Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Feb. 28, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-13718 | |
Entity Registrant Name | Stagwell Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1390679 | |
Entity Address, Address Line One | One World Trade Center, Floor 65 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 646 | |
Local Phone Number | 429-1800 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | STGW | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | false | |
Entity Public Float | $ 410.1 | |
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. | |
Entity Central Index Key | 0000876883 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 131,605,852 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,271 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 160,909,058 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Revenues | $ 2,687,792 | $ 1,469,363 | $ 888,032 |
Operating expenses: | |||
Cost of services | 1,673,576 | 906,856 | 571,588 |
Office and general expenses | 601,536 | 424,038 | 191,679 |
Depreciation and amortization | 131,273 | 77,503 | 41,025 |
Impairment and other losses | 122,179 | 16,240 | 0 |
Costs and Expenses, Total | 2,528,564 | 1,424,637 | 804,292 |
Operating Income (Loss), Total | 159,228 | 44,726 | 83,740 |
Other income (expense): | |||
Interest expense, net | (76,062) | (31,894) | (6,223) |
Foreign exchange, net | (2,606) | (3,332) | (721) |
Other, net | (7,059) | 50,058 | 544 |
Nonoperating Income (Expense), Total | (85,727) | 14,832 | (6,400) |
Income before income taxes and equity in earnings of non-consolidated affiliates | 73,501 | 59,558 | 77,340 |
Income tax expense | 7,580 | 23,398 | 5,937 |
Income before equity in earnings of non-consolidated affiliates | 65,921 | 36,160 | 71,403 |
Equity in income (loss) of non-consolidated affiliates | (79) | (240) | 58 |
Net income | 65,842 | 35,920 | 71,461 |
Net income attributable to noncontrolling and redeemable noncontrolling interests | (38,573) | (14,884) | (15,105) |
Net income attributable to Stagwell Inc. common shareholders | $ 27,269 | $ 21,036 | $ 56,356 |
Earnings Per Share [Abstract] | |||
Earnings per share, basic | $ 0.22 | $ (0.04) | |
Earnings per share, diluted | $ 0.17 | $ (0.04) | |
Weighted Average Number Of Shares Outstanding For Basic and Diluted [Abstract] | |||
Weighted Average Number of Shares Outstanding, Basic | 124,262 | 90,426 | |
Weighted Average Number of Shares Outstanding, Diluted | 296,596 | 90,426 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive income (loss) | |||
Net income | $ 65,842 | $ 35,920 | $ 71,461 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustment | (37,751) | (6,000) | 2,371 |
Benefit plan adjustment | 4,088 | 722 | |
Net unrealized loss on available for sale investment | 0 | 0 | (5,156) |
Other Comprehensive Income (Loss), Net of Tax, Total | (33,663) | (5,278) | (2,785) |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total | 32,179 | 30,642 | 68,676 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (38,573) | (14,884) | (15,105) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | $ (6,394) | $ 15,758 | $ 53,571 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 220,589 | $ 184,009 |
Accounts receivable, net | 645,846 | 696,937 |
Expenditures billable to clients | 93,077 | 63,065 |
Other current assets | 71,443 | 61,830 |
Total Current Assets | 1,030,955 | 1,005,841 |
Fixed assets, net | 98,878 | 97,516 |
Operating Lease, Right-of-Use Asset | 273,567 | 311,654 |
Goodwill | 1,566,956 | 1,652,723 |
Other intangible assets, net | 907,529 | 958,782 |
Other assets | 115,447 | 29,064 |
Total Assets | 3,993,332 | 4,055,580 |
Current Liabilities | ||
Accounts payable | 357,253 | 271,769 |
Accrued media | 240,506 | 237,794 |
Accruals and other liabilities | 248,477 | 272,533 |
Advance billings | 337,034 | 361,885 |
Current portion of lease liabilities - operating leases | 76,349 | 72,255 |
Current portion of deferred acquisition consideration | 90,183 | 77,946 |
Total Current Liabilities | 1,349,802 | 1,294,182 |
Long-term debt | 1,184,707 | 1,191,601 |
Long-term portion of deferred acquisition consideration | 71,140 | 144,423 |
Long-term lease liabilities - operating leases | 294,049 | 342,730 |
Deferred tax liabilities, net | 40,109 | 103,093 |
Other liabilities | 69,780 | 57,147 |
Total Liabilities | 3,009,587 | 3,133,176 |
Redeemable Noncontrolling Interests | 39,111 | 43,364 |
Commitments and Contingencies | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Paid-in capital | 491,899 | 382,893 |
Accumulated income (deficit) | 29,445 | (6,982) |
Accumulated other comprehensive loss | (38,941) | (5,278) |
Stagwell Inc. Shareholders' Equity | 482,537 | 370,753 |
Noncontrolling interests | 462,097 | 508,287 |
Total Shareholders' Equity | 944,634 | 879,040 |
Liabilities and Equity, Total | 3,993,332 | 4,055,580 |
Common Class A and Common Class B | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | 132 | 118 |
Common Class C | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | $ 2 | $ 2 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 65,842 | $ 35,920 | $ 71,461 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Stock-based compensation | 33,152 | 75,032 | |
Depreciation and amortization | 131,273 | 77,503 | 41,025 |
Impairment and other losses | 122,179 | 16,240 | 0 |
Provision for bad debt expense | 7,755 | 2,031 | 6,222 |
Deferred income taxes | (18,319) | (3,818) | (5,463) |
Adjustment to deferred acquisition consideration | (13,405) | 18,721 | 4,520 |
Gain on sale of asset | 0 | (43,440) | |
Interest from preferred investments | 0 | 0 | (600) |
Transaction costs contributed by Stagwell Media LP | 0 | 0 | 10,160 |
Foreign currency translation loss on foreign denominated debt | 0 | 0 | 721 |
Other, net | (5,692) | (1,463) | 1,271 |
Changes in working capital: | |||
Accounts receivable | 37,780 | (30,784) | (26,805) |
Expenditures billable to clients | (32,366) | (35,371) | 10,078 |
Other assets | 1,179 | 3,997 | (10,461) |
Accounts payable | 98,871 | (46,356) | 5,606 |
Accrued expenses and other liabilities | (42,808) | 61,974 | 22,922 |
Advance billings | (27,062) | 76,021 | 7,423 |
Deferred acquisition related payments | (10,793) | (5,351) | |
Net Cash Provided by (Used in) Operating Activities, Total | 347,586 | 200,856 | 138,080 |
Cash flows from investing activities: | |||
Capital expenditures | (22,663) | (8,797) | (4,690) |
Current period acquisitions, net of cash acquired | (74,234) | 150,346 | (14,732) |
Proceeds from sale of business, net | 0 | 37,232 | |
Capitalized software and other | (19,378) | (14,829) | (9,599) |
Net Cash Provided by (Used in) Investing Activities, Total | (116,275) | 163,952 | (29,021) |
Repayment of borrowings under revolving credit facility | |||
Repayment of borrowings under revolving credit facility | (1,266,000) | (719,088) | (126,994) |
Proceeds from borrowings under revolving credit facility | 1,255,500 | 516,669 | 167,000 |
Shares acquired and cancelled | 18,729 | 841 | 0 |
Distributions to noncontrolling interests and other | (39,197) | 0 | 0 |
Payment of deferred consideration | (63,170) | 0 | (1,000) |
Contributions | 0 | 0 | 1,554 |
Purchase of noncontrolling interest | 3,600 | 37,500 | 1,559 |
Proceeds from issuance of the 5.625% Notes | 0 | 1,100,000 | 0 |
Debt issuance costs | 0 | (15,053) | (3,099) |
Payment of deferred consideration | 0 | 0 | 500 |
Distributions | 0 | (233,203) | (115,543) |
Repurchase of 7.50% Senior Notes | 0 | (884,398) | 0 |
Repurchase of Common Stock | (51,540) | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities, Total | (186,736) | (273,414) | (80,141) |
Effect of exchange rate changes on cash and cash equivalents | (7,995) | 158 | (321) |
Net increase in cash and cash equivalents | 36,580 | 91,552 | 28,597 |
Cash and cash equivalents at beginning of period | 184,009 | 92,457 | 63,860 |
Cash and cash equivalents at end of period | 220,589 | 184,009 | 92,457 |
Supplemental Cash Flow Information: | |||
Cash income taxes paid | 46,275 | 58,578 | 10,714 |
Cash interest paid | 70,935 | 23,528 | 9,287 |
Non-cash investing and financing activities: | |||
Acquisitions of business | 1,178 | 425,752 | 23,720 |
Acquisitions of noncontrolling interest | 1,000 | 170,266 | |
Issuance of Redeemable Noncontrolling Interest | 27,820 | ||
Net unrealized gain on available for sale investment | 0 | 0 | 5,156 |
Establishment of a deferred tax asset related to the exchange | 32,890 | 0 | |
Establishment of Tax Receivables Agreement liability | 28,694 | 0 | |
Non-cash contributions | 0 | 12,372 | 93,880 |
Non-cash distributions to Stagwell Media LP | 0 | 13,000 | |
Non-cash payment of deferred acquisition consideration | $ 989 | 7,080 | $ 64,345 |
Conversion of preferred shares | $ 209,947 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) | Total | Approved plan | Members' capital | Stagwell Inc. Shareholders' Equity | Stagwell Inc. Shareholders' Equity Approved plan | Common Shares Common Class A & B | Common Shares Common Class A & B Approved plan | Common Shares Class C | Paid-in Capital | Paid-in Capital Approved plan | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance at Dec. 31, 2019 | $ 348,537,000 | $ 316,960,000 | $ 316,960,000 | $ 31,577,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income prior to reorganization | 74,587,000 | 56,356,000 | 56,356,000 | 18,231,000 | |||||||||
Other comprehensive loss | (2,785,000) | (2,785,000) | (2,785,000) | ||||||||||
Contributions | (95,434,000) | (95,434,000) | (95,434,000) | ||||||||||
Distributions, net | (115,543,000) | (108,468,000) | (108,468,000) | (7,075,000) | |||||||||
Changes in redemption value | (128,000) | (128,000) | (128,000) | ||||||||||
Other | (1,559,000) | 1,387,000 | 1,387,000 | (2,946,000) | |||||||||
Ending balance at Dec. 31, 2020 | $ 358,756,000 | ||||||||||||
Balance (in shares) at Dec. 31, 2020 | 358,756,000 | ||||||||||||
Balance at Dec. 31, 2020 | 398,543,000 | 358,756,000 | 39,787,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Other comprehensive loss | (5,278,000) | ||||||||||||
Changes in redemption value | 3,834,000 | ||||||||||||
Reclass NCI to Liability | (8,475,000) | (8,475,000) | |||||||||||
Balance (in shares) at Dec. 31, 2021 | 118,252,000 | 179,970,000 | |||||||||||
Balance at Dec. 31, 2021 | 879,040,000 | 370,753,000 | $ 118,000 | $ 2,000 | $ 382,893,000 | $ (6,982,000) | $ (5,278,000) | 508,287,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 27,269,000 | ||||||||||||
Net income prior to reorganization | 57,707,000 | ||||||||||||
Other comprehensive loss | (33,663,000) | (33,663,000) | (33,663,000) | ||||||||||
Distributions to noncontrolling interests | (29,957,000) | (29,957,000) | |||||||||||
Changes in redemption value | (8,711,000) | ||||||||||||
Purchases of noncontrolling interests | 4,600,000 | 1,000,000 | 1,000,000 | 3,600,000 | |||||||||
Acquisition of noncontrolling interest | 2,667,000 | 2,667,000 | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 175,000 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | 1,178,000 | 1,178,000 | 1,178,000 | ||||||||||
Changes in redemption value of RNCI | 8,711,000 | 8,711,000 | 8,711,000 | ||||||||||
Restricted Awards Granted or Vested (in shares) | 3,940,000 | ||||||||||||
Restricted awards granted or vested | 0 | $ (4,000) | (4,000) | ||||||||||
Shares acquired and cancelled (in shares) | (2,531,000) | (7,194,000) | |||||||||||
Shares acquired and cancelled | (18,732,000) | $ (51,547,000) | (18,732,000) | $ (51,547,000) | $ (3,000) | $ (7,000) | (18,729,000) | $ (51,540,000) | |||||
Restricted shares forfeited | (221,000) | ||||||||||||
Stock-based compensation | 34,974,000 | 34,974,000 | 34,974,000 | ||||||||||
Conversion of shares (in shares) | 19,061,000 | (19,061,000) | |||||||||||
Conversion of Class C to Class A shares | 0 | 47,930,000 | $ 19,000 | 47,911,000 | (47,930,000) | ||||||||
Finalization of MDC acquisition accounting | (13,993,000) | (16,294,000) | (16,294,000) | 2,301,000 | |||||||||
Other, Shares | 242,000 | ||||||||||||
Other | (6,621,000) | (6,512,000) | $ (1,000) | (6,960,000) | 447,000 | (109,000) | |||||||
Balance (in shares) at Dec. 31, 2022 | 131,724,000 | 160,909,000 | |||||||||||
Balance at Dec. 31, 2022 | $ 944,634,000 | $ 482,537,000 | $ 132,000 | $ 2,000 | $ 491,899,000 | $ 29,445,000 | $ (38,941,000) | $ 462,097,000 |
Basis of Presentation and Recen
Basis of Presentation and Recent Developments | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Developments | 1. Business and Basis of Presentation Stagwell Inc. (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and their Brands (“Brands”), which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. The accompanying audited consolidated financial statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the audited consolidated financial statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting financial information on this Annual Report on Form 10-K (this “Form 10-K”). 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. On December 21, 2020, MDC Partners Inc. (“MDC”) and Stagwell Media LP (“Stagwell Media”) announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of Stagwell Media (the “Stagwell Subject Entities”). The Stagwell Subject Entities comprised Stagwell Marketing Group LLC (“Stagwell Marketing” or “SMG”) and its direct and indirect subsidiaries. On August 2, 2021, we completed the combination of MDC and the operating businesses and subsidiaries of Stagwell Media and a series related transactions (such combination and transactions, the “Transactions”). The Transactions were treated as a reverse acquisition for financial reporting purposes, with MDC treated as the legal acquirer and Stagwell Marketing treated as the accounting acquirer. The results of MDC are included within the Consolidated Statements of Operations for the period beginning on the date of the acquisition through the end of the respective period presented and the results of SMG are included for the entire period presented. See Note 4 of the Notes included herein for information in connection with the acquisition of MDC. The accompanying financial statements reflect all adjustments, consisting of normal 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. |
Reclassifications | We have revised the presentation of Current Liabilities to separately present Accrued media, which was previously included in Accruals and other liabilities, of $237,794 as of December 31, 2021. As a result, the accompanying Consolidated Balance Sheet has been revised to correct the immaterial classification error by decreasing the previously reported amount for Accruals and other liabilities as of December 31, 2021, by the $237,794 of Accrued media. The revision had no effect on our previously reported Total Current Liabilities, or on any other previously reported amounts in our Audited Consolidated Financial Statements for the year ended December 31, 2021. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Significant Accounting Policies The Company’s significant accounting policies are summarized as follows: Principles of Consolidation . The accompanying consolidated financial statements include the accounts of Stagwell Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates . The preparation of the audited consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, redeemable noncontrolling interests, deferred tax assets, right-of-use lease assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. These estimates require the use of assumptions about future performance, which are uncertain at the time of estimation. To the extent actual results differ from the assumptions used, results of operations and cash flows could be materially affected. Fair Value . The Company applies the fair value measurement guidance for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill, right-of-use lease assets and other identifiable intangible assets. See Note 18 of the Notes included herein for additional information regarding fair value measurements. Concentration of Credit Risk . The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit ris k. No sales to an individual client accounted for more than 7 % of revenue for the years ended December 31, 2022, 2021, and 2020. Cash and Cash Equivalents . The Company’s cash equivalents may comprise investments in overnight interest-bearing deposits, money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts and international cash balances that may not qualify for foreign government insurance programs. To date, the Company has not experienced any losses on cash and cash equivalents. Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. Allowance for doubtful accounts was $10,369 and $5,638 at December 31, 2022 and December 31, 2021, respectively. Sale of Accounts Receivable. The Company transfers certain of its trade receivable assets to third parties under agreements to sell certain of its accounts receivables. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to cash and a decrease to accounts receivable when the receivables are transferred, with the proceeds being included in cash flows from operating activities in the Consolidated Statements of Cash Flows. The trade receivables transferred to the third parties under these arrangements were $176,497, $42,097 and $44,172, during the years ended December 31, 2022, 2021 and 2020, respectively. The amount collected and due to the third parties under these arrangements was $5,703 as of December 31, 2022. No amounts were collected and due to third parties as of December 31, 2021 and 2020. Fees for these arrangements were recorded in Office and general expenses in the Consolidated Statements of Operations and totaled $1,817, $110, and $185 for the years ended December 31, 2022, 2021 and 2020, respectively. Expenditures Billable to Clients . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the period. Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers and furniture and fixtures are depreciated on a straight-line basis over periods of three Leases . The Company recognizes on the Consolidated Balance Sheets, at the time of lease commencement, a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments. All right-of-use lease assets are reviewed for impairment. See Note 10 of the Notes included herein for further information on leases. Impairment of Long-lived Assets . A long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital (“WACC”), risk adjusted where appropriate, or other appropriate discount rate. Goodwill . Goodwill (the excess of the acquisition cost over the fair value of the net assets acquired) acquired as a result of a business combination is not amortized but rather tested for impairment, at the reporting unit level, annually as of October 1st of each year, or more frequently if indicators of potential impairment exist. For the annual impairment test, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company uses a combination of the income approach, which incorporates the use of the discounted cash flow (“DCF”) method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company generally applies an equal weighting to the income and market approaches for the impairment test. The income approach and the market approach both require the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed long-term growth rates, demand trends and appropriate discount rates based on a reporting unit’s WACC as determined by considering the observable WACC of comparable companies and factors specific to the reporting unit. The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company’s expectations. Definite Lived Intangible Assets . Definite lived intangible assets are subject to amortization over their useful lives. A straight-line amortization method is used over the estimated useful life which is representative of the pattern of how the economic benefits of the specific intangible asset is consumed. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an intangible asset to estimated undiscounted future cash flows expected to be generated from use of the asset and its eventual disposition. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, a quantitative assessment is performed using an income approach, which incorporates the use of the DCF method. Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible assets value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trademarks. Deferred Acquisition Consideration . Certain acquisitions include an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent purchase price obligations for these transactions are recorded as deferred acquisition consideration liabilities on the Consolidated Balance Sheets, at the acquisition date fair value and are remeasured at each reporting period. These liabilities are derived from the projected performance of the acquired entity. These arrangements may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period. At each reporting date, the Company models each business’ future performance, including revenue growth and free cash flows, to estimate the value of each deferred acquisition consideration liability. The liability is adjusted quarterly based on changes in current information affecting each subsidiary’s current operating results and the impact this information will have on future results included in the calculation of the estimated liability. These adjustments are recorded in deferred acquisition consideration expense within Office and general expenses in the Consolidated Statement of Operations. In instances where such contingent payments require the sellers’ continuous employment with the Company after the transaction, they are recorded as compensation expense in Office and general expenses in the Consolidated Statements of Operations. Redeemable Noncontrolling Interests . Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders may require the Company to purchase such noncontrolling shareholders’ incremental ownership interests under certain circumstances. The Company may have similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas, such as the average earnings of the relevant subsidiary through the date of exercise or the growth rate of the earnings of the relevant subsidiary during that period. In the event that an incremental purchase may be required by the Company, the amounts are recorded in Redeemable Noncontrolling Interests in mezzanine equity on the Consolidated Balance Sheets at their acquisition date fair value and adjusted for changes to their estimated redemption value through Retained earnings or Paid-in capital (when at an accumulated deficit) in the Consolidated Balance Sheets (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. Control to Control Subsidiary Purchases. Transactions involving the purchase, sale or issuance of interests of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontrolling interest is recorded to Paid-in capital in the Consolidated Balance Sheets. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statement Operations. Revenue Recognition . The Company’s revenue is recognized when control of the promised services are transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. See Note 5 of the Notes included herein for additional information. Cost of Services . Cost of services sold primarily consists of staff costs that are directly attributable to the Company’s client engagements, as well as third-party direct costs of production and delivery of services to its clients. Cost of services sold does not include depreciation, amortization, and other office and general expenses that are not directly attributable to the Company’s client engagements. Deferred Financing Costs . The Company uses the straight-line method, which approximates the effective interest method, to amortize deferred financing costs. Income Taxes. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The Company records associated interest and penalties as a component of income tax expense. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates on a quarterly basis all available positive and negative evidence considering factors such as the reversal of deferred income tax liabilities, taxable income in eligible carryback years, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. The periodic assessment of the net carrying value of the Company’s deferred tax assets under the applicable accounting rules requires significant management judgment. A change to any of these factors could impact the estimated valuation allowance and income tax expense. Stock-Based Compensation . Compensation cost is measured at fair value at the date of grant and is expensed over the service period, generally the award’s vesting period. Certain of our awards are settled in cash (stock appreciation awards) and are recorded at fair value on the date of grant and remeasured at each reporting period. The measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing model and is recorded in Operating income over the service period, in this case the award’s vesting period. The assumption for expected volatility is based on the historical volatility of a peer group of market participants as the Company has limited historical volatility. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. The Company commences recording compensation expense related to awards that are based on performance conditions under the straight-line attribution method when it is probable that such performance conditions will be met. Share Buybacks . In 2022, the Company began repurchasing its own Class A common stock, par value $.001 per share (the “Class A Common Stock”), as part of a publicly announced stock repurchase plan. The Company accounts for these repurchases by reducing the value of our Class A Common Stock for the par value of the shares repurchased and account for the difference between the price paid for the Class A Common Stock, excluding fees, and the par value of such stock to Paid-in capital. See Note 15 of the Notes included herein for further details of our share buyback plan. Retirement Costs . Several of the Company’s subsidiaries offer employees access to certain defined contribution retirement programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was approximately $19,000, $10,000, and $4,000 for the years ended December 31, 2022, 2021, and 2020, respectively. The Company also has a defined benefit pension plan. See Note 12 of the Notes included herein for additional information on the defined benefit plan. Income (Loss) per Common Share . Basic income (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Diluted income (loss) per common share is based on the above, in addition, if dilutive, common share equivalents, which include stock appreciation rights, and unvested restricted stock and restricted stock units as well as shares of Class C Common Stock. In periods of net loss, all potentially issuable common shares are excluded from diluted net loss per common share because they are anti-dilutive. Foreign Currency Translation . The functional and reporting currency of the Company is the U.S. dollar. Generally, the Company’s subsidiaries use their local currency as their functional currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the period presented. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive income (loss) in the Shareholders’ equity section of our Consolidated Balance Sheets. Foreign currency transaction unrealized and realized gains or losses are recognized as incurred in the Consolidated Statements of Operations in Foreign, exchange, net. Translation of intercompany transactions, which are not intended to be settled, are included in cumulative translation adjustments. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting PronouncementsIn March 2020, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, and in January 2021 subsequently issued ASU 2021-01, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, through December 31, 2022. The Combined Credit Agreement (as defined in Note 11 of the Notes included herein) is the Company’s only contractual arrangement that referenced LIBOR and is impacted by ASU 2020-04. On April 28, 2022, the Company amended the Combined Credit Agreement. Among other things, this amendment replaced any references to LIBOR with references to the Secured Overnight Financing Rate (“SOFR”). Based on the Company’s assessment, the Company has elected to apply the optional expedient and treat the contract modifications as a continuation of an existing contract. This election does not have a material effect on our results of operations or financial position. See Note 11 of the Notes included herein for more information. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 4. Acquisitions 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for approximately $20,695 of cash consideration, as well as contingent consideration up to a maximum value of $50,000. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in Stagwell Inc. Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,423 Purchase price consideration $ 37,465 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of BNG. Goodwill of $24,423 was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,698,018 $ 1,501,568 Net income 65,097 36,863 Revenue and net loss attributable to BNG, included within the year ended December 31, 2022 Consolidated Statements of Operations was $20,544 and $67, respectively. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in working capital. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for approximately $17,247 of cash consideration and approximately $457 of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to approximately $13,330. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon estimated fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of TMA Direct. Goodwill of $6,569 was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,691,622 $ 1,481,727 Net income 67,195 39,386 Revenue and net income attributable to TMA Direct, included within the year ended December 31, 2022 Consolidated Statements of Operations was $7,659 and $889, respectively. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for approximately £23,000 (approximately $25,793) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 13,500 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Other liabilities (3,591) Net assets assumed 1,589 Goodwill 24,204 Purchase price consideration $ 25,793 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Maru and the expected growth related to new customer relationships and geographic expansion. Goodwill of $24,204 was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 4,700 10 Trade names 3,500 10 Developed technology 5,300 2-7 Total acquired intangible assets $ 13,500 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,717,667 $ 1,512,791 Net Income 51,841 15,167 Revenue and net loss attributable to Maru, included within the year ended December 31, 2022 Consolidated Statements of Operations was $8,786 and $2,135, respectively. Acquisition of Wolfgang, LLC. On October 3, 2022, the Company acquired the remaining 80% interest that it did not already own in Wolfgang, LLC., (“Wolfgang”) for approximately $3,750 in cash consideration and 175 shares of Class A Common Stock with a fair value of $1,178, subject to post-closing adjustments. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Wolfgang. Goodwill of $2,451 was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 1,055 5 Total acquired intangible assets $ 1,055 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,696,733 $ 1,474,303 Net income 67,196 36,538 Revenue and net loss attributable to Wolfgang, included within the year ended December 31, 2022 Consolidated Statements of Operations was $2,072 and $297, respectively. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC., (“Epicenter”) for approximately $9,864 in cash consideration, subject to post-closing adjustments, as well as contingent consideration up to a maximum value of $5,000. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon preliminary estimated fair values. The preliminary purchase price allocation is as follows: Amount Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Epicenter. Goodwill of $4,416 was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Developed technology $ 7,300 5 Total acquired intangible assets $ 7,300 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,690,969 $ 1,473,183 Net income 65,450 35,810 Revenue and net loss attributable to Epicenter, included within the year ended December 31, 2022 Consolidated Statements of Operations was $1,028 and $1,183, respectively. Other Acquisitions On July 12, 2022, the Company acquired PEP Group Holdings B.V. (“PEP Group”), an omnichannel content creation and adaption production company for approximately $521 in cash consideration, subject to post-closing adjustments, as well as contingent consideration up to a maximum value of €2,553. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc. (“Apollo”), a real-time artificial intelligence-powered software-as-a-service platform, for approximately $2,300 in cash consideration, subject to post-closing adjustments, as well as guaranteed deferred payments of $1,000 and $1,500 on or prior to July 1, 2023 and July 1, 2024, respectively. 2021 Acquisitions Acquisition of MDC On December 21, 2020, MDC and Stagwell Media announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of the Stagwell Subject Entities. The Stagwell Subject Entities comprised Stagwell Marketing and its direct and indirect subsidiaries. On August 2, 2021 (the “Closing Date”), we completed the combination of MDC and the Stagwell Subject Entities and a series of steps and related transactions (such combination and transactions, the “Transactions”). In connection with the Transactions, among other things, (i) MDC completed a series of transactions pursuant to which it emerged as a wholly owned subsidiary of the Company, converted into a Delaware limited liability company and changed its name to Midas OpCo Holdings LLC, and subsequently to Stagwell Global LLC (“OpCo”); (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell Inc. In respect of the Transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in the FASB’s Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The Transactions were accounted for as a reverse acquisition using the acquisition method of accounting, pursuant to ASC Topic 805-10, Business Combinations, with MDC treated as the legal acquirer and SMG treated as the accounting acquirer. In identifying SMG as the acquiring entity for accounting purposes, MDC and SMG took into account a number of factors, including the relative voting rights and the corporate governance structure of the Company. SMG is considered the accounting acquirer since Stagwell Media controls the board of directors of the Company following the Transactions and received an indirect ownership interest in the Company’s only operating subsidiary, OpCo, of 69.55% ownership of OpCo’s common units. However, no single factor was the sole determinant in the overall conclusion that Stagwell is the acquirer for accounting purposes; rather all factors were considered in arriving at such conclusion. Under the acquisition method of accounting, the assets and liabilities of MDC, as the accounting acquiree, were recorded at their respective fair value as of the date the Transactions were completed. On August 2, 2021, an aggregate of 179,970 shares of the Company’s Class C common stock, par value $0.00001 per share (the “Class C Common Stock”), were issued to Stagwell Media in exchange for $1.80. The Class C Common Stock does not participate in the earnings of the Company. Additionally, an aggregate of 179,970 OpCo common units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities (the “Stagwell OpCo Contribution”). The fair value of the purchase consideration was $429,062, consisting of approximately 80,000 shares of the Company’s Class A Common Stock, Class B common stock, par value $0.001 per share (the “Class B Common Stock”), and common stock equivalents based on a per share price of approximately $5.42, the closing stock price on the date of the combination. ASC 805 requires the allocation of the purchase price consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”). Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective and can involve a high degree of estimation. The purchase price valuation was completed during the third quarter of 2022. The purchase price allocation is as follows: Amount Cash and cash equivalents $ 130,197 Accounts receivable 398,736 Other current assets 41,291 Fixed assets 81,343 Right-of-use lease assets - operating leases 252,739 Identifiable intangible assets 810,900 Other assets 18,282 Accounts payable (139,590) Accruals and other liabilities (307,439) Advance billings (211,212) Current portion of lease liabilities (54,009) Current portion of deferred acquisition consideration (53,054) Long-term debt (901,736) Revolving credit facility (109,954) Long-term portion of deferred acquisition consideration (8,056) Long-term portion of lease liabilities (283,637) Other liabilities (139,026) Redeemable noncontrolling interests (25,990) Preferred shares (209,980) Noncontrolling interests (151,090) Net liabilities assumed (861,285) Goodwill 1,290,347 Purchase price consideration $ 429,062 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of MDC. Goodwill of $932,582, $285,396 and $72,369 was assigned to the Integrated Agencies Network, the Brand Performance Network and the Communications Network reportable segments, respectively. The majority of the goodwill is non-deductible for income tax purposes. Goodwill has been updated from the previously reported amount of $1,299,374 as of December 31, 2021 to reflect a change in certain assets and liabilities. There has been no change that impacts the Consolidated Statement of Operations. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately thirteen years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years Trade Names $ 98,000 10 Customer Relationships 712,900 6-15 Total Acquired Intangible Assets $ 810,900 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Years Ended December 31, 2021 2020 Revenue $ 2,224,343 $ 2,087,025 The pro forma net loss was nominal for the years ended December 31, 2021 and 2020. Revenue attributable to MDC, included within the year ended December 31, 2021 Consolidated Statements of Operations was $605,448. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were approximately $15,000 for the twelve months ended December 31, 2021. Acquisition of GoodStuff Holdings Limited On December 31, 2021, the Company acquired GoodStuff Holdings Limited (“Goodstuff”) for approximately £21,000 (approximately $28,188) of cash consideration as well as contingent consideration up to a maximum of £22,000. The cash consideration included an initial payment of £8,000, an excess working capital payment of approximately £9,000 and approximately £4,000 of deferred payments. The contingent consideration is tied to employees’ service and will be recognized as deferred acquisition consideration expense through 2026. Therefore, only the cash consideration has been allocated to the assets acquired and assumed liabilities of Goodstuff based upon their fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount Cash and cash equivalents $ 30,985 Accounts receivable 28,685 Other current assets 3,207 Fixed assets 237 Right-of-use lease assets - operating leases 2,060 Identifiable intangible assets 14,974 Other assets 55 Accounts payable (6,344) Accruals and other liabilities (27,353) Advance billings (15,956) Current portion of lease liabilities (857) Income taxes payable (967) Long-term portion of lease liabilities (3,744) Other liabilities (1,204) Net assets assumed 23,778 Goodwill 4,410 Purchase price consideration $ 28,188 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Goodstuff. Goodwill of $4,410 was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten Fair Value Estimated Useful Life in Years Trade Names $ 1,349 15 Customer Relationships 13,625 10 Total Acquired Intangible Assets $ 14,974 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Years Ended December 31, 2021 2020 Revenue $ 1,488,532 $ 902,577 Net Income 38,719 72,715 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4,600, comprised of a closing cash payment of $3,600 and a contingent deferred acquisition payment of $1,000. The contingent deferred payment was based on the financial results of the underlying business through the end of 2022 with the payment due in 2023. 2021 Purchases of Noncontrolling Interests On October 1, 2021, the Company entered into an agreement to purchase the approximate 27% remaining interest of Targeted Victory it did not already own, stipulating the purchase of 13.3% on October 1, 2021 and the remaining 13.3% on July 31, 2023, with the option for the seller to delay the second purchase until July 31, 2025. The purchase price of $73,898 was comprised of a contingent deferred acquisition payment and redeemable noncontrolling interest with estimated present values at the acquisition date of $46,618 and $27,280, respectively. The contingent deferred payment and redeemable noncontrolling interest were based on the financial results of the underlying business through July 2023 and July 2025, respectively. In addition, at the option of the Company, up to 50% of the total purchase price can be paid in shares of Class A Common Stock and in no event may the purchase price exceed $135,000. On December 1, 2021, the Company acquired the approximate 27% remaining interest of Concentric it did not already own for an aggregate purchase price of $8,058, comprised of a closing cash payment of $1,581 and contingent deferred acquisition payments with an estimated present value at the acquisition date of $6,477. The contingent deferred payments were based on the financial results of the underlying business through 2022 with final payment due in 2023. On December 31, 2021, the Company acquired the approximate 49% remaining interest of Instrument it did not already own for an aggregate purchase price of $157,072, comprised of a closing payment of $37,500 in cash and $37,500 in shares of Class A Common Stock and deferred acquisition payments with an estimated present value at the acquisition date of $82,072, with approximately 40% to be paid in shares of Class A Common Stock. The deferred payments are not contingent and will be paid in 2023 and 2024. 2021 Disposition On September 15, 2021, the Company sold Reputation Defender to a strategic buyer for approximately $40,000 resulting in a gain of approximately $43,000. The gain was recognized within Other, net within the Consolidated Statements of Operations. 2020 Acquisitions On February 14, 2020, the Company acquired Sloane & Company (“Sloane”) for approximately $24,400 of total consideration. Total consideration included a cash payment of $19,600 and contingent deferred acquisition consideration of $4,800. On August 14, 2020, the Company acquired Kettle Solutions, LLC (“Kettle”) for approximately $5,400 of total consideration. Total consideration included a cash payment of $4,900, plus an additional $500 due upon the finalization of Kettle’s working capital accounts, as outlined in the purchase agreement. The purchase agreement also offers the previous owners of Kettle an additional $11,900 in deferred consideration. On October 30, 2020, the Company acquired TrueLogic Software, LLC, Ramenu S.A., and Polar Bear Development S.R.L. (collectively referred to as “Truelogic”), for approximately $17,300 of total consideration. Total consideration included a cash payment of $8,900, the acquisition date fair value of the contingent deferred acquisition consideration of $7,900, and an additional $500 due upon the finalization of Truelogic’s working capital accounts, as outlined in the purchase agreement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of each acquisition: 2020 Sloane Kettle Truelogic Total Cash, cash equivalents and restricted cash $ — $ 49 $ 90 $ 139 Accounts receivable and other current assets 2,768 2,732 2,958 8,458 Other noncurrent assets — 172 10 182 Intangible assets 5,900 1,930 9,500 17,330 Property and equipment 72 58 50 180 Right-of-use lease assets – operating leases — 533 201 734 Accounts payable and other current liabilities (469) (552) (1,063) (2,084) Advanced billings (130) (310) (429) (869) Operating lease liabilities — (533) (201) (734) Goodwill 16,275 1,323 6,184 23,782 Total net assets acquired $ 24,416 $ 5,402 $ 17,300 $ 47,118 Goodwill recognized on the Sloane, Kettle and Truelogic acquisitions is fully-deductible for income tax purposes. The following table reports the fair value of intangible assets acquired, including the corresponding weighted average amortization periods, as of the date of each acquisition: 2020 Weighted Average Amortization Period Sloane Kettle Truelogic Total Customer relationships 10 years $ 4,600 $ 1,600 $ 9,100 $ 15,300 Trade names 11 years 1,300 330 400 2,030 Total $ 5,900 $ 1,930 $ 9,500 $ 17,330 The following table summarizes the total revenue and net income included in the Consolidated Statements of Operations for the year ended December 31, 2020 from the date of each acquisition: Year Ended December 31, 2020 Revenue $ 22,381 Net Income 2,685 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the 2020 acquisitions as if they had occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Year Ended December 31, 2020 Revenue $ 911,203 Net Income 75,767 9. Deferred Acquisition Consideration Deferred acquisition consideration on the Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period within Office and general expenses on the Consolidated Statements of Operations. 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 Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: December 31, December 31, 2021 Beginning balance $ 222,369 $ 17,847 Payments (73,963) (12,431) Adjustments to deferred acquisition consideration (1) (12,779) 18,721 Additions (2) 26,594 198,937 Currency translation adjustment (759) — Other (139) (705) Ending balance (3) $ 161,323 $ 222,369 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. Adjustments to deferred acquisition consideration are recorded within Office and general expenses on the Consolidated Statements of Operations. (2) In 2021, approximately $61,000 of additions represent deferred acquisition consideration acquired in connection with the acquisition of MDC. Approximately $136,000 of additions represent deferred acquisition consideration acquired in connection with the purchases of noncontrolling interests. See Note 4 of the Notes included herein for additional information related to the purchases of Concentric, Targeted Victory, and Instrument. In 2022, approximately $24,000 of additions represent deferred acquisition consideration acquired in connection with the acquisitions of BNG, Apollo, PEP Group and Epicenter. See Note 4 of the Notes included herein for additional information related to these acquisitions. (3) As of December 31, 2022, approximately, $51,000 of the deferred acquisition consideration is expected to be settled in the Company’s Class A Common Stock. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue The Company’s revenue recognition policies are established in accordance with ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Stagwell network provides an extensive range of services to our clients, offering a variety of marketing and communication capabilities including strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television broadcast), public relations services including strategy, editorial, crisis support or issues management, online fundraising, media training, influencer engagement and events management. We also provide media-based solutions to drive brand performance, including 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 Brand 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 can be provided on a stand-alone basis, that are not significantly integrated or interdependent, and that do not significantly modify or customize each other, are typically considered separate performance obligations. Typically, these services are creative (or strategy), production, experiential marketing, media planning and media buying. Certain of the Company’s contracts consist of a single performance obligation. In these instances, the Company does not consider the underlying activities as separate or distinct performance obligations because its services are highly interrelated, and the integration of the various components is essential to the overall promise to the Company’s customer. Typically, these services are public relations, and application/website design and development. In other instances, the Company is engaged to provide marketing services, such online fundraising and brand performance media solutions, that include a variety of distinct activities performed throughout the contract term that are substantially the same and that are satisfied over time, and therefore the Company considers these to be one performance obligation. We typically satisfy our performance obligations over time, as services are performed. Fees for services are typically recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred to date in relation to total estimated efforts to complete the contract. To a lesser extent, revenue is recognized using output measures, such as impressions or ongoing reporting. For client contracts when the Company has a stand-ready obligation to perform services, the Company recognizes revenue ratably using a time-based measure. In addition, for client contracts where the Company is providing online subscription-based hosted services, it recognizes revenue ratably over the contract term. Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no further performance obligation. Revenue is recognized net of sales and other taxes due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days. In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination date. Within each contract, we identify whether the Company is principal or agent at the service 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 Stagwell’s Brands 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 Stagwell’s Brands 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. Typically, 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 verticals globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate, independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the Stagwell network. The following table presents revenue disaggregated by our principal capabilities for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, Principal Capabilities Reportable Segment 2022 2021 2020 Digital Transformation All Segments $ 784,667 $ 400,857 $ 374,689 Creativity and Communications Integrated Agencies Network, Brand Performance Network, Communications Network 1,221,855 561,538 152,499 Performance Media and Data Brand Performance Network 456,640 341,730 253,011 Consumer Insights and Strategy Integrated Agencies Network 224,630 165,238 107,833 $ 2,687,792 $ 1,469,363 $ 888,032 Stagwell has historically largely focused where the Company was founded in North America, the largest market for its services in the world. The Company has expanded its global footprint to support clients in international markets. Stagwell’s Brands are located in the United States and United Kingdom, and more than 32 other countries around the world. 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 years ended December 31, 2022, 2021, and 2020: Year Ended December 31, Geographical Location Reportable Segment 2022 2021 2020 United States All $ 2,218,681 $ 1,219,816 $ 804,418 United Kingdom All 181,764 105,961 41,489 Other All 287,347 143,586 42,125 $ 2,687,792 $ 1,469,363 $ 888,032 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 $116,381 and $116,558 at December 31, 2022 and December 31, 2021, respectively, and are included as a component of Accounts receivable, net on the Consolidated Balance Sheets. Outside vendor costs incurred on behalf of clients which have yet to be invoiced were $93,077 and $63,065 at December 31, 2022 and December 31, 2021, respectively, and are included on the Consolidated Balance Sheets as Expenditures billable to clients. Such amounts are invoiced to clients at various times over the course of providing services. Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Consolidated Balance Sheets. In arrangements in which we are acting as an agent, the recognition related to the contract liability is presented on a net basis within the Consolidated Statements of Operations. Advance billings at December 31, 2022 and December 31, 2021 were $337,034 and $361,885, respectively. The decrease in Advance billings of $24,851 for the year ended December 31, 2022 was primarily driven by $345,277 of revenues recognized that were included in the Advance billings balances as of December 31, 2021 and reductions due to the incurrence of third-party costs, partially offset by the acquisition of certain contract liabilities (as detailed below) and cash payments received or due in advance of satisfying our performance obligations. In 2022, the Company acquired $3,195 in contract assets and $7,620 in contract liabilities in connection with the acquisitions of BNG, Wolfgang, and Maru. See Note 4 of the Notes included herein for additional information related to these acquisitions. Changes in the contract asset and liability balances during the year ended December 31, 2022 were not materially impacted by write offs, impairment losses or any other factors outside of the above acquisitions. Unsatisfied Performance Obligations The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had approximately $52,613 of unsatisfied performance obligations as of December 31, 2022 of which we expect to recognize approximately 82% in 2023, 16% in 2024 and 2% in 2025. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 6. Income (Loss) Per Share The following table sets forth the computations of basic and diluted income per common share for the year ended December 31, 2022: Year Ended December 31, 2022 Income Per Share - Basic Numerator: Net income $ 65,842 Net income attributable to Class C shareholders (24,452) Net income attributable to other equity interest holders (14,121) Net income attributable to noncontrolling and redeemable noncontrolling interests (38,573) Net income attributable to Stagwell Inc. common shareholders $ 27,269 Denominator: Weighted Average number of common shares outstanding 124,262 Income Per Share - Basic $ 0.22 Income Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 27,269 Net income attributable to Class C shareholders 24,452 $ 51,721 Denominator: Basic - Weighted Average number of common shares outstanding 124,262 Dilutive shares: Stock appreciation rights 1,896 Restricted share and restricted unit awards 4,467 Class C shares 165,971 Diluted - Weighted average number of common shares outstanding 296,596 Income Per Share - Diluted $ 0.17 Restricted stock awards of 2,292 as of December 31, 2022 are excluded from the computation of diluted income per common share because the performance contingency necessary for vesting had not been met as of the reporting date. The following table sets forth the computations of basic and diluted loss per common share for the year ended December 31, 2021: Year Ended December 31, 2021 Numerator: Net loss attributable to Stagwell Inc. common shareholders $ (3,706) Denominator: Weighted average number of common shares outstanding 90,426 Loss Per Share - Basic & Diluted $ (0.04) Anti-dilutive: Class C shares 179,970 Stock Appreciation Rights and Restricted Awards 9,509 On September 23, 2021, the Company provided notices of conversion to each holder of record of each share of the Company’s Series 6 and Series 8 Preferred Stock. Pursuant to the notices, the 50,000 issued and outstanding shares of Series 6 Preferred Stock were converted into 12,087 shares of Class A Common Stock, in the aggregate, on October 7, 2021, and the 73,849 issued and outstanding shares of Series 8 Preferred Stock were converted into 20,949 shares of Class A Common Stock, in the aggregate, on November 8, 2021. SMG’s equity structure, prior to the combination with MDC, was a non-unitized single member limited liability company, resulting in all components of equity attributable to the member being reported within Members’ Capital. Given that SMG was a non-unitized single member limited liability company, net income (loss) prior to the combination is not applicable for purposes of calculating earnings per share. Therefore, the net income (loss) in the table above includes the income or loss for the period beginning on the acquisition date through the end of the respective reporting period and as such will not reconcile to the respective amounts presented within the Consolidated Statements of Operations. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets The following is a summary of the Company’s fixed assets as of December 31: 2022 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 56,788 $ (27,689) $ 29,099 $ 41,839 $ (18,136) $ 23,703 Leasehold improvements 101,535 (31,756) 69,779 91,572 (17,759) 73,813 $ 158,323 $ (59,445) $ 98,878 $ 133,411 $ (35,895) $ 97,516 The table above has been revised to reclassify previously reported gross capitalized software and accumulated amortization of $29,844 and $8,757, respectively, as of December 31, 2021 that should have been classified within intangible assets rather than fixed assets to more closely align these net assets with the category of assets they represent. Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $26,510, $15,416 and $7,026, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | Goodwill and Intangible Assets As of December 31, goodwill was as follows: Integrated Agencies Network Brand Performance Network Communications Network All Other Total Balance at December 31, 2019 $ 88,094 $ 177,073 $ 33,258 $ 26,760 $ 325,185 Acquired goodwill 7,070 235 16,275 195 23,775 Foreign currency translation — 3,331 — (566) 2,765 Balance at December 31, 2020 $ 95,164 $ 180,639 $ 49,533 $ 26,389 $ 351,725 Acquired goodwill 1,058,411 178,994 66,244 — 1,303,649 Disposition — — — (935) (935) Foreign currency translation (502) (1,020) — (194) (1,716) Balance at December 31, 2021 $ 1,153,073 $ 358,613 $ 115,777 $ 25,260 $ 1,652,723 Acquired goodwill (1) 3,330 26,176 6,569 29,387 65,462 Impairment (49,840) (49,314) — (17,560) (116,714) Transfer of goodwill between segments (2) (111,065) 111,065 — — — Foreign currency translation (11,422) (13,467) (753) — (25,642) Other (3) (15,682) 685 6,124 — (8,873) Balance at December 31, 2022 $ 968,394 $ 433,758 $ 127,717 $ 37,087 $ 1,566,956 (1) For the year ended December 31, 2022, the Company’s acquisitions resulted in goodwill of $65,462. See Note 4 of the Notes included herein for information related to the acquisitions. (2) Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments. Specifically, Forsman & Bodenfors, Observatory, Crispin Porter Bogusky, Bruce Mau and Vitro Brands, previously within the Integrated Agencies Network, are now within the Brand Performance Network. See Note 20 of the Notes included herein for additional information related to these changes. (3) Other represents adjustments associated with the finalization of purchase price accounting for acquisitions occurring in 2021. The Company recognized an impairment and other losses charge of $122,179 for the year ended December 31, 2022, primarily related to the impairment of goodwill totaling $116,714. The goodwill impairment was to write-down the carrying value in excess of the fair value at eight reporting units, two in the Integrated Agencies Network, five in the Brand Performance Network and one within the All Other category. The charge was recorded within Impairment and other losses on the Consolidated Statements of Operations. At each reporting period, the Company assesses whether it is more likely than not that the carrying amount of its reporting units exceed their fair value. As of October 1, 2022 (the annual impairment test date) and December 31, 2022, the Company performed this assessment and determined that certain reporting units’ carrying values exceeded their fair value. As of October 1, 2022, the Company performed a quantitative impairment test for all reporting units and as of December 31, 2022, the Company performed a quantitative impairment test for certain reporting units that were determined to be more likely than not impaired. As a result of these tests, management concluded there to be certain reporting units with a carrying value in excess of their fair value resulting in an impairment of $116,714 in 2022. The difference in carrying value and fair value was primarily due to a combination of changes in fair value measures such as an increase in interest rates and decrease in market multiples of comparable public companies, as well as current financial forecasts below the previous forecast. In its assessment, the Company uses a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company generally applies an equal weighting to the income and market approaches for the impairment test. The income approach and the market approach both require the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. There was $116,714 of accumulated goodwill impairment charges as of December 31, 2022. The gross and net amounts of intangible assets other than goodwill as of December 31, are as follows: Intangible Assets 2022 2021 Customer relationships – gross $ 875,160 $ 875,541 Accumulated amortization (150,655) (92,746) Customer relationships – net $ 724,505 $ 782,795 Trade names – gross $ 197,037 $ 190,162 Accumulated amortization (53,150) (36,775) Trade names – net $ 143,887 $ 153,387 Developed technology and other intangible assets – gross $ 63,565 $ 37,550 Accumulated amortization (24,428) (14,950) Developed technology and other intangible assets – net $ 39,137 $ 22,600 Total intangible assets $ 1,135,762 $ 1,103,253 Accumulated amortization (228,233) (144,471) Total intangible assets – net $ 907,529 $ 958,782 The table above has been revised to reclassify previously reported gross capitalized software and accumulated amortization of $29,844 and $8,757, respectively, as of December 31, 2021 that should have been classified within intangible assets rather than fixed assets to more closely align these net assets with the category of assets they represent. For the year ended December 31, 2022, the Company recognized an impairment charge of $1,400 to reduce the carrying values of intangible assets within the Integrated Agencies Network and Brand Performance Network reportable segments primarily in connection with the abandonment of certain trade names as part of the integration of certain entities. For the year ended December 31, 2021, the Company recognized an impairment charge of $16,187 to reduce the carrying values of intangible assets within the Integrated Agencies Network and Brand Performance Network reportable segments in connection with the abandonment of certain trade names as part of the rebranding of certain Brands. These charges were recorded as Impairment and other losses on the Consolidated Statements of Operations. The weighted average amortization period for customer relationships is fourteen years, trade names is twelve years, and developed technology and other intangible assets is three years. In total, the weighted average amortization period is thirteen years. Amortization expense related to amortizable intangible assets for the years ended December 31, 2022, 2021, and 2020 was $103,060, $61,054, and $33,999, respectively. The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2023 $ 101,734 2024 96,245 2025 95,380 2026 84,089 2027 82,007 Thereafter 448,074 |
Deferred Acquisition Considerat
Deferred Acquisition Consideration | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Deferred Acquisition Consideration | 4. Acquisitions 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for approximately $20,695 of cash consideration, as well as contingent consideration up to a maximum value of $50,000. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in Stagwell Inc. Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,423 Purchase price consideration $ 37,465 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of BNG. Goodwill of $24,423 was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,698,018 $ 1,501,568 Net income 65,097 36,863 Revenue and net loss attributable to BNG, included within the year ended December 31, 2022 Consolidated Statements of Operations was $20,544 and $67, respectively. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in working capital. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for approximately $17,247 of cash consideration and approximately $457 of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to approximately $13,330. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon estimated fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of TMA Direct. Goodwill of $6,569 was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,691,622 $ 1,481,727 Net income 67,195 39,386 Revenue and net income attributable to TMA Direct, included within the year ended December 31, 2022 Consolidated Statements of Operations was $7,659 and $889, respectively. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for approximately £23,000 (approximately $25,793) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 13,500 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Other liabilities (3,591) Net assets assumed 1,589 Goodwill 24,204 Purchase price consideration $ 25,793 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Maru and the expected growth related to new customer relationships and geographic expansion. Goodwill of $24,204 was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 4,700 10 Trade names 3,500 10 Developed technology 5,300 2-7 Total acquired intangible assets $ 13,500 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,717,667 $ 1,512,791 Net Income 51,841 15,167 Revenue and net loss attributable to Maru, included within the year ended December 31, 2022 Consolidated Statements of Operations was $8,786 and $2,135, respectively. Acquisition of Wolfgang, LLC. On October 3, 2022, the Company acquired the remaining 80% interest that it did not already own in Wolfgang, LLC., (“Wolfgang”) for approximately $3,750 in cash consideration and 175 shares of Class A Common Stock with a fair value of $1,178, subject to post-closing adjustments. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Wolfgang. Goodwill of $2,451 was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 1,055 5 Total acquired intangible assets $ 1,055 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,696,733 $ 1,474,303 Net income 67,196 36,538 Revenue and net loss attributable to Wolfgang, included within the year ended December 31, 2022 Consolidated Statements of Operations was $2,072 and $297, respectively. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC., (“Epicenter”) for approximately $9,864 in cash consideration, subject to post-closing adjustments, as well as contingent consideration up to a maximum value of $5,000. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon preliminary estimated fair values. The preliminary purchase price allocation is as follows: Amount Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Epicenter. Goodwill of $4,416 was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Developed technology $ 7,300 5 Total acquired intangible assets $ 7,300 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,690,969 $ 1,473,183 Net income 65,450 35,810 Revenue and net loss attributable to Epicenter, included within the year ended December 31, 2022 Consolidated Statements of Operations was $1,028 and $1,183, respectively. Other Acquisitions On July 12, 2022, the Company acquired PEP Group Holdings B.V. (“PEP Group”), an omnichannel content creation and adaption production company for approximately $521 in cash consideration, subject to post-closing adjustments, as well as contingent consideration up to a maximum value of €2,553. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc. (“Apollo”), a real-time artificial intelligence-powered software-as-a-service platform, for approximately $2,300 in cash consideration, subject to post-closing adjustments, as well as guaranteed deferred payments of $1,000 and $1,500 on or prior to July 1, 2023 and July 1, 2024, respectively. 2021 Acquisitions Acquisition of MDC On December 21, 2020, MDC and Stagwell Media announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of the Stagwell Subject Entities. The Stagwell Subject Entities comprised Stagwell Marketing and its direct and indirect subsidiaries. On August 2, 2021 (the “Closing Date”), we completed the combination of MDC and the Stagwell Subject Entities and a series of steps and related transactions (such combination and transactions, the “Transactions”). In connection with the Transactions, among other things, (i) MDC completed a series of transactions pursuant to which it emerged as a wholly owned subsidiary of the Company, converted into a Delaware limited liability company and changed its name to Midas OpCo Holdings LLC, and subsequently to Stagwell Global LLC (“OpCo”); (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell Inc. In respect of the Transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in the FASB’s Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The Transactions were accounted for as a reverse acquisition using the acquisition method of accounting, pursuant to ASC Topic 805-10, Business Combinations, with MDC treated as the legal acquirer and SMG treated as the accounting acquirer. In identifying SMG as the acquiring entity for accounting purposes, MDC and SMG took into account a number of factors, including the relative voting rights and the corporate governance structure of the Company. SMG is considered the accounting acquirer since Stagwell Media controls the board of directors of the Company following the Transactions and received an indirect ownership interest in the Company’s only operating subsidiary, OpCo, of 69.55% ownership of OpCo’s common units. However, no single factor was the sole determinant in the overall conclusion that Stagwell is the acquirer for accounting purposes; rather all factors were considered in arriving at such conclusion. Under the acquisition method of accounting, the assets and liabilities of MDC, as the accounting acquiree, were recorded at their respective fair value as of the date the Transactions were completed. On August 2, 2021, an aggregate of 179,970 shares of the Company’s Class C common stock, par value $0.00001 per share (the “Class C Common Stock”), were issued to Stagwell Media in exchange for $1.80. The Class C Common Stock does not participate in the earnings of the Company. Additionally, an aggregate of 179,970 OpCo common units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities (the “Stagwell OpCo Contribution”). The fair value of the purchase consideration was $429,062, consisting of approximately 80,000 shares of the Company’s Class A Common Stock, Class B common stock, par value $0.001 per share (the “Class B Common Stock”), and common stock equivalents based on a per share price of approximately $5.42, the closing stock price on the date of the combination. ASC 805 requires the allocation of the purchase price consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”). Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective and can involve a high degree of estimation. The purchase price valuation was completed during the third quarter of 2022. The purchase price allocation is as follows: Amount Cash and cash equivalents $ 130,197 Accounts receivable 398,736 Other current assets 41,291 Fixed assets 81,343 Right-of-use lease assets - operating leases 252,739 Identifiable intangible assets 810,900 Other assets 18,282 Accounts payable (139,590) Accruals and other liabilities (307,439) Advance billings (211,212) Current portion of lease liabilities (54,009) Current portion of deferred acquisition consideration (53,054) Long-term debt (901,736) Revolving credit facility (109,954) Long-term portion of deferred acquisition consideration (8,056) Long-term portion of lease liabilities (283,637) Other liabilities (139,026) Redeemable noncontrolling interests (25,990) Preferred shares (209,980) Noncontrolling interests (151,090) Net liabilities assumed (861,285) Goodwill 1,290,347 Purchase price consideration $ 429,062 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of MDC. Goodwill of $932,582, $285,396 and $72,369 was assigned to the Integrated Agencies Network, the Brand Performance Network and the Communications Network reportable segments, respectively. The majority of the goodwill is non-deductible for income tax purposes. Goodwill has been updated from the previously reported amount of $1,299,374 as of December 31, 2021 to reflect a change in certain assets and liabilities. There has been no change that impacts the Consolidated Statement of Operations. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately thirteen years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years Trade Names $ 98,000 10 Customer Relationships 712,900 6-15 Total Acquired Intangible Assets $ 810,900 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Years Ended December 31, 2021 2020 Revenue $ 2,224,343 $ 2,087,025 The pro forma net loss was nominal for the years ended December 31, 2021 and 2020. Revenue attributable to MDC, included within the year ended December 31, 2021 Consolidated Statements of Operations was $605,448. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were approximately $15,000 for the twelve months ended December 31, 2021. Acquisition of GoodStuff Holdings Limited On December 31, 2021, the Company acquired GoodStuff Holdings Limited (“Goodstuff”) for approximately £21,000 (approximately $28,188) of cash consideration as well as contingent consideration up to a maximum of £22,000. The cash consideration included an initial payment of £8,000, an excess working capital payment of approximately £9,000 and approximately £4,000 of deferred payments. The contingent consideration is tied to employees’ service and will be recognized as deferred acquisition consideration expense through 2026. Therefore, only the cash consideration has been allocated to the assets acquired and assumed liabilities of Goodstuff based upon their fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount Cash and cash equivalents $ 30,985 Accounts receivable 28,685 Other current assets 3,207 Fixed assets 237 Right-of-use lease assets - operating leases 2,060 Identifiable intangible assets 14,974 Other assets 55 Accounts payable (6,344) Accruals and other liabilities (27,353) Advance billings (15,956) Current portion of lease liabilities (857) Income taxes payable (967) Long-term portion of lease liabilities (3,744) Other liabilities (1,204) Net assets assumed 23,778 Goodwill 4,410 Purchase price consideration $ 28,188 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Goodstuff. Goodwill of $4,410 was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten Fair Value Estimated Useful Life in Years Trade Names $ 1,349 15 Customer Relationships 13,625 10 Total Acquired Intangible Assets $ 14,974 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Years Ended December 31, 2021 2020 Revenue $ 1,488,532 $ 902,577 Net Income 38,719 72,715 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4,600, comprised of a closing cash payment of $3,600 and a contingent deferred acquisition payment of $1,000. The contingent deferred payment was based on the financial results of the underlying business through the end of 2022 with the payment due in 2023. 2021 Purchases of Noncontrolling Interests On October 1, 2021, the Company entered into an agreement to purchase the approximate 27% remaining interest of Targeted Victory it did not already own, stipulating the purchase of 13.3% on October 1, 2021 and the remaining 13.3% on July 31, 2023, with the option for the seller to delay the second purchase until July 31, 2025. The purchase price of $73,898 was comprised of a contingent deferred acquisition payment and redeemable noncontrolling interest with estimated present values at the acquisition date of $46,618 and $27,280, respectively. The contingent deferred payment and redeemable noncontrolling interest were based on the financial results of the underlying business through July 2023 and July 2025, respectively. In addition, at the option of the Company, up to 50% of the total purchase price can be paid in shares of Class A Common Stock and in no event may the purchase price exceed $135,000. On December 1, 2021, the Company acquired the approximate 27% remaining interest of Concentric it did not already own for an aggregate purchase price of $8,058, comprised of a closing cash payment of $1,581 and contingent deferred acquisition payments with an estimated present value at the acquisition date of $6,477. The contingent deferred payments were based on the financial results of the underlying business through 2022 with final payment due in 2023. On December 31, 2021, the Company acquired the approximate 49% remaining interest of Instrument it did not already own for an aggregate purchase price of $157,072, comprised of a closing payment of $37,500 in cash and $37,500 in shares of Class A Common Stock and deferred acquisition payments with an estimated present value at the acquisition date of $82,072, with approximately 40% to be paid in shares of Class A Common Stock. The deferred payments are not contingent and will be paid in 2023 and 2024. 2021 Disposition On September 15, 2021, the Company sold Reputation Defender to a strategic buyer for approximately $40,000 resulting in a gain of approximately $43,000. The gain was recognized within Other, net within the Consolidated Statements of Operations. 2020 Acquisitions On February 14, 2020, the Company acquired Sloane & Company (“Sloane”) for approximately $24,400 of total consideration. Total consideration included a cash payment of $19,600 and contingent deferred acquisition consideration of $4,800. On August 14, 2020, the Company acquired Kettle Solutions, LLC (“Kettle”) for approximately $5,400 of total consideration. Total consideration included a cash payment of $4,900, plus an additional $500 due upon the finalization of Kettle’s working capital accounts, as outlined in the purchase agreement. The purchase agreement also offers the previous owners of Kettle an additional $11,900 in deferred consideration. On October 30, 2020, the Company acquired TrueLogic Software, LLC, Ramenu S.A., and Polar Bear Development S.R.L. (collectively referred to as “Truelogic”), for approximately $17,300 of total consideration. Total consideration included a cash payment of $8,900, the acquisition date fair value of the contingent deferred acquisition consideration of $7,900, and an additional $500 due upon the finalization of Truelogic’s working capital accounts, as outlined in the purchase agreement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of each acquisition: 2020 Sloane Kettle Truelogic Total Cash, cash equivalents and restricted cash $ — $ 49 $ 90 $ 139 Accounts receivable and other current assets 2,768 2,732 2,958 8,458 Other noncurrent assets — 172 10 182 Intangible assets 5,900 1,930 9,500 17,330 Property and equipment 72 58 50 180 Right-of-use lease assets – operating leases — 533 201 734 Accounts payable and other current liabilities (469) (552) (1,063) (2,084) Advanced billings (130) (310) (429) (869) Operating lease liabilities — (533) (201) (734) Goodwill 16,275 1,323 6,184 23,782 Total net assets acquired $ 24,416 $ 5,402 $ 17,300 $ 47,118 Goodwill recognized on the Sloane, Kettle and Truelogic acquisitions is fully-deductible for income tax purposes. The following table reports the fair value of intangible assets acquired, including the corresponding weighted average amortization periods, as of the date of each acquisition: 2020 Weighted Average Amortization Period Sloane Kettle Truelogic Total Customer relationships 10 years $ 4,600 $ 1,600 $ 9,100 $ 15,300 Trade names 11 years 1,300 330 400 2,030 Total $ 5,900 $ 1,930 $ 9,500 $ 17,330 The following table summarizes the total revenue and net income included in the Consolidated Statements of Operations for the year ended December 31, 2020 from the date of each acquisition: Year Ended December 31, 2020 Revenue $ 22,381 Net Income 2,685 Pro Forma Financial Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the 2020 acquisitions as if they had occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Year Ended December 31, 2020 Revenue $ 911,203 Net Income 75,767 9. Deferred Acquisition Consideration Deferred acquisition consideration on the Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period within Office and general expenses on the Consolidated Statements of Operations. 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 Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: December 31, December 31, 2021 Beginning balance $ 222,369 $ 17,847 Payments (73,963) (12,431) Adjustments to deferred acquisition consideration (1) (12,779) 18,721 Additions (2) 26,594 198,937 Currency translation adjustment (759) — Other (139) (705) Ending balance (3) $ 161,323 $ 222,369 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. Adjustments to deferred acquisition consideration are recorded within Office and general expenses on the Consolidated Statements of Operations. (2) In 2021, approximately $61,000 of additions represent deferred acquisition consideration acquired in connection with the acquisition of MDC. Approximately $136,000 of additions represent deferred acquisition consideration acquired in connection with the purchases of noncontrolling interests. See Note 4 of the Notes included herein for additional information related to the purchases of Concentric, Targeted Victory, and Instrument. In 2022, approximately $24,000 of additions represent deferred acquisition consideration acquired in connection with the acquisitions of BNG, Apollo, PEP Group and Epicenter. See Note 4 of the Notes included herein for additional information related to these acquisitions. (3) As of December 31, 2022, approximately, $51,000 of the deferred acquisition consideration is expected to be settled in the Company’s Class A Common Stock. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases office space in North America, Europe, Asia, South America, Africa, and Australia. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2023 through 2034. The Company’s finance leases are immaterial. 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 non-cancellable 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 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 with unrelated third parties. These leases are classified as operating leases and expire between years 2023 through 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America and Europe. As of December 31, 2022, the Company has entered into two operating leases for which the commencement date has not yet occurred primarily because of the premises being prepared for occupancy by the landlord. Accordingly, these two leases represent an obligation of the Company that is not reflected within the Consolidated Balance Sheets as of December 31, 2022. The aggregate future liability related to these leases is approximately $3,266. 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 years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Lease Cost: Operating lease cost $ 75,190 $ 46,019 $ 25,507 Variable lease cost 18,575 10,685 3,843 Sublease rental income (14,446) (7,367) (3,777) Total lease cost $ 79,319 $ 49,337 $ 25,573 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 91,300 $ 53,360 $ 20,942 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 27,761 $ 373,179 $ 2,952 As of December 31, 2022, the weighted average remaining lease term (in years) and weighted average discount rate were 6.4 and 4.5%, respectively. Operating lease expense is included in office and general expenses in the Consolidated Statements of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial. In the year ended December 31, 2022, the Company recorded a charge of $2,582 to reduce the carrying value of three of its right-of-use lease assets and related leasehold improvements. These right-of-use lease assets related to agencies within the Integrated Agencies Network and the Brand Performance Network. As a result of subleasing or abandoning the space, the Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using the sublease income 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 Consolidated Statements of Operations. The following table presents minimum future rental payments under the Company’s leases at December 31, 2022 and their reconciliation to the corresponding lease liabilities: Maturity Analysis 2023 $ 91,084 2024 77,438 2025 59,848 2026 44,589 2027 40,163 Thereafter 119,119 Total 432,241 Less: Present value discount (61,843) Lease liability $ 370,398 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt As of December 31, 2022 and December 31, 2021, the Company’s indebtedness was comprised as follows: December 31, December 31, 2021 Revolving credit facility $ 100,000 $ 110,165 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (15,293) (18,564) Total long-term debt $ 1,184,707 $ 1,191,601 Interest expense related to long-term debt included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020 was $73,788, $29,594, and $5,472, respectively. The amortization of debt issuance costs included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020 $2,358, $2,693, and $831, respectively. Revolving Credit Agreement On November 18, 2019, the Company entered into a debt agreement (“JPM Syndicated Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A (“JPM”). The JPM Syndicated Facility consisted of a five-year revolving credit facility of $265,000 (“JPM Revolver”) with the right to be increased by an additional $150,000. On March 18, 2020, the Company increased the commitments on the JPM Revolver by $60,000 to $325,000. On August 2, 2021, in connection with the closing of the acquisition of MDC, the Company entered into an amended and restated credit agreement (as further amended on April 28, 2022 and December 14, 2022, the “Combined Credit Agreement”) with a syndicate of banks led by JPM to increase commitments on the existing JPM Revolver. The Combined Credit Agreement consists of a $500,000 senior secured revolving credit facility with a five-year maturity. The Combined Credit Agreement contains sub-limits for revolving loans denominated in pounds and euros not to exceed U.S. dollar equivalent of $50,000 in pounds and $50,000 in euros and $100,000 in the aggregate. Additionally, the Combined Credit Agreement contains a $15,000 sub-limit for letters of credits denominated in pounds or euros. It also includes an accordion feature under which the Company may request, subject to lender approval and certain conditions, to increase the amount of the commitments to an aggregate amount not to exceed $650,000. On April 28, 2022, the Company amended the Combined Credit Agreement. Among other things, this amendment replaced any references to LIBOR with references to SOFR. Borrowings pursuant to the Combined Credit Agreement, as amended, bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50% and (c) SOFR plus 1% in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Combined Credit Agreement) at that time. Additionally, the Combined Credit Agreement was amended to remove certain pre-commencement notice provisions for certain acquisitions under $50,000 in the aggregate, increased the amount permitted for certain investments allowed under the Combined Credit Agreement, and, subject to certain conditions, to allow for the repurchase of Stagwell Inc. stock in an amount not to exceed $100,000 in any fiscal year. All other substantive terms of the Combined Credit Agreement remain unchanged. Prior to April 28, 2022, borrowings under the Combined Credit Agreement bore interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest announced from time to time by JPM, (b) the federal funds effective rate from time to time plus 0.50% and (c) the LIBOR rate plus 1%, in each case, plus the applicable margin (calculated based on the Company’s total leverage ratio) at that time or (ii) the LIBOR rate plus the applicable margin (calculated based on the Company’s total leverage ratio) at that time. The Company transfers certain of its trade receivable assets to third parties under sales agreements. On December 14, 2022, the Company amended its Combined Credit Agreement to allow for the sale of accounts receivable with JPM. Refer to Note 2 of the Notes included herein for further detail of this agreement. All other substantive terms of the Combined Credit Agreement remained unchanged. Advances under the Combined Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium. The Combined Credit Agreement commitment may be reduced by the Company from time to time. Principal amounts outstanding under the Combined Credit Agreement are due and payable in full at maturity within five years of the date of the Combined Credit Agreement. If an event of default occurs under the Combined Credit Agreement or any future secured indebtedness, the holders of such secured indebtedness will have a prior right to our assets securing such indebtedness, to the exclusion of the holders of the 5.625% Notes (as defined below), even if we are in default with respect to the 5.625% Notes. In that event, our assets securing such indebtedness would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under the Combined Credit Agreement), resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of the 5.625% Notes and other unsecured indebtedness. The Combined Credit Agreement contains a number of financial and nonfinancial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants at December 31, 2022. A portion of the Combined Credit Agreement in an amount not to exceed $50,000 is available for the issuance of standby letters of credit. At December 31, 2022 and December 31, 2021, the Company had issued undrawn outstanding letters of credit of $25,305 and $24,332, respectively. Senior Notes In August 2021, the Company issued $1,100,000 aggregate principal amount of 5.625% senior notes (“5.625% Notes”). A portion of the proceeds from the issuance of the 5.625% Notes was used to redeem $870,300 aggregate principal amount of the outstanding 7.50% Senior Notes due 2024 (the “Existing Notes”) for a price of $904,200. This price is equal to 101.625% of the outstanding principal amount of the Existing Notes being redeemed, plus, accrued, and unpaid interest on the principal amount of such Existing Notes. The Company did not recognize a gain or loss on redemption. The 5.625% Notes are due August 15, 2029 and bear interest of 5.625% to be paid on February 15 and August 15 of each year, commencing on February 15, 2022. The 5.625% Notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries. The 5.625% Notes rank (i) equally in right of payment with all of the Company’s or any guarantor’s existing and future unsubordinated indebtedness, (ii) senior in right of payment to the Company’s or any guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to any of the Company’s or any guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Combined Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that are not guarantors. Our obligations under the 5.625% Notes are unsecured and are effectively junior to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. Borrowings under the Combined Credit Agreement are secured by substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary. The Company may, at its option, redeem the 5.625% Notes in whole at any time or in part from time to time, on and after August 15, 2024 at a redemption price of 102.813% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2024, at a redemption price of 101.406% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2025 and at a redemption price of 100% of the principal amount thereof if redeemed on August 15, 2026 and thereafter. Prior to August 15, 2024, the Company may, at its option, redeem some or all of the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus a “make whole” premium and accrued and unpaid interest. The Company may also redeem, at its option, prior to August 15, 2024, up to 40% of the 5.625% Notes with the net proceeds from one or more equity offerings at a redemption price of 105.625% of the principal amount thereof. If the Company experiences certain kinds of changes of control (as defined in the indenture), holders of the 5.625% Notes may require the Company to repurchase any 5.625% Notes held by them at a price equal to 101% of the principal amount of the 5.625% Notes plus accrued and unpaid interest. In addition, if the Company sells assets under certain circumstances, it must offer to repurchase the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus accrued and unpaid interest. The indenture includes covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries (as defined in the indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of the Company; make certain types of investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of the Company’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 5.625% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants at December 31, 2022. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans | Employee Benefit Plan A subsidiary of the Company, sponsors a defined benefit plan with benefits based on each employee’s years of service and compensation. The benefits under the defined benefit pension plan are frozen. Net Periodic Pension Cost and Pension Benefit Obligation Net periodic pension benefit consists of the following components for the years ended December 31: Pension Benefits 2022 2021 Interest cost on benefit obligation $ 1,104 $ 441 Expected return on plan assets (1,659) (697) Net periodic benefit income $ (555) $ (256) Settlement gain (198) — Total periodic benefit income $ (753) $ (256) The above components are included within Other, net The following weighted average assumptions were used to determine net periodic costs at December 31: Pension Benefits 2022 2021 Discount rate 2.82 % 2.62 % Expected return on plan assets 6.50 % 6.50 % Rate of compensation increase N/A N/A The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes. Other changes in plan assets and benefit obligation recognized in Other comprehensive income (loss) consist of the following components for the years ended December 31: Pension Benefits 2022 2021 Current year actuarial gain $ (4,088) $ (722) Total recognized in other comprehensive (income) (4,088) (722) Total recognized in net periodic benefit income and other comprehensive loss $ (4,841) $ (978) The following table summarizes the change in benefit obligation and fair values of plan assets for the years ended December 31: Pension Benefits 2022 2021 Change in benefit obligation: Benefit obligation, beginning balance (1) $ 40,005 $ 41,206 Interest cost 1,104 441 Actuarial gains (10,930) (1,091) Benefits paid (2,135) (551) Benefit obligation, ending balance 28,044 40,005 Change in plan assets: Fair value of plan assets, beginning balance (1) 26,355 26,578 Actual loss on plan assets (4,985) 328 Benefits paid (2,135) (551) Fair value of plan assets, ending balance 19,235 26,355 Funded status $ 8,809 $ 13,650 (1) Benefit obligation assumed in connection with the acquisition of MDC. Beginning balance is as of July 31, 2021. Amounts recognized in the Consolidated Balance Sheets at December 31 consist of the following: Pension Benefits 2022 2021 Non-current liability $ 8,809 $ 13,650 Net amount recognized $ 8,809 $ 13,650 Amounts recognized in Accumulated other comprehensive loss before income taxes consists of the following components for the years ended December 31: Pension Benefits 2022 2021 Accumulated net actuarial gains $ 4,810 $ 722 Amount recognized $ 4,810 $ 722 In 2023, the Company estimates that it will recognize $66 in amortization of net actuarial gains from Accumulated other comprehensive loss, net into net periodic cost related to the pension plan. The following weighted average assumptions were used to determine benefit obligations as of December 31: Pension Benefits 2022 2021 Discount rate 5.47 % 2.82 % Rate of compensation increase N/A N/A The discount rate assumptions at December 31, 2022 and 2021 were determined independently. The discount rate was derived from the effective interest rate of a hypothetical portfolio of high-quality bonds, whose cash flows match the expected future benefit payments from the plan as of the measurement date. Fair Value of Plan Assets and Investment Strategy The fair value of the plan assets as of December 31, is as follows: 2022 Level 1 Level 2 Level 3 Asset Category: Receivables $ 15 $ 15 $ — $ — Money market fund – Short-term investments 804 804 — — Mutual funds 18,416 18,416 — — Total $ 19,235 $ 19,235 $ — $ — 2021 Level 1 Level 2 Level 3 Asset Category: Money market fund – Short-term investments $ 937 $ 937 $ — $ — Mutual funds 25,418 25,418 — — Total $ 26,355 $ 26,355 $ — $ — See Note 18 of the Notes included herein for additional information regarding the fair value hierarchy. The pension plan’s weighted average asset allocation for the years ended December 31, 2022 and 2021 were as follows: Target Allocation Actual Allocation 2022 2022 2021 Asset Category: Equity securities 65.0 % 67.4 % 69.1 % Debt securities 30.0 % 28.4 % 27.3 % Cash/cash equivalents and Short-term investments 5.0 % 4.2 % 3.6 % Total 100.0 % 100.0 % 100.0 % The goals of the pension plan investment program are to fully fund the obligation to pay retirement benefits in accordance with the plan documents and to provide returns that, along with appropriate funding from the Company, maintain an asset/liability ratio that is in compliance with all applicable laws and regulations and assures timely payment of retirement benefits. Equity securities primarily include investments in large-cap and mid-cap companies located in the United States. Debt securities are diversified across different asset types with bonds issued in the United States as well as outside the United States. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the preceding tables. Cash Flows The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets. During 2022 and 2021, the Company did not make any contributions to the pension plan. The Company estimates that it will make approximately $787 in contributions to the pension plan in 2023. Fluctuations in actual market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefit costs and contributions in future periods. The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31: Period Amount 2023 $ 1,794 2024 2,014 2025 1,932 2026 1,958 2027 1,903 Thereafter 10,022 |
Noncontrolling and Redeemable N
Noncontrolling and Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling and Redeemable Noncontrolling Interests | 13. Noncontrolling and Redeemable Noncontrolling Interests Noncontrolling Interests When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholder’s Equity in the Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments. Changes in the Company’s ownership interests in its less than 100% owned subsidiaries during the years ended December 31, 2022, 2021, and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ 21,036 $ 56,356 Transfers from the noncontrolling interest: Change in Stagwell Inc. Paid-in capital for purchase of redeemable noncontrolling interests and noncontrolling interests (1,000) (26,538) — Change in Stagwell Inc. Paid-in-Capital for conversion of Class C to Class A shares 47,911 — — Net transfers from noncontrolling interests 46,911 (26,538) — Change from net income (loss) attributable to Stagwell Inc. and transfers to noncontrolling interests $ 74,180 $ (5,502) $ 56,356 The following table presents net income attributable to noncontrolling interests between holders of Class C Common Stock and other equity interest holders for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Net income attributable to Class C shareholders $ 24,452 $ 6,126 $ — Net income attributable to other equity interest holders 5,986 9,170 18,231 Net income attributable to noncontrolling interests $ 30,438 $ 15,296 $ 18,231 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of December 31, 2022 and December 31, 2021: December 31, December 31, 2021 Noncontrolling interest of Class C shareholders $ 428,406 $ 475,373 Noncontrolling interest of other equity interest holders 33,691 32,914 NCI attributable to noncontrolling interests $ 462,097 $ 508,287 The table above has been revised to reclassify approximately $45,422 from previously reported non-controlling interests to additional paid-in capital that should have been recognized as a result of the exchange of Paired Units for shares of the Company’s Class A common stock in February 2022. Redeemable Noncontrolling Interests The following table presents changes in redeemable noncontrolling interests: December 31, December 31, 2021 Beginning balance $ 43,364 $ 604 Redemptions (4,222) (15,231) Acquisitions (1) — 53,270 Changes in redemption value (8,711) 3,834 Net income (loss) attributable to redeemable noncontrolling interests 8,135 (412) Other 545 1,299 Ending balance $ 39,111 $ 43,364 (1) In 2021, approximately $26,000 represents redeemable noncontrolling interests acquired in connection with the acquisition of MDC. Approximately $27,000 represents redeemable noncontrolling interests acquired in connection with the purchase of the noncontrolling interest of Targeted Victory. See Note 4 of the Notes included herein for additional information related to the purchase of Targeted Victory. 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 2022 to 2027. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights. The redeemable noncontrolling interest of $39,111 as of December 31, 2022, consists of $35,206, assuming that the subsidiaries perform over the relevant periods at their current profit levels, and $3,905 upon termination of such owner’s employment with the applicable subsidiary or death. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. There is no related impact on the Company’s income per share calculations. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 14. Commitments, Contingencies, and Guarantees Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. Guarantees . Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying audited 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 December 31, 2022, the Company had $25,305 of undrawn letters of credit outstanding. The Company entered into two operating leases for which the commencement date has not yet occurred as of December 31, 2022. See Note 10 of the Notes included herein for additional information. |
Share Capital
Share Capital | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Share Capital | 15. Share Capital On March 23, 2022, the board of directors authorized the Repurchase Program under which we may repurchase up to $125,000 of shares of our outstanding Class A Common Stock. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. Our board of directors will review the Repurchase Program periodically and may authorize adjustments of its terms. As of December 31, 2022, there were 7,194 shares of Class A Common Stock repurchased under the Repurchase Program at an aggregate value, excluding fees, of $51,547. These were purchased at an average share price of $7.17 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $73,309 as of December 31, 2022. On March 1, 2023, the Board authorized an extension and a $125,000 increase in the size of the Repurchase Program to an aggregate of $250,000, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program, as amended, will expire on March 1, 2026. The authorized and outstanding share capital of the Company is below. Class A Common Stock There are 1,000,000 shares of Class A Common Stock, authorized, of which 131,720 shares were issued and outstanding as of December 31, 2022. Each share of Class A Common Stock carries one vote and entitles its holder to dividends equal to or greater than each share of Class B Common Stock. Class B Common Stock There are 5 shares of Class B Common Stock authorized, of which 4 shares were issued and outstanding as of December 31, 2022. Each share of Class B Common Stock carries twenty votes and is convertible at any time at the option of the holder into one share of Class A Common Stock. Class C Common Stock There are 250,000 shares of Class C Common Stock authorized, of which 160,909 shares were issued and outstanding as of December 31, 2022. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of OpCo (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A Common Stock). In 2021, an aggregate of 179,970 Paired Units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities. In the year ended December 31, 2022, holders of Paired Units exchanged 19,061 Paired Units for the same number of shares of Class A Common Stock. Of these 19,061 Paired Units, approximately 5,000 triggered an employee tax withholding obligation of $14,900. The Company repurchased approximately 2,000 of the 5,000 shares of Class A Common Stock issued to the employees to satisfy its employee tax withholding obligation. Shares-based Awards As of December 31, 2022 and 2021, of the total number of shares authorized, 12,858 and 2,839, respectively, remain available to be issued for future awards. The following tables summarize share-based activity of awards authorized under our employee stock incentive plans and awards (such as inducement awards) and other share-based commitments that have met the requirements to be issued separate from shareholder-approved stock incentive plans. The following table summarizes information about performance-based and time-based restricted stock and restricted stock unit awards: Performance-Based Awards Time-Based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance at December 31, 2020 — $ — — $ — Shares acquired concurrent with acquisition — — 3,326 5.42 Granted 1,048 8.68 12,659 5.51 Vested — — (282) 5.42 Forfeited — — (4) 5.42 Balance at December 31, 2021 1,048 $ 8.68 15,699 $ 5.49 Granted 1,372 7.03 5,075 7.38 Vested — — (14,182) 5.45 Forfeited (34) 7.79 (323) 6.20 Balance at December 31, 2022 2,386 $ 7.74 6,269 $ 7.07 The vesting of the performance-based awards is contingent primarily upon the Company meeting certain cumulative revenue and earnings targets, primarily ranging over two to three years, and continued employment through the vesting date. The term of the time-based awards is generally three years with vesting generally one to three years. The vesting period of the time-based and performance-based awards is generally commensurate with the requisite service period. The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2022 and 2021, was $77,332 and $1,527, respectively. At December 31, 2022, the weighted average remaining contractual life for time-based and performance-based awards was 0.65 and 1.86 years, respectively. At December 2021, the weighted average remaining contractual life for time-based and performance-based awards was 0.37 and 2.37 years, respectively. At December 31, 2022 and 2021, the unrecognized compensation expense for time-based awards was $16,449 and $15,376, respectively, and will be recognized over a weighted average period of 0.65 years and 0.37 years, respectively. At December 31, 2022 and 2021, the unrecognized compensation expense for performance-based awards was $12,781 and $8,221, respectively, and will be recognized over a weighted average period of 1.86 and 2.37 years, respectively. The following table summarizes information about stock appreciation rights (“SAR”) awards: SAR Awards Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance at December 31, 2020 — $ — $ — Shares acquired concurrent with acquisition 3,379 2.94 2.95 Granted 1,598 2.39 8.13 Forfeited (84) 1.35 6.60 Balance at December 31, 2021 4,893 $ 2.79 $ 4.58 Granted — — — Forfeited — — — Exercised (48) 3.66 6.00 Balance at December 31, 2022 4,845 $ 2.78 $ 4.57 We use the Black-Scholes option-pricing model to estimate the fair value of SAR awards. The grant date fair value of the SARs granted in 2021 ranged from $2.20 to $3.66. SARs granted in 2021 vest in 1 to 3 years. The vesting period of these awards is generally commensurate with the requisite service period. The assumptions used to value these awards were as follows: expected life ranging from 2.8 to 4 years, risk free interest rate of approximately 1.0%, expected volatility ranging from of 35.5% to 38.1%, and dividend yield of 0.0%. The term of these awards is 5 years. Certain of the Company’s SAR awards are settled in cash. These awards are liability classified and remeasured at each reporting period. As of December 31, 2022, the assumptions for the Black-Scholes model for these awards were as follows: expected life ranging from 2 to 3 years, risk free interest rate of approximately 4%, expected volatility ranging from of 37.0% to 41.4%, and dividend yield of 0.0%. The remaining term of these awards as of December 31, 2022, is approximately 4 years. For the years ended December 31, 2022 and 2021, the number of SAR awards that vested were 1,943 and 1,950, respectively. As of December 31, 2022 and 2021, 3,845 and 1,950 SAR awards had vested and were exercisable, respectively. The aggregate intrinsic value of the SAR awards outstanding as of December 31, 2022 and 2021 was $11,063 and $19,677 respectively. At December 31, 2022 and 2021, the weighted average remaining contractual life for the SAR awards was 1.45 years and 1.15 years, respectively. At December 31, 2022 and 2021, the unrecognized compensation expense for these awards was $1,175 and $4,639, respectively, to be recognized over a weighted average period of 1.45 and 1.15 years, respectively. For the years ended December 31, 2022 and 2021, the total recognized in stock-based compensation related to all stock compensation awards was $36,663 and $75,032, respectively. The related income tax benefit for the years ended December 31, 2022 and 2021 was $4,106 and $5,289, respectively. Subsidiary Awards Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The profits interests awards generally provide the employee the right, but not the obligation, to sell its profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are settled in cash and the corresponding liability was $20,961 and $36,418 at December 31, 2022 and 2021, respectively and is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets. The change in the profits interest liabilities for the years ended December 31, 2022 and 2021 was a decrease of $4,179 and an increase of $536, respectively and was recorded as stock-based compensation in Office and general expenses within the Statements of Operations. | 12,781 and $8,221, respectively, |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Income Loss | Changes in Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) for the years ended December 31 were: Defined Benefit Pension Foreign Currency Translation Total Balance December 31, 2020 $ — $ — $ — Other comprehensive loss before reclassifications — (6,000) (6,000) Amounts reclassified from accumulated other comprehensive income 722 — 722 Other comprehensive loss 722 (6,000) (5,278) Balance December 31, 2021 722 (6,000) (5,278) Other comprehensive loss before reclassifications 4,088 (37,751) (33,663) Other comprehensive loss 4,088 (37,751) (33,663) Balance December 31, 2022 $ 4,810 $ (43,751) $ (38,941) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | 17. Income Taxes The components of the Company’s income before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were: 2022 2021 2020 Income (Loss): U.S. $ 29,597 $ 38,717 $ 95,939 Non-U.S. 43,904 20,841 (18,599) $ 73,501 $ 59,558 $ 77,340 The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2022 2021 2020 Current tax provision U.S. federal $ 3,913 $ 7,259 $ 5,812 U.S. state and local 5,588 7,459 3,242 Non-U.S. 16,398 12,498 2,346 25,899 27,216 11,400 Deferred tax provision (benefit): U.S. federal (8,049) (143) (1,951) U.S. state and local (6,439) (2,521) 389 Non-U.S. (3,831) (1,154) (3,901) (18,319) (3,818) (5,463) Income tax expense $ 7,580 $ 23,398 $ 5,937 A reconciliation of income tax expense (benefit) using the U.S. federal income tax rate compared with actual income tax expense for the years ended December 31, is as follows: 2022 2021 2020 Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 73,501 $ 59,558 $ 77,340 Statutory income tax rate 21.0 % 21.0 % 21.0 % Tax expense using U.S. statutory income tax rate $ 15,435 $ 12,507 $ 16,241 Impact of disregarded entity structure (3,355) (6,954) (16,049) Foreign, net 2,111 5,995 752 State taxes, net (850) 4,327 1,980 Stock compensation (1,342) 4,009 — Valuation allowance 2,760 (15) 1,286 Revaluation of TRA step up (6,952) — — Return to provision adjustments (16,159) — — Goodwill impairments 14,645 — — Other, net 1,287 3,529 1,727 Income tax expense $ 7,580 $ 23,398 $ 5,937 Effective income tax rate 10.3 % 39.3 % 7.7 % Prior to merger, the Company was a limited liability company classified as a disregarded entity for U.S. federal income tax purposes, and as such was not subject to taxes from a U.S. federal income tax perspective. After the merger, the Company is a corporation with an investment in a limited liability company classified as a partnership for U.S. federal income tax purposes, and as such a portion of the consolidated income is not subject to taxes from a U.S. federal income tax perspective. The tax rate of 21.0% has been used to capture the U.S. federal taxes of the Company and the corporations owned by the Company and recorded in the Consolidated Statements of Operations and Comprehensive Income. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“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. In August 2022, the United States enacted to the Inflation Reduction Act of 2022 (“IRA”), which creates a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion. We do not expect an increase in our tax liability from this new book minimum tax in 2023. Income taxes receivable were $15,191 and $790 at December 31, 2022 and 2021, respectively, and were included in other current assets on the balance sheet. Income taxes payable were $6,850 and $24,643 at December 31, 2022 and 2021, respectively, and were included in accrued and other liabilities on the balance sheet. The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows: 2022 2021 2020 Deferred tax assets: Net operating losses $ 38,871 $ 33,112 $ 10,229 Tax credits 7,104 6,644 583 Operating lease liability 52,442 48,173 4,141 Interest deductions 29,530 30,760 — Accruals and other liabilities 2,794 3,720 — TRA and related step-up, net of amortization 32,890 — — Other 14,557 15,160 3,344 Gross deferred tax asset 178,188 137,569 18,297 Less: valuation allowance (12,223) (5,825) (5,551) Net deferred tax assets $ 165,965 $ 131,744 $ 12,746 Deferred tax liabilities: Right-of-use lease asset - operating leases 40,012 37,001 3,577 Property and equipment, net 6,839 4,212 463 Goodwill and intangibles 90,599 83,607 21,959 Residual basis differences — 102,297 — Other 940 6,854 2,639 Total deferred tax liabilities 138,390 233,971 28,638 Net deferred tax asset (liability) $ 27,575 $ (102,227) $ (15,892) Deferred tax assets $ 67,684 $ 866 $ 158 Deferred tax liabilities (40,109) (103,093) (16,050) $ 27,575 $ (102,227) $ (15,892) The preliminary deferred tax liability for the Company’s residual basis difference in OpCo of $102,297 reflected in the table above as of December 31, 2021 was adjusted to zero as of December 31, 2022 to reflect the finalization of the Company’s book and tax basis in OpCo. This deferred tax liability had a balance of $119,470 as of September 30, 2022 that should have been zero. In addition, a deferred tax liability of $16,700, and the associated reduction to additional paid-in-capital was not recorded when the exchanges of Paired Units for Class A Common Stock occurred in February 2022. The correction has been reflected as of December 31, 2022. Tax Receivables Agreement In connection with the closing of the Transaction, we entered into the Tax Receivables Agreement (“TRA”) with OpCo and Stagwell Media, pursuant to which we are required to make cash payments to Stagwell Media equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (defined in Note 11) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA. The Company accounts for amounts payable under the TRA in accordance with ASC 450-Contingencies. We will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance and a corresponding reduction to the TRA liability. The amounts to be recorded for both the deferred tax assets and the liability under the TRA will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. In the first quarter of 2022, the Company had its first exchange of Paired Units for shares of Class A Common Stock and recorded its initial TRA liability. Further exchanges have been made in the subsequent quarters. As of December 31, 2022 the Company has recorded a TRA liability of $28,694 and a deferred tax asset, net of amortization of $32,890 in connection with the exchanges of the Paired Units and the projected obligations under the TRA. Stagwell Inc. itself has net operating loss carryforwards of $57,553 relating to U.S. states which expire years 2024 through 2042. Stagwell Inc. also had indefinite net operating loss carryforwards which consist of $44,048 relating to U.S. federal, and $140,608 relating to states. Stagwell Inc. also has foreign tax credit and general business carryovers of $7,104 which expire between 2024 and 2031. Stagwell Inc.’s consolidated corporate subsidiaries also have net operating loss carryforwards which expire in years 2022 through 2044. These definite lived net operating loss carryforwards consist of $18,730 relating to U.S. federal, $21,403 relating to states and $20,099 relating to non-U.S. The corporate subsidiaries also have indefinite net operating loss carryforwards which consist of $10,555 relating to U.S. federal, and $15,363 relating to non-U.S. The majority of the consolidated corporate subsidiaries’ U.S. tax attributes are subject to an annual limitation as a result of historic acquisitions which constituted a change of ownership as defined under Internal Revenue Code 382. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates all positive and negative evidence and considers factors such as the reversal of taxable temporary differences, taxable income in eligible carryback years, future taxable income, and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. The Company maintained a valuation allowance of $12,223 as of December 31, 2022 relating to both U.S. and foreign deferred tax assets, and $5,825 as of December 31, 2021 relating to U.S. and foreign deferred tax assets. The Company is permanently reinvested with respect to its foreign earnings in certain jurisdictions, and no deferred taxes have been recorded related to such earnings as the determination of the amount is not practicable. The Company currently does not intend to distribute previously taxed income. Upon distribution in the future, the Company may incur state and foreign withholding taxes on such income, the amount of which is not practicable to compute. As of December 31, 2022 and 2021, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $2,159 and $1,120, respectively. It is the Company’s policy to classify interest and penalties arising in connection with unrecognized tax benefits as a component of income tax expense. As of December 31, 2022 and 2021, accrued penalties and interest included in unrecognized tax benefits were approximately $23 and $82, respectively. If these unrecognized tax benefits were to be recognized, it would affect the Company’s effective tax rate. 2022 2021 A reconciliation of the change in unrecognized tax benefits is as follows: Unrecognized tax benefit - Beginning Balance $ 1,038 $ — Current year positions — — Prior period positions 1,850 1,038 Settlements (477) — Lapse of statute of limitations (275) — Unrecognized tax benefits - Ending Balance $ 2,136 $ 1,038 It is reasonably possible that the amount of unrecognized tax benefits could decrease by a range of $104 to $286 in the next twelve months as a result of expiration of certain statute of limitations. The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. The statute of limitations for tax years prior to 2019 are closed for U.S. federal purposes. The statute of limitations for tax years prior to 2016 have also expired in non-U.S. jurisdictions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 18. Fair Value Measurements A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Financial Instruments that are not Measured at Fair Value on a Recurring Basis The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis at December 31: December 31, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value 5.625% Notes $ 1,100,000 $ 902,000 $ 1,100,000 $ 1,120,900 The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy. Financial Instruments Measured at Fair Value on a Recurring Basis Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of December 31, 2022, the discount rate used to measure these liabilities ranged from 5.2% to 5.4%. 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 Consolidated Balance Sheets are subject to material uncertainty. See Note 9 of the Notes included herein for additional information regarding contingent deferred acquisition consideration. At December 31, 2022 and December 31, 2021, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. See Note 10 of the Notes included herein for additional information regarding the impairment of right-of-use lease assets and Note 8 of the Notes included herein for additional information regarding the impairment of goodwill and intangible assets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a third party receives services from the Company: Total Transaction Value Revenues Due From Year Ended December 31, December 31, December 31, 2021 Services 2022 2021 2020 Technological and production services (1) $227 $ 91 $ 60 $ 50 $ 42 $ 10 Marketing services (2) Ongoing arrangement (7) 3,387 243 522 493 88 Polling services (3) 1,481 718 436 — 380 70 Marketing and website development services (4) 6,204 7,185 9,647 — 488 979 Marketing and advertising services (5) 3,576 1,930 950 — 1,506 506 Marketing and advertising services (8) Ongoing arrangement (7) 1,418 299 — 1,072 153 Marketing services (8) 603 418 — — 30 — Marketing services (8) Ongoing arrangement (7) 5,564 4,814 — 3,476 4,033 Polling services (6) 3,450 2,365 — — — — Total $ 23,076 $ 16,449 $ 572 $ 7,487 $ 5,839 (1) Client was founded by the Company’s Chief Executive Officer. (2) Family member of one of the Brands’ partners holds an executive leadership position in the client. (3) Family members of certain of the Company’s executives hold key leadership positions in the client (4) Client has significant interest in the Company. (5) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client. (6) Founder of the client has significant interest in the Company. (7) This arrangement was entered into for an indefinite term and is invoiced as services are provided. (8) A member of the Company’s board of directors holds an executive leadership position or are in the board of directors of the client. The following table presents significant related party transactions in which the Company receives services from a third party: Total Transaction Value Expenses Due to Related Party Year Ended December 31, December 31, December 31, 2021 Services 2022 2021 2020 Data management services (1) Ongoing arrangement (4) $ 2,138 $ 1,473 $ 8,009 $ 1,295 $ 623 Sales and management services (2) Ongoing arrangement (4) 2,006 788 — 1,416 442 Marketing services (3) $40 40 — — 40 — Marketing services (5) 365 181 — — — — Total $ 4,365 $ 2,261 $ 8,009 $ 2,751 $ 1,065 (1) Family member of one of the Brand’s partners holds an executive leadership position in the third party. (2) Chief Executive Officer of the Brand is a shareholder of the affiliate providing the services. (3) A family member of the Company’s President holds a key leadership position in the client. (4) This arrangement was entered into for an indefinite term and is invoiced as services are provided. (5) A member of the Company’s board of directors holds an executive leadership position or are on the board of directors of the client. In 2019, a Brand of the Company, entered into a loan agreement with a third party who holds a minority interest in the Brand. The loan receivable of $3,611 and $3,784 due from the third party is included within Other current assets in the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021, respectively. The Company recognized $464, $307, and $249 for the years ended December 31, 2022, 2021, and 2020, respectively, of interest income within Interest expense, net on its Consolidated Statements of Operations. The Company made loans to three employees of a subsidiary each in the amount of approximately $889, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct. Prior Period Transactions In October 2020, a Brand entered into an arrangement to provide marketing services to a client in which one of the Brand’s partners holds a key leadership position. During the years ended December 31, 2021 and 2020, the Company recognized $5,146 and $4,866, respectively, in revenue related to this transaction. As of December 31, 2022 and 2021, there were no balances due from the client related to this arrangement. This transaction was fully recognized in 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 20. Segment Information The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. The CODM uses Adjusted EBITDA (defined below) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items. Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments. The changes in reportable segments were that the Forsman & Bodenfors, Observatory, Crispin Porter Bogusky, Bruce Mau and Vitro Brands, previously within the Integrated Agencies Network, are now within the Brand Performance Network. The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein. • The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows: Anomaly Alliance (Anomaly, Concentric, Hunter, Mono, YML and Scout (Brands), Constellation (72andSunny, Colle McVoy, Instrument, Redscout, Hello Design, Team Enterprises, and Harris Insights), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, Northstar, which is currently sunsetting, and Yamamoto (Brands)), Code and Theory and National Research Group. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them. • The Brand Performance Network (“BPN”), previously referred to as the “Media Network” reportable segment, is comprised of a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Crispin Porter Bogusky, Forsman & Bodenfors, Bruce Mau Design, Goodstuff, MMI Agency, digital creative & transformation consultancy Gale, B2B specialist Multiview, Observatory, Vitro, CX specialists Kenna, and travel media experts Ink. • The Communications Network reportable segment is comprised of a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and consists of our Allison & Partners SKDK (including Sloane & Company), and Targeted Victory brands. • All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud, including Maru and Epicenter, and products such as PRophet, ARound and Reputation Defender (which was sold in September 2021). • 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. Year Ended December 31, 2022 2021 2020 Revenue: Integrated Agencies Network $ 1,479,802 $ 770,056 $ 221,595 Brand Performance Network 757,208 424,632 262,362 Communications Network 430,820 248,832 382,815 All Other 19,962 25,843 21,260 Total Revenue $ 2,687,792 $ 1,469,363 $ 888,032 Adjusted EBITDA: Integrated Agencies Network $ 293,643 $ 163,596 $ 42,332 Brand Performance Network 115,835 65,942 27,697 Communications Network 85,684 45,527 78,562 All Other (933) (769) (1,893) Corporate (43,111) (20,644) (3,530) Total Adjusted EBITDA $ 451,118 $ 253,652 $ 143,168 Depreciation and amortization $ (131,273) $ (77,503) $ (41,025) Impairment and other losses (122,179) (16,240) — Stock-based compensation (33,152) (75,032) — Deferred acquisition consideration 13,405 (18,721) (4,497) Other items, net (18,691) (21,430) (13,906) Total Operating Income $ 159,228 $ 44,726 $ 83,740 Year Ended December 31, 2022 2021 2020 Other Income (expenses): Interest expense, net $ (76,062) $ (31,894) $ (6,223) Foreign exchange, net (2,606) (3,332) (721) Other, net (7,059) 50,058 544 Income before income taxes and equity in earnings of non-consolidated affiliates 73,501 59,558 77,340 Income tax expense 7,580 23,398 5,937 Income before equity in earnings of non-consolidated affiliates 65,921 36,160 71,403 Equity in income (loss) of non-consolidated affiliates (79) (240) 58 Net income 65,842 35,920 71,461 Net income attributable to noncontrolling and redeemable noncontrolling interests (38,573) (14,884) (15,105) Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ 21,036 $ 56,356 Depreciation and amortization: Integrated Agencies Network $ 74,609 $ 37,646 $ 9,360 Brand Performance Network 33,674 26,031 20,117 Communications Network 10,831 7,553 5,903 All Other 5,234 2,498 3,681 Corporate 6,925 3,775 1,964 Total depreciation and amortization $ 131,273 $ 77,503 $ 41,025 Stock-based compensation: Integrated Agencies Network $ 13,774 $ 47,190 $ — Brand Performance Network 5,830 5,251 — Communications Network 1,797 15,928 — All Other 41 39 — Corporate 11,710 6,624 — Total stock-based compensation $ 33,152 $ 75,032 $ — The Company recognized a severance charge of approximately $10,600 in 2022, the majority of which was at the Brand Performance Network. 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 5 of the Notes included herein for a summary of the Company’s revenue by geographic region for the years ended December 31, 2022, 2021, and 2020. |
SEC Schedule, Article 12-09, Va
SEC Schedule, Article 12-09, Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, (dollars in thousands) Column A Column B Column C Column D Column E Column F Description Balance at Beginning of Period Charged to Costs and Expenses Removal of Uncollectible Receivables Translation Adjustments Increase (Decrease) Balance at the End of Period Valuation accounts deducted from assets to which they apply – allowance for doubtful accounts: December 31, 2022 $ 5,638 $ 7,755 $ (2,908) $ (116) $ 10,369 December 31, 2021 5,109 2,037 (1,482) (26) 5,638 December 31, 2020 2,777 6,222 (3,907) 17 5,109 Schedule II — 2 of 2 STAGWELL INC. & SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, (Dollars in Thousands) Column A Column B Column C Column D Column E Column F Description Balance at Beginning of Period Charged to Costs and Expenses Other Translation Adjustments Increase (Decrease) Balance at the End of Period Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes: December 31, 2022 $ 5,825 $ 2,760 $ 3,638 $ — $ 12,223 December 31, 2021 5,551 (15) 289 — 5,825 December 31, 2020 2,945 2,606 — — 5,551 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation . The accompanying consolidated financial statements include the accounts of Stagwell Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates . The preparation of the audited consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, redeemable noncontrolling interests, deferred tax assets, right-of-use lease assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and |
Fair Value | Fair Value . The Company applies the fair value measurement guidance for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill, right-of-use lease assets and other identifiable intangible assets. See Note 18 of the Notes included herein for additional information regarding fair value measurements. |
Concentration of Credit Risk | Concentration of Credit Risk . The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit ris k. No sales to an individual client accounted for more than 7 |
Cash and Cash Equivalents | Cash and Cash Equivalents . The Company’s cash equivalents may comprise investments in overnight interest-bearing deposits, money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts and international cash balances that may not qualify for foreign government insurance programs. To date, the Company has not experienced any losses on cash and cash equivalents. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. Allowance for doubtful accounts was $10,369 and $5,638 at December 31, 2022 and December 31, 2021, respectively. Sale of Accounts Receivable. The Company transfers certain of its trade receivable assets to third parties under agreements to sell certain of its accounts receivables. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to cash and a decrease to accounts receivable when the receivables are transferred, with the proceeds being included in cash flows from operating activities in the Consolidated Statements of Cash Flows. The trade receivables transferred to the third parties under these arrangements were $176,497, $42,097 and $44,172, during the years ended December 31, 2022, 2021 and 2020, respectively. The amount collected and due to the third parties under these arrangements was $5,703 as of December 31, 2022. No amounts were collected and due to third parties as of December 31, 2021 and 2020. Fees for these arrangements were recorded in Office and general expenses in the Consolidated Statements of Operations and totaled $1,817, $110, and $185 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Expenditures Billable To Clients | Expenditures Billable to Clients . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the period. |
Fixed Assets | Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers and furniture and fixtures are depreciated on a straight-line basis over periods of three |
Leases | Leases . The Company recognizes on the Consolidated Balance Sheets, at the time of lease commencement, a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments. All right-of-use lease assets are reviewed for impairment. See Note 10 of the Notes included herein for further information on leases. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets. A long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital (“WACC”), risk adjusted where appropriate, or other appropriate discount rate. |
Goodwill | Goodwill . Goodwill (the excess of the acquisition cost over the fair value of the net assets acquired) acquired as a result of a business combination is not amortized but rather tested for impairment, at the reporting unit level, annually as of October 1st of each year, or more frequently if indicators of potential impairment exist. For the annual impairment test, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company uses a combination of the income approach, which incorporates the use of the discounted cash flow (“DCF”) method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company generally applies an equal weighting to the income and market approaches for the impairment test. The income approach and the market approach both require the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. |
Definite Lived Intangible Assets | Definite Lived Intangible Assets. Definite lived intangible assets are subject to amortization over their useful lives. A straight-line amortization method is used over the estimated useful life which is representative of the pattern of how the economic benefits of the specific intangible asset is consumed. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an intangible asset to estimated undiscounted future cash flows expected to be generated from use of the asset and its eventual disposition. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, a quantitative assessment is performed using an income approach, which incorporates the use of the DCF method. |
Business Combinations | Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible assets value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trademarks. |
Deferred Acquisition Consideration | Deferred Acquisition Consideration . Certain acquisitions include an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent purchase price obligations for these transactions are recorded as deferred acquisition consideration liabilities on the Consolidated Balance Sheets, at the acquisition date fair value and are remeasured at each reporting period. These liabilities are derived from the projected performance of the acquired entity. These arrangements may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period. At each reporting date, the Company models each business’ future performance, including revenue growth and free cash flows, to estimate the value of each deferred acquisition consideration liability. The liability is adjusted quarterly based on changes in current information affecting each subsidiary’s current operating results and the impact this information |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interests. Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders may require the Company to purchase such noncontrolling shareholders’ incremental ownership interests under certain circumstances. The Company may have similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas, such as the average earnings of the relevant subsidiary through the date of exercise or the growth rate of the earnings of the relevant subsidiary during that period. In the event that an incremental purchase may be required by the Company, the amounts are recorded in Redeemable Noncontrolling Interests in mezzanine equity on the Consolidated Balance Sheets at their acquisition date fair value and adjusted for changes to their estimated redemption value through Retained earnings or Paid-in capital (when at an accumulated deficit) in the Consolidated Balance Sheets (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. |
Control to Control Subsidiary Purchases | Control to Control Subsidiary Purchases. Transactions involving the purchase, sale or issuance of interests of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontrolling interest is recorded to Paid-in capital in the Consolidated Balance Sheets. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statement Operations. |
Revenue Recognition | Revenue Recognition . The Company’s revenue is recognized when control of the promised services are transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. See Note 5 of the Notes included herein for additional information. |
Cost of Services | Cost of Services . Cost of services sold primarily consists of staff costs that are directly attributable to the Company’s client engagements, as well as third-party direct costs of production and delivery of services to its clients. Cost of services sold does not include depreciation, amortization, and other office and general expenses that are not directly attributable to the Company’s client engagements. |
Deferred Financing Costs | Deferred Financing Costs . The Company uses the straight-line method, which approximates the effective interest method, to amortize deferred financing costs. |
Income Taxes | Income Taxes. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The Company records associated interest and penalties as a component of income tax expense. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates on a quarterly basis all available positive and negative evidence considering factors such as the reversal of deferred income tax liabilities, taxable income in eligible carryback years, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. The periodic assessment of the net carrying value of the Company’s deferred tax assets under the applicable accounting rules requires significant management judgment. A change to any of these factors could impact the estimated valuation allowance and income tax expense. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation . Compensation cost is measured at fair value at the date of grant and is expensed over the service period, generally the award’s vesting period. Certain of our awards are settled in cash (stock appreciation awards) and are recorded at fair value on the date of grant and remeasured at each reporting period. The measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing model and is recorded in Operating income over the service period, in this case the award’s vesting period. The assumption for expected volatility is based on the historical volatility of a peer group of market participants as the Company has limited historical volatility. |
Share Buybacks | Share Buybacks . In 2022, the Company began repurchasing its own Class A common stock, par value $.001 per share (the “Class A Common Stock”), as part of a publicly announced stock repurchase plan. The Company accounts for these |
Retirement Costs | Retirement Costs . Several of the Company’s subsidiaries offer employees access to certain defined contribution retirement programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was approximately $19,000, $10,000, and $4,000 for the years ended December 31, 2022, 2021, and 2020, respectively. The Company also has a defined benefit pension plan. See Note 12 of the Notes included herein for additional information on the defined benefit plan. |
Income (Loss) per Common Share | Income (Loss) per Common Share . Basic income (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Diluted income (loss) per common share is based on the above, in addition, if dilutive, common share equivalents, which include stock appreciation rights, and unvested restricted stock and restricted stock units as well as shares of Class C Common Stock. In periods of net loss, all potentially issuable common shares are excluded from diluted net loss per common share because they are anti-dilutive. |
Foreign Currency Translation | Foreign Currency Translation . The functional and reporting currency of the Company is the U.S. dollar. Generally, the Company’s subsidiaries use their local currency as their functional currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the period presented. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive income (loss) in the Shareholders’ equity section of our Consolidated Balance Sheets. Foreign currency transaction unrealized and realized gains or losses are recognized as incurred in the Consolidated Statements of Operations in Foreign, exchange, net. Translation of intercompany transactions, which are not intended to be settled, are included in cumulative translation adjustments. |
New Accounting Pronouncements | 3. New Accounting PronouncementsIn March 2020, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, and in January 2021 subsequently issued ASU 2021-01, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, through December 31, 2022. The Combined Credit Agreement (as defined in Note 11 of the Notes included herein) is the Company’s only contractual arrangement that referenced LIBOR and is impacted by ASU 2020-04. On April 28, 2022, the Company amended the Combined Credit Agreement. Among other things, this amendment replaced any references to LIBOR with references to the Secured Overnight Financing Rate (“SOFR”). Based on the Company’s assessment, the Company has elected to apply the optional expedient and treat the contract modifications as a continuation of an existing contract. This election does not have a material effect on our results of operations or financial position. See Note 11 of the Notes included herein for more information. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation is as follows: Amount Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,423 Purchase price consideration $ 37,465 Amount Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The purchase price allocation is as follows: Amount Cash and cash equivalents $ 130,197 Accounts receivable 398,736 Other current assets 41,291 Fixed assets 81,343 Right-of-use lease assets - operating leases 252,739 Identifiable intangible assets 810,900 Other assets 18,282 Accounts payable (139,590) Accruals and other liabilities (307,439) Advance billings (211,212) Current portion of lease liabilities (54,009) Current portion of deferred acquisition consideration (53,054) Long-term debt (901,736) Revolving credit facility (109,954) Long-term portion of deferred acquisition consideration (8,056) Long-term portion of lease liabilities (283,637) Other liabilities (139,026) Redeemable noncontrolling interests (25,990) Preferred shares (209,980) Noncontrolling interests (151,090) Net liabilities assumed (861,285) Goodwill 1,290,347 Purchase price consideration $ 429,062 Amount Cash and cash equivalents $ 30,985 Accounts receivable 28,685 Other current assets 3,207 Fixed assets 237 Right-of-use lease assets - operating leases 2,060 Identifiable intangible assets 14,974 Other assets 55 Accounts payable (6,344) Accruals and other liabilities (27,353) Advance billings (15,956) Current portion of lease liabilities (857) Income taxes payable (967) Long-term portion of lease liabilities (3,744) Other liabilities (1,204) Net assets assumed 23,778 Goodwill 4,410 Purchase price consideration $ 28,188 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Fair Value Estimated Useful Life in Years Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Fair Value Estimated Useful Life in Years Trade Names $ 98,000 10 Customer Relationships 712,900 6-15 Total Acquired Intangible Assets $ 810,900 Fair Value Estimated Useful Life in Years Trade Names $ 1,349 15 Customer Relationships 13,625 10 Total Acquired Intangible Assets $ 14,974 |
Business Acquisition, Pro Forma Information | The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Year Ended December 31, 2022 2021 Revenue $ 2,698,018 $ 1,501,568 Net income 65,097 36,863 Year Ended December 31, 2022 2021 Revenue $ 2,691,622 $ 1,481,727 Net income 67,195 39,386 The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time. Years Ended December 31, 2021 2020 Revenue $ 2,224,343 $ 2,087,025 The pro forma net loss was nominal for the years ended December 31, 2021 and 2020. Revenue attributable to MDC, included within the year ended December 31, 2021 Consolidated Statements of Operations was $605,448. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were approximately $15,000 for the twelve months ended December 31, 2021. Years Ended December 31, 2021 2020 Revenue $ 1,488,532 $ 902,577 Net Income 38,719 72,715 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
By Location | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by geography for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, Geographical Location Reportable Segment 2022 2021 2020 United States All $ 2,218,681 $ 1,219,816 $ 804,418 United Kingdom All 181,764 105,961 41,489 Other All 287,347 143,586 42,125 $ 2,687,792 $ 1,469,363 $ 888,032 |
Principal Capability | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by our principal capabilities for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, Principal Capabilities Reportable Segment 2022 2021 2020 Digital Transformation All Segments $ 784,667 $ 400,857 $ 374,689 Creativity and Communications Integrated Agencies Network, Brand Performance Network, Communications Network 1,221,855 561,538 152,499 Performance Media and Data Brand Performance Network 456,640 341,730 253,011 Consumer Insights and Strategy Integrated Agencies Network 224,630 165,238 107,833 $ 2,687,792 $ 1,469,363 $ 888,032 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table sets forth the computations of basic and diluted income per common share for the year ended December 31, 2022: Year Ended December 31, 2022 Income Per Share - Basic Numerator: Net income $ 65,842 Net income attributable to Class C shareholders (24,452) Net income attributable to other equity interest holders (14,121) Net income attributable to noncontrolling and redeemable noncontrolling interests (38,573) Net income attributable to Stagwell Inc. common shareholders $ 27,269 Denominator: Weighted Average number of common shares outstanding 124,262 Income Per Share - Basic $ 0.22 Income Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 27,269 Net income attributable to Class C shareholders 24,452 $ 51,721 Denominator: Basic - Weighted Average number of common shares outstanding 124,262 Dilutive shares: Stock appreciation rights 1,896 Restricted share and restricted unit awards 4,467 Class C shares 165,971 Diluted - Weighted average number of common shares outstanding 296,596 Income Per Share - Diluted $ 0.17 The following table sets forth the computations of basic and diluted loss per common share for the year ended December 31, 2021: Year Ended December 31, 2021 Numerator: Net loss attributable to Stagwell Inc. common shareholders $ (3,706) Denominator: Weighted average number of common shares outstanding 90,426 Loss Per Share - Basic & Diluted $ (0.04) Anti-dilutive: Class C shares 179,970 Stock Appreciation Rights and Restricted Awards 9,509 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following is a summary of the Company’s fixed assets as of December 31: 2022 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 56,788 $ (27,689) $ 29,099 $ 41,839 $ (18,136) $ 23,703 Leasehold improvements 101,535 (31,756) 69,779 91,572 (17,759) 73,813 $ 158,323 $ (59,445) $ 98,878 $ 133,411 $ (35,895) $ 97,516 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | As of December 31, goodwill was as follows: Integrated Agencies Network Brand Performance Network Communications Network All Other Total Balance at December 31, 2019 $ 88,094 $ 177,073 $ 33,258 $ 26,760 $ 325,185 Acquired goodwill 7,070 235 16,275 195 23,775 Foreign currency translation — 3,331 — (566) 2,765 Balance at December 31, 2020 $ 95,164 $ 180,639 $ 49,533 $ 26,389 $ 351,725 Acquired goodwill 1,058,411 178,994 66,244 — 1,303,649 Disposition — — — (935) (935) Foreign currency translation (502) (1,020) — (194) (1,716) Balance at December 31, 2021 $ 1,153,073 $ 358,613 $ 115,777 $ 25,260 $ 1,652,723 Acquired goodwill (1) 3,330 26,176 6,569 29,387 65,462 Impairment (49,840) (49,314) — (17,560) (116,714) Transfer of goodwill between segments (2) (111,065) 111,065 — — — Foreign currency translation (11,422) (13,467) (753) — (25,642) Other (3) (15,682) 685 6,124 — (8,873) Balance at December 31, 2022 $ 968,394 $ 433,758 $ 127,717 $ 37,087 $ 1,566,956 |
Schedule of Intangible Assets and Goodwill | The gross and net amounts of intangible assets other than goodwill as of December 31, are as follows: Intangible Assets 2022 2021 Customer relationships – gross $ 875,160 $ 875,541 Accumulated amortization (150,655) (92,746) Customer relationships – net $ 724,505 $ 782,795 Trade names – gross $ 197,037 $ 190,162 Accumulated amortization (53,150) (36,775) Trade names – net $ 143,887 $ 153,387 Developed technology and other intangible assets – gross $ 63,565 $ 37,550 Accumulated amortization (24,428) (14,950) Developed technology and other intangible assets – net $ 39,137 $ 22,600 Total intangible assets $ 1,135,762 $ 1,103,253 Accumulated amortization (228,233) (144,471) Total intangible assets – net $ 907,529 $ 958,782 |
Finite-Lived Intangible Assets Amortization Expense | The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2023 $ 101,734 2024 96,245 2025 95,380 2026 84,089 2027 82,007 Thereafter 448,074 |
Deferred Acquisition Consider_2
Deferred Acquisition Consideration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: December 31, December 31, 2021 Beginning balance $ 222,369 $ 17,847 Payments (73,963) (12,431) Adjustments to deferred acquisition consideration (1) (12,779) 18,721 Additions (2) 26,594 198,937 Currency translation adjustment (759) — Other (139) (705) Ending balance (3) $ 161,323 $ 222,369 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. Adjustments to deferred acquisition consideration are recorded within Office and general expenses on the Consolidated Statements of Operations. (2) In 2021, approximately $61,000 of additions represent deferred acquisition consideration acquired in connection with the acquisition of MDC. Approximately $136,000 of additions represent deferred acquisition consideration acquired in connection with the purchases of noncontrolling interests. See Note 4 of the Notes included herein for additional information related to the purchases of Concentric, Targeted Victory, and Instrument. In 2022, approximately $24,000 of additions represent deferred acquisition consideration acquired in connection with the acquisitions of BNG, Apollo, PEP Group and Epicenter. See Note 4 of the Notes included herein for additional information related to these acquisitions. (3) As of December 31, 2022, approximately, $51,000 of the deferred acquisition consideration is expected to be settled in the Company’s Class A Common Stock. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Costs and Other Quantitative Information | The following table presents lease costs and other quantitative information for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Lease Cost: Operating lease cost $ 75,190 $ 46,019 $ 25,507 Variable lease cost 18,575 10,685 3,843 Sublease rental income (14,446) (7,367) (3,777) Total lease cost $ 79,319 $ 49,337 $ 25,573 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 91,300 $ 53,360 $ 20,942 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 27,761 $ 373,179 $ 2,952 |
Minimum Future Rental Payments | The following table presents minimum future rental payments under the Company’s leases at December 31, 2022 and their reconciliation to the corresponding lease liabilities: Maturity Analysis 2023 $ 91,084 2024 77,438 2025 59,848 2026 44,589 2027 40,163 Thereafter 119,119 Total 432,241 Less: Present value discount (61,843) Lease liability $ 370,398 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2022 and December 31, 2021, the Company’s indebtedness was comprised as follows: December 31, December 31, 2021 Revolving credit facility $ 100,000 $ 110,165 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (15,293) (18,564) Total long-term debt $ 1,184,707 $ 1,191,601 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost Not yet Recognized | Net periodic pension benefit consists of the following components for the years ended December 31: Pension Benefits 2022 2021 Interest cost on benefit obligation $ 1,104 $ 441 Expected return on plan assets (1,659) (697) Net periodic benefit income $ (555) $ (256) Settlement gain (198) — Total periodic benefit income $ (753) $ (256) |
Schedule of Assumptions Used to Determine Net Periodic Costs | The following weighted average assumptions were used to determine net periodic costs at December 31: Pension Benefits 2022 2021 Discount rate 2.82 % 2.62 % Expected return on plan assets 6.50 % 6.50 % Rate of compensation increase N/A N/A |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Other changes in plan assets and benefit obligation recognized in Other comprehensive income (loss) consist of the following components for the years ended December 31: Pension Benefits 2022 2021 Current year actuarial gain $ (4,088) $ (722) Total recognized in other comprehensive (income) (4,088) (722) Total recognized in net periodic benefit income and other comprehensive loss $ (4,841) $ (978) |
Defined Benefit Plan, Plan with Projected Benefit Obligation in Excess of Plan Assets | The following table summarizes the change in benefit obligation and fair values of plan assets for the years ended December 31: Pension Benefits 2022 2021 Change in benefit obligation: Benefit obligation, beginning balance (1) $ 40,005 $ 41,206 Interest cost 1,104 441 Actuarial gains (10,930) (1,091) Benefits paid (2,135) (551) Benefit obligation, ending balance 28,044 40,005 Change in plan assets: Fair value of plan assets, beginning balance (1) 26,355 26,578 Actual loss on plan assets (4,985) 328 Benefits paid (2,135) (551) Fair value of plan assets, ending balance 19,235 26,355 Funded status $ 8,809 $ 13,650 |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Consolidated Balance Sheets at December 31 consist of the following: Pension Benefits 2022 2021 Non-current liability $ 8,809 $ 13,650 Net amount recognized $ 8,809 $ 13,650 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in Accumulated other comprehensive loss before income taxes consists of the following components for the years ended December 31: Pension Benefits 2022 2021 Accumulated net actuarial gains $ 4,810 $ 722 Amount recognized $ 4,810 $ 722 |
Schedule of Assumptions Used to Determine Benefit Obligations | The following weighted average assumptions were used to determine benefit obligations as of December 31: Pension Benefits 2022 2021 Discount rate 5.47 % 2.82 % Rate of compensation increase N/A N/A |
Schedule of Changes in Fair Value of Plan Assets | The fair value of the plan assets as of December 31, is as follows: 2022 Level 1 Level 2 Level 3 Asset Category: Receivables $ 15 $ 15 $ — $ — Money market fund – Short-term investments 804 804 — — Mutual funds 18,416 18,416 — — Total $ 19,235 $ 19,235 $ — $ — 2021 Level 1 Level 2 Level 3 Asset Category: Money market fund – Short-term investments $ 937 $ 937 $ — $ — Mutual funds 25,418 25,418 — — Total $ 26,355 $ 26,355 $ — $ — See Note 18 of the Notes included herein for additional information regarding the fair value hierarchy. |
Schedule of Allocation of Plan Assets | The pension plan’s weighted average asset allocation for the years ended December 31, 2022 and 2021 were as follows: Target Allocation Actual Allocation 2022 2022 2021 Asset Category: Equity securities 65.0 % 67.4 % 69.1 % Debt securities 30.0 % 28.4 % 27.3 % Cash/cash equivalents and Short-term investments 5.0 % 4.2 % 3.6 % Total 100.0 % 100.0 % 100.0 % |
Schedule of Expected Benefit Payments | The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31: Period Amount 2023 $ 1,794 2024 2,014 2025 1,932 2026 1,958 2027 1,903 Thereafter 10,022 |
Noncontrolling and Redeemable_2
Noncontrolling and Redeemable Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Changes in the Company’s ownership interests in its less than 100% owned subsidiaries during the years ended December 31, 2022, 2021, and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ 21,036 $ 56,356 Transfers from the noncontrolling interest: Change in Stagwell Inc. Paid-in capital for purchase of redeemable noncontrolling interests and noncontrolling interests (1,000) (26,538) — Change in Stagwell Inc. Paid-in-Capital for conversion of Class C to Class A shares 47,911 — — Net transfers from noncontrolling interests 46,911 (26,538) — Change from net income (loss) attributable to Stagwell Inc. and transfers to noncontrolling interests $ 74,180 $ (5,502) $ 56,356 The following table presents net income attributable to noncontrolling interests between holders of Class C Common Stock and other equity interest holders for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Net income attributable to Class C shareholders $ 24,452 $ 6,126 $ — Net income attributable to other equity interest holders 5,986 9,170 18,231 Net income attributable to noncontrolling interests $ 30,438 $ 15,296 $ 18,231 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of December 31, 2022 and December 31, 2021: December 31, December 31, 2021 Noncontrolling interest of Class C shareholders $ 428,406 $ 475,373 Noncontrolling interest of other equity interest holders 33,691 32,914 NCI attributable to noncontrolling interests $ 462,097 $ 508,287 |
Redeemable Noncontrolling Interest | The following table presents changes in redeemable noncontrolling interests: December 31, December 31, 2021 Beginning balance $ 43,364 $ 604 Redemptions (4,222) (15,231) Acquisitions (1) — 53,270 Changes in redemption value (8,711) 3,834 Net income (loss) attributable to redeemable noncontrolling interests 8,135 (412) Other 545 1,299 Ending balance $ 39,111 $ 43,364 (1) In 2021, approximately $26,000 represents redeemable noncontrolling interests acquired in connection with the acquisition of MDC. Approximately $27,000 represents redeemable noncontrolling interests acquired in connection with the purchase of the noncontrolling interest of Targeted Victory. See Note 4 of the Notes included herein for additional information related to the purchase of Targeted Victory. |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes information about performance-based and time-based restricted stock and restricted stock unit awards: Performance-Based Awards Time-Based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance at December 31, 2020 — $ — — $ — Shares acquired concurrent with acquisition — — 3,326 5.42 Granted 1,048 8.68 12,659 5.51 Vested — — (282) 5.42 Forfeited — — (4) 5.42 Balance at December 31, 2021 1,048 $ 8.68 15,699 $ 5.49 Granted 1,372 7.03 5,075 7.38 Vested — — (14,182) 5.45 Forfeited (34) 7.79 (323) 6.20 Balance at December 31, 2022 2,386 $ 7.74 6,269 $ 7.07 |
Share-Based Payment Arrangement, Option and Stock Appreciation Rights, Activity | The following table summarizes information about stock appreciation rights (“SAR”) awards: SAR Awards Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance at December 31, 2020 — $ — $ — Shares acquired concurrent with acquisition 3,379 2.94 2.95 Granted 1,598 2.39 8.13 Forfeited (84) 1.35 6.60 Balance at December 31, 2021 4,893 $ 2.79 $ 4.58 Granted — — — Forfeited — — — Exercised (48) 3.66 6.00 Balance at December 31, 2022 4,845 $ 2.78 $ 4.57 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) for the years ended December 31 were: Defined Benefit Pension Foreign Currency Translation Total Balance December 31, 2020 $ — $ — $ — Other comprehensive loss before reclassifications — (6,000) (6,000) Amounts reclassified from accumulated other comprehensive income 722 — 722 Other comprehensive loss 722 (6,000) (5,278) Balance December 31, 2021 722 (6,000) (5,278) Other comprehensive loss before reclassifications 4,088 (37,751) (33,663) Other comprehensive loss 4,088 (37,751) (33,663) Balance December 31, 2022 $ 4,810 $ (43,751) $ (38,941) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of the Company’s income before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were: 2022 2021 2020 Income (Loss): U.S. $ 29,597 $ 38,717 $ 95,939 Non-U.S. 43,904 20,841 (18,599) $ 73,501 $ 59,558 $ 77,340 |
Schedule Of Components Of Income Taxes Provision Benefit | The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2022 2021 2020 Current tax provision U.S. federal $ 3,913 $ 7,259 $ 5,812 U.S. state and local 5,588 7,459 3,242 Non-U.S. 16,398 12,498 2,346 25,899 27,216 11,400 Deferred tax provision (benefit): U.S. federal (8,049) (143) (1,951) U.S. state and local (6,439) (2,521) 389 Non-U.S. (3,831) (1,154) (3,901) (18,319) (3,818) (5,463) Income tax expense $ 7,580 $ 23,398 $ 5,937 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense (benefit) using the U.S. federal income tax rate compared with actual income tax expense for the years ended December 31, is as follows: 2022 2021 2020 Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 73,501 $ 59,558 $ 77,340 Statutory income tax rate 21.0 % 21.0 % 21.0 % Tax expense using U.S. statutory income tax rate $ 15,435 $ 12,507 $ 16,241 Impact of disregarded entity structure (3,355) (6,954) (16,049) Foreign, net 2,111 5,995 752 State taxes, net (850) 4,327 1,980 Stock compensation (1,342) 4,009 — Valuation allowance 2,760 (15) 1,286 Revaluation of TRA step up (6,952) — — Return to provision adjustments (16,159) — — Goodwill impairments 14,645 — — Other, net 1,287 3,529 1,727 Income tax expense $ 7,580 $ 23,398 $ 5,937 Effective income tax rate 10.3 % 39.3 % 7.7 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows: 2022 2021 2020 Deferred tax assets: Net operating losses $ 38,871 $ 33,112 $ 10,229 Tax credits 7,104 6,644 583 Operating lease liability 52,442 48,173 4,141 Interest deductions 29,530 30,760 — Accruals and other liabilities 2,794 3,720 — TRA and related step-up, net of amortization 32,890 — — Other 14,557 15,160 3,344 Gross deferred tax asset 178,188 137,569 18,297 Less: valuation allowance (12,223) (5,825) (5,551) Net deferred tax assets $ 165,965 $ 131,744 $ 12,746 Deferred tax liabilities: Right-of-use lease asset - operating leases 40,012 37,001 3,577 Property and equipment, net 6,839 4,212 463 Goodwill and intangibles 90,599 83,607 21,959 Residual basis differences — 102,297 — Other 940 6,854 2,639 Total deferred tax liabilities 138,390 233,971 28,638 Net deferred tax asset (liability) $ 27,575 $ (102,227) $ (15,892) Deferred tax assets $ 67,684 $ 866 $ 158 Deferred tax liabilities (40,109) (103,093) (16,050) $ 27,575 $ (102,227) $ (15,892) |
Schedule Of Changes In Tax Reserve | 2022 2021 A reconciliation of the change in unrecognized tax benefits is as follows: Unrecognized tax benefit - Beginning Balance $ 1,038 $ — Current year positions — — Prior period positions 1,850 1,038 Settlements (477) — Lapse of statute of limitations (275) — Unrecognized tax benefits - Ending Balance $ 2,136 $ 1,038 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31: December 31, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value 5.625% Notes $ 1,100,000 $ 902,000 $ 1,100,000 $ 1,120,900 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents significant related party transactions where a third party receives services from the Company: Total Transaction Value Revenues Due From Year Ended December 31, December 31, December 31, 2021 Services 2022 2021 2020 Technological and production services (1) $227 $ 91 $ 60 $ 50 $ 42 $ 10 Marketing services (2) Ongoing arrangement (7) 3,387 243 522 493 88 Polling services (3) 1,481 718 436 — 380 70 Marketing and website development services (4) 6,204 7,185 9,647 — 488 979 Marketing and advertising services (5) 3,576 1,930 950 — 1,506 506 Marketing and advertising services (8) Ongoing arrangement (7) 1,418 299 — 1,072 153 Marketing services (8) 603 418 — — 30 — Marketing services (8) Ongoing arrangement (7) 5,564 4,814 — 3,476 4,033 Polling services (6) 3,450 2,365 — — — — Total $ 23,076 $ 16,449 $ 572 $ 7,487 $ 5,839 (1) Client was founded by the Company’s Chief Executive Officer. (2) Family member of one of the Brands’ partners holds an executive leadership position in the client. (3) Family members of certain of the Company’s executives hold key leadership positions in the client (4) Client has significant interest in the Company. (5) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client. (6) Founder of the client has significant interest in the Company. (7) This arrangement was entered into for an indefinite term and is invoiced as services are provided. (8) A member of the Company’s board of directors holds an executive leadership position or are in the board of directors of the client. The following table presents significant related party transactions in which the Company receives services from a third party: Total Transaction Value Expenses Due to Related Party Year Ended December 31, December 31, December 31, 2021 Services 2022 2021 2020 Data management services (1) Ongoing arrangement (4) $ 2,138 $ 1,473 $ 8,009 $ 1,295 $ 623 Sales and management services (2) Ongoing arrangement (4) 2,006 788 — 1,416 442 Marketing services (3) $40 40 — — 40 — Marketing services (5) 365 181 — — — — Total $ 4,365 $ 2,261 $ 8,009 $ 2,751 $ 1,065 (1) Family member of one of the Brand’s partners holds an executive leadership position in the third party. (2) Chief Executive Officer of the Brand is a shareholder of the affiliate providing the services. (3) A family member of the Company’s President holds a key leadership position in the client. (4) This arrangement was entered into for an indefinite term and is invoiced as services are provided. (5) A member of the Company’s board of directors holds an executive leadership position or are on the board of directors of the client. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Year Ended December 31, 2022 2021 2020 Revenue: Integrated Agencies Network $ 1,479,802 $ 770,056 $ 221,595 Brand Performance Network 757,208 424,632 262,362 Communications Network 430,820 248,832 382,815 All Other 19,962 25,843 21,260 Total Revenue $ 2,687,792 $ 1,469,363 $ 888,032 Adjusted EBITDA: Integrated Agencies Network $ 293,643 $ 163,596 $ 42,332 Brand Performance Network 115,835 65,942 27,697 Communications Network 85,684 45,527 78,562 All Other (933) (769) (1,893) Corporate (43,111) (20,644) (3,530) Total Adjusted EBITDA $ 451,118 $ 253,652 $ 143,168 Depreciation and amortization $ (131,273) $ (77,503) $ (41,025) Impairment and other losses (122,179) (16,240) — Stock-based compensation (33,152) (75,032) — Deferred acquisition consideration 13,405 (18,721) (4,497) Other items, net (18,691) (21,430) (13,906) Total Operating Income $ 159,228 $ 44,726 $ 83,740 Year Ended December 31, 2022 2021 2020 Other Income (expenses): Interest expense, net $ (76,062) $ (31,894) $ (6,223) Foreign exchange, net (2,606) (3,332) (721) Other, net (7,059) 50,058 544 Income before income taxes and equity in earnings of non-consolidated affiliates 73,501 59,558 77,340 Income tax expense 7,580 23,398 5,937 Income before equity in earnings of non-consolidated affiliates 65,921 36,160 71,403 Equity in income (loss) of non-consolidated affiliates (79) (240) 58 Net income 65,842 35,920 71,461 Net income attributable to noncontrolling and redeemable noncontrolling interests (38,573) (14,884) (15,105) Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ 21,036 $ 56,356 Depreciation and amortization: Integrated Agencies Network $ 74,609 $ 37,646 $ 9,360 Brand Performance Network 33,674 26,031 20,117 Communications Network 10,831 7,553 5,903 All Other 5,234 2,498 3,681 Corporate 6,925 3,775 1,964 Total depreciation and amortization $ 131,273 $ 77,503 $ 41,025 Stock-based compensation: Integrated Agencies Network $ 13,774 $ 47,190 $ — Brand Performance Network 5,830 5,251 — Communications Network 1,797 15,928 — All Other 41 39 — Corporate 11,710 6,624 — Total stock-based compensation $ 33,152 $ 75,032 $ — |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Developments (Details) £ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Jul. 15, 2022 USD ($) | Jul. 12, 2022 USD ($) | Apr. 19, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 12, 2022 GBP (£) | Mar. 23, 2022 USD ($) | |
Reclassification [Line Items] | ||||||||
Accrued media | $ 240,506 | $ 237,794 | ||||||
Defined Contribution Plan, Cost | $ 19,000 | 10,000 | $ 4,000 | |||||
Stock Repurchase Program, Authorized Amount | $ 125,000 | |||||||
BNG | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 20,695 | |||||||
Estimated contingent consideration | $ 50,000 | |||||||
Contingent consideration payable in cash (percent) | 67% | |||||||
Contingent consideration payable in equity (percent) | 33% | |||||||
PEP Group | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 521 | |||||||
Estimated contingent consideration | £ | £ 2,553 | |||||||
Apollo | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 2,300 | |||||||
Payments to Acquire Business, First Payment | 1,000 | |||||||
Payments to Acquire Business, Second Payment | $ 1,500 | |||||||
Restatement Adjustment | ||||||||
Reclassification [Line Items] | ||||||||
Accrued media | $ 237,794 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 10,369 | $ 5,638 | |
Significant Accounting Policies [Line Items] | |||
Fixed assets, accumulated depreciation | 59,445 | 35,895 | |
Defined Contribution Plan, Cost | 19,000 | 10,000 | $ 4,000 |
Accounts Receivable, Sale | 176,497 | 42,097 | 44,172 |
Trade Receivables Collected and Due to Third Party under Receivable Purchase Agreement | 5,703 | ||
Trade Receivable Fees paid to Third Party under Receivable Purchase Agreement | $ 1,817 | $ 110 | $ 185 |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 10 years |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) $ / shares in Units, £ in Thousands, shares in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||||||||||
Oct. 03, 2022 USD ($) | Jul. 15, 2022 USD ($) | Jul. 12, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 19, 2022 USD ($) | Apr. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 GBP (£) | Dec. 01, 2021 USD ($) | Oct. 01, 2021 USD ($) | Aug. 02, 2021 USD ($) $ / shares shares | Oct. 30, 2020 USD ($) | Aug. 14, 2020 USD ($) | Feb. 14, 2020 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2023 | Oct. 03, 2022 GBP (£) | Jul. 12, 2022 GBP (£) | Dec. 31, 2021 GBP (£) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Goodwill | $ 1,652,723,000 | $ 1,566,956,000 | $ 1,652,723,000 | $ 1,566,956,000 | $ 1,566,956,000 | $ 1,566,956,000 | $ 1,652,723,000 | $ 351,725,000 | $ 325,185,000 | |||||||||||||||||
Revenues | 2,687,792,000 | 1,469,363,000 | 888,032,000 | |||||||||||||||||||||||
Income attributable to noncontrolling interests | 38,573,000 | 14,884,000 | 15,105,000 | |||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 27,269,000 | 21,036,000 | 56,356,000 | |||||||||||||||||||||||
Net income | 65,842,000 | 35,920,000 | 71,461,000 | |||||||||||||||||||||||
Payments for Acquire Businesses, Working Capital Payments | £ | £ 9,000 | |||||||||||||||||||||||||
Income attributable to noncontrolling interests | $ 38,573,000 | 14,884,000 | $ 15,105,000 | |||||||||||||||||||||||
Stagwell Media | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 1.80 | |||||||||||||||||||||||||
MDC | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 80,000,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |||||||||||||||||||||||||
Goodwill | 1,299,374,000 | $ 1,290,347,000 | 1,299,374,000 | 1,299,374,000 | ||||||||||||||||||||||
Business Acquisition, Share Price | $ / shares | $ 5.42 | |||||||||||||||||||||||||
Revenues | 605,448,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 429,062,000 | |||||||||||||||||||||||||
MDC | Common Class C | Stagwell Media | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 179,970 | |||||||||||||||||||||||||
MDC | Common Units | Stagwell OpCo | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 69.55% | |||||||||||||||||||||||||
MDC | Common Class B | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||
MDC | Integrated Agencies Network | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Goodwill | $ 932,582,000 | |||||||||||||||||||||||||
MDC | Brand Performance Network | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Goodwill | 285,396,000 | |||||||||||||||||||||||||
MDC | Communications Network | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Goodwill | $ 72,369,000 | |||||||||||||||||||||||||
Goodstuff Holdings Limited | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Closing cash payment | £ | 21,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||||||||||||
Goodwill | 4,410,000 | 4,410,000 | 4,410,000 | |||||||||||||||||||||||
Payment for contingent consideration | £ | 8,000 | |||||||||||||||||||||||||
Payments to Acquire Businesses, Deferred Payments | £ | 4,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 28,188,000 | $ 28,188,000 | $ 28,188,000 | |||||||||||||||||||||||
Payment for contingent consideration | £ | 8,000 | |||||||||||||||||||||||||
Payments to Acquire Businesses, Deferred Payments | £ | £ 4,000 | |||||||||||||||||||||||||
Goodstuff Holdings Limited | Maximum | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Deferred acquisition consideration | £ | £ 22,000 | |||||||||||||||||||||||||
Targeted Victory | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 27% | |||||||||||||||||||||||||
Aggregate purchase price | $ 73,898,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | $ 46,618,000 | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13.30% | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Redeemable Noncontrolling Interest | $ 27,280,000 | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13.30% | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Redeemable Noncontrolling Interest | $ 27,280,000 | |||||||||||||||||||||||||
Targeted Victory | Forecast | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Acquisitions, Percentage of Voting Interests Acquired, Step Two | 13.30% | |||||||||||||||||||||||||
Business Acquisitions, Percentage of Voting Interests Acquired, Step Two | 13.30% | |||||||||||||||||||||||||
Targeted Victory | Common Class A | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Purchase Price Option Sacrificed in Shares, Percentage | 50% | |||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 135,000,000 | |||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Purchase Price Option Sacrificed in Shares, Percentage | 50% | |||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 135,000,000 | |||||||||||||||||||||||||
Concentric | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 27% | |||||||||||||||||||||||||
Aggregate purchase price | $ 8,058,000 | |||||||||||||||||||||||||
Closing cash payment | 1,581,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | $ 6,477,000 | |||||||||||||||||||||||||
Instrument Holdings Inc. | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 49% | 49% | 49% | 49% | ||||||||||||||||||||||
Aggregate purchase price | $ 157,072,000 | |||||||||||||||||||||||||
Closing cash payment | 37,500,000 | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Deferred Acquisition Payment | 82,072,000 | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Deferred Acquisition Payment | 82,072,000 | |||||||||||||||||||||||||
Instrument Holdings Inc. | Common Class A | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 37,500,000 | |||||||||||||||||||||||||
Hello Design | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 4,600,000 | |||||||||||||||||||||||||
Closing cash payment | 3,600,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | $ 1,000,000 | |||||||||||||||||||||||||
BNG | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 20,695,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||||||||||||
Goodwill | $ 24,423,000 | |||||||||||||||||||||||||
Estimated contingent consideration | $ 50,000,000 | |||||||||||||||||||||||||
Contingent consideration payable in cash (percent) | 67% | |||||||||||||||||||||||||
Contingent consideration payable in equity (percent) | 33% | |||||||||||||||||||||||||
Revenues | 20,544,000 | |||||||||||||||||||||||||
Net income | $ 67,000 | |||||||||||||||||||||||||
TMA Direct | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 87% | |||||||||||||||||||||||||
Aggregate purchase price | $ 17,247,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | $ 457,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||||||||||||
Goodwill | $ 6,569,000 | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13% | |||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 13,330,000 | |||||||||||||||||||||||||
Revenues | 7,659,000 | |||||||||||||||||||||||||
Net income | $ 889,000 | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13% | |||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 13,330,000 | |||||||||||||||||||||||||
Epicenter | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Closing cash payment | $ 9,864,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | $ 5,000,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||||||||||||||
Goodwill | $ 4,416,000 | |||||||||||||||||||||||||
Revenues | 1,028,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 11,864,000 | |||||||||||||||||||||||||
Net income | 1,183,000 | |||||||||||||||||||||||||
PEP Group | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 521,000 | |||||||||||||||||||||||||
Estimated contingent consideration | £ | £ 2,553 | |||||||||||||||||||||||||
Apollo | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 2,300,000 | |||||||||||||||||||||||||
Payments to Acquire Business, First Payment | 1,000,000 | |||||||||||||||||||||||||
Payments to Acquire Business, Second Payment | $ 1,500,000 | |||||||||||||||||||||||||
Sloane and Company LLC | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 24,400,000 | |||||||||||||||||||||||||
Goodwill | 16,275,000 | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 4,800,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 24,416,000 | |||||||||||||||||||||||||
Sloane and Company LLC | Stagwell Media | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Closing cash payment | $ 19,600,000 | |||||||||||||||||||||||||
Kettle | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 5,400,000 | |||||||||||||||||||||||||
Closing cash payment | 4,900,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | 11,900,000 | |||||||||||||||||||||||||
Goodwill | 1,323,000 | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 500,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 5,402,000 | |||||||||||||||||||||||||
Truelogic | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase price | $ 17,300,000 | |||||||||||||||||||||||||
Closing cash payment | 8,900,000 | |||||||||||||||||||||||||
Deferred acquisition consideration | 500,000 | |||||||||||||||||||||||||
Goodwill | 6,184,000 | |||||||||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,900,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 17,300,000 | |||||||||||||||||||||||||
Maru Group | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||||||||||||||||||||||||
Goodwill | $ 24,204,000 | |||||||||||||||||||||||||
Revenues | 8,786,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 25,793,000 | £ 23,000 | ||||||||||||||||||||||||
Net income | 2,135,000 | |||||||||||||||||||||||||
Wolfgang | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 80% | 80% | ||||||||||||||||||||||||
Closing cash payment | $ 3,750,000 | |||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||||||||||||||
Goodwill | $ 2,451,000 | |||||||||||||||||||||||||
Revenues | 2,072,000 | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 6,160,000 | |||||||||||||||||||||||||
Net income | $ 297,000 | |||||||||||||||||||||||||
Wolfgang | Common Class A | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,178,000 | |||||||||||||||||||||||||
Shares issued by the Company (shares) | shares | 175 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Assets Acquired and Liabilities Assumed (Details) £ in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Oct. 03, 2022 USD ($) | Oct. 03, 2022 GBP (£) | May 31, 2022 USD ($) | Apr. 19, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 02, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 30, 2020 USD ($) | Aug. 14, 2020 USD ($) | Feb. 14, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Fixed assets | $ 180 | |||||||||||
Right-of-use lease assets - operating leases | 734 | |||||||||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Other Current Liabilities | (2,084) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 17,330 | |||||||||||
Other assets | 182 | |||||||||||
Advance billings | (869) | |||||||||||
Long-term portion of lease liabilities | (734) | |||||||||||
Goodwill | $ 1,566,956 | $ 1,652,723 | 351,725 | $ 325,185 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash, Cash Equivalents and Restricted Cash | 139 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables and Other | 8,458 | |||||||||||
Goodstuff Holdings Limited | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | 30,985 | |||||||||||
Accounts receivable | 28,685 | |||||||||||
Other current assets | 3,207 | |||||||||||
Fixed assets | 237 | |||||||||||
Right-of-use lease assets - operating leases | 2,060 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 14,974 | |||||||||||
Other assets | 55 | |||||||||||
Accounts payable | (6,344) | |||||||||||
Accruals and other liabilities | (27,353) | |||||||||||
Advance billings | (15,956) | |||||||||||
Current portion of lease liabilities | (857) | |||||||||||
Income taxes payable | (967) | |||||||||||
Long-term portion of lease liabilities | (3,744) | |||||||||||
Other liabilities | (1,204) | |||||||||||
Net liabilities assumed | 23,778 | |||||||||||
Goodwill | 4,410 | |||||||||||
Purchase price consideration | 28,188 | |||||||||||
MDC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | $ 130,197 | |||||||||||
Accounts receivable | 398,736 | |||||||||||
Other current assets | 41,291 | |||||||||||
Fixed assets | 81,343 | |||||||||||
Right-of-use lease assets - operating leases | 252,739 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 810,900 | |||||||||||
Other assets | 18,282 | |||||||||||
Accounts payable | (139,590) | |||||||||||
Accruals and other liabilities | (307,439) | |||||||||||
Advance billings | (211,212) | |||||||||||
Current portion of lease liabilities | (54,009) | |||||||||||
Current portion of deferred acquisition consideration | (53,054) | |||||||||||
Long-term debt | (901,736) | |||||||||||
Revolving credit facility | (109,954) | |||||||||||
Long-term portion of deferred acquisition consideration | (8,056) | |||||||||||
Long-term portion of lease liabilities | (283,637) | |||||||||||
Other liabilities | (139,026) | |||||||||||
Redeemable noncontrolling interests | (25,990) | |||||||||||
Preferred shares | (209,980) | |||||||||||
Noncontrolling interests | (151,090) | |||||||||||
Net liabilities assumed | (861,285) | |||||||||||
Goodwill | $ 1,299,374 | 1,290,347 | ||||||||||
Purchase price consideration | $ 429,062 | |||||||||||
BNG | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | $ 2,766 | |||||||||||
Accounts receivable | 10,147 | |||||||||||
Other current assets | 671 | |||||||||||
Fixed assets | 1,587 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 12,740 | |||||||||||
Other assets | 1,583 | |||||||||||
Accounts payable | (4,771) | |||||||||||
Accruals and other liabilities | (6,880) | |||||||||||
Advance billings | (1,159) | |||||||||||
Other liabilities | (3,642) | |||||||||||
Net liabilities assumed | 13,042 | |||||||||||
Goodwill | 24,423 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 37,465 | |||||||||||
TMA Direct | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | $ 582 | |||||||||||
Other current assets | 669 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 13,200 | |||||||||||
Accounts payable | (379) | |||||||||||
Accruals and other liabilities | (270) | |||||||||||
Noncontrolling interests | (2,667) | |||||||||||
Net liabilities assumed | 11,135 | |||||||||||
Goodwill | 6,569 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 17,704 | |||||||||||
Maru Group | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | $ 1,033 | |||||||||||
Accounts receivable | 7,374 | |||||||||||
Other current assets | 899 | |||||||||||
Fixed assets | 157 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 13,500 | |||||||||||
Other assets | 1,920 | |||||||||||
Accounts payable | (4,087) | |||||||||||
Accruals and other liabilities | (9,154) | |||||||||||
Advance billings | (6,462) | |||||||||||
Other liabilities | (3,591) | |||||||||||
Net liabilities assumed | 1,589 | |||||||||||
Goodwill | 24,204 | |||||||||||
Purchase price consideration | 25,793 | £ 23,000 | ||||||||||
Wolfgang | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | 1,606 | |||||||||||
Accounts receivable | 1,180 | |||||||||||
Other current assets | 100 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,055 | |||||||||||
Other assets | 46 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (278) | |||||||||||
Net liabilities assumed | 3,709 | |||||||||||
Goodwill | 2,451 | |||||||||||
Purchase price consideration | 6,160 | |||||||||||
Epicenter | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash and cash equivalents | 901 | |||||||||||
Other current assets | 45 | |||||||||||
Accounts payable | (148) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (650) | |||||||||||
Net liabilities assumed | 7,448 | |||||||||||
Goodwill | 4,416 | |||||||||||
Purchase price consideration | $ 11,864 | |||||||||||
Sloane and Company LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fixed assets | $ 72 | |||||||||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Other Current Liabilities | (469) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,900 | |||||||||||
Advance billings | (130) | |||||||||||
Goodwill | 16,275 | |||||||||||
Purchase price consideration | 24,416 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash, Cash Equivalents and Restricted Cash | 0 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables and Other | $ 2,768 | |||||||||||
Kettle | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fixed assets | $ 58 | |||||||||||
Right-of-use lease assets - operating leases | 533 | |||||||||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Other Current Liabilities | (552) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,930 | |||||||||||
Other assets | 172 | |||||||||||
Advance billings | (310) | |||||||||||
Long-term portion of lease liabilities | (533) | |||||||||||
Goodwill | 1,323 | |||||||||||
Purchase price consideration | 5,402 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash, Cash Equivalents and Restricted Cash | 49 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables and Other | $ 2,732 | |||||||||||
Truelogic | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fixed assets | $ 50 | |||||||||||
Right-of-use lease assets - operating leases | 201 | |||||||||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Other Current Liabilities | (1,063) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 9,500 | |||||||||||
Other assets | 10 | |||||||||||
Advance billings | (429) | |||||||||||
Long-term portion of lease liabilities | (201) | |||||||||||
Goodwill | 6,184 | |||||||||||
Purchase price consideration | 17,300 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash, Cash Equivalents and Restricted Cash | 90 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables and Other | $ 2,958 | |||||||||||
2020 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 23,782 | |||||||||||
Purchase price consideration | $ 47,118 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Oct. 03, 2022 | May 31, 2022 | Apr. 19, 2022 | Dec. 31, 2021 | Aug. 02, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | Aug. 14, 2020 | Feb. 14, 2020 | |
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 17,330 | ||||||||
Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,030 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | ||||||||
Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 15,300 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
MDC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 810,900 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | ||||||||
MDC | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 98,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
MDC | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 712,900 | ||||||||
MDC | Customer Relationships | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||||||
MDC | Customer Relationships | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||
Goodstuff Holdings Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,974 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Goodstuff Holdings Limited | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,349 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||
Goodstuff Holdings Limited | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,625 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
TMA Direct | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,200,000 | $ 12,740 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
TMA Direct | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,400,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 10 years | |||||||
TMA Direct | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800,000 | $ 6,150 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
TMA Direct | Other Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,090 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||||||
BNG | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
BNG | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,500 | ||||||||
BNG | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Maru Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,500 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | ||||||||
Maru Group | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,500 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Maru Group | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,700 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Maru Group | Other Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,300 | ||||||||
Maru Group | Other Intangible Assets | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||||||
Maru Group | Other Intangible Assets | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||||||
Wolfgang | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,055 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Wolfgang | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,055 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Epicenter | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,300 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Epicenter | Other Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,300 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Sloane and Company LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,900 | ||||||||
Sloane and Company LLC | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,300 | ||||||||
Sloane and Company LLC | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,600 | ||||||||
Kettle | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,930 | ||||||||
Kettle | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 330 | ||||||||
Kettle | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,600 | ||||||||
Truelogic | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,500 | ||||||||
Truelogic | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 400 | ||||||||
Truelogic | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,100 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | $ 911,203 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | 75,767 | ||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 911,203 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | 75,767 | ||||||
Revenues | $ 2,687,792 | $ 1,469,363 | 888,032 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 22,381 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 2,685 | ||||||
MDC | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,224,343 | 2,087,025 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,224,343 | 2,087,025 | |||||
Revenues | $ 605,448 | ||||||
Transaction expenses | 15,000 | ||||||
Goodstuff Holdings Limited | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 1,488,532 | 902,577 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 38,719 | 72,715 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 1,488,532 | 902,577 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 38,719 | $ 72,715 | |||||
TMA Direct | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,691,622 | 1,481,727 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 67,195 | 39,386 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,691,622 | 1,481,727 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 67,195 | 39,386 | |||||
Revenues | $ 7,659 | ||||||
BNG | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,698,018 | 1,501,568 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 65,097 | 36,863 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,698,018 | 1,501,568 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 65,097 | 36,863 | |||||
Revenues | $ 20,544 | ||||||
Maru Group | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,717,667 | 1,512,791 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,841 | 15,167 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,717,667 | 1,512,791 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,841 | 15,167 | |||||
Revenues | $ 8,786 | ||||||
Wolfgang | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,696,733 | 1,474,303 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 67,196 | 36,538 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,696,733 | 1,474,303 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 67,196 | 36,538 | |||||
Revenues | 2,072 | ||||||
Epicenter | |||||||
Business Combinations [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 2,690,969 | 1,473,183 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 65,450 | 35,810 | |||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 2,690,969 | 1,473,183 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 65,450 | $ 35,810 | |||||
Revenues | $ 1,028 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Disposition (Details) - Reputation Defender - Disposed of by Sale $ in Thousands | Sep. 15, 2021 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration received | $ 40,000 |
Other, net | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain (loss) on disposition of business | $ 43,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 country | |
Non-US And UK | |
Disaggregation of Revenue [Line Items] | |
Number of countries in which entity operates | 32 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 2,687,792 | $ 1,469,363 | $ 888,032 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,218,681 | 1,219,816 | 804,418 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 181,764 | 105,961 | 41,489 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 287,347 | 143,586 | 42,125 |
Digital Transformation | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 784,667 | 400,857 | 374,689 |
Creativity and Communications | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,221,855 | 561,538 | 152,499 |
Performance Media and Data | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 456,640 | 341,730 | 253,011 |
Consumer Insights and Strategy | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 224,630 | $ 165,238 | $ 107,833 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Unbilled service fees | $ 116,381 | $ 116,558 | |
Unbilled outside vendor costs, billable to clients | 93,077 | 63,065 | |
Advance billings | 337,034 | 361,885 | |
Increase (Decrease) in Advance Billings | (24,851) | ||
Contract with Customer, Liability, Revenue Recognized | 345,277 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, amount | 52,613 | ||
Unbilled service fees | 116,381 | $ 116,558 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Advance Billings | $ 869 | ||
BNG, Wolfgang, and Maru | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Advance Billings | 7,620 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Contract Assets | $ 3,195 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percent | 82% | ||
Expected timing of satisfaction | 3 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percent | 16% | ||
Expected timing of satisfaction | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percent | 2% | ||
Expected timing of satisfaction | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net income | $ 65,842 | $ 35,920 | $ 71,461 |
Net loss attributable to Stagwell Inc. common shareholders | (3,706) | ||
Net Income (Loss) Attributable to Noncontrolling Interest | (38,573) | (14,884) | (15,105) |
Net Income (Loss) Attributable to Parent | 27,269 | 21,036 | $ 56,356 |
Net income available to stockholders, diluted | $ 51,721 | $ (3,706) | |
Denominator | |||
Basic weighted average number of common shares outstanding (in shares) | 124,262 | 90,426 | |
Diluted weighted average number of common shares outstanding (in shares) | 296,596 | 90,426 | |
Class of Stock [Line Items] | |||
Basic (in dollars per share) | $ 0.22 | $ (0.04) | |
Diluted (in dollars per share) | $ 0.17 | $ (0.04) | |
Antidilutive securities excluded from computation of earnings per share (shares) | 2,292 | ||
Stagwell Media | |||
Numerator | |||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (24,452) | ||
Stagwell Global | |||
Numerator | |||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (14,121) | ||
Common Class C | |||
Class of Stock [Line Items] | |||
Weighted average number diluted shares outstanding adjustment | 165,971 | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 179,970 | ||
Stock Appreciation Rights and Restricted Awards | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 9,509 | ||
Stock Appreciation Rights (SARs) | |||
Class of Stock [Line Items] | |||
Weighted average number diluted shares outstanding adjustment | 1,896 | ||
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Weighted average number diluted shares outstanding adjustment | 4,467 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | 12 Months Ended | ||||
Nov. 08, 2021 | Oct. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 23, 2021 | |
Common Class A | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares issued in exchange | 20,949,000 | 12,087,000 | 19,061,000 | ||
Series 6 Convertible Preferred Shares | Stagwell Agency Holdings LLC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Preference shares, issued (in shares) | 50,000,000 | ||||
Preference shares, outstanding (in shares) | 50,000,000 | ||||
Series 8 Preferred Stock | The Goldman Sachs Group, Inc. | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Preference shares, outstanding (in shares) | 73,849,000 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 158,323 | $ 133,411 |
Fixed assets, accumulated depreciation | (59,445) | (35,895) |
Net Book Value | 98,878 | 97,516 |
Computers, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 56,788 | 41,839 |
Fixed assets, accumulated depreciation | (27,689) | (18,136) |
Net Book Value | 29,099 | 23,703 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 101,535 | 91,572 |
Fixed assets, accumulated depreciation | (31,756) | (17,759) |
Net Book Value | $ 69,779 | $ 73,813 |
Fixed Assets - Narrative (Detai
Fixed Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 26,510 | $ 15,416 | $ 7,026 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 1,652,723 | $ 351,725 | $ 325,185 |
Acquired goodwill | 65,462 | 1,303,649 | 23,775 |
Goodwill, Impairment Loss | (116,714) | ||
Disposition | (935) | ||
Transfer of Goodwill between reporting segments | 0 | ||
Foreign currency translation | (25,642) | (1,716) | 2,765 |
Other (3) | (8,873) | ||
Goodwill. Ending Balance | 1,566,956 | 1,652,723 | 351,725 |
Integrated Agencies Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 1,153,073 | 95,164 | 88,094 |
Acquired goodwill | 3,330 | 1,058,411 | 7,070 |
Goodwill, Impairment Loss | (49,840) | ||
Transfer of Goodwill between reporting segments | (111,065) | ||
Foreign currency translation | (11,422) | (502) | |
Other (3) | (15,682) | ||
Goodwill. Ending Balance | 968,394 | 1,153,073 | 95,164 |
Brand Performance Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 358,613 | 180,639 | 177,073 |
Acquired goodwill | 26,176 | 178,994 | 235 |
Goodwill, Impairment Loss | (49,314) | ||
Transfer of Goodwill between reporting segments | 111,065 | ||
Foreign currency translation | (13,467) | (1,020) | 3,331 |
Other (3) | 685 | ||
Goodwill. Ending Balance | 433,758 | 358,613 | 180,639 |
Communications Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 115,777 | 49,533 | 33,258 |
Acquired goodwill | 6,569 | 66,244 | 16,275 |
Foreign currency translation | (753) | ||
Other (3) | 6,124 | ||
Goodwill. Ending Balance | 127,717 | 115,777 | 49,533 |
All Other | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 25,260 | 26,389 | 26,760 |
Acquired goodwill | 29,387 | 195 | |
Goodwill, Impairment Loss | (17,560) | ||
Disposition | (935) | ||
Foreign currency translation | (194) | (566) | |
Goodwill. Ending Balance | $ 37,087 | $ 25,260 | $ 26,389 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangibles: | ||
Intangible Assets, Gross | $ 1,135,762 | $ 1,103,253 |
Less Accumulated Amortization | (228,233) | (144,471) |
Total Intangible Assets, Net | 907,529 | 958,782 |
Customer Relationships | ||
Intangibles: | ||
Intangible Assets, Gross | 875,160 | 875,541 |
Less Accumulated Amortization | (150,655) | (92,746) |
Intangible Assets, Net | 724,505 | 782,795 |
Trademarks | ||
Intangibles: | ||
Intangible Assets, Gross | 197,037 | 190,162 |
Less Accumulated Amortization | (53,150) | (36,775) |
Intangible Assets, Net | 143,887 | 153,387 |
Other Intangible Assets | ||
Intangibles: | ||
Intangible Assets, Gross | 63,565 | 37,550 |
Less Accumulated Amortization | (24,428) | (14,950) |
Intangible Assets, Net | $ 39,137 | $ 22,600 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 101,734 |
2024 | 96,245 |
2025 | 95,380 |
2026 | 84,089 |
2027 | 82,007 |
Thereafter | $ 448,074 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Expense | $ 103,060 | $ 61,054 | $ 33,999 |
Goodwill, Impairment Loss | 116,714 | ||
Impairment and other losses | 122,179 | 16,240 | $ 0 |
Goodwill, Impaired, Accumulated Impairment Loss | 116,714 | ||
Restatement Adjustment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Capitalized Computer Software, Gross | 29,844 | ||
Capitalized Computer Software, Accumulated Amortization | $ 8,757 | ||
Weighted Average | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||
Integrated Agencies Network and Brand Performance Network | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment and other losses | $ 1,400 | $ 16,187 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 14 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Deferred Acquisition Consider_3
Deferred Acquisition Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance of contingent payments | $ 222,369 | $ 17,847 |
Payments | $ 73,963 | $ 12,431 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and Administrative Expense | General and Administrative Expense |
Additions | $ 26,594 | $ 198,937 |
Deferred Policy Acquisition Costs, Foreign Currency Translation Gain (Loss) | (759) | 0 |
Other | (139) | (705) |
Ending balance of contingent payments | 161,323 | 222,369 |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 26,594 | 198,937 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 161,323 | 222,369 |
Common Class A | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Ending balance of contingent payments | 51,000 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 51,000 | |
MDC | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions | 61,000 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 61,000 | |
Concentric, Targeted Victory and Instrument | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions | 136,000 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ 136,000 | |
BNG, Apollo, PEP, and Epicenter | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions | 24,000 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ 24,000 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) lease | |
Leases [Abstract] | |
Number of leases not yet commenced | lease | 2 |
Leases not yet commenced, liability | $ 3,266 |
Operating Lease, Impairment Loss | $ 2,582 |
Leases - Lease Costs and Other
Leases - Lease Costs and Other Quantitative Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 75,190 | $ 46,019 | $ 25,507 |
Variable lease cost | 18,575 | 10,685 | 3,843 |
Sublease rental income | (14,446) | (7,367) | (3,777) |
Total lease cost | 79,319 | 49,337 | 25,573 |
Operating cash flows | 91,300 | 53,360 | 20,942 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 27,761 | $ 373,179 | $ 2,952 |
Weighted average remaining lease term (in years) - Operating leases | 6 years 4 months 24 days | ||
Weighted average discount rate - Operating leases | 4.50% |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 91,084 |
2024 | 77,438 |
2025 | 59,848 |
2026 | 44,589 |
2027 | 40,163 |
Thereafter | 119,119 |
Total | 432,241 |
Less: Present value discount | (61,843) |
Lease liability | $ 370,398 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 20, 2021 | |
Debt [Line Items] | |||
Debt issuance costs | $ (15,293) | $ (18,564) | |
Total long-term debt | 1,184,707 | 1,191,601 | |
Secured Debt | Revolving Credit Facility | |||
Debt [Line Items] | |||
Aggregate acquisition threshold related to precommencement notice provisions | 50,000 | ||
Combined Credit Agreement | |||
Debt [Line Items] | |||
Long-term Debt, Gross | 100,000 | 110,165 | |
Combined Credit Agreement | Secured Debt | Revolving Credit Facility | |||
Debt [Line Items] | |||
Aggregate acquisition threshold related to precommencement notice provisions | $ 100,000 | ||
Combined Credit Agreement | Secured Debt | SOFR | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 1% | ||
Combined Credit Agreement | Secured Debt | Federal Funds | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 0.50% | ||
5.625% Notes | Senior Notes | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 1,100,000 | $ 1,100,000 | |
Interest rate, stated percentage | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Aug. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 02, 2021 | Mar. 18, 2020 | Nov. 18, 2019 | |
Interest and Debt Expense | |||||||
Debt [Line Items] | |||||||
Interest expense, long-term debt | $ 73,788 | $ 29,594 | $ 5,472 | ||||
Amortization of debt issuance costs | 2,358 | 2,693 | $ 831 | ||||
Line of Credit | JPM Revolver | JPMorgan Chase Bank, N.A | |||||||
Debt [Line Items] | |||||||
Long-term debt, term | 5 years | ||||||
Maximum borrowing capacity | $ 325,000 | $ 265,000 | |||||
Right for additional borrowing capacity | $ 150,000 | ||||||
Additional borrowing capacity | $ 60,000 | ||||||
Line of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | $ 15 | ||||||
Secured Debt | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Aggregate acquisition threshold related to precommencement notice provisions | 50,000 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Long-term debt, term | 5 years | ||||||
Maximum borrowing capacity | $ 500,000 | ||||||
Higher borrowing capacity option | 100,000 | ||||||
Aggregate acquisition threshold related to precommencement notice provisions | $ 100,000 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | United Kingdom, Pounds | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | 50,000 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Euro Member Countries, Euro | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | 50,000 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Maximum | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | 650,000 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Federal Funds | |||||||
Debt [Line Items] | |||||||
Variable rate | 0.50% | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | SOFR | |||||||
Debt [Line Items] | |||||||
Variable rate | 1% | ||||||
Secured Debt | Combined Credit Agreement Before Amendment | Revolving Credit Facility | Federal Funds | |||||||
Debt [Line Items] | |||||||
Variable rate | 0.50% | ||||||
Secured Debt | Combined Credit Agreement Before Amendment | Revolving Credit Facility | LIBOR | |||||||
Debt [Line Items] | |||||||
Variable rate | 1% | ||||||
Letter of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 25,305 | $ 24,332 | |||||
Standby Letters of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000 | ||||||
Senior Notes | 5.625% Notes | |||||||
Debt [Line Items] | |||||||
Aggregate principal amount | $ 1,100,000 | ||||||
Interest rate, stated percentage | 5.625% | ||||||
Percentage of principal amount redeemed | 40% | ||||||
Percentage of redemption price, change in ownership controllatest for redemption at face amount | 101% | ||||||
Percentage of redemption price, sale of certain assets | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period One | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Two | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 102.813% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Three | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 101.406% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Four | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption With Equity Offering proceeds, Period One | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 105.625% | ||||||
Senior Notes | 7.50% Senior Notes | |||||||
Debt [Line Items] | |||||||
Aggregate principal amount | $ 870,300 | ||||||
Interest rate, stated percentage | 7.50% | ||||||
Redemption price, percentage | 101.625% | ||||||
Redemption price | $ 904,200 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Net Periodic Pension Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Interest cost on benefit obligation | $ 1,104 | $ 441 |
Expected return on plan assets | (1,659) | (697) |
Net periodic benefit income | (555) | (256) |
Settlement gain | (198) | 0 |
Total periodic benefit income | $ (753) | $ (256) |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other, net | |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other, net | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other, net |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions used to Determine Net Periodic Costs (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Discount rate | 2.82% | 2.62% |
Expected return on plan assets | 6.50% | 6.50% |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Current year actuarial gain | $ (4,088) | $ (722) |
Total recognized in other comprehensive (income) | (4,088) | (722) |
Total recognized in net periodic benefit income and other comprehensive loss | (4,841) | $ (978) |
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year | $ 66 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in benefit obligation: | ||
Benefit obligation, beginning balance (1) | $ 40,005 | $ 41,206 |
Interest cost on benefit obligation | 1,104 | 441 |
Actuarial gains | (10,930) | (1,091) |
Benefits paid | (2,135) | (551) |
Benefit Obligation, Ending balance | 28,044 | 40,005 |
Change in plan assets: | ||
Fair value of plan assets, beginning balance (1) | 26,355 | 26,578 |
Actual loss on plan assets | (4,985) | 328 |
Benefits paid | (2,135) | (551) |
Fair value of plan assets, Ending balance | 19,235 | 26,355 |
Funded status | $ 8,809 | $ 13,650 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Amounts Recognized in Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amounts recognized in the balance sheet consist of: | ||
Non-current liability | $ 8,809 | $ 13,650 |
Net amount recognized | $ 8,809 | $ 13,650 |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Accumulated net actuarial gains | $ (4,810) | $ (722) |
Amount recognized | $ 4,810 | $ 722 |
Employee Benefit Plans - Sche_7
Employee Benefit Plans - Schedule of Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Discount rate | 5.47% | 2.82% |
Employee Benefit Plans - Sche_8
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | $ 19,235 | $ 26,355 | $ 26,578 |
Investments | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 15 | ||
Mutual Fund | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 18,416 | 25,418 | |
Money market fund – Short-term investments | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 804 | 937 | |
Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 19,235 | 26,355 | |
Level 1 | Investments | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 15 | ||
Level 1 | Mutual Fund | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | 18,416 | 25,418 | |
Level 1 | Money market fund – Short-term investments | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Fair value of plan assets, beginning balance (1) | $ 804 | $ 937 |
Employee Benefit Plans - Sche_9
Employee Benefit Plans - Schedule of Allocation of Plan Assets (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 100% | |
Actual Allocation | 100% | 100% |
Cash/cash equivalents and Short-term investments | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 5% | |
Actual Allocation | 4.20% | 3.60% |
Equity Securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 65% | |
Actual Allocation | 67.40% | 69.10% |
Debt Securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 30% | |
Actual Allocation | 28.40% | 27.30% |
Employee Benefit Plans - Sch_10
Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Estimated Future Benefit Payments for FYE 12/31 | |
2023 | $ 1,794 |
2024 | 2,014 |
2025 | 1,932 |
2026 | 1,958 |
2027 | 1,903 |
Thereafter | 10,022 |
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 787 |
Noncontrolling and Redeemable_3
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 27,269 | $ 21,036 | $ 56,356 |
Adjustments to Additional Paid in Capital, Changes due to Business Combinations, Conversion of Class C to Class A Shares | 47,911 | ||
Change from net income (loss) attributable to Stagwell Inc. and transfers to noncontrolling interests | 74,180 | (5,502) | $ 56,356 |
Stagwell Inc. Shareholders' Equity | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to Additional Paid in Capital, Changes due to Business Combinations, Purchase of Redeemable Noncontrolling Interests and Noncontrolling Interests | (1,000) | ||
Purchase of noncontrolling interests | $ 46,911 | $ (26,538) |
Noncontrolling and Redeemable_4
Noncontrolling and Redeemable Noncontrolling Interests - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||
Income attributable to noncontrolling interests | $ 38,573 | $ 14,884 | $ 15,105 |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 30,438 | 15,296 | 18,231 |
Nonredeemable Noncontrolling Interest | 462,097 | 508,287 | |
Stagwell Global | |||
Noncontrolling Interest [Line Items] | |||
Income attributable to noncontrolling interests | 14,121 | ||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 5,986 | 9,170 | $ 18,231 |
Nonredeemable Noncontrolling Interest | 33,691 | 32,914 | |
Stagwell Media | |||
Noncontrolling Interest [Line Items] | |||
Income attributable to noncontrolling interests | 24,452 | ||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 24,452 | 6,126 | |
Nonredeemable Noncontrolling Interest | $ 428,406 | $ 475,373 |
Noncontrolling and Redeemable_5
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest | |||||
Beginning Balance | $ 604 | $ 43,364 | $ 604 | ||
Redemptions | (4,222) | (15,231) | |||
Acquisitions | 0 | 53,270 | |||
Changes in redemption value | $ (3,834) | $ (72) | (8,711) | 3,834 | $ (128) |
Net income (loss) attributable to redeemable noncontrolling interests | 8,135 | (412) | |||
Other | 545 | 1,299 | |||
Ending Balance | $ 43,364 | 39,111 | $ 43,364 | $ 604 | |
MDC | |||||
Noncontrolling Interest | |||||
Acquisitions | 26,000 | ||||
Targeted Victory | |||||
Noncontrolling Interest | |||||
Acquisitions | $ 27,000 |
Noncontrolling and Redeemable_6
Noncontrolling and Redeemable Noncontrolling Interests (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 39,111 | $ 43,364 | $ 604 |
Vesting over period | |||
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | 35,206 | ||
Termination, disability, or death | |||
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 3,905 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details Textual) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 5,893 |
2024 | 1,804 |
2025 | 1,304 |
2026 | 1,066 |
2027 | $ 44 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share Based Compensation Performance and Time Based (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Performance-Based Awards | ||
Shares | ||
Beginning balance (in shares) | 1,048,000 | |
Granted (in shares) | 1,372,000 | 1,048,000 |
Forfeited (in shares) | (34,000) | |
Ending balance (in shares) | 2,386,000 | 1,048,000 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 8.68 | |
Weighted average grant date fair value, granted (in dollars per share) | 7.03 | $ 8.68 |
Weighted average grant date fair value, forfeited (in dollars per share) | 7.79 | |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 7.74 | $ 8.68 |
Time-Based Awards | ||
Shares | ||
Beginning balance (in shares) | 15,699,000 | |
Shares acquired concurrent with acquisition | 3,326,000 | |
Granted (in shares) | 5,075,000 | 12,659,000 |
Vested (in shares) | (14,182,000) | (282,000) |
Forfeited (in shares) | (323,000) | (4,000) |
Ending balance (in shares) | 6,269,000 | 15,699,000 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 5.49 | |
Weighted average grant date fair value, shares acquired concurrent with acquisition (in dollars per share) | $ 5.42 | |
Weighted average grant date fair value, granted (in dollars per share) | 7.38 | 5.51 |
Weighted average grant date fair value, vested (in dollars per share) | 5.45 | 5.42 |
Weighted average grant date fair value, forfeited (in dollars per share) | 6.20 | 5.42 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 7.07 | $ 5.49 |
Share Capital - Schedule of S_2
Share Capital - Schedule of Share Based Compensation, Stock Appreciation Rights (Details) - Stock Appreciation Rights (SARs) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Beginning balance (in shares) | 4,893,000 | |
Shares acquired concurrent with acquisition | 3,379,000 | |
Granted (in shares) | 1,598,000 | |
Forfeited (in shares) | (84,000) | |
Exercised (in shares) | (48,000) | |
Ending balance (in shares) | 4,845,000 | 4,893,000 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 2.79 | |
Weighted average grant date fair value, shares acquired concurrent with acquisition (in dollars per share) | $ 2.94 | |
Weighted average grant date fair value, granted (in dollars per share) | 2.39 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 1.35 | |
Weighted average grant date fair value, exercised (in dollars per share) | 3.66 | |
Weighted average grant date fair value, ending balance (in dollars per share) | 2.78 | 2.79 |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | 4.58 | |
Weighted average exercise price, shares acquired concurrent with acquisition (in dollars per share) | 2.95 | |
Weighted average exercise price, granted (in dollars per share) | 8.13 | |
Weighted average exercise price, forfeited (in dollars per share) | 6.60 | |
Weighted average exercise price, exercised (in dollars per share) | 6 | |
Weighted average exercise price, ending balance (in dollars per share) | $ 4.57 | $ 4.58 |
Share Capital (Details Textual)
Share Capital (Details Textual) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Sep. 30, 2022 USD ($) shares | Nov. 08, 2021 shares | Oct. 07, 2021 shares | Aug. 02, 2021 $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Mar. 01, 2023 USD ($) | Mar. 23, 2022 USD ($) | |
Share Capital [Line Items] | |||||||||
Stock Repurchase Program, Authorized Amount | $ 125,000 | ||||||||
Shares exchanged that trigger employee tax withholding obligation | shares | 5,000,000 | ||||||||
Employee tax withholding obligation | shares | 2,000,000 | ||||||||
Equity Exchange, Tax Withholding Obligation | $ 14,900 | ||||||||
Stock Repurchased and Retired During Period, Shares | shares | 7,194,000 | ||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 73,309 | ||||||||
Stock Repurchased and Retired During Period | $ / shares | $ 7.17 | ||||||||
Repurchase of Common Stock | $ 51,547 | $ 51,540 | $ 0 | $ 0 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 12,858,000 | 2,839,000 | |||||||
Stock-based compensation | $ 33,152 | $ 75,032 | |||||||
Increase (Decrease) in Profit Interest Award, Liability | $ (4,179) | $ 536 | |||||||
Subsequent event | |||||||||
Share Capital [Line Items] | |||||||||
Stock Repurchase Program, Authorized Amount | $ 250,000 | ||||||||
Stock Repurchase Program, Increase in Authorized Amount | $ 125,000 | ||||||||
Performance-Based Awards | |||||||||
Share Capital [Line Items] | |||||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 7.74 | $ 8.68 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 9 days | 2 years 4 months 13 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 10 months 9 days | 2 years 4 months 13 days | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 12,781 | $ 8,221 | |||||||
Stock Appreciation Rights (SARs) | |||||||||
Share Capital [Line Items] | |||||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.78 | $ 2.79 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 5 months 12 days | 1 year 1 month 24 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4% | 1% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | shares | 3,845,000 | 1,950 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 11,063 | $ 19,677 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 5 months 12 days | 1 year 1 month 24 days | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,175 | $ 4,639 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,943 | 1,950 | |||||||
Stock Appreciation Rights (SARs) | Minimum | |||||||||
Share Capital [Line Items] | |||||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.20 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years | 2 years 9 months 18 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 37% | 35.50% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Stock Appreciation Rights (SARs) | Maximum | |||||||||
Share Capital [Line Items] | |||||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 3.66 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | 4 years | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 41.40% | 38.10% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Time-Based Awards | |||||||||
Share Capital [Line Items] | |||||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 7.07 | $ 5.49 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 7 months 24 days | 4 months 13 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 7 months 24 days | 4 months 13 days | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 16,449 | $ 15,376 | |||||||
Restricted Stock and Restricted Stock Units | |||||||||
Share Capital [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 77,332 | 1,527 | |||||||
Other Awards | |||||||||
Share Capital [Line Items] | |||||||||
Profit interest award liability | 20,961 | 36,418 | |||||||
Stock Compensation Award | |||||||||
Share Capital [Line Items] | |||||||||
Stock-based compensation | 36,663 | ||||||||
Share-Based Payment Arrangement, Noncash Expense, Income Tax Benefit | $ 4,106 | $ 5,289 | |||||||
Common Class A | |||||||||
Share Capital [Line Items] | |||||||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | ||||||||
Common Stock, Shares, Issued | shares | 131,720,000 | ||||||||
Common stock, voting rights, number of votes per share | vote | 1 | ||||||||
Shares issued in exchange | shares | 20,949,000 | 12,087,000 | 19,061,000 | ||||||
Common Class B | |||||||||
Share Capital [Line Items] | |||||||||
Common Stock, Shares Authorized | shares | 5,000 | ||||||||
Common Stock, Shares, Issued | shares | 4,000 | ||||||||
Common stock, voting rights, number of votes per share | vote | 20 | ||||||||
Common Class C | |||||||||
Share Capital [Line Items] | |||||||||
Common Stock, Shares Authorized | shares | 250,000,000 | ||||||||
Common Stock, Shares, Outstanding | shares | 160,909,000 | ||||||||
MDC | Common Class B | |||||||||
Share Capital [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||||
MDC | Common Class C | Stagwell Media | |||||||||
Share Capital [Line Items] | |||||||||
Shares issued in acquisition | shares | 179,970,000 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | $ 370,753 | ||||
Other comprehensive loss before reclassifications | (33,663) | $ (6,000) | |||
Amounts reclassified from accumulated other comprehensive income | 722 | ||||
Other comprehensive loss | $ (5,278) | $ (375) | (33,663) | (5,278) | $ (2,785) |
Ending Balance | 370,753 | 482,537 | 370,753 | ||
Accumulated Other Comprehensive Loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (5,278) | ||||
Other comprehensive loss | (5,278) | (33,663) | |||
Ending Balance | (5,278) | (38,941) | (5,278) | ||
Defined Benefit Pension | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 722 | ||||
Amounts reclassified from accumulated other comprehensive income | 722 | ||||
Other comprehensive loss | 4,088 | 722 | |||
Ending Balance | 722 | 4,810 | 722 | ||
Foreign Currency Translation | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (6,000) | ||||
Other comprehensive loss before reclassifications | (6,000) | ||||
Other comprehensive loss | (37,751) | (6,000) | |||
Ending Balance | $ (6,000) | $ (43,751) | $ (6,000) |
Schedule of Components by Juris
Schedule of Components by Jurisdiction - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||
Current Federal Tax Expense (Benefit) | $ 3,913 | $ 7,259 | $ 5,812 |
Current State and Local Tax Expense (Benefit) | 5,588 | 7,459 | 3,242 |
Current Foreign Tax Expense (Benefit) | 16,398 | 12,498 | 2,346 |
Current Income Tax Expense (Benefit) | 25,899 | 27,216 | 11,400 |
Deferred Federal Income Tax Expense (Benefit) | (8,049) | (143) | (1,951) |
Deferred State and Local Income Tax Expense (Benefit) | (6,439) | (2,521) | 389 |
Deferred Foreign Income Tax Expense (Benefit) | (3,831) | (1,154) | (3,901) |
Deferred income taxes | (18,319) | (3,818) | (5,463) |
Income tax expense (benefit) | 7,580 | 23,398 | 5,937 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 73,501 | 59,558 | 77,340 |
Domestic Tax Authority | |||
Income Tax [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 29,597 | 38,717 | 95,939 |
Foreign Tax Authority [Member] | |||
Income Tax [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 43,904 | $ 20,841 | $ (18,599) |
Schedule of Reconciliation of i
Schedule of Reconciliation of income tax expense (benefit) using the U.S. federal income tax rate compared with actual income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 73,501 | $ 59,558 | $ 77,340 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 15,435 | $ 12,507 | $ 16,241 |
Effective Income Tax Rate Reconciliation, Impact of Disregarded Entity Structure | (3,355) | (6,954) | (16,049) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 2,111 | 5,995 | 752 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (850) | 4,327 | 1,980 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Amount | (1,342) | 4,009 | 0 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 2,760 | (15) | 1,286 |
Effective Income Tax Rate Reconciliation,Prior Year Return-to-Provision Adjustments | (6,952) | 0 | 0 |
Effective Income Tax Rate Reconciliation,Prior Year Return-to-Provision Adjustments | (16,159) | 0 | 0 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 14,645 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | $ 1,287 | $ 3,529 | $ 1,727 |
Effective Income Tax Rate Reconciliation, Percent | 10.30% | 39.30% | 7.70% |
Income tax expense (benefit) | $ 7,580 | $ 23,398 | $ 5,937 |
Schedule of tax effects of sign
Schedule of tax effects of significant temporary differences - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 38,871 | $ 33,112 | $ 10,229 | |
Deferred Tax Assets, Tax Credit Carryforwards | 7,104 | 6,644 | 583 | |
Deferred Tax Assets, Operating Lease Liability | 52,442 | 48,173 | 4,141 | |
Deferred Tax Asset, Interest Carryforward | 29,530 | 30,760 | 0 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 2,794 | 3,720 | 0 | |
Deferred Tax Asset, TRA and Related Step-up | 32,890 | 0 | 0 | |
Deferred Tax Assets, Other | 14,557 | 15,160 | 3,344 | |
Deferred Tax Assets, Gross | 178,188 | 137,569 | 18,297 | |
Deferred Tax Assets, Valuation Allowance | (12,223) | (5,825) | (5,551) | |
Deferred Tax Assets, Net of Valuation Allowance | 165,965 | 131,744 | 12,746 | |
Deferred Tax Liabilities, Operating Lease, Right-of-Use Assets | 40,012 | 37,001 | 3,577 | |
Deferred Tax Liabilities, Property, Plant and Equipment | 6,839 | 4,212 | 463 | |
Deferred Tax Liabilities, Goodwill and Intangible Assets | 90,599 | 83,607 | 21,959 | |
Deferred Tax Liabilities, Residual Basis Differences | 0 | $ 119,470 | 102,297 | 0 |
Deferred Tax Liabilities, Other | 940 | 6,854 | 2,639 | |
Deferred Tax Liabilities, Gross | 138,390 | 233,971 | 28,638 | |
Deferred Tax Liabilities, Net | (102,227) | (15,892) | ||
Deferred Income Tax Assets, Net | 67,684 | 866 | 158 | |
Deferred Tax Assets, Net | 27,575 | |||
Deferred tax liabilities, net | $ (40,109) | $ (103,093) | $ (16,050) |
Schedule of reconciliation of t
Schedule of reconciliation of the change in unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | $ 1,850 | $ 1,038 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (477) | 0 | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (275) | 0 | |
Unrecognized Tax Benefits | 2,136 | 1,038 | $ 0 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Feb. 01, 2022 | |
Income Tax [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | ||
Income Taxes Receivable | $ 15,191 | $ 790 | |||
Taxes Payable | 6,850 | 24,643 | |||
Operating Loss Carryforwards | 57,553 | ||||
Deferred Tax Assets, Valuation Allowance | (12,223) | (5,825) | $ (5,551) | ||
Unrecognized Tax Benefits Including Income Tax Penalties and Interest Accrued | 2,159 | 1,120 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 73,501 | 59,558 | 77,340 | ||
Deferred Tax Liabilities, Residual Basis Differences | 0 | 102,297 | 0 | $ 119,470 | |
Deferred Tax Liability From Exchange of Paired Units for Class A Common Stock | $ 16,700 | ||||
Tax Receivable Agreement, Deferred Tax Liability | 28,694 | ||||
Tax Receivable Agreement, Deferred Tax Asset | 32,890 | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 23 | 82 | |||
Minimum | |||||
Income Tax [Line Items] | |||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 104 | ||||
Maximum | |||||
Income Tax [Line Items] | |||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 286 | ||||
General Business Tax Credit Carryforward | |||||
Income Tax [Line Items] | |||||
Tax Credit Carryforward, Amount | 7,104 | ||||
Domestic Tax Authority | |||||
Income Tax [Line Items] | |||||
Operating Loss Carryforwards | 18,730 | ||||
Indefinite Loss Carry forwards | 44,048 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 29,597 | 38,717 | 95,939 | ||
Domestic Tax Authority | Subsidiaries | |||||
Income Tax [Line Items] | |||||
Indefinite Loss Carry forwards | 10,555 | ||||
State and Local Jurisdiction | |||||
Income Tax [Line Items] | |||||
Indefinite Loss Carry forwards | 140,608 | ||||
State and Local Jurisdiction | Subsidiaries | |||||
Income Tax [Line Items] | |||||
Operating Loss Carryforwards | 21,403 | ||||
Foreign Tax Authority [Member] | |||||
Income Tax [Line Items] | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 43,904 | 20,841 | $ (18,599) | ||
Foreign Tax Authority [Member] | Subsidiaries | |||||
Income Tax [Line Items] | |||||
Operating Loss Carryforwards | $ 20,099 | ||||
Indefinite Loss Carry forwards | $ 15,363 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments not measured at Fair Value on a Recurring Basis (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 1,100,000 | $ 1,100,000 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 902,000 | $ 1,120,900 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Fair Value, Inputs, Level 3 | Dec. 31, 2022 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.052 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.054 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Aug. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | $ 23,076 | $ 16,449 | $ 572 | |
Due from Related Parties | 7,487 | 5,839 | ||
Expenses from transaction with related party | 4,365 | 2,261 | 8,009 | |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | $ 204,929 | 115,543 | ||
Due to Related Parties | $ 2,751 | 1,065 | ||
Loans and Leases Receivable, Related Parties, Fixed Interest Rate | 3.50% | |||
Affiliated entity | Loan Agreement, Related Party | ||||
Related Party Transaction [Line Items] | ||||
Interest Income, Related Party | $ 464 | 307 | 249 | |
Notes Receivable, Related Parties | 3,611 | 3,784 | ||
Affiliated entity | Technological Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 91 | 60 | 50 | |
Due from Related Parties | 42 | 10 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 227 | |||
Affiliated entity | Marketing services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 3,387 | 243 | 522 | |
Due from Related Parties | 493 | 88 | ||
Affiliated entity | Polling Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 2,365 | 0 | ||
Due from Related Parties | 0 | 0 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,450 | |||
Affiliated entity | Marketing and advertising services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 1,930 | 950 | ||
Due from Related Parties | 1,506 | 506 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,576 | |||
Affiliated entity | Sales and management services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transaction with related party | 2,006 | 788 | ||
Due to Related Parties | 1,416 | 442 | ||
Affiliated entity | 2020 Arrangement to Perform Marketing Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 5,146 | 4,866 | ||
Affiliated entity | Arrangement to Perform Marketing Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 5,564 | 4,814 | ||
Due from Related Parties | 3,476 | 4,033 | ||
Immediate family member of management | Marketing services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transaction with related party | 40 | 0 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 40 | |||
Due to Related Parties | 40 | 0 | ||
Immediate family member of management | Polling Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 718 | 436 | ||
Due from Related Parties | 380 | 70 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 1,481 | |||
Immediate family member of management | Data management services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transaction with related party | 2,138 | 1,473 | 8,009 | |
Due to Related Parties | 1,295 | 623 | ||
Director | Marketing services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 418 | |||
Due from Related Parties | 30 | |||
Expenses from transaction with related party | 181 | |||
Director | Marketing services | Stagwell Affiliate | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expected Amount of Transactions with Related Party | 603 | |||
Director | Marketing services | Stagwell Global | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expected Amount of Transactions with Related Party | 365 | |||
Director | Marketing and advertising services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 1,418 | 299 | ||
Due from Related Parties | 1,072 | 153 | ||
Employee of Subsidiary | ||||
Related Party Transaction [Line Items] | ||||
Loans and Leases Receivable, Related Parties, Additions | 889 | |||
Stagwell Affiliate | ||||
Related Party Transaction [Line Items] | ||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 13,000 | |||
Stagwell Affiliate | Noncash investment agreement | ||||
Related Party Transaction [Line Items] | ||||
Amount of Transaction | 12,400 | 93,900 | ||
Stagwell Affiliate | Cash investment agreement | ||||
Related Party Transaction [Line Items] | ||||
Amount of Transaction | 1,600 | 1,500 | ||
Stagwell Affiliate | Beneficial owner | Marketing and Website Development Services | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 7,185 | 9,647 | ||
Due from Related Parties | 488 | 979 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | $ 6,204 | |||
Stagwell Media | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | $ 191,900 | $ 108,500 |
Segment Information (Details 1)
Segment Information (Details 1) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) reportable_segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | reportable_segment | 3 | ||
Revenues | $ 2,687,792 | $ 1,469,363 | $ 888,032 |
Adjusted EBITDA | 451,118 | 253,652 | 143,168 |
Depreciation, Depletion and Amortization, Nonproduction | (131,273) | (77,503) | (41,025) |
Asset Impairment Charges | (122,179) | (16,240) | 0 |
Stock-based compensation | (33,152) | (75,032) | |
Deferred Acquisition Consideration Expense (Income) | 13,405 | (18,721) | (4,497) |
Other items, net | (18,691) | (21,430) | (13,906) |
Operating income | 159,228 | 44,726 | 83,740 |
Interest and Debt Expense | (76,062) | (31,894) | (6,223) |
Foreign exchange, net | (2,606) | (3,332) | (721) |
Other Nonoperating Income (Expense) | (7,059) | 50,058 | 544 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 73,501 | 59,558 | 77,340 |
Income tax expense | 7,580 | 23,398 | 5,937 |
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 65,921 | 36,160 | 71,403 |
Income (Loss) from Equity Method Investments | (79) | (240) | 58 |
Net income | 65,842 | 35,920 | 71,461 |
Net Income (Loss) Attributable to Noncontrolling Interest | (38,573) | (14,884) | (15,105) |
Net Income (Loss) Attributable to Parent | 27,269 | 21,036 | 56,356 |
Severance Costs | 10,600 | ||
Operating Segments | Integrated Agencies Network | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,479,802 | 770,056 | 221,595 |
Adjusted EBITDA | 293,643 | 163,596 | 42,332 |
Depreciation, Depletion and Amortization, Nonproduction | 74,609 | 37,646 | 9,360 |
Stock-based compensation | (13,774) | (47,190) | |
Operating Segments | Brand Performance Network | |||
Segment Reporting Information [Line Items] | |||
Revenues | 757,208 | 424,632 | 262,362 |
Adjusted EBITDA | 115,835 | 65,942 | 27,697 |
Depreciation, Depletion and Amortization, Nonproduction | 33,674 | 26,031 | 20,117 |
Stock-based compensation | (5,830) | (5,251) | |
Operating Segments | Communications Network | |||
Segment Reporting Information [Line Items] | |||
Revenues | 430,820 | 248,832 | 382,815 |
Adjusted EBITDA | 85,684 | 45,527 | 78,562 |
Depreciation, Depletion and Amortization, Nonproduction | 10,831 | 7,553 | 5,903 |
Stock-based compensation | (1,797) | (15,928) | |
Operating Segments | All Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 19,962 | 25,843 | 21,260 |
Adjusted EBITDA | (933) | (769) | (1,893) |
Depreciation, Depletion and Amortization, Nonproduction | 5,234 | 2,498 | 3,681 |
Stock-based compensation | (41) | (39) | |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | (43,111) | (20,644) | (3,530) |
Depreciation, Depletion and Amortization, Nonproduction | 6,925 | 3,775 | $ 1,964 |
Stock-based compensation | $ (11,710) | $ (6,624) |
SEC Schedule, Article 12-09, _2
SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation accounts deducted from assets to which they apply – allowance for doubtful accounts: | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 10,369 | $ 5,638 | $ 5,109 | $ 2,777 |
Charged to Costs and Expenses | 7,755 | 2,037 | 6,222 | |
Removal of Uncollectible Receivables | (2,908) | (1,482) | (3,907) | |
Translation Adjustments Increase (Decrease) | (116) | (26) | 17 | |
Balance at the End of Period | 10,369 | 5,638 | 5,109 | |
Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes: | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 12,223 | 5,825 | 5,551 | $ 2,945 |
Charged to Costs and Expenses | 2,760 | (15) | 2,606 | |
Translation Adjustments Increase (Decrease) | 0 | 0 | 0 | |
Other | 3,638 | 289 | 0 | |
Balance at the End of Period | $ 12,223 | $ 5,825 | $ 5,551 |
Uncategorized Items - stgw-2022
Label | Element | Value |
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | $ (27,955,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 8,896,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 27,435,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 70,427,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 778,658,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (2,026,000) |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 7,297,000 |
Stockholders' Equity, Other1 | stgw_StockholdersEquityOther1 | 300,000 |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 157,267,000 |
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 16,338,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 11,936,000 |
Member Units [Member] | ||
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (375,000) |
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 72,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 24,742,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | (178,372,000) |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsDeclared | 204,929,000 |
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Retained Earnings [Member] | ||
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 3,834,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (3,706,000) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (558,000) |
Additional Paid-in Capital [Member] | ||
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (25,236,000) |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 70,427,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 110,555,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (228,000) |
Stock Issued During Period, Value, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross | (2,000) |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 209,947,000 |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 8,845,000 |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 14,138,000 |
Noncontrolling Interest [Member] | ||
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (2,719,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 2,693,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 12,602,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 636,416,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (1,240,000) |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | (1,549,000) |
Stockholders' Equity, Other1 | stgw_StockholdersEquityOther1 | 300,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 143,134,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 16,338,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 11,936,000 |
Preferred Stock [Member] | ||
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | $ 209,980,000 |
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | (123,849,000) |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | $ (209,980,000) |
Stock Issued During Period, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodNoncontrollingInterestIncreaseFromBusinessCombination | 123,849,000 |
Parent [Member] | ||
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | $ (25,236,000) |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (375,000) |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (5,278,000) |
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 3,834,000 |
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 72,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (3,706,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 24,742,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 70,427,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 142,242,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (786,000) |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 8,846,000 |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 14,133,000 |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsDeclared | 204,929,000 |
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Common Class C [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | $ 2,000 |
Stock Issued During Period, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodNoncontrollingInterestIncreaseFromBusinessCombination | 179,970,000 |
Common Class A and B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross | 1,962,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | $ 77,000 |
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 33,035,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross | $ 2,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 33,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 1,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | $ (5,000) |
Stock Repurchased and Retired During Period, Shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodShares | 14,000 |
Stock Issued During Period, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodNoncontrollingInterestIncreaseFromBusinessCombination | 78,794,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 4,476,000 |