Related Party Transactions

12 Months Ended

Dec. 31, 2022

19. Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a third party receives services from the Company:


	Total Transaction Value		Revenues								Due From Related Party
		Year Ended December 31,						December 31, 2022			December 31, 2021
Services				2022		2021				2020
Technological and production services(1)	$227			$	91	$	60	$	50		$	42	$	10
Marketing services (2)	Ongoing arrangement (7)			3,387		243		522			493		88
Polling services (3)	1,481			718		436		—			380		70
Marketing and website development services (4)	6,204			7,185		9,647		—			488		979
Marketing and advertising services (5)	3,576			1,930		950		—			1,506		506
Marketing and advertising services (8)	Ongoing arrangement (7)			1,418		299		—			1,072		153
Marketing services (8)	603			418		—		—			30		—
Marketing services (8)	Ongoing arrangement (7)			5,564		4,814		—			3,476		4,033
Polling services (6)	3,450			2,365		—		—			—		—
Total				$	23,076	$	16,449	$	572		$	7,487	$	5,839

(1) Client was founded by the Company’s Chief Executive Officer.

(2) Family member of one of the Brands’ partners holds an executive leadership position in the client.

(3) Family members of certain of the Company’s executives hold key leadership positions in the client

(4) Client has significant interest in the Company.

(5) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client.

(6) Founder of the client has significant interest in the Company.

(7) This arrangement was entered into for an indefinite term and is invoiced as services are provided.

(8) A member of the Company’s board of directors holds an executive leadership position or are in the board of directors of the client.

The following table presents significant related party transactions in which the Company receives services from a third party:


	Total Transaction Value		Expenses								Due to Related Party
		Year Ended December 31,						December 31, 2022			December 31, 2021
Services				2022		2021				2020
Data management services (1)	Ongoing arrangement (4)			$	2,138	$	1,473	$	8,009		$	1,295	$	623
Sales and management services (2)	Ongoing arrangement (4)			2,006		788		—			1,416		442
Marketing services (3)	$40			40		—		—			40		—
Marketing services (5)	365			181		—		—			—		—
Total				$	4,365	$	2,261	$	8,009		$	2,751	$	1,065

(1) Family member of one of the Brand’s partners holds an executive leadership position in the third party.

(2) Chief Executive Officer of the Brand is a shareholder of the affiliate providing the services.

(3) A family member of the Company’s President holds a key leadership position in the client.

(4) This arrangement was entered into for an indefinite term and is invoiced as services are provided.

(5) A member of the Company’s board of directors holds an executive leadership position or are on the board of directors of the client.

In 2019, a Brand of the Company, entered into a loan agreement with a third party who holds a minority interest in the Brand. The loan receivable of $3,611 and $3,784 due from the third party is included within Other current assets in the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021, respectively. The Company recognized $464, $307, and $249 for the years ended December 31, 2022, 2021, and 2020, respectively, of interest income within Interest expense, net on its Consolidated Statements of Operations.

The Company made loans to three employees of a subsidiary each in the amount of approximately $889, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct.

Prior Period Transactions

In October 2020, a Brand entered into an arrangement to provide marketing services to a client in which one of the Brand’s partners holds a key leadership position. During the years ended December 31, 2021 and 2020, the Company recognized $5,146 and $4,866, respectively, in revenue related to this transaction. As of December 31, 2022 and 2021, there were no balances due from the client related to this arrangement. This transaction was fully recognized in 2021.

During the years ended December 31, 2021 and 2020, Stagwell Media made additional non-cash investments in the Company of $12,400, and $93,900 respectively. Additionally, during the years ended December 31, 2021 and 2020, the Company made cash investments of $1,600 and $1,500, respectively. In March 2021, the Company made a non-cash distribution to Stagwell Media of $13,000. Additionally, the Company made cash distributions to Stagwell Media of $191,900 and $108,500 for the years ended December 31, 2021 and 2020, respectively.