EX-99.1 2 stgw2023930pr.htm EX-99.1 Document
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FOR IMMEDIATE ISSUE


STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Stagwell Sees Strong Growth in Stagwell Marketing Cloud Group and Performance Media Capabilities; International Revenue Growth of 24% in Q3
Posted $81 million of net new business in Q3; LTM net new business exceeds $250 million
Completed sale of non-core ConcentricLife for $245 million
Revenue of $618 million; Net revenue of $535 million
Net Income of $3 million; Adjusted EBITDA of $102 million
Expects 2023 Adjusted EBITDA of $390 to $410 million

New York, NY, November 2, 2023 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and nine months ended September 30, 2023.

THIRD QUARTER AND NINE MONTHS HIGHLIGHTS:

Q3 revenue of $618 million, a decrease of 7% versus the prior year period; YTD revenue of $1,872 million, a decrease of 5% versus the prior year period
Q3 net revenue of $535 million, a decrease of 4% versus the prior period; YTD net revenue of $1,596 million, a decrease of 3% versus the prior year period
Q3 organic net revenue declined 7% versus the prior year period and 5% ex-Advocacy; YTD organic net revenue declined 6% versus the prior year period and 4% ex-Advocacy.
Q3 net revenue from international increased 25%, led by increases of 30% in EMEA, 18% in LATAM and 12% in APAC
Q3 revenue from the Stagwell Marketing Cloud Group capability increased 7%, and net revenue increased 20%
Q3 net income of $3 million versus net income of $35 million in the prior year period; YTD net loss of $12 million versus net income of $93 million in the prior year period
Q3 net income attributable to Stagwell Inc. common shareholders of $653 thousand versus net income of $11 million in the prior year period; YTD net loss attributable to Stagwell Inc. common shareholders of $4 million versus net income of $34 million in the prior year period
Q3 Adjusted EBITDA of $102 million, a decrease of 12% versus the prior year period; YTD Adjusted EBITDA of $265 million, a decrease of 19% versus the prior year period
Q3 Adjusted EBITDA Margin of 19% on net revenue, an increase of 210 basis points sequentially; YTD Adjusted EBITDA Margin of 17% on net revenue
Q3 earnings per share attributable to Stagwell Inc. common shareholders of $0.003
Q3 Adjusted earnings per share attributable to Stagwell Inc. common shareholders of $0.18; YTD Adjusted earnings per share of $0.45
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Q3 net new business of $81 million; YTD net new business of $209 million

“Stagwell achieved over $100 million of EBITDA in Q3 and is on course to return to growth over the next two quarters as new business continues to flow in and the tech industry pauses and auto and entertainment strikes which have impacted this sector are ebbing,” said Mark Penn, Chairman and CEO, Stagwell. “We are already growing in key areas like media and international and made adjustments to again achieve a 19% margin on net revenue.”

“We have trimmed our costs, implemented new systems, reordered our portfolio, and are ready for a strong 2024 as the political cycle kicks in again and as we introduce our cutting-edge AI products within the Stagwell Marketing Cloud. Our disposition of a single non-core asset for $245 million, which has now closed, both improves our balance sheet and readies the company for further growth and expansion through prudent investment.”

Frank Lanuto, Chief Financial Officer, commented: “In the face of continued sector-wide headwinds, we took decisive measures to reduce costs to align with our revenue which resulted in a third quarter adjusted EBITDA margin of 19 percent, in line with our targeted operating range. Continued progress with our initiatives to standardize and centralize our cost structure to the shared services platform will be accretive to margins over the next several quarters. The sale of ConcentricLife will serve to reduce net debt and will support our goal of strengthening the balance sheet and reducing financial leverage.

Financial Outlook
2023 financial guidance is as follows:
Organic Net Revenue decline of about 4%
Organic Net Revenue excluding Advocacy decline of about 2.5%
Adjusted EBITDA of $390 million – $410 million
Free Cash Flow Conversion of 40% - 50%
Adjusted EPS of $0.73 - $0.78
Guidance assumes no impact from foreign exchange, acquisitions or dispositions.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2023 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 October 2, 2023, the Company acquired 100% of the membership interest of Left Field Labs, LLC, a digital experience design and strategy company, for approximately $9.4 million in cash, and 825 thousand shares of Class A Common Stock, par value $.001 per share (the “Class A Common Stock”), subject to post-closing adjustments. In connection with the agreement, the previous owners are entitled to contingent consideration up to a maximum value of $51.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion.

On October 31, 2023, the Company completed the sale of its integrated healthcare marketing agency and pharmaceutical commercialization platform, ConcentricLife, for $245 million in cash.

On November 1, 2023, the Company acquired Movers and Shakers LLC, a business that provides social media marketing solutions, for approximately $15 million, to be paid in cash or up to 30% in shares of Class A Common stock, subject to post-closing adjustments. In connection with the agreement, the previous owners are entitled to contingent consideration up to a maximum value of $35 million, subject to meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion.

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Video Webcast
Management will host a video webcast on Thursday, November 2, 2023, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and nine months ended September 30, 2023. The video webcast will be accessible at https://stgw.io/Q3Earnings. 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.
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 13,000+ 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” refer to the positive or negative revenue results, respectively, of subtracting the impact of foreign exchange and acquisition (disposition) from total revenue growth. The impact of foreign currency represents the period-over-period change in revenue driven by the fluctuation of foreign exchange rates between such periods and is calculated as the difference between prior period revenue reported and prior period revenue converted utilizing the current period foreign exchange rates. The impact of acquisitions is calculated as follows (a) for entities purchased in the current year, prior year revenue of the acquired entity beginning on the acquisition date, as if we acquired the entity in the prior year, through the end of the reported period and (b) for entities purchased in the prior year, prior year revenue of the acquired entity as if we acquired the entity at the beginning of the reported period through the date of acquisition (prior year revenue for the period we did not own the acquired entity). The impact of divestitures is calculated as the prior year revenue of the disposed entity from the date of disposition, as if the entity was disposed of in the prior year, to the end of the reporting period. “Net Organic revenue growth” and “Net Organic revenue decline” also excludes the impact of Billable costs in analyzing Organic revenue growth (decline) as these costs and their fluctuations are not indicative of the operating performance of our underlying business.
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(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 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.
(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 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 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;
the continued impact of the coronavirus pandemic (“COVID-19”), and evolving strains of COVID-19 on the economy and 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, 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 (such as the ongoing military conflict between Russia and Ukraine), 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 2022 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, 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 September 30,Nine Months Ended September 30,
2023202220232022
Revenue$617,573 $663,791 $1,872,282 $1,979,607 
Operating Expenses
Cost of services384,980 417,134 1,201,309 1,253,765 
Office and general expenses160,021 119,186 481,379 429,121 
Depreciation and amortization38,830 32,207 107,795 95,642 
Impairment and other losses— 25,211 10,562 28,034 
583,831 593,738 1,801,045 1,806,562 
Operating Income33,742 70,053 71,237 173,045 
Other income (expenses):
Interest expense, net(25,886)(19,672)(67,755)(56,552)
Foreign exchange, net(140)(3,927)(2,288)(4,163)
Other, net(271)147 (467)182 
(26,297)(23,452)(70,510)(60,533)
Income before income taxes and equity in earnings of non-consolidated affiliates7,445 46,601 727 112,512 
Income tax expense4,324 11,540 12,425 20,150 
Income (loss) before equity in earnings of non-consolidated affiliates3,121 35,061 (11,698)92,362 
Equity in income (loss) of non-consolidated affiliates(4)213 (447)1,053 
Net income (loss)3,117 35,274 (12,145)93,415 
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests(2,464)(24,665)8,548 (59,668)
Net income (loss) attributable to Stagwell Inc. common shareholders$653 $10,609 $(3,597)$33,747 
Earnings (Loss) Per Common Share:
   Basic$0.01 $0.08 $(0.03)$0.27 
   Diluted$0.01 $0.08 $(0.03)$0.26 
Weighted Average Number of Common Shares Outstanding:
   Basic 110,787 125,384 118,772 124,710 
   Diluted265,006 130,498 118,772 131,550 
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)

Net Revenue - Components of ChangeChange
Three Months Ended September 30, 2022Foreign CurrencyNet Acquisitions (Divestitures)OrganicTotal ChangeThree Months Ended September 30, 2023OrganicTotal
Integrated Agencies Network$311,926 $664 $2,117 $(17,639)$(14,858)$297,068 (5.7)%(4.8)%
Brand Performance Network160,473 2,6661,573 (2,284)1,955 162,428 (1.4)%1.2 %
Communications Network79,919 70— (17,573)(17,503)62,416 (22.0)%(21.9)%
All Other3,436 (32)9,738 (190)9,516 12,952 (5.5)%276.9 %
$555,754 $3,368 $13,428 $(37,686)$(20,890)$534,864 (6.8)%(3.8)%


Net Revenue - Components of ChangeChange
Nine Months Ended September 30, 2022Foreign CurrencyNet Acquisitions (Divestitures)OrganicTotal ChangeNine Months Ended September 30, 2023OrganicTotal
Integrated Agencies Network$929,033 $(3,173)$6,271 $(39,004)$(35,906)$893,127 (4.2)%(3.9)%
Brand Performance Network487,829(2,466)11,296 (5,636)3,194 491,023 (1.2)%0.7 %
Communications Network212,620(282)1,918 $(37,224)(35,588)177,032 (17.5)%(16.7)%
All Other9,225 (170)35,135 (9,786)25,179 34,404 (106.1)%272.9 %
$1,638,707 $(6,091)$54,620 $(91,650)$(43,121)$1,595,586 (5.6)%(2.6)%

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

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 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 September 30, 2023
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$297,068 $162,428 $62,416 $12,952 $— $534,864 
Billable costs 51,713 10,933 20,089 (26)— 82,709 
Revenue348,781 173,361 82,505 12,926 — 617,573 
Billable costs51,713 10,933 20,089 (26)— 82,709 
Staff costs177,173 103,349 37,412 10,391 10,589 338,914 
Administrative costs28,610 22,953 7,626 1,849 1,301 62,339 
Unbillable and other costs, net14,108 12,933 84 4,717 — 31,842 
Adjusted EBITDA (1)
77,177 23,193 17,294 (4,005)(11,890)101,769 
Stock-based compensation6,706 1,744 1,252 268 2,095 12,065 
Depreciation and amortization22,559 9,229 2,784 2,138 2,120 38,830 
Deferred acquisition consideration1,018 2,130 3,757 (504)— 6,401 
Other items, net (1)
5,428 3,956 244 292 811 10,731 
Operating income (loss)$41,466 $6,134 $9,257 $(6,199)$(16,916)$33,742 

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

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 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 Nine Months Ended September 30, 2023
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$893,127 $491,023 $177,032 $34,404 $— $1,595,586 
Billable costs 139,787 83,706 53,229 (26)— 276,696 
Revenue1,032,914 574,729 230,261 34,378 — 1,872,282 
Billable costs139,787 83,706 53,229 (26)— 276,696 
Staff costs548,012 313,813 115,846 31,124 25,850 1,034,645 
Administrative costs86,200 70,963 25,096 1,244 13,343 196,846 
Unbillable and other costs, net47,538 38,860 336 12,202 — 98,936 
Adjusted EBITDA (1)
211,377 67,387 35,754 (10,166)(39,193)265,159 
Stock-based compensation15,945 3,365 2,177 427 12,701 34,615 
Depreciation and amortization61,416 26,021 8,216 6,152 5,990 107,795 
Deferred acquisition consideration8,118 1,112 3,403 (1,752)— 10,881 
Impairment and other losses9,175 1,387 — — — 10,562 
Other items, net (1)
13,078 9,237 1,337 1,079 5,338 30,069 
Operating income (loss)$103,645 $26,265 $20,621 $(16,072)$(63,222)$71,237 

(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 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 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 September 30, 2022
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$311,926 $160,473 $79,919 $3,436 $— $555,754 
Billable costs 54,511 10,990 42,536 — — 108,037 
Revenue366,437 171,463 122,455 3,436 — 663,791 
Billable costs54,511 10,990 42,536 — — 108,037 
Staff costs190,975 100,062 45,030 2,735 10,325 349,127 
Administrative costs27,343 23,661 9,332 1,045 219 61,600 
Unbillable and other costs, net17,410 12,438 68 19 — 29,935 
Adjusted EBITDA (1)
76,198 24,312 25,489 (363)(10,544)115,092 
Stock-based compensation5,308 2,923 671 3,349 12,258 
Depreciation and amortization18,286 8,205 2,683 1,207 1,826 32,207 
Deferred acquisition consideration841 1,444 (32,074)— — (29,789)
Impairment and other losses1,735 7,494 — 15,982 — 25,211 
Other items, net (1)
1,081 1,166 420 (1)2,486 5,152 
Operating income (loss)$48,947 $3,080 $53,789 $(17,558)$(18,205)$70,053 

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

Note: The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 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 Nine Months Ended September 30, 2022
Integrated Agencies NetworkBrand Performance NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$929,033 $487,829 $212,620 $9,225 $— $1,638,707 
Billable costs 163,331 75,717 101,852 — — 340,900 
Revenue1,092,364 563,546 314,472 9,225 — 1,979,607 
Billable costs163,331 75,717 101,852 — — 340,900 
Staff costs575,959 297,243 128,784 7,919 30,212 1,040,117 
Administrative costs86,002 65,830 24,475 2,249 4,803 183,359 
Unbillable and other costs, net51,610 35,497 272 29 — 87,408 
Adjusted EBITDA (1)
215,462 89,259 59,089 (972)(35,015)327,823 
Stock-based compensation15,044 9,152 1,077 15 8,122 33,410 
Depreciation and amortization55,136 25,044 7,787 2,458 5,217 95,642 
Deferred acquisition consideration5,697 7,349 (27,466)— — (14,420)
Impairment and other losses2,519 8,051 — 17,464 — 28,034 
Other items, net (1)
2,575 3,676 557 21 5,283 12,112 
Operating income (loss)$134,491 $35,987 $77,134 $(20,930)$(53,637)$173,045 

(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 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.




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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 September 30, 2023
GAAPAdjustmentsNon-GAAP
Net income attributable to Stagwell Inc. common shareholders$653 $20,844 $21,497 
Net income attributable to Class C shareholders33 26,530 26,563 
Net income attributable to Stagwell Inc. and Class C and adjusted net income$686 $47,374 $48,060 
Weighted average number of common shares outstanding113,357 5,663 119,020 
Weighted average number of common Class C shares outstanding151,649 — 151,649 
Weighted average number of shares outstanding265,006 5,663 270,669 
Dilutive EPS and Adjusted Diluted EPS
$0.00 $0.18 
Adjustments to Net income(1)
Amortization
$31,182 
Impairment and other losses— 
Stock-based compensation12,065 
Deferred acquisition consideration6,401 
Other items, net10,731 
$60,379 
Adjusted tax expense
(13,005)
$47,374 

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

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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 Nine Months Ended September 30, 2023
GAAPAdjustmentsNon-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders$(3,597)$61,195 $57,598 
Net income attributable to Class C shareholders— 70,200 70,200 
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income (3,597)131,395 127,798 
Weighted average number of common shares outstanding118,772 10,736 129,508 
Weighted average number of common Class C shares outstanding— 156,092 156,092 
Weighted average number of shares outstanding118,772 166,828 285,600 
Diluted EPS and Adjusted Diluted EPS
$(0.03)$0.45 
Adjustments to Net Income (loss)(1)
Amortization
$86,605 
Impairment and other losses10,562 
Stock-based compensation34,615 
Deferred acquisition consideration10,881 
Other items, net30,069 
172,732 
Adjusted tax expense(33,653)
139,079 
Net loss attributable to Class C shareholders(7,684)
$131,395 
Allocation of adjustments to net income (loss)
Net income attributable to Stagwell Inc. common shareholders$61,195 
Net income attributable to Class C shareholders77,884 
Net loss attributable to Class C shareholders(7,684)
70,200 
$131,395 

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



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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 September 30, 2022

GAAPAdjustmentsNon-GAAP
Net income attributable to Stagwell Inc. common shareholders$10,609 $16,863 $27,472 
Weighted average number of common shares outstanding130,498 — 130,498 
Diluted EPS and Adjusted Diluted EPS$0.08 $0.21 
Adjustments to Net income (1)
Amortization
$25,808 
Impairment and other losses25,211 
Stock-based compensation12,258 
Deferred acquisition consideration(29,789)
Other items, net5,152 
38,640 
Adjusted tax expense
(420)
$38,220 
Less: Net income attributable to Class C shareholders(21,357)
Net income attributable to Stagwell Inc. common shareholders$16,863 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
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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 Nine Months Ended September 30, 2022

GAAPAdjustmentsNon-GAAP
Net income attributable to Stagwell Inc. common shareholders$33,747 $52,699 $86,446 
Weighted average number of common shares outstanding131,550 — 131,550 
Diluted EPS and Adjusted Diluted EPS$0.26 $0.66 
Adjustments to Net income(1)
Amortization
$75,877 
Impairment and other losses28,034 
Stock-based compensation33,410 
Deferred acquisition consideration(14,420)
Other items, net12,112 
135,013 
Adjusted tax expense(15,569)
$119,444 
Less: Net income to attributable to Class C shareholders(66,745)
Net income attributable to Stagwell Inc. common shareholders $52,699 

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
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SCHEDULE 11
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
 September 30, 2023December 31, 2022
 
ASSETS  
Current Assets  
Cash and cash equivalents$98,705 $220,589 
Accounts receivable, net670,090 645,846 
Expenditures billable to clients128,903 93,077 
Other current assets104,082 71,443 
Total Current Assets1,001,780 1,030,955 
Fixed assets, net81,373 98,878 
Right-of-use assets - operating leases245,187 273,567 
Goodwill1,572,489 1,566,956 
Other intangible assets, net844,004 907,529 
Other assets125,376 115,447 
Total Assets$3,870,209 $3,993,332 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$306,956 $357,253 
Accrued media183,510 240,506 
Accruals and other liabilities205,861 248,477 
Advance billings335,600 337,034 
Current portion of lease liabilities - operating leases67,976 76,349 
Current portion of deferred acquisition consideration104,294 90,183 
Total Current Liabilities1,204,197 1,349,802 
Long-term debt1,498,129 1,184,707 
Long-term portion of deferred acquisition consideration29,443 71,140 
Long-term lease liabilities - operating leases271,285 294,049 
Deferred tax liabilities, net47,717 40,109 
Other liabilities55,099 69,780 
Total Liabilities3,105,870 3,009,587 
Redeemable Noncontrolling Interests10,085 39,111 
Commitments, Contingencies and Guarantees
Shareholders' Equity
Common shares - Class A & B116 132 
Common shares - Class C
Paid-in capital324,926 491,899 
Retained earnings24,586 29,445 
Accumulated other comprehensive loss(18,813)(38,941)
Stagwell Inc. Shareholders' Equity330,817 482,537 
Noncontrolling interests423,437 462,097 
Total Shareholders' Equity754,254 944,634 
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity$3,870,209 $3,993,332 
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SCHEDULE 12
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
 Nine Months Ended September 30,
20232022
Cash flows from operating activities:
Net income $(12,145)$93,415 
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Stock-based compensation34,615 33,410 
Depreciation and amortization107,795 95,642 
Impairment and other losses10,562 28,034 
Deferred income taxes(1,112)(1,557)
Adjustment to deferred acquisition consideration10,881 (14,420)
Other, net(4,292)1,679 
Changes in working capital:
Accounts receivable(25,405)(34,637)
Expenditures billable to clients(36,217)5,525 
Other assets6,539 4,100 
Accounts payable(58,716)34,630 
Accrued expenses and other liabilities(149,267)(138,947)
Advance billings(1,759)(23,017)
Deferred acquisition related payments(9,021)(10,776)
Net cash (used in) provided by operating activities
(127,542)73,081 
Cash flows from investing activities:
Capital expenditures(12,205)(16,103)
Acquisitions, net of cash acquired(6,678)(37,461)
Capitalized software(19,026)(9,392)
Other(6,939)(1,328)
Net cash used in investing activities
(44,848)(64,284)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility(1,250,500)(855,000)
Proceeds from borrowings under revolving credit facility1,562,500 989,500 
Shares repurchased and cancelled(203,958)(43,637)
Distributions to noncontrolling interests(24,538)(38,486)
Payment of deferred consideration(31,666)(61,089)
Purchase of noncontrolling interest— (3,600)
Debt issuance costs(150)— 
Repurchase of Common Stock— 
Net cash provided by (used in) financing activities
51,688 (12,312)
Effect of exchange rate changes on cash and cash equivalents(1,182)(15,243)
Net decrease in cash and cash equivalents(121,884)(18,758)
Cash and cash equivalents at beginning of period220,589 184,009 
Cash and cash equivalents at end of period$98,705 $165,251 

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