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Segment Information

12 Months Ended

Dec. 31, 2020

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.

The CODM uses Adjusted EBITDA (defined below) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income (loss) attributable to MDC Partners Inc. common shareholders plus or minus adjustments to Operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates and other items. Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates, less contributions to date, plus undistributed earnings (losses). Other items, net includes items such as severance expense and other restructuring expenses, including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.

Effective in the first quarter of 2020, the Company reorganized its management structure resulting in the aggregation of certain Partner Firms into integrated groups (“Networks”). Mr. Penn appointed key agency executives, that report directly into him to lead each Network. In connection with the reorganization, we reassessed our reportable segments to align our external reporting with how we operate the Networks under our new organizational structure. Prior periods presented have been recast to reflect the change in reportable segments.

The three reportable segments that resulted from our reassessment are as follows: “Integrated Networks - Group A,” “Integrated Networks - Group B” and the “Media & Data Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described in Note 2 of the Notes to the Consolidated Financial Statements included herein.

•The Integrated Networks - Group A reportable segment is comprised of the Anomaly Alliance (Anomaly, Concentric Partners, Hunter, Mono, Y Media Labs) and Colle McVoy operating segments.

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

The operating segments aggregated within the Integrated Networks - Group A and B reportable segments provide a range of services for their clients, primarily including strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television broadcast) as well as public relations and communications services, experiential, social media and influencer marketing. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments compete with each other for new business and from time to time have business move between them. While the operating segments are similar in nature, the distinction between the Integrated Networks - Group A and B is the aggregation of operating segments that have the most similar historical and expected average long-term profitability.

•The Media & Data Network reportable segment is comprised of a single operating segment that combines media buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast) with technology and data capabilities.

•All Other consists of the Company’s remaining operating segments that provide a range of services including advertising, public relations and marketing communication services, but generally do not have similar services offerings or financial characteristics as those aggregated in the reportable segments. The All Other category includes Allison & Partners, Bruce Mau, Forsman & Bodenfors, Hello, Team and Vitro.

•Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category.


	Years Ended December 31,
	2020		2019		2018
Revenue:
Integrated Networks - Group A	$	379,648	$	392,101	$	393,890
Integrated Networks - Group B	435,589		531,717		551,317
Media & Data Network	139,015		161,451		183,287
All Other	244,759		330,534		346,594

Total	$	1,199,011	$	1,415,803	$	1,475,088

Adjusted EBITDA:
Integrated Networks - Group A	$	79,793	$	74,822	$	75,609
Integrated Networks - Group B	84,297		84,568		74,091
Media & Data Network	9,707		7,746		12,205
All Other	30,755		37,618		38,307
Corporate	(27,220)		(30,601)		(38,761)
Total Adjusted EBITDA	$	177,332	$	174,153	$	161,451

Depreciation and amortization	$	(36,905)	$	(38,329)	$	(46,196)
Impairment and other losses	(96,399)		(8,599)		(87,204)
Stock compensation expense	(14,179)		(31,040)		(18,416)
Deferred acquisition consideration expense/(income)	(42,187)		(5,403)		457
Loss on investments	(2,175)		(2,048)		(779)
Other expense	(31,244)		(9,274)		(7,879)
Total Operating Income (Loss)	$	(45,757)	$	79,460	$	1,434

Other Income (Expenses):
Interest expense and finance charges, net	$	(62,163)	$	(64,942)	$	(67,075)
Foreign exchange gain (loss)	(982)		8,750		(23,258)
Other, net	20,500		(2,401)		230
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	(88,402)		20,867		(88,669)
Income tax expense	116,555		10,316		29,615
Income (loss) before equity in earnings of non-consolidated affiliates	(204,957)		10,551		(118,284)
Equity in earnings of non-consolidated affiliates	(2,240)		352		62
Net income (loss)	(207,197)		10,903		(118,222)
Net income attributable to the noncontrolling interest	(21,774)		(16,156)		(11,785)
Net loss attributable to MDC Partners Inc.	(228,971)		(5,253)		(130,007)
Accretion on and net income allocated to convertible preference shares	(14,179)		(12,304)		(8,355)
Net loss attributable to MDC Partners Inc. common shareholders	$	(243,150)	$	(17,557)	$	(138,362)


	Years Ended December 31,
	2020		2019		2018
Depreciation and amortization:	(Dollars in Thousands)
Integrated Networks - Group A	$	6,467	$	8,559	$	9,602
Integrated Networks - Group B	17,204		15,904		19,032
Media & Data Network	4,376		4,303		3,820
All Other	7,478		8,695		12,980
Corporate	1,380		868		762
Total	$	36,905	$	38,329	$	46,196

Stock-based compensation:
Integrated Networks - Group A	$	7,580	$	24,420	$	5,792
Integrated Networks - Group B	3,191		4,303		6,890
Media & Data Network	122		63		320
All Other	304		374		755
Corporate	2,982		1,880		4,659
Total	$	14,179	$	31,040	$	18,416

Capital expenditures:
Integrated Networks - Group A	$	1,087	$	5,934	$	8,228
Integrated Networks - Group B	987		9,270		6,352
Media & Data Network	569		627		1,632
All Other	966		2,729		3,985
Corporate	33,694		36		67
Total	$	37,303	$	18,596	$	20,264

A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, by geographic region at December 31, is set forth in the following table.


	United States		Canada		Other		Total
Long-lived Assets
2020	$	80,447	$	3,461	$	6,505	$	90,413
2019	$	68,497	$	4,475	$	8,082	$	81,054

Goodwill and Intangible Assets
2020	$	614,168	$	51,267	$	36,620	$	702,055
2019	$	659,584	$	64,842	$	62,158	$	786,584

The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.

Corporate’s capital expenditures in 2020 are primarily for leasehold improvements at its new headquarters at One World Trade Center in connection with the centralization of the Company’s New York real estate portfolio. As of December 31, 2020, the Company had $12,993 of capital expenditures that were incurred in the current year, but not yet paid.

A summary of the Company’s revenue by geographic region at December 31 is set forth in the following table.


	United States		Canada		Other		Total
Revenue:
2020	$	959,636	$	81,930	$	157,445	$	1,199,011
2019	$	1,116,045	$	105,067	$	194,691	$	1,415,803
2018	$	1,152,399	$	124,001	$	198,688	$	1,475,088