SEC Company Response from Stagwell Inc (STGW) (CIK 0000876883) (STGW) — Jul 30, 2007
Stagwell Inc (STGW) (CIK 0000876883)
Date: July 30, 2007 · CIK: 0000876883 · Accession: 0001144204-07-038944
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 12, 2007
Letter
Division of Corporation Finance Securities and Exchange Commission MDC Partners Inc. Form 10-K for Fiscal Year Ended December 31, 2006 Form 10-Q for Fiscal Quarters Ended March 31, 2007 File No. 1-13178
Dear Mr. Spirgel and Mr. Littlepage:
Further to the prior responses of MDC Partners Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance, which were set forth in your letter dated June 12, 2007 (the “June 12 Letter”) regarding the Company’s above-referenced filings, the Company has determined that, as outlined in the enclosed schedule, the results of operations and related assets and liabilities of Mono Advertising LLC ("Mono") are immaterial to the consolidated financial statements of MDC Partners Inc. The Company further acknowledges that a conclusion on the accounting treatment of Mono has not yet been reached. The Company also confirms and acknowledges that it will continue to monitor and assess its analysis and conclusion that the results of operations and related assets and liabilities of Mono are immaterial to the consolidated financial statements of MDC Partners Inc.
* * * * * * *
Mr. Larry Spirgel
Securities and Exchange Commission
July 30,
Page of
Please direct any questions concerning the above responses to the undersigned (telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212) 225-3999).
Very
truly yours,
/s/
Michael Sabatino
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CORRESP
1
filename1.htm
July
30,
2007
Larry
Spirgel
Robert
S.
Littlepage, Jr.
Mail
Stop
0407
Division
of Corporation Finance
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
Re:
MDC
Partners Inc.
Form
10-K for Fiscal Year Ended December 31, 2006
Form
10-Q for Fiscal Quarters Ended March 31, 2007
File
No. 1-13178
Dear
Mr.
Spirgel and Mr. Littlepage:
Further
to the prior responses of MDC Partners Inc. (the “Company”) to the comments of
the Staff of the Division of Corporation Finance, which were set forth in your
letter dated June 12, 2007 (the “June 12 Letter”) regarding the Company’s
above-referenced filings, the Company has determined that, as outlined in the
enclosed schedule, the results of operations and related assets and liabilities
of Mono Advertising LLC ("Mono") are immaterial to the consolidated
financial statements of MDC Partners Inc. The Company further acknowledges
that
a conclusion on the accounting treatment of Mono has not yet been reached.
The
Company also confirms and acknowledges that it will continue to monitor and
assess its analysis and conclusion that the results of operations and related
assets and liabilities of Mono are immaterial to the consolidated financial
statements of MDC Partners Inc.
* * * * * * *
Mr.
Larry
Spirgel
Securities
and Exchange Commission
July
30,
2007
Page
2
of
2
Please
direct any questions concerning the above responses to the undersigned
(telephone: (646) 429-1805; fax: (212) 937-4365), with a copy to Ethan
Klingsberg (Cleary Gottlieb Steen & Hamilton LLP; fax: (212)
225-3999).
Very
truly yours,
/s/
Michael Sabatino
Michael
Sabatino
Chief
Accounting Officer
MDC
Partners Inc.
Enclosures
cc:
Melissa
Hauber
Securities
and Exchange Commission
Miles
S.
Nadal, Chairman and Chief Executive Officer
Mitchell
Gendel, General Counsel
Members
of the Audit Committee
MDC
Partners Inc.
Joseph
Klausner
BDO
Seidman LLP
Ethan
Klingsberg, Esq.
Cleary
Gottlieb Steen & Hamilton LLP
2
MDC
Partners Inc.
Materiality
Analysis of Mono Advertising LLC
Amounts
in (000's)
Statement
of Operations:
Full
year 2006
Full
year 2007
As
Reported
Estimated
Results
Mono
Advertising
Mono
Advertising
Mono
Advertising
Mono
Advertising
Consolidated
Totals
Actual
Results
(1)
As
a % of
Totals
Consolidated
Totals
Estimated
Results
As
a % of
Totals
Revenue
$
423,671
$
1,244
0.29
%
$
531,867
$
2,226
0.42
%
Operating
profit
13,286
12
0.09
%
25,674
(257
)
-1.00
%
Equity
in earnings (loss) of non-consolidated affiliates
168
(20
)
(2)
11.90
%
(123
)
(192
)
(2)
-156.10
%
Minority
interests
16,708
48
0.29
%
23,129
(52
)
-0.22
%
Net
loss
$
(33,539
)
$
-
(3)
0.00
%
$
(11,775
)
$
-
(3)
0.00
%
(1)
Mono
was consolidated effective July 1, 2006, prior to that carried on the equity
basis.
(2)
Included here to give pro-forma effect as if Mono had not been consolidated
on
July 1, 2006.
(3)
No
impact on net income
Balance
Sheet:
As
of December 31, 2006
As
of March 31, 2007
As
Reported
As
Reported
Mono
Advertising
Mono
Advertising
Mono
Advertising
Mono
Advertising
Consolidated
Totals
Actual
Results
As
a %
of
Totals
Consolidated
Totals
Estimated
Results
As
a % of
Totals
Total
Assets
$
493,501
$
739
0.15
%
$
504,393
$
975
0.19
%
Total
Liabilities
$
322,534
$
391
0.12
%
$
338,693
$
848
0.25
%
Conclusion:
As
shown
above, the effect of consolidating of Mono Advertising, LLC ("Mono") as compared
to the accounting for Mono on the equity method is immaterial to MDC's
consolidated financial statements. In
addition Equity in earnings (loss) of non-consolidated affiliates line item
is
not considered material to the total statement of operations of MDC,
representing approximately 1%
of
operating profit in both 2006 and estimated 2007.
3