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STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022

FY22 Revenue rises to record $2.7B following sixth-consecutive quarter of double-digit growth; company doubles stock buyback program to $250M

  • FY22 Pro Forma revenue growth of 21%; 16% in Q4
  • FY22 Pro Forma organic net revenue growth of 14%; 8% in Q4
  • Adjusted EBITDA of $451M in FY22, a 20.3% margin on net revenue
  • Adjusted EBITDA of $123M in Q4, a 21.1% margin on net revenue
  • FY22 Adjusted net income of $268M; $63M in Q4
  • FY22 Adjusted EPS of $0.90; $0.22 in Q4
  • FY22 Free Cash Flow of $270M; $268M in Q4
  • FY22 Net New Business of $213M; $42M in Q4
  • Reduced net debt by $47M versus prior year, ending with a net leverage ratio of 2.17x
  • Issues 2023 Organic Net Revenue growth guidance of 7.5%-10% and 10%-14% ex-Advocacy
  • Issues 2023 Adjusted EBITDA guidance of $450M–$490M and Free Cash Flow conversion of 50%-60%

NEW YORK, March 2, 2023 /PRNewswire/ — (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three months and year ended December 31, 2022.

FOURTH QUARTER AND FULL YEAR HIGHLIGHTS:

  • Q4 revenue of $708 million, an increase of 16% versus the prior year period; FY22 revenue of $2,688 million, an increase of 83% versus the prior year period
  • Q4 revenue growth of 16% versus the prior year period and 13% ex-Advocacy; Pro Forma FY22 revenue growth of 21% versus the prior year period and 17% ex-Advocacy
  • Q4 net revenue of $583 million, an increase of 12% versus the prior period; FY22 net revenue of $2,222 million, an increase of 75% versus the prior year period
  • Q4 net revenue growth of 12% versus the prior year period and 10% ex-Advocacy; Pro Forma FY22 net revenue growth of 15% versus the prior year period and 13% ex-Advocacy
  • Q4 organic net revenue growth of 8% versus the prior year period and 6% ex-Advocacy; Pro Forma FY22 organic net revenue growth of 14% versus the prior year period and 12% ex-Advocacy
  • Q4 Adjusted EBITDA of $123 million, an increase of 19% versus the prior year period; FY22 Adjusted EBITDA of $451 million, an increase of 78% versus the prior year period
  • Q4 Adjusted EBITDA growth of 19% versus the prior period and 10% ex-Advocacy; Pro Forma FY22 Adjusted EBITDA growth of 19% versus the prior period and 12% ex-Advocacy
  • Q4 Adjusted EBITDA Margin of 21.1% on net revenue; FY22 Adjusted EBITDA Margin of 20.3% on net revenue
  • Q4 net loss of $28 million versus net income of $5 million in the prior year period; FY22 net income of $66 million versus $36 million in the prior year period
  • Q4 net loss attributable to Stagwell Inc. common shareholders of $6 million versus net income of $1 million in the prior year period; FY22 net income attributable to Stagwell Inc. common shareholders of $27 million versus $21 million in the prior year period
  • Q4 Adjusted net income of $63 million; FY22 Adjusted net income of $268 million
  • Q4 Adjusted earnings per share for Stagwell Inc. common shareholders of $0.22; FY22 Adjusted earnings per share of $0.90
  • Q4 net new business of $42 million; FY22 net new business of $213 million

“Stagwell closed out 2022 with industry-leading double-digit growth, strong margin expansion, record free cash flow, record earnings per share, and a net debt ratio significantly below our target. We promised to transform marketing, and we have built game-changing AI and AR-driven products as we continue to grow and transform both our business and the industry,” said Mark Penn, Chairman and CEO, Stagwell. “We look forward to another year of double-digit growth outside of our advocacy businesses in 2023, continuing our momentum.”

Frank Lanuto, Chief Financial Officer, commented: “The Company reported a record $708 million of revenue in the fourth quarter, a 16% increase over the prior year and Adjusted EBITDA of $123 million. Adjusted EBITDA margin as a percentage of net revenue rose to 21.1% for the quarter and 20.3% for the year as a result of careful cost management. Free cash flows rose to $270 million driving down the Company’s net leverage ratio to 2.17x.”

Financial Outlook

2023 financial guidance is as follows:

  • Organic Net Revenue growth of 7.5% – 10%
  • Organic Net Revenue growth ex-Advocacy of 10% – 14%
  • Adjusted EBITDA of $450 million – $490 million
  • Free Cash Flow Conversion of 50% – 60%
  • Adjusted EPS of $0.90 – $1.05
  • 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.

Stock Repurchase Program

On March 1, 2023, the Board authorized an extension and a $125,000,000 increase in the size of our previously approved  stock repurchase program (the “Repurchase Program”). Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $250,000,000 of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program will expire on March 1, 2026.

Conference Call

Management will host a video webcast and conference call on Thursday, March 2, 2023, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three months and year ended December 31, 2022. The video webcast will be accessible at https://stgw.io/Q4andFYEarnings. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the conference call.

A recording of the conference call will be accessible one hour after the call 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:
Jason Reid
Ir@stagwellglobal.com

For Press:
Beth Sidhu
Pr@stagwellglobal.com

Basis of Presentation

The acquisition of MDC Partners (MDC) by Stagwell Marketing Group (SMG) was completed on August 2, 2021. The results of MDC are included within the Statements of Operations for the period beginning on the date of the acquisition through the end of the respective period presented and the results of SMG are included for the entirety of all periods presented.

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:

Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone statements 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 actual 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 project 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 reconciliation 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 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.

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; (the “Business Combination” and, together with the related transactions, the “Transactions”);
  • 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 2021 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.

 

SCHEDULE 1

STAGWELL INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share amounts)

Three Months Ended

 December 31,

Year Ended December 31,

2022

2021

2022

2021

Revenue

$        708,185

$        611,927

$     2,687,792

$     1,469,363

Operating Expenses

Cost of services

419,811

348,000

1,673,576

906,856

Office and general expenses

172,415

197,318

601,536

424,038

Depreciation and amortization

35,631

31,381

131,273

77,503

Impairment and other losses

94,145

1,314

122,179

16,240

722,002

578,013

2,528,564

1,424,637

Operating Income (Loss)

(13,817)

33,914

159,228

44,726

Other income (expenses):

Interest expense, net

(19,510)

(16,697)

(76,062)

(31,894)

Foreign exchange, net

1,557

(1,377)

(2,606)

(3,332)

Other, net

(7,241)

3,252

(7,059)

50,058

(25,194)

(14,822)

(85,727)

14,832

Income (loss) before income taxes and equity in earnings of non-consolidated affiliates

(39,011)

19,092

73,501

59,558

Income tax expense (benefit)

(12,570)

14,193

7,580

23,398

Income (loss) before equity in earnings of non-consolidated affiliates

(26,441)

4,899

65,921

36,160

Equity in loss of non-consolidated affiliates

(1,132)

(165)

(79)

(240)

Net income (loss)

(27,573)

4,734

65,842

35,920

Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests

21,095

(3,897)

(38,573)

(14,884)

Net income (loss) attributable to Stagwell Inc. common shareholders

$          (6,478)

$                837

$          27,269

$          21,036

Income (loss) Per Common Share:

Basic

Net income (loss) attributable to Stagwell Inc. common shareholders

$             (0.05)

$               0.01

$               0.22

$             (0.04)

Diluted

Net income (loss) attributable to Stagwell Inc. common shareholders

$             (0.05)

$               0.01

$               0.17

$             (0.04)

Weighted Average Number of Common Shares Outstanding:

Basic

122,927

99,615

124,262

90,426

Diluted

122,927

104,066

296,596

90,426

 

SCHEDULE 2

STAGWELL INC.

UNAUDITED PRO FORMA COMPONENTS OF NET REVENUE CHANGE

(amounts in thousands)

Net Revenue – Components of Change

Change

Three Months
Ended
December 31,
2021

Foreign
Currency

Net
Acquisitions
(Divestitures)

Organic

Total Change

Three Months
Ended
December 31,
2022

Organic

Total

Integrated Agencies Network

$        299,300

$         (2,201)

$           2,175

$         14,376

$         14,350

$       313,650

4.8 %

4.8 %

Brand Performance Network

156,644

(4,006)

13,462

13,954

23,410

180,054

8.9 %

14.9 %

Communications Network

60,778

(272)

931

17,567

18,226

79,004

28.9 %

30.0 %

All Other

2,969

(673)

10,369

(1,927)

7,769

10,738

(64.9) %

261.7 %

$        519,691

$         (7,152)

$         26,937

$         43,970

$         63,755

$       583,446

8.5 %

12.3 %

 

Net Revenue – Components of Change

Change

Year Ended
December 31,
2021

Foreign
Currency

Net
Acquisitions
(Divestitures)

Organic

Total Change

Year Ended
December 31,
2022

Organic

Total

Integrated Agencies Network

$     1,142,636

$         (8,327)

$           2,838

$       110,221

$       104,732

$    1,247,368

9.6 %

9.2 %

Brand Performance Network

543,376

(12,305)

38,434

98,377

124,506

667,882

18.1 %

22.9 %

Communications Network

214,829

(970)

2,682

70,400

72,112

286,941

32.8 %

33.6 %

All Other

25,973

(835)

(4,633)

(543)

(6,011)

19,962

(2.1) %

(23.1) %

$     1,926,814

$       (22,437)

$         39,321

$       278,455

$       295,339

$    2,222,153

14.5 %

15.3 %

Note: Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

 

SCHEDULE 3

STAGWELL INC.

UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS

(amounts in thousands)

For the Three Months Ended December 31, 2022

Integrated
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

Net Revenue

$     313,650

$        180,054

$                   79,004

$    10,738

$              —

$     583,446

Billable costs

70,391

13,608

40,741

(1)

—

124,739

Revenue

384,041

193,662

119,745

10,737

—

708,185

Billable costs

70,391

13,608

40,741

(1)

—

124,739

Staff costs

188,025

111,749

43,275

6,061

1,555

350,665

Administrative costs

29,396

29,013

8,521

1,677

6,542

75,149

Unbillable and other costs, net

18,506

12,716

154

2,961

—

34,337

Adjusted EBITDA (1)

77,723

26,576

27,054

39

(8,097)

123,295

Stock-based compensation

(1,270)

(3,322)

720

26

3,588

(258)

Depreciation and amortization

19,403

8,630

3,113

2,777

1,708

35,631

Deferred acquisition consideration

3,460

(5,613)

3,168

—

—

1,015

Impairment and other losses

49,841

42,727

—

1,577

—

94,145

Other items, net (1)

1,772

4,453

326

—

28

6,579

Operating income (loss)

$         4,517

$        (20,299)

$                   19,727

$    (4,341)

$    (13,421)

$     (13,817)

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

Note: Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

 

SCHEDULE 4

STAGWELL INC.

UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS

(amounts in thousands)

For the Year Ended December 31, 2022

Integrated
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

Net Revenue

$ 1,247,368

$        667,882

$               286,941

$    19,962

$              —

$ 2,222,153

Billable costs

232,434

89,326

143,879

—

—

465,639

Revenue

1,479,802

757,208

430,820

19,962

—

2,687,792

Billable costs

232,434

89,326

143,879

—

—

465,639

Staff costs

771,324

412,982

169,109

14,011

25,109

1,392,535

Administrative costs

112,285

90,853

31,721

3,894

18,002

256,755

Unbillable and other costs, net

70,116

48,212

427

2,990

—

121,745

Adjusted EBITDA (1)

293,643

115,835

85,684

(933)

(43,111)

451,118

Stock-based compensation

13,774

5,830

1,797

41

11,710

33,152

Depreciation and amortization

74,609

33,674

10,831

5,234

6,925

131,273

Deferred acquisition consideration

9,157

1,736

(24,298)

—

—

(13,405)

Impairment and other losses

52,360

50,778

—

19,041

—

122,179

Other items, net (1)

4,473

8,129

755

22

5,312

18,691

Operating income (loss)

$    139,270

$          15,688

$                 96,599

$  (25,271)

$    (67,058)

$     159,228

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

Note: Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

 

SCHEDULE 5

STAGWELL INC.

UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS

(amounts in thousands)

For the Three Months Ended December 31, 2021

Integrated
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

Net Revenue

$    299,301

$         156,644

$                   60,778

$      2,969

$              —

$    519,692

Billable costs

51,096

10,879

30,260

—

—

92,235

Revenue

350,397

167,523

91,038

2,969

—

611,927

Billable costs

51,096

10,879

30,260

—

—

92,235

Staff costs

191,971

90,689

36,877

1,634

9,466

330,637

Administrative costs

28,047

21,648

6,583

563

3,503

60,344

Unbillable and other costs, net

15,953

8,850

93

260

(19)

25,137

Adjusted EBITDA (1)

63,330

35,457

17,225

512

(12,950)

103,574

Stock-based compensation

14,760

2,631

543

24

3,610

21,568

Depreciation and amortization

18,859

7,961

2,465

486

1,610

31,381

Deferred acquisition consideration

9,001

184

80

—

—

9,265

Impairment and other losses

1,314

—

—

—

—

1,314

Other items, net (1)

801

3,205

152

—

1,974

6,132

Operating income (loss)

$      18,595

$           21,476

$                   13,985

$              2

$    (20,144)

$      33,914

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

Note: Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

 

SCHEDULE 6

STAGWELL INC.

UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS

(amounts in thousands)

For the Year Ended December 31, 2021

Integrated
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

Net Revenue

$ 1,142,636

$        543,376

$                214,829

$    25,973

$              —

$ 1,926,814

Billable costs

165,817

41,841

89,871

—

—

297,529

Revenue

1,308,453

585,217

304,700

25,973

—

2,224,343

Billable costs

165,817

41,841

89,871

—

—

297,529

Staff costs

702,353

344,658

138,200

17,023

35,487

1,237,721

Administrative costs

105,140

78,969

22,474

9,783

5,511

221,877

Unbillable and other costs, net

56,184

31,961

241

793

5

89,184

Adjusted EBITDA (1)

278,959

87,788

53,914

(1,626)

(41,003)

378,032

Stock-based compensation

50,907

5,370

16,231

39

7,978

80,525

Depreciation and amortization

48,125

30,922

8,052

2,499

6,537

96,135

Deferred acquisition consideration

35,840

286

28

—

—

36,154

Impairment and other losses

2,269

14,846

—

—

—

17,115

Other items, net (1)

6,230

7,427

230

—

31,985

45,872

Operating income (loss)

$    135,588

$          28,937

$                  29,373

$    (4,164)

$    (87,503)

$     102,231

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

Note: Due to changes in the Company’s internal management and reporting structure in the second quarter of 2022, reportable segment results for periods presented prior to the second quarter of 2022 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

 

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 December 31, 2022

Reported
(GAAP)

Adjustments

Reported

(Non-GAAP)

Net income (loss) attributable to Stagwell Inc. common shareholders

$            (6,478)

$            42,485

$            36,007

Net income attributable to Class C shareholders

—

27,300

27,300

Net income (loss) – Diluted EPS

$            (6,478)

$            69,785

$            63,307

Weighted average number of common shares outstanding

122,927

5,666

128,593

Weighted average number of common Class C shares outstanding

—

164,376

164,376

Weighted average number of shares outstanding

122,927

170,042

292,969

Diluted EPS and Adjusted Diluted EPS

$              (0.05)

$                0.22

Adjustments to Net Income (loss)

Pre-Tax

Tax

Net

Amortization

$            28,886

$            (5,777)

$            23,109

Impairment and other losses

94,145

(114)

94,031

Stock-based compensation

(258)

52

(206)

Deferred acquisition consideration

1,015

(203)

812

Other items, net (1)

6,579

(1,316)

5,263

Tax adjustments

7,482

(34,131)

(26,649)

Total add-backs

$          137,849

$          (41,489)

$            96,360

Net loss attributable to Class C shareholders

(26,575)

$            69,785

Allocation of adjustments to net income

Net income attributable to Stagwell Inc. common shareholders – add-backs

$            42,485

Net income attributable to Class C shareholders  – add-backs

53,875

Net loss attributable to Class C shareholders

(26,575)

27,300

$            69,785

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

 

SCHEDULE 8

STAGWELL INC.

UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)

(amounts in thousands, except per share amounts)

For the Year Ended December 31, 2022

Reported (GAAP)

Adjustments

Reported

(Non-GAAP)

Net income attributable to Stagwell Inc. common shareholders

$            27,269

$            95,147

$          122,416

Net income attributable to Class C shareholders

24,452

120,655

145,107

Net income – Diluted EPS

51,721

215,802

267,523

Weighted average number of common shares outstanding

130,625

—

130,625

Weighted average number of common Class C shares outstanding

165,971

—

165,971

Weighted average number of shares outstanding

296,596

—

296,596

Diluted EPS and Adjusted Diluted EPS

$                0.17

$                0.90

Adjustments to Net Income

Pre-Tax

Tax

Net

Amortization

$          104,763

$          (20,953)

$            83,810

Impairment and other losses

122,179

(1,093)

121,086

Stock-based compensation

33,152

(6,630)

26,522

Deferred acquisition consideration

(13,405)

2,681

(10,724)

Other items, net (1)

18,691

(3,738)

14,953

Tax adjustments

7,482

(27,327)

(19,845)

Total add-backs

$          272,862

$          (57,060)

$          215,802

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

 

SCHEDULE 9

STAGWELL INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

December 31, 2022

December 31, 2021

ASSETS

Current Assets

Cash and cash equivalents

$                  220,589

$                  184,009

Accounts receivable, net

645,846

696,937

Expenditures billable to clients

93,077

63,065

Other current assets

71,443

61,830

Total Current Assets

1,030,955

1,005,841

Fixed assets, net

98,878

97,516

Right-of-use assets – operating leases

273,567

311,654

Goodwill

1,566,956

1,652,723

Other intangible assets, net

907,529

958,782

Other assets

115,447

29,064

Total Assets

$               3,993,332

$               4,055,580

LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$                  357,253

$                  271,769

Accrued media

240,506

237,794

Accruals and other liabilities

248,477

272,533

Advance billings

337,034

361,885

Current portion of lease liabilities – operating leases

76,349

72,255

Current portion of deferred acquisition consideration

90,183

77,946

Total Current Liabilities

1,349,802

1,294,182

Long-term debt

1,184,707

1,191,601

Long-term portion of deferred acquisition consideration

71,140

144,423

Long-term lease liabilities – operating leases

294,049

342,730

Deferred tax liabilities, net

40,109

103,093

Other liabilities

69,780

57,147

Total Liabilities

3,009,587

3,133,176

Redeemable Noncontrolling Interests

39,111

43,364

Commitments, Contingencies and Guarantees

Shareholders’ Equity

Common shares – Class A & B

132

118

Common shares – Class C

2

2

Paid-in capital

491,899

382,893

Retained earnings

29,445

(6,982)

Accumulated other comprehensive loss

(38,941)

(5,278)

Stagwell Inc. Shareholders’ Equity

482,537

370,753

Noncontrolling interests

462,097

508,287

Total Shareholders’ Equity

944,634

879,040

Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity

$               3,993,332

$               4,055,580

 

SCHEDULE 10

STAGWELL INC.

UNAUDITED SUMMARY CASH FLOW DATA

(amounts in thousands)

Year Ended December 31,

2022

2021

Cash flows from operating activities:

Net income

$                     65,842

$                     35,920

Adjustments to reconcile net income to cash provided by operating activities:

Stock-based compensation

33,152

75,032

Depreciation and amortization

131,273

77,503

Impairment and other losses

122,179

16,240

Provision for bad debt expense

7,755

2,031

Deferred income taxes

(18,319)

(3,818)

Adjustment to deferred acquisition consideration

(13,405)

18,721

Gain on sale of asset

—

(43,440)

Other, net

(5,692)

(1,463)

Changes in working capital:

Accounts receivable

37,780

(30,784)

Expenditures billable to clients

(32,366)

(35,371)

Other assets

2,411

3,997

Accounts payable

98,871

(46,356)

Accrued expenses and other liabilities

(42,808)

61,974

Advance billings

(27,062)

76,021

Deferred acquisition related payments

(10,793)

(5,351)

Net cash provided by operating activities

348,818

200,856

Cash flows from investing activities:

Capital expenditures

(22,663)

(8,797)

Current period acquisitions, net of cash acquired

(75,466)

150,346

Proceeds from sale of business, net

—

37,232

Capitalized software and other

(19,378)

(14,829)

Net cash (used in) provided by investing activities

(117,507)

163,952

Cash flows from financing activities:

Repayment of borrowings under revolving credit facility

(1,266,000)

(719,088)

Proceeds from borrowings under revolving credit facility

1,255,500

516,669

Shares acquired and cancelled

(18,729)

(841)

Distributions to noncontrolling interests and other

(39,197)

—

Payment of deferred consideration

(63,170)

—

Purchase of noncontrolling interest

(3,600)

(37,500)

Proceeds from issuance of the 5.625% Notes

—

1,100,000

Debt issuance costs

—

(15,053)

Distributions

—

(233,203)

Repurchase of 7.50% Senior Notes

—

(884,398)

Repurchase of Common Stock

(51,540)

—

Net cash used in financing activities

(186,736)

(273,414)

Effect of exchange rate changes on cash and cash equivalents

(7,995)

158

Net increase in cash and cash equivalents

36,580

91,552

Cash and cash equivalents at beginning of period

184,009

92,457

Cash and cash equivalents at end of period

$                   220,589

$                   184,009

 

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