Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Mar. 01, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-13718 | |
Entity Registrant Name | Stagwell Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1390679 | |
Entity Address, Address Line One | One World Trade Center, Floor 65 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 646 | |
Local Phone Number | 429-1800 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | STGW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement relating to the 2024 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 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
ICFR Auditor Attestation Flag | true | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 628.9 | |
Document Annual Report | true | |
Document Financial Statement Error | true | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 116,906,352 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 151,648,741 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Auditor [Abstract] | ||
Auditor Name | PricewaterhouseCoopers LLP | Deloitte & Touche LLP |
Auditor Location | New York, NY | New York, NY |
Auditor Firm ID | 238 | 34 |
AUDITED CONSOLIDATED STATEMENTS
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Revenues | $ 2,527,177 | $ 2,687,792 | $ 1,469,363 |
Operating expenses: | |||
Cost of services | 1,621,174 | 1,673,576 | 906,856 |
Office and general expenses | 661,250 | 601,536 | 424,038 |
Depreciation and amortization | 142,831 | 131,273 | 77,503 |
Impairment and other losses | 11,395 | 122,179 | 16,240 |
Costs and Expenses, Total | 2,436,650 | 2,528,564 | 1,424,637 |
Operating Income (Loss), Total | 90,527 | 159,228 | 44,726 |
Other income (expense): | |||
Interest expense, net | (90,644) | (76,062) | (31,894) |
Foreign exchange, net | (2,960) | (2,606) | (3,332) |
Gain (loss) on disposition of business | 94,505 | 43,440 | |
Other, net | (359) | (4,975) | 7,020 |
Nonoperating Income (Expense), Total | 542 | (83,643) | 14,832 |
Income before income taxes and equity in earnings of non-consolidated affiliates | 91,069 | 75,585 | 59,558 |
Income tax expense | 40,557 | 25,462 | 23,398 |
Income before equity in earnings of non-consolidated affiliates | 50,512 | 50,123 | 36,160 |
Equity in (loss) of non-consolidated affiliates | (8,870) | (79) | (240) |
Net income | 41,642 | 50,044 | 35,920 |
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests | (41,508) | (30,125) | (14,884) |
Net income attributable to Stagwell Inc. common shareholders | $ 134 | $ 19,919 | $ 21,036 |
Earnings Per Share [Abstract] | |||
Earnings per share, basic | $ 0 | $ 0.16 | $ (0.04) |
Earnings per share, diluted | $ 0 | $ 0.12 | $ (0.04) |
Weighted Average Number Of Shares Outstanding For Basic and Diluted [Abstract] | |||
Weighted Average Number of Shares Outstanding, Basic | 117,259 | 124,262 | 90,426 |
Weighted Average Number of Shares Outstanding, Diluted | 122,170 | 296,596 | 90,426 |
AUDITED CONSOLIDATED STATEMEN_2
AUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Comprehensive income (loss) | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 41,642 | $ 50,044 | $ 35,920 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other comprehensive (loss) - Foreign currency translation adjustment | 7,996 | (37,773) | (6,000) |
Other comprehensive income - Benefit plan adjustment | 338 | 4,088 | 722 |
Other Comprehensive Income (Loss), Net of Tax, Total | 8,334 | (33,685) | (5,278) |
Comprehensive income for the period | 49,976 | 16,359 | 30,642 |
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests | (47,431) | (6,640) | (14,884) |
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders | $ 2,545 | $ 9,719 | $ 15,758 |
AUDITED CONSOLIDATED BALANCE SH
AUDITED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 119,737 | $ 220,589 |
Accounts receivable, net | 697,178 | 645,846 |
Expenditures billable to clients | 114,097 | 93,077 |
Other current assets | 94,054 | 74,011 |
Total Current Assets | 1,025,066 | 1,033,523 |
Fixed assets, net | 77,825 | 98,878 |
Operating Lease, Right-of-Use Asset | 254,278 | 273,567 |
Goodwill | 1,498,815 | 1,566,956 |
Other intangible assets, net | 818,220 | 907,529 |
Other assets | 92,843 | 116,138 |
Total Assets | 3,767,047 | 3,996,591 |
Current Liabilities | ||
Accounts payable | 414,980 | 357,253 |
Accrued media | 291,777 | 240,506 |
Accruals and other liabilities | 233,046 | 268,871 |
Advance billings | 301,674 | 337,034 |
Current portion of lease liabilities - operating leases | 65,899 | 76,349 |
Current portion of deferred acquisition consideration | 66,953 | 90,183 |
Total Current Liabilities | 1,374,329 | 1,370,196 |
Long-term debt | 1,145,828 | 1,184,707 |
Long-term portion of deferred acquisition consideration | 34,105 | 71,140 |
Long-term lease liabilities - operating leases | 281,307 | 294,049 |
Deferred tax liabilities, net | 40,509 | 40,879 |
Other liabilities | 54,905 | 67,695 |
Total Liabilities | 2,930,983 | 3,028,666 |
Redeemable Noncontrolling Interests | 10,792 | 39,111 |
Commitments and Contingencies | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Paid-in capital | 348,494 | 491,899 |
Retained earnings | 21,148 | 22,095 |
Accumulated other comprehensive loss | (13,067) | (15,478) |
Stagwell Inc. Shareholders' Equity | 356,695 | 498,650 |
Noncontrolling interests | 468,577 | 430,164 |
Total Shareholders' Equity | 825,272 | 928,814 |
Liabilities and Equity, Total | 3,767,047 | 3,996,591 |
Common Class A and Common Class B | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | 118 | 132 |
Common Class C | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | $ 2 | $ 2 |
AUDITED CONSOLIDATED STATEMEN_3
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 41,642 | $ 50,044 | $ 35,920 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Stock-based compensation | 57,179 | 33,152 | 75,032 |
Depreciation and amortization | 142,831 | 131,273 | 77,503 |
Operating Lease, Right-of-Use Asset, Amortization Expense | 76,653 | 77,368 | 58,982 |
Impairment and other losses | 11,395 | 122,179 | 16,240 |
Deferred income taxes | 19,443 | (18,241) | (3,818) |
Adjustment To Deferred Acquisition Consideration | 13,060 | (13,405) | 18,721 |
Gain (loss) on disposition of business | (94,505) | (43,440) | |
Other, net | 8,313 | (22) | 568 |
Changes in working capital: | |||
Accounts receivable | (58,704) | 37,780 | (30,784) |
Expenditures billable to clients | (21,477) | (32,366) | (35,371) |
Other assets | 1,153 | (1,388) | 3,997 |
Accounts payable | 52,837 | 108,028 | (51,978) |
Accrued expenses and other liabilities | (24,647) | (22,436) | 61,974 |
Advance billings | (41,137) | (27,062) | 76,021 |
Increase (Decrease) in Operating Lease Liability | (87,629) | (86,525) | (53,360) |
Deferred acquisition related payments | (15,400) | (10,793) | (5,351) |
Net Cash Provided by (Used in) Operating Activities, Total | 81,007 | 347,586 | 200,856 |
Cash flows from investing activities: | |||
Capital expenditures | (14,238) | (22,663) | (8,797) |
Acquisitions, net of cash acquired | (23,339) | (74,234) | 150,346 |
Capitalized software | (28,175) | (12,774) | (13,829) |
Capitalized software | 229,484 | 37,232 | |
Other | (7,781) | (6,604) | (1,000) |
Net Cash Provided by (Used in) Investing Activities, Total | 155,951 | (116,275) | 163,952 |
Cash flows from financing activities: | |||
Repayment of borrowings under revolving credit facility | 1,945,500 | (1,266,000) | (719,088) |
Proceeds from borrowings under revolving credit facility | (1,986,500) | 1,255,500 | 516,669 |
Shares repurchased and cancelled | (223,835) | (70,269) | (841) |
Distributions to noncontrolling interests | (24,964) | (39,197) | |
Payment of deferred consideration | (49,221) | (63,170) | |
Purchase of noncontrolling interest | (3,600) | (37,500) | |
Proceeds from issuance of the 5.625% Notes | 1,100,000 | ||
Debt issuance costs | (844) | (15,053) | |
Distributions | (233,203) | ||
Payments for Repurchase of Senior Notes | (884,398) | ||
Net Cash Provided by (Used in) Financing Activities, Total | (339,864) | (186,736) | (273,414) |
Effect of exchange rate changes on cash and cash equivalents | 2,054 | (7,995) | 158 |
Net increase (decrease) in cash and cash equivalents | (100,852) | 36,580 | 91,552 |
Cash and cash equivalents at beginning of period | 220,589 | 184,009 | 92,457 |
Cash and cash equivalents at end of period | 119,737 | 220,589 | 184,009 |
Supplemental Cash Flow Information: | |||
Cash income taxes paid | 45,538 | 41,235 | 58,578 |
Cash interest paid | 87,068 | 70,935 | 23,528 |
Non-cash investing and financing activities: | |||
Establishment of Tax Receivables Agreement liability | 26,610 | ||
Conversion of Class C to Class A Shares | 47,930 | ||
Finalization of Stagwell Inc’s tax basis in Stagwell Global, LLC | 119,470 | ||
Noncash Contributions from Limited Liability Company (LLC) | 12,372 | ||
Noncash Distributions to Limited Liability Company (LLC) | 13,000 | ||
Non-cash payment of deferred acquisition consideration | 32,820 | 989 | 7,080 |
Conversion of Stock, Amount Converted | 209,947 | ||
Acquisitions of business | 8,332 | 1,178 | 425,752 |
Noncash or Part Noncash Acquisition, Noncontrolling Interest Acquired | $ 22,172 | 1,000 | 170,266 |
Issuance of Redeemable Noncontrolling Interest | $ 27,820 | ||
Establishment of a deferred tax asset related to the exchange | $ 30,556 |
AUDITED CONSOLIDATED STATEMEN_4
AUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Class A & B | Stagwell Inc. Shareholders' Equity | Common Shares Common Class A & B | Common Shares Class C | Common Shares Common Class A and Common Class B | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Members' capital |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Members' Equity | $ 358,756 | ||||||||||
Balance at Dec. 31, 2020 | $ 398,543 | $ 358,756 | $ 39,787 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net Income (Loss) Attributable to Parent | 21,036 | ||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 15,296 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 5,278 | ||||||||||
Stockholders' Equity, Reclassification on Noncontrolling Interest to Liability [Abstract] | (8,475) | (8,475) | |||||||||
Balance (in shares) at Dec. 31, 2021 | 118,252,000 | 179,970,000 | |||||||||
Balance at Dec. 31, 2021 | 879,040 | 370,753 | $ 118 | $ 2 | $ 382,893 | $ (6,982) | $ (5,278) | 508,287 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Income attributable to noncontrolling interests | 14,884 | ||||||||||
Net Income (Loss) Attributable to Parent | 19,919 | ||||||||||
Net income | 19,919 | 19,919 | |||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 21,990 | 30,125 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 50,044 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 33,685 | 10,200 | 10,200 | (23,485) | |||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (16,359) | (9,719) | (19,919) | 10,200 | 6,640 | ||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (29,957) | (29,957) | |||||||||
Reduction of noncontrolling and redeemable noncontrolling interest | 4,600 | 1,000 | 1,000 | 3,600 | |||||||
Noncontrolling Interest, Increase from Acquisitions | (2,667) | (2,667) | |||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | (8,711) | (8,711) | (8,711) | ||||||||
Restricted Awards Granted or Vested (in shares) | 3,940,000 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (221,000) | ||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (4) | (4) | |||||||||
Shares acquired and cancelled (in shares) | (9,725,000) | ||||||||||
Stock Repurchased and Retired During Period, Value | (70,279) | (70,279) | $ (10) | (70,269) | |||||||
Stock-based compensation | 34,974 | 34,974 | 34,974 | ||||||||
Stock Issued During Period, Value, Acquisitions | 1,178 | 1,178 | 1,178 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 175,000 | ||||||||||
Conversion of shares (in shares) | 19,061,000 | (19,061,000) | |||||||||
Stock Issued During Period, Value, Conversion of Units | (47,930) | $ (19) | (47,911) | 47,930 | |||||||
Finalization of MDC acquisition accounting | 13,993 | 16,294 | 16,294 | (2,301) | |||||||
Other, Shares | 242,000 | ||||||||||
Other | 14,756 | (6,512) | $ (1) | (6,960) | 447 | 8,244 | |||||
Balance (in shares) at Dec. 31, 2022 | 131,724,000 | 160,909,000 | |||||||||
Balance at Dec. 31, 2022 | 928,814 | 498,650 | $ 132 | $ 2 | 491,899 | 22,095 | (15,478) | 430,164 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Income attributable to noncontrolling interests | 30,125 | ||||||||||
Finalization of Stagwell Inc’s tax basis in Stagwell Global, LLC | 119,470 | 119,470 | 119,470 | ||||||||
Net Income (Loss) Attributable to Parent | 134 | ||||||||||
Net income | 134 | 134 | |||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (42,142) | 41,508 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 41,642 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (8,334) | (2,411) | (2,411) | 5,923 | |||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (49,976) | (2,545) | (134) | (2,411) | 47,431 | ||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (19,164) | (19,164) | |||||||||
Reduction of noncontrolling and redeemable noncontrolling interest | (3,257) | (3,257) | (3,257) | ||||||||
Changes in redemption value | (442) | ||||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | 442 | 442 | 442 | ||||||||
Restricted Awards Granted or Vested (in shares) | 5,548,000 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 67,000 | ||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (468) | (468) | $ (6) | 462 | |||||||
Shares acquired and cancelled (in shares) | (9,900,000) | (35,527,000) | |||||||||
Stock Repurchased and Retired During Period, Value | $ (225,505) | (225,505) | $ (36) | (225,469) | |||||||
Stock-based compensation | 49,674 | 49,674 | 49,674 | ||||||||
Change in ownership held by Class C holders | 0 | 10,858 | (10,858) | 10,858 | |||||||
Stock Issued During Period, Value, Acquisitions | 41,160 | 41,160 | $ 8 | 41,152 | |||||||
Stock Issued During Period, Shares, Acquisitions | 7,530,000 | ||||||||||
Conversion of shares (in shares) | (9,260,000) | 9,260,000 | |||||||||
Stock Issued During Period, Value, Conversion of Units | $ (9) | (9) | |||||||||
Other, Shares | 1,000 | ||||||||||
Other | (2,966) | (2,254) | $ 1 | (1,614) | (639) | (712) | |||||
Balance (in shares) at Dec. 31, 2023 | 118,469,000 | 151,649,000 | |||||||||
Balance at Dec. 31, 2023 | 825,272 | $ 356,695 | $ 118 | $ 2 | $ 348,494 | $ 21,148 | $ (13,067) | $ 468,577 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Liability modification of certain SARS awards | 1,600 | ||||||||||
Income attributable to noncontrolling interests | $ 41,508 |
Basis of Presentation and Recen
Basis of Presentation and Recent Developments | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Developments | 1. Business and Basis of Presentation Stagwell Inc. (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and its portfolio of marketing services firms (“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 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 of 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. Revision of Previously Issued Consolidated Financial Statements In connection with the preparation of the consolidated financial statements during 2023, the Company identified the following errors in the areas of income taxes, noncontrolling interests, and accumulated other comprehensive loss related to its previously filed 2022 annual consolidated financial statements. • In the first quarter of 2023, we identified an error related to foreign currency gains and losses not being allocated from Accumulated other comprehensive loss to noncontrolling interest shareholders. Noncontrolling interests and Accumulated other comprehensive loss was overstated by approximately $23.5 million. There was no impact to Total Shareholders’ Equity as of December 31, 2022. Also, we identified a $2.1 million understatement of income tax expense, and overstatement to income tax payable (Accruals and Other Liabilities) and deferred tax asset (Other Current Assets) of $2.4 million and $4.5 million, respectively, relating to an error in the calculation of valuation allowances. These errors were originally corrected within the first quarter of 2023 as management determined the errors were not material to the quarterly financial statements as of and for the three months ended March 31, 2023. • In the second quarter of 2023, we identified an error related to an understatement of income tax expense and income tax payable (Accruals and Other Liabilities) by $5.3 million due to incorrect applications of tax payments. The Company also identified a misclassification of $12.9 million as a result of improper netting of income tax receivables (Other Current Assets) and payables (Accruals and Other Liabilities). This error resulted in an incremental $7.3 million misclassification of income tax receivables and payables as of March 31, 2023, which was originally corrected within the second quarter of 2023 as management determined the errors were not material to the quarterly financial statements as of and for the three and six months ended June 30, 2023. • In the fourth quarter of 2023, we identified an incremental $10.4 million understatement of tax expense as well as balance sheet misclassification between income tax accounts included within Other Current Assets, Other Assets, Accruals and Other Liabilities, and Deferred Tax Liabilities. These errors were related to the incorrect applications of tax payments, and the incorrect calculation of deferred tax balances for items mainly associated with interest expense, intangible assets, fixed assets, state tax, basis adjustment for partnership, and the related valuation allowance. We also identified an error in our tax receivable agreement (TRA) liability calculation which resulted in a $2.1 million overstatement of other expenses and of Other Liabilities. The Company evaluated the impact of all errors identified throughout 2023 individually and in the aggregate and concluded they are not material to its previously issued 2022 annual consolidated financial statements. As a result, the Company has revised its 2022 consolidated financial statements to reflect the effects of these adjustments, which were originally recorded out-of-period in the 2023 interim financial statements. See Note 21 of the Notes included herein for additional information. The 2022 balances presented within the 2023 Form 10-K reflect the effects of the corrections. The Company will effect the revision of the 2023 interim consolidated financial statements the next time such financial statements are presented. See Note 22 of the Notes included herein for additional information regarding the unaudited quarterly financial information. The 2022 interim consolidated financial statements previously issued through September 30, 2022 were not affected by these errors. Recent Developments On January 2, 2024, the Company acquired 100% of the interests in Team Epiphany, LLC., for $15.8 million of which $10.8 million was paid in cash and 798,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $17.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. On March 1, 2024, the Company acquired 100% of the interests in Sidekick Live Limited., for £4.5 million of which £3.6 million (approximately $4.6 million) was paid in cash and 195,000 shares of Class A Common Stock, par value $0.001 per share, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of £8.0 million (approximately $10.2 million), subject to continued employment requirements and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 Audited 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. As of December 31, 2023, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in the future. 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 . 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 4 % of revenue for the years ended December 31, 2023 and 2022. 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 expected losses using a current expected credit loss model. The Allowance for doubtful accounts is based on expected future uncollectible accounts receivable and is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. Allowance for doubtful accounts was $7.1 million and $10.4 million at December 31, 2023 and December 31, 2022, respectively. Transfer of Accounts Receivable. The Company transfers certain of its trade receivable assets to third parties under certain agreements. 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 were $393.9 million, $176.5 million and $42.1 million, during the years ended December 31, 2023, 2022, and 2021, respectively. The amount collected and due to the third parties under these arrangements was $1.8 million as of December 31, 2023 and $5.7 million as of December 31, 2022. No amounts were collected and due to third parties as of December 31, 2021. Fees for these arrangements were recorded in Office and general expenses in the Consolidated Statements of Operations and totaled $5.4 million, $1.8 million, and $0.1 million for the years ended December 31, 2023, 2022, and 2021, 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 generally 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 multiples based on market data and comparable companies. The Company 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 revenue growth rates, EBITDA margin, long-term growth rates, 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 balance sheet. Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period. Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) 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, such as revenue and EBITDA growth, 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 Office and general expenses in the Consolidated Statements of Operations. Redeemable Noncontrolling Interests . Certain 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 sometimes has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas, such as the average earnings of the relevant subsidiary through the date of exercise or the growth rate of the earnings of the relevant subsidiary during that period. In the event that an incremental purchase may be 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 (if 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 of 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. The Company accounts 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 basis. 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 a blended rate which includes historical volatility of a peer group of market participants and historical volatility of the Company 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. Forfeitures for all awards are recognized as they occur. 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. Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets. See Note 15 of the Notes included herein for further details on these awards. Share Buybacks . The Company may purchase shares of Class A Common Stock under its stock repurchase program (the “Repurchase Program”) as well as repurchases outside of the Repurchase Program. 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 $20.5 million, $19.0 million, and $10.0 million for the years ended December 31, 2023, 2022, and 2021, 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. Earnings (Loss) per Common Share . Basic earnings (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Diluted earnings (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, par value $0.00001 per share (the “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, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board, (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact of the adoption of this guidance on the Company’s financial statements and disclosures. In November 2023, the FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting (Topic 280) Improvements to Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of the new requirements, effective for the Company’s 2024 Financial Statements, to determine the level of disclosure of segment expenses. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions 2023 Acquisitions On November 1, 2023, the Company acquired Movers and Shakers, a digital creative company, for $15.0 million, of which $10.2 million was paid in cash and 1.0 million shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $35.0 million, subject to meeting certain future earnings targets and continued employment, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Movers and Shakers and expected growth related to new customer relationships. Goodwill of $8.2 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On October 2, 2023, the Company acquired Left Field Labs (“LFL”), a digital experience design and strategy company, for $13.2 million, of which $9.4 million was paid in cash and 825 thousand shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $51.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of LFL and expected growth related to new customer relationships. Goodwill of $8.7 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”), a marketing and design company, for $2.5 million in cash consideration, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Tinsel and expected growth related to new customer relationships. Goodwill of $1.6 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”), for €5.2 million ($5.6 million) of cash consideration, of which €0.9 million ($1.0 million) is deferred, subject to post-closing adjustments. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The goodwill is non-deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for $20.9 million of cash consideration, as well as contingent consideration up to a maximum value of $50.0 million. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of BNG. Goodwill of $24.6 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,698,018 $ 1,501,568 Net income $ 49,299 $ 36,864 Revenue attributable to BNG, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $30.1 million, and Net loss was $1.5 million. Revenue attributable to BNG, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $20.5 million, and Net income was $0.1 million. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for $17.2 million of cash consideration and $0.5 million of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to $13.3 million. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of TMA Direct. Goodwill of $6.6 million was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,691,622 $ 1,481,727 Net income $ 51,397 $ 39,386 Revenue attributable to TMA Direct, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $11.0 million, and Net income was $1.1 million. Revenue attributable to TMA Direct, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $7.7 million, and Net income was $0.9 million. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for £23.0 million ($25.8 million) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Maru and expected growth related to new customer relationships and geographic expansion. Goodwill of $26.0 million was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,717,667 $ 1,512,791 Net income $ 36,043 $ 15,167 Revenue attributable to Maru, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $32.1 million and Net loss was $10.8 million. Revenue attributable to Maru, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $8.8 million, and Net loss was $2.1 million. 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 $3.8 million in cash consideration and 175 thousand shares of Class A Common Stock with a fair value of $1.2 million. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wolfgang. Goodwill of $2.5 million was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,696,733 $ 1,474,303 Net income $ 51,398 $ 36,538 Revenue attributable to Wolfgang, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $5.7 million, and Net income was $0.7 million. Revenue attributable to Wolfgang, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $2.1 million, and Net loss was $0.3 million. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC (“Epicenter”) for $9.9 million in cash consideration, as well as contingent consideration up to a maximum value of $5.0 million. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon fair values. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epicenter. Goodwill of $4.4 million was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,690,969 $ 1,473,183 Net income $ 49,652 $ 35,810 Revenue attributable to Epicenter, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $4.3 million, and Net loss was $0.7 million. Revenue attributable to Epicenter, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $1.0 million, and Net loss was $1.2 million. 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 (“OpCo”), (which name was subsequently to Stagwell Global LLC); (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 180.0 million shares of the Company’s 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 180.0 million 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 $429.1 million, consisting of 80.0 million 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 $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 (dollars in thousands) 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 $932.6 million, $285.4 million and $72.4 million 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 $1,299.4 million 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 (dollars in thousands) 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 (dollars in thousands) 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 $605.4 million. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were $15.0 million 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 £21.0 million ($28.2 million) of cash consideration as well as contingent consideration up to a maximum of £22.0 million. The cash consideration included an initial payment of £8.0 million, an excess working capital payment of £9.0 million and £4.0 million 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 $23.8 million of assets acquired and assumed liabilities of Goodstuff based upon their fair values, with any excess purchase price allocated to goodwill. 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 $4.4 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names 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 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. For the years ended December 31, 2021 and 2020, pro forma revenue was $1,488.5 million and $902.6 million, respectively, and net income was $38.7 million and $72.7 million, respectively. Other Acquisitions On July 12, 2022, the Company acquired PEP Group Holdings B.V., an omnichannel content creation and adaption production company for $0.5 million in cash consideration, as well as contingent consideration up to a maximum value of €2.6 million. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc., a real-time artificial intelligence-powered software-as-a-service platform, for $2.3 million in cash consideration, as well as guaranteed deferred payments of $1.0 million and $1.5 million on or prior to July 1, 2023 and July 1, 2024, respectively. Dispositions On October 31, 2023, the Company sold ConcentricLife, which was included in Integrated Agencies Network, to a strategic buyer for $245.0 million in cash resulting in a pre-tax gain of $94.5 million. The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. On September 15, 2021, the Company sold Reputation Defender, which was included in All Other Network, to a strategic buyer for $40.0 million resulting in a gain of $43.0 million. The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4.6 million, comprised of a closing cash payment of $3.6 million and a contingent deferred acquisition payment of $1.0 million. The contingent deferred payment of $1.0 million was paid in the second quarter of 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. The purchase price of $73.9 million was comprised of a contingent deferred acquisition payment and redeemable noncontrolling interest with estimated present values at the acquisition date of $46.6 million and $27.3 million, 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 $135.0 million. On December 1, 2021, the Company acquired the approximate 27% remaining interest of ConcentricLife it did not already own for an aggregate purchase price of $8.1 million, comprised of a closing cash payment of $1.6 million and contingent deferred acquisition payments with an estimated present value at the acquisition date of $6.5 million. The contingent deferred payments were based on the financial results of the underlying business. 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 $157.1 million, comprised of a closing payment of $37.5 million in cash and $37.5 million in shares of Class A Common Stock and deferred acquisition payments with an estimated present value at the acquisition date of $82.1 million, with approximately 40% to be paid in shares of Class A Common Stock. The deferred payments are not contingent. 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. Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period within Office and general expenses on the Consolidated Statements of Operations. Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) period within Office and general expenses on the Consolidated Statements of Operations. The following table presents changes in deferred acquisition consideration and a reconciliation to the amounts reported on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (97,447) (74,963) Adjustments to deferred acquisition consideration (2) 14,303 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 680 (758) Other 27 860 Ending balance (4) $ 101,058 $ 161,323 (1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $32.8 million and $1.0 million, respectively, for the period ended December 31, 2023 and December 31, 2022. (2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (paid in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. (4) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
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, and subscription-based software-as-a-service and data-as-a service models. 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 on a stand-alone basis 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 and media planning and media buying arrangements. 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 typical 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 typical 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. In situations where we are primarily responsible for fulfillment or have discretion in pricing, we have concluded that we have obtained control and act as principal. 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. The following table presents revenue disaggregated by our principal capabilities for the years ended December 31, 2023, 2022, and 2021. We reclassified certain brands into the Stagwell Marketing Cloud Group (software-as-a-service and data-as-a-service tools for the in-house marketers) principal capability in the third quarter of 2023. All prior periods presented have been revised to reflect these changes. Year Ended December 31, Principal Capabilities Reportable Segment 2023 2022 2021 (dollars in thousands) Digital Transformation All segments $ 636,624 $ 773,677 $ 373,657 Creativity and Communications All segments 1,160,178 1,222,289 591,062 Performance Media and Data Brand Performance Network 295,247 279,903 193,476 Consumer Insights and Strategy Integrated Agencies Network 199,260 212,869 162,733 Stagwell Marketing Cloud Group All segments 235,868 199,054 148,435 $ 2,527,177 $ 2,687,792 $ 1,469,363 Stagwell’s Brands are located in the United States and United Kingdom, and more than 28 other countries around the world. The Company continues to expand its global footprint to support clients in international markets. Historically, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses. The following table presents revenue disaggregated by geography for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, Geographical Location Reportable Segment 2023 2022 2021 (dollars in thousands) United States All $ 2,048,229 $ 2,218,681 $ 1,219,816 United Kingdom All 162,318 181,764 105,961 Other All 316,630 287,347 143,586 $ 2,527,177 $ 2,687,792 $ 1,469,363 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. Such amounts are invoiced to clients at various times over the course of providing services. Unbilled service fees were $141.9 million and $116.4 million at December 31, 2023 and December 31, 2022, 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 $114.1 million and $93.1 million at December 31, 2023 and December 31, 2022, respectively, and are included on the Consolidated Balance Sheets as Expenditures billable to clients. 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, 2023 and December 31, 2022 were $301.7 million and $337.0 million, respectively. The decrease in Advance billings of $35.4 million for the year ended December 31, 2023 was primarily driven by $320.0 million of revenue recognized that was included in the Advance billings balances as of December 31, 2022, the incurrence of third-party costs, offset by cash payments received or due in advance of satisfying our performance obligations. Changes in the contract asset and liability balances during the year ended December 31, 2023 were not materially impacted by write offs, impairment losses or any other factors. Unsatisfied Performance Obligations The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had $97.7 million of unsatisfied performance obligations as of December 31, 2023 of which we expect to recognize approximately 86% in 2024, 11% in 2025 and 3% in 2026. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 6. Earnings (Loss) Per Share The following tables set forth the computations of basic and diluted income per common share for the year ended December 31, 2023 (amounts in thousands, except per share amounts): Year Ended December 31, 2023 Earnings Per Share - Basic Numerator: Net income $ 41,642 Net income attributable to Class C shareholders (39,066) Net income attributable to other equity interest holders (2,442) Net income attributable to noncontrolling and redeemable noncontrolling interests (41,508) Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Weighted average number of common shares outstanding 117,259 Earnings Per Share - Basic $ 0.00 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Basic - Weighted Average number of common shares outstanding 117,259 Dilutive shares: Stock appreciation right awards 421 Restricted share and restricted unit awards 4,485 Employee Stock Purchase Plan shares 5 Dilutive - Weighted average number of common shares outstanding 122,170 Earnings Per Share - Diluted $ 0.00 Anti-dilutive: Class C Shares 154,972 Class A Shares to settle deferred acquisition obligations 5,127 The following table sets forth the computations of basic and diluted earnings per common share for the year ended December 31, 2022: Year Ended December 31, 2022 Earnings Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income $ 50,044 Net income attributable to Class C shareholders (16,004) Net income attributable to other equity interest holders (14,121) Net income attributable to noncontrolling and redeemable noncontrolling interests (30,125) Net income attributable to Stagwell Inc. common shareholders $ 19,919 Denominator: Weighted Average number of common shares outstanding 124,262 Earnings Per Share - Basic $ 0.16 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 19,919 Net income attributable to Class C shareholders 16,004 $ 35,923 Denominator: Basic - Weighted Average number of common shares outstanding 124,262 Dilutive shares: Stock appreciation right awards 1,896 Restricted share and restricted unit awards 4,467 Class C Shares 165,971 Dilutive - Weighted average number of common shares outstanding 296,596 Earnings Per Share - Diluted $ 0.12 Restricted stock awards of 2.9 million and 2.3 million as of December 31, 2023 and 2022, respectively, were excluded from the computation of diluted earnings (loss) per common share because the performance contingencies necessary for vesting were not met as of the reporting date. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets The following is a summary of the Company’s fixed assets as of December 31,: 2023 2022 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 60,131 $ (36,535) $ 23,596 $ 56,788 $ (27,689) $ 29,099 Leasehold improvements 99,127 (44,898) 54,229 101,535 (31,756) 69,779 $ 159,258 $ (81,433) $ 77,825 $ 158,323 $ (59,445) $ 98,878 Depreciation expense for the years ended December 31, 2023, 2022, and 2021 were $29.0 million, $26.5 million and $15.4 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 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 3,330 26,176 6,569 29,387 65,462 Impairment (49,840) (49,314) — (17,560) (116,714) Transfer of goodwill between segments (1) (111,065) 111,065 — — — Foreign currency translation (11,422) (13,467) (753) — (25,642) Other (2) (15,682) 685 6,124 — (8,873) Balance at December 31, 2022 $ 968,394 $ 433,758 $ 127,717 $ 37,087 $ 1,566,956 Acquired goodwill 18,451 2,626 — — 21,077 Disposition - ConcentricLife (98,779) — — — (98,779) Transfer of goodwill between segments (1) (8,517) — 8,517 — — Foreign currency translation 1,846 5,056 353 271 7,526 Other (2) — 220 — 1,815 2,035 Balance at December 31, 2023 $ 881,395 $ 441,660 $ 136,587 $ 39,173 $ 1,498,815 (1) Transfer of goodwill resulting from changes to the Company’s reportable segments (Networks) due to changes in the Company’s internal management and reporting structure. See Note 20 of the Notes included herein for additional information related to these changes. (2) Represents adjustments associated with the finalization of purchase price accounting for acquisitions. There was $116.7 million of accumulated goodwill impairment charges as of December 31, 2022 and December 31, 2023. The Company recognized an impairment and other losses charge of $122.2 million for the year ended December 31, 2022, primarily related to the impairment of goodwill totaling $116.7 million. 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. The gross and net amounts of intangible assets other than goodwill as of December 31, are as follows: Intangible Assets 2023 2022 Customer relationships, gross $ 870,987 $ 875,160 Accumulated amortization (218,808) (150,655) Customer relationships, net $ 652,179 $ 724,505 Trade names, gross $ 188,820 $ 197,037 Accumulated amortization (74,141) (53,150) Trade names, net $ 114,679 $ 143,887 Capitalized software, gross $ 70,622 $ 42,234 Accumulated amortization (30,928) (18,591) Capitalized software, net $ 39,694 $ 23,643 Developed technology and other, gross $ 21,583 $ 21,331 Accumulated amortization (9,915) (5,837) Developed technology and other, net $ 11,668 $ 15,494 Total intangible assets, gross $ 1,152,012 $ 1,135,762 Accumulated amortization (333,792) (228,233) Total intangible assets, net $ 818,220 $ 907,529 The Company recognized an impairment and other losses charge of $16.2 million for the year ended December 31, 2021, primarily related to intangible assets. The impairment was to reduce the carrying values of intangible assets within one reporting unit in the Integrated Agencies Network and two in the Media Network reportable segments in connection with the abandonment of certain trade names as part of the rebranding of certain Brands. The charge was recorded within Impairment and other losses on the Consolidated Statements of Operations. The weighted average amortization period for customer relationships is thirteen years, trade names is twelve years, capitalized software is three years, and developed technology and other intangible assets is six years. In total, the weighted average amortization period is twelve years. Amortization expense related to amortizable intangible assets for the years ended December 31, 2023, 2022, and 2021 was $112.2 million, $103.1 million, and $61.1 million, respectively. The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2024 $ 106,514 2025 99,091 2026 89,824 2027 79,256 2028 71,734 Thereafter 371,801 |
Deferred Acquisition Considerat
Deferred Acquisition Consideration | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Deferred Acquisition Consideration | Acquisitions 2023 Acquisitions On November 1, 2023, the Company acquired Movers and Shakers, a digital creative company, for $15.0 million, of which $10.2 million was paid in cash and 1.0 million shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $35.0 million, subject to meeting certain future earnings targets and continued employment, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Movers and Shakers and expected growth related to new customer relationships. Goodwill of $8.2 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On October 2, 2023, the Company acquired Left Field Labs (“LFL”), a digital experience design and strategy company, for $13.2 million, of which $9.4 million was paid in cash and 825 thousand shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $51.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of LFL and expected growth related to new customer relationships. Goodwill of $8.7 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”), a marketing and design company, for $2.5 million in cash consideration, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Tinsel and expected growth related to new customer relationships. Goodwill of $1.6 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”), for €5.2 million ($5.6 million) of cash consideration, of which €0.9 million ($1.0 million) is deferred, subject to post-closing adjustments. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The goodwill is non-deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for $20.9 million of cash consideration, as well as contingent consideration up to a maximum value of $50.0 million. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of BNG. Goodwill of $24.6 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,698,018 $ 1,501,568 Net income $ 49,299 $ 36,864 Revenue attributable to BNG, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $30.1 million, and Net loss was $1.5 million. Revenue attributable to BNG, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $20.5 million, and Net income was $0.1 million. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for $17.2 million of cash consideration and $0.5 million of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to $13.3 million. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of TMA Direct. Goodwill of $6.6 million was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,691,622 $ 1,481,727 Net income $ 51,397 $ 39,386 Revenue attributable to TMA Direct, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $11.0 million, and Net income was $1.1 million. Revenue attributable to TMA Direct, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $7.7 million, and Net income was $0.9 million. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for £23.0 million ($25.8 million) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Maru and expected growth related to new customer relationships and geographic expansion. Goodwill of $26.0 million was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,717,667 $ 1,512,791 Net income $ 36,043 $ 15,167 Revenue attributable to Maru, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $32.1 million and Net loss was $10.8 million. Revenue attributable to Maru, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $8.8 million, and Net loss was $2.1 million. 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 $3.8 million in cash consideration and 175 thousand shares of Class A Common Stock with a fair value of $1.2 million. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wolfgang. Goodwill of $2.5 million was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,696,733 $ 1,474,303 Net income $ 51,398 $ 36,538 Revenue attributable to Wolfgang, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $5.7 million, and Net income was $0.7 million. Revenue attributable to Wolfgang, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $2.1 million, and Net loss was $0.3 million. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC (“Epicenter”) for $9.9 million in cash consideration, as well as contingent consideration up to a maximum value of $5.0 million. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon fair values. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epicenter. Goodwill of $4.4 million was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,690,969 $ 1,473,183 Net income $ 49,652 $ 35,810 Revenue attributable to Epicenter, included within the Consolidated Statements of Operations for the year ended December 31, 2023 was $4.3 million, and Net loss was $0.7 million. Revenue attributable to Epicenter, included within the Consolidated Statements of Operations for the year ended December 31, 2022 was $1.0 million, and Net loss was $1.2 million. 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 (“OpCo”), (which name was subsequently to Stagwell Global LLC); (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 180.0 million shares of the Company’s 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 180.0 million 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 $429.1 million, consisting of 80.0 million 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 $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 (dollars in thousands) 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 $932.6 million, $285.4 million and $72.4 million 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 $1,299.4 million 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 (dollars in thousands) 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 (dollars in thousands) 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 $605.4 million. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were $15.0 million 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 £21.0 million ($28.2 million) of cash consideration as well as contingent consideration up to a maximum of £22.0 million. The cash consideration included an initial payment of £8.0 million, an excess working capital payment of £9.0 million and £4.0 million 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 $23.8 million of assets acquired and assumed liabilities of Goodstuff based upon their fair values, with any excess purchase price allocated to goodwill. 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 $4.4 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names 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 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. For the years ended December 31, 2021 and 2020, pro forma revenue was $1,488.5 million and $902.6 million, respectively, and net income was $38.7 million and $72.7 million, respectively. Other Acquisitions On July 12, 2022, the Company acquired PEP Group Holdings B.V., an omnichannel content creation and adaption production company for $0.5 million in cash consideration, as well as contingent consideration up to a maximum value of €2.6 million. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc., a real-time artificial intelligence-powered software-as-a-service platform, for $2.3 million in cash consideration, as well as guaranteed deferred payments of $1.0 million and $1.5 million on or prior to July 1, 2023 and July 1, 2024, respectively. Dispositions On October 31, 2023, the Company sold ConcentricLife, which was included in Integrated Agencies Network, to a strategic buyer for $245.0 million in cash resulting in a pre-tax gain of $94.5 million. The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. On September 15, 2021, the Company sold Reputation Defender, which was included in All Other Network, to a strategic buyer for $40.0 million resulting in a gain of $43.0 million. The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4.6 million, comprised of a closing cash payment of $3.6 million and a contingent deferred acquisition payment of $1.0 million. The contingent deferred payment of $1.0 million was paid in the second quarter of 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. The purchase price of $73.9 million was comprised of a contingent deferred acquisition payment and redeemable noncontrolling interest with estimated present values at the acquisition date of $46.6 million and $27.3 million, 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 $135.0 million. On December 1, 2021, the Company acquired the approximate 27% remaining interest of ConcentricLife it did not already own for an aggregate purchase price of $8.1 million, comprised of a closing cash payment of $1.6 million and contingent deferred acquisition payments with an estimated present value at the acquisition date of $6.5 million. The contingent deferred payments were based on the financial results of the underlying business. 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 $157.1 million, comprised of a closing payment of $37.5 million in cash and $37.5 million in shares of Class A Common Stock and deferred acquisition payments with an estimated present value at the acquisition date of $82.1 million, with approximately 40% to be paid in shares of Class A Common Stock. The deferred payments are not contingent. 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. Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period within Office and general expenses on the Consolidated Statements of Operations. Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) period within Office and general expenses on the Consolidated Statements of Operations. The following table presents changes in deferred acquisition consideration and a reconciliation to the amounts reported on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (97,447) (74,963) Adjustments to deferred acquisition consideration (2) 14,303 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 680 (758) Other 27 860 Ending balance (4) $ 101,058 $ 161,323 (1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $32.8 million and $1.0 million, respectively, for the period ended December 31, 2023 and December 31, 2022. (2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (paid in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. (4) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
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 2024 through 2034. The Company’s finance leases are immaterial. The Company’s leasing policies are established in accordance with FASB’s Accounting Standards Codification 842 (“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 2024 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, 2023, the Company entered into three 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 three leases represent an obligation of the Company that is not reflected within the Consolidated Balance Sheets as of December 31, 2023. The aggregate future liability related to these leases is $5.9 million. The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate. The following table presents lease costs and other quantitative information for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Lease Cost: (dollars in thousands) Operating lease cost $ 76,750 $ 75,190 $ 46,019 Variable lease cost 20,924 18,575 10,685 Sublease rental income (9,659) (14,446) (7,367) Total lease cost $ 88,015 $ 79,319 $ 49,337 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 88,955 $ 91,300 $ 53,360 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments (1) $ 37,259 $ 27,761 $ 373,179 (1) Includes Right-of-use lease assets obtained in exchange for operating lease liabilities related to acquisitions. As of December 31, 2023, the weighted average remaining lease term (in years) and weighted average discount rate were 6.41 years and 5.5%, 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, 2023, as a result of subleasing or ceasing use of office spaces, the Company recognized a charge of $10.0 million to reduce the carrying value of four of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets and related leasehold improvements related to agencies within the Integrated Agencies Network and the Brand Performance Network. In the year ended December 31, 2022, the Company recognized a charge of $2.6 million, to reduce the carrying value of three of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets and related leasehold improvements related to agencies within the Integrated Agencies Network and the Brand Performance Network. The Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using estimated and actual sublease income to develop expected future cash flows, it was determined that the fair value of the assets were less than their carrying value. The aforementioned impairment charges are 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 as of December 31, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) 2024 $ 78,733 2025 68,302 2026 57,312 2027 52,130 2028 48,884 Thereafter 112,102 Total 417,463 Less: Present value discount (70,257) Lease liability $ 347,206 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt As of December 31, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: December 31, December 31, (dollars in thousands) Credit Agreement $ 59,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (13,172) (15,293) 5.625% Notes, net of debt issuance costs 1,086,828 1,084,707 Total long-term debt $ 1,145,828 $ 1,184,707 Interest expense related to long-term debt included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, was $88.7 million, $73.8 million, and $29.6 million, respectively. The amortization of debt issuance costs included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 was $3.2 million, $2.4 million, and $2.7 million, respectively. Revolving Credit Agreement The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (the “Credit Agreement”). On May 4, 2023, the Company amended the Credit Agreement to, among other things, increase the revolving commitments under the Credit Agreement by $140.0 million from $500.0 million to $640.0 million and permit restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million. The Credit Agreement contains sub-limits for revolving loans denominated in pounds and euros not to exceed the U.S. dollar equivalent of $50.0 million in pounds and $50.0 million in euros and $100.0 million in the aggregate. Additionally, the Credit Agreement contains a $15.0 million sub-limit for letters of credit denominated in pounds, euros or saudi riyals and any alternative currency that is agreed among the Borrowers, the applicable Issuing Bank and the Administrative Agent. Borrowings pursuant to the Credit Agreement bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50% and (c) the Secured Overnight Financing Rate (“SOFR”) plus 0.10%, plus 1% in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement) at that time or (ii) the SOFR rate plus 0.10% plus the applicable margin (calculated based on the borrowers’ total leverage ratio) at that time. Advances under the Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium. The Credit Agreement commitment may be reduced by the Company from time to time. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on August 3, 2026. The Credit Agreement contains a number of financial and nonfinancial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of December 31, 2023. A portion of the Credit Agreement in an amount not to exceed $50.0 million is available for the issuance of standby letters of credit. As of December 31, 2023 and December 31, 2022, the Company had issued undrawn outstanding letters of credit of $16.2 million and $25.3 million, respectively. Senior Notes The Company had $1.1 billion aggregate principal amount of 5.625% senior notes (“5.625% Notes”) outstanding as of December 31, 2023. The 5.625% Notes are due August 15, 2029 and bear interest of 5.625% to be paid on February 15 and August 15 of each year. The 5.625% Notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries. The 5.625% Notes rank (i) equally in right of payment with all of the Company’s or any guarantor’s existing and future unsubordinated indebtedness, (ii) senior in right of payment to the Company’s or any guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to any of the Company’s or any guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that are not guarantors. Our obligations under the 5.625% Notes are unsecured and are effectively junior to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary. The Company may, at its option, redeem the 5.625% Notes in whole at any time or in part from time to time, on and after August 15, 2024 at a redemption price of 102.813% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2024, at a redemption price of 101.406% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2025 and at a redemption price of 100% of the principal amount thereof if redeemed on August 15, 2026 and thereafter. Prior to August 15, 2024, the Company may, at its option, redeem some or all of the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus a “make whole” premium and accrued and unpaid interest. The Company may also redeem, at its option, prior to August 15, 2024, up to 40% of the 5.625% Notes with the net proceeds from one or more equity offerings at a redemption price of 105.625% of the principal amount thereof. If the Company experiences certain kinds of changes of control (as defined in the indenture), holders of the 5.625% Notes may require the Company to repurchase any 5.625% Notes held by them at a price equal to 101% of the principal amount of the 5.625% Notes plus accrued and unpaid interest. In addition, if the Company sells assets under certain circumstances, it may be required to use the net sale proceeds (as defined in the indenture) to 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, up to the net sale proceeds amount. 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 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 as of December 31, 2023. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Interest cost on benefit obligation $ 1,486 $ 1,104 $ 441 Expected return on plan assets (1,218) (1,659) (697) Amortization of actuarial (gain) (67) — — Net periodic benefit (income) loss $ 201 $ (555) $ (256) Settlement (gain) (501) (198) — Total periodic benefit income $ (300) $ (753) $ (256) The above components are included within O ther, net The weighted average discount rate and expected return on plan assets that were used to determine net periodic costs were 5.47% and 6.50%, respectively, as of December 31, 2023, 2.82% and 6.50%, respectively, as of December 31, 2022, and 2.62% and 6.50%, respectively, as of December 31, 2021. 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 2023 2022 2021 Current year actuarial (gain) $ (405) $ (4,088) $ (722) Amortization of actuarial gain 67 — — Total recognized in other comprehensive (income) (338) (4,088) (722) Total recognized in net periodic benefit (income) and other comprehensive (income) $ (638) $ (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 2023 2022 2021 (1) Change in benefit obligation: Benefit obligation, beginning balance $ 28,044 $ 40,005 $ 41,206 Interest cost 1,486 1,104 441 Actuarial (gain) loss 535 (10,930) (1,091) Benefits paid (3,604) (2,135) (551) Benefit obligation, ending balance 26,461 28,044 40,005 Change in plan assets: Fair value of plan assets, beginning balance 19,235 26,355 26,578 Actual gain (loss) on plan assets 2,659 (4,985) 328 Employer contributions 4,106 — — Benefits paid (3,604) (2,135) (551) Fair value of plan assets, ending balance 22,396 19,235 26,355 Unfunded status $ 4,065 $ 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 2023 2022 Non-current liability $ 4,065 $ 8,809 Net amount recognized $ 4,065 $ 8,809 Amounts recognized in Accumulated other comprehensive loss before income taxes consists of the following components for the years ended December 31,: Pension Benefits 2023 2022 2021 Accumulated net actuarial gains $ 5,148 $ 4,810 $ 722 Amount recognized $ 5,148 $ 4,810 $ 722 As of December 31, 2023 and 2022, the weighted average discount rates used to determine benefit obligations were 5.34% and 5.47%, respectively. The discount rate assumptions at December 31, 2023 and 2022 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 As of December 31, 2023 and 2022, the plan assets consisted of receivables, money market fund - short term investments, and mutual funds, which were all Level 1 assets within the fair value hierarchy. The fair value of the receivables, money market fund - short term investments, and mutual funds were approximately $0.1 million, $0.8 million, and $21.5 million, respectively, as of December 31, 2023 and approximately $0.1 million, $0.8 million, and $18.4 million, respectively, as of December 31, 2022. 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, 2023 and 2022 were as follows: Target Allocation Actual Allocation 2023 2023 2022 Asset Category: Equity securities 65.0 % 69.6 % 67.4 % Debt securities 30.0 % 26.6 % 28.4 % Cash/cash equivalents and Short-term investments 5.0 % 3.8 % 4.2 % 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 companies located in the United States with readily available prices and mid to large-cap companies that are traded in foreign markets. 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. The Company made contributions to the pension plan totaling $4.1 million during 2023 and did not make contributions in 2022 or 2021. The Company estimates that it will make $1.1 million in contributions to the pension plan in 2024. 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 estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the amount of $1.9 million in 2024, $1.8 million in 2025, $1.8 million in 2026, $1.8 million in 2027, $1.8 million in 2028, and $9.5 million thereafter. |
Noncontrolling and Redeemable N
Noncontrolling and Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling and Redeemable Noncontrolling Interests | 13. Noncontrolling and Redeemable Noncontrolling Interests When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ 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. The following table presents Net income attributable to noncontrolling and redeemable noncontrolling interests between holders of Class C Common Stock and other equity interest holders for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Net income attributable to Class C shareholders $ 39,066 $ 16,004 $ 6,126 Net income attributable to other equity interest holders 3,076 5,986 9,170 Net income attributable to noncontrolling interests $ 42,142 $ 21,990 $ 15,296 Net income (loss) attributable to redeemable noncontrolling interests (634) 8,135 (412) Net income attributable to noncontrolling and redeemable noncontrolling interests $ 41,508 $ 30,125 $ 14,884 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of December 31, 2023 and December 31, 2022: December 31, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 436,215 $ 399,316 Noncontrolling interest of other equity interest holders 32,362 30,848 Total noncontrolling interests $ 468,577 $ 430,164 The following table presents changes in redeemable noncontrolling interests: December 31, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (1) (22,172) (1,400) Distributions (5,800) (2,822) Changes in redemption value 442 (8,711) Net income (loss) attributable to redeemable noncontrolling interests (634) 8,135 Other (155) 545 Ending balance $ 10,792 $ 39,111 (1) Redemptions for the year ended December 31, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 9). 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 2024 to 2028. 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 $10.8 million as of December 31, 2023, consists of $7.3 million, assuming that the subsidiaries meet certain performance metrics, and $3.5 million upon termination of such owner’s employment with the applicable subsidiary or death. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings per share calculations for the year ended December 31, 2023 and 2022. Comprehensive Loss Attributable to Noncontrolling and Redeemable Noncontrolling Interests For the year ended December 31, 2023, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $47.4 million, which consists of $41.5 million of net income and $5.9 million of other comprehensive income. For the year ended December 31, 2022, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $6.6 million, which consists of $30.1 million of net income and $23.5 million of other comprehensive loss. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2023 | |
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 and regulatory inquiries of various types. While any litigation or investigation 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, 2023, the Company had $16.2 million of undrawn letters of credit outstanding. The Company entered into three operating leases for which the commencement date has not yet occurred as of December 31, 2023. See Note 10 of the Notes included herein for additional information. In the ordinary course of business, the Company may enter into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of December 31, 2023, the Company estimates its future minimum commitments under these non-cancellable agreements to be: $7.3 million, $7.0 million, $4.2 million, $3.0 million, $3.1 million and $3.8 million for 2024, 2025, 2026, 2027, 2028, and thereafter, respectively. The Company has also entered into a certain long-term, non-cancellable contract with a certain vendor for cloud services that requires the Company to commit to minimum spending over the contract term. As of December 31, 2023, the Company estimates its future minimum commitments under this agreement to be: $5.7 million, $6.9 million, $8.7 million, $10.4 million, $12.7 million and $15.3 million for 2024, 2025, 2026, 2027, 2028, and thereafter, respectively. |
Share Capital
Share Capital | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Share Capital | 15. Share Capital The authorized and outstanding share capital of the Company is below. Class A Common Stock There are 1.0 billion shares of Class A Common Stock authorized, of which 118.5 million shares were issued and outstanding as of December 31, 2023. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company. Class C Common Stock There are 250.0 million shares of Class C Common Stock authorized, of which 151.6 million shares were issued and outstanding as of December 31, 2023. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of 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 the year ended December 31, 2023, holders of the Paired Units exchanged 9.3 million Paired Units for the same number of shares of Class A Common Stock. Class A Common Stock Repurchases The Company may purchase shares of Class A Common Stock under its stock repurchase program (the “Repurchase Program”) as well as repurchases outside of the Repurchase Program. On March 1, 2023, the Company’s board of directors (the “Board”) authorized an extension and a $125.0 million increase in the size of the Repurchase Program to an aggregate of $250.0 million, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program, as amended, will expire on March 1, 2026. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, 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 will review the Repurchase Program periodically and may authorize adjustments of its terms. During the year ended December 31, 2023, 9.9 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an aggregate value, excluding fees, of $59.5 million. These shares were repurchased at an average price of $6.00 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $138.6 million as of December 31, 2023. In addition to the repurchases under the Repurchase Program, on May 23, 2023, the Company repurchased 23.3 million shares of Class A Common Stock from certain affiliates of AlpInvest Partners B.V. at a price of $6.43 per share, for an aggregate total repurchase price of $150.0 million. Employee Stock Purchase Plan The Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) was approved by stockholders and adopted by the Board in 2023. A total of 3.0 million shares of Class A Common Stock was reserved for sale under the ESPP to eligible employees as defined in the plan. Under the ESPP, eligible employees can elect to withhold up to 15% of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period. The total number of shares authorized that remained available to be issued was 2.9 million as of December 31, 2023. During the year ended December 31, 2023, there were no material expenses incurred by the Company related to the ESPP and contributions to the ESPP were nominal. Stock-based Awards The Company ’ s stock-based awards outstanding consist of restricted stock units, restricted stock and stock appreciation rights (“SAR awards”). The total number of shares authorized that remained available to be issued for future awards was 6.5 million as of December 31, 2023 and 12.9 million as of December 31, 2022. For the years ended December 31, 2023, 2022, and 2021, the Company recognized total stock-based compensation expense related to all stock compensation awards of $51.2 million, $36.7 million, and $75.0 million, respectively. The related income tax benefit for the years ended December 31, 2023, 2022, and 2021 was $13.0 million, $4.1 million, and $5.3 million, respectively. The following tables summarize stock-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 time-based and performance-based restricted stock and restricted stock unit awards: Time-Based Awards Performance-Based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance at December 31, 2022 6,269 $ 7.07 2,386 $ 7.74 Granted 6,595 7.19 1,328 7.24 Vested (5,479) 7.00 — — Forfeited (213) 7.25 (3) 5.01 Balance at December 31, 2023 7,172 $ 7.23 3,711 $ 7.56 The weighted average grant date fair value of time-based awards granted in 2022 and 2021 was $7.38 and $5.51, respectively. The weighted average grant date fair value of performance-based awards granted in 2022 and 2021 was $8.68 and $7.03, respectively. The vesting of the performance-based awards is contingent primarily upon the Company meeting certain cumulative revenue and earnings targets, primarily 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, 2023, 2022, and 2021, was $38.4 million, $77.3 million, and $1.5 million respectively. At December 31, 2023, the weighted average remaining contractual life for time-based and performance-based awards was 0.67 and 1.33 years, respectively. At December 31, 2023, the unrecognized compensation expense for time-based awards was $21.3 million and will be recognized over a weighted average period of 0.67 years. At December 31, 2023, the unrecognized compensation expense for performance-based awards was $12.3 million and will be recognized over a weighted average period of 1.33 years. The following table summarizes information about SAR awards: SAR Awards Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance at December 31, 2022 4,845 $ 2.78 $ 4.57 Granted 225 2.23 6.79 Forfeited — — — Exercised (1,948) 3.02 2.93 Balance at December 31, 2023 3,122 $ 2.59 $ 5.74 The weighted average grant date fair value of SAR awards granted in 2021 was $2.39. There were no SAR awards granted in 2022. We use the Black-Scholes option-pricing model to estimate the fair value of SAR awards. The grant date fair value of the SAR awards granted in 2021 ranged from $2.20 to $3.66 per share. The assumptions used to value the SAR awards granted in 2021 were as follows: expected life ranging from 2.8 to 4 years, risk free interest rate of approximately 1.0%, expected volatility ranging from 35.5% to 38.1%, and dividend yield of 0%. The grant date fair value of the SAR awards granted in 2023 ranged from $2.10 to $2.35 per share. The assumptions used to value the SARS granted in 2023 were as follows: expected life ranging from 3 to 4 years, risk free interest rate of approximately 4.6%, expected volatility ranging from 34.6% to 36.7%, and dividend yield of 0%. These SAR awards vest in 1 to 3 years. The vesting period of these awards is generally commensurate with the requisite service period. 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, 2023, the assumptions for the Black-Scholes model for these awards were as follows: expected life ranging from 0 to 3 years, risk free interest rate of approximately 5%, expected volatility ranging from 26.7% to 42.1%, and dividend yield of 0.0%. The remaining term of these awards as of December 31, 2023, ranges from approximately 0.2 years to 4 years. During the year ended December 31, 2023, certain SAR awards were modified from equity to cash settled. The SAR awards were fair valued on the date of modification, reclassed from equity to liability and resulted in incremental stock-based compensation expense of $4.4 million. For the year ended December 31, 2023, 0.5 million SAR awards vested. As of December 31, 2023, 2.4 million SAR awards vested and were exercisable. The total intrinsic value of SAR awards exercised during the years ended December 31, 2023 and 2022 was $8.1 million and $0.1 million, respectively. There were no SAR awards exercised during the year ended December 31, 2021. As of December 31, 2023, the aggregate intrinsic value of the SAR awards outstanding was $5.3 million and the weighted average remaining contractual life for these awards was 1.02 years. As of December 31, 2023, the aggregate intrinsic value of the SAR awards exercisable was $5.3 million and the weighted average remaining contractual life for these awards was 0 years. The weighted average exercise price of SAR awards exercisable as of December 31, 2023 was $5.12. At December 31, 2023, the unrecognized compensation expense for these awards was $0.4 million, to be recognized over a weighted average period of 1.02 years. 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 $20.3 million and $21.0 million at December 31, 2023 and 2022, 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, 2023 and 2022 was an increase of $3.9 million and a decrease of $4.2 million, respectively and was recorded as stock-based compensation in Cost of Services within the Statements of Operations. | 12.3 million |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2023 | |
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 at December 31, 2021 $ 722 $ (6,000) $ (5,278) Other comprehensive income (loss) before reclassifications 4,088 (14,288) (10,200) Other comprehensive income (loss) 4,088 (14,288) (10,200) Balance at December 31, 2022 4,810 (20,288) (15,478) Other comprehensive income before reclassifications 338 2,073 2,411 Other comprehensive income 338 2,073 2,411 Balance at December 31, 2023 $ 5,148 $ (18,215) $ (13,067) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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: 2023 2022 2021 Income (Loss): U.S. $ 66,432 $ 31,681 $ 38,717 Non-U.S. 24,637 43,904 20,841 $ 91,069 $ 75,585 $ 59,558 The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2023 2022 2021 Current tax provision U.S. federal $ 4,868 $ 13,229 $ 7,259 U.S. state and local 3,103 8,106 7,459 Non-U.S. 13,143 22,368 12,498 21,114 43,703 27,216 Deferred tax provision (benefit): U.S. federal 18,168 (16,132) (143) U.S. state and local 7,017 701 (2,521) Non-U.S. (5,742) (2,810) (1,154) 19,443 (18,241) (3,818) Income tax expense $ 40,557 $ 25,462 $ 23,398 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: 2023 2022 2021 Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 91,069 $ 75,585 $ 59,558 Statutory income tax rate 21.0 % 21.0 % 21.0 % Tax expense using U.S. statutory income tax rate $ 19,124 $ 15,873 $ 12,507 Impact of disregarded entity structure (8,520) (3,355) (6,954) Foreign, net (3,684) 6,930 5,995 State taxes, net 8,422 8,807 4,327 Stock compensation 400 (1,342) 4,009 Valuation allowance 11,791 4,932 (15) Revaluation of TRA step up (424) (5,109) — Gain on sale of business 8,347 — Prior year adjustments 5,617 (17,205) — Goodwill impairments — 14,645 — Other, net (516) 1,286 3,529 Income tax expense $ 40,557 $ 25,462 $ 23,398 Effective income tax rate 44.5 % 33.7 % 39.3 % 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. 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 $21.6 million and $5.2 million at December 31, 2023 and 2022, respectively, and were included in other current assets on the balance sheet. Long-term income taxes receivable were $12.5 million at December 31, 2023 and 2022, and were included in other assets on the balance sheet. Income taxes payable were $5.7 million and $13.5 million at December 31, 2023 and 2022, 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: 2023 2022 2021 Deferred tax assets: Net operating losses $ 29,835 $ 44,001 $ 33,112 Tax credits 6,355 7,104 6,644 Operating lease liability 50,657 52,442 48,173 Interest deductions 36,618 30,681 30,760 Accruals and other liabilities 252 2,794 3,720 TRA and related step-up, net of amortization 29,007 30,556 — Other 13,568 10,584 15,160 Gross deferred tax asset 166,292 178,162 137,569 Less: valuation allowance (26,288) (14,395) (5,825) Net deferred tax assets $ 140,004 $ 163,767 $ 131,744 Deferred tax liabilities: Right-of-use lease asset - operating leases 38,261 40,012 37,001 Property and equipment, net 11,553 9,329 4,212 Goodwill and intangibles 83,335 85,990 83,607 Residual basis differences — — 102,297 Other 205 940 6,854 Total deferred tax liabilities 133,354 136,271 233,971 Net deferred tax asset (liability) $ 6,650 $ 27,496 $ (102,227) Deferred tax assets $ 47,159 $ 68,375 $ 866 Deferred tax liabilities (40,509) (40,879) (103,093) $ 6,650 $ 27,496 $ (102,227) The preliminary deferred tax liability for the Company’s residual basis difference in OpCo of $102.3 million 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 $119.5 million as of September 30, 2022 that should have been zero. In addition, a deferred tax liability of $16.7 million, 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 in 2022 and no further exchanges in 2023. As of December 31, 2023, and 2022, the Company has recorded a TRA liability of $26.9 million and $26.6 million, respectively, and a deferred tax asset, net of amortization of $29.0 million and $30.6 million, respectively, 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 $58.1 million relating to U.S. states which expire years 2026 through 2042. Stagwell Inc. also had indefinite net operating loss carryforwards less than $0.1 million relating to states. Stagwell Inc. also has foreign and state tax credits and general business carryovers of $6.4 million which expire between 2024 and 2031. Stagwell Inc.’s consolidated corporate subsidiaries also have net operating loss carryforwards which expire in years 2031 through 2042. These definite lived net operating loss carryforwards consist of $13.8 million relating to U.S. federal, $8.0 million relating to states and $32.9 million relating to non-U.S. The corporate subsidiaries also have indefinite net operating loss carryforwards which consist of $17.1 million relating to U.S. federal, and $48.6 million relating to states, and $46.3 million 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 $26.3 million as of December 31, 2023, relating to both U.S. and foreign deferred tax assets, and $14.4 million as of December 31, 2022 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, 2023 and 2022, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $1.8 million and $2.2 million, 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, 2023 and 2022, accrued penalties and interest included in unrecognized tax benefits were $1.8 million and less than $0.1 million, respectively. If these unrecognized tax benefits were to be recognized, it would affect the Company’s effective tax rate. 2023 2022 A reconciliation of the change in unrecognized tax benefits is as follows: Unrecognized tax benefit - Beginning Balance $ 2,136 $ 1,038 Current year positions 288 — Prior period positions (1,840) 1,850 Settlements (289) (477) Lapse of statute of limitations (286) (275) Unrecognized tax benefits - Ending Balance $ 9 $ 2,136 It is reasonably possible that the amount of unrecognized tax benefits could decrease by a range of $— to less than $0.1 million 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 2020 are closed for U.S. federal purposes. The statute of limitations for tax years prior to 2017 have also expired in non-U.S. jurisdictions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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 as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 1,010,658 $ 1,100,000 $ 902,000 The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy. Financial Instruments Measured at Fair Value on a Recurring Basis Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of December 31, 2023, the discount rate used to measure these liabilities was 5.1%. As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Consolidated Balance Sheets are subject to material uncertainty. See Note 9 of the Notes included herein for additional information regarding contingent deferred acquisition consideration. As of December 31, 2023 and December 31, 2022, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. See Note 8 of the Notes included herein for additional information on goodwill and intangible assets and Note 10 of the Notes included herein for additional information on right-of-use lease assets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
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 Revenue Due From Year Ended December 31, December 31, Services 2023 2022 2021 2023 2022 (dollars in thousands) Marketing and advertising services (1) $465 and Continuous (7) $ 2,576 $ 2,240 $ — $ 1,518 $ 1,047 Marketing and advertising services (2) $3,576 and Continuous (7) 894 7,449 950 4,381 4,831 Marketing and website development services (3) $6,496 and Continuous (7) 3,566 7,185 9,440 694 488 Polling services (4) $1,903 1,042 379 436 160 280 Polling services (5) $830 350 339 — 39 — Polling services (6) $4,431 1,046 3,450 — — — Total $ 9,474 $ 21,042 $ 10,826 $ 6,792 $ 6,646 (1) A member of the Company’s Board holds an executive leadership position or is on the Board of the client. (2) Brands’ partners and executives either hold a key leadership position in or are on the Board of the client. (3) Client has a significant interest in the Company. (4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client. (5) A family member of the Company’s President holds a key leadership position in the client. (6) Founder of the client has significant interest in the Company. (7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value. In 2019, a Brand entered into a loan agreement with a related party who holds a minority interest in the Brand. The loan receivable of $0.8 million and $3.6 million due from the third party is included within Other current assets in the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, respectively. The Company recognized $0.3 million, $0.5 million and $0.3 million for the year ended December 31, 2023, 2022, and 2021 respectively, of interest income within Interest expense, net on its Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred $2.4 million, $2.0 million and $0.8 million of related party expense for the year ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and December 31, 2022, $0.6 million and $1.4 million, respectively, was due to the third party. In 2018, a Brand entered into an agreement to provide marketing and advertising services to a related party whose partners hold executive leadership positions in the Brand. Under the arrangement, the Brand recognized $0.8 million, $1.0 million, and $0.7 million of revenue for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 nothing was from the related party, and as of December 31, 2022, $0.8 million was due from the related party. In addition, on behalf of the related party, the Brand serves as an agent to transfer funds from one of the related party ’ s customers to the related party. The Brand does not receive revenue from this arrangement. As of December 31, 2023 $0.7 million was due to the related party, and nothing was due as of December 31, 2022. In 2022, the Company made loans to three employees of a subsidiary each in the amount of $0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
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. The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments. The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” This segment also includes the elimination of intercompany revenue. 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), Constellation (72andSunny, Colle McVoy, Hunter, Instrument, Redscout, Team Enterprises, Harris Insights, Left Field Labs, and Movers and Shakers), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, and Yamamoto (Brands)), Code and Theory, and National Research Group. ConcentricLife, which was part of Anomaly Alliance was sold on October 31, 2023. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them. • The Brand Performance Network (“BPN”) is comprised of a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Crispin Porter Bogusky, Forsman & Bodenfors, Goodstuff, Bruce Mau, digital creative & transformation consultancy Gale, B2B specialist Multiview, 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 brands, SKDK brands, and Targeted Victory brands. • All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud Group, including Maru and Epicenter, and products such as ARound, PRophet and SmartAssets. • 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, 2023 2022 2021 (dollars in thousands) Revenue: Integrated Agencies Network $ 1,378,109 $ 1,474,970 $ 771,123 Brand Performance Network 768,776 757,208 424,632 Communications Network 333,707 435,652 247,766 All Other 46,585 19,962 25,842 Total Revenue $ 2,527,177 $ 2,687,792 $ 1,469,363 Adjusted EBITDA: Integrated Agencies Network $ 271,322 $ 292,293 $ 165,385 Brand Performance Network 96,015 115,835 65,942 Communications Network 51,819 87,032 43,741 All Other (10,607) (931) (772) Corporate (48,410) (43,111) (20,644) Total Adjusted EBITDA $ 360,139 $ 451,118 $ 253,652 Depreciation and amortization $ (142,831) $ (131,273) $ (77,503) Impairment and other losses (11,395) (122,179) (16,240) Stock-based compensation (57,179) (33,152) (75,032) Deferred acquisition consideration (13,060) 13,405 (18,721) Other items, net (45,147) (18,691) (21,430) Total Operating Income $ 90,527 $ 159,228 $ 44,726 Other Income (expenses): Interest expense, net $ (90,644) $ (76,062) $ (31,894) Foreign exchange, net (2,960) (2,606) (3,332) Gain on sale of business 94,505 — 43,038 Other, net (359) (4,975) 7,020 Income before income taxes and equity in earnings of non-consolidated affiliates 91,069 75,585 59,558 Income tax expense 40,557 25,462 23,398 Income before equity in earnings of non-consolidated affiliates 50,512 50,123 36,160 Equity in (loss) of non-consolidated affiliates (8,870) (79) (240) Net income 41,642 50,044 35,920 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (41,508) (30,125) (14,884) Net income attributable to Stagwell Inc. common shareholders $ 134 $ 19,919 $ 21,036 The Company’s long-lived assets (i.e., Right-of-use-lease assets-operating leases and Fixed asset, net) was $332.1 million ($268.5 million in the United States and $63.6 million in all other countries) as of December 31, 2023, and $372.4 million ($315.8 million in the United States and $56.7 million in all other countries) as of December 31, 2022. 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, 2023, 2022, and 2021. |
Accounting Changes and Error Co
Accounting Changes and Error Corrections | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Error Correction | 21. Revision of 2022 Issued Consolidated Financial Statements As described in Note 1, in connection with the preparation of the consolidated financial statements for the year ended December 31, 2023, the Company identified errors in the areas of income taxes, noncontrolling interests, and accumulated other comprehensive loss in its previously issued 2022 annual consolidated financial statements. The Company has revised its financial statements as of and for the year ended December 31, 2022, to reflect the corrections in this Form 10-K. There were no changes to previously issued cash flows generated from (used by) operating, investing, or financing activities for any of the impacted periods. Line items impacted in the Consolidated Statements of Shareholders Equity have been reflected below within the Statements of Comprehensive Income (Loss) and Consolidated Balance Sheet below. Presented below are the effects of the errors to the impacted financial statements as of and for the year ended December 31, 2022. Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31, 2022 As reported Adjustment As revised Other, net $ (7,059) $ 2,084 $ (4,975) Other income (expenses) (85,727) 2,084 (83,643) Income before income taxes and equity in earnings of non-consolidated affiliates 73,501 2,084 75,585 Income tax expense 7,580 17,882 25,462 Income before equity in earnings of non-consolidated affiliates 65,921 (15,798) 50,123 Net income 65,842 (15,798) 50,044 Net (income) attributable to noncontrolling and redeemable noncontrolling interests (38,573) 8,448 (30,125) Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ (7,350) $ 19,919 Earnings Per Common Share: Basic 0.22 (0.06) 0.16 Diluted 0.17 (0.05) 0.12 Year Ended December 31, 2022 As reported Adjustment As revised Other comprehensive (loss) - foreign currency translation adjustment $ (37,751) $ (22) $ (37,773) Other comprehensive (loss) (33,663) (22) (33,685) Comprehensive income for the period 32,179 (15,820) 16,359 Comprehensive (income) attributable to the noncontrolling and redeemable noncontrolling interest (38,573) 31,933 (6,640) Comprehensive income (loss) attributable to Stagwell Inc. common shareholders (6,394) 16,113 9,719 Consolidated Balance Sheet December 31, 2022 As reported Adjustment As revised Other current assets 71,443 2,568 74,011 Total current assets $ 1,030,955 $ 2,568 $ 1,033,523 Other assets 115,447 691 116,138 Total assets $ 3,993,332 $ 3,259 $ 3,996,591 Accruals and other liabilities 248,477 20,394 268,871 Total current liabilities 1,349,802 20,394 1,370,196 Deferred tax liabilities, net 40,109 770 40,879 Other liabilities 69,780 (2,085) 67,695 Total liabilities $ 3,009,587 $ 19,079 $ 3,028,666 Retained earnings 29,445 (7,350) 22,095 Accumulated other comprehensive loss (38,941) 23,463 (15,478) Stagwell Inc. Shareholders' Equity 482,537 16,113 498,650 Noncontrolling interests 462,097 (31,933) 430,164 Total Shareholders' Equity 944,634 (15,820) 928,814 Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity $ 3,993,332 $ 3,259 $ 3,996,591 |
Interim Reporting
Interim Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) Q1 2023 Q2 2023 Q3 2023 Q4 2023 Revenue $ 622,444 $ 632,265 $ 617,573 $ 654,895 Cost of services 413,898 402,431 384,980 419,865 Income tax expense 236 437 4,324 35,560 Income (loss) before equity in earnings of non-consolidated affiliates (2,642) (4,749) 3,121 54,782 Net income (loss) (2,869) (4,965) 3,117 46,359 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 4,258 1,771 (2,464) (45,073) Net income (loss) attributable to Stagwell Inc. common shareholders 1,389 (3,194) 653 1,286 Earnings (Loss) Per Common Share Basic 0.01 (0.03) 0.01 0.01 Diluted 0.00 (0.03) 0.00 0.00 Other comprehensive income (loss) - foreign currency translation adjustment 4,447 2,945 (13,516) 14,120 Other comprehensive income (loss) 4,447 2,945 (13,516) 14,458 Comprehensive income (loss) for the period 1,578 (2,020) (10,399) 60,817 Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests 2,036 (1,158) 5,483 (53,792) Comprehensive income (loss) attributable to Stagwell Inc. common shareholders 3,614 (3,178) (4,916) 7,025 The impact of the revision on the previously issued unaudited quarterly financial information is as follows: Three Months Ended March 31, 2023 As reported Adjustment As revised Income tax expense $ 2,384 $ (2,148) $ 236 Loss before equity in earnings of non-consolidated affiliates (4,790) 2,148 (2,642) Net loss (5,017) 2,148 (2,869) Net loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (1,202) 4,258 Net income attributable to Stagwell Inc. common shareholders 443 946 1,389 Earnings (Loss) Per Common Share Basic 0.00 0.01 0.01 Diluted (0.01) 0.01 0.00 Other comprehensive income - foreign currency translation adjustment 4,425 22 4,447 Other comprehensive income 4,425 22 4,447 Comprehensive income (loss) for the period (592) 2,170 1,578 Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 26,723 (24,687) 2,036 Comprehensive income attributable to Stagwell Inc. common shareholders 26,131 (22,517) 3,614 Three Months Ended June 30, 2023 As reported Adjustment As revised Income tax expense $ 5,717 $ (5,280) $ 437 Loss before equity in earnings of non-consolidated affiliates (10,029) 5,280 (4,749) Net loss (10,245) 5,280 (4,965) Net loss attributable to noncontrolling and redeemable noncontrolling interests 5,552 (3,781) 1,771 Net loss attributable to Stagwell Inc. common shareholders (4,693) 1,499 (3,194) Loss Per Common Share Basic (0.04) 0.01 (0.03) Diluted (0.04) 0.01 (0.03) Other comprehensive income - foreign currency translation adjustment 2,938 7 2,945 Other comprehensive income 2,938 7 2,945 Comprehensive loss for the period (7,307) 5,287 (2,020) Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests 2,623 (3,781) (1,158) Comprehensive loss attributable to Stagwell Inc. common shareholders (4,684) 1,506 (3,178) Six Months Ended June 30, 2023 As reported Adjustment As revised Income tax expense $ 8,101 $ (7,428) $ 673 Loss before equity in earnings of non-consolidated affiliates (14,819) 7,428 (7,391) Net loss (15,262) 7,428 (7,834) Net loss attributable to noncontrolling and redeemable noncontrolling interests 11,012 (4,983) 6,029 Net loss attributable to Stagwell Inc. common shareholders (4,250) 2,445 (1,805) Loss Per Common Share Basic (0.04) 0.03 (0.01) Diluted (0.04) 0.03 (0.01) Other comprehensive income - foreign currency translation adjustment 7,363 29 7,392 Other comprehensive income 7,363 29 7,392 Comprehensive loss for the period (7,899) 7,457 (442) Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 29,346 (28,468) 878 Comprehensive income attributable to Stagwell Inc. common shareholders 21,447 (21,011) 436 Nine Months Ended September 30, 2023 As reported Adjustment As revised Income tax expense $ 12,425 $ (7,428) $ 4,997 Loss before equity in earnings of non-consolidated affiliates (11,698) 7,428 (4,270) Net loss (12,145) 7,428 (4,717) Net loss attributable to noncontrolling and redeemable noncontrolling interests 8,548 (4,983) 3,565 Net loss attributable to Stagwell Inc. common shareholders (3,597) 2,445 (1,152) Loss Per Common Share Basic (0.03) 0.02 (0.01) Diluted (0.03) 0.02 (0.01) Other comprehensive loss - foreign currency translation adjustment (6,153) 29 (6,124) Other comprehensive loss (6,153) 29 (6,124) Comprehensive loss for the period (18,298) 7,457 (10,841) Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 34,829 (28,468) 6,361 Comprehensive income (loss) attributable to Stagwell Inc. common shareholders 16,531 (21,011) (4,480) Consolidated Statements of Shareholders' Equity Three Months Ended March 31, 2023 As reported Adjustment As revised Net income attributable to Stagwell Inc. common shareholders $ 443 $ 946 $ 1,389 Net income (loss) attributable to Noncontrolling Interests (2,917) 1,202 (1,715) Other comprehensive income 25,688 (23,463) 2,225 Other comprehensive income (loss) attributable to Noncontrolling Interests (21,263) 23,485 2,222 Total other comprehensive income $ 4,425 $ 22 $ 4,447 |
SEC Schedule, Article 12-09, Va
SEC Schedule, Article 12-09, Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
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 End of Period Valuation accounts deducted from assets to which they apply – allowance for doubtful accounts: December 31, 2023 $ 10,369 $ 2,589 $ (5,939) $ 53 $ 7,072 December 31, 2022 5,638 7,755 (2,908) (116) 10,369 December 31, 2021 5,109 2,037 (1,482) (26) 5,638 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 End of Period Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes: December 31, 2023 $ 14,395 $ 11,791 $ — $ 102 $ 26,288 December 31, 2022 5,825 4,932 3,638 — 14,395 December 31, 2021 5,551 (15) 289 — 5,825 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation . The accompanying Audited 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 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. As of December 31, 2023, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in the future. |
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 . 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 4 |
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 expected losses using a current expected credit loss model. The Allowance for doubtful accounts is based on expected future uncollectible accounts receivable and is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. Allowance for doubtful accounts was $7.1 million and $10.4 million at December 31, 2023 and December 31, 2022, respectively. Transfer of Accounts Receivable. The Company transfers certain of its trade receivable assets to third parties under certain agreements. 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 were $393.9 million, $176.5 million and $42.1 million, during the years ended December 31, 2023, 2022, and 2021, respectively. The amount collected and due to the third parties under these arrangements was $1.8 million as of December 31, 2023 and $5.7 million as of December 31, 2022. No amounts were collected and due to third parties as of December 31, 2021. Fees for these arrangements were recorded in Office and general expenses in the Consolidated Statements of Operations and totaled $5.4 million, $1.8 million, and $0.1 million for the years ended December 31, 2023, 2022, and 2021, 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 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 |
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 generally 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 multiples based on market data and comparable companies. The Company 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 |
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 |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interests |
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 of 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. The Company accounts 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 basis. 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 a blended rate which includes historical volatility of a peer group of market participants and historical volatility of the Company 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. Forfeitures for all awards are recognized as they occur. 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. Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets. See Note 15 of the Notes included herein for further details on these awards. |
Share Buybacks | Share Buybacks . The Company may purchase shares of Class A Common Stock under its |
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 $20.5 million, $19.0 million, and $10.0 million for the years ended December 31, 2023, 2022, and 2021, 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 | (Loss) per Common Share . Basic earnings (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Diluted earnings (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, par value $0.00001 per share (the “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. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | 3. New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board, (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact of the adoption of this guidance on the Company’s financial statements and disclosures. In November 2023, the FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting (Topic 280) Improvements to Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of the new requirements, effective for the Company’s 2024 Financial Statements, to determine the level of disclosure of segment expenses. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The purchase price allocation is as follows: Amount (dollars in thousands) 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 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 Fair Value Estimated Useful Life in Years (dollars in thousands) Trade Names $ 98,000 10 Customer Relationships 712,900 6-15 Total Acquired Intangible Assets $ 810,900 |
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 acquisition been consummated as of that time. Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,698,018 $ 1,501,568 Net income $ 49,299 $ 36,864 Year Ended December 31, 2022 Year Ended December 31, 2021 (dollars in thousands) Revenue $ 2,691,622 $ 1,481,727 Net income $ 51,397 $ 39,386 Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,717,667 $ 1,512,791 Net income $ 36,043 $ 15,167 Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,696,733 $ 1,474,303 Net income $ 51,398 $ 36,538 Year Ended December 31, 2022 2021 (dollars in thousands) Revenue $ 2,690,969 $ 1,473,183 Net income $ 49,652 $ 35,810 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 (dollars in thousands) 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 $605.4 million. The net loss included within the year ended December 31, 2021 Consolidated Statements of Operations was nominal. Transaction expenses were $15.0 million for the twelve months ended December 31, 2021. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
By Location | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by geography for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, Geographical Location Reportable Segment 2023 2022 2021 (dollars in thousands) United States All $ 2,048,229 $ 2,218,681 $ 1,219,816 United Kingdom All 162,318 181,764 105,961 Other All 316,630 287,347 143,586 $ 2,527,177 $ 2,687,792 $ 1,469,363 |
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, 2023, 2022, and 2021. We reclassified certain brands into the Stagwell Marketing Cloud Group (software-as-a-service and data-as-a-service tools for the in-house marketers) principal capability in the third quarter of 2023. All prior periods presented have been revised to reflect these changes. Year Ended December 31, Principal Capabilities Reportable Segment 2023 2022 2021 (dollars in thousands) Digital Transformation All segments $ 636,624 $ 773,677 $ 373,657 Creativity and Communications All segments 1,160,178 1,222,289 591,062 Performance Media and Data Brand Performance Network 295,247 279,903 193,476 Consumer Insights and Strategy Integrated Agencies Network 199,260 212,869 162,733 Stagwell Marketing Cloud Group All segments 235,868 199,054 148,435 $ 2,527,177 $ 2,687,792 $ 1,469,363 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following tables set forth the computations of basic and diluted income per common share for the year ended December 31, 2023 (amounts in thousands, except per share amounts): Year Ended December 31, 2023 Earnings Per Share - Basic Numerator: Net income $ 41,642 Net income attributable to Class C shareholders (39,066) Net income attributable to other equity interest holders (2,442) Net income attributable to noncontrolling and redeemable noncontrolling interests (41,508) Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Weighted average number of common shares outstanding 117,259 Earnings Per Share - Basic $ 0.00 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Basic - Weighted Average number of common shares outstanding 117,259 Dilutive shares: Stock appreciation right awards 421 Restricted share and restricted unit awards 4,485 Employee Stock Purchase Plan shares 5 Dilutive - Weighted average number of common shares outstanding 122,170 Earnings Per Share - Diluted $ 0.00 Anti-dilutive: Class C Shares 154,972 Class A Shares to settle deferred acquisition obligations 5,127 The following table sets forth the computations of basic and diluted earnings per common share for the year ended December 31, 2022: Year Ended December 31, 2022 Earnings Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income $ 50,044 Net income attributable to Class C shareholders (16,004) Net income attributable to other equity interest holders (14,121) Net income attributable to noncontrolling and redeemable noncontrolling interests (30,125) Net income attributable to Stagwell Inc. common shareholders $ 19,919 Denominator: Weighted Average number of common shares outstanding 124,262 Earnings Per Share - Basic $ 0.16 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 19,919 Net income attributable to Class C shareholders 16,004 $ 35,923 Denominator: Basic - Weighted Average number of common shares outstanding 124,262 Dilutive shares: Stock appreciation right awards 1,896 Restricted share and restricted unit awards 4,467 Class C Shares 165,971 Dilutive - Weighted average number of common shares outstanding 296,596 Earnings Per Share - Diluted $ 0.12 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following is a summary of the Company’s fixed assets as of December 31,: 2023 2022 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 60,131 $ (36,535) $ 23,596 $ 56,788 $ (27,689) $ 29,099 Leasehold improvements 99,127 (44,898) 54,229 101,535 (31,756) 69,779 $ 159,258 $ (81,433) $ 77,825 $ 158,323 $ (59,445) $ 98,878 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 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 3,330 26,176 6,569 29,387 65,462 Impairment (49,840) (49,314) — (17,560) (116,714) Transfer of goodwill between segments (1) (111,065) 111,065 — — — Foreign currency translation (11,422) (13,467) (753) — (25,642) Other (2) (15,682) 685 6,124 — (8,873) Balance at December 31, 2022 $ 968,394 $ 433,758 $ 127,717 $ 37,087 $ 1,566,956 Acquired goodwill 18,451 2,626 — — 21,077 Disposition - ConcentricLife (98,779) — — — (98,779) Transfer of goodwill between segments (1) (8,517) — 8,517 — — Foreign currency translation 1,846 5,056 353 271 7,526 Other (2) — 220 — 1,815 2,035 Balance at December 31, 2023 $ 881,395 $ 441,660 $ 136,587 $ 39,173 $ 1,498,815 |
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 2023 2022 Customer relationships, gross $ 870,987 $ 875,160 Accumulated amortization (218,808) (150,655) Customer relationships, net $ 652,179 $ 724,505 Trade names, gross $ 188,820 $ 197,037 Accumulated amortization (74,141) (53,150) Trade names, net $ 114,679 $ 143,887 Capitalized software, gross $ 70,622 $ 42,234 Accumulated amortization (30,928) (18,591) Capitalized software, net $ 39,694 $ 23,643 Developed technology and other, gross $ 21,583 $ 21,331 Accumulated amortization (9,915) (5,837) Developed technology and other, net $ 11,668 $ 15,494 Total intangible assets, gross $ 1,152,012 $ 1,135,762 Accumulated amortization (333,792) (228,233) Total intangible assets, net $ 818,220 $ 907,529 |
Finite-Lived Intangible Assets Amortization Expense | The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2024 $ 106,514 2025 99,091 2026 89,824 2027 79,256 2028 71,734 Thereafter 371,801 |
Deferred Acquisition Consider_2
Deferred Acquisition Consideration (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Changes in Contingent Deferred Acquisition Consideration | The following table presents changes in deferred acquisition consideration and a reconciliation to the amounts reported on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (97,447) (74,963) Adjustments to deferred acquisition consideration (2) 14,303 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 680 (758) Other 27 860 Ending balance (4) $ 101,058 $ 161,323 (1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $32.8 million and $1.0 million, respectively, for the period ended December 31, 2023 and December 31, 2022. (2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (paid in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. (4) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Costs and Other Quantitative Information | The following table presents lease costs and other quantitative information for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Lease Cost: (dollars in thousands) Operating lease cost $ 76,750 $ 75,190 $ 46,019 Variable lease cost 20,924 18,575 10,685 Sublease rental income (9,659) (14,446) (7,367) Total lease cost $ 88,015 $ 79,319 $ 49,337 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 88,955 $ 91,300 $ 53,360 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments (1) $ 37,259 $ 27,761 $ 373,179 (1) Includes Right-of-use lease assets obtained in exchange for operating lease liabilities related to acquisitions. |
Minimum Future Rental Payments | The following table presents minimum future rental payments under the Company’s leases as of December 31, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) 2024 $ 78,733 2025 68,302 2026 57,312 2027 52,130 2028 48,884 Thereafter 112,102 Total 417,463 Less: Present value discount (70,257) Lease liability $ 347,206 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: December 31, December 31, (dollars in thousands) Credit Agreement $ 59,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (13,172) (15,293) 5.625% Notes, net of debt issuance costs 1,086,828 1,084,707 Total long-term debt $ 1,145,828 $ 1,184,707 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Interest cost on benefit obligation $ 1,486 $ 1,104 $ 441 Expected return on plan assets (1,218) (1,659) (697) Amortization of actuarial (gain) (67) — — Net periodic benefit (income) loss $ 201 $ (555) $ (256) Settlement (gain) (501) (198) — Total periodic benefit income $ (300) $ (753) $ (256) |
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 2023 2022 2021 Current year actuarial (gain) $ (405) $ (4,088) $ (722) Amortization of actuarial gain 67 — — Total recognized in other comprehensive (income) (338) (4,088) (722) Total recognized in net periodic benefit (income) and other comprehensive (income) $ (638) $ (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 2023 2022 2021 (1) Change in benefit obligation: Benefit obligation, beginning balance $ 28,044 $ 40,005 $ 41,206 Interest cost 1,486 1,104 441 Actuarial (gain) loss 535 (10,930) (1,091) Benefits paid (3,604) (2,135) (551) Benefit obligation, ending balance 26,461 28,044 40,005 Change in plan assets: Fair value of plan assets, beginning balance 19,235 26,355 26,578 Actual gain (loss) on plan assets 2,659 (4,985) 328 Employer contributions 4,106 — — Benefits paid (3,604) (2,135) (551) Fair value of plan assets, ending balance 22,396 19,235 26,355 Unfunded status $ 4,065 $ 8,809 $ 13,650 (1) Benefit obligation assumed in connection with the acquisition of MDC. Beginning balance is as of July 31, 2021. |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Consolidated Balance Sheets at December 31, consist of the following: Pension Benefits 2023 2022 Non-current liability $ 4,065 $ 8,809 Net amount recognized $ 4,065 $ 8,809 |
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 2023 2022 2021 Accumulated net actuarial gains $ 5,148 $ 4,810 $ 722 Amount recognized $ 5,148 $ 4,810 $ 722 |
Schedule of Changes in Fair Value of Plan Assets | The fair value of the receivables, money market fund - short term investments, and mutual funds were approximately $0.1 million, $0.8 million, and $21.5 million, respectively, as of December 31, 2023 and approximately $0.1 million, $0.8 million, and $18.4 million, respectively, as of December 31, 2022. 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, 2023 and 2022 were as follows: Target Allocation Actual Allocation 2023 2023 2022 Asset Category: Equity securities 65.0 % 69.6 % 67.4 % Debt securities 30.0 % 26.6 % 28.4 % Cash/cash equivalents and Short-term investments 5.0 % 3.8 % 4.2 % Total 100.0 % 100.0 % 100.0 % |
Schedule of Expected Benefit Payments | The estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the amount of $1.9 million in 2024, $1.8 million in 2025, $1.8 million in 2026, $1.8 million in 2027, $1.8 million in 2028, and $9.5 million thereafter. |
Noncontrolling and Redeemable_2
Noncontrolling and Redeemable Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | The following table presents Net income attributable to noncontrolling and redeemable noncontrolling interests between holders of Class C Common Stock and other equity interest holders for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Net income attributable to Class C shareholders $ 39,066 $ 16,004 $ 6,126 Net income attributable to other equity interest holders 3,076 5,986 9,170 Net income attributable to noncontrolling interests $ 42,142 $ 21,990 $ 15,296 Net income (loss) attributable to redeemable noncontrolling interests (634) 8,135 (412) Net income attributable to noncontrolling and redeemable noncontrolling interests $ 41,508 $ 30,125 $ 14,884 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of December 31, 2023 and December 31, 2022: December 31, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 436,215 $ 399,316 Noncontrolling interest of other equity interest holders 32,362 30,848 Total noncontrolling interests $ 468,577 $ 430,164 |
Redeemable Noncontrolling Interest | The following table presents changes in redeemable noncontrolling interests: December 31, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (1) (22,172) (1,400) Distributions (5,800) (2,822) Changes in redemption value 442 (8,711) Net income (loss) attributable to redeemable noncontrolling interests (634) 8,135 Other (155) 545 Ending balance $ 10,792 $ 39,111 (1) Redemptions for the year ended December 31, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 9). |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes information about time-based and performance-based restricted stock and restricted stock unit awards: Time-Based Awards Performance-Based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance at December 31, 2022 6,269 $ 7.07 2,386 $ 7.74 Granted 6,595 7.19 1,328 7.24 Vested (5,479) 7.00 — — Forfeited (213) 7.25 (3) 5.01 Balance at December 31, 2023 7,172 $ 7.23 3,711 $ 7.56 |
Share-Based Payment Arrangement, Option and Stock Appreciation Rights, Activity | The following table summarizes information about SAR awards: SAR Awards Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance at December 31, 2022 4,845 $ 2.78 $ 4.57 Granted 225 2.23 6.79 Forfeited — — — Exercised (1,948) 3.02 2.93 Balance at December 31, 2023 3,122 $ 2.59 $ 5.74 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 at December 31, 2021 $ 722 $ (6,000) $ (5,278) Other comprehensive income (loss) before reclassifications 4,088 (14,288) (10,200) Other comprehensive income (loss) 4,088 (14,288) (10,200) Balance at December 31, 2022 4,810 (20,288) (15,478) Other comprehensive income before reclassifications 338 2,073 2,411 Other comprehensive income 338 2,073 2,411 Balance at December 31, 2023 $ 5,148 $ (18,215) $ (13,067) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: 2023 2022 2021 Income (Loss): U.S. $ 66,432 $ 31,681 $ 38,717 Non-U.S. 24,637 43,904 20,841 $ 91,069 $ 75,585 $ 59,558 |
Schedule Of Components Of Income Taxes Provision Benefit | The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2023 2022 2021 Current tax provision U.S. federal $ 4,868 $ 13,229 $ 7,259 U.S. state and local 3,103 8,106 7,459 Non-U.S. 13,143 22,368 12,498 21,114 43,703 27,216 Deferred tax provision (benefit): U.S. federal 18,168 (16,132) (143) U.S. state and local 7,017 701 (2,521) Non-U.S. (5,742) (2,810) (1,154) 19,443 (18,241) (3,818) Income tax expense $ 40,557 $ 25,462 $ 23,398 |
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: 2023 2022 2021 Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 91,069 $ 75,585 $ 59,558 Statutory income tax rate 21.0 % 21.0 % 21.0 % Tax expense using U.S. statutory income tax rate $ 19,124 $ 15,873 $ 12,507 Impact of disregarded entity structure (8,520) (3,355) (6,954) Foreign, net (3,684) 6,930 5,995 State taxes, net 8,422 8,807 4,327 Stock compensation 400 (1,342) 4,009 Valuation allowance 11,791 4,932 (15) Revaluation of TRA step up (424) (5,109) — Gain on sale of business 8,347 — Prior year adjustments 5,617 (17,205) — Goodwill impairments — 14,645 — Other, net (516) 1,286 3,529 Income tax expense $ 40,557 $ 25,462 $ 23,398 Effective income tax rate 44.5 % 33.7 % 39.3 % |
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: 2023 2022 2021 Deferred tax assets: Net operating losses $ 29,835 $ 44,001 $ 33,112 Tax credits 6,355 7,104 6,644 Operating lease liability 50,657 52,442 48,173 Interest deductions 36,618 30,681 30,760 Accruals and other liabilities 252 2,794 3,720 TRA and related step-up, net of amortization 29,007 30,556 — Other 13,568 10,584 15,160 Gross deferred tax asset 166,292 178,162 137,569 Less: valuation allowance (26,288) (14,395) (5,825) Net deferred tax assets $ 140,004 $ 163,767 $ 131,744 Deferred tax liabilities: Right-of-use lease asset - operating leases 38,261 40,012 37,001 Property and equipment, net 11,553 9,329 4,212 Goodwill and intangibles 83,335 85,990 83,607 Residual basis differences — — 102,297 Other 205 940 6,854 Total deferred tax liabilities 133,354 136,271 233,971 Net deferred tax asset (liability) $ 6,650 $ 27,496 $ (102,227) Deferred tax assets $ 47,159 $ 68,375 $ 866 Deferred tax liabilities (40,509) (40,879) (103,093) $ 6,650 $ 27,496 $ (102,227) |
Schedule Of Changes In Tax Reserve | 2023 2022 A reconciliation of the change in unrecognized tax benefits is as follows: Unrecognized tax benefit - Beginning Balance $ 2,136 $ 1,038 Current year positions 288 — Prior period positions (1,840) 1,850 Settlements (289) (477) Lapse of statute of limitations (286) (275) Unrecognized tax benefits - Ending Balance $ 9 $ 2,136 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Liability Measured on a Non-recurring Basis | The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 1,010,658 $ 1,100,000 $ 902,000 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents significant related party transactions where a third party receives services from the Company: Total Transaction Value Revenue Due From Year Ended December 31, December 31, Services 2023 2022 2021 2023 2022 (dollars in thousands) Marketing and advertising services (1) $465 and Continuous (7) $ 2,576 $ 2,240 $ — $ 1,518 $ 1,047 Marketing and advertising services (2) $3,576 and Continuous (7) 894 7,449 950 4,381 4,831 Marketing and website development services (3) $6,496 and Continuous (7) 3,566 7,185 9,440 694 488 Polling services (4) $1,903 1,042 379 436 160 280 Polling services (5) $830 350 339 — 39 — Polling services (6) $4,431 1,046 3,450 — — — Total $ 9,474 $ 21,042 $ 10,826 $ 6,792 $ 6,646 (1) A member of the Company’s Board holds an executive leadership position or is on the Board of the client. (2) Brands’ partners and executives either hold a key leadership position in or are on the Board of the client. (3) Client has a significant interest in the Company. (4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client. (5) A family member of the Company’s President holds a key leadership position in the client. (6) Founder of the client has significant interest in the Company. (7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value. In 2019, a Brand entered into a loan agreement with a related party who holds a minority interest in the Brand. The loan receivable of $0.8 million and $3.6 million due from the third party is included within Other current assets in the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, respectively. The Company recognized $0.3 million, $0.5 million and $0.3 million for the year ended December 31, 2023, 2022, and 2021 respectively, of interest income within Interest expense, net on its Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred $2.4 million, $2.0 million and $0.8 million of related party expense for the year ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and December 31, 2022, $0.6 million and $1.4 million, respectively, was due to the third party. In 2018, a Brand entered into an agreement to provide marketing and advertising services to a related party whose partners hold executive leadership positions in the Brand. Under the arrangement, the Brand recognized $0.8 million, $1.0 million, and $0.7 million of revenue for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 nothing was from the related party, and as of December 31, 2022, $0.8 million was due from the related party. In addition, on behalf of the related party, the Brand serves as an agent to transfer funds from one of the related party ’ |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Year Ended December 31, 2023 2022 2021 (dollars in thousands) Revenue: Integrated Agencies Network $ 1,378,109 $ 1,474,970 $ 771,123 Brand Performance Network 768,776 757,208 424,632 Communications Network 333,707 435,652 247,766 All Other 46,585 19,962 25,842 Total Revenue $ 2,527,177 $ 2,687,792 $ 1,469,363 Adjusted EBITDA: Integrated Agencies Network $ 271,322 $ 292,293 $ 165,385 Brand Performance Network 96,015 115,835 65,942 Communications Network 51,819 87,032 43,741 All Other (10,607) (931) (772) Corporate (48,410) (43,111) (20,644) Total Adjusted EBITDA $ 360,139 $ 451,118 $ 253,652 Depreciation and amortization $ (142,831) $ (131,273) $ (77,503) Impairment and other losses (11,395) (122,179) (16,240) Stock-based compensation (57,179) (33,152) (75,032) Deferred acquisition consideration (13,060) 13,405 (18,721) Other items, net (45,147) (18,691) (21,430) Total Operating Income $ 90,527 $ 159,228 $ 44,726 Other Income (expenses): Interest expense, net $ (90,644) $ (76,062) $ (31,894) Foreign exchange, net (2,960) (2,606) (3,332) Gain on sale of business 94,505 — 43,038 Other, net (359) (4,975) 7,020 Income before income taxes and equity in earnings of non-consolidated affiliates 91,069 75,585 59,558 Income tax expense 40,557 25,462 23,398 Income before equity in earnings of non-consolidated affiliates 50,512 50,123 36,160 Equity in (loss) of non-consolidated affiliates (8,870) (79) (240) Net income 41,642 50,044 35,920 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (41,508) (30,125) (14,884) Net income attributable to Stagwell Inc. common shareholders $ 134 $ 19,919 $ 21,036 |
Accounting Changes and Error _2
Accounting Changes and Error Corrections (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Quantifying Prior Year Misstatements Corrected in Current Year Financial Statements | Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31, 2022 As reported Adjustment As revised Other, net $ (7,059) $ 2,084 $ (4,975) Other income (expenses) (85,727) 2,084 (83,643) Income before income taxes and equity in earnings of non-consolidated affiliates 73,501 2,084 75,585 Income tax expense 7,580 17,882 25,462 Income before equity in earnings of non-consolidated affiliates 65,921 (15,798) 50,123 Net income 65,842 (15,798) 50,044 Net (income) attributable to noncontrolling and redeemable noncontrolling interests (38,573) 8,448 (30,125) Net income attributable to Stagwell Inc. common shareholders $ 27,269 $ (7,350) $ 19,919 Earnings Per Common Share: Basic 0.22 (0.06) 0.16 Diluted 0.17 (0.05) 0.12 Year Ended December 31, 2022 As reported Adjustment As revised Other comprehensive (loss) - foreign currency translation adjustment $ (37,751) $ (22) $ (37,773) Other comprehensive (loss) (33,663) (22) (33,685) Comprehensive income for the period 32,179 (15,820) 16,359 Comprehensive (income) attributable to the noncontrolling and redeemable noncontrolling interest (38,573) 31,933 (6,640) Comprehensive income (loss) attributable to Stagwell Inc. common shareholders (6,394) 16,113 9,719 Consolidated Balance Sheet December 31, 2022 As reported Adjustment As revised Other current assets 71,443 2,568 74,011 Total current assets $ 1,030,955 $ 2,568 $ 1,033,523 Other assets 115,447 691 116,138 Total assets $ 3,993,332 $ 3,259 $ 3,996,591 Accruals and other liabilities 248,477 20,394 268,871 Total current liabilities 1,349,802 20,394 1,370,196 Deferred tax liabilities, net 40,109 770 40,879 Other liabilities 69,780 (2,085) 67,695 Total liabilities $ 3,009,587 $ 19,079 $ 3,028,666 Retained earnings 29,445 (7,350) 22,095 Accumulated other comprehensive loss (38,941) 23,463 (15,478) Stagwell Inc. Shareholders' Equity 482,537 16,113 498,650 Noncontrolling interests 462,097 (31,933) 430,164 Total Shareholders' Equity 944,634 (15,820) 928,814 Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity $ 3,993,332 $ 3,259 $ 3,996,591 |
Interim Reporting (Tables)
Interim Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) Q1 2023 Q2 2023 Q3 2023 Q4 2023 Revenue $ 622,444 $ 632,265 $ 617,573 $ 654,895 Cost of services 413,898 402,431 384,980 419,865 Income tax expense 236 437 4,324 35,560 Income (loss) before equity in earnings of non-consolidated affiliates (2,642) (4,749) 3,121 54,782 Net income (loss) (2,869) (4,965) 3,117 46,359 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 4,258 1,771 (2,464) (45,073) Net income (loss) attributable to Stagwell Inc. common shareholders 1,389 (3,194) 653 1,286 Earnings (Loss) Per Common Share Basic 0.01 (0.03) 0.01 0.01 Diluted 0.00 (0.03) 0.00 0.00 Other comprehensive income (loss) - foreign currency translation adjustment 4,447 2,945 (13,516) 14,120 Other comprehensive income (loss) 4,447 2,945 (13,516) 14,458 Comprehensive income (loss) for the period 1,578 (2,020) (10,399) 60,817 Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests 2,036 (1,158) 5,483 (53,792) Comprehensive income (loss) attributable to Stagwell Inc. common shareholders 3,614 (3,178) (4,916) 7,025 The impact of the revision on the previously issued unaudited quarterly financial information is as follows: Three Months Ended March 31, 2023 As reported Adjustment As revised Income tax expense $ 2,384 $ (2,148) $ 236 Loss before equity in earnings of non-consolidated affiliates (4,790) 2,148 (2,642) Net loss (5,017) 2,148 (2,869) Net loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (1,202) 4,258 Net income attributable to Stagwell Inc. common shareholders 443 946 1,389 Earnings (Loss) Per Common Share Basic 0.00 0.01 0.01 Diluted (0.01) 0.01 0.00 Other comprehensive income - foreign currency translation adjustment 4,425 22 4,447 Other comprehensive income 4,425 22 4,447 Comprehensive income (loss) for the period (592) 2,170 1,578 Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 26,723 (24,687) 2,036 Comprehensive income attributable to Stagwell Inc. common shareholders 26,131 (22,517) 3,614 Three Months Ended June 30, 2023 As reported Adjustment As revised Income tax expense $ 5,717 $ (5,280) $ 437 Loss before equity in earnings of non-consolidated affiliates (10,029) 5,280 (4,749) Net loss (10,245) 5,280 (4,965) Net loss attributable to noncontrolling and redeemable noncontrolling interests 5,552 (3,781) 1,771 Net loss attributable to Stagwell Inc. common shareholders (4,693) 1,499 (3,194) Loss Per Common Share Basic (0.04) 0.01 (0.03) Diluted (0.04) 0.01 (0.03) Other comprehensive income - foreign currency translation adjustment 2,938 7 2,945 Other comprehensive income 2,938 7 2,945 Comprehensive loss for the period (7,307) 5,287 (2,020) Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests 2,623 (3,781) (1,158) Comprehensive loss attributable to Stagwell Inc. common shareholders (4,684) 1,506 (3,178) Six Months Ended June 30, 2023 As reported Adjustment As revised Income tax expense $ 8,101 $ (7,428) $ 673 Loss before equity in earnings of non-consolidated affiliates (14,819) 7,428 (7,391) Net loss (15,262) 7,428 (7,834) Net loss attributable to noncontrolling and redeemable noncontrolling interests 11,012 (4,983) 6,029 Net loss attributable to Stagwell Inc. common shareholders (4,250) 2,445 (1,805) Loss Per Common Share Basic (0.04) 0.03 (0.01) Diluted (0.04) 0.03 (0.01) Other comprehensive income - foreign currency translation adjustment 7,363 29 7,392 Other comprehensive income 7,363 29 7,392 Comprehensive loss for the period (7,899) 7,457 (442) Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 29,346 (28,468) 878 Comprehensive income attributable to Stagwell Inc. common shareholders 21,447 (21,011) 436 Nine Months Ended September 30, 2023 As reported Adjustment As revised Income tax expense $ 12,425 $ (7,428) $ 4,997 Loss before equity in earnings of non-consolidated affiliates (11,698) 7,428 (4,270) Net loss (12,145) 7,428 (4,717) Net loss attributable to noncontrolling and redeemable noncontrolling interests 8,548 (4,983) 3,565 Net loss attributable to Stagwell Inc. common shareholders (3,597) 2,445 (1,152) Loss Per Common Share Basic (0.03) 0.02 (0.01) Diluted (0.03) 0.02 (0.01) Other comprehensive loss - foreign currency translation adjustment (6,153) 29 (6,124) Other comprehensive loss (6,153) 29 (6,124) Comprehensive loss for the period (18,298) 7,457 (10,841) Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests 34,829 (28,468) 6,361 Comprehensive income (loss) attributable to Stagwell Inc. common shareholders 16,531 (21,011) (4,480) Consolidated Statements of Shareholders' Equity Three Months Ended March 31, 2023 As reported Adjustment As revised Net income attributable to Stagwell Inc. common shareholders $ 443 $ 946 $ 1,389 Net income (loss) attributable to Noncontrolling Interests (2,917) 1,202 (1,715) Other comprehensive income 25,688 (23,463) 2,225 Other comprehensive income (loss) attributable to Noncontrolling Interests (21,263) 23,485 2,222 Total other comprehensive income $ 4,425 $ 22 $ 4,447 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Developments (Details) £ in Millions, $ in Millions | 3 Months Ended | ||||||||
Mar. 01, 2024 USD ($) shares | Mar. 01, 2024 GBP (£) shares | Jan. 02, 2024 USD ($) shares | Nov. 01, 2023 USD ($) shares | Oct. 02, 2023 USD ($) shares | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 01, 2024 GBP (£) | |
Business Acquisition [Line Items] | |||||||||
Income Tax Expense Adjustment | $ 10.4 | $ 5.3 | $ 7.3 | ||||||
Income Tax Expense Adjustment | $ 10.4 | $ 5.3 | $ 7.3 | ||||||
income tax expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 2.1 million | ||||||||
Income tax receivable and payable | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 12.9 million | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 23.5 million | ||||||||
Income tax payable | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 2.4 million | ||||||||
Deferred tax asset | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 4.5 million | ||||||||
Tax receivable agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Immaterial Error Correction | 2.1 million | ||||||||
Left Field Labs | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 13.2 | ||||||||
Payments to Acquire Businesses, Gross | 9.4 | ||||||||
Deferred acquisition consideration | $ 51 | ||||||||
Left Field Labs | Common Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued by the Company (shares) | shares | 825,000 | ||||||||
Movers and Shakers LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 15 | ||||||||
Payments to Acquire Businesses, Gross | 10.2 | ||||||||
Deferred acquisition consideration | $ 35 | ||||||||
Movers and Shakers LLC | Common Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued by the Company (shares) | shares | 1,000,000 | ||||||||
Team Epiphany | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 15.8 | ||||||||
Payments to Acquire Businesses, Gross | 10.8 | ||||||||
Deferred acquisition consideration | $ 17 | ||||||||
Team Epiphany | Common Class A | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued by the Company (shares) | shares | 798,000 | ||||||||
Sidekick Live Limited | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | £ | £ 4.5 | ||||||||
Payments to Acquire Businesses, Gross | $ 4.6 | £ 3.6 | |||||||
Deferred acquisition consideration | $ 10.2 | £ 8 | |||||||
Sidekick Live Limited | Common Class A | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued by the Company (shares) | shares | 195,000 | 195,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 7,100 | $ 10,400 | |
Significant Accounting Policies [Line Items] | |||
Fixed assets, accumulated depreciation | (81,433) | (59,445) | |
Defined Contribution Plan, Cost | 20,500 | 19,000 | $ 10,000 |
Accounts Receivable, Sale | 393,900 | 176,500 | 42,100 |
Trade Receivables Collected and Due to Third Party under Receivable Purchase Agreement | 1,800 | 5,700 | |
Trade Receivable Fees paid to Third Party under Receivable Purchase Agreement | $ 5,400 | $ 1,800 | $ 100 |
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 Millions, £ in Millions | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Nov. 01, 2023 USD ($) shares | Oct. 02, 2023 USD ($) shares | Jul. 03, 2023 USD ($) | Apr. 25, 2023 USD ($) | Apr. 25, 2023 EUR (€) | 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 | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Aug. 02, 2021 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | 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 (£) | |
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Goodwill | $ 1,652,723,000 | $ 1,498,815,000 | $ 1,566,956,000 | $ 1,652,723,000 | $ 1,498,815,000 | $ 1,566,956,000 | $ 1,652,723,000 | $ 351,725,000 | |||||||||||||||||||||||||
Revenues | 654,895,000 | $ 617,573,000 | $ 632,265,000 | $ 622,444,000 | 2,527,177,000 | 2,687,792,000 | 1,469,363,000 | ||||||||||||||||||||||||||
Income attributable to noncontrolling interests | 45,073,000 | 2,464,000 | (1,771,000) | (4,258,000) | $ (6,029,000) | $ 39,626,000 | $ (3,565,000) | 41,508,000 | 30,125,000 | 14,884,000 | |||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 1,286,000 | 653,000 | (3,194,000) | 1,389,000 | (1,805,000) | (1,152,000) | 134,000 | 19,919,000 | 21,036,000 | ||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 46,359,000 | $ 3,117,000 | $ (4,965,000) | $ (2,869,000) | $ (7,834,000) | $ (4,717,000) | 41,642,000 | 50,044,000 | 35,920,000 | ||||||||||||||||||||||||
Stagwell Media | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 1.80 | 1.80 | |||||||||||||||||||||||||||||||
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 | $ 20,900,000 | ||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Goodwill | $ 24,643,000 | ||||||||||||||||||||||||||||||||
Estimated contingent consideration | $ 50,000,000 | ||||||||||||||||||||||||||||||||
Contingent consideration payable in cash (percent) | 67% | ||||||||||||||||||||||||||||||||
Contingent consideration payable in equity (percent) | 33% | ||||||||||||||||||||||||||||||||
Revenues | 30,100,000 | 20,500,000 | |||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (1,500,000) | 100,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 2,698,018,000 | 1,501,568,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,299,000 | 36,864,000 | |||||||||||||||||||||||||||||||
BNG | Customer Relationships | |||||||||||||||||||||||||||||||||
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 | $ 5,500,000 | ||||||||||||||||||||||||||||||||
TMA Direct | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 87% | ||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 17,200,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | $ 500,000 | ||||||||||||||||||||||||||||||||
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 | $ 13,300,000 | ||||||||||||||||||||||||||||||||
Revenues | 11,000,000 | 7,700,000 | |||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 1,100,000 | 900,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,200,000,000 | 12,740,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 2,691,622,000 | 1,481,727,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,397,000 | 39,386,000 | |||||||||||||||||||||||||||||||
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 | $ 13,300,000 | ||||||||||||||||||||||||||||||||
TMA Direct | Customer Relationships | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800,000,000 | $ 6,150,000 | |||||||||||||||||||||||||||||||
TMA Direct | Trade Names | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 10 years | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,400,000,000 | ||||||||||||||||||||||||||||||||
Epicenter | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Closing cash payment | $ 9,900,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||||||||||||||||||||||||||
Goodwill | $ 4,416,000 | ||||||||||||||||||||||||||||||||
Revenues | 4,300,000 | 1,000,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 11,864,000 | ||||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (700,000) | (1,200,000) | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 2,690,969,000 | 1,473,183,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,652,000 | 35,810,000 | |||||||||||||||||||||||||||||||
PEP Group | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 500,000 | ||||||||||||||||||||||||||||||||
Estimated contingent consideration | £ | £ 2.6 | ||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||
Maru Group | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | ||||||||||||||||||||||||||||||||
Goodwill | $ 26,033,000 | ||||||||||||||||||||||||||||||||
Revenues | 32,100,000 | 8,800,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 25,794,000 | £ 23 | |||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (10,800,000) | (2,100,000) | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,300,000 | ||||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 2,717,667,000 | 1,512,791,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 36,043,000 | 15,167,000 | |||||||||||||||||||||||||||||||
Maru Group | Customer Relationships | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,900,000 | ||||||||||||||||||||||||||||||||
Maru Group | Trade Names | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,000,000 | ||||||||||||||||||||||||||||||||
Wolfgang | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 80% | 80% | |||||||||||||||||||||||||||||||
Closing cash payment | $ 3,800,000 | ||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||||||||||||||||||||||||||
Goodwill | $ 2,451,000 | ||||||||||||||||||||||||||||||||
Revenues | 5,700,000 | 2,100,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 6,160,000 | ||||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 700,000 | (300,000) | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 2,696,733,000 | 1,474,303,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 51,398,000 | 36,538,000 | |||||||||||||||||||||||||||||||
Wolfgang | Common Class A | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,200,000 | ||||||||||||||||||||||||||||||||
Shares issued by the Company (shares) | shares | 175,000 | ||||||||||||||||||||||||||||||||
Huskies [Member] | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 5,600,000 | € 5.2 | |||||||||||||||||||||||||||||||
Goodwill | 2,600,000 | ||||||||||||||||||||||||||||||||
Business Combination, Payables to Sellers | $ 1,000,000 | € 0.9 | |||||||||||||||||||||||||||||||
Tinsel | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 2,500,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 1,600,000 | ||||||||||||||||||||||||||||||||
Left Field Labs | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 13,200,000 | ||||||||||||||||||||||||||||||||
Closing cash payment | 9,400,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | 51,000,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 8,700,000 | ||||||||||||||||||||||||||||||||
Left Field Labs | Common Class A | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued by the Company (shares) | shares | 825,000 | ||||||||||||||||||||||||||||||||
Movers and Shakers LLC | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 15,000,000 | ||||||||||||||||||||||||||||||||
Closing cash payment | 10,200,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | 35,000,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 8,200,000 | ||||||||||||||||||||||||||||||||
Movers and Shakers LLC | Common Class A | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued by the Company (shares) | shares | 1,000,000 | ||||||||||||||||||||||||||||||||
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 | 1,299,400,000 | $ (1,290,347,000) | 1,299,400,000 | (1,290,347,000) | 1,299,400,000 | ||||||||||||||||||||||||||||
Revenues | 605,400,000 | ||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 429,062,000 | 429,062,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 810,900,000 | 810,900,000 | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 130,197,000 | $ 130,197,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Share Price | $ / shares | $ 5.42 | $ 5.42 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | $ 2,224,343,000 | 2,087,025,000 | |||||||||||||||||||||||||||||||
Transaction expenses | 15,000,000 | ||||||||||||||||||||||||||||||||
MDC | Customer Relationships | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 712,900,000 | $ 712,900,000 | |||||||||||||||||||||||||||||||
MDC | Trade Names | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 98,000,000 | $ 98,000,000 | |||||||||||||||||||||||||||||||
MDC | Maximum | Customer Relationships | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||||||||||||||||||||||||
MDC | Common Units | Stagwell OpCo | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 69.55% | 69.55% | |||||||||||||||||||||||||||||||
MDC | Common Class C | Stagwell Media | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 180,000,000 | ||||||||||||||||||||||||||||||||
MDC | Common Class B | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
MDC | Integrated Agencies Network | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Goodwill | $ 932,600,000 | $ 932,600,000 | |||||||||||||||||||||||||||||||
MDC | Brand Performance Network | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Goodwill | 285,400,000 | 285,400,000 | |||||||||||||||||||||||||||||||
MDC | Communications Network | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Goodwill | $ 72,400,000 | $ 72,400,000 | |||||||||||||||||||||||||||||||
Goodstuff Holdings Limited | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Closing cash payment | £ | £ 21 | ||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||||||||||||||||||||
Goodwill | 4,400,000 | 4,400,000 | 4,400,000 | ||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 28,200,000 | 28,200,000 | 28,200,000 | ||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 1,488,500,000 | 902,600,000 | |||||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 38,700,000 | $ 72,700,000 | |||||||||||||||||||||||||||||||
Payments for Acquire Businesses, Working Capital Payments | £ | 9 | ||||||||||||||||||||||||||||||||
Payment for contingent consideration | £ | £ 8 | ||||||||||||||||||||||||||||||||
Goodstuff Holdings Limited | Customer Relationships | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 10 years | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,600,000 | 13,600,000 | 13,600,000 | ||||||||||||||||||||||||||||||
Goodstuff Holdings Limited | Trade Names | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | 15 years | |||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||||||||||||||
Goodstuff Holdings Limited | Maximum | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Deferred acquisition consideration | £ | £ 22 | ||||||||||||||||||||||||||||||||
Targeted Victory | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 26.70% | ||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 73,900,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | $ 46,600,000 | ||||||||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13.30% | ||||||||||||||||||||||||||||||||
Contingent consideration payable in equity (percent) | 50% | ||||||||||||||||||||||||||||||||
Business Acquisitions, Percentage of Voting Interests Acquired, Step Two | 13.30% | ||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Redeemable Noncontrolling Interest | $ 27,300,000 | ||||||||||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13.30% | ||||||||||||||||||||||||||||||||
Targeted Victory | Common Class A | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 135,000,000 | ||||||||||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | 135,000,000 | ||||||||||||||||||||||||||||||||
ConcentricLife | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 27% | ||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 8,100,000 | ||||||||||||||||||||||||||||||||
Closing cash payment | 1,600,000 | ||||||||||||||||||||||||||||||||
Deferred acquisition consideration | $ 6,500,000 | ||||||||||||||||||||||||||||||||
Instrument Holdings Inc. | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Remaining ownership interest acquired (percent) | 49% | 49% | 49% | 49% | |||||||||||||||||||||||||||||
Aggregate purchase price | $ 157,100,000 | ||||||||||||||||||||||||||||||||
Closing cash payment | $ 37,500,000 | ||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Deferred Acquisition Payment | 82,100,000 | ||||||||||||||||||||||||||||||||
Instrument Holdings Inc. | Common Class A | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 37,500,000 | ||||||||||||||||||||||||||||||||
Contingent consideration payable in equity (percent) | 40% | 40% | 40% | 40% |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, £ in Millions | Dec. 31, 2023 USD ($) | Apr. 25, 2023 USD ($) | 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 ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ (1,498,815) | $ (1,566,956) | $ (1,652,723) | $ (351,725) | ||||||
BNG | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 2,766 | |||||||||
Accounts receivable | 10,147 | |||||||||
Other current assets | 671 | |||||||||
Fixed assets | 1,587 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (12,740) | |||||||||
Other assets | 1,583 | |||||||||
Accounts payable | (4,771) | |||||||||
Accruals and other liabilities | (6,880) | |||||||||
Advance billings | (1,159) | |||||||||
Other liabilities | (3,642) | |||||||||
Net liabilities assumed | (13,042) | |||||||||
Goodwill | (24,643) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 37,685 | |||||||||
TMA Direct | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Accounts receivable | $ 582 | |||||||||
Other current assets | 669 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (13,200) | |||||||||
Accounts payable | (379) | |||||||||
Accruals and other liabilities | (270) | |||||||||
Noncontrolling interests | (2,667) | |||||||||
Net liabilities assumed | (11,135) | |||||||||
Goodwill | (6,569) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 17,704 | |||||||||
Maru Group | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 1,033 | |||||||||
Accounts receivable | 7,374 | |||||||||
Other current assets | 899 | |||||||||
Fixed assets | 157 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (14,300) | |||||||||
Other assets | 1,920 | |||||||||
Accounts payable | (4,087) | |||||||||
Accruals and other liabilities | (9,154) | |||||||||
Advance billings | (6,462) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,328) | |||||||||
Other liabilities | (2,891) | |||||||||
Net liabilities assumed | 239 | |||||||||
Goodwill | (26,033) | |||||||||
Purchase price consideration | 25,794 | £ 23 | ||||||||
Wolfgang | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | 1,606 | |||||||||
Accounts receivable | 1,180 | |||||||||
Other current assets | 100 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (1,055) | |||||||||
Other assets | 46 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (278) | |||||||||
Net liabilities assumed | (3,709) | |||||||||
Goodwill | (2,451) | |||||||||
Purchase price consideration | 6,160 | |||||||||
Epicenter | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | 901 | |||||||||
Other current assets | 45 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (7,300) | |||||||||
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 | |||||||||
Huskies [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ (2,600) | |||||||||
MDC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
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) | |||||||||
Other liabilities | (139,026) | |||||||||
Noncontrolling interests | (151,090) | |||||||||
Net liabilities assumed | (861,285) | |||||||||
Goodwill | (1,299,400) | 1,290,347 | ||||||||
Purchase price consideration | 429,062 | |||||||||
Current portion of deferred acquisition consideration | (53,054) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, 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) | |||||||||
Redeemable noncontrolling interests | (25,990) | |||||||||
Preferred shares | (209,980) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 130,197 | |||||||||
Goodstuff Holdings Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net liabilities assumed | (23,800) | |||||||||
Goodwill | (4,400) | |||||||||
Purchase price consideration | $ 28,200 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | May 31, 2022 | Apr. 19, 2022 | Aug. 02, 2021 |
TMA Direct | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,200,000 | $ 12,740 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
TMA Direct | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,400,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 10 years | ||
TMA Direct | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800,000 | $ 6,150 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
TMA Direct | Other Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,090 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||
BNG | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
BNG | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,500 | |||
BNG | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Maru Group | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,300 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||
Maru Group | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Maru Group | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,900 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Maru Group | Other Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,400 | |||
Maru Group | Other Intangible Assets | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||
Maru Group | Other Intangible Assets | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||
Wolfgang | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 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 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||
Aug. 02, 2021 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Revenues | $ 654,895 | $ 617,573 | $ 632,265 | $ 622,444 | $ 2,527,177 | $ 2,687,792 | $ 1,469,363 | |||
TMA Direct | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,691,622 | 1,481,727 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,397 | 39,386 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,691,622 | 1,481,727 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,397 | 39,386 | ||||||||
Revenues | 11,000 | 7,700 | ||||||||
BNG | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,698,018 | 1,501,568 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,299 | 36,864 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,698,018 | 1,501,568 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,299 | 36,864 | ||||||||
Revenues | 30,100 | 20,500 | ||||||||
Maru Group | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,717,667 | 1,512,791 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 36,043 | 15,167 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,717,667 | 1,512,791 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 36,043 | 15,167 | ||||||||
Revenues | 32,100 | 8,800 | ||||||||
Wolfgang | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,696,733 | 1,474,303 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,398 | 36,538 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,696,733 | 1,474,303 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 51,398 | 36,538 | ||||||||
Revenues | 5,700 | 2,100 | ||||||||
Epicenter | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,690,969 | 1,473,183 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,652 | 35,810 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Revenue | 2,690,969 | 1,473,183 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 49,652 | $ 35,810 | ||||||||
Revenues | $ 4,300 | $ 1,000 | ||||||||
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 | $ 605,400 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Disposition (Details) $ in Thousands, £ in Millions | 12 Months Ended | ||||
Oct. 31, 2023 USD ($) | Dec. 31, 2021 GBP (£) | Sep. 15, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition of business | $ 94,505 | $ 43,440 | |||
Goodstuff Holdings Limited | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Payments to Acquire Businesses, Deferred Payments | £ | £ 4 | ||||
Reputation Defender | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition of business | $ 43,038 | ||||
Reputation Defender | Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received | $ 40,000 | ||||
Reputation Defender | Disposed of by Sale | 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 | ||||
ConcentricLife | Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received | $ 245,000 | ||||
ConcentricLife | Disposed of by Sale | Other, net | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition of business | $ 94,500 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 country | |
Non-US And UK | |
Disaggregation of Revenue [Line Items] | |
Number of countries in which entity operates | 28 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Revenue From Contract With Customer, Termination Period | 30 days |
Revenue from Contract with Customer, Payment Period | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Revenue From Contract With Customer, Termination Period | 90 days |
Revenue from Contract with Customer, Payment Period | 60 days |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 654,895 | $ 617,573 | $ 632,265 | $ 622,444 | $ 2,527,177 | $ 2,687,792 | $ 1,469,363 |
United States | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 2,048,229 | 2,218,681 | 1,219,816 | ||||
Other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 316,630 | 287,347 | 143,586 | ||||
UNITED KINGDOM | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 162,318 | 181,764 | 105,961 | ||||
Digital Transformation | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 636,624 | 773,677 | 373,657 | ||||
Creativity and Communications | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 1,160,178 | 1,222,289 | 591,062 | ||||
Performance Media and Data | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 295,247 | 279,903 | 193,476 | ||||
Consumer Insights and Strategy | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 199,260 | 212,869 | 162,733 | ||||
Stagwell Marketing Cloud Group | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 235,868 | $ 199,054 | $ 148,435 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Unbilled service fees | $ 141,900 | $ 116,400 |
Unbilled outside vendor costs, billable to clients | 114,097 | 93,077 |
Advance billings | 301,674 | $ 337,034 |
Increase (Decrease) in Advance Billings | (35,400) | |
Contract with Customer, Liability, Revenue Recognized | 320,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 97,700 | |
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 | 86% | |
Expected timing of satisfaction | 3 months | |
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 | 11% | |
Expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 3% | |
Expected timing of satisfaction | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 08, 2021 | Oct. 07, 2021 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 23, 2021 | |
Numerator | |||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 46,359 | $ 3,117 | $ (4,965) | $ (2,869) | $ (7,834) | $ (4,717) | $ 41,642 | $ 50,044 | $ 35,920 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | (45,073) | (2,464) | 1,771 | 4,258 | 6,029 | $ (39,626) | 3,565 | (41,508) | (30,125) | (14,884) | |||
Net Income (Loss) Attributable to Parent | $ 1,286 | $ 653 | $ (3,194) | $ 1,389 | $ (1,805) | $ (1,152) | $ 134 | 19,919 | 21,036 | ||||
Net income available to stockholders, diluted | $ 35,923 | $ (3,706) | |||||||||||
Denominator | |||||||||||||
Basic weighted average number of common shares outstanding (in shares) | 117,259,000 | 124,262,000 | 90,426,000 | ||||||||||
Diluted weighted average number of common shares outstanding (in shares) | 122,170,000 | 296,596,000 | 90,426,000 | ||||||||||
Class of Stock [Line Items] | |||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.01 | $ (0.03) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0 | $ 0.16 | $ (0.04) | ||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.01) | $ (0.01) | $ 0 | $ 0.12 | $ (0.04) | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,900,000 | 2,300,000 | |||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 46,359 | $ 3,117 | $ (4,965) | $ (2,869) | $ (7,834) | $ (4,717) | $ 41,642 | $ 50,044 | $ 35,920 | ||||
Income attributable to noncontrolling interests | 45,073 | 2,464 | (1,771) | (4,258) | (6,029) | $ 39,626 | (3,565) | 41,508 | 30,125 | 14,884 | |||
Net Income (Loss) Attributable to Parent | $ 1,286 | $ 653 | $ (3,194) | $ 1,389 | $ (1,805) | $ (1,152) | $ 134 | $ 19,919 | $ 21,036 | ||||
Weighted Average Number of Shares Outstanding, Basic | 117,259,000 | 124,262,000 | 90,426,000 | ||||||||||
Net income available to stockholders, diluted | $ 35,923 | $ (3,706) | |||||||||||
Weighted Average Number of Shares Issued, Basic | 90,426,000 | ||||||||||||
Diluted weighted average number of common shares outstanding (in shares) | 122,170,000 | 296,596,000 | 90,426,000 | ||||||||||
Net loss attributable to Stagwell Inc. common shareholders | $ (3,706) | ||||||||||||
Preference shares, issued (in shares) | 50,000,000 | ||||||||||||
Stagwell Media | |||||||||||||
Numerator | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 39,066 | $ (16,004) | |||||||||||
Class of Stock [Line Items] | |||||||||||||
Income attributable to noncontrolling interests | (39,066) | 16,004 | |||||||||||
Stagwell Global | |||||||||||||
Numerator | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,442 | (14,121) | |||||||||||
Class of Stock [Line Items] | |||||||||||||
Income attributable to noncontrolling interests | $ (2,442) | $ 14,121 | |||||||||||
Common Class C | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average number diluted shares outstanding adjustment | 165,971,000 | ||||||||||||
Antidilutive securities excluded from computation of earnings per share (shares) | 154,972,000 | 179,970,000 | |||||||||||
Stock Appreciation Rights (SARs) | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average number diluted shares outstanding adjustment | 421,000 | 1,896,000 | |||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average number diluted shares outstanding adjustment | 4,485,000 | 4,467,000 | |||||||||||
Common Class A | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average number diluted shares outstanding adjustment | 296,596,000 | ||||||||||||
Shares issued in exchange | 20,949,000 | 12,087,000 | |||||||||||
Employee Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average number diluted shares outstanding adjustment | 5,000 | ||||||||||||
Stock Appreciation Rights and Restricted Awards | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share (shares) | 5,127,000 | 9,509,000 | |||||||||||
Series 6 Convertible Preferred Shares | Stagwell Agency Holdings LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preference shares, outstanding (in shares) | 50,000,000 | ||||||||||||
Series 8 Preferred Stock | The Goldman Sachs Group, Inc. | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preference shares, outstanding (in shares) | 73,849,000 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 2.9 | 2.3 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 159,258 | $ 158,323 |
Fixed assets, accumulated depreciation | (81,433) | (59,445) |
Net Book Value | 77,825 | 98,878 |
Computers, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 60,131 | 56,788 |
Fixed assets, accumulated depreciation | (36,535) | (27,689) |
Net Book Value | 23,596 | 29,099 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 99,127 | 101,535 |
Fixed assets, accumulated depreciation | (44,898) | (31,756) |
Net Book Value | $ 54,229 | $ 69,779 |
Fixed Assets - Narrative (Detai
Fixed Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 29 | $ 26.5 | $ 15.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 1,566,956 | $ 1,652,723 | $ 351,725 |
Goodwill, Acquired During Period | 21,077 | 65,462 | 1,303,649 |
Goodwill, Impairment Loss | (116,714) | ||
Disposition | (98,779) | (935) | |
Goodwill, Foreign Currency Translation Gain (Loss) | 7,526 | (25,642) | (1,716) |
Other (2) | 2,035 | (8,873) | |
Goodwill. Ending Balance | 1,498,815 | 1,566,956 | 1,652,723 |
Integrated Agencies Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 968,394 | 1,153,073 | 95,164 |
Goodwill, Acquired During Period | 18,451 | 3,330 | 1,058,411 |
Goodwill, Impairment Loss | (49,840) | ||
Disposition | (98,779) | ||
Transfer of Goodwill between reporting segments | (8,517) | (111,065) | |
Goodwill, Foreign Currency Translation Gain (Loss) | 1,846 | (11,422) | (502) |
Other (2) | (15,682) | ||
Goodwill. Ending Balance | 881,395 | 968,394 | 1,153,073 |
Brand Performance Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 433,758 | 358,613 | 180,639 |
Goodwill, Acquired During Period | 2,626 | 26,176 | 178,994 |
Goodwill, Impairment Loss | (49,314) | ||
Transfer of Goodwill between reporting segments | 111,065 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 5,056 | (13,467) | (1,020) |
Other (2) | 220 | 685 | |
Goodwill. Ending Balance | 441,660 | 433,758 | 358,613 |
Communications Network | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 127,717 | 115,777 | 49,533 |
Goodwill, Acquired During Period | 6,569 | 66,244 | |
Transfer of Goodwill between reporting segments | 8,517 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 353 | (753) | |
Other (2) | 6,124 | ||
Goodwill. Ending Balance | 136,587 | 127,717 | 115,777 |
All Other | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 37,087 | 25,260 | 26,389 |
Goodwill, Acquired During Period | 29,387 | ||
Goodwill, Impairment Loss | (17,560) | ||
Disposition | (935) | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 271 | (194) | |
Other (2) | 1,815 | ||
Goodwill. Ending Balance | $ 39,173 | $ 37,087 | $ 25,260 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangibles: | ||
Intangible Assets, Gross | $ 1,152,012 | $ 1,135,762 |
Less Accumulated Amortization | (333,792) | (228,233) |
Total Intangible Assets, Net | 818,220 | 907,529 |
Customer Relationships | ||
Intangibles: | ||
Intangible Assets, Gross | 870,987 | 875,160 |
Less Accumulated Amortization | (218,808) | (150,655) |
Intangible Assets, Net | 652,179 | 724,505 |
Trademarks | ||
Intangibles: | ||
Intangible Assets, Gross | 188,820 | 197,037 |
Less Accumulated Amortization | (74,141) | (53,150) |
Intangible Assets, Net | 114,679 | 143,887 |
Software and Software Development Costs | ||
Intangibles: | ||
Intangible Assets, Gross | 70,622 | 42,234 |
Less Accumulated Amortization | (30,928) | (18,591) |
Intangible Assets, Net | 39,694 | 23,643 |
Other Intangible Assets | ||
Intangibles: | ||
Intangible Assets, Gross | 21,583 | 21,331 |
Less Accumulated Amortization | (9,915) | (5,837) |
Intangible Assets, Net | $ 11,668 | $ 15,494 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 106,514 |
2025 | 99,091 |
2026 | 89,824 |
2027 | 79,256 |
2028 | 71,734 |
Thereafter | $ 371,801 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Impairment Loss | $ 116,714 | ||
Impairment and other losses | $ 11,395 | 122,179 | $ 16,240 |
Goodwill, Impaired, Accumulated Impairment Loss | 116,700 | ||
Amortization of Intangible Assets | $ 112,200 | $ 103,100 | 61,100 |
Weighted Average | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
Integrated Agencies Network and Brand Performance Network | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment and other losses | $ 16,200 | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
Software and Software Development Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years |
Deferred Acquisition Consider_3
Deferred Acquisition Consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | Oct. 01, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | $ 161,323 | $ 161,323 | $ 222,369 | ||
Payments | 97,447 | 74,963 | |||
Adjustments to deferred acquisition consideration (2) | 14,303 | (12,779) | |||
Additions | 22,172 | 26,594 | |||
Deferred Policy Acquisition Costs, Foreign Currency Translation Gain (Loss) | 680 | (758) | |||
Other | 860 | 27 | |||
Ending balance of contingent payments | 101,058 | 161,323 | |||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 101,058 | 161,323 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 22,172 | 26,594 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (97,447) | (74,963) | |||
Targeted Victory | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 26.70% | ||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13.30% | ||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One & Two | 50% | 50% | |||
Contingent Payment | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | 69,900 | 69,900 | |||
Ending balance of contingent payments | 57,500 | 69,900 | |||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 57,500 | 69,900 | |||
Fixed payments | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | 91,400 | 91,400 | |||
Ending balance of contingent payments | 43,600 | 91,400 | |||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 43,600 | 91,400 | |||
Common Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | 51,600 | 51,600 | |||
Payments | (1,000) | (32,800) | |||
Ending balance of contingent payments | 29,300 | 51,600 | |||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 29,300 | $ 51,600 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 1,000 | $ 32,800 |
Deferred Acquisition Consider_4
Deferred Acquisition Consideration - Impact of Redemption Value Adjustments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Other | $ 860 | $ 27 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (97,447) | $ (74,963) | |
Adjustments to deferred acquisition consideration (2) | $ 14,303 | $ (12,779) |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | |
Leases [Abstract] | ||
Number of leases not yet commenced | lease | 3 | |
Leases not yet commenced, liability | $ 5,900 | |
ROU Lease and LHI, Impairment Loss | $ 10,000 | |
Operating Lease, Impairment Loss | $ 2,600 |
Leases - Lease Costs and Other
Leases - Lease Costs and Other Quantitative Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 76,750 | $ 75,190 | $ 46,019 |
Variable lease cost | 20,924 | 18,575 | 10,685 |
Sublease rental income | (9,659) | (14,446) | (7,367) |
Total lease cost | 88,015 | 79,319 | 49,337 |
Operating cash flows | 88,955 | 91,300 | 53,360 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 37,259 | $ 27,761 | $ 373,179 |
Weighted average remaining lease term (in years) - Operating leases | 6 years 4 months 28 days | ||
Weighted average discount rate - Operating leases | 5.50% |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 78,733 |
2025 | 68,302 |
2026 | 57,312 |
2027 | 52,130 |
2028 | 48,884 |
Thereafter | 112,102 |
Total | 417,463 |
Less: Present value discount | (70,257) |
Lease liability | $ 347,206 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 20, 2021 | |
Debt [Line Items] | |||
Debt issuance costs | $ (13,172) | $ (15,293) | |
Total long-term debt | 1,145,828 | 1,184,707 | |
Combined Credit Agreement | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 59,000 | 100,000 | |
Combined Credit Agreement | Secured Debt | SOFR | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 1% | ||
Combined Credit Agreement | Secured Debt | Federal Funds | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 0.50% | ||
5.625% Notes | Senior Notes | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 1,100,000 | 1,100,000 | |
Total long-term debt | $ 1,086,828 | $ 1,084,707 | |
Interest rate, stated percentage | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Aug. 20, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Aug. 02, 2021 | |
Debt [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 640 | $ 640 | $ 500 | ||||
Line of Credit Facility, Increase (Decrease), Net | 140 | ||||||
Maximum Restricted Payments under Credit Facility | 150 | 150 | |||||
Interest and Debt Expense | |||||||
Debt [Line Items] | |||||||
Interest expense, long-term debt | 88.7 | $ 73.8 | $ 29.6 | ||||
Amortization of debt issuance costs | $ 3.2 | 2.4 | $ 2.7 | ||||
Line of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | $ 15 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Long-term debt, term | 5 years | ||||||
Higher borrowing capacity option | $ 100 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | United Kingdom, Pounds | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | 50 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Euro Member Countries, Euro | |||||||
Debt [Line Items] | |||||||
Higher borrowing capacity option | 50 | ||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | 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 | Revolving Credit Facility | us-gaap_SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | |||||||
Debt [Line Items] | |||||||
Variable rate | 0.10% | ||||||
Letter of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 16.2 | $ 16.2 | $ 25.3 | ||||
Standby Letters of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 50 | ||||||
Senior Notes | 5.625% Notes | |||||||
Debt [Line Items] | |||||||
Aggregate principal amount | $ 1,100 | ||||||
Interest rate, stated percentage | 5.625% | ||||||
Percentage of principal amount redeemed | 40% | ||||||
Percentage of redemption price, change in ownership controllatest for redemption at face amount | 101% | ||||||
Percentage of redemption price, sale of certain assets | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period One | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Two | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 102.813% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Three | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 101.406% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Four | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 100% | ||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption With Equity Offering proceeds, Period One | |||||||
Debt [Line Items] | |||||||
Redemption price, percentage | 105.625% |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Net Periodic Pension Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Interest cost on benefit obligation | $ 1,486 | $ 1,104 | $ 441 |
Expected return on plan assets | (1,218) | (1,659) | (697) |
Net periodic benefit (income) loss | 201 | (555) | (256) |
Settlement (gain) | (501) | (198) | 0 |
Total periodic benefit income | $ (300) | $ (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 | ||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-Term Rate of Return on Plan Assets | 6.50% | 6.50% | 6.50% |
Actuarial (gain) loss | $ (67) |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions used to Determine Net Periodic Costs (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 5.47% | 2.82% | 2.62% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-Term Rate of Return on Plan Assets | 6.50% | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Current year actuarial (gain) | $ (405) | $ (4,088) | $ (722) |
Total recognized in other comprehensive (income) | (338) | (4,088) | (722) |
Total recognized in net periodic benefit (income) and other comprehensive (income) | (638) | $ (4,841) | $ (978) |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | $ 67 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in benefit obligation: | |||
Benefit obligation, beginning balance | $ 28,044 | $ 40,005 | $ 41,206 |
Interest cost on benefit obligation | 1,486 | 1,104 | 441 |
Actuarial (gain) loss | 535 | (10,930) | (1,091) |
Benefits paid | (3,604) | (2,135) | (551) |
Benefit Obligation, Ending balance | 26,461 | 28,044 | 40,005 |
Change in plan assets: | |||
Fair value of plan assets, beginning balance | 19,235 | 26,355 | 26,578 |
Actual gain (loss) on plan assets | 2,659 | (4,985) | 328 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | 4,106 | ||
Benefits paid | (3,604) | (2,135) | (551) |
Fair value of plan assets, Ending balance | 22,396 | 19,235 | 26,355 |
Unfunded status | $ 4,065 | $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Amounts recognized in the balance sheet consist of: | |||
Non-current liability | $ 4,065 | $ 8,809 | $ 13,650 |
Net amount recognized | $ 4,065 | $ 8,809 |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | |||
Accumulated net actuarial gains | $ (5,148) | $ (4,810) | $ (722) |
Amount recognized | $ 5,148 | $ 4,810 | $ 722 |
Employee Benefit Plans - Sche_7
Employee Benefit Plans - Schedule of Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 5.34% | 5.47% |
Employee Benefit Plans - Sche_8
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Fair value of plan assets, beginning balance | $ 22,396 | $ 19,235 | $ 26,355 | $ 26,578 |
Mutual Fund | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Fair value of plan assets, beginning balance | 21,500 | 18,400 | ||
Money Market Funds [Member] | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Fair value of plan assets, beginning balance | 800 | $ 800 | ||
Dividend Declared | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Fair value of plan assets, beginning balance | $ 100 |
Employee Benefit Plans - Sche_9
Employee Benefit Plans - Schedule of Allocation of Plan Assets (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 3.80% | 4.20% |
Equity Securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 65% | |
Actual Allocation | 69.60% | 67.40% |
Debt Securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 30% | |
Actual Allocation | 26.60% | 28.40% |
Employee Benefit Plans - Sch_10
Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Estimated Future Benefit Payments for FYE 12/31 | |
2024 | $ 1,900 |
2025 | 1,800 |
2026 | 1,800 |
2027 | 1,800 |
2028 | 1,800 |
Thereafter | 9,500 |
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | 1,100 |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 4,100 |
Noncontrolling and Redeemable_3
Noncontrolling and Redeemable Noncontrolling Interests - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | $ (42,142) | $ 21,990 | $ 15,296 | |||||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 634 | 8,135 | (412) | |||||||
Income attributable to noncontrolling interests | $ 45,073 | $ 2,464 | $ (1,771) | $ (4,258) | $ (6,029) | $ 39,626 | $ (3,565) | 41,508 | 30,125 | 14,884 |
Nonredeemable Noncontrolling Interest | 468,577 | 468,577 | 430,164 | |||||||
Stagwell Global | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 3,076 | 5,986 | 9,170 | |||||||
Income attributable to noncontrolling interests | (2,442) | 14,121 | ||||||||
Nonredeemable Noncontrolling Interest | 32,362 | 32,362 | 30,848 | |||||||
Stagwell Media | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 39,066 | 16,004 | $ 6,126 | |||||||
Income attributable to noncontrolling interests | (39,066) | 16,004 | ||||||||
Nonredeemable Noncontrolling Interest | $ 436,215 | $ 436,215 | $ 399,316 |
Noncontrolling and Redeemable_4
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest | ||||||
Beginning Balance | $ 39,111 | $ 39,111 | $ 43,364 | |||
Redemptions (1) | (1,400) | (22,172) | ||||
Redeemable noncontrolling interest, Distributions | 5,800 | 2,822 | ||||
Changes in redemption value | $ 3,834 | $ 72 | 8,711 | 442 | ||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | (634) | (8,135) | $ 412 | |||
Other | $ (545) | (155) | ||||
Ending Balance | $ 43,364 | 10,792 | $ 39,111 | $ 43,364 | ||
Vesting over period | ||||||
Noncontrolling Interest | ||||||
Ending Balance | $ 7,300 |
Noncontrolling and Redeemable_5
Noncontrolling and Redeemable Noncontrolling Interests (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 10,792 | $ 10,792 | $ 39,111 | $ 43,364 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (53,792) | $ 5,483 | $ (1,158) | $ 2,036 | $ 878 | $ 6,361 | (47,431) | (6,640) | (14,884) | |
Net Income (Loss) Attributable to Noncontrolling Interest | (45,073) | $ (2,464) | $ 1,771 | $ 4,258 | $ 6,029 | $ (39,626) | $ 3,565 | (41,508) | (30,125) | $ (14,884) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | (5,900) | $ 23,500 | ||||||||
Vesting over period | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | 7,300 | 7,300 | ||||||||
Termination, disability, or death | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 3,500 | $ 3,500 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details Textual) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 7.3 |
2024 | 7 |
2025 | 4.2 |
2026 | 3 |
2027 | 3.1 |
Thereafter | 3.8 |
Cloud Purchase Obligation, to be Paid, Year One | 5.7 |
Cloud Purchase Obligation, to be Paid, Year Two | 6.9 |
Cloud Purchase Obligation, to be Paid, Year Three | 8.7 |
Cloud Purchase Obligation, to be Paid, Year Four | 10.4 |
Cloud Purchase Obligation, to be Paid, Year Five | 12.7 |
Cloud Purchase Obligation, to be paid, after Year Five | $ 15.3 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share Based Compensation Performance and Time Based (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Performance-Based Awards | |||
Shares | |||
Beginning balance (in shares) | 2,386,000 | ||
Granted (in shares) | 1,328,000 | ||
Forfeited (in shares) | (3,000) | ||
Ending balance (in shares) | 3,711,000 | 2,386,000 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 7.74 | ||
Weighted average grant date fair value, granted (in dollars per share) | 7.24 | $ 8.68 | $ 7.03 |
Weighted average grant date fair value, forfeited (in dollars per share) | 5.01 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 7.56 | $ 7.74 | |
Time-Based Awards | |||
Shares | |||
Beginning balance (in shares) | 6,269,000 | ||
Granted (in shares) | 6,595,000 | ||
Vested (in shares) | (5,479,000) | ||
Forfeited (in shares) | (213,000) | ||
Ending balance (in shares) | 7,172,000 | 6,269,000 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 7.07 | ||
Weighted average grant date fair value, granted (in dollars per share) | 7.19 | $ 7.38 | $ 5.51 |
Weighted average grant date fair value, vested (in dollars per share) | 7 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 7.25 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 7.23 | $ 7.07 |
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, 2023 | Dec. 31, 2021 | |
Shares | ||
Beginning balance (in shares) | 4,845,000 | |
Granted (in shares) | 225,000 | |
Exercised (in shares) | (1,948,000) | |
Ending balance (in shares) | 3,122,000 | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 2.78 | |
Weighted average grant date fair value, granted (in dollars per share) | 2.23 | $ 2.39 |
Weighted average grant date fair value, exercised (in dollars per share) | 3.02 | |
Weighted average grant date fair value, ending balance (in dollars per share) | 2.59 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | 4.57 | |
Weighted average exercise price, granted (in dollars per share) | 6.79 | |
Weighted average exercise price, exercised (in dollars per share) | $ 2.93 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 2,400,000 |
Share Capital (Details Textual)
Share Capital (Details Textual) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
May 23, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2023 shares | May 11, 2023 shares | Mar. 01, 2023 USD ($) | |
Share Capital [Line Items] | |||||||
Stock Repurchased and Retired During Period, Shares | shares | 9,900,000 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 138,600 | ||||||
Stock Repurchased and Retired During Period | $ / shares | $ 6 | ||||||
Stock Repurchase Program, Increase in Authorized Amount | $ | $ 125,000 | ||||||
Stock Repurchase Program, Authorized Amount | $ | $ 250,000 | ||||||
Stock Repurchased During Period, Shares | shares | 23,300,000 | ||||||
Stock Repurchased During Period, Value | $ | $ 150,000 | ||||||
Stock Repurchased During Period, Per Share | $ / shares | $ 6.43 | ||||||
Class C Common Stock exchanged for Class A Common Stock | shares | 9,300,000 | ||||||
ESPP Maximum Eligible Percentage Withheld | 15% | ||||||
Repurchase of Common Stock under Repurchase Program | $ | $ 59,500 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 6,500,000 | 12,900,000 | |||||
Stock-based compensation | $ | $ 57,179 | $ 33,152 | $ 75,032 | ||||
Increase (Decrease) in Profit Interest Award, Liability | $ | $ 3,900 | $ (4,200) | |||||
Stock Appreciation Rights (SARs) | |||||||
Share Capital [Line Items] | |||||||
RSUs outstanding (shares) | shares | 3,122,000 | 4,845,000 | |||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.59 | $ 2.78 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.74 | $ 4.57 | |||||
Granted (in shares) | shares | 225,000 | ||||||
Exercised (in shares) | shares | (1,948,000) | ||||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | $ 2.23 | $ 2.39 | |||||
Weighted average exercise price, granted (in dollars per share) | $ / shares | 6.79 | ||||||
Weighted average grant date fair value, exercised (in dollars per share) | $ / shares | 3.02 | ||||||
Weighted average exercise price, exercised (in dollars per share) | $ / shares | $ 2.93 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 5% | 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, Options, Exercisable, Weighted Average Remaining Contractual Term | 0 years | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 400 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 500,000 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 7 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 7 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ | $ 5,300 | ||||||
SARs Modification expense | $ | 4,400 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | 8,100 | $ 100 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 5,300 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.12 | ||||||
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 | 0 years | 2 years 9 months 18 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 26.70% | 35.50% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 months 12 days | ||||||
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 | 42.10% | 38.10% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years | ||||||
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 | $ | $ 38,400 | $ 77,300 | $ 1,500 | ||||
Time-Based Awards | |||||||
Share Capital [Line Items] | |||||||
RSUs outstanding (shares) | shares | 7,172,000 | 6,269,000 | |||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 7.23 | $ 7.07 | |||||
Granted (in shares) | shares | 6,595,000 | ||||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | $ 7.19 | $ 7.38 | $ 5.51 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 21,300 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 8 months 1 day | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 8 months 1 day | ||||||
Performance-Based Awards | |||||||
Share Capital [Line Items] | |||||||
RSUs outstanding (shares) | shares | 3,711,000 | 2,386,000 | |||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 7.56 | $ 7.74 | |||||
Granted (in shares) | shares | 1,328,000 | ||||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | $ 7.24 | $ 8.68 | $ 7.03 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 12,300 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 3 months 29 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 3 months 29 days | ||||||
Stock Compensation Award | |||||||
Share Capital [Line Items] | |||||||
Stock-based compensation | $ | $ 51,200 | $ 36,700 | $ 75,000 | ||||
Share-Based Payment Arrangement, Noncash Expense, Income Tax Benefit | $ | $ 13,000 | 4,100 | $ 5,300 | ||||
Stock Appreciation Rights Granted in 2023 | |||||||
Share Capital [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.60% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||
Stock Appreciation Rights Granted in 2023 | Minimum | |||||||
Share Capital [Line Items] | |||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.10 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 34.60% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Stock Appreciation Rights Granted in 2023 | Maximum | |||||||
Share Capital [Line Items] | |||||||
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.35 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 4 years | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 36.70% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Other Awards | |||||||
Share Capital [Line Items] | |||||||
Profit interest award liability | $ | $ 20,300 | $ 21,000 | |||||
Common Class A | |||||||
Share Capital [Line Items] | |||||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | ||||||
Common Stock, Shares, Issued | shares | 118,500,000 | ||||||
Common stock, voting rights, number of votes per share | vote | 1 | ||||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP | shares | 2,900,000 | ||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | shares | 3,000,000 | ||||||
Common Class C | |||||||
Share Capital [Line Items] | |||||||
Common Stock, Shares Authorized | shares | 250,000,000 | ||||||
Common Stock, Shares, Outstanding | shares | 151,600,000 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2021 | Aug. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | $ 498,650 | $ 498,650 | ||||
Other comprehensive income before reclassifications | 2,411 | $ (10,200) | ||||
Other Comprehensive Income (Loss), Net of Tax | (4,447) | $ 5,278 | $ 375 | (8,334) | 33,685 | $ 5,278 |
Ending Balance | 356,695 | 498,650 | ||||
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | (15,478) | (15,478) | (5,278) | |||
Other Comprehensive Income (Loss), Net of Tax | (2,225) | 5,278 | (2,411) | 10,200 | ||
Ending Balance | (5,278) | (13,067) | (15,478) | (5,278) | ||
Defined Benefit Pension | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | 4,810 | 4,810 | 722 | |||
Other comprehensive income before reclassifications | 338 | 4,088 | ||||
Other Comprehensive Income (Loss), Net of Tax | (338) | (4,088) | ||||
Ending Balance | 722 | 5,148 | 4,810 | 722 | ||
Foreign Currency Translation | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | $ (20,288) | (20,288) | (6,000) | |||
Other comprehensive income before reclassifications | 2,073 | (14,288) | ||||
Other Comprehensive Income (Loss), Net of Tax | (2,073) | 14,288 | ||||
Ending Balance | $ (6,000) | $ (18,215) | $ (20,288) | $ (6,000) |
Schedule of Components by Juris
Schedule of Components by Jurisdiction - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||||||||
Current Federal Tax Expense (Benefit) | $ 4,868 | $ 13,229 | $ 7,259 | ||||||
Current State and Local Tax Expense (Benefit) | 3,103 | 8,106 | 7,459 | ||||||
Current Foreign Tax Expense (Benefit) | 13,143 | 22,368 | 12,498 | ||||||
Current Income Tax Expense (Benefit) | 21,114 | 43,703 | 27,216 | ||||||
Deferred Federal Income Tax Expense (Benefit) | 18,168 | (16,132) | (143) | ||||||
Deferred State and Local Income Tax Expense (Benefit) | 7,017 | 701 | (2,521) | ||||||
Deferred Foreign Income Tax Expense (Benefit) | (5,742) | (2,810) | (1,154) | ||||||
Deferred income taxes | 19,443 | (18,241) | (3,818) | ||||||
Income tax expense (benefit) | $ 35,560 | $ 4,324 | $ 437 | $ 236 | $ 673 | $ 4,997 | 40,557 | 25,462 | 23,398 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 91,069 | 75,585 | 59,558 | ||||||
Domestic Tax Authority | |||||||||
Income Tax [Line Items] | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 66,432 | 31,681 | 38,717 | ||||||
Foreign Tax Authority [Member] | |||||||||
Income Tax [Line Items] | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 24,637 | $ 43,904 | $ 20,841 |
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 | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 91,069 | $ 75,585 | $ 59,558 | ||||||
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 | $ 19,124 | $ 15,873 | $ 12,507 | ||||||
Effective Income Tax Rate Reconciliation, Impact of Disregarded Entity Structure | (8,520) | (3,355) | (6,954) | ||||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | (3,684) | 6,930 | 5,995 | ||||||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 8,422 | 8,807 | 4,327 | ||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Amount | 400 | (1,342) | 4,009 | ||||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 11,791 | 4,932 | (15) | ||||||
Effective Income Tax Rate Reconciliation,Prior Year Return-to-Provision Adjustments | (424) | (5,109) | 0 | ||||||
Effective Income Tax Rate Reconciliation,Prior Year Return-to-Provision Adjustments | 5,617 | (17,205) | 0 | ||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 0 | 14,645 | 0 | ||||||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | $ (516) | $ 1,286 | $ 3,529 | ||||||
Effective Income Tax Rate Reconciliation, Percent | 44.50% | 33.70% | 39.30% | ||||||
Income tax expense (benefit) | $ 35,560 | $ 4,324 | $ 437 | $ 236 | $ 673 | $ 4,997 | $ 40,557 | $ 25,462 | $ 23,398 |
Effective Income Tax Rate Reconciliation, Disposition of Business, Amount | $ 8,347 |
Schedule of tax effects of sign
Schedule of tax effects of significant temporary differences - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 29,835 | $ 44,001 | $ 33,112 | |
Deferred Tax Assets, Tax Credit Carryforwards | 6,355 | 7,104 | 6,644 | |
Deferred Tax Assets, Operating Lease Liability | 50,657 | 52,442 | 48,173 | |
Deferred Tax Asset, Interest Carryforward | 36,618 | 30,681 | 30,760 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 252 | 2,794 | 3,720 | |
Deferred Tax Asset, TRA and Related Step-up | 29,007 | 30,556 | 0 | |
Deferred Tax Assets, Other | 13,568 | 10,584 | 15,160 | |
Deferred Tax Assets, Gross | 166,292 | 178,162 | 137,569 | |
Deferred Tax Assets, Valuation Allowance | (26,288) | (14,395) | (5,825) | |
Deferred Tax Assets, Net of Valuation Allowance | 140,004 | 163,767 | 131,744 | |
Deferred Tax Liabilities, Operating Lease, Right-of-Use Assets | 38,261 | 40,012 | 37,001 | |
Deferred Tax Liabilities, Property, Plant and Equipment | 11,553 | 9,329 | 4,212 | |
Deferred Tax Liabilities, Goodwill and Intangible Assets | 83,335 | 85,990 | 83,607 | |
Deferred Tax Liabilities, Residual Basis Differences | 0 | 0 | $ 119,500 | 102,297 |
Deferred Tax Liabilities, Other | 205 | 940 | 6,854 | |
Deferred Tax Liabilities, Gross | 133,354 | 136,271 | 233,971 | |
Deferred Tax Liabilities, Net | 27,496 | 102,227 | ||
Deferred Income Tax Assets, Net | 47,159 | 68,375 | 866 | |
Deferred Tax Assets, Net | 6,650 | |||
Deferred tax liabilities, net | $ (40,509) | $ (40,879) | $ (103,093) |
Schedule of reconciliation of t
Schedule of reconciliation of the change in unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | $ (1,840) | $ (1,850) | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (289) | (477) | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (286) | (275) | |
Unrecognized Tax Benefits | 9 | 2,136 | $ 1,038 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | $ 288 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Feb. 01, 2022 | |
Income Tax Disclosure [Abstract] | |||||||||||
Tax Receivable Agreement, Deferred Tax Asset | $ 29,000 | $ 29,000 | $ 30,600 | ||||||||
Tax Receivable Agreement, Deferred Tax Liability | 26,900 | 26,900 | 26,600 | ||||||||
Pre-tax income | 91,069 | 75,585 | $ 59,558 | ||||||||
Establishment of a deferred tax asset related to the exchange | 30,556 | ||||||||||
Income tax expense (benefit) | 35,560 | $ 4,324 | $ 437 | $ 236 | $ 673 | $ 4,997 | $ 40,557 | $ 25,462 | $ 23,398 | ||
Effective Income Tax Rate Reconciliation, Percent | 44.50% | 33.70% | 39.30% | ||||||||
Income Tax [Line Items] | |||||||||||
Tax Receivable Agreement, Deferred Tax Liability | 26,900 | $ 26,900 | $ 26,600 | ||||||||
Tax Receivable Agreement, Deferred Tax Asset | 29,000 | 29,000 | 30,600 | ||||||||
Income Taxes Receivable | 21,600 | 21,600 | 5,200 | ||||||||
Taxes Payable | 5,700 | 5,700 | 13,500 | ||||||||
Income Taxes Receivable, Noncurrent | 12,500 | 12,500 | |||||||||
Deferred Tax Liabilities, Residual Basis Differences | 0 | 0 | 0 | $ 102,297 | $ 119,500 | ||||||
Deferred Tax Liability From Exchange of Paired Units for Class A Common Stock | $ 16,700 | ||||||||||
Deferred Tax Assets, Valuation Allowance | (26,288) | (26,288) | (14,395) | $ (5,825) | |||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 1,800 | 1,800 | 100 | ||||||||
Unrecognized Tax Benefits Including Income Tax Penalties and Interest Accrued | 1,800 | 1,800 | 2,200 | ||||||||
Operating Loss Carryforwards | 58,100 | 58,100 | |||||||||
General Business Tax Credit Carryforward | |||||||||||
Income Tax [Line Items] | |||||||||||
Tax Credit Carryforward, Amount | 6,400 | 6,400 | |||||||||
Domestic Tax Authority | |||||||||||
Income Tax [Line Items] | |||||||||||
Operating Loss Carryforwards | 13,800 | 13,800 | |||||||||
Subsidiaries | Foreign Tax Authority [Member] | |||||||||||
Income Tax [Line Items] | |||||||||||
Indefinite Loss Carry forwards | 46,300 | 46,300 | |||||||||
Operating Loss Carryforwards | $ 32,900 | ||||||||||
Subsidiaries | State and Local Jurisdiction | |||||||||||
Income Tax [Line Items] | |||||||||||
Indefinite Loss Carry forwards | 48,600 | 48,600 | |||||||||
Operating Loss Carryforwards | 8,000 | 8,000 | |||||||||
Subsidiaries | Domestic Tax Authority | |||||||||||
Income Tax [Line Items] | |||||||||||
Indefinite Loss Carry forwards | 17,100 | 17,100 | |||||||||
Maximum | |||||||||||
Income Tax [Line Items] | |||||||||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 100 | 100 | |||||||||
Minimum | |||||||||||
Income Tax [Line Items] | |||||||||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 0 | $ 0 |
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, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 1,100,000 | $ 1,100,000 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 1,010,658 | $ 902,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2023 |
Minimum | Fair Value, Inputs, Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.051 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | $ 9,474 | $ 21,042 | $ 10,826 |
Due from Related Parties | 6,792 | $ 6,646 | |
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 | 300 | $ 500 | 300 |
Notes Receivable, Related Parties | 800 | 3,600 | |
Affiliated entity | Polling Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1,046 | 3,450 | |
Due from Related Parties | 0 | 0 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 4,431 | ||
Affiliated entity | Marketing and advertising services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 894 | 7,449 | 950 |
Due from Related Parties | 4,381 | 4,831 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,576 | ||
Affiliated entity | Sales and management services | |||
Related Party Transaction [Line Items] | |||
Due to Related Parties | 600 | 1,400 | |
Expenses from transaction with related party | 2,400 | 2,000 | 800 |
Immediate family member of management | Polling Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1,042 | 379 | 436 |
Due from Related Parties | 160 | 280 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 1,903 | ||
Employee of Subsidiary | |||
Related Party Transaction [Line Items] | |||
Loans and Leases Receivable, Related Parties, Additions | 900 | ||
Immediate Family Member of Company's President | Polling Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 350 | 339 | |
Due from Related Parties | 39 | 0 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 830 | ||
Director | Marketing and advertising services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 2,576 | 2,240 | |
Due from Related Parties | 1,518 | 1,047 | |
Director | Technological Services | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expected Amount of Transactions with Related Party | 465 | ||
srt_DirectorMember | Marketing and advertising services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 800 | 1,000 | 700 |
Due from Related Parties | 800 | ||
Due to Related Parties | 700 | ||
Stagwell Affiliate | Beneficial owner | Marketing and Website Development Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 3,566 | 7,185 | $ 9,440 |
Due from Related Parties | 694 | $ 488 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | $ 6,496 |
Segment Information (Details 1)
Segment Information (Details 1) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Aug. 02, 2021 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) reportable_segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||
Number of reportable segments | reportable_segment | 3 | |||||||||
Revenues | $ 654,895 | $ 617,573 | $ 632,265 | $ 622,444 | $ 2,527,177 | $ 2,687,792 | $ 1,469,363 | |||
Adjusted EBITDA | (360,139) | (451,118) | (253,652) | |||||||
Depreciation, Depletion and Amortization, Nonproduction | (142,831) | (131,273) | (77,503) | |||||||
Asset Impairment Charges | (11,395) | (122,179) | (16,240) | |||||||
Stock-based compensation | (57,179) | (33,152) | (75,032) | |||||||
Deferred Acquisition Consideration Expense (Income) | (13,060) | 13,405 | (18,721) | |||||||
Other items, net | (45,147) | (18,691) | (21,430) | |||||||
Operating income | 90,527 | 159,228 | 44,726 | |||||||
Interest and Debt Expense | (90,644) | (76,062) | (31,894) | |||||||
Foreign exchange, net | (2,960) | (2,606) | (3,332) | |||||||
Other Nonoperating Income (Expense) | (359) | (4,975) | 7,020 | |||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 91,069 | 75,585 | 59,558 | |||||||
Income tax expense | 35,560 | 4,324 | 437 | 236 | $ 673 | $ 4,997 | 40,557 | 25,462 | 23,398 | |
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 54,782 | 3,121 | (4,749) | (2,642) | (7,391) | (4,270) | 50,512 | 50,123 | 36,160 | |
Income (Loss) from Equity Method Investments | (8,870) | (79) | (240) | |||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 46,359 | 3,117 | (4,965) | (2,869) | (7,834) | (4,717) | 41,642 | 50,044 | 35,920 | |
Net Income (Loss) Attributable to Noncontrolling Interest | (45,073) | (2,464) | 1,771 | 4,258 | 6,029 | $ (39,626) | 3,565 | (41,508) | (30,125) | (14,884) |
Net Income (Loss) Attributable to Parent | 1,286 | $ 653 | $ (3,194) | $ 1,389 | $ (1,805) | $ (1,152) | 134 | 19,919 | 21,036 | |
Long-Lived Assets | 332,100 | 332,100 | 372,400 | |||||||
UNITED STATES | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 2,048,229 | 2,218,681 | 1,219,816 | |||||||
Long-Lived Assets | 268,500 | 268,500 | 315,800 | |||||||
All other countries | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-Lived Assets | $ 63,600 | 63,600 | 56,700 | |||||||
Operating Segments | Integrated Agencies Network | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 1,378,109 | 1,474,970 | 771,123 | |||||||
Adjusted EBITDA | (271,322) | (292,293) | (165,385) | |||||||
Operating Segments | Brand Performance Network | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 768,776 | 757,208 | 424,632 | |||||||
Adjusted EBITDA | (96,015) | (115,835) | (65,942) | |||||||
Operating Segments | Communications Network | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 333,707 | 435,652 | 247,766 | |||||||
Adjusted EBITDA | (51,819) | (87,032) | (43,741) | |||||||
Operating Segments | All Other | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 46,585 | 19,962 | 25,842 | |||||||
Adjusted EBITDA | (10,607) | (931) | 772 | |||||||
Corporate, Non-Segment | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Adjusted EBITDA | $ 48,410 | $ 43,111 | $ 20,644 |
Accounting Changes and Error _3
Accounting Changes and Error Corrections (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other, net | $ (359) | $ (4,975) | $ 7,020 | ||||||||
Nonoperating Income (Expense) | 542 | (83,643) | 14,832 | ||||||||
Pre-tax income | 91,069 | 75,585 | 59,558 | ||||||||
Income tax expense (benefit) | $ 35,560 | $ 4,324 | $ 437 | $ 236 | $ 673 | $ 4,997 | 40,557 | 25,462 | 23,398 | ||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 54,782 | 3,121 | (4,749) | (2,642) | (7,391) | (4,270) | 50,512 | 50,123 | 36,160 | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 46,359 | 3,117 | (4,965) | (2,869) | (7,834) | (4,717) | 41,642 | 50,044 | 35,920 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | (45,073) | (2,464) | 1,771 | 4,258 | 6,029 | $ (39,626) | 3,565 | (41,508) | (30,125) | (14,884) | |
Net Income (Loss) Attributable to Parent | 1,286 | 653 | (3,194) | 1,389 | (1,805) | (1,152) | 134 | 19,919 | 21,036 | ||
Liabilities, Current | 1,374,329 | 1,374,329 | 1,370,196 | ||||||||
Deferred tax liabilities, net | 40,509 | 40,509 | 40,879 | 103,093 | |||||||
Other Liabilities, Noncurrent | 54,905 | 54,905 | 67,695 | ||||||||
Liabilities | 2,930,983 | 2,930,983 | 3,028,666 | ||||||||
Retained Earnings (Accumulated Deficit) | 21,148 | 21,148 | 22,095 | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (13,067) | (13,067) | (15,478) | ||||||||
Stockholders' Equity Attributable to Parent | 356,695 | 356,695 | 498,650 | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 468,577 | 468,577 | 430,164 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 825,272 | 825,272 | 928,814 | 879,040 | $ 398,543 | ||||||
Liabilities and Equity | 3,767,047 | 3,767,047 | 3,996,591 | ||||||||
Other Assets, Current | 94,054 | 94,054 | 74,011 | ||||||||
Assets, Current | 1,025,066 | 1,025,066 | 1,033,523 | ||||||||
Other Assets, Noncurrent | 92,843 | 92,843 | 116,138 | ||||||||
Assets | 3,767,047 | 3,767,047 | 3,996,591 | ||||||||
Accruals and other liabilities | 233,046 | 233,046 | 268,871 | ||||||||
Other comprehensive (loss) - Foreign currency translation adjustment | 14,120 | (13,516) | 2,945 | 4,447 | 7,392 | (6,124) | 7,996 | (37,773) | (6,000) | ||
Other Comprehensive Income, Other, Net of Tax | 14,458 | (13,516) | 2,945 | 4,447 | 7,392 | (6,124) | (33,685) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 60,817 | (10,399) | (2,020) | 1,578 | (442) | (10,841) | 49,976 | 16,359 | 30,642 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (53,792) | 5,483 | (1,158) | 2,036 | 878 | 6,361 | (47,431) | (6,640) | (14,884) | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 7,025 | (4,916) | (3,178) | 3,614 | 436 | (4,480) | 2,545 | 9,719 | 15,758 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 53,792 | $ (5,483) | $ 1,158 | $ (2,036) | $ (878) | $ (6,361) | $ 47,431 | $ 6,640 | $ 14,884 | ||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ (0.03) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0 | $ 0.16 | $ (0.04) | ||
Earnings per share, diluted | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.01) | $ (0.01) | $ 0 | $ 0.12 | $ (0.04) | ||
Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other, net | $ (7,059) | ||||||||||
Nonoperating Income (Expense) | (85,727) | ||||||||||
Pre-tax income | 73,501 | ||||||||||
Income tax expense (benefit) | $ 5,717 | $ 2,384 | $ 8,101 | $ 12,425 | 7,580 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | (10,029) | (4,790) | (14,819) | (11,698) | 65,921 | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (10,245) | (5,017) | (15,262) | (12,145) | 65,842 | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 5,552 | 5,460 | 11,012 | 8,548 | (38,573) | ||||||
Net Income (Loss) Attributable to Parent | (4,693) | 443 | (4,250) | (3,597) | 27,269 | ||||||
Liabilities, Current | 1,349,802 | ||||||||||
Deferred tax liabilities, net | 40,109 | ||||||||||
Other Liabilities, Noncurrent | 69,780 | ||||||||||
Liabilities | 3,009,587 | ||||||||||
Retained Earnings (Accumulated Deficit) | 29,445 | ||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (38,941) | ||||||||||
Stockholders' Equity Attributable to Parent | 482,537 | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 462,097 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 944,634 | ||||||||||
Liabilities and Equity | 3,993,332 | ||||||||||
Other Assets, Current | 71,443 | ||||||||||
Assets, Current | 1,030,955 | ||||||||||
Other Assets, Noncurrent | 115,447 | ||||||||||
Assets | 3,993,332 | ||||||||||
Accruals and other liabilities | 248,477 | ||||||||||
Other comprehensive (loss) - Foreign currency translation adjustment | 2,938 | 4,425 | 7,363 | (6,153) | (37,751) | ||||||
Other Comprehensive Income, Other, Net of Tax | 2,938 | 4,425 | 7,363 | (6,153) | (33,663) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (7,307) | (592) | (7,899) | (18,298) | 32,179 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2,623 | 26,723 | 29,346 | 34,829 | (38,573) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (4,684) | 26,131 | 21,447 | 16,531 | (6,394) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ (2,623) | $ (26,723) | $ (29,346) | $ (34,829) | $ 38,573 | ||||||
Earnings per share, basic | $ (0.04) | $ 0 | $ (0.04) | $ (0.03) | $ 0.22 | ||||||
Earnings per share, diluted | $ (0.04) | $ (0.01) | $ (0.04) | $ (0.03) | $ 0.17 | ||||||
Restatement Adjustment | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other, net | $ 2,084 | ||||||||||
Nonoperating Income (Expense) | 2,084 | ||||||||||
Pre-tax income | 2,084 | ||||||||||
Income tax expense (benefit) | $ (5,280) | $ (2,148) | $ (7,428) | $ (7,428) | 17,882 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (3,781) | (1,202) | (4,983) | (4,983) | 8,448 | ||||||
Net Income (Loss) Attributable to Parent | 1,499 | 946 | 2,445 | 2,445 | (7,350) | ||||||
Liabilities, Current | 20,394 | ||||||||||
Deferred tax liabilities, net | 770 | ||||||||||
Other Liabilities, Noncurrent | (2,085) | ||||||||||
Liabilities | 19,079 | ||||||||||
Retained Earnings (Accumulated Deficit) | (7,350) | ||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 23,463 | ||||||||||
Stockholders' Equity Attributable to Parent | 16,113 | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | (31,933) | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (15,820) | ||||||||||
Liabilities and Equity | 3,259 | ||||||||||
Other Assets, Current | 2,568 | ||||||||||
Assets, Current | 2,568 | ||||||||||
Other Assets, Noncurrent | 691 | ||||||||||
Assets | 3,259 | ||||||||||
Accruals and other liabilities | 20,394 | ||||||||||
Other comprehensive (loss) - Foreign currency translation adjustment | 7 | 22 | 29 | 29 | (22) | ||||||
Other Comprehensive Income, Other, Net of Tax | 7 | 22 | 29 | 29 | (22) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 5,287 | 2,170 | 7,457 | 7,457 | (15,820) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (3,781) | (24,687) | (28,468) | (28,468) | 31,933 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 1,506 | (22,517) | (21,011) | (21,011) | 16,113 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 3,781 | $ 24,687 | $ 28,468 | $ 28,468 | $ (31,933) | ||||||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.06) | ||||||
Earnings per share, diluted | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.05) |
Interim Reporting (Details)
Interim Reporting (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2023 | Aug. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 654,895 | $ 617,573 | $ 632,265 | $ 622,444 | $ 2,527,177 | $ 2,687,792 | $ 1,469,363 | ||||
Cost of services | 419,865 | 384,980 | 402,431 | 413,898 | 1,621,174 | 1,673,576 | 906,856 | ||||
Income tax expense (benefit) | 35,560 | 4,324 | 437 | 236 | $ 673 | $ 4,997 | 40,557 | 25,462 | 23,398 | ||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 54,782 | 3,121 | (4,749) | (2,642) | (7,391) | (4,270) | 50,512 | 50,123 | 36,160 | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 46,359 | 3,117 | (4,965) | (2,869) | (7,834) | (4,717) | 41,642 | 50,044 | 35,920 | ||
Income attributable to noncontrolling interests | 45,073 | 2,464 | (1,771) | (4,258) | (6,029) | $ 39,626 | (3,565) | 41,508 | 30,125 | 14,884 | |
Net Income (Loss) Attributable to Parent | $ 1,286 | $ 653 | $ (3,194) | $ 1,389 | $ (1,805) | $ (1,152) | $ 134 | $ 19,919 | $ 21,036 | ||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ (0.03) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0 | $ 0.16 | $ (0.04) | ||
Earnings per share, diluted | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.01) | $ (0.01) | $ 0 | $ 0.12 | $ (0.04) | ||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 14,120 | $ (13,516) | $ 2,945 | $ 4,447 | $ 7,392 | $ (6,124) | $ 7,996 | $ (37,773) | $ (6,000) | ||
Other Comprehensive Income, Other, Net of Tax | 14,458 | (13,516) | 2,945 | 4,447 | 7,392 | (6,124) | (33,685) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 60,817 | (10,399) | (2,020) | 1,578 | (442) | (10,841) | 49,976 | 16,359 | 30,642 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (53,792) | 5,483 | (1,158) | 2,036 | 878 | 6,361 | (47,431) | (6,640) | (14,884) | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 7,025 | (4,916) | (3,178) | 3,614 | 436 | (4,480) | 2,545 | 9,719 | 15,758 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Income tax expense (benefit) | 35,560 | 4,324 | 437 | 236 | 673 | 4,997 | 40,557 | 25,462 | 23,398 | ||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 54,782 | 3,121 | (4,749) | (2,642) | (7,391) | (4,270) | 50,512 | 50,123 | 36,160 | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 46,359 | 3,117 | (4,965) | (2,869) | (7,834) | (4,717) | 41,642 | 50,044 | 35,920 | ||
Income attributable to noncontrolling interests | 45,073 | 2,464 | (1,771) | (4,258) | (6,029) | 39,626 | (3,565) | 41,508 | 30,125 | 14,884 | |
Net Income (Loss) Attributable to Parent | $ 1,286 | $ 653 | $ (3,194) | $ 1,389 | $ (1,805) | $ (1,152) | $ 134 | $ 19,919 | $ 21,036 | ||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ (0.03) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0 | $ 0.16 | $ (0.04) | ||
Earnings per share, diluted | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.01) | $ (0.01) | $ 0 | $ 0.12 | $ (0.04) | ||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 14,120 | $ (13,516) | $ 2,945 | $ 4,447 | $ 7,392 | $ (6,124) | $ 7,996 | $ (37,773) | $ (6,000) | ||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 60,817 | (10,399) | (2,020) | 1,578 | (442) | (10,841) | 49,976 | 16,359 | 30,642 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 53,792 | (5,483) | 1,158 | (2,036) | (878) | (6,361) | 47,431 | 6,640 | 14,884 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 7,025 | (4,916) | (3,178) | 3,614 | 436 | (4,480) | 2,545 | 9,719 | 15,758 | ||
Other Comprehensive Income, Other, Net of Tax | $ 14,458 | $ (13,516) | 2,945 | 4,447 | 7,392 | (6,124) | (33,685) | ||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (42,142) | 21,990 | 15,296 | ||||||||
Other Comprehensive Income (Loss), Net of Tax | 4,447 | $ (5,278) | (375) | 8,334 | (33,685) | $ (5,278) | |||||
Retained Earnings [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net income | 1,389 | 134 | 19,919 | ||||||||
Noncontrolling Interests | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Income attributable to noncontrolling interests | 14,884 | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Income attributable to noncontrolling interests | $ 14,884 | ||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (1,715) | 41,508 | 30,125 | ||||||||
Other Comprehensive Income (Loss), Net of Tax | 2,222 | (5,923) | 23,485 | ||||||||
Accumulated Other Comprehensive Loss | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 2,225 | $ (5,278) | $ 2,411 | (10,200) | |||||||
Previously Reported | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Income tax expense (benefit) | 5,717 | 2,384 | 8,101 | 12,425 | 7,580 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | (10,029) | (4,790) | (14,819) | (11,698) | 65,921 | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (10,245) | (5,017) | (15,262) | (12,145) | 65,842 | ||||||
Income attributable to noncontrolling interests | (5,552) | (5,460) | (11,012) | (8,548) | 38,573 | ||||||
Net Income (Loss) Attributable to Parent | $ (4,693) | $ 443 | $ (4,250) | $ (3,597) | $ 27,269 | ||||||
Earnings per share, basic | $ (0.04) | $ 0 | $ (0.04) | $ (0.03) | $ 0.22 | ||||||
Earnings per share, diluted | $ (0.04) | $ (0.01) | $ (0.04) | $ (0.03) | $ 0.17 | ||||||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 2,938 | $ 4,425 | $ 7,363 | $ (6,153) | $ (37,751) | ||||||
Other Comprehensive Income, Other, Net of Tax | 2,938 | 4,425 | 7,363 | (6,153) | (33,663) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (7,307) | (592) | (7,899) | (18,298) | 32,179 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2,623 | 26,723 | 29,346 | 34,829 | (38,573) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (4,684) | 26,131 | 21,447 | 16,531 | (6,394) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Income tax expense (benefit) | 5,717 | 2,384 | 8,101 | 12,425 | 7,580 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | (10,029) | (4,790) | (14,819) | (11,698) | 65,921 | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (10,245) | (5,017) | (15,262) | (12,145) | 65,842 | ||||||
Income attributable to noncontrolling interests | (5,552) | (5,460) | (11,012) | (8,548) | 38,573 | ||||||
Net Income (Loss) Attributable to Parent | $ (4,693) | $ 443 | $ (4,250) | $ (3,597) | $ 27,269 | ||||||
Earnings per share, basic | $ (0.04) | $ 0 | $ (0.04) | $ (0.03) | $ 0.22 | ||||||
Earnings per share, diluted | $ (0.04) | $ (0.01) | $ (0.04) | $ (0.03) | $ 0.17 | ||||||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 2,938 | $ 4,425 | $ 7,363 | $ (6,153) | $ (37,751) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (7,307) | (592) | (7,899) | (18,298) | 32,179 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (2,623) | (26,723) | (29,346) | (34,829) | 38,573 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (4,684) | 26,131 | 21,447 | 16,531 | (6,394) | ||||||
Other Comprehensive Income, Other, Net of Tax | 2,938 | 4,425 | 7,363 | (6,153) | (33,663) | ||||||
Other Comprehensive Income (Loss), Net of Tax | 4,425 | ||||||||||
Previously Reported | Retained Earnings [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net income | 443 | ||||||||||
Previously Reported | Noncontrolling Interests | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (2,917) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (21,263) | ||||||||||
Previously Reported | Accumulated Other Comprehensive Loss | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 25,688 | ||||||||||
Restatement Adjustment | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Income tax expense (benefit) | (5,280) | (2,148) | (7,428) | (7,428) | 17,882 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Income attributable to noncontrolling interests | 3,781 | 1,202 | 4,983 | 4,983 | (8,448) | ||||||
Net Income (Loss) Attributable to Parent | $ 1,499 | $ 946 | $ 2,445 | $ 2,445 | $ (7,350) | ||||||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.06) | ||||||
Earnings per share, diluted | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.05) | ||||||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 7 | $ 22 | $ 29 | $ 29 | $ (22) | ||||||
Other Comprehensive Income, Other, Net of Tax | 7 | 22 | 29 | 29 | (22) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 5,287 | 2,170 | 7,457 | 7,457 | (15,820) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (3,781) | (24,687) | (28,468) | (28,468) | 31,933 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 1,506 | (22,517) | (21,011) | (21,011) | 16,113 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Income tax expense (benefit) | (5,280) | (2,148) | (7,428) | (7,428) | 17,882 | ||||||
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 5,280 | 2,148 | 7,428 | 7,428 | (15,798) | ||||||
Income attributable to noncontrolling interests | 3,781 | 1,202 | 4,983 | 4,983 | (8,448) | ||||||
Net Income (Loss) Attributable to Parent | $ 1,499 | $ 946 | $ 2,445 | $ 2,445 | $ (7,350) | ||||||
Earnings per share, basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.06) | ||||||
Earnings per share, diluted | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | $ (0.05) | ||||||
Other comprehensive (loss) - Foreign currency translation adjustment | $ 7 | $ 22 | $ 29 | $ 29 | $ (22) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 5,287 | 2,170 | 7,457 | 7,457 | (15,820) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 3,781 | 24,687 | 28,468 | 28,468 | (31,933) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 1,506 | (22,517) | (21,011) | (21,011) | 16,113 | ||||||
Other Comprehensive Income, Other, Net of Tax | $ 7 | 22 | $ 29 | $ 29 | $ (22) | ||||||
Other Comprehensive Income (Loss), Net of Tax | 22 | ||||||||||
Restatement Adjustment | Retained Earnings [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net income | 946 | ||||||||||
Restatement Adjustment | Noncontrolling Interests | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 1,202 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 23,485 | ||||||||||
Restatement Adjustment | Accumulated Other Comprehensive Loss | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | $ (23,463) |
SEC Schedule, Article 12-09, _2
SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | $ 7,072 | $ 10,369 | $ 5,638 | $ 5,109 |
Charged to Costs and Expenses | 2,589 | 7,755 | 2,037 | |
Removal of Uncollectible Receivables | (5,939) | (2,908) | (1,482) | |
Translation Adjustments Increase (Decrease) | 53 | (116) | (26) | |
Balance at the End of Period | 7,072 | 10,369 | 5,638 | |
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 | 26,288 | 14,395 | 5,825 | $ 5,551 |
Charged to Costs and Expenses | 11,791 | 4,932 | (15) | |
Translation Adjustments Increase (Decrease) | 102 | 0 | 0 | |
Other | 0 | 3,638 | 289 | |
Balance at the End of Period | $ 26,288 | $ 14,395 | $ 5,825 |
Uncategorized Items - stgw-2023
Label | Element | Value |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 70,427,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 39,251,000 |
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (27,955,000) |
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 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | 10,165,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 157,267,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 8,896,000 |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 778,658,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 7,297,000 |
Stockholders' Equity, Other1 | stgw_StockholdersEquityOther1 | 300,000 |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsDeclared | 204,929,000 |
Member Units [Member] | ||
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Stock Issued During Period, Value, Noncontrolling | stgw_StockIssuedDuringPeriodValueNoncontrolling | (178,372,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 24,742,000 |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (375,000) |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsDeclared | 204,929,000 |
Retained Earnings [Member] | ||
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 3,834,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (558,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (3,706,000) |
Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 14,884,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | (24,367,000) |
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (2,719,000) |
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) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | 10,951,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 143,134,000 |
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, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | (1,549,000) |
Stockholders' Equity, Other1 | stgw_StockholdersEquityOther1 | 300,000 |
Parent [Member] | ||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 70,427,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 24,367,000 |
Contribution from Limited Liability Company (LLC) | stgw_ContributionFromLimitedLiabilityCompanyLLC | 250,000 |
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 72,000 |
Redeemable noncontrolling interest, changes in redemption value | stgw_Redeemablenoncontrollinginterestchangesinredemptionvalue | 3,834,000 |
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (25,236,000) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (786,000) |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 14,133,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 24,742,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (3,706,000) |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 142,242,000 |
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) |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 8,846,000 |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsDeclared | 204,929,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 209,947,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross | (2,000) |
Reclassification from Noncontrolling Interest to Redeemable Noncontrolling Interest | stgw_ReclassificationFromNoncontrollingInterestToRedeemableNoncontrollingInterest | (25,236,000) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (228,000) |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | 14,138,000 |
Stock Repurchased and Retired During Period, Value | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 841,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | 110,555,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | 8,845,000 |
Stockholders Equity, Tax Impact on Step Up Transactions | stgw_StockholdersEquityTaxImpactOnStepUpTransactions | 23,108,000 |
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition | 70,427,000 |
Preferred Stock [Member] | ||
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 |
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) |
Common Class A and B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | $ 33,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross | $ 2,000 |
Stock Repurchased and Retired During Period, Shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodShares | 14,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 4,476,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | $ (5,000) |
Stock Issued During Period, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodNoncontrollingInterestIncreaseFromBusinessCombination | 78,794,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | $ 77,000 |
Stockholders Equity, Impact of Adjustment on Noncontrolling Interest | stgw_StockholdersEquityImpactOfAdjustmentOnNoncontrollingInterest | $ 1,000 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross | 1,962,000 |
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 33,035,000 |
Common Class C [Member] | Common Stock [Member] | ||
Stock Issued During Period, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodNoncontrollingInterestIncreaseFromBusinessCombination | 179,970,000 |
Stock Issued During Period, Value, Noncontrolling Interest, Increase from Business Combination | stgw_StockIssuedDuringPeriodValueNoncontrollingInterestIncreaseFromBusinessCombination | $ 2,000 |