mdca-20220506
0000876883false00008768832022-05-062022-05-06

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported) — May 6, 2022
 
Stagwell Inc.  
(Exact Name of Registrant as Specified in its Charter)
 
Delaware001-1371886-1390679
(Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
 
One World Trade Center, Floor 65, New York, NY 10007
(Address of principal executive offices and zip code)
 
(646) 429-1800
(Registrant’s Telephone Number)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value
STGWNASDAQ

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

 
 



   
Item 2.02 Results of Operations and Financial Condition

On May 6, 2022, Stagwell Inc. (the “Company”) issued an earnings release reporting its financial results for the three months ended March 31, 2022. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company will host an earnings call in which its financial results for the three months ended March 31, 2022 will be discussed. The investor presentation to be used for the call is attached as Exhibit 99.2 hereto.

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










































Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press release dated May 6, 2022, relating to the Company’s results for the three months ended March 31, 2022.

99.2 Investor presentation dated May 6, 2022.

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





Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.
 
Date: May 6, 2022Stagwell Inc.
By:/s/ Frank Lanuto
Frank Lanuto
Chief Financial Officer
 


        
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FOR IMMEDIATE ISSUE

CONTACTS:
For Investors:For Media:
Michaela PewarskiBeth Sidhu
(646) 429-1812(202) 423-4414


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

Record first quarter financial results driven by high-growth digital transformation, consumer insights & strategy, and large client wins in media

GAAP Revenue grew 254.7% in 1Q and 31.5% on a Pro Forma basis
Pro-Forma Organic Net Revenue grew 23.6% in 1Q
Net Income of $33.6M in 1Q or Diluted EPS of $0.10 per share
Net Income attributable to Stagwell of $12.7M in 1Q
Adjusted EBITDA of $101.4M in 1Q representing a 19.3% margin on Net Revenue
Record first quarter Net New Business of $54M
56% of 1Q Net Revenue came from high-growth digital services
Reaffirms 2022 full-year outlook

New York, NY, May 6, 2022 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three months ended March 31, 2022.

FIRST QUARTER HIGHLIGHTS:

Revenue of $642.9 million, an increase of 254.7% versus the prior year period.
Pro Forma GAAP revenue growth of 31.5% versus the prior year period and 30.2% ex-Advocacy.
First quarter net revenue of $526.6 million, an increase of 233.2% versus the prior period.
Pro Forma net revenue growth of 22.8% versus the prior year period and 22.3% ex-Advocacy.
Pro Forma organic net revenue growth of 23.6% versus the prior year period and 23.2% ex-Advocacy.
First quarter net income of $33.6 million versus $4.6 million in the prior year period.
First quarter net income attributable to Stagwell Inc. common shareholders of $12.7 million versus $4.4 million in the prior year period.
First quarter adjusted EBITDA of $101.4 million, an increase of 325.4% versus the prior year period.
Pro Forma adjusted EBITDA growth of 33.8% versus the prior period and 32.4% ex-Advocacy.
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First quarter Adjusted EBITDA Margin of 19.3% of net revenue.
Net New Business wins totaled $54 million in the quarter.

“While the GDP may be contracting, Stagwell is growing strongly. The merger has spurred revenue synergies immediately apparent in the big wins, significant industry awards, and integration of talent and technology across our network,” said Mark Penn, Chairman and Chief Executive Officer of Stagwell. “We grew first quarter net revenue 24% versus the prior year, more than double the pace of legacy holding companies, and grew Adjusted EBITDA at an even faster rate of 34% year-over-year. We also made a key e-commerce acquisition in April with Brand New Galaxy, which connects to our media and digital transformation offerings and provides increased scale in Europe. Our record quarter continues to build on our post-combination track record of delivering growth, free-cash-flow, and growing profitability.”

Frank Lanuto, Chief Financial Officer, commented: "The Company reported strong first quarter results with GAAP revenue of $643 million, net revenue of $527 million and Adjusted EBITDA of $101 million. Organic pro forma net revenue increased 24% over the prior period quarter and also increased sequentially in a typically smaller seasonal quarter. Adjusted EBITDA margin expanded 160 bps year-over-year on a Pro Forma basis to 19.3% of net revenue as the Company began to see the benefits of expected cost synergies.”


Financial Outlook

2022 financial guidance is as follows:

Pro Forma Organic Net Revenue growth of 18% – 22%

Pro Forma Organic Net Revenue growth ex-Advocacy of 13% – 17%

Adjusted EBITDA of $450 million - $480 million, excluding the contribution from 2022 acquisitions

Pro Forma Free Cash Flow growth of approximately 30%

Guidance assumes no impact from foreign exchange, acquisitions or dispositions.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2022 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.

Conference Call
Management will host a video webcast and conference call on Friday, May 6, 2022, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three months ended March 31, 2022. The video webcast will be accessible at https://stagwellq12022earnings.open-exchange.net/. 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
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art and science of marketing. Led by entrepreneurs, our 10,000+ 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.

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.
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(4) 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.
(5) 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 press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company’s beliefs and expectations, earnings (loss) guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These 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. 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.

Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows 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 effects of the coronavirus pandemic ("COVID-19"), and the impact on the economy and demand for the Company's services, which may precipitate or exacerbate other risks and uncertainties;
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 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 which complement and expand the Company’s business capabilities;
the Company’s 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 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.
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SCHEDULE 1
STAGWELL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(US$ in 000s)
 Three Months Ended March 31,
 20222021
Revenue$642,903 $181,242 
Operating Expenses
Cost of services411,970 111,999 
Office and general expenses144,512 52,278 
Depreciation and amortization31,204 10,950 
Impairment and other losses557 — 
588,243 175,227 
Operating income54,660 6,015 
Other Income (expenses):
Interest expense, net(18,729)(1,351)
Foreign exchange, net(306)(677)
Other, net156 1,285 
(18,879)(743)
Income before income taxes and equity in earnings of non-consolidated affiliates35,781 5,272 
Income tax expense3,189 673 
Income before equity in earnings of non-consolidated affiliates32,592 4,599 
Equity in income of non-consolidated affiliates1,030 
Net income33,622 4,603 
Net income attributable to noncontrolling and redeemable noncontrolling interests(20,947)(238)
Net income attributable to Stagwell Inc. common shareholders$12,675 $4,365 
Income Per Common Share:
Basic
Net income attributable to Stagwell Inc. common shareholders$0.10 N/A
Diluted
Net income attributable to Stagwell Inc. common shareholders$0.10 N/A
Weighted Average Number of Common Shares Outstanding:
Basic 122,285 N/A
Diluted295,485 N/A



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SCHEDULE 2
STAGWELL INC.
UNAUDITED PRO FORMA COMPONENTS OF NET REVENUE CHANGE
(US$ in 000s, except percentages)



Components of ChangeChange
Three Months Ended March 31, 2021Foreign CurrencyNet Acquisitions (Divestitures)OrganicTotal ChangeThree Months Ended March 31, 2022OrganicTotal
Integrated Agencies Network$286,426 $(1,921)$— $48,155 $46,234 $332,660 16.8 %16.1 %
Media Network88,962(448)4,208 35,69339,453 128,41540.1 %44.3 %
Communications Network47,531(95)— 15,01614,921 62,45231.6 %31.4 %
All Other5,862 (11)(5,256)2,515 (2,752)3,110 42.9 %(46.9)%
$428,781 $(2,475)$(1,048)$101,379 $97,856 $526,637 23.6 %22.8 %

Note: Actuals may not foot due to rounding.


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SCHEDULE 3
STAGWELL INC.
UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS
(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2022
Integrated Agencies NetworkMedia NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$332,660 $128,415 $62,452 $3,110 $— $526,637 
Billable Costs45,712 41,471 29,083 — — 116,266 
Revenue378,372 169,886 91,535 3,110 — 642,903 
Billable Costs45,712 41,471 29,083 — — 116,266 
Staff costs213,467 75,856 39,623 2,536 9,156 340,638 
Administrative costs30,293 12,580 6,844 695 5,882 56,294 
Unbillable and other costs, net17,427 10,815 48 — 28,293 
Adjusted EBITDA (1)
71,473 29,164 15,937 (124)(15,038)101,412 
Stock-based compensation5,547 786 (243)1,923 8,021 
Depreciation and amortization20,211 6,865 2,540 501 1,087 31,204 
Deferred acquisition consideration(1,325)2,132 1,090 — — 1,897 
Impairment and other losses279 278 — — — 557 
Other items, net (1)
938 887 72 — 3,176 5,073 
Operating income (loss)$45,823 $18,216 $12,478 $(633)$(21,224)$54,660 

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

Note: Actuals may not foot due to rounding.


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SCHEDULE 4
STAGWELL INC.
UNAUDITED PRO FORMA SEGMENT OPERATING RESULTS
(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2021
Integrated Agencies NetworkMedia NetworkCommunications NetworkAll OtherCorporateTotal
Net Revenue$286,426 $88,962 $47,531 $5,862 $— $428,781 
Billable Costs32,371 10,768 16,907 — — 60,046 
Revenue318,797 99,730 64,438 5,862 — 488,827 
Billable Costs32,371 10,768 16,907 — — 60,046 
Staff costs177,836 58,072 32,711 5,253 7,294 281,166 
Administrative costs29,245 12,433 4,838 3,844 1,544 51,904 
Unbillable and other costs, net13,365 7,853 (96)(1,322)145 19,945 
Adjusted EBITDA (1)
65,980 10,604 10,078 (1,913)(8,983)75,766 
Stock-based compensation(2,675)21 61 — 630 (1,963)
Depreciation and amortization8,917 5,660 1,826 1,022 1,702 19,127 
Deferred acquisition consideration15,915 — (294)— — 15,621 
Impairment and other losses875 (1)— — 875 
Other items, net (1)
2,042 1,520 58 — 4,805 8,425 
Operating income (loss)$40,906 $3,404 $8,427 $(2,936)$(16,120)$33,681 

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

Note: Actuals may not foot due to rounding.


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SCHEDULE 5
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(US$ in 000s)
 March 31, 2022December 31, 2021
 
ASSETS  
Current Assets  
Cash and cash equivalents$135,153 $184,009 
Accounts receivable, net767,147 696,937 
Expenditures billable to clients51,069 63,065 
Other current assets69,009 61,830 
Total Current Assets1,022,378 1,005,841 
Fixed assets, net118,542 118,603 
Right-of-use lease assets - operating leases311,028 311,654 
Goodwill1,651,475 1,652,723 
Other intangible assets, net914,829 937,695 
Other assets33,581 29,064 
Total Assets$4,051,833 $4,055,580 
LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$248,619 $271,769 
Accrued media284,735 237,794 
Accruals and other liabilities224,945 272,533 
Advance billings344,125 361,885 
Current portion of lease liabilities - operating leases70,356 72,255 
Current portion of deferred acquisition consideration75,619 77,946 
Total Current Liabilities1,248,399 1,294,182 
Long-term debt1,222,041 1,191,601 
Long-term portion of deferred acquisition consideration148,649 144,423 
Long-term lease liabilities - operating leases339,168 342,730 
Deferred tax liabilities, net78,401 103,093 
Other liabilities73,097 57,147 
Total Liabilities3,109,755 3,133,176 
Redeemable Noncontrolling Interests44,233 43,364 
Commitments, Contingencies and Guarantees
Shareholders' Equity:
Common shares - Class A & B135 118 
Common shares - Class C
Paid-in capital373,300 382,893 
Retained earnings6,668 (6,982)
Accumulated other comprehensive loss(10,625)(5,278)
Stagwell Inc. Shareholders' Equity369,480 370,753 
Noncontrolling interests528,365 508,287 
Total Shareholders' Equity897,845 879,040 
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity$4,051,833 $4,055,580 
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SCHEDULE 6
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(US$ in 000s)
 Three Months Ended March 31,
20222021
Cash flows from operating activities:
Net income $33,622 $4,603 
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Stock-based compensation8,021 — 
Depreciation and amortization31,204 10,950 
Impairment and other losses557 — 
Provision for bad debt expense879 255 
Deferred income taxes(1,350)(181)
Adjustment to deferred acquisition consideration1,897 3,918 
Transaction costs contributed by Stagwell Media LP— 3,188 
Other(11,440)(436)
Changes in working capital:
Accounts receivable(70,039)59,536 
Expenditures billable to clients11,996 (5,387)
Other assets(6,100)(1,134)
Accounts payable(29,684)(69,133)
Accruals and other liabilities(380)(1,411)
Advance billings(17,760)1,003 
Net cash (used in) provided by operating activities(48,577)5,771 
Cash flows from investing activities:
Capital expenditures(6,538)(3,311)
Acquisitions, net of cash acquired(935)— 
Other(816)— 
Net cash used in investing activities(8,289)(3,311)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility(209,500)(25,248)
Proceeds from borrowings under revolving credit facility239,000 10,000 
Shares acquired and cancelled(14,926)— 
Distributions to noncontrolling interests and other(6,464)— 
Payment of deferred consideration(1,581)— 
Distributions— (25,894)
Net cash provided by (used in) financing activities6,529 (41,142)
Effect of exchange rate changes on cash and cash equivalents1,481 
Net decrease in cash and cash equivalents(48,856)(38,673)
Cash and cash equivalents at beginning of period184,009 92,457 
Cash and cash equivalents at end of period$135,153 $53,784 

    Note: Actuals may not foot due to rounding.
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First Quarter 2022 EARNINGS PRESENTATION MAY 6 | 2022


 
This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company’s beliefs and expectations, earnings (loss) guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These 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. 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 effects of the coronavirus pandemic ("COVID-19"), and the impact on the economy and demand for the Company's services, which may precipitate or exacerbate other risks and uncertainties; • 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 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 which complement and expand the Company’s business capabilities; • the Company’s 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 and the additional risk factors outlined in more detail under the caption “Risk Factors” in Exhibit 99.2 to our Current Report on Form 8-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., and in the Company’s other SEC filings. FORWARD LOOKING INFORMATION & OTHER INFORMATION 2


 
Non-GAAP Financial Measures: In addition to its reported results, Stagwell Inc has included in this presentation certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following: Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone 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. Net Revenue: GAAP Revenue adjusted to exclude certain third-party direct costs when the Company acts as principal for the services rendered in the client arrangement 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. Organic Net Revenue: organic revenue adjusted to exclude certain third-party direct costs when the Company acts as principal for the services rendered in the client arrangement. 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. 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. Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. Net Debt: defined as bonds plus revolver balance less cash. Net Leverage Ratio: defined as Net Debt divided by Last-Twelve-Months Adjusted EBITDA. Included in this earnings presentation are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures. DEFINITIONS OF NON-GAAP FINANCIAL MEASURES 3


 
FINANCIAL OUTLOOK Reiterating Full-Year 2022 Outlook Organic Net Revenue Growth Organic Net Revenue Growth Ex-Advocacy Adjusted EBITDA (excludes any contribution from acquisitions completed in 2022) 18% - 22% 13% - 17% $450M - $480M Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on January 1, 2020. The Company has excluded a quantitative reconciliation with respect to the Company’s 2022 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. ~30% Free Cash Flow Growth 4


 
F I R S T Q U A R T E R H I G H L I G H T S Strategic M&A Accelerated GROWTH Winning BIGGER Increasing DIGITAL MIX Building an E-Commerce Platform Connecting E-commerce, Digital Transformation & Media Significantly increasing Stagwell’s scale in Europe 56% of Net Revenue from Digital Capabilities 39% digital organic net revenue growth year-over-year 64% of adjusted EBITDA from digital capabilities 24% Organic Net Revenue Growth 23% organic net revenue growth, ex-advocacy 34% adjusted EBITDA growth (19.3% margin on net revenue) $54M of Net New Business Tenth win expected to generated >$10M of annual revenue Top 25 clients averaged $6M in 1Q net revenue, up 27% y/y NET DEBT: $1,105M | LTM ADJ. EBITDA: $404M | NET DEBT RATIO: 2.7X Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on January 1, 2020. All growth rates are Pro Forma, year-over-year growth and represent 1Q 2022 compared to 1Q Pro Forma 2021. Net Debt defined as bonds plus revolver balance less cash. Net Debt Ratio defined as Net Debt divided by Pro Forma LTM Adjusted EBITDA. 5


 
S U M M A R Y P R O F O R M A C O M B I N E D F I N A N C I A L S Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on January 1, 2020. Numbers may not foot due to rounding. Three Months Ended, March 31, 2022 March 31, 2021 Net Revenue $ 526,637 $ 428,781 Billable Costs 116,266 60,046 Revenue $ 642,903 $ 488,827 Billable Costs 116,266 60,046 Staff costs 340,638 281,166 Administrative costs 56,294 51,904 Unbillable and other costs, net 28,293 19,945 Adjusted EBITDA $ 101,412 $ 75,766 Stock-based compensation 8,021 (1,963) Depreciation and amortization 31,204 19,127 Deferred acquisition consideration 1,897 15,621 Impairment and other losses 557 875 Other items, net 5,073 8,452 Operating income (loss) $ 54,660 $ 33,681 Pro Forma adjusted EBITDA margin (on net revenue) 19.3% 17.7% 6 $ in Thousands


 
1 Q P R O F O R M A N E T R E V E N U E Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on January 1, 2020. Actuals may not foot due to rounding. Three Months Ended, March 31, 2022 Net Revenue Change March 31, 2021 $ 428,781 Organic revenue 101,379 23.6% Acquisitions (divestitures), net (1,048) -0.2% Foreign currency (2,475) -0.6% Total Change $ 97,856 22.8% March 31, 2022 $ 526,637 7 $ in Thousands


 
N E T R E V E N U E M I X B Y P R I N C I P A L C A P A B I L I T Y Note: Legacy Stagwell Group performance marketing Agency, ForwardPMX, combined with Assembly (~80% of revenue is digital on a pro forma basis) and is included in “Performance Media and Data,” along with remaining legacy “Media” Line of Business, legacy “Other” Line of Business (primarily Ink), and Goodstuff (acquired in 4Q 2021). “Digital Transformation” is equivalent to legacy “Digital” Line of Business (excluding ForwardPMX). “Consumer Insights & Strategy” is equivalent to legacy “Research” Line of Business. “Creativity & Communications” is comprised of legacy “Creative,” “Public Relations,” and “Experiential” Lines of Business. Creativity & Communications Blue-Chip Customer Base Performance Media & Data Addressable on a Global Scale Consumer Insights & Strategy Tracking Across Consumer Journey Digital Transformation Building & Designing Digital Experiences for Clients 1 2 3 4 29% 18% 10% 44% 8 56%


 
1 Q Y E A R - O V E R - Y E A R G R O W T H B Y C A P A B I L I T Y Note: Figures presented on a Pro Forma basis giving effect to the combination as if completed on January 1, 2020 Figures may not foot due to rounding. *EBITDA includes corporate expenses, notionally allocated ratably across each capability. Principal Capability Organic Net Revenue Growth Net Revenue Growth Adjusted EBITDA* Growth Digital Transformation 49% 48% 61% Performance Media & Data 18% 23% 85% Consumer Insights & Strategy 56% 55% 69% Creativity & Communications 9% 6% (1%) TOTAL 24% 23% 34% TOTAL EX-ADVOCACY 23% 22% 32% % OF NET REVENUE 29% 18% 10% 44% 9 43% 12% 10% 36% % OF ADJ EBITDA*


 
Q 1 N E T R E V E N U E B Y G E O G R A P H Y Note: Figures presented on a Pro Forma basis giving effect to the combination as if completed on January 1, 2020. 1Q Organic Growth Y/Y 82% 7% 11% Geography 1Q22 United States 24% United Kingdom 51% Other 12% TOTAL 24% TOTAL EX-ADVOCACY 23% 10 % OF NET REVENUE


 
Three Months Ended, March 31, 2022 March 31, 2021 % Change Total Net Revenue $527 $429 22.8% Advocacy Net Revenue 37 29 29.8% Ex Advocacy Net Revenue $489 $400 22.3% Q 1 E X - A D V O C A C Y N E T R E V E N U E & A D J U S T E D E B I T D A Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on January 1, 2020. Advocacy includes Targeted Victory and SKDK. Numbers may not foot due to rounding. $ in Millions 11 Three Months Ended, March 31, 2022 March 31, 2021 % Change Total Adj. EBITDA $101 $76 33.8% Advocacy Adj. EBITDA 12 8 46.1% Ex Advocacy Adj. EBITDA $90 $68 32.4% NET REVENUE ADJ. EBITDA


 
N E W B U S I N E S S U P D A T E Note: All figures presented on a Pro Forma basis giving effect to the combination as if it was completed on Jan. 1, 2020. 1. Expected to generate $10M or more in annual revenue. Based on expectation at time of contract signing. 2. Cumulative large contract wins since announcement of the proposed Business Combination. Net New Business Q1 2022 $54M Large Contract Wins1 Q1 2022 2 Cumulative2 10 12 Notable Business WINS


 
S T R A T E G I C M & A 100% ACQUISITION (closed in April) 100% ACQUISITION (closed in March) Business A scaled provider of end-to-end e-commerce services such as DTC strategy, digital content production, automation, and complex technology implementations. BNG works with 150+ global brands and 500+ e-retailers worldwide. Founded in Poland and with offices in the US, Dubai, and the Netherlands, BNG employs over 600 people working with clients including 3M, Coty, P&G, and Bayer. A leading multicultural full-service marketing agency in depth, breadth, and size based in Canada. Dyversity specializes in Chinese and South Asian communications, with additional expertise in over 20 other languages including Filipino, Korean, Portuguese, and Spanish. Rationale BNG establishes a chain in e-commerce that connects directly to our media and digital transformation offerings with a focus on converting sales and growing revenue. The acquisition bolsters Stagwell's broad e-commerce capabilities to service more complex global clients and provides significant scale in Europe. The acquisition rapidly scales the Doner Partners Network's multicultural capabilities across its Canadian assets – namely DonerNorth, Veritas, and Meat & Produce (M&P) – by adding best practices for existing clients and doubling down on more progressive ways to centralize multicultural insights and expertise as part of the offering.


 
Appendix


 
1 Q G A A P C O N S O L I D A T E D O P E R A T I N G P E R F O R M A N C E Three Months Ended, Mar 31, 2022 2021 Revenue $ 642,903 $ 181,242 Cost of services 411,970 111,999 Office & general expenses 144,512 52,278 Depreciation & amortization 31,204 10,950 Impairment & other losses 557 - Total operating expenses $ 588,243 $ 175,227 Operating income (Loss) $ 54,660 $ 6,015 Interest expense, net (18,729) (1,351) Foreign exchange, net (306) (677) Other, net 156 1,285 Other income (expenses) $ (18,879) $ (743) Income tax expense 3,189 673 Income before equity in earnings of non-consolidated affiliates $ 32,592 $ 4,599 Equity in income of non-consolidated affiliates 1,030 4 Net income $ 33,622 $ 4,603 Net (income) loss attributable to non-controlling and redeemable non-controlling interests (20,947) (238) Net income attributable to Stagwell Inc. common shareholders $ 12,675 $ 4,365 EARNINGS PER SHARE Basic $ 0.10 N/A Diluted $ 0.10 N/A WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 122,284,880 Diluted 295,484,726 Note: Actuals may not foot due to rounding. 15 $ in Thousands


 
N E T I N C O M E & D I L U T E D E A R N I N G S P E R S H A R E D E T A I L Diluted earnings per share assumes the exchange of all Stagwell Media Class C shares for Stagwell Inc. Class A shares on a one-for-one basis. The income effect does not take into account “Net income attributable to other equity interest holders,” since those shares are not exchangeable for Stagwell Inc. Class A shares. 16 Three Months Ended, March 31, 2022 Net income $ 33,622 Net income attributable to Class C shareholders (17,721) Net income attributable to other equity interest holders (3,226) Net income attributable to noncontrolling interests $ (20,947) Net income attributable to Stagwell Inc. common shareholders $ 12,675 Earnings Per Share - Diluted Net income attributable to Stagwell Inc. common shareholders $ 12,675 Net income attributable to Stagwell Media 17,721 Net income for diluted earnings per share calculation $ 30,396 Dilutive Shares Basic – weighted average number of common shares outstanding 122,285 Class A shares 4,828 Class C shares 168,372 Diluted – weighted average number of common shares outstanding 295,485 Earnings Per Share - Diluted $ 0.10 $ in Thousands


 
L I Q U I D I T Y Available Liquidity (as of 3/31/22) Commitment Under Credit Facility $500 Drawn 140 Undrawn Letters of Credit 25 Undrawn Commitments Under Facility 335 Total Cash & Cash Equivalents 135 Total Available Liquidity $470 17 $ in Millions


 
Y E A R - E N D P R O F O R M A C A P I T A L S T R U C T U R E Note: fully diluted share counts as of 05/06/22 after assuming full vesting of awards outstanding. Numbers may not foot due to rounding. 1. Excludes $495M in non-controlling interest of Stagwell Class C shareholders.. 2. Includes redeemable non-controlling interest and obligations in connection with profit interests held by employees. Net Debt & Debt-Like ($M, as of 3/31/22) Revolving Credit Facility $ 140 Bonds 1,100 NCI1 33 DAC 224 RNCI & Other2 82 Less: Cash 135 TOTAL NET DEBT & DEBT-LIKE $ 1,444 Pro Forma Common Equity (Thousands, as of 5/6/22) Class A & B 133,156 Class C 164,815 Awards Out. 4,739 FULLY DILUTED 302,710 18


 
G L O B A L N E T W O R K 19 North America Latin America Europe Asia Pacific • Indonesia • Malaysia • Thailand • Australia • China • Hong Kong • India • Japan • Philippines • Singapore • Taiwan • South Korea Middle East & Africa • Austria • Belgium • Bulgaria • Italy • Latvia • Lithuania • Romania • Slovak Republic • Slovenia • Switzerland • Turkey • Ukraine • France • Germany • Netherlands • Poland • Spain • Sweden • United Kingdom • Aruba • Curacao • Nicaragua • Panama • Venezuela • Colombia • Costa Rica • Brazil • Ecuador • Guatemala • Honduras • Peru • Argentina • Bolivia • Dominican Republic • Jamaica • Uruguay • Algeria • Bahrain • Jordan • Kuwait • Lebanon • Libya • Morocco • Nigeria • Oman • Saudi Arabia • South Africa • Tunisia • Egypt • United Arab Emirates Stagwell +Affiliates COUNTRIES 34 65 EMPLOYEES ~11K+ 20K+ Stagwell’s Affiliate Network Significantly Expands Our Global Footprint • Canada • USA • Mexico Note: As of March 31, 2022.


 
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