14. 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”) to make decisions regarding resource allocation for the segment and assess its performance. During June 2016, the Company entered into a Separation and Release Agreement with its former Chief Operating Officer in connection with a limited restructuring of the Company’s corporate department. This change to the Company’s management structure was designed to provide the CODM greater visibility into the operating performance of individual Partner Firms and resulted in a corresponding change in the level at which the CODM reviews the operating results of such Partner Firms. As a result, in the third quarter of 2016, the Company concluded that each Partner Firm represents an operating segment. The Company then determined to aggregate its Partner Firms to report in one reportable segment along with an “All Other” category.

Based in part on feedback from the SEC, the Company performed a comprehensive review of its reportable segments to determine if aggregation of its operating segments is consistent with the principles detailed in ASC 280. Based on this review, it was determined that the Company misapplied ASC 280 in its identification of reportable segments following the change in the Company’s management structure. The Company incorrectly concluded that there was one reportable segment since the third quarter of 2016. This misapplication of the standard had no impact on the Company’s consolidated statements of operations, balance sheets, or cash flows. Based on the comprehensive review, the Company reassessed the aggregation of its operating segments, identified four new reportable segments and revised the composition of the “All Other” category. This determination was based upon a quantitative analysis of the expected and reported average long-term profitability for each Partner Firm, together with an assessment of the qualitative characteristics set forth in FASB ASC 280-10-50.

The four reportable segments that meet the appropriate aggregation criteria are as follows: “Global Integrated Agencies”; “Domestic Creative Agencies”; “Specialist Communications”; and “Media Services". In addition, the Company combines and discloses those Partner Firms 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 1 and 2, respectively.

•

The Global Integrated Agencies reportable segment is comprised of the Company’s six global, integrated Partner Firms with broad marketing communication capabilities, including advertising, branding, digital, social media, design and production services, serving multinational clients around the world. Each Partner Firm within this segment represents an operating segment which includes 72andSunny, Anomaly, Crispin Porter + Bogusky, Doner, Forsman & Bodenfors, and kbs. These Partner Firms share similar characteristics related to (i) the nature of their services; (ii) the type of global 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 Partner Firms compete with each other for new business and often have business move between them. The Company believes the expected average long-term profitability is similar among the Partner Firms aggregated in the Global Integrated Agencies segment.

•

The Domestic Creative Agencies reportable segment is comprised of four Partner Firms that are national advertising agencies leveraging creative capabilities at their core. Each Partner Firm within this segment represents an operating segment which includes Colle + McVoy, Laird+Partners, Mono Advertising and Union. These Partner Firms share similar characteristics related to (i) the nature of their creative advertising services; (ii) the type of domestic client accounts and the methods used to provide services; and (iii) the extent to which they may be impacted by domestic economic and policy factors within North America. In addition, these Partner Firms compete with each other for new business and often have business move between them. The Company believes the expected average long-term profitability is similar among the Partner Firms aggregated in the Domestic Creative Agencies segment.

•

The Specialist Communications reportable segment is comprised of seven Partner Firms that are each communications agencies with core service offerings in public relations and related communications services. Each Partner Firm within this segment represents an operating segment which includes Allison & Partners, Hunter PR, HL Group Partners, Kwittken, Luntz Global, Sloane & Company and Veritas. These Partner Firms share similar characteristics related to (i) the nature of their public relations and communication services, including content creation, social media and influencer marketing; (ii) the type of client accounts and the methods used to provide services; (iii) the extent to which they may be impacted by domestic economic and policy factors within North America; and (iv) the regulatory environment regarding public relations and social media. In addition, these Partner Firms compete with each other for new business and often have business move between them. The Company believes the expected average long-term profitability is similar among the Partner Firms aggregated in the Specialist Communications segment.

•

The Media Services reportable segment is comprised of a unique single operating segment known as MDC Media Partners. MDC Media Partners is comprised of the Company’s network of stand-alone agencies with media buying and planning as their core competency, including the integrated platform Assembly. The agencies within this single operating segment share a Chief Executive Officer and Chief Financial Officer, who have operational oversight of these agencies. These agencies provide other services, including influencer marketing, content, insights & analytics, out-of-home, paid search, social media, lead generation, programmatic, artificial intelligence, and corporate barter. MDC Media Partners operates primarily in North America.

•

All Other consists of the Company’s remaining Partner Firms that provide a range of diverse marketing communication services, but generally do not have similar services offerings or financial characteristics as those aggregated in the reportable segments. Each Partner Firm within the All Other category represents an operating segment which includes 6Degrees, Bruce Mau Design, Concentric Partners, Civilian, Gale Partners, Hello Design, Kenna, Kingsdale, Northstar Research Partners, Redscout, Relevent, Source Marketing, Team, Vitro, Yamamoto and Y Media Labs. The nature of the specialist services provided by these Partner Firms varies among each other and from those Partner Firms aggregated into the reportable segments. This results in these Partner Firms having current and long-term performance expectations inconsistent with those Partner Firms aggregated in the reportable segments.

•

Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the Partner Firms, as well as certain other centrally managed expenses that are not fully allocated to the Partner Firms. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the Partner Firms, (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 Partner Firms are allocated to the appropriate reportable segment and the All Other category.

Prior year results have been recast to reflect the new segment reporting.



	Years Ended December 31,
	2016			2015			2014
Revenue:
Global Integrated Agencies	$	696,410		$	652,987		$	600,150
Domestic Creative Agencies	85,953			91,658			83,196
Specialist Communications	170,285			153,920			124,938
Media Services	131,498			132,419			120,852
All Other	301,639			295,272			294,376
Corporate	—			—			—
Total	$	1,385,785		$	1,326,256		$	1,223,512

Segment operating income (loss):
Global Integrated Agencies	$	58,505		$	66,161		$	67,290
Domestic Creative Agencies	16,583			17,535			14,266
Specialist Communications	1,939			18,047			16,242
Media Services	6,154			20,116			29,706
All Other	9,368			15,423			28,322
Corporate	(44,118		)	(65,172		)	(68,077		)
Total	$	48,431		$	72,110		$	87,749

Other Income (Expense):
Other income, net	414			7,238			689
Foreign exchange gain (loss)	(213		)	(39,328		)	(18,482		)
Interest expense and finance charges, net	(98,348		)	(57,436		)	(54,847		)
Income (loss) continuing operations before income taxes and equity in earnings of non-consolidated affiliates	(49,716		)	(17,416		)	15,109
Income tax expense (benefit)	(9,404		)	3,761			9,776
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates	(40,312		)	(21,177		)	5,333
Equity in earnings (loss) of non-consolidated affiliates	(309		)	1,058			1,406
Income (loss) from continuing operations	(40,621		)	(20,119		)	6,739
Income (loss) from discontinued operations attributable to MDC Partners Inc., net of taxes	—			(6,281		)	(21,260		)
Net income (loss)	(40,621		)	(26,400		)	(14,521		)
Net income attributable to the noncontrolling interest	(5,218		)	(9,054		)	(6,890		)
Net income (loss) attributable to MDC Partners Inc.	$	(45,839	)	$	(35,454	)	$	(21,411	)



	Years Ended December 31,
	2016		2015		2014
Depreciation and amortization:
Global Integrated Agencies	$	21,447	$	20,599	$	17,410
Domestic Creative Agencies	1,653		1,855		1,809
Specialist Communications	6,637		11,201		8,272
Media Services	5,718		4,660		6,113
All Other	9,406		12,134		11,783
Corporate	1,585		1,774		1,785
Total	$	46,446	$	52,223	$	47,172

Stock-based compensation:
Global Integrated Agencies	$	12,141	$	6,981	$	5,043
Domestic Creative Agencies	634		644		394
Specialist Communications	3,629		1,510		2,050
Media Services	301		471		918
All Other	1,773		5,450		3,628
Corporate	2,525		2,740		5,663
Total	$	21,003	$	17,796	$	17,696

Capital expenditures:
Global Integrated Agencies	$	16,439	$	17,043	$	19,669
Domestic Creative Agencies	1,055		1,321		818
Specialist Communications	2,741		1,311		632
Media Services	5,110		825		475
All Other	4,054		2,704		3,485
Corporate	33		371		1,337
Total	$	29,432	$	23,575	$	26,416

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



	United States		Canada		Other		Total
Long-lived Assets
2016	$	67,617	$	5,887	$	4,873	$	78,377
2015	$	52,305	$	6,817	$	4,435	$	63,557
Goodwill and Intangible Assets
2016	$	736,334	$	121,987	$	71,509	$	929,830
2015	$	798,746	$	122,821	$	21,116	$	942,683

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



	United States		Canada		Other		Total
Revenue:
2016	$	1,103,714	$	124,101	$	157,970	$	1,385,785
2015	$	1,085,051	$	129,039	$	112,166	$	1,326,256
2014	$	993,474	$	150,390	$	79,648	$	1,223,512