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0000876883false00008768832024-08-012024-08-01

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported) — August 1, 2024
 
Stagwell Inc.  
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-13718 86-1390679
(Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
 
One World Trade Center, Floor 65, New York, NY 10007
(Address of principal executive offices and zip code)
 
(646) 429-1800
(Registrant’s Telephone Number)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value
STGW NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                              ☐

 
 



   
Item 2.02 Results of Operations and Financial Condition

On August 1, 2024, Stagwell Inc. (the “Company”) issued an earnings release reporting its financial results for the three and six months ended June 30, 2024. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company will host an earnings call in which its financial results for the three and six months ended June 30, 2024 will be discussed. The investor presentation to be used for the call is attached as Exhibit 99.2 hereto.

The Company has posted the materials attached as Exhibit 99.1, and 99.2 on its website (www.stagwellglobal.com). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.
         
The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition”. Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
    
The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.










































Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press release dated August 1, 2024, relating to the Company’s results for the three and six months ended June 30, 2024.

99.2 Investor presentation dated August 1, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.
 
Date: August 1, 2024
Stagwell Inc.
By: /s/ Frank Lanuto
Frank Lanuto
Chief Financial Officer
 


        
EX-99.1 2 stgw2024630pr.htm EX-99.1 Document
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FOR IMMEDIATE ISSUE


STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Revenue Growth of 6%, Led by 42% Growth in Advocacy
Net Loss Attributable to Stagwell Inc. Common Shareholders of $3 million
Adjusted EBITDA of $86 million; Adjusted EBITDA Margin of 16%
EPS of $(0.03); Adjusted EPS of $0.14
Announces Record Net New Business Led by Largest New Business Win

Net New Business of $113 million in Q2; LTM Net New Business of $324 million
Reaffirm Guidance for 2024 of Organic Net Revenue Growth of 5% to 7%; Adjusted EBITDA of $400 million to $450 million; Free Cash Flow Conversion of ~50%

New York, NY, August 1, 2024 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and six months ended June 30, 2024.

SECOND QUARTER RESULTS:

•Q2 Revenue of $671 million, an increase of 6% versus the prior year period; H1 Revenue of $1.3 billion, an increase of 7% versus the prior year period
•Q2 Net Loss attributable to Stagwell Inc. Common Shareholders of $3 million versus $3 million in the prior year period; H1 Net Loss attributable to Stagwell Inc. Common Shareholders of $4 million versus Income of $2 million in the prior year period
•Q2 Adjusted EBITDA of $86 million, a decrease of 6% versus the prior year period; H1 Adjusted EBITDA of $176 million, an increase of 8% versus the prior year period
•Q2 Adjusted EBITDA Margin of 16% on net revenue; H1 Adjusted EBITDA Margin of 16% on net revenue.
•Q2 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $(0.03) versus $(0.03) in the prior year period; H1 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $(0.04) versus $(0.01) in the prior year period.
•Q2 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.14 versus $0.18 in the prior year period; H1 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.30 versus $0.31 in the prior year period.
•Net new business wins of $113 million in the second quarter, last twelve-month net new business wins of $324 million.
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•Q2 Net Revenue of $554 million, an increase of 2% versus the prior year period; H1 Net Revenue of $1.1 billion, an increase of 2% versus the prior year period
•Q2 Organic Net Revenue increased 1.2% versus the prior year period; H1 Organic Net Revenue increased 1.5% versus the prior year period

Mark Penn, Chairman and CEO, said, “Stagwell delivered solid results this quarter with record-smashing net new business wins of $113 million, bringing our last twelve-month net new business figure to $324 million. Success for the year continues to build, with new business wins from General Motors, Macy's, Target, and Zales just coming online to bolster H2. Additionally, the momentum is continuing, with wins already coming in Q3, and an active political season that has been energized even further by recent developments.

We are at a critical inflection point as we grow our capabilities, enabling us to land $20 to $40 million remits, while expanding our AI deployments, Stagwell Marketing Cloud capabilities, and our global reach. We are seeing these strategies come together now to set the stage for a strong H2 and 2025," added Penn.

Frank Lanuto, Chief Financial Officer, commented: "Driven by record-breaking net new business and strong growth in Creativity & Communications, Advocacy, and Performance Media & Data, Stagwell delivered solid second quarter revenue of $671 million, a 6% increase over the prior year. While improving our comp-to-net revenue ratio, we invested in initiatives to build and convert our revenue pipeline into new business, including the successful SPORT BEACH activation at Cannes. The multiple $10 million-plus wins in Q2 and early Q3 confirm our growth strategy and bolster our confidence in our full-year guidance.”

Financial Outlook
2024 financial guidance is reiterated as follows:
•Organic Net Revenue growth of 5% to 7%
•Organic Net Revenue excluding Advocacy growth of 4% to 5%
•Adjusted EBITDA of $400 million to $450 million
•Free Cash Flow Conversion of approximately 50%
•Adjusted EPS of $0.75 - $0.88
•Guidance assumes no impact from foreign exchange, acquisitions or dispositions.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2024 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information.

Video Webcast
Management will host a video webcast on Thursday, August 1, 2024, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and six months ended June 30, 2024. The video webcast will be accessible at https://stgw.io/Earnings. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.

A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.

Stagwell Inc.
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Stagwell is the challenger network built to transform marketing. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 34+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.

Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com

For Press:
Beth Sidhu
PR@stagwellglobal.com


Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Revenue: “Organic revenue growth” and “Organic revenue decline” reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items.
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Other items include restructuring costs, acquisition-related expenses, and non-recurring items.
(4) Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income attributable to Class C shareholders, excluding amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, divided by (ii) (a) the per weighted average number of common shares outstanding plus (b) the weighted average number of Class C shares outstanding, (if dilutive). Other items includes restructuring costs, acquisition-related expenses, and non-recurring items, and subject to the anti-dilution rules.
(5) Free Cash Flow: defined as Adjusted EBITDA less capital expenditures, change in net working capital, cash taxes, interest, and distributions to minority interests, but excludes contingent M&A payments. Free Cash Flow Conversion is the percentage of adjusted EBITDA.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
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This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “develop,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “in development,” “intend,” “likely,” “look,” “maintain,” “may,” “ongoing,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.

Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
•risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients
•demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
•inflation and actions taken by central banks to counter inflation;
•the Company’s ability to attract new clients and retain existing clients;
•the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
•financial failure of the Company’s clients;
•the Company’s ability to retain and attract key employees;
•the Company’s ability to compete in the markets in which it operates;
•the Company’s ability to achieve its cost saving initiatives;
•the Company’s implementation of strategic initiatives;
•the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;
•the Company’s ability to manage its growth effectively;
•the Company's ability to identify, complete and integrate acquisitions that complement and expand the Company’s business capabilities, to identify and complete divestitures and to achieve the anticipated benefits therefrom;
•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
•the Company’s use of artificial intelligence, including generative artificial intelligence;
•adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that future changes in tax laws, potential increases to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;
•adverse tax consequences in connection with the Transactions, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
•the Company’s unremediated material weaknesses in internal control over financial reporting and its ability to establish and maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements;
•the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;
•the Company’s ability to protect client data from security incidents or cyberattacks;
•economic disruptions resulting from war and other geopolitical tensions (such as the ongoing military conflicts between Russia and Ukraine and in Israel and Gaza), terrorist activities and natural disasters;
•stock price volatility; and
•foreign currency fluctuations
Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2023 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.
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SCHEDULE 1
STAGWELL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Revenue $ 671,168  $ 632,265  $ 1,341,227  $ 1,254,709 
Operating Expenses
Cost of services 438,912  402,431  883,438  816,329 
Office and general expenses 168,133  162,522  331,476  321,358 
Depreciation and amortization 42,001  35,488  76,837  68,965 
Impairment and other losses 215  10,562  1,715  10,562 
649,261  611,003  1,293,466  1,217,214 
Operating Income (Loss) 21,907  21,262  47,761  37,495 
Other income (expenses):
Interest expense, net (23,533) (23,680) (44,498) (41,869)
Foreign exchange, net (1,355) (1,478) (3,613) (2,148)
Other, net
193  (416) (1,074) (196)
(24,695) (25,574) (49,185) (44,213)
Loss before income taxes and equity in earnings of non-consolidated affiliates (2,788) (4,312) (1,424) (6,718)
Income tax expense 1,165  437  3,750  673 
Loss before equity in earnings of non-consolidated affiliates (3,953) (4,749) (5,174) (7,391)
Equity in income (loss) of non-consolidated affiliates
(1) (216) 507  (443)
Net loss (3,954) (4,965) (4,667) (7,834)
Net loss attributable to noncontrolling and redeemable noncontrolling interests
989  1,771  420  6,029 
Net loss attributable to Stagwell Inc. common shareholders $ (2,965) $ (3,194) $ (4,247) $ (1,805)
Earnings (Loss) Per Common Share:
   Basic $ (0.03) $ (0.03) $ (0.04) $ (0.01)
   Diluted $ (0.03) $ (0.03) $ (0.04) $ (0.01)
Weighted Average Number of Common Shares Outstanding:
   Basic 113,484  115,400  113,059  120,272 
   Diluted 113,484  115,400  113,059  120,272 
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)


Net Revenue - Components of Change Change
Three Months Ended June 30, 2023 Foreign Currency Net Acquisitions (Divestitures) Organic Total Change Three Months Ended June 30, 2024 Organic Total
Integrated Agencies Network $ 320,146  $ (389) $ 1,859  $ 254  $ 1,724  $ 321,870  0.1  % 0.5  %
Brand Performance Network 154,470  (149) 544  2,243  2,638  157,108  1.5  % 1.7  %
Communications Network 61,645  (99) 3,179  7,668  10,748  72,393  12.4  % 17.4  %
All Other 8,600  (412) (1,605) (3,562) (5,579) 3,021  (41.4) % (64.9) %
$ 544,861  $ (1,049) $ 3,977  $ 6,603  $ 9,531  $ 554,392  1.2  % 1.7  %


Net Revenue - Components of Change Change
Six Months Ended June 30, 2023 Foreign Currency Net Acquisitions (Divestitures) Organic Total Change Six Months Ended June 30, 2024 Organic Total
Integrated Agencies Network $ 624,333  $ (19) $ 1,502  $ (11,174) $ (9,691) $ 614,642  (1.8) % (1.6) %
Brand Performance Network 306,122 1,376 2,252  9,920  $ 13,548  319,670  3.2  % 4.4  %
Communications Network 114,616 (146) 3,451  $ 21,960  $ 25,265  139,881  19.2  % 22.0  %
All Other 21,452  (568) (3,296) (4,935) (8,799) 12,653  (23.0) % (41.0) %
$ 1,066,523  $ 643  $ 3,909  $ 15,771  $ 20,323  $ 1,086,846  1.5  % 1.9  %

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks). Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network. Periods presented prior to the first quarter of 2024 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.





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SCHEDULE 3
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Three Months Ended June 30, 2024
Integrated Agencies Network Brand Performance Network Communications Network All Other Corporate Total
Net Revenue $ 321,870  $ 157,108  $ 72,393  $ 3,021  $ —  $ 554,392 
Billable costs 63,263  20,137  33,177  199  —  116,776 
Revenue 385,133  177,245  105,570  3,220  —  671,168 
Billable costs 63,263  20,137  33,177  199  —  116,776 
Staff costs 195,193  99,264  41,131  7,607  12,154  355,349 
Administrative costs 33,902  24,525  8,379  (3,740) 6,468  69,534 
Unbillable and other costs, net 24,780  15,613  710  2,303  —  43,406 
Adjusted EBITDA (1)
67,995  17,706  22,173  (3,149) (18,622) 86,103 
Stock-based compensation 4,849  1,445  827  252  (1,498) 5,875 
Depreciation and amortization 19,472  11,715  3,090  4,944  2,780  42,001 
Deferred acquisition consideration 2,531  1,272  3,433  —  —  7,236 
Impairment and other losses —  —  —  —  215  215 
Other items, net (1)
4,029  3,268  390  430  752  8,869 
Operating income (loss) $ 37,114  $ $ 14,433  $ (8,775) $ (20,871) $ 21,907 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks). Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network. Periods presented prior to the first quarter of 2024 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.






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SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Six Months Ended June 30, 2024
Integrated Agencies Network Brand Performance Network Communications Network All Other Corporate Total
Net Revenue $ 614,642  $ 319,670  $ 139,881  $ 12,653  $ —  $ 1,086,846 
Billable costs 123,210  71,537  59,435  199  —  254,381 
Revenue 737,852  391,207  199,316  12,852  —  1,341,227 
Billable costs 123,210  71,537  59,435  199  —  254,381 
Staff costs 381,727  197,695  80,395  15,428  22,261  697,506 
Administrative costs 64,504  46,596  17,083  (531) 9,045  136,697 
Unbillable and other costs, net 40,308  30,179  846  4,891  —  76,224 
Adjusted EBITDA (1)
128,103  45,200  41,557  (7,135) (31,306) 176,419 
Stock-based compensation 14,170  3,488  1,876  350  2,107  21,991 
Depreciation and amortization 38,853  19,229  5,984  7,365  5,406  76,837 
Deferred acquisition consideration 4,576  495  2,319  —  —  7,390 
Impairment and other losses 1,500  —  —  —  215  1,715 
Other items, net (1)
9,540  8,287  672  604  1,622  20,725 
Operating income (loss) $ 59,464  $ 13,701  $ 30,706  $ (15,454) $ (40,656) $ 47,761 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks). Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network. Periods presented prior to the first quarter of 2024 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.





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SCHEDULE 5
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Three Months Ended June 30, 2023
Integrated Agencies Network Brand Performance Network Communications Network All Other Corporate Total
Net Revenue $ 320,146  $ 154,470  $ 61,645  $ 8,600  $ —  $ 544,861 
Billable costs 45,489  22,263  19,652  —  —  87,404 
Revenue 365,635  176,733  81,297  8,600  —  632,265 
Billable costs 45,489  22,263  19,652  —  —  87,404 
Staff costs 191,694  97,384  38,357  10,246  8,437  346,118 
Administrative costs 30,636  22,652  8,714  (3,800) 8,065  66,267 
Unbillable and other costs, net 22,710  13,953  126  4,510  41,308 
Adjusted EBITDA (1)
75,106  20,481  14,448  (2,356) (16,511) 91,168 
Stock-based compensation 1,131  874  418  127  7,996  10,546 
Depreciation and amortization 20,510  8,252  2,719  2,066  1,941  35,488 
Deferred acquisition consideration 1,109  161  (893) 15  —  392 
Impairment and other losses 10,562  —  —  —  —  10,562 
Other items, net (1)
4,683  3,231  488  787  3,729  12,918 
Operating income (loss) $ 37,111  $ 7,963  $ 11,716  $ (5,351) $ (30,177) $ 21,262 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks). Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network. Periods presented prior to the first quarter of 2024 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.





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SCHEDULE 6
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Six Months Ended June 30, 2023
Integrated Agencies Network Brand Performance Network Communications Network All Other Corporate Total
Net Revenue $ 624,333  $ 306,122  $ 114,616  $ 21,452  $ —  $ 1,066,523 
Billable costs 82,507  72,539  33,140  —  —  188,186 
Revenue 706,840  378,661  147,756  21,452  —  1,254,709 
Billable costs 82,507  72,539  33,140  —  —  188,186 
Staff costs 387,859  193,444  78,434  20,733  15,261  695,731 
Administrative costs 62,017  43,583  17,470  (605) 12,042  134,507 
Unbillable and other costs, net 39,492  25,666  252  7,485  —  72,895 
Adjusted EBITDA (1)
134,965  43,429  18,460  (6,161) (27,303) 163,390 
Stock-based compensation 9,419  1,441  925  159  10,606  22,550 
Depreciation and amortization 39,460  16,189  5,432  4,014  3,870  68,965 
Deferred acquisition consideration 7,100  (1,018) (354) (1,248) —  4,480 
Impairment and other losses 10,562  —  —  —  —  10,562 
Other items, net (1)
7,775  5,156  1,093  787  4,527  19,338 
Operating income (loss) $ 60,649  $ 21,661  $ 11,364  $ (9,873) $ (46,306) $ 37,495 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks). Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network. Periods presented prior to the first quarter of 2024 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.





Page 12


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SCHEDULE 7
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Three Months Ended June 30, 2024
GAAP Adjustments Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (2,965) $ 18,935  $ 15,970 
Net income attributable to Class C shareholders —  22,828  22,828 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
$ (2,965) $ 41,763  $ 38,798 
Weighted average number of common shares outstanding 113,484  5,281  118,765 
Weighted average number of common Class C shares outstanding —  151,649  151,649 
Weighted average number of shares outstanding 113,484  156,930  270,414 
Diluted EPS and Adjusted Diluted EPS
$ (0.03) $ 0.14 
Adjustments to Net income (loss) (1)
Amortization
$ 35,008 
Impairment and other losses 215 
Stock-based compensation 5,875 
Deferred acquisition consideration 7,236 
Other items, net 8,869 
57,203 
Adjusted tax expense
(12,905)
44,298 
Net loss attributable to Class C shareholders (2,535)
$ 41,763 
Allocation of adjustments to net income (loss) 1
Net income attributable to Stagwell Inc. common shareholders $ 18,935 
Net income attributable to Class C shareholders 25,363 
Net loss attributable to Class C shareholders
(2,535)
22,828 
$ 41,763 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Page 13


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SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Six Months Ended June 30, 2024
GAAP Adjustments Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (4,247) $ 38,415  $ 34,168 
Net income attributable to Class C shareholders —  47,382  47,382 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
(4,247) 85,797  81,550 
Weighted average number of common shares outstanding 113,059  4,760  117,819 
Weighted average number of common Class C shares outstanding —  151,649  151,649 
Weighted average number of shares outstanding 113,059  156,409  269,468 
Diluted EPS and Adjusted Diluted EPS
$ (0.04) $ 0.30 
Adjustments to Net Income (loss) (1)
Amortization
$ 63,211 
Impairment and other losses 1,715 
Stock-based compensation 21,991 
Deferred acquisition consideration 7,390 
Other items, net 20,725 
115,032 
Adjusted tax expense (25,653)
89,379 
Net loss attributable to Class C shareholders (3,582)
$ 85,797 
Allocation of adjustments to net income (loss) 1
Net income attributable to Stagwell Inc. common shareholders - add-backs $ 38,415 
Net income attributable to Class C shareholders - add-backs 50,964 
Net income attributable to Class C shareholders (3,582)
47,382 
$ 85,797 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.



Page 14


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SCHEDULE 9
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)


For the Three Months Ended June 30, 2023

GAAP Adjustments Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (3,194) $ 23,369  $ 20,175 
Net income (loss) attributable to Class C shareholders
—  28,971  28,971 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
(3,194) 52,340  49,146 
Weighted average number of common shares outstanding 115,400  9,135  124,535 
Weighted average number of common Class C shares outstanding —  155,821  155,821 
Weighted average number of shares outstanding 115,400  164,956  280,356 
Diluted EPS and Adjusted Diluted EPS $ (0.03) $ 0.18 
Adjustments to Net income (loss) (1)
Amortization
$ 28,690 
Impairment and other losses 10,562 
Stock-based compensation 10,546 
Deferred acquisition consideration 392 
Other items, net 12,918 
63,108 
Adjusted tax expense
(9,997)
53,111 
Net income attributable to Class C shareholders - add-backs
(771)
Net loss attributable to Class C shareholders $ 52,340 
Allocation of adjustments to Net income (loss)
Net income attributable to Stagwell Inc. common shareholders - add-backs
$ 23,369 
Net income attributable to Class C shareholders - add-backs
$ 29,742 
Net loss attributable to Class C shareholders (771)
28,971 
$ 52,340 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Page 15


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SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Six Months Ended June 30, 2023
GAAP Adjustments Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (1,805) $ 41,734  $ 39,929 
Net income (loss) attributable to Class C shareholders
—  50,381  50,381 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
(1,805) 92,115  90,310 
Weighted average number of common shares outstanding 120,272  9,356  129,628 
Weighted average number of common Class C shares outstanding 158,351  158,351 
Weighted average number of shares outstanding 120,272  167,707  287,979 
Diluted EPS and Adjusted Diluted EPS $ (0.01) $ 0.31 
Adjustments to Net income (loss) (1)
Amortization
$ 55,422 
Impairment and other losses 10,562 
Stock-based compensation 22,550 
Deferred acquisition consideration 4,480 
Other items, net 19,338 
112,352 
Adjusted tax expense (17,503)
$ 94,849 
Net loss attributable to Class C shareholders (2,734)
$ 92,115 
Allocation of adjustments to net income (loss)
Net income attributable to Stagwell Inc. common shareholders 41,734 
Net income to attributable to Class C shareholders 53,115 
Net loss attributable to Class C shareholders (2,734)
50,381 
Net income attributable to Stagwell Inc. common shareholders $ 92,115 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Page 16


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SCHEDULE 11
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
  June 30, 2024 December 31, 2023
 
ASSETS    
Current Assets    
Cash and cash equivalents $ 136,078  $ 119,737 
Accounts receivable, net 732,236  697,178 
Expenditures billable to clients 126,144  114,097 
Other current assets 105,951  94,054 
Total Current Assets 1,100,409  1,025,066 
Fixed assets, net 78,829  77,825 
Right-of-use assets - operating leases 234,340  254,278 
Goodwill 1,504,650  1,498,815 
Other intangible assets, net 778,181  818,220 
Other assets 96,271  92,843 
Total Assets $ 3,792,680  $ 3,767,047 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable $ 388,819  $ 414,980 
Accrued media 218,625  291,777 
Accruals and other liabilities 205,644  233,046 
Advance billings 320,547  301,674 
Current portion of lease liabilities - operating leases 63,908  65,899 
Current portion of deferred acquisition consideration 24,045  66,953 
Total Current Liabilities 1,221,588  1,374,329 
Long-term debt 1,422,226  1,145,828 
Long-term portion of deferred acquisition consideration 46,996  34,105 
Long-term lease liabilities - operating leases 262,760  281,307 
Deferred tax liabilities, net 41,720  40,509 
Other liabilities 56,359  54,905 
Total Liabilities 3,051,649  2,930,983 
Redeemable Noncontrolling Interests 11,107  10,792 
Commitments, Contingencies and Guarantees
Shareholders’ Equity
Common shares - Class A & B 112  118 
Common shares - Class C
Paid-in capital 292,616  348,494 
Retained earnings 16,771  21,148 
Accumulated other comprehensive loss (17,931) (13,067)
Stagwell Inc. Shareholders' Equity 291,570  356,695 
Noncontrolling interests 438,354  468,577 
Total Shareholders' Equity 729,924  825,272 
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity
$ 3,792,680  $ 3,767,047 
Page 17


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SCHEDULE 12
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
  Six Months Ended June 30,
2024 2023
Cash flows from operating activities:
Net income $ (4,667) $ (7,834)
Adjustments to reconcile net income to cash used in operating activities:
Stock-based compensation 21,991  22,550 
Depreciation and amortization 76,837  68,965 
Amortization of right-of-use lease assets and lease liability interest
39,534  38,517 
Impairment and other losses 1,715  10,562 
Deferred income taxes 3,797  (639)
Adjustment to deferred acquisition consideration 7,390  4,480 
Other, net 3,850  (3,284)
Changes in working capital:
Accounts receivable (30,157) 4,255 
Expenditures billable to clients (6,516) (13,180)
Other assets (5,776) 4,117 
Accounts payable (28,576) (20,217)
Accrued expenses and other liabilities (114,353) (172,159)
Advance billings 12,092  (32,795)
Current portion of lease liabilities - operating leases (41,924) (44,272)
Deferred acquisition related payments (2,855) (3,212)
Net cash used in operating activities
(67,618) (144,146)
Cash flows from investing activities:
Capital expenditures (13,990) (7,953)
Acquisitions, net of cash acquired (20,350) (4,965)
Capitalized software (17,076) (10,356)
Other (767) (6,844)
Net cash used in investing activities
(52,183) (30,118)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility (761,000) (800,500)
Proceeds from borrowings under revolving credit facility 1,036,000  1,102,500 
Shares repurchased and cancelled (86,934) (199,363)
Distributions to noncontrolling interests (22,483) (15,408)
Payment of deferred consideration (23,963) (28,558)
Purchase of noncontrolling interest (3,316) — 
Debt issuance costs —  (150)
Net cash provided by financing activities
138,304  58,521 
Effect of exchange rate changes on cash and cash equivalents (2,162) 438 
Net increase (decrease) in cash and cash equivalents 16,341  (115,305)
Page 18


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  Six Months Ended June 30,
2024 2023
Cash and cash equivalents at beginning of period 119,737  220,589 
Cash and cash equivalents at end of period $ 136,078  $ 105,284 

Page 19

EX-99.2 3 stagwell2q24earningspres.htm EX-99.2 stagwell2q24earningspres
Second Quarter 2024 EARNINGS PRESENTATION August 1 | 2024


 
This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance and future prospects, business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “guidance,” “intend,” “look,” “may,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward- looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore , you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients; • inflation and actions taken by central banks to counter inflation; • the Company’s ability to attract new clients and retain existing clients; • the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements; • financial failure of the Company’s clients; • the Company’s ability to retain and attract key employees; • the Company’s ability to compete in the markets in which it operates; • the Company’s ability to achieve its cost saving initiatives; • the Company’s implementation of strategic initiatives; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration; • the Company’s ability to manage its growth effectively, including the successful completion and integration of acquisitions that complement and expand the Company’s business capabilities; • the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products; • an inability to realize expected benefits of the combination of the Company’s business with the business of MDC Partners Inc. (the “Transactions”) and other completed, pending, or contemplated acquisitions; • adverse tax consequences in connection with the Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company’s determination of value and computations of its attributes may result in increased tax costs; • the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Transactions; • the Company’s unremediated material weaknesses in internal control over financial reporting and its ability to establish and maintain an effective system of internal control over financial reporting; • the Company’s ability to protect client data from security incidents or cyberattacks; • economic disruptions resulting from war and other geopolitical tensions, terrorist activities and natural disasters; • stock price volatility; and • foreign currency fluctuations. Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2023 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION 2


 
DEFINITIONS OF NON-GAAP FINANCIAL MEASURES 3 In addition to its reported results, Stagwell Inc. has included in this earnings presentation certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non -GAAP financial measures include the following: Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone state ments of operations for each of legacy MDC and SMG. The unaudited pro forma results are provided for illustrative purposes only and do not purport to represent what the act ual consolidated results of operations or consolidated financial condition would have been had the combination actually occurred on the date indicated, nor do they purport to proje ct the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The Company has excluded a quantitative reco nciliation of Adjusted Pro Forma EBITDA to net income under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. 1) Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms that the Company has held throughout each of the comparable periods presented, and (b) “non-GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year. 2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. 3) Adjusted EBITDA: defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and nonrecurring items. 4) Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income attributable to Class C shareholders, excluding amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, divided by (ii) (a) the per weighted average number of common shares outstanding plus (b) the weighted average number of Class C shares outstanding (if dilutive). Other items includes restructuring costs, acquisition- related expenses, and non-recurring items, and subject to the anti-dilution rules. 5) Free Cash Flow: defined as Adjusted EBITDA less capital expenditures, change in net working capital, cash taxes, interest, and distributions to minority interests, but excludes contingent M&A payments. 6) Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. Included in this earnings presentation are tables reconciling reported Stagwell Inc. results to arrive at certain of these no n-GAAP financial measures.


 
4 FINANCIAL Outlook Reiterating Full-Year 2024 Outlook 5% - 7% Organic Net Revenue Growth 4% - 5% Organic Net Revenue Growth ex. Advocacy $400M - $450M Adjusted EBITDA ~ 50% EBITDA Conversion on Free Cash Flow $0.75 - $0.88 In Adjusted Earnings Per Share Note: Guidance as of 08/01/2024. The Company has excluded a quantitative reconcil iation with respect to the Company’s 2024 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information on defini tions for Organic Net Revenue, O rganic Net Revenue Ex-Advocacy, Adjusted EBITDA, Adjusted Earnings Per Share, and Free Cash Flow. Please refer to our investor website at stagwellglobal.com/investors for information on Forwar d Looking Statements and risk factors outlined in our 2023 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024, and accessible on the SEC’s website at www.sec.gov, under the capt ion “Risk Factors,” and in the Company’s other SEC filings.


 
S E C O N D Q U A R T E R H I G H L I G H T S NET REVENUE: $554M | NET LEVERAGE RATIO: 3.48x | ADJ. EBITDA: $86M Growing GLOBAL CAPABILITIES Continuing TO GROW Investing IN TECHNOLOGY Accelerating NEW BUSINESS Closed 3 acquisitions in 2Q to expand global reach and digital capabilities WNP adds digital creative capabilities in France Luxine Publique Relations adds scale in Canada and luxury PR expertise PROS adds social and influencer capabilities in Brazil Additionally, 3Q24 acquisitions of BERA adds AI-powered brand management technology; LEADERS adds social capabilities and global influencer tech platform; and Business Traveler enhances travel media offerings globally Record $113M of net new business wins in 2Q24, bringing LTM to $324M Secured largest new business win in the company's history with GM at 72andSunny and Anomaly Average size of new business wins increased 65% YoY; 57% increase in deals exceeding $1M Investments in SPORT BEACH at Cannes Lions unlocking unprecedented NB opportunities Revenue growth of 6% year-over-year to $671 million Creativity & Communications grew 9% over the prior period; Performance Media & Data grew 5% US posted 7% growth year-over-year Advocacy revenue grew 42% YoY; Stagwell Marketing Cloud grew 13% YoY Launched AI-powered features with Google Cloud across four of our digital marketing products. Launched partnership with Nexxen to enhance Stagwell ID Graph data solution; and with Anzu to bring immersive in-game advertising capabilities to global clients Wondercave, our innovative text messaging-based marketing platform, saw remarkable growth of 145% year over year Note: Net Leverage Ratio defined as Net Debt divided by LTM Adjusted EBITDA.


 
S U M M A R Y C O M B I N E D F I N A N C I A L S Note: Figures may not foot due to rounding. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net Revenue $ 554,392 $ 544,861 $ 1,086,846 $ 1,066,523 Billable Costs 116,776 87,404 254,381 188,186 Revenue $ 671,168 $ 632,265 $ 1,341,227 $ 1,254,709 Billable Costs 116,776 87,404 254,381 188,186 Staff costs 355,349 346,118 697,506 695,731 Administrative costs 69,534 66,267 136,697 134,507 Unbillable and other costs, net 43,406 41,308 76,224 72,895 Adjusted EBITDA $ 86,103 $ 91,168 $ 176,419 $ 163,390 Stock-based compensation 5,875 10,546 21,991 22,550 Depreciation and amortization 42,001 35,488 76,837 68,965 Deferred acquisition consideration 7,236 392 7,390 4,480 Impairment and other losses 215 10,562 1,715 10,562 Other items, net 8,869 12,918 20,725 19,338 Operating income (loss) $ 21,907 $ 21,262 $ 47,761 $ 37,495 Adjusted EBITDA margin (on net revenue) 15.5% 16.7% 16.2% 15.3% 6 $ in Thousands


 
2 Q 2 4 N E T R E V E N U E Note: Figures may not foot due to rounding. Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Net Revenue Change Net Revenue Change June 30, 2023 $ 544,861 $ 1,066,523 Organic revenue 6,603 1.2% 15,771 1.5% Acquisitions (divestitures), net 3,977 0.7% 3,909 0.4% Foreign currency (1,049) (0.2)% 643 0.1% Total Change $ 9,531 1.7% $ 20,323 1.9% June 30, 2024 $ 554,392 $ 1,086,846 7 $ in Thousands


 
80.5% 7.0% 12.5% 2 Q 2 4 N E T R E V E N U E B Y G E O G R A P H Y Note: Figures may not foot due to rounding. 2Q Organic Growth Y/Y 8 % OF NET REVENUE Geography 2Q24 YTD United States 2.4% 2.1% United Kingdom (6.5)% 2.0% Other (1.5)% (2.7)% TOTAL 1.2% 1.5% TOTAL EX-ADVOCACY (0.5)% (0.8)%


 
G L O B A L N E T W O R K 9 North America Latin America Europe Asia Pacific • Australia • China • Hong Kong • India • Indonesia • Japan • Malaysia • Philippines • Taiwan • Thailand • Singapore • South Korea Middle East & Africa • Austria • Belgium • Bulgaria • Italy • Latvia • Romania • Slovak Republic • Slovenia • Switzerland • Turkey • Ukraine • France • Germany • Netherlands • Poland • Spain • Sweden • United Kingdom • Argentina • Aruba • Bolivia • Brazil • Curacao • Colombia • Costa Rica • Dominican • Ecuador • El Salvador • Guatemala • Honduras • Jamaica • Nicaragua • Panama • Peru • Republic • Uruguay • Venezuela • Algeria • Bahrain • Egypt • Jordan • Kuwait • Lebanon • Libya • Morocco • Nigeria • Oman • Saudi Arabia • South Africa • Tunisia • United Arab Emirates Stagwell Affiliates COUNTRIES 34+ 75+ EMPLOYEES 12K+ 21K+ Stagwell’s Affiliate Network Significantly Expands Our Global Footprint • Canada • USA • Mexico Note: As of June 30, 2024.


 
O U R P R I N C I P A L C A P A B I L I T I E S Creativity & Communications Blue-Chip Customer Base Performance Media & Data Addressable on a Global Scale Consumer Insights & Strategy Tracking Across the Entire Consumer Journey Digital Transformation Building & Designing Digital Platforms & Technology 2 3 4 5 10 56% 2Q24Stagwell Marketing Cloud Group SaaS and DaaS Tools for the Modern Marketer 1 Notes: Digital Revenue Percentage is percentage of Total Net Revenue from Stagwell Marketing Cloud Group, Digital Transformation, Performance Media & Data, and Consumer Insights & Strategy capabilities


 
R E V E N U E G R O W T H B Y C A P A B I L I T Y Notes: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. EBITDA includes corporate expenses, notionally allocated ratably across each capability. 2Q24 YTD Principal Capability Organic Revenue Growth Revenue Growth Organic Revenue Growth Revenue Growth Stagwell Marketing Cloud Group 14.0% 13.4% 10.3% 10.3% Digital Transformation 0.3% 2.1% 1.9% 4.0% Performance Media & Data 4.4% 4.6% 8.0% 8.7% Consumer Insights & Strategy (2.2)% (2.1)% (4.7)% (4.6)% Creativity & Communications 5.8% 8.7% 7.4% 9.6% TOTAL 4.3% 6.2% 5.3% 6.9% TOTAL EX-ADVOCACY 1.1% 3.0% 1.4% 3.1% % OF REVENUE 2Q 10% 24% 12% 7% 47%


 
N E T R E V E N U E G R O W T H B Y C A P A B I L I T Y Notes: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. EBITDA includes corporate expenses, notionally allocated ratably across each capability. 2Q24 YTD Principal Capability Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth Stagwell Marketing Cloud Group 8.5% 7.8% 5.0% 5.0% Digital Transformation (1.2)% 1.0% (1.2)% 1.4% Performance Media & Data 5.5% 5.7% 8.1% 8.8% Consumer Insights & Strategy (0.1)% (0.1)% (4.3)% (4.2)% Creativity & Communications 0.1% 0.2% 1.6% 0.8% TOTAL 1.2% 1.7% 1.5% 1.9% TOTAL EX-ADVOCACY (0.5)% 0.1% (0.8)% (0.4)% % OF NET REVENUE 2Q 9% 24% 14% 9% 44%


 
A D J E B I T D A G R O W T H B Y C A P A B I L I T Y Note: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. *EBITDA includes corporate expenses, notionally al located ratably across each capability. Principal Capability 2Q24 YTD Stagwell Marketing Cloud Group (57.9)% (38.4)% Digital Transformation 7.5% 5.9% Performance Media & Data (52.9)% 8.9% Consumer Insights & Strategy 0.7% 4.4% Creativity & Communications (2.0)% 14.4% TOTAL (5.6)% 8.0% TOTAL EX-ADVOCACY (19.8)% (6.7)% % OF ADJ. EBITDA* 2Q Adj. EBITDA* Growth Y/Y 2% 34% 5% 11% 48%


 
Three Months Ended, Six Months Ended, June 30, 2024 June 30, 2023 % Change June 30, 2024 June 30, 2023 % Change Total Revenue $671 $632 6.2% $1,341 $1,255 6.9% Advocacy Revenue 72 51 41.6% 137 87 57.6% Total Ex Advocacy 599 581 3.0% 1,204 1,168 3.1% Three Months Ended, Six Months Ended, June 30, 2024 June 30, 2023 % Change June 30, 2024 June 30, 2023 % Change Total Net Revenue $554 $545 1.7% $1,087 $1,067 1.9% Advocacy Net Revenue 45 36 25.9% 87 63 25.9% Total Ex Advocacy 510 509 0.1% 1,000 1,004 (0.4)% Three Months Ended, Six Months Ended, June 30, 2024 June 30, 2023 % Change June 30, 2024 June 30, 2023 % Change Total Adj. EBITDA $86 $91 (5.6)% $176 $163 8.0% Advocacy Adj. EBITDA 21 10 110.8% 34 11 211.1% Total Ex Advocacy 65 81 (19.8)% 142 152 (6.7)% E X - A D V O C A C Y R E V E N U E , N E T R E V E N U E & A D J U S T E D E B I T D A Note: Advocacy includes Targeted Victory, SKDK, & TMA Direct. Actuals may not foot due to rounding $ in Millions NET REVENUE ADJ. EBITDA 14 REVENUE


 
N E W B U S I N E S S U P D A T E 15 PER CLIENT AT TOP 25 Notable Business WINS & EXPANSIONS Net New Business 2Q24 $113M LTM $324M Avg. Net Revenue 2Q24 $6.0M


 
S T A G W E L L M A R K E T I N G C L O U D G R O U P 16 Net Revenue1 1. Defined as GAAP Revenue minus Billable Costs – Includes both the Advanced Media Platform and Stagwell Marketing Cloud groups. In Millions. Net Revenue Adj. EBITDA Margin Advanced Media Platforms $41.9 13.1% Stagwell Marketing Cloud $9.9 (38.4)% TOTAL $51.8 3.3% GROWTH (y/y) 7.8% $48M $52M 2Q23 2Q24 $ in Millions


 
17 LIQUIDITY Available Liquidity (as of 6/30/2024) Commitment Under Credit Facility $ 640 Drawn 334 Letters of Credit 16 Undrawn Commitments Under Facility $ 291 Total Cash & Cash Equivalents 136 Total Available Liquidity $ 427 $ in Millions Note: Numbers may not foot due to rounding.


 
18 MAINTAINING DISCIPLINE AROUND Deferred Acquisition Costs REDUCED DAC BY $43M FROM 1Q23 QUARTER-END BALANCE $114M $71M 2Q23 2Q24 Note: Numbers may not foot due to rounding.


 
A D J U S T E D E A R N I N G S P E R S H A R E Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Reported (GAAP) Adjustments Non-GAAP Reported (GAAP) Adjustments Non-GAAP Net income attributable to Stagwell Inc. common shareholders (2,965) $ 18,935 $ 15,970 (4,247) $ 38,415 $ 34,168 Net income attributable to Class C Shareholders - 22,828 22,828 - 47,382 47,382 Net income – diluted EPS $ (2,965) $ 41,763 $ 38,798 $ (4,247) $ 85,797 $ 81,550 Weighted average number of common shares outstanding (diluted) 113,484 5,281 118,765 113,059 4,760 117,819 Weighted average number of common class C shares outstanding (diluted) - 151,649 151,649 - 151,649 151,649 Weighted average number of shares outstanding 113,484 156,930 270,414 113,059 156,409 269,468 Adjusted earnings per share (diluted) $ (0.03) $ 0.14 $ (0.04) $ 0.30 Adjustments to net income (loss) Amortization expense $ 35,008 $ 63,211 Impairment and other losses 215 1,715 Stock-based compensation 5,875 21,991 Deferred acquisition consideration 7,236 7,390 Other items, net 8,869 20,725 Total add-backs 57,203 115,032 Adjusted tax expense (12,905) (25,653) $ 44,298 89,379 Net loss attributable to Class C shareholders (2,535) (3,582) $ 41,763 $ 85,797 19 $ and Shares in Thousands Note: Numbers may not foot due to rounding.


 
G A A P C O N S O L I D A T E D O P E R A T I N G P E R F O R M A N C E Revenue Cost of services Office & general expenses Depreciation & amortization Impairment & other losses Total operating expenses Operating income (Loss) Interest expense, net Foreign exchange, net Other, net Other income (expenses) Income tax expense (benefit) Income (loss) before equity in earnings of non-consolidated affiliates Equity in income (loss) of non-consolidated affiliates Net income (loss) Net income (loss) attributable to non-controlling & redeemable non-controlling interests Net income (loss) attributable to Stagwell Inc. common shareholders Earnings Per Share Basic Diluted Weighted Average Number of Shares Outstanding Basic Diluted Note: Numbers may not foot due to rounding. 20 $ and Shares in Thousands Three Months Ended June 30, 2024 2023 $ 671,168 $ 632,265 438,912 402,431 168,133 162,522 42,001 35,488 215 10,562 $ 649,261 $ 611,003 $ 21,907 $ 21,262 (23,533) (23,680) (1,355) (1,478) 193 (416) $ (24,695) $ (25,574) 1,165 437 $ (3,953) $ (4,749) (1) (216) $ (3,954) $ (4,965) 989 1,771 $ (2,965) $ (3,194) $ (0.03) $ (0.03) $ (0.03) $ (0.03) 113,484 115,400 113,484 115,400 Six Months Ended June 30, 2024 2023 $ 1,341,227 $ 1,254,709 883,438 816,329 331,476 321,358 76,837 68,965 1,715 10,562 $ 1,293,466 $ 1,217,214 $47,761 $ 37,495 (44,498) (41,869) (3,613) (2,148) (1,074) (196) $ (49,185) $ (44,213) 3,750 673 $ (5,174) $ (7,391) 507 (443) $ (4,667) $ (7,834) 420 6,029 $ (4,247) $ (1,805) $ (0.04) $ (0.01) $ (0.04) $ (0.01) 113,059 120,272 113,059 120,272


 
C A P I T A L S T R U C T U R E Note: Share count assumes full conversion of Class C shares to Class A on a one-to-one basis. Numbers may not foot due to rounding 1. Excludes non-controll ing interest of Stagwell Class C shareholders to reflect NCI balance pro forma for full conversion of Class C shares to Class A. 2. A portion of the DAC will be paid with approximately 2.4m shares assuming conversion as of 6/30/24. 3. Includes redeemable non-controll ing interest and obligations in connection with profit interests held by employees. 4. Non-consolidated investments 5. Share Count does not include unvested stock grants, unsettled SARs or portion of DAC to be settled in stock. Pro Forma total share count as of 7/25/2024 would be 111.7m Class A shares, 151.6 Class C shares, 2.9m shares to settle DAC and 8.7m share-based awards, for a total of 274.9m shares outstanding. 6. Estimated shares to be issued upon the exercise of settled SAR awards using treasury method. Net Debt & Debt-Like ($M, as of 6/30/2024) Revolving Credit Facility $ 334 Bonds 1,100 NCI1 22 DAC2 71 RNCI3 23 Less: Investments4 15 Less: Cash 136 TOTAL NET DEBT & DEBT-LIKE $ 1,399 Share Count5 (Thousands, as of 7/25/2024) Class A 111,731 Class C (equal voting & economic rights to Class A) 151,649 Share-based awards6 8,699 DILUTED 272,079 21


 
22 APPLYING A PROVEN PLAYBOOK to scale Stagwell Marketing Cloud Group Building complementary software solutions leveraging the domain expertise and distribution channels already in place at Stagwell Advanced Media Platforms Proprietary & Premium Owned Media Channels Media Studio Solution for Modern Media Planners and Buyers Harris Quest Research Market Research Products by The Harris Poll PRophet Comms Tech AI-Driven Platform for Modern Communicators Digital Services Technology Digital Transformation Building Digital Platforms & Consumer Experiences Performance Media & Data Integrated Omnichannel Media, Data & E-Commerce Consumer Insights & Strategy Tracking Across the Consumer Journey Creativity & Communications Blue-Chip Customer Base 1 2 3 4


 
23 We've developed a proven strategy to develop and incubate new technologies, making informed product roadmap decisions based off agency clients while leveraging our world-class tech team STAGWELL MARKETING CLOUD GROUP Product Incubation Playbook WE BUILD ADVANCED PRODUCTS MORE EFFICIENTLY than the rest Faster Shared infrastructure + tech expertise DEVELOP & ITERATE FAST Cheaper World's most ambitious clients + upselling opportunities LOWER GO-TO-MARKET COSTS Better Proprietary data + the best marketers in the world INTERNAL TESTING & INSIGHTS THAT DELIVER BETTER PRODUCTS


 
24 REAL-TIME INSIGHTS Product Spotlight Customer Benefit Unlocking continuous brand tracking on an affordable, global, modern basis for research professionals


 
25 ARTIFICAL INTELLIGENCE Product Spotlight Customer Benefit Revolutionizing the PR process through AI, saving PR professionals from millions of tedious working hours


 
26 AUGMENTED REALITY Product Spotlight Customer Benefit Bringing a whole new level of stadium entertainment and fan engagement to sports and entertainment through shared AR


 
27 STAGWELL MARKETING CLOUD GROUP Pricing Model Modern, flexible pricing models that fit the needs and budgets for the modern marketer Subscription Pricing Annual SaaS contract Consumption Fee Data and media spend Advertising-Based Sponsorship fees


 
Thank You Contact Us: IR@StagwellGlobal.com