In the new filing, MDC said Stagwell “has identified material weaknesses in Stagwell’s internal control over financial reporting. If Stagwell’s remediation of such material weaknesses is not effective, or if Stagwell fails to develop and maintain a proper and effective internal control over financial reporting, Stagwell’s ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.”
“A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis,” the filing said.
In the MDC filing, Stagwell notes: “As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of public companies required by Section 404(a) of the Sarbanes-Oxley Act,” which regulates how public companies assess internal control on financial reporting.
It’s not uncommon for private companies to have to work through material weakness in internal control over financial reporting as companies shift to become public companies. Since 2015, an average of 39% of companies going public have disclosed at least one material weakness before going public, according to PricewaterhouseCoopers research.
Stagwell’s disclosed material weaknesses included “failure to maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience and training commensurate with its accounting and reporting requirements” and “inability to design and maintain effective controls over information technology general controls for information systems relevant to the preparation of our financial statements.”
“We are evaluating the weaknesses identified by our auditors and intend to evaluate what remedial actions are necessary,” Stagwell said in the filing.
Stagwell last September dismissed its auditor, the private-company practice of PricewaterhouseCoopers, which later identified material weaknesses, and hired Deloitte & Touche as its new auditor. After Stagwell’s “reverse merger” with MDC is completed, Deloitte & Touche likely will be the auditor for the merged public company going forward.
Stagwell said PwC’s audit reports for 2019 and 2018 “did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.”
MDC previously has disclosed a material weakness in the company’s internal control over financial reporting for income taxes. An MDC filing in October 2020 said: “We are actively engaged in remediation efforts to enhance and improve our internal controls over financial reporting with respect to accounting for income taxes. … Our remediation efforts will continue to be implemented throughout our 2020 fiscal year. We believe the controls that will be put in place will eliminate the material weakness with respect to accounting for income taxes and solidify the effectiveness of our internal control over financial reporting.”
In the most recent annual financial filing, from March 2020, MDC’s accounting firm, BDO USA, said: “Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of MDC Partners Inc.’s internal control over financial reporting as of December 31, 2019.”