Q3 YoY Revenue Growth of 15%, With 25% Growth in Digital Transformation
Q3 YoY Net Revenue Growth of 8%, Organic Net Revenue Growth of 8%, Digital Transformation Net Revenue Growth of 18%
Q3 Net Income Attributable to Stagwell Inc. Common Shareholders of $3 million
Q3 Adjusted EBITDA of $111 million; Adjusted EBITDA Margin of 19%
Q3 EPS of $0.03; Adjusted EPS of $0.22
Seventh Consecutive Quarter of Record LTM Net New Business
Net New Business of $101 million in Q3; LTM Net New Business of $345 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%
Company Announces $125 Million Increase in Stock Repurchase Program
NEW YORK, Nov. 7, 2024 /PRNewswire/ — (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and nine months ended September 30, 2024.
THIRD QUARTER RESULTS:
Q3 Revenue of $711 million, an increase of 15% versus the prior year period; YTD Revenue of $2.1 billion, an increase of 10% versus the prior year periodQ3 Net Revenue of $580 million, an increase of 8% versus the prior year period; YTD Net Revenue of $1.7 billion, an increase of 4% versus the prior year periodQ3 Organic Net Revenue increased 8% versus the prior year period; YTD Organic Net Revenue increased 4% versus the prior year periodQ3 Net Income attributable to Stagwell Inc. Common Shareholders of $3 million versus $1 million in the prior year period; YTD Net Loss attributable to Stagwell Inc. Common Shareholders of $1 million versus $1 million in the prior year periodQ3 Adjusted EBITDA of $111 million, an increase of 9% versus the prior year period; YTD Adjusted EBITDA of $288 million, an increase of 8% versus the prior year periodQ3 Adjusted EBITDA Margin of 19% on net revenue; YTD Adjusted EBITDA Margin of 17% on net revenueQ3 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.03 versus $0.00 in the prior year period; YTD Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $(0.01) versus $(0.01) in the prior year periodQ3 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.22 versus $0.18 in the prior year period; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.52 versus $0.45 in the prior year periodNet new business of $101 million in the third quarter, last twelve-month net new business of $345 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.
Mark Penn, Chairman and CEO, said, “Stagwell delivered 15% year-over-year revenue growth in the third quarter, led by a return to double-digit growth from our Digital Transformation capability as AI has required companies to rethink the ways they engage with consumers. On the heels of our single largest deal to date with Adobe and expanded relationships with leading brands like United and Microsoft, net new business of over $100 million in the third quarter brings our last twelve-month net new business figure to $345 million, another record for Stagwell.
“New business momentum, robust performance from Digital Transformation, and the culmination of a political season that broke fundraising records, gives us confidence that our vision is resonating with customers, and sets the stage for a strong close to H2,” added Penn.
Frank Lanuto, Chief Financial Officer, commented: “Stagwell posted growth across all our principal capabilities in the third quarter, as the inflection we anticipated played out. Driven by double-digit growth in both Digital Transformation and the Stagwell Marketing Cloud, we delivered third quarter revenue of $711 million. Simultaneously, we grew our adjusted EBITDA to $111 million, representing a 19% margin on net revenue, an improvement of approximately 15 bps over the prior year. These results give us confidence to reiterate 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 millionFree Cash Flow Conversion of approximately 50%Adjusted EPS of $0.75 – $0.88Guidance 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.
Stock Repurchase Program
On November 6, 2024, the Board of Directors authorized an extension and a $125,000,000 increase in the size of Stagwell’s previously approved stock repurchase program (the “Repurchase Program”). Under the Repurchase Program, as amended, Stagwell may repurchase up to an aggregate of $375,000,000 of shares of its 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 November 6, 2027.
Video Webcast
Management will host a video webcast on Thursday, November 7, 2024, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and nine months ended September 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.
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 Net Revenue: “Organic net revenue growth” and “Organic net 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. 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.
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 and realize cost savings, synergies or other anticipated benefits of newly acquired businesses, or that even if realized, such benefits may take longer to realize than expected;the Company’s ability 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 the Middle East), terrorist activities and natural disasters;stock price volatility; andforeign 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.
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,
2024
2023
2024
2023
Revenue
$ 711,281
$ 617,573
$ 2,052,508
$ 1,872,282
Operating Expenses
Cost of services
457,018
384,980
1,340,456
1,201,309
Office and general expenses
176,440
160,021
507,916
481,379
Depreciation and amortization
36,044
38,830
112,881
107,795
Impairment and other losses
—
—
1,715
10,562
669,502
583,831
1,962,968
1,801,045
Operating Income (Loss)
41,779
33,742
89,540
71,237
Other income (expenses):
Interest expense, net
(23,781)
(25,886)
(68,279)
(67,755)
Foreign exchange, net
1,312
(140)
(2,301)
(2,288)
Other, net
249
(271)
(825)
(467)
(22,220)
(26,297)
(71,405)
(70,510)
Income before income taxes and equity in earnings of non-consolidated affiliates
19,559
7,445
18,135
727
Income tax expense
5,691
4,324
9,441
4,997
Income (loss) before equity in earnings of non-consolidated affiliates
13,868
3,121
8,694
(4,270)
Equity in income (loss) of non-consolidated affiliates
(4)
(4)
503
(447)
Net income (loss)
13,864
3,117
9,197
(4,717)
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests
(10,593)
(2,464)
(10,173)
3,565
Net income (loss) attributable to Stagwell Inc. common shareholders
$ 3,271
$ 653
$ (976)
$ (1,152)
Earnings (Loss) Per Common Share:
Basic
$ 0.03
$ 0.01
$ (0.01)
$ (0.01)
Diluted
$ 0.03
$ —
$ (0.01)
$ (0.01)
Weighted Average Number of Common Shares Outstanding:
Basic
108,198
110,787
111,436
118,772
Diluted
112,190
265,006
111,436
274,864
SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
Net Revenue – Components of Change
Change
Three Months
Ended
September 30,
2023
Foreign
Currency
Net
Acquisitions
(Divestitures)
Organic
Total Change
Three Months
Ended
September
30, 2024
Organic
Total
Integrated Agencies Network
$ 306,327
$ 217
$ 906
$ 16,294
$ 17,417
$ 323,744
5.3 %
5.7 %
Brand Performance Network
153,169
767
—
2,984
3,751
156,920
1.9 %
2.4 %
Communications Network
62,416
79
2,970
20,755
23,804
86,220
33.3 %
38.1 %
All Other
12,952
(253)
(263)
873
357
13,309
6.7 %
2.8 %
$ 534,864
$ 810
$ 3,613
$ 40,906
$ 45,329
$ 580,193
7.6 %
8.5 %
Net Revenue – Components of Change
Change
Nine Months
Ended
September 30,
2023
Foreign
Currency
Net
Acquisitions
(Divestitures)
Organic
Total Change
Nine Months
Ended
September
30, 2024
Organic
Total
Integrated Agencies Network
$ 930,660
$ 200
$ 2,408
$ 5,118
$ 7,726
$ 938,386
0.5 %
0.8 %
Brand Performance Network
459,291
2,145
2,252
12,902
$ 17,299
476,590
2.8 %
3.8 %
Communications Network
177,032
(70)
6,421
$ 42,718
$ 49,069
226,101
24.1 %
27.7 %
All Other
34,404
(822)
(3,559)
(4,061)
(8,442)
25,962
(11.8) %
(24.5) %
$ 1,601,387
$ 1,453
$ 7,522
$ 56,677
$ 65,652
$ 1,667,039
3.5 %
4.1 %
(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.
SCHEDULE 3
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2024
Integrated
Agencies
Network
Brand
Performance
Network
Communications
Network
All Other
Corporate
Total
Net Revenue
$ 323,744
$ 156,920
$ 86,220
$ 13,309
$ —
$ 580,193
Billable costs
65,924
15,429
49,760
(25)
—
131,088
Revenue
389,668
172,349
135,980
13,284
—
711,281
Billable costs
65,924
15,429
49,760
(25)
—
131,088
Staff costs
198,252
98,716
42,644
9,207
13,160
361,979
Administrative costs
31,593
22,600
9,034
3,978
2,351
69,556
Unbillable and other costs, net
15,993
16,498
424
4,574
—
37,489
Adjusted EBITDA (1)
77,906
19,106
34,118
(4,450)
(15,511)
111,169
Stock-based compensation
11,000
1,500
855
379
3,201
16,935
Depreciation and amortization
19,878
7,295
3,023
2,573
3,275
36,044
Deferred acquisition consideration
1,114
(6,949)
6,778
(383)
—
560
Other items, net (1)
3,664
8,076
1,432
98
2,581
15,851
Operating income (loss)
$ 42,250
$ 9,184
$ 22,030
$ (7,117)
$ (24,568)
$ 41,779
(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.
SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2024
Integrated
Agencies
Network
Brand
Performance
Network
Communications
Network
All Other
Corporate
Total
Net Revenue
$ 938,386
$ 476,590
$ 226,101
$ 25,962
$ —
$ 1,667,039
Billable costs
189,134
86,966
109,195
174
—
385,469
Revenue
1,127,520
563,556
335,296
26,136
—
2,052,508
Billable costs
189,134
86,966
109,195
174
—
385,469
Staff costs
579,979
296,411
123,039
24,635
35,421
1,059,485
Administrative costs
96,097
69,196
26,117
3,447
11,396
206,253
Unbillable and other costs, net
56,301
46,677
1,270
9,465
—
113,713
Adjusted EBITDA (1)
206,009
64,306
75,675
(11,585)
(46,817)
287,588
Stock-based compensation
25,170
4,988
2,731
729
5,308
38,926
Depreciation and amortization
58,731
26,524
9,007
9,938
8,681
112,881
Deferred acquisition consideration
5,690
(6,454)
9,097
(383)
—
7,950
Impairment and other losses
1,500
—
—
—
215
1,715
Other items, net (1)
13,204
16,363
2,104
702
4,203
36,576
Operating income (loss)
$ 101,714
$ 22,885
$ 52,736
$ (22,571)
$ (65,224)
$ 89,540
(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.
SCHEDULE 5
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2023
Integrated
Agencies
Network
Brand
Performance
Network
Communications
Network
All Other
Corporate
Total
Net Revenue
$ 306,327
$ 153,169
$ 62,416
$ 12,952
$ —
$ 534,864
Billable costs
51,742
10,904
20,089
(26)
—
82,709
Revenue
358,069
164,073
82,505
12,926
—
617,573
Billable costs
51,742
10,904
20,089
(26)
—
82,709
Staff costs
185,034
95,488
37,412
10,391
10,589
338,914
Administrative costs
30,983
20,580
7,626
1,849
1,301
62,339
Unbillable and other costs, net
14,173
12,868
84
4,717
—
31,842
Adjusted EBITDA (1)
76,137
24,233
17,294
(4,005)
(11,890)
101,769
Stock-based compensation
6,051
2,399
1,252
268
2,095
12,065
Depreciation and amortization
22,817
8,971
2,784
2,138
2,120
38,830
Deferred acquisition consideration
1,018
2,130
3,757
(504)
—
6,401
Other items, net (1)
6,047
3,337
244
292
811
10,731
Operating income (loss)
$ 40,204
$ 7,396
$ 9,257
$ (6,199)
$ (16,916)
$ 33,742
(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.
SCHEDULE 6
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2023
Integrated
Agencies
Network
Brand
Performance
Network
Communications
Network
All Other
Corporate
Total
Net Revenue
$ 930,660
$ 459,291
$ 177,032
$ 34,404
$ —
$ 1,601,387
Billable costs
134,249
83,443
53,229
(26)
—
270,895
Revenue
1,064,909
542,734
230,261
34,378
—
1,872,282
Billable costs
134,249
83,443
53,229
(26)
—
270,895
Staff costs
572,893
288,932
115,846
31,124
25,850
1,034,645
Administrative costs
93,000
64,163
25,096
1,244
13,343
196,846
Unbillable and other costs, net
53,665
38,534
336
12,202
—
104,737
Adjusted EBITDA (1)
211,102
67,662
35,754
(10,166)
(39,193)
265,159
Stock-based compensation
15,470
3,840
2,177
427
12,701
34,615
Depreciation and amortization
62,277
25,160
8,216
6,152
5,990
107,795
Deferred acquisition consideration
8,118
1,112
3,403
(1,752)
—
10,881
Impairment and other losses
10,562
—
—
—
—
10,562
Other items, net (1)
13,822
8,493
1,337
1,079
5,338
30,069
Operating income (loss)
$ 100,853
$ 29,057
$ 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 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.
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, 2024
GAAP
Adjustments
Non-GAAP
Net income attributable to Stagwell Inc. common shareholders
$ 3,271
$ 19,762
$ 23,033
Net income attributable to Class C shareholders
—
36,060
36,060
Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income
$ 3,271
$ 55,822
$ 59,093
Weighted average number of common shares outstanding
112,190
1,497
113,687
Weighted average number of common Class C shares outstanding
—
151,649
151,649
Weighted average number of shares outstanding
112,190
153,146
265,336
Diluted EPS and Adjusted Diluted EPS
$ 0.03
$ 0.22
Adjustments to Net income (1)
Amortization
$ 28,659
Stock-based compensation
16,935
Deferred acquisition consideration
560
Other items, net
15,851
62,005
Adjusted tax expense
(15,615)
46,390
Net loss attributable to Class C shareholders
9,432
$ 55,822
Allocation of adjustments to Net income
Net income attributable to Stagwell Inc. common shareholders – add-backs
$ 19,762
Net income attributable to Class C shareholders – add-backs
26,628
Net income attributable to Class C shareholders
9,432
36,060
$ 55,822
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
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, 2024
GAAP
Adjustments
Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (976)
$ 58,177
$ 57,201
Net income attributable to Class C shareholders
—
83,442
83,442
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
$ (976)
$ 141,619
$ 140,643
Weighted average number of common shares outstanding
111,436
5,780
117,216
Weighted average number of common Class C shares outstanding
—
151,649
151,649
Weighted average number of shares outstanding
111,436
157,429
268,865
Diluted EPS and Adjusted Diluted EPS
$ (0.01)
$ 0.52
Adjustments to Net Income (loss) (1)
Amortization
$ 91,870
Impairment and other losses
1,715
Stock-based compensation
38,926
Deferred acquisition consideration
7,950
Other items, net
36,576
177,037
Adjusted tax expense
(41,268)
135,769
Net loss attributable to Class C shareholders
5,850
$ 141,619
Allocation of adjustments to net income (loss) 1
Net income attributable to Stagwell Inc. common shareholders – add-backs
$ 58,177
Net income attributable to Class C shareholders – add-backs
77,592
Net income attributable to Class C shareholders
5,850
83,442
$ 141,619
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
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, 2023
GAAP
Adjustments
Non-GAAP
Net income attributable to Stagwell Inc. common shareholders
$ 653
$ 20,844
$ 21,497
Net income attributable to Class C shareholders
33
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 outstanding
113,357
5,663
119,020
Weighted average number of common Class C shares outstanding
151,649
—
151,649
Weighted average number of shares outstanding
265,006
5,663
270,669
Diluted EPS and Adjusted Diluted EPS
$ —
$ 0.18
Adjustments to Net income (1)
Amortization
$ 31,182
Stock-based compensation
12,065
Deferred acquisition consideration
6,401
Other items, net
10,731
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.
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, 2023
GAAP
Adjustments
Non-GAAP
Net income (loss) attributable to Stagwell Inc. common shareholders
$ (1,152)
$ 57,927
$ 56,775
Net income attributable to Class C shareholders
(2,702)
73,725
71,023
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income
$ (3,854)
$ 131,652
$ 127,798
Weighted average number of common shares outstanding
118,772
10,736
129,508
Weighted average number of common Class C shares outstanding
156,092
—
156,092
Weighted average number of shares outstanding
274,864
10,736
285,600
Diluted EPS and Adjusted Diluted EPS
$ (0.01)
$ 0.45
Adjustments to Net income (loss) (1)
Amortization
$ 86,605
Impairment and other losses
10,562
Stock-based compensation
34,615
Deferred acquisition consideration
10,881
Other items, net
30,069
172,732
Adjusted tax expense
(41,080)
$ 131,652
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
SCHEDULE 11
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
September 30, 2024
December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents
$ 145,807
$ 119,737
Accounts receivable, net
716,394
697,178
Expenditures billable to clients
137,443
114,097
Other current assets
108,187
94,054
Total Current Assets
1,107,831
1,025,066
Fixed assets, net
77,766
77,825
Right-of-use assets – operating leases
223,194
254,278
Goodwill
1,521,005
1,498,815
Other intangible assets, net
769,596
818,220
Other assets
97,425
92,843
Total Assets
$ 3,796,817
$ 3,767,047
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable
$ 338,649
$ 414,980
Accrued media
206,512
291,777
Accruals and other liabilities
210,146
233,046
Advance billings
338,789
301,674
Current portion of lease liabilities – operating leases
61,897
65,899
Current portion of deferred acquisition consideration
8,618
66,953
Total Current Liabilities
1,164,611
1,374,329
Long-term debt
1,463,925
1,145,828
Long-term portion of deferred acquisition consideration
53,055
34,105
Long-term lease liabilities – operating leases
250,388
281,307
Deferred tax liabilities, net
41,728
40,509
Other liabilities
60,220
54,905
Total Liabilities
3,033,927
2,930,983
Redeemable Noncontrolling Interests
18,618
10,792
Commitments, Contingencies and Guarantees
Shareholders’ Equity
Common shares – Class A & B
110
118
Common shares – Class C
2
2
Paid-in capital
287,941
348,494
Retained earnings
11,416
21,148
Accumulated other comprehensive loss
(13,057)
(13,067)
Stagwell Inc. Shareholders’ Equity
286,412
356,695
Noncontrolling interests
457,860
468,577
Total Shareholders’ Equity
744,272
825,272
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity
$ 3,796,817
$ 3,767,047
SCHEDULE 12
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
Nine Months Ended September 30,
2024
2023
Cash flows from operating activities:
Net income
$ 9,197
$ (4,717)
Adjustments to reconcile net income to cash used in operating activities:
Stock-based compensation
38,926
34,615
Depreciation and amortization
112,881
107,795
Amortization of right-of-use lease assets and lease liability interest
58,052
57,583
Impairment and other losses
1,715
10,562
Deferred income taxes
(3,446)
(5,635)
Adjustment to deferred acquisition consideration
7,950
10,881
Other, net
6,371
(4,248)
Changes in working capital:
Accounts receivable
(6,212)
(25,405)
Expenditures billable to clients
(15,705)
(36,217)
Other assets
(9,068)
6,539
Accounts payable
(94,160)
(49,204)
Accrued expenses and other liabilities
(121,647)
(152,216)
Advance billings
23,984
(1,759)
Current portion of lease liabilities – operating leases
(63,956)
(67,095)
Deferred acquisition related payments
(14,112)
(9,021)
Net cash used in operating activities
(69,230)
(127,542)
Cash flows from investing activities:
Capital expenditures
(16,728)
(12,205)
Acquisitions, net of cash acquired
(23,781)
(6,678)
Capitalized software
(19,320)
(19,026)
Other
(6,656)
(6,939)
Net cash used in investing activities
(66,485)
(44,848)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility
(1,176,000)
(1,250,500)
Proceeds from borrowings under revolving credit facility
1,492,000
1,562,500
Shares repurchased and cancelled
(101,249)
(203,958)
Distributions to noncontrolling interests
(23,583)
(24,538)
Payment of deferred consideration
(28,721)
(31,666)
Purchase of noncontrolling interest
(3,316)
—
Debt issuance costs
—
(150)
Net cash provided by financing activities
159,131
51,688
Effect of exchange rate changes on cash and cash equivalents
2,654
(1,182)
Net increase (decrease) in cash and cash equivalents
26,070
(121,884)
Cash and cash equivalents at beginning of period
119,737
220,589
Cash and cash equivalents at end of period
$ 145,807
$ 98,705
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SOURCE Stagwell Inc.
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