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; and
•foreign currency fluctuations.
Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2023 (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.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)
(amounts in thousands)
Three Months Ended September 30, 2023
Common Shares - Class A & B
Common Shares - Class C
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Stagwell Inc. Shareholders’ Equity
Noncontrolling Interests
Shareholders’ Equity
Shares
Amount
Shares
Amount
Balance at June 30, 2023
116,039
$
116
151,649
$
2
$
309,520
$
22,593
$
(13,237)
$
318,994
$
434,833
$
753,827
Net income
—
—
—
—
—
653
—
653
2,464
3,117
Other comprehensive loss
—
—
—
—
—
—
(5,569)
(5,569)
(7,947)
(13,516)
Total other comprehensive income (loss)
—
—
—
—
—
653
(5,569)
(4,916)
(5,483)
(10,399)
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(8,155)
(8,155)
Changes in redemption value of RNCI
—
—
—
—
—
(3,562)
—
(3,562)
—
(3,562)
Restricted awards granted or vested
670
1
—
—
174
—
—
175
—
175
Shares repurchased and cancelled
(818)
(1)
—
—
(4,604)
—
—
(4,605)
—
(4,605)
Stock-based compensation
—
—
—
—
17,050
—
—
17,050
—
17,050
Change in ownership held by Class C shareholders
—
—
—
—
(215)
—
—
(215)
215
—
Other (1)
—
—
—
—
3,000
(1)
—
2,999
(1,439)
1,560
Balance at September 30, 2023
115,891
$
116
151,649
$
2
$
324,925
$
19,683
$
(18,806)
$
325,920
$
419,971
$
745,891
(1) The Other line within Paid-in Capital includes $3.0 million in connection with the modification of certain stock-appreciation rights from equity to cash-settled that were subsequently exercised in equity.
See Notes to the Unaudited Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)
(amounts in thousands)
Nine Months Ended September 30, 2023
Common Shares - Class A & B
Common Shares - Class C
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Stagwell Inc. Shareholders’ Equity
Noncontrolling Interests
Shareholders’ Equity
Shares
Amount
Shares
Amount
Balance at December 31, 2022
131,724
$
132
160,909
$
2
$
491,899
$
22,095
$
(15,478)
$
498,650
$
430,164
$
928,814
Net loss
—
—
—
—
—
(1,152)
—
(1,152)
(3,565)
(4,717)
Other comprehensive loss
—
—
—
—
—
—
(3,328)
(3,328)
(2,796)
(6,124)
Total other comprehensive loss
—
—
—
—
—
(1,152)
(3,328)
(4,480)
(6,361)
(10,841)
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(19,164)
(19,164)
Changes in redemption value of RNCI
—
—
—
—
—
(621)
—
(621)
—
(621)
Restricted awards granted or vested
3,647
3
—
—
171
—
—
174
—
174
Shares repurchased and cancelled
(31,580)
(31)
—
—
(204,926)
—
—
(204,957)
—
(204,957)
Restricted shares forfeited
(13)
—
—
—
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
33,883
—
—
33,883
—
33,883
Shares issued, acquisitions
2,853
3
—
—
20,116
—
—
20,119
—
20,119
Change in ownership held by Class C shareholders
—
—
—
—
(14,597)
—
—
(14,597)
14,597
—
Conversion of Class C to Class A shares
9,260
9
(9,260)
—
(9)
—
—
—
—
—
Other (1)
—
—
—
—
(1,612)
(639)
—
(2,251)
735
(1,516)
Balance at September 30, 2023
115,891
$
116
151,649
$
2
$
324,925
$
19,683
$
(18,806)
$
325,920
$
419,971
$
745,891
(1) The Other line within Paid-in Capital includes $1.6 million in connection with the modification of certain stock-appreciation rights from equity to cash-settled that were subsequently exercised in equity.
See Notes to the Unaudited Consolidated Financial Statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Business and Basis of Presentation
Stagwell Inc. (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and its portfolio of marketing services firms (“Brands”), which provide marketing and business solutions that realize the potential of combining data and creativity.Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment.
The accompanying Unaudited Consolidated Financial Statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the unaudited consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, pursuant to these rules, the footnotes do not include certain information and disclosures. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated reports for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”).
The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation.Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.
Revision of Previously Issued Unaudited Consolidated Financial Statements
In connection with the preparation of the consolidated financial statements during 2023, the Company identified the following errors in the areas of income taxes, noncontrolling interests, and accumulated other comprehensive loss related to its previously filed 2022 annual consolidated financial statements.
•In the first quarter of 2023, we identified an error related to foreign currency gains and losses not being allocated from Accumulated other comprehensive loss to noncontrolling interest shareholders. Noncontrolling interests and Accumulated other comprehensive loss was overstated by $23.5 million. There was no impact to Total Shareholders’ Equity as of December 31, 2022. Also, we identified a $2.1 million understatement of income tax expense, and overstatement to income tax payable (Accruals and Other Liabilities) and deferred tax asset (Other Current Assets) of $2.4 million and $4.5 million, respectively, relating to an error in the calculation of valuation allowances. These errors were originally corrected within the first quarter of 2023 as management determined the errors were not material to the quarterly financial statements as of and for the three months ended March 31, 2023.
•In the second quarter of 2023, we identified an error related to an understatement of income tax expense and income tax payable (Accruals and Other Liabilities) by $5.3 million due to incorrect applications of tax payments. The Company also identified a misclassification of $12.9 million as a result of improper netting of income tax receivables (Other Current Assets) and payables (Accruals and Other Liabilities). This error resulted in an incremental $7.3 million misclassification of income tax receivables and payables as of March 31, 2023, which was originally corrected within the second quarter of 2023 as management determined the errors were not material to the quarterly financial statements as of and for the three and six months ended June 30, 2023.
•In the fourth quarter of 2023, we identified an incremental $10.4 million understatement of tax expense as well as balance sheet misclassification between income tax accounts included within Other Current Assets, Other Assets, Accruals and Other Liabilities, and Deferred Tax Liabilities. These errors were related to the incorrect applications of tax payments, and the incorrect calculation of deferred tax balances for items mainly associated with interest expense, intangible assets, fixed assets, state tax, basis adjustment for partnership, and the related valuation allowance. We also identified an error in our tax receivable agreement (“TRA”) liability calculation which resulted in a $2.1 million overstatement of other expenses and of Other Liabilities.
As a result of the above, the Company’s previously filed third quarter of 2023 interim consolidated financial statements have been revised. See Note 17 of the Notes included herein for additional information.
On November 6, 2024, the Board authorized an extension and a $125.0 million 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 $375.0 million of shares of our outstanding Class A common stock, par value $0.001 per share (“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.
On October 1, 2024, the Company acquired Consulum (Cayman) Limited (“Consulum”), a government advisory firm in the Middle East and North Africa (“MENA”) region that provides public relations management and media and marketing services, for $71.2 million, of which $58.3 million was paid in cash and $12.9 million in 1,810,274 shares of the Company’s Class A Common Stock subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $90.0 million, partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. Due to the timing of the closing of the acquisition and delivery of related data, there was insufficient time to incorporate additional disclosures related to the preliminary purchase price allocation and fair value of the assets acquired and liabilities assumed.
2. New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220) Disaggregation of Income Statement Expenses (“ASU 2024-03”), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of these new requirements on its income statement presentation and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Interim disclosures are not impacted by this update. The Company is evaluating the impact of these amendments on its annual disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of the new requirements, effective for the Company’s 2024 Financial Statements, to determine the level of disclosure of segment expenses.
3. Acquisitions
2024 Acquisitions
Acquisition of Team Epiphany
On January 2, 2024, the Company acquired Team Epiphany, LLC (“Epiphany”), a consumer marketing company, for $15.8 million, of which $10.8 million was paid in cash and $5.0 million in 797,916 shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $17.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion.
The consideration has been allocated to the assets acquired and assumed liabilities of Epiphany based upon fair values. The preliminary purchase price allocation is as follows:
Current portion of lease liabilities - operating leases
(516)
Long-term lease liabilities - operating leases
(2,600)
Net assets assumed
8,611
Goodwill
7,237
Purchase price consideration
$
15,848
The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epiphany. Goodwill of $7.2 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is deductible for income tax purposes.
Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is three years. The following table presents the details of identifiable intangible assets acquired:
Estimated Fair Value
Estimated Useful Life in Years
(dollars in thousands)
Customer relationships
$
3,767
3
Trade names
549
3
Total acquired intangible assets
$
4,316
Pro Forma Financial Information
The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2023. The pro forma revenue and net income (loss) for the three and nine months ended September 30, 2024 would not be materially different from the actual revenue and net income (loss) reported. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time.
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
(dollars in thousands)
Revenue
$
629,821
$
1,902,785
Net income (loss)
$
4,159
$
(1,814)
Revenue attributable to Epiphany, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2024 was $12.3 million and $36.0 million, respectively. Net income attributable to Epiphany, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2024 was $0.5 million and $1.2 million, respectively.
The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
Other 2024 Acquisitions
On July 19, 2024, the Company acquired L.D.R.S. Group Ltd. (“Leaders”), for 25.2 million Israeli New Shekels (“ILS”) (approximately $7 million), of which 10.9 million ILS (approximately $3 million) was paid in cash, 3.5 million ILS (approximately $1 million) in 135,010 shares of the Company’s Class A Common stock, and 10.9 million ILS (approximately $3 million) was attributed to contingent consideration which is considered part of the purchase price. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of 24.2 million ILS (approximately $7 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Leaders and expected growth related to new customer relationships. Goodwill of $4.9 million was assigned to the All Other reportable segment. The goodwill is not fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
On April 5, 2024, the Company acquired PROS Agency (“PROS”), for 42.1 million Brazilian reals (“R$”) (approximately $9 million) of which R$23.3 million (approximately $5 million) was paid in cash, R$5.3 million (approximately $1 million) was paid in 182,256 shares of Class A Common Stock, and R$13.5 million (approximately $3 million) was attributed to contingent consideration which is considered part of the purchase price. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of R$72.5 million (approximately $14 million), partially subject to continued employment, and meeting certain future earnings targets, of which a portion may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of PROS and expected growth related to new customer relationships. Goodwill of $5.5 million was assigned to the Communications Network reportable segment. The goodwill is not fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
On April 4, 2024, the Company acquired What’s Next Partners (“WNP”), for 4.3 million Euros (“€”) (approximately $5 million) in cash. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of €8.5 million (approximately $9 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of WNP and expected growth related to new customer relationships. Goodwill of $5.4 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is not fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
On March 1, 2024, the Company acquired Sidekick Live Limited (“Sidekick”), for 4.6 million British pounds (“£”) (approximately $6 million) of which £3.6 million (approximately $5 million) was paid in cash, £0.1 million (approximately $0.2 million) was incurred as a certain payable to sellers, and £0.9 million (approximately $1 million) in 195,431 shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of £8.0 million (approximately $10 million), subject to continued employment requirements and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was mainly recorded as goodwill, which is primarily attributable to the assembled workforce of Sidekick and expected growth related to new customer relationships. Goodwill of $2.0 million was assigned to the Communications Network reportable segment. The goodwill is not fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
2023 Acquisitions
On November 1, 2023, the Company acquired Movers and Shakers LLC (“Movers and Shakers”), a digital creative company, for $14.7 million, of which $10.2 million was paid in cash and $4.5 million in 1.0 million shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $35.0 million, subject to meeting certain future earnings targets and continued employment, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Movers and Shakers and expected growth related to new customer relationships. Goodwill of $8.2 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.
On October 2, 2023, the Company acquired Left Field Labs LLC (“LFL”), a digital experience design and strategy company, for $13.2 million, of which $9.4 million was paid in cash and $3.8 million in 825,402 of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $51.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of LFL and expected growth related to new customer relationships. Goodwill of $7.9 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes.
On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”), a marketing and design company, for $2.5 million in cash consideration, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Tinsel and expected growth related to new customer relationships. Goodwill of $1.6 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes.
On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”), for €5.2 million (approximately $6 million) of cash consideration, of which €0.9 million (approximately $1 million) is deferred, subject to post-closing adjustments. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The goodwill is non-deductible for income tax purposes.
2023 Dispositions
On October 31, 2023, the Company sold ConcentricLife (“Concentric”), which was included in Integrated Agencies Network, to a strategic buyer for $245.0 million in cash resulting in a pre-tax gain of $94.5 million. The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations.
4. Revenue
Disaggregated Revenue Data
The Company provides a broad range of services to a large base of clients across the full spectrum of verticals globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions.
The following table presents revenue disaggregated by our principal capabilities for the three and nine months ended September 30, 2024 and 2023. We reclassified certain brands into the Stagwell Marketing Cloud Group (software-as-a-service and data-as-a-service tools for in-house marketers) principal capability in the third quarter of 2023. All prior periods presented have been revised to reflect these changes.
Three Months Ended September 30,
Nine Months Ended September 30,
Principal Capabilities
Reportable Segment
2024
2023
2024
2023
(dollars in thousands)
Digital Transformation
All segments
$
176,676
$
141,552
$
535,911
$
487,134
Creativity and Communications
All segments
333,843
301,916
942,257
857,088
Performance Media and Data
Integrated Agencies Network and Brand Performance Network
79,508
72,794
234,935
215,743
Consumer Insights and Strategy
Integrated Agencies Network
47,056
44,033
140,542
142,053
Stagwell Marketing Cloud Group
All segments
74,198
57,278
198,863
170,264
$
711,281
$
617,573
$
2,052,508
$
1,872,282
Stagwell’s Brands are located in the United States, the United Kingdom, and more than 32 other countries around the world. The Company continues to expand its global footprint to support clients in international markets. Historically, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses.
The following table presents revenue disaggregated by geography for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
Geographical Location
Reportable Segment
2024
2023
2024
2023
(dollars in thousands)
United States
All
$
584,734
$
500,573
$
1,699,464
$
1,531,606
United Kingdom
All
41,718
40,323
119,994
115,535
Other
All
84,829
76,677
233,050
225,141
$
711,281
$
617,573
$
2,052,508
$
1,872,282
Contract Assets and Liabilities
Contract assets consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of providing services. In arrangements in which we are acting as principal, contract assets are included as a component of Accounts receivable on the Unaudited Consolidated Balance Sheet. These assets were $180.8 million and $141.9 million as of September 30, 2024 and December 31, 2023, respectively. In arrangements in which we are acting as agent, contract assets are included on the Unaudited Consolidated Balance Sheet as Expenditures billable to clients. These assets were $137.4 million and $114.1 million as of September 30, 2024 and December 31, 2023, respectively.
Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Unaudited Consolidated Balance Sheet. In arrangements in which we are acting as an agent, the recognition related to the contract liability is presented on a net basis within the Unaudited Consolidated Statements of Operations. Advance billings at September 30, 2024 and December 31, 2023 were $338.8 million and $301.7 million, respectively. The change in Advance billings of $37.1 million for the nine months ended September 30, 2024 was primarily driven by $275.8 million of revenue recognized that was included in the Advance billings balances as of December 31, 2023, the incurrence of third-party costs, and cash payments received or due in advance of satisfying our performance obligations.
The Company acquired $5.5 million in contact assets and $8.8 million in contact liabilities in connection with the acquisition of Epiphany. See Note 3 of the Notes included herein for additional information related to this acquisition.
Changes in the contract asset and liability balances during the nine months ended September 30, 2024 were not materially impacted by write offs, impairment losses or any other factors.
Unsatisfied Performance Obligations
The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had $95.2 million of unsatisfied performance obligations as of September 30, 2024 of which we expect to recognize approximately 34% in 2024, 48% in 2025, 14% in 2026 and 4% in 2027.
The following table sets forth the computations of basic and diluted earnings per common share for the three months ended September 30, 2024 (amounts in thousands, except per share amounts):
Three Months Ended September 30,
2024
Earnings Per Share - Basic
Numerator:
Net income
$
13,864
Net income attributable to Class C shareholders
(9,432)
Net income attributable to other equity interest holders
(1,161)
Net income attributable to noncontrolling and redeemable noncontrolling interests
(10,593)
Net income attributable to Stagwell Inc. common shareholders
$
3,271
Denominator:
Weighted average number of common shares outstanding
108,198
Earnings Per Share - Basic
$
0.03
Earnings Per Share - Diluted
Numerator:
Net income attributable to Stagwell Inc. common shareholders
$
3,271
Denominator:
Basic - Weighted Average number of common shares outstanding
108,198
Dilutive shares:
Restricted share and restricted unit awards
3,990
Employee Stock Purchase Plan shares
2
Dilutive - Weighted average number of common shares outstanding
112,190
Earnings Per Share - Diluted
$
0.03
Anti-dilutive:
Class C Shares
151,649
Class A Shares to settle deferred acquisition obligations
The following table sets forth the computations of basic and diluted loss per common share for the nine months ended September 30, 2024 (amounts in thousands, except per share amounts):
Nine Months Ended September 30,
2024
Loss Per Share - Basic and Diluted
Numerator:
Net income
$
9,197
Net income attributable to Class C shareholders
(5,850)
Net income attributable to other equity interest holders
(4,323)
Net income attributable to noncontrolling and redeemable noncontrolling interests
$
(10,173)
Net loss attributable to Stagwell Inc. common shareholders
$
(976)
Denominator:
Weighted Average number of common shares outstanding
111,436
Loss Per Share - Basic and Diluted
$
(0.01)
Anti-dilutive:
Class C Shares
151,649
Stock Appreciation Rights and Restricted Awards
4,205
Class A Shares to settle deferred acquisition obligations
The following table sets forth the computations of basic and diluted earnings per common share for the three months ended September 30, 2023 (amounts in thousands, except per share amounts):
Three Months Ended September 30,
2023
Earnings Per Share - Basic
Numerator:
Net income
$
3,117
Net income attributable to Class C shareholders
(33)
Net income attributable to other equity interest holders
(2,431)
Net income attributable to noncontrolling and redeemable noncontrolling interests
$
(2,464)
Net income attributable to Stagwell Inc. common shareholders
$
653
Denominator:
Weighted Average number of common shares outstanding
110,787
Earnings Per Share - Basic
$
0.01
Earnings Per Share - Diluted
Numerator:
Net income attributable to Stagwell Inc. common shareholders
$
653
Net income attributable to Class C shareholders
33
$
686
Denominator:
Basic - Weighted Average number of common shares outstanding
110,787
Dilutive shares:
Stock appreciation rights
407
Restricted share and restricted unit awards
2,139
Employee Stock Purchase Plan shares
24
Class A shares
113,357
Class C shares
151,649
Diluted - Weighted average number of common shares outstanding
265,006
Earnings Per Share - Diluted
$
—
Anti-dilutive:
Class A Shares to settle deferred acquisition obligations
The following table sets forth the computations of basic and diluted loss per common share for the nine months ended September 30, 2023 (amounts in thousands, except per share amounts):
Nine Months Ended September 30,
2023
Loss Per Share - Basic
Numerator:
Net loss
$
(4,717)
Net loss attributable to Class C shareholders
2,702
Net loss attributable to other equity interest holders
863
Net loss attributable to noncontrolling and redeemable noncontrolling interests
$
3,565
Net loss attributable to Stagwell Inc. common shareholders
$
(1,152)
Denominator:
Weighted Average number of common shares outstanding
118,772
Loss Per Share - Basic
$
(0.01)
Loss Per Share - Diluted
Numerator:
Net loss attributable to Stagwell Inc. common shareholders
$
(1,152)
Net loss attributable to Class C shareholders
(2,702)
$
(3,854)
Denominator:
Basic - Weighted Average number of common shares outstanding
118,772
Dilutive shares:
Class C shares
156,092
Diluted - Weighted average number of common shares outstanding
274,864
Loss Per Share - Diluted
$
(0.01)
Anti-dilutive:
Stock Appreciation Rights and Restricted Awards
5,532
Class A Shares to settle deferred acquisition obligations
6,843
Employee Stock Purchase Plan shares
72
Restricted stock awards of 4.6 million and 3.7 million as of September 30, 2024 and 2023, respectively, were excluded from the computation of diluted earnings (loss) per common share because the performance contingencies necessary for vesting were not met as of the reporting date.
Deferred acquisition consideration on the Unaudited Consolidated Balance Sheet consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period within Office and general expenses on the Unaudited Consolidated Statements of Operations. Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) period within Office and general expenses on the Unaudited Consolidated Statements of Operations.
The following table presents changes in deferred acquisition consideration for the nine months ended September 30, 2024 and the year ended December 31, 2023 and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheet as of September 30, 2024 and Consolidated Balance Sheet as of December 31, 2023:
September 30, 2024
December 31, 2023
(dollars in thousands)
Beginning balance
$
101,058
$
161,323
Payments (1)
(61,044)
(97,447)
Adjustments to deferred acquisition consideration (2)
13,971
14,303
Additions (3)
7,201
22,172
Currency translation adjustment
487
680
Other
—
27
Ending balance (4)
$
61,673
$
101,058
(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $18.2 million and $32.8 million, respectively, for the period ended September 30, 2024 and December 31, 2023.
(2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period.
(3) Additions of $22.2 million in 2023, represents a reclassification from redeemable noncontrolling interest to deferred acquisition consideration. Specifically, in 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (paid in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to modify the performance period and defer payment until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration in 2023.
(4) The contingent and fixed deferred acquisition consideration obligation was $61.6 million and $0.0 million, respectively, as of September 30, 2024 and $57.5 million and $43.6 million, respectively, as of December 31, 2023. The deferred acquisition consideration as of September 30, 2024 and December 31, 2023, includes $21.2 million and $29.3 million, respectively, expected to be settled in shares of Class A Common Stock.
7. Leases
The Company leases office space in North America, Europe, Asia, South America, Africa, and Australia. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2024 through 2034. The Company’s finance leases are immaterial.
Lease costs are recognized in the Unaudited Consolidated Statements of Operations over the lease term on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset.
Some of the Company’s leases include options to extend or renew the leases through 2044. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option.
From time to time, the Company enters into sublease arrangements with unrelated third parties. These subleases are classified as operating leases and expire between years 2024 through 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America and Europe.
As of September 30, 2024, the Company had entered into one operating lease for which the commencement date had not yet occurred primarily because of the premises being prepared for occupancy by the landlord. Accordingly, this one lease
represents an obligation of the Company that is not reflected within the Unaudited Consolidated Balance Sheet as of September 30, 2024. The aggregate future liability related to this lease was $0.4 million.
The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate.
The following table presents lease costs and other quantitative information for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Lease Cost:
(dollars in thousands)
Operating lease cost
$
18,589
$
19,029
$
58,237
$
57,557
Variable lease cost
6,528
5,517
18,354
15,735
Sublease rental income
(2,001)
(1,903)
(6,416)
(7,519)
Total lease cost
$
23,116
$
22,643
$
70,175
$
65,773
Additional information:
Cash paid for amounts included in the measurement of lease liabilities for operating leases
Operating cash flows
$
21,588
$
22,823
$
65,407
$
67,095
Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments (1)
$
3,311
$
8,145
$
16,449
$
14,681
(1) Includes Right-of-use lease assets obtained in exchange for operating lease liabilities related to acquisitions.
As of September 30, 2024, the weighted average remaining lease term was 6.0 years and the weighted average discount rate was 5.7%.
Operating lease expense is included in Office and general expenses in the Unaudited Consolidated Statements of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial.
In the nine months ended September 30, 2024, the Company ceased using certain office space and as such recognized a charge of $1.7 million to reduce the carrying value of two of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets and related leasehold improvements were related to an agency within the Integrated Agencies Network and to Corporate.
In the nine months ended September 30, 2023, the Company recorded a charge of $9.2 million to reduce the carrying value of two of its right-of-use assets and related leasehold improvements. The right-of-use lease assets were related to agencies within the Integrated Agencies Network.
With regard to the aforementioned impairments, the Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using sublease income to develop expected future cash flows, it was determined that the fair value of the assets were less than their carrying value. The impairment charge is included in Impairment and other losses within the Unaudited Consolidated Statements of Operations.
The following table presents minimum future rental payments under the Company’s leases as of September 30, 2024 and their reconciliation to the corresponding lease liabilities:
Maturity Analysis
(dollars in thousands)
2024
$
17,305
2025
74,133
2026
61,421
2027
53,814
2028
49,962
Thereafter
115,014
Total
371,649
Less: Present value discount
(59,364)
Lease liability
$
312,285
8. Debt
As of September 30, 2024 and December 31, 2023, the Company’s indebtedness was comprised as follows:
September 30, 2024
December 31, 2023
(dollars in thousands)
Credit Agreement
$
375,000
$
59,000
5.625% Notes
1,100,000
1,100,000
Debt issuance costs
(11,075)
(13,172)
5.625% Notes, net of debt issuance costs
1,088,925
1,086,828
Total long-term debt
$
1,463,925
$
1,145,828
Interest expense related to long-term debt included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2024 was $24.4 million and $67.9 million, respectively, and for the three and nine months ended September 30, 2023 was $25.3 million and $65.9 million, respectively.
The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2024 was $0.7 million and $2.1 million, respectively, and for the three and nine months ended September 30, 2023 was $0.7 million and $2.5 million, respectively.
Revolving Credit Agreement
The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (the “Credit Agreement”). The Credit Agreement provides revolving commitments of up to $640.0 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million.
The Credit Agreement contains a number of financial and nonfinancial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of September 30, 2024.
A portion of the Credit Agreement in an amount not to exceed $50.0 million is available for the issuance of standby letters of credit. As of September 30, 2024 and December 31, 2023, the Company had issued undrawn outstanding letters of credit of $15.5 million and $16.2 million, respectively.
Senior Notes
The Company had $1.1 billion aggregate principal amount of 5.625% senior notes (“5.625% Notes”) outstanding as of September 30, 2024. The 5.625% Notes are due August 15, 2029 and bear annual interest of 5.625% to be paid semiannually on February 15 and August 15 of each year.
The 5.625% Notes are also subject to certain covenants, customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants as of September 30, 2024.
9. Noncontrolling and Redeemable Noncontrolling Interests
When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Unaudited Consolidated Balance Sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheet at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.
The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between Class C shareholders and other equity interest holders for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(dollars in thousands)
Net income (loss) attributable to Class C shareholders
$
9,432
$
33
$
5,850
$
(2,702)
Net income attributable to other equity interest holders
1,208
1,001
2,804
1,222
Net income (loss) attributable to noncontrolling interests
$
10,640
$
1,034
$
8,654
$
(1,480)
Net income (loss) attributable to redeemable noncontrolling interests
(47)
1,430
1,519
(2,085)
Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests
$
10,593
$
2,464
$
10,173
$
(3,565)
The following table presents noncontrolling interests between Class C shareholders and other equity interest holders as of September 30, 2024 and December 31, 2023:
September 30, 2024
December 31, 2023
(dollars in thousands)
Noncontrolling interest of Class C shareholders
$
434,889
$
436,215
Noncontrolling interest of other equity interest holders (1)
22,971
32,362
Total noncontrolling interests
$
457,860
$
468,577
(1) In January 2024, the Company entered into an agreement to purchase the remaining noncontrolling ownership interest in a subsidiary it previously controlled, the consideration for which was a portion of the subsidiary that was transferred to the noncontrolling interest owner. The non-cash purchase resulted in a reduction of the subsidiary noncontrolling interest by approximately $10 million.
The following table presents changes in redeemable noncontrolling interests for the nine months ended September 30, 2024 and the year ended December 31, 2023:
September 30, 2024
December 31, 2023
(dollars in thousands)
Beginning balance
$
10,792
$
39,111
Redemptions (1)
—
(22,172)
Distributions
(2,278)
(5,800)
Changes in redemption value (2)
8,761
442
Net income (loss) attributable to redeemable noncontrolling interests
1,519
(634)
Currency translation adjustment
(176)
(155)
Ending balance
$
18,618
$
10,792
(1) Redemptions for the year ended December 31, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 6).
(2) Changes in redemption value are the fair value changes from the acquisition date redemption value based on the options held by the minority interest holders, adjusted through Retained earnings.
The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2024 to 2028. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.
These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings (loss) per share calculations for the three and nine months ended September 30, 2024 and 2023.
Comprehensive Income (Loss) Attributable to Noncontrolling and Redeemable Noncontrolling Interests
For the three months ended September 30, 2024, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $17.4 million, which consists of $10.6 million of net income and $6.8 million of other comprehensive income.
For the nine months ended September 30, 2024, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $9.2 million, which consists of $10.2 million of net income and $1.0 million of other comprehensive loss.
For the three months ended September 30, 2023, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $5.5 million, which consists of $2.5 million of net income and $8.0 million of other comprehensive loss.
For the nine months ended September 30, 2023, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $6.4 million, which consists of $3.6 million of net loss and $2.8 million of other comprehensive loss.
10. Commitments, Contingencies, and Guarantees
Legal Proceedings. The Company’s operating entities are involved in legal proceedings and regulatory inquiries of various types. While any litigation or investigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition and results of operations of the Company.
Guarantees. Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying Unaudited Consolidated Financial Statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees
and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.
Commitments. At September 30, 2024, the Company had $15.5 million of undrawn letters of credit outstanding. See Note 8 of the Notes included herein for additional information.
The Company entered into one operating lease for which the commencement date has not yet occurred as of September 30, 2024. See Note 7 of the Notes included herein for additional information.
In the ordinary course of business, the Company may enter into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of September 30, 2024, the Company estimates its future minimum commitments under these non-cancellable agreements to be: $3.5 million for the remainder of 2024, and $9.6 million, $4.3 million, $3.1 million, $3.2 million and $3.9 million for 2025, 2026, 2027, 2028, and thereafter, respectively.
The Company has also entered into a certain long-term, non-cancellable contract with a certain vendor for cloud services that requires the Company to commit to minimum spending over the contract term. As of September 30, 2024, the Company estimates its future minimum commitments under this agreement to be: $5.1 million for the remainder of 2024, and $6.9 million, $8.7 million, $10.4 million, $12.7 million and $15.3 million for 2025, 2026, 2027, 2028, and thereafter, respectively.
In addition, the Company has entered into a certain long-term, non-cancellable contract with a certain vendor for a software license agreement that requires the Company to commit to a fixed fee over the contract term. As of September 30, 2024, the Company estimates its future minimum commitments under this agreement to be: $2.4 million for the remainder of 2024 and $14.3 million, $28.5 million and $21.8 million for 2025, 2026, and 2027, respectively.
11. Share Capital
The authorized and outstanding share capital of the Company is below.
Class A Common Stock
There are 1.0 billion shares of Class A Common Stock authorized, of which 110.5 million shares were issued and outstanding as of September 30, 2024. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company.
Class C Common Stock
There are 250.0 million authorized shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) of which 151.6 million shares were issued and outstanding as of September 30, 2024. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC (“OpCo”), the Company’s only operating subsidiary (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A Common Stock).
Class A Common Stock Repurchases
The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. See Note 1 for information regarding the Board’s authorization to extend and increase the size of share repurchases under the Repurchase Program.
Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. Our Board of Directors (the “Board”) will review the Repurchase Program periodically and may authorize adjustments of its terms.
During the nine months ended September 30, 2024, 13.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.29 per share, for an aggregate value, excluding fees, of $86.7 million. The repurchased shares included 4 million shares of Class A Common Stock repurchased from certain affiliates of The Goldman Sachs Group, Inc. at a price of $6.34 per share, for an aggregate purchase price of $25.4 million.
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $51.8 million as of September 30, 2024.
Employee Stock Purchase Plan
A total of 3.0 million shares of Class A Common Stock are reserved for sale under the Employee Stock Purchase Plan (the “ESPP”) to eligible employees as defined in the plan. Under the ESPP, eligible employees can elect to withhold up to 15% of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.
The total number of shares authorized that remained available to be issued was 2.8 million as of September 30, 2024. During the three and nine months ended September 30, 2024 and 2023, there were no material expenses incurred by the Company related to the ESPP, and contributions to the ESPP were nominal.
12. Fair Value Measurements
A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below:
•Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
•Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
•Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:
September 30, 2024
December 31, 2023
Carrying Amount
Fair Value
Carrying Amount
Fair Value
(dollars in thousands)
5.625% Notes
$
1,100,000
$
1,065,911
$
1,100,000
$
1,010,658
The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy.
Financial Instruments Measured at Fair Value on a Recurring Basis
Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of September 30, 2024, the discount rate used to measure these liabilities ranged from 7.3% to 8.3%.
As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Unaudited Consolidated Balance Sheet are subject to material uncertainty.
See Note 6 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.
As of September 30, 2024 and December 31, 2023, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.
Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.
See Note 7 of the Notes included herein for additional information on right-of-use lease assets.
13. Supplemental Information
Stock-Based Awards
Stock-based compensation recognized for awards authorized under the Company’s employee stock incentive plans during the three and nine months ended September 30, 2024 was $10.4 million and $29.5 million, respectively and $13.9 million and $33.3 million during the three and nine months ended September 30, 2023, respectively. This was included as a component of stock-based compensation in Office and general expenses and Cost of services within the Unaudited Consolidated Statements of Operations.
Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards was $15.8 million and $20.3 million at September 30, 2024 and December 31, 2023, respectively, and is included as a component of Accruals and other liabilities on the Unaudited Consolidated Balance Sheet. The change in the fair value of these awards resulted in an increase in stock-based compensation for the three and nine months ended September 30, 2024 of $4.3 million and $3.3 million, respectively. The change in fair value of these awards resulted in a decrease in stock-based compensation for the three months ended September 30, 2023 of $1.8 million and an increase in stock-based compensation for the nine months ended September 30, 2023 of $1.3 million. This was included as a component of stock-based compensation in Cost of services within the Unaudited Consolidated Statements of Operations.
Transfer of Accounts Receivable
The Company transfers certain of its trade receivable assets to third parties under certain agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer.
The trade receivables transferred to the third parties were $78.3 million and $224.8 million for the three and nine months ended September 30, 2024, respectively, and $71.5 million and $173.1 million for the three and nine months ended September 30, 2023, respectively. The amount collected and due to the third parties under these arrangements was $14.5 million as of September 30, 2024 and $1.8 million as of December 31, 2023. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.0 million and $3.0 million for the three and nine months ended September 30, 2024, respectively, and $1.0 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.
14. Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods.
The Company had an income tax expense for the three months ended September 30, 2024 of $5.7 million (on a pre-tax income of $19.6 million resulting in an effective tax rate of 29.1%) compared to income tax expense of $4.3 million (on pre-tax income of $7.4 million resulting in an effective tax rate of 58.1%) for the three months ended September 30, 2023.
The difference in the effective tax rate of 29.1% in the three months ended September 30, 2024, as compared to 58.1% in the three months ended September 30, 2023, is primarily due to an increase in tax benefit from the disregarded entity structure which is partially offset by a reduction in tax benefits recognized with respect to uncertain tax positions.
The Company had an income tax expense for the nine months ended September 30, 2024 of $9.4 million (on a pre-tax income of $18.1 million resulting in an effective tax rate of 52.1%) compared to income tax expense of $5.0 million (on pre-tax income of $0.7 million resulting in an effective tax rate of 687.3%) for the nine months ended September 30, 2023.
The difference in the effective tax rate of 52.1% in the nine months ended September 30, 2024, as compared to 687.3% in the nine months ended September 30, 2023, is primarily due to the small pre-tax income in 2023 as compared to 2024 as well as an increase in the tax benefit of the disregarded entity structure and a reduction in tax expense for uncertain tax positions, partially offset by an increase in current losses subject to valuation allowance, a reduction in tax benefits for share based compensation, and a reduction in tax benefits recognized with respect to lease impairments.
The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we are still evaluating the potential consequences of Pillar 2 on our longer-term financial position. In 2024, we expect to incur insignificant tax expenses in connection with Pillar 2.
Although it is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next 12 months, based on the information currently available, we do not expect any change to be material to our unaudited consolidated financial statements.
Tax Receivables Agreement
In connection with the Tax Receivable Agreement (“TRA”), the Company is required to make cash payments to Stagwell Media LP (“Stagwell Media”) equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (defined in Note 11) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA. The TRA liability is an estimate and actual amounts payable under the TRA could differ from this estimate.
There were no exchanges of Paired Units for shares of Class A Common Stock during 2024. As of September 30, 2024, the Company has recorded a TRA liability of $26.7 million, and an associated deferred tax asset, net of amortization, of $29.0 million, in connection with the exchange of Paired Units and the projected obligations under the TRA.
15. Related Party Transactions
In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a related party receives services from the Company:
Total Transaction Value
Revenue
Due From Related Party
Three Months Ended September 30,
Nine Months Ended September 30,
September 30, 2024
December 31, 2023
Services
2024
2023
2024
2023
(dollars in thousands)
Marketing and advertising services (1)
$455
$
—
$
665
$
—
$
1,823
$
—
$
1,518
Marketing and advertising services (2)
$331 and Continuous (7)
2,811
432
3,752
618
3,773
4,381
Marketing and website development services (3)
$3,375 and Continuous (7)
462
759
1,731
2,702
361
694
Polling services (4)
$2,023
5
670
828
962
202
160
Polling and public relation services(5)
$1,321
30
116
328
282
170
39
Polling services (6)
$4,431
—
90
—
1,046
—
—
Marketing and advertising services (6)
$18,545
2,323
—
2,664
—
—
—
Total
$
5,631
$
2,732
$
9,303
$
7,433
$
4,506
$
6,792
(1) A member of the Company’s Board was the President of a client. This person retired from his position, and is no longer an employee of the client effective January 2, 2024.
(2) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client.
(3) Client has a significant interest in the Company.
(4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client.
(5) A family member of the Company’s President holds a key leadership position in the client.
(6) Founder of the client has significant interest in the Company.
(7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value.
In 2019, a Brand entered into a loan agreement with a related party who holds a minority interest in the Brand. The loan receivable of $1.8 million and $0.8 million due from the third party is included within Other current assets in the Company’s Unaudited Consolidated Balance Sheet as of September 30, 2024 and Consolidated Balance Sheet as of December 31, 2023, respectively. The Company recognized less than $0.1 million of interest income for each of the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2024 and $0.2 million of interest income for the nine months ended September 30, 2023. The interest income was included within Interest expense, net on the Unaudited Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred $0.5 million and $1.3 million of related party expense for the three and nine months ended September 30, 2024, respectively, and $1.1 million and $1.8 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, $1.0 million and $0.6 million, respectively, was due to the third party.
In 2018, a Brand entered into an agreement to provide marketing and advertising services to a related party whose partners hold executive leadership positions in the Brand. Under the arrangement, the Brand recognized $0.2 million and $0.8 million of revenue for the three and nine months ended September 30, 2024, respectively, and $0.2 million and $0.6 million for the three and nine months ended September 30, 2023. No revenue was due from the related party as of September 30, 2024 and December 31, 2023, respectively. In addition, on behalf of the related party, the Brand serves as an agent to transfer funds from one of the related party’s customers to the related party. The Brand does not receive revenue from this arrangement. No funds were due to the related party as of September 30, 2024. As of December 31, 2023, $0.7 million was due to the related party.
In 2022, the Company made loans to three employees of a subsidiary each in the amount of $0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct. As of September 30, 2024 and December 31, 2023, $2.7 million and $2.7 million, respectively, was due from the related parties and included in Other assets in the Unaudited Consolidated Balance Sheet.
16. Segment Information
The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.
The CODM uses Adjusted EBITDA (defined below) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is 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.
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.
The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” This segment also includes the elimination of intercompany revenue. The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.
•The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Stagwell Marketing Cloud Group and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows: Anomaly Alliance (Anomaly), Constellation (72andSunny, Crispin LLC, Colle McVoy, Hunter, Redscout, Team Enterprises, Harris Insights, Movers and Shakers, and Team Epiphany), the Doner Partner Network (Doner, KWT
Global, Harris X, Veritas, Doner North, and Yamamoto), Code and Theory (Code and Theory, Instrument, Left Field Labs), and National Research Group.
These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them.
•The Brand Performance Network (“BPN”) is comprised of a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Vitro, Forsman & Bodenfors, Goodstuff, Bruce Mau, digital creative & transformation consultancy Gale, B2B specialist Multiview, CX specialists Kenna, and travel media experts Ink.
•The Communications Network reportable segment is comprised of a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and consists of our Allison brands, SKDK brands, and Targeted Victory brands.
•All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud Group, including Maru, Epicenter and Leaders, and products such as ARound, PRophet and SmartAssets.
•Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category.
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)
The Company’s long-lived assets (i.e., Right-of-use-lease assets-operating leases and Fixed asset, net) was $301.0 million ($238.5 million in the United States and $62.4 million in all other countries) as of September 30, 2024 and $332.1 million ($268.5 million in the United States and $63.6 million in all other countries) as of December 31, 2023.
The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.
See Note 4 of the Notes included herein for a summary of the Company’s revenue by geographic region for the three and nine months ended September 30, 2024 and 2023.
17. Revision of previously issued Unaudited Consolidated Financial Statements for the third quarter of 2023
The following table presents selected unaudited revised financial information for the nine months ended September 30, 2023, in connection with the revision detailed in Note 1 included herein. There were no changes to previously issued cash flows generated from (used by) operating, investing, or financing activities for any of the impacted periods. The quarterly interim consolidated balance sheet was only impacted by the effects of the balance sheet adjustments discussed in Note 1 of the Notes included herein. For the nine months ended September 30, 2023, we have included the line items that were impacted by the correction of errors originally adjusted as out-of-period in the 2023 interim financial statements.
The impact of the revision on the previously issued unaudited quarterly financial information is as follows:
Unaudited Consolidated Statements of Operations and
Unaudited Consolidated Statements of Comprehensive Income (Loss)
Nine Months Ended September 30, 2023
As reported
Adjustment
As revised
Income tax expense
$
12,425
$
(7,428)
$
4,997
Loss before equity in earnings of non-consolidated affiliates
(11,698)
7,428
(4,270)
Net loss
(12,145)
7,428
(4,717)
Net loss attributable to noncontrolling and redeemable noncontrolling interests
8,548
(4,983)
3,565
Net loss attributable to Stagwell Inc. common shareholders
(3,597)
2,445
(1,152)
Earnings (Loss) Per Common Share
Basic
(0.03)
0.02
(0.01)
Diluted
(0.03)
0.02
(0.01)
Other comprehensive loss - foreign currency translation adjustment
(6,153)
29
(6,124)
Other comprehensive loss
(6,153)
29
(6,124)
Comprehensive loss for the period
(18,298)
7,457
(10,841)
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests
34,829
(28,468)
6,361
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders
16,531
(21,011)
(4,480)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Form 10-Q. The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Forward-Looking Statements” and “Risk Factors” in this Form 10-Q. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable GAAP measures are below.
In this section, the terms “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries. References to a “fiscal year” mean the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2024 means the period beginning January 1, 2024 and ending December 31, 2024).
Executive Summary
Overview
Stagwell conducts its business through its networks, which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. Stagwell’s differentiation lies in its creative roots and proven entrepreneurial leaders, which together with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. Stagwell leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are
technologically forward and media-agnostic. The Company’s strategy is intended to challenge the industry status quo, realize returns on investment, and drive transformative growth and business performance for its clients and stakeholders.
Stagwell manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenue, operating expenses, capital expenditures and the non-GAAP financial measures described below. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth from existing clients and the addition of new clients, (iii) growth by principal capability, (iv) growth from currency changes, and (v) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our networks. These indicators may include a network’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the network’s next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.
Revision of Previously Issued Consolidated Financial Statements
In connection with the preparation of the consolidated financial statements during 2023, the Company identified errors in the areas of income taxes, noncontrolling interests, and accumulated other comprehensive loss related to its previously filed 2022 financial statements. The Company revised the 2022 annual financial statements in its 2023 Form 10-K. See Notes 1, 21 and 22 of the Notes in the Company’s 2023 Form 10-K for additional information regarding the correction of the errors. See Notes 1 and 17 of the Notes included herein for information regarding the revisions made to the previously issued unaudited financial statements for the second quarter of 2023.
Recent Developments
On November 6, 2024, the Board authorized an extension and a $125.0 million 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 $375.0 million of shares of our outstanding Class A common stock, par value $0.001 per share (“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.
On October 1, 2024, the Company acquired Consulum (Cayman) Limited (“Consulum”), a government advisory firm in the Middle East and North Africa (“MENA”) region that provides public relations management and media and marketing services, for $71.2 million, of which $58.3 million was paid in cash and $12.9 million in 1,810,274 shares of the Company’s Class A Common Stock subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $90.0 million, partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. Due to the timing of the closing of the acquisition and delivery of related data, there was insufficient time to incorporate additional disclosures related to the preliminary purchase price allocation and fair value of the assets acquired and liabilities assumed.
Significant Factors Affecting our Business and Results of Operations
The most significant factors affecting our business and results of operations include national, regional, and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. The two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the digital and data-driven products that our portfolio of marketing services firms, which we refer to as “Brands,” offer. A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain a Brand that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Clients also change firms as a result of the firm’s failure to meet marketing performance targets or other expectations in client service delivery.
Seasonality
Historically, we typically generate the highest quarterly revenue during the fourth quarter in each year. In addition, within our Communications Network, client concentration increases during election years due to the cyclical nature of our advocacy Brands. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season.
Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These
measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP financial measures included are “net revenue,” “organic net revenue growth (decline),” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”
“Net revenue” refers to revenue excluding billable costs. The Company believes billable costs and their fluctuations are not indicative of the operating performance of its underlying business.
“Organic net revenue growth (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.
“Adjusted EBITDA” is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), 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. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric.
“Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) (a) the weighted average number of common shares outstanding plus (b) the weighted average number of shares of Class C Common Stock outstanding. Other items include restructuring costs, acquisition-related expenses, and non-recurring items. The diluted weighted average shares outstanding include shares of Class C Common Stock as if converted to shares of Class A Common Stock to calculate Adjusted Diluted EPS.
All amounts are in U.S. dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.
The percentage changes included in the tables in Item 2 herein that are not considered meaningful are presented as “NM.”
Segments
The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.
The CODM uses Adjusted EBITDA as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.
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.
The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes to the Unaudited Consolidated Financial Statements included herein and in Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2023 Form 10-K.
In addition, Stagwell reports its corporate office expenses incurred in connection with the strategic resources provided to the networks, as well as certain other centrally managed expenses that are not fully allocated to the operating segments as Corporate. Corporate provides client and business development support to the networks as well as certain strategic resources, including accounting, administrative, financial, real estate, human resource and legal functions.
The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2024 and 2023 and the financial condition of the Company as of September 30, 2024.
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)
Reconciliation to Adjusted EBITDA:
Net income (loss) attributable to Stagwell Inc. common shareholders
$
3,271
$
653
$
(976)
$
(1,152)
Non-operating items (1)
38,508
33,089
90,516
72,389
Operating income
41,779
33,742
89,540
71,237
Depreciation and amortization
36,044
38,830
112,881
107,795
Impairment and other losses
—
—
1,715
10,562
Stock-based compensation
16,935
12,065
38,926
34,615
Deferred acquisition consideration
560
6,401
7,950
10,881
Other items, net
15,851
10,731
36,576
30,069
Adjusted EBITDA
$
111,169
$
101,769
$
287,588
$
265,159
(1) Non-operating items includes items within the Statements of Operations, below Operating Income, and above Net income (loss) attributable to Stagwell Inc. common shareholders.
THREE MONTHS ENDED SEPTEMBER 30, 2024 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2023
Consolidated Results of Operations
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Revenue
$
711,281
$
617,573
$
93,708
15.2
%
Operating Expenses
Cost of services
457,018
384,980
72,038
18.7
%
Office and general expenses
176,440
160,021
16,419
10.3
%
Depreciation and amortization
36,044
38,830
(2,786)
(7.2)
%
$
669,502
$
583,831
$
85,671
14.7
%
Operating Income
$
41,779
$
33,742
$
8,037
23.8
%
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Net Revenue
$
580,193
$
534,864
$
45,329
8.5
%
Billable costs
131,088
82,709
48,379
58.5
%
Revenue
711,281
617,573
93,708
15.2
%
Billable costs
131,088
82,709
48,379
58.5
%
Staff costs
361,979
338,914
23,065
6.8
%
Administrative costs
69,556
62,339
7,217
11.6
%
Unbillable and other costs, net
37,489
31,842
5,647
17.7
%
Adjusted EBITDA
111,169
101,769
9,400
9.2
%
Stock-based compensation
16,935
12,065
4,870
40.4
%
Depreciation and amortization
36,044
38,830
(2,786)
(7.2)
%
Deferred acquisition consideration
560
6,401
(5,841)
(91.3)
%
Other items, net
15,851
10,731
5,120
47.7
%
Operating Income (1)
$
41,779
$
33,742
$
8,037
23.8
%
(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.
Revenue
Revenue for the three months ended September 30, 2024 was $711.3 million, compared to $617.6 million for the three months ended September 30, 2023, an increase of $93.7 million.
The components of the fluctuations in net revenue for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
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
(dollars in thousands)
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%
Component % change
0.2%
0.7%
7.6%
8.5%
For the three months ended September 30, 2024, organic net revenue increased $40.9 million, or 7.6%. The increase was primarily attributable to new wins in the technology and retail sectors, as well as new wins and increased revenue in the public affairs sector driven by the ongoing election year. This increase was partially offset by a decrease in client spending due to budget cuts in the food and beverage sectors. The increase in net acquisitions (divestitures) was impacted by acquisitions and dispositions, including the acquisitions of Team Epiphany, LLC (“Epiphany”), Movers and Shakers LLC (“Movers and Shakers”), PROS Agency (“PROS”) and Left Field Labs LLC (“Left Field Labs”), partially offset by the sale of ConcentricLife (“Concentric”) in the fourth quarter of 2023.
The geographic mix in net revenues for the three months ended September 30, 2024 and 2023 is as follows:
Three Months Ended September 30,
2024
2023
(dollars in thousands)
United States
$
469,092
$
426,422
United Kingdom
39,854
42,114
Other
71,247
66,328
Total
$
580,193
$
534,864
Operating Income
Operating Income for the three months ended September 30, 2024 was $41.8 million, compared to Operating Income of $33.7 million for the three months ended September 30, 2023, representing an increase of $8.0 million. The change in Operating Income was primarily attributable to an increase in Revenue, partially offset by an increase in Cost of services and Office and general expenses.
The increase in Cost of services was primarily attributable to higher billable and staff costs, commensurate with the increase in revenues as well as the inclusion of costs from acquired entities, and higher stock-based compensation.
The increase in Office and general expenses was primarily attributable to an increase in staff costs and acquisition related expenses, partially offset by a decrease in deferred acquisition consideration expense.
Stock-based compensation increased $4.9 million, primarily due to an increase in the fair value and number of awards.
Deferred acquisition consideration decreased $5.8 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands in the third quarter of 2024.
Depreciation and amortization decreased $2.8 million, primarily attributable to the acceleration of amortization of certain tradenames in the third quarter of 2023. As a result, amortization expense of $4.3 million was recorded in the three months ended September 30, 2023, representing the remaining amortization expense associated with these tradenames.
Interest expense, net, for the three months ended September 30, 2024 was $23.8 million, compared to $25.9 million for the three months ended September 30, 2023, a decrease of $2.1 million, primarily attributable to lower levels of debt outstanding under the Credit Agreement (as discussed in Note 8 of the Notes to the Unaudited Consolidated Financial Statements included herein), and a lower interest rate on amounts outstanding under the Credit Agreement.
Foreign Exchange, Net
The foreign exchange gain for the three months ended September 30, 2024 was $1.3 million, compared to a loss of $0.1 million for the three months ended September 30, 2023, primarily attributable to the movement in the British Pound.
Other, Net
Other, net, for the three months ended September 30, 2024 was income of $0.2 million, compared to an expense of $0.3 million for the three months ended September 30, 2023, a change of $0.5 million.
Income Tax Expense
The Company had an income tax expense for the three months ended September 30, 2024 of $5.7 million (on a pre-tax income of $19.6 million resulting in an effective tax rate of 29.1%), compared to income tax expense of $4.3 million (on pre-tax income of $7.4 million resulting in an effective tax rate of 58.1%) for the three months ended September 30, 2023.
The difference in the effective tax rate of 29.1% in the three months ended September 30, 2024, compared to 58.1% in the three months ended September 30, 2023, is primarily due to an increase in tax benefit from the disregarded entity structure which is partially offset by a reduction in tax benefits recognized with respect to uncertain tax positions.
Noncontrolling and Redeemable Noncontrolling Interests
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended September 30, 2024 was income of $10.6 million, compared to income of $2.5 million for the three months ended September 30, 2023. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.
Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders
As a result of the foregoing, net income attributable to Stagwell Inc. common shareholders for the three months ended September 30, 2024 was $3.3 million, compared to net income of $0.7 million for the three months ended September 30, 2023.
Diluted EPS and Adjusted Diluted EPS for the three months ended September 30, 2023 were as follows:
GAAP
Adjustments (1)
Non-GAAP
(amounts in thousands, except per share amounts)
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 and discussed within the Non-GAAP Financial Measures section of the Executive Summary.
Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2024 was $111.2 million, compared to $101.8 million for the three months ended September 30, 2023, representing an increase of $9.4 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.
Integrated Agencies Network
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Revenue for the three months ended September 30, 2024 was $389.7 million, compared to $358.1 million for the three months ended September 30, 2023, an increase of $31.6 million.
Net Revenue
The components of the fluctuations in net revenue for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Integrated Agencies Network
$306,327
$217
$906
$16,294
$17,417
$323,744
5.3%
5.7%
Component % change
0.1%
0.3%
5.3%
5.7%
The increase in organic net revenue was primarily attributable to new client wins and increased spending in the technology and retail sectors, partially offset by lower spending due to budget cuts by large clients in the food and beverage and business services sectors. The increase in net acquisitions (divestitures) was primarily driven by acquisitions and dispositions, including the acquisitions of Epiphany, Movers and Shakers and Left Field Labs, partially offset by the sale of Concentric in the fourth quarter of 2023.
Operating Income
Operating Income for the three months ended September 30, 2024 was $42.3 million, compared to $40.2 million for the three months ended September 30, 2023, representing an increase of $2.0 million, primarily attributable to an increase in Revenue, partially offset by an increase in Cost of services and Office and general expenses.
The increase in Cost of services was primarily attributable to higher billable and staff costs, commensurate with the increase in revenues as well as the inclusion of costs from acquired entities, and an increase in stock-based compensation.
Stock-based compensation increased $4.9 million, primarily due to an increase in the fair value, partially offset by a decrease in the number of shares being expensed.
Adjusted EBITDA increased $1.8 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Revenue
$
172,349
$
164,073
$
8,276
5.0
%
Operating Expenses
Cost of services
105,939
95,709
10,230
10.7
%
Office and general expenses
49,931
51,997
(2,066)
(4.0)
%
Depreciation and amortization
7,295
8,971
(1,676)
(18.7)
%
$
163,165
$
156,677
$
6,488
4.1
%
Operating Income
$
9,184
$
7,396
$
1,788
24.2
%
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Net Revenue
$
156,920
$
153,169
$
3,751
2.4
%
Billable costs
15,429
10,904
4,525
41.5
%
Revenue
172,349
164,073
8,276
5.0
%
Billable costs
15,429
10,904
4,525
41.5
%
Staff costs
98,716
95,488
3,228
3.4
%
Administrative costs
22,600
20,580
2,020
9.8
%
Unbillable and other costs, net
16,498
12,868
3,630
28.2
%
Adjusted EBITDA
19,106
24,233
(5,127)
(21.2)
%
Stock-based compensation
1,500
2,399
(899)
(37.5)
%
Depreciation and amortization
7,295
8,971
(1,676)
(18.7)
%
Deferred acquisition consideration
(6,949)
2,130
(9,079)
NM
Other items, net
8,076
3,337
4,739
NM
Operating Income
$
9,184
$
7,396
$
1,788
24.2
%
Revenue
Revenue for the three months ended September 30, 2024 was $172.3 million, compared to $164.1 million for the three months ended September 30, 2023, an increase of $8.3 million.
The components of the fluctuations in net revenue for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Brand Performance Network
$153,169
$767
$—
$2,984
$3,751
$156,920
1.9%
2.4%
Component % change
0.5%
—%
1.9%
2.4%
The increase in organic net revenue was primarily attributable to new clients and increased spending by existing clients in the business services, retail and consumer products sectors.
Operating Income
Operating Income for the three months ended September 30, 2024 was $9.2 million, compared to $7.4 million for the three months ended September 30, 2023, representing an increase of $1.8 million. The increase in Operating Income was primarily attributable to an increase in Revenue and a decrease in Office and general expenses, partially offset by an increase in Cost of services.
The increase in Cost of services was primarily attributable to higher billable and unbillable costs, commensurate with the increase in revenues.
The decrease in office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense, partially offset by an increase in staff costs due to an increase in salaries.
Deferred acquisition consideration decreased $9.1 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands in the third quarter of 2024.
Adjusted EBITDA decreased $5.1 million, primarily driven by an increase in Revenue, more than offset by an increase in expenses, as discussed above.
Communications Network
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Revenue for the three months ended September 30, 2024 was $136.0 million, compared to $82.5 million for the three months ended September 30, 2023, an increase of $53.5 million.
Net Revenue
The components of the fluctuations in net revenue for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Communications Network
$62,416
$79
$2,970
$20,755
$23,804
$86,220
33.3%
38.1%
Component % change
0.1%
4.8%
33.3%
38.1%
The increase in organic net revenue was primarily attributable to new clients and increased spend in the retail and public affairs sectors as a result of the current political campaign year. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of PROS.
Operating Income
Operating Income for the three months ended September 30, 2024 was $22.0 million, compared to $9.3 million for the three months ended September 30, 2023, representing an increase of $12.8 million. The change in Operating Income was primarily attributable to an increase in Revenue, partially offset by an increase in Costs of services and Office and general expenses.
The increase in Cost of services was primarily attributable to higher billable costs, commensurate with higher revenue.
The increase in Office and general expenses was primarily attributable to an increase in deferred acquisition consideration and staff costs due to the inclusion of costs from acquired entities as well as an increase in salaries and commissions.
Deferred acquisition consideration increased $3.0 million, primarily as a result of an increase in the fair value of a certain brand in the third quarter of 2024.
Adjusted EBITDA increased $16.8 million, primarily driven by an increase in Revenue, partially offset by an increase in billable costs, as discussed above.
All Other
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Revenue
$
13,284
$
12,926
$
358
2.8
%
Operating Expenses
Cost of services
7,485
9,203
(1,718)
(18.7)
%
Office and general expenses
10,343
7,784
2,559
32.9
%
Depreciation and amortization
2,573
2,138
435
20.3
%
$
20,401
$
19,125
$
1,276
6.7
%
Operating Loss
$
(7,117)
$
(6,199)
$
(918)
14.8
%
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Net Revenue
$
13,309
$
12,952
$
357
2.8
%
Billable costs
(25)
(26)
1
(3.8)
%
Revenue
13,284
12,926
358
2.8
%
Billable costs
(25)
(26)
1
(3.8)
%
Staff costs
9,207
10,391
(1,184)
(11.4)
%
Administrative costs
3,978
1,849
2,129
NM
Unbillable and other costs, net
4,574
4,717
(143)
(3.0)
%
Adjusted EBITDA
(4,450)
(4,005)
(445)
11.1
%
Stock-based compensation
379
268
111
41.4
%
Depreciation and amortization
2,573
2,138
435
20.3
%
Deferred acquisition consideration
(383)
(504)
121
(24.0)
%
Other items, net
98
292
(194)
(66.4)
%
Operating Loss
$
(7,117)
$
(6,199)
$
(918)
14.8
%
Revenue
Revenue for the three months ended September 30, 2024 was $13.3 million, compared to $12.9 million for the three months ended September 30, 2023, an increase of $0.4 million.
The components of the fluctuations in net revenue for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
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
(dollars in thousands)
All Other
$12,952
$(253)
$(263)
$873
$357
$13,309
6.7%
2.8%
Component % change
(2.0)%
(2.0)%
6.7%
2.8%
The increase in organic net revenue was primarily attributable to new wins and increased spend in the technology sector.
Operating Loss
Operating Loss for the three months ended September 30, 2024 was $7.1 million, compared to $6.2 million for the three months ended September 30, 2023, representing an increase of $0.9 million. The increase in Operating Loss was primarily attributable to an increase in Office and general expense, partially offset by a decrease in Cost of services.
The decrease in Cost of services was primarily attributable to a decrease in staff costs related to employees of a Brand that was derecognized in the first quarter of 2024.
The increase in Office and general expenses was primarily attributable to a reduction in bonus expenses in 2023 related to cost saving initiatives.
Adjusted EBITDA decreased $0.4 million, primarily driven by an increase in Office and general expenses partially offset by a decrease in Cost of services, as discussed above.
Corporate
The components of operating results for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 were as follows:
Three Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Staff costs
$
13,160
$
10,589
$
2,571
24.3
%
Administrative costs
2,351
1,301
1,050
80.7
%
Adjusted EBITDA
(15,511)
(11,890)
(3,621)
30.5
%
Stock-based compensation
3,201
2,095
1,106
52.8
%
Depreciation and amortization
3,275
2,120
1,155
54.5
%
Other items, net
2,581
811
1,770
NM
Operating Loss
$
(24,568)
$
(16,916)
$
(7,652)
45.2
%
Operating Loss for the three months ended September 30, 2024 was $24.6 million, compared to $16.9 million for the three months ended September 30, 2023, representing an increase of $7.7 million. The increase in Operating Loss was primarily attributable to higher Staff costs and Stock-based compensation.
Staff costs increased $2.6 million, primarily as a result of higher health insurance costs and a reduction in bonus expense in 2023 related to cost savings initiatives.
Stock-based compensation increased $1.1 million, primarily due to an increase in the fair value of awards, partially offset by a decrease in the number of shares being expensed.
NINE MONTHS ENDED SEPTEMBER 30, 2024 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2023
Consolidated Results of Operations
The components of operating results for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
Nine Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Revenue
$
2,052,508
$
1,872,282
$
180,226
9.6
%
Operating Expenses
Cost of services
1,340,456
1,201,309
139,147
11.6
%
Office and general expenses
507,916
481,379
26,537
5.5
%
Depreciation and amortization
112,881
107,795
5,086
4.7
%
Impairment and other losses
1,715
10,562
(8,847)
(83.8)
%
$
1,962,968
$
1,801,045
$
161,923
9.0
%
Operating Income
$
89,540
$
71,237
$
18,303
25.7
%
Nine Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Net Revenue
$
1,667,039
$
1,601,387
$
65,652
4.1
%
Billable costs
385,469
270,895
114,574
42.3
%
Revenue
2,052,508
1,872,282
180,226
9.6
%
Billable costs
385,469
270,895
114,574
42.3
%
Staff costs
1,059,485
1,034,645
24,840
2.4
%
Administrative costs
206,253
196,846
9,407
4.8
%
Unbillable and other costs, net
113,713
104,737
8,976
8.6
%
Adjusted EBITDA
287,588
265,159
22,429
8.5
%
Stock-based compensation
38,926
34,615
4,311
12.5
%
Depreciation and amortization
112,881
107,795
5,086
4.7
%
Deferred acquisition consideration
7,950
10,881
(2,931)
(26.9)
%
Impairment and other losses
1,715
10,562
(8,847)
(83.8)
%
Other items, net
36,576
30,069
6,507
21.6
%
Operating Income (1)
$
89,540
$
71,237
$
18,303
25.7
%
(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.
Revenue
Revenue for the nine months ended September 30, 2024 was $2,052.5 million, compared to $1,872.3 million for the nine months ended September 30, 2023, an increase of $180.2 million.
The components of the fluctuations in net revenue for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
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
(dollars in thousands)
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%
Component % change
0.1%
0.5%
3.5%
4.1%
For the nine months ended September 30, 2024, organic net revenue increased $56.7 million, or 3.5%. The increase was primarily attributable to new wins and increased spending by clients in the retail, and consumer products sectors. This increase was further driven by new wins and increased revenue in the public affairs sector as a result of the current political campaign year. This increase was partially offset by a decrease in client spending due to budget cuts in the business services and financial sectors. The increase in net acquisitions (divestitures) was impacted by acquisitions and dispositions, including the acquisitions of Epiphany, Movers and Shakers and Left Field Labs, partially offset by the sale of Concentric in the fourth quarter of 2023.
The geographic mix in net revenues for the nine months ended September 30, 2024 and 2023 was as follows:
Nine Months Ended September 30,
2024
2023
(dollars in thousands)
United States
$
1,350,022
$
1,290,132
United Kingdom
116,040
114,474
Other
200,977
196,781
Total
$
1,667,039
$
1,601,387
Operating Income
Operating Income for the nine months ended September 30, 2024 was $89.5 million, compared to $71.2 million for the nine months ended September 30, 2023, representing an increase of $18.3 million. The change in Operating Income was primarily attributable to an increase in Revenue and a decrease in Impairment and other losses, partially offset by an increase in Cost of services, Office and general expenses, and Depreciation and amortization.
The increase in Cost of services was primarily attributable to higher billable costs, unbillable costs and staff costs, commensurate with the increase in revenue as well as the inclusion of costs from acquired entities, and higher stock-based compensation.
The increase in Office and general expenses was primarily attributable to an increase in staff costs, commensurate with the increase in revenue as well as the inclusion of costs from acquired entities, partially offset by a decrease in deferred acquisition consideration.
Stock-based compensation increased $4.3 million, primarily due to an increase in the fair value and number of awards, partially offset by the reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not probable of being met.
Deferred acquisition consideration decreased $2.9 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands and the earn out period of certain brands ending in the second quarter of 2024, partially offset by acquisitions occurred in the fourth quarter of 2023 and the increase in the fair value of certain obligations.
Depreciation and amortization increased $5.1 million, primarily attributable to the acceleration of amortization of certain tradenames during the nine months ended September 30, 2024 as the Company ceased use of certain Brand names.
Impairment and other losses for the nine months ended September 30, 2024 was $1.7 million. This was attributable to a charge to reduce the carrying value of right-of-use lease assets and related leasehold improvements within the Integrated Agencies Network and Corporate. Impairment and other losses for the nine months ended September 30, 2023 was $10.6 million, primarily related to the impairment of right-of-use lease assets totaling $6.1 million and the associated leasehold improvements totaling $3.1 million.
Interest Expense, Net
Interest expense, net for the nine months ended September 30, 2024 was $68.3 million, compared to $67.8 million for the nine months ended September 30, 2023, an increase of $0.5 million, primarily attributable to higher levels of debt outstanding under the Credit Agreement (as discussed in Note 8 of the Notes to the Unaudited Consolidated Financial Statements included herein), and a higher interest rate on amounts outstanding under the Credit Agreement.
Foreign Exchange, Net
The foreign exchange loss for the nine months ended September 30, 2024 was $2.3 million, compared to a loss of $2.3 million for the nine months ended September 30, 2023, primarily attributable to the movement in the British Pound.
Other, Net
Other, net for the nine months ended September 30, 2024 was an expense of $0.8 million, compared to an expense of $0.5 million for the nine months ended September 30, 2023.
Income Tax Expense
The Company had an income tax expense for the nine months ended September 30, 2024 of $9.4 million (on a pre-tax income of $18.1 million resulting in an effective tax rate of 52.1%), compared to income tax expense of $5.0 million (on pre-tax income of $0.7 million resulting in an effective tax rate of 687.3%) for the nine months ended September 30, 2023.
The difference in the effective tax rate of 52.1% in the nine months ended September 30, 2024, compared to 687.3% in the nine months ended September 30, 2023, is primarily due to the small pre-tax income in 2023 as compared to 2024 as well as an increase in the tax benefit of the disregarded entity structure and a reduction in tax expense for uncertain tax positions, partially offset by an increase in current losses subject to valuation allowance, a reduction in tax benefits for share based compensation, and a reduction in tax benefits recognized with respect to lease impairments.
Noncontrolling and Redeemable Noncontrolling Interests
The effect of noncontrolling and redeemable noncontrolling interests for the nine months ended September 30, 2024 was income of $10.2 million, compared to a loss of $3.6 million for the nine months ended September 30, 2023. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.
Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders
As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the nine months ended September 30, 2024 was $1.0 million, compared to net loss of $1.2 million for the nine months ended September 30, 2023.
Diluted EPS and Adjusted Diluted EPS for the nine months ended September 30, 2023 were as follows:
GAAP
Adjustments(1)
Non-GAAP
(amounts in thousands, except per share amounts)
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.
Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2024 was $287.6 million, compared to $265.2 million for the nine months ended September 30, 2023, representing an increase of $22.4 million, primarily driven by an increase in Operating Income, as discussed above.
Integrated Agencies Network
The components of operating results for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 were as follows:
Revenue for the nine months ended September 30, 2024 was $1,127.5 million, compared to $1,064.9 million for the nine months ended September 30, 2023, an increase of $62.6 million.
Net Revenue
The components of the fluctuations in net revenue for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Integrated Agencies Network
$930,660
$200
$2,408
$5,118
$7,726
$938,386
0.5%
0.8%
Component % change
—%
0.3%
0.5%
0.8%
The increase in organic net revenue was primarily attributable to new client wins and higher spend in the technology and retail sectors, partially offset by budget cuts and client losses in the food and beverage, business services, and financial services sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Epiphany, Movers and Shakers, Left Field Labs, PROS and Huskies, Ltd. (“Huskies”), partially offset by the sale of Concentric in the fourth quarter of 2023.
Operating Income
Operating Income for the nine months ended September 30, 2024 was $101.7 million, compared to $100.9 million for the nine months ended September 30, 2023, representing an increase of $0.9 million. The increase in Operating Income was primarily attributable to an increase in Revenue and a decrease in Impairment and other losses and Depreciation and amortization, partially offset by an increase in Cost of services and Office and general expenses.
The increase in Cost of sales was primarily attributable to higher billable costs, commensurate with the increase in revenue as well as the inclusion of costs from acquired entities, and higher stock-based compensation.
The increase in Office and general expenses was primarily attributable to the inclusion of costs from acquired entities, partially offset by a decrease in deferred acquisition consideration.
Stock-based compensation increased $9.7 million, primarily due to an increase in the fair value and number of awards.
Deferred acquisition consideration decreased $2.4 million, primarily attributable to the earn out period of certain brands ending in the second quarter of 2024, partially offset by acquisitions occurring in the third and fourth quarter of 2023 and first quarter of 2024.
Impairment and other losses for the nine months ended September 30, 2024 was $1.5 million. This was attributable to a charge to reduce the carrying value of a right-of-use lease asset and related leasehold improvements. Impairment and other losses for the nine months ended September 30, 2023 was $10.6 million, primarily related to right-of-use lease assets totaling $6.1 million and the associated leasehold improvements totaling $3.1 million.
Depreciation and amortization decreased $3.5 million, primarily attributable to the acceleration of amortization of a tradename in the third quarter of 2023. As a result, amortization expense of $3.1 million was recorded in the three months ended September 30, 2023, representing the remaining amortization expense associated with this tradename.
Adjusted EBITDA decreased $5.1 million, primarily driven by an increase in Revenue, more than offset by an increase in billable costs, as discussed above.
Brand Performance Network
The components of operating results for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
Revenue for the nine months ended September 30, 2024 was $563.6 million, compared to $542.7 million for the nine months ended September 30, 2023, an increase of $20.8 million.
Net Revenue
The components of the fluctuations in net revenue for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Brand Performance Network
$459,291
$2,145
$2,252
$12,902
$17,299
$476,590
2.8%
3.8%
Component % change
0.5%
0.5%
2.8%
3.8%
The increase in organic net revenue was primarily attributable to new clients and increased spending by existing clients in the consumer products and food and beverage sectors. The increase in net acquisitions (divestitures) was driven by the acquisition of Huskies.
Operating Income
Operating Income for the nine months ended September 30, 2024 was $22.9 million, compared to $29.1 million for the nine months ended September 30, 2023 representing a decrease of $6.2 million, primarily attributable to an increase in Cost of services and Office and general expenses, partially offset by an increase in Revenue.
The increase in Cost of services was primarily attributable to higher unbillable costs, commensurate with the increase in revenue, and an increase in staff costs, primarily due to a reduction in bonus expense in 2023 related to cost savings initiatives.
The increase in Office and general expenses was primarily attributable to an increase in severance expenses and reduction in bonus expense in 2023 related to cost savings initiatives, partially offset by a decrease in deferred acquisition consideration.
Deferred acquisition consideration decreased $7.6 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.
Adjusted EBITDA decreased $3.4 million, primarily driven by an increase in Revenue, more than offset by an increase in expenses, as discussed above.
The components of operating results for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
Nine Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Revenue
$
335,296
$
230,261
$
105,035
45.6
%
Operating Expenses
Cost of services
211,964
149,873
62,091
41.4
%
Office and general expenses
61,589
51,551
10,038
19.5
%
Depreciation and amortization
9,007
8,216
791
9.6
%
$
282,560
$
209,640
$
72,920
34.8
%
Operating Income
$
52,736
$
20,621
$
32,115
NM
Nine Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Net Revenue
$
226,101
$
177,032
$
49,069
27.7
%
Billable costs
109,195
53,229
55,966
NM
Revenue
335,296
230,261
105,035
45.6
%
Billable costs
109,195
53,229
55,966
NM
Staff costs
123,039
115,846
7,193
6.2
%
Administrative costs
26,117
25,096
1,021
4.1
%
Unbillable and other costs, net
1,270
336
934
NM
Adjusted EBITDA
75,675
35,754
39,921
NM
Stock-based compensation
2,731
2,177
554
25.4
%
Depreciation and amortization
9,007
8,216
791
9.6
%
Deferred acquisition consideration
9,097
3,403
5,694
NM
Other items, net
2,104
1,337
767
57.4
%
Operating Income
$
52,736
$
20,621
$
32,115
NM
Revenue
Revenue for the nine months ended September 30, 2024 was $335.3 million, compared to $230.3 million for the nine months ended September 30, 2023, an increase of $105.0 million.
The components of the fluctuations in net revenue for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
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
(dollars in thousands)
Communications Network
$177,032
$(70)
$6,421
$42,718
$49,069
$226,101
24.1%
27.7%
Component % change
—%
3.6%
24.1%
27.7%
The increase in organic net revenue was primarily attributable to new clients and increased spend in the retail and public affairs sectors as a result of the current political campaign year. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of PROS.
Operating Income
Operating Income for the nine months ended September 30, 2024 was $52.7 million, compared to $20.6 million for the nine months ended September 30, 2023, representing an increase of $32.1 million. The change in Operating Income was primarily attributable to an increase in Revenue, partially offset by an increase in Cost of services and Office and general expenses.
The increase in Cost of services was primarily attributable to an increase in billable costs, commensurate with higher revenue.
The increase in Office and general expenses was primarily attributable to an increase in deferred acquisition consideration.
Deferred acquisition consideration increased $5.7 million, primarily attributable to an increase in the fair value of certain obligations.
Adjusted EBITDA increased $39.9 million, primarily driven by an increase in Revenue, partially offset by an increase in billable costs, as discussed above.
All Other
The components of operating results for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
(1)All Other Revenue and Administrative costs include approximately $8 million and $6 million of eliminations of intercompany services for the nine months ended September 30, 2024 and 2023, respectively.
Revenue
Revenue for the nine months ended September 30, 2024 was $26.1 million, compared to $34.4 million for the nine months ended September 30, 2023, a decrease of $8.2 million.
The components of the fluctuations in net revenue for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
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
(dollars in thousands)
All Other
$34,404
$(822)
$(3,559)
$(4,061)
$(8,442)
$25,962
(11.8)%
(24.5)%
Component % change
(2.4)%
(10.3)%
(11.8)%
(24.5)%
The decrease in organic net revenue was primarily attributable to budget cuts and client losses from clients in the food and beverage, travel and transportation, consumer products, healthcare, and financial services sectors. The decrease in net acquisitions (divestitures) was driven by the derecognition of certain noncontrolling interest in the first quarter of 2024.
Operating Loss
Operating Loss for the nine months ended September 30, 2024 was $22.6 million, compared to $16.1 million for the nine months ended September 30, 2023, representing an increase of $6.5 million. The increase in Operating Loss was primarily attributable to a decrease in Revenue and an increase in Office and general expenses and Depreciation and amortization, partially offset by a decrease in Cost of services.
The decrease in Cost of Services was primarily attributable to lower unbillable costs, commensurate with lower revenue and a lower staff costs primarily related to employees of a Brand that was derecognized in the first quarter of 2024.
The increase in Office and general expenses was primarily attributable to increase in deferred acquisition consideration.
Depreciation and amortization increased $3.8 million, primarily attributable to the acceleration of amortization of certain tradenames. As a result, amortization expense of $2.8 million was recorded in the nine months ended September 30, 2024, representing the remaining amortization expense associated with these tradenames.
Deferred acquisition consideration increased $1.4 million, primarily due to a decrease in the fair value of a certain Brand during 2023.
Adjusted EBITDA decreased $1.4 million, primarily driven by a decrease in Revenue, offset by a decrease in expenses, as discussed above.
Corporate
The components of operating results for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 were as follows:
Nine Months Ended September 30,
2024
2023
Change
(dollars in thousands)
$
%
Staff costs
$
35,421
$
25,850
$
9,571
37.0
%
Administrative costs
11,396
13,343
(1,947)
(14.6)
%
Adjusted EBITDA
(46,817)
(39,193)
(7,624)
19.5
%
Stock-based compensation
5,308
12,701
(7,393)
(58.2)
%
Depreciation and amortization
8,681
5,990
2,691
44.9
%
Impairment and other losses
215
—
215
100.0
%
Other items, net
4,203
5,338
(1,135)
(21.3)
%
Operating Loss
$
(65,224)
$
(63,222)
$
(2,002)
3.2
%
Operating Loss for the nine months ended September 30, 2024 was $65.2 million, compared to $63.2 million for the nine months ended September 30, 2023, representing an increase of $2.0 million. The increase in Operating Loss was primarily attributable to an increase in Staff costs, partially offset by a decrease in Stock-based compensation.
Staff costs increased $9.6 million, primarily as a result of higher health insurance costs and a reduction in bonus expense in 2023 related to cost savings initiatives.
Stock-based compensation expense decreased $7.4 million, primarily due to the reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not probable of being met.
Liquidity and Capital Resources:
The following table provides summary information about the Company’s liquidity position:
Nine Months Ended September 30,
2024
2023
(dollars in thousands)
Net cash used in operating activities
$
(69,230)
$
(127,542)
Net cash used in investing activities
(66,485)
(44,848)
Net cash provided by financing activities
159,131
51,688
The Company had cash and cash equivalents of $145.8 million and $119.7 million as of September 30, 2024 and December 31, 2023, respectively. The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under the Credit Agreement, and other initiatives, such as obtaining additional debt and equity financing. The Credit Agreement provides revolving commitments of up to $640.0 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million. As of September 30, 2024, the Company had $375.0 million of borrowings outstanding and $15.5 million of issued and undrawn letters of credit resulting in $249.5 million unused amount under the Credit Agreement.
The Company transfers certain of its trade receivable assets to third parties under certain agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer.
The trade receivables transferred to the third parties were $224.8 million and $173.1 million for the nine months ended September 30, 2024 and 2023, respectively. The amount collected and due to the third parties under these arrangements was $14.5 million as of September 30, 2024 and $1.8 million as of December 31, 2023. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.0 million and $3.0 million for the three and nine months ended September 30, 2024, respectively, and $1.0 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.
The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. See Note 1 for information regarding the Board’s authorization to extend and increase the size of share repurchases under the Repurchase Program.
During the nine months ended September 30, 2024, 13.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.29 per share, for an aggregate value, excluding fees, of $86.7 million. The repurchased shares included 4 million shares of Class A Common Stock repurchased from certain affiliates of The Goldman Sachs Group, Inc. at a price of $6.34 per share, for an aggregate purchase price of $25.4 million.
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $51.8 million as of September 30, 2024.
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes (as defined in Note 8 of the Notes included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our Tax Receivables Agreement with Stagwell Media LP and OpCo (“TRA”) (see Note 14 of the Notes included herein for additional details). The amount and timing of payments are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (each as defined in Note 11 of the Notes included herein) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to the Company making payments under the TRA. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make payments will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.
Cash flows used in operating activities for the nine months ended September 30, 2024 were $69.2 million, primarily driven by unfavorable working capital requirements, including the timing of media supplier payments, partially offset by earnings.
Cash flows used in operating activities for the nine months ended September 30, 2023 were $127.5 million, primarily driven by unfavorable working capital requirements, including the timing of media supplier payments, partially offset by earnings.
Investing Activities
Cash flows used in investing activities were $66.5 million for the nine months ended September 30, 2024, primarily driven by $19.3 million in capitalized software spend, $16.7 million in capital expenditures, and $23.8 million for acquisitions, net of cash acquired.
Cash flows used in investing activities were $44.8 million for the nine months ended September 30, 2023, primarily driven by $19.0 million in capitalized software spend, $12.2 million in capital expenditures, and $6.7 million in acquisitions, net of cash acquired.
Financing Activities
During the nine months ended September 30, 2024, cash flows provided by financing activities were $159.1 million, primarily driven by $316.0 million in net borrowings under the Credit Agreement, partially offset by shares repurchased and cancelled of $101.2 million, payments of deferred consideration of $28.7 million, and distributions to noncontrolling interests of $23.6 million.
During the nine months ended September 30, 2023, cash flows provided by financing activities were $51.7 million, primarily driven by $312.0 million in net borrowings under the Credit Agreement, shares repurchased and cancelled of $204.0 million, payments of deferred consideration of $31.7 million, and distributions to noncontrolling interests of $24.5 million.
Total Debt
Debt, net of debt issuance costs, as of September 30, 2024, was $1,463.9 million, compared to $1,145.8 million outstanding as of December 31, 2023. See Note 8 to the Unaudited Consolidated Financial Statements included herein for information regarding the Company’s 5.625% Notes, and the Credit Agreement, which provides for a $640.0 million senior secured revolving credit facility maturing on August 3, 2026.
The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.
If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example, through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.
Pursuant to the Credit Agreement, the Company must maintain a Total Leverage Ratio (as defined in the Credit Agreement) below an established threshold. For the period ended September 30, 2024, the Company’s calculation of this ratio, and the maximum permitted under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:
September 30, 2024
Total Leverage Ratio
3.54
Maximum per covenant
4.25
These ratios and measures are not based on GAAP and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.
The Company’s Brands enter into contractual commitments with media providers and agreements with production companies on behalf of its clients at levels that exceed the revenue from services. Some of our Brands purchase media for clients and act as an agent for a disclosed principal. These commitments are included in Accounts payable and Accrued media when the media services are delivered by the media providers. Stagwell takes precautions against default on payment for these services including the procurement of credit insurance and has historically had a very low incidence of default. Stagwell is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.
Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments. See Note 6 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.
When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity. See Note 9 of the Notes included herein for additional information regarding noncontrolling interests and redeemable noncontrolling interests.
Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell its interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution.
The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the Credit Agreement (or any refinancings thereof), and, if necessary, through the incurrence of additional debt and/or issuance of additional equity. The ultimate amount payable in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.
Critical Accounting Estimates
See Note 2 of the Company’s 2023 Form 10-K for information regarding the Company’s critical accounting estimates.
Website Access to Company Reports and Information
Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including X (formerly Twitter) (@stagwell), Instagram (@stagwellglobal) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the inclusion of the Company’s website addresses and social media channels are inactive textual references only.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, the Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.
Debt Instruments: As of September 30, 2024, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and the 5.625% Notes. The Credit Agreement bears interest at variable rates based upon SOFR, EURIBOR, and SONIA depending on the duration of the borrowing product. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication.
With regard to our variable rate debt, a 10% increase or decrease in interest rates would change our annual interest expense by $2.8 million.
Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its
non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2023 Form 10-K. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This reduces the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net income (loss). From time to time, the Company may enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
Impairment Risk: For the nine months ended September 30, 2024, the Company recorded an impairment charge of $1.7 million to reduce the carrying value of its right-of-use lease assets and related leasehold improvements. See Note 7 of the Notes included herein for additional information.
See the Significant Accounting Policies section in the “Notes to Audited Consolidated Financial Statements” of the Company’s 2023 Form 10-K for information related to impairment testing for Goodwill, Right-of-use lease assets and long-lived assets and the risk of potential impairment charges in future periods. See the Critical Accounting Estimates section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s 2023 Form 10-K for information related to the risk of potential impairment charges in future periods.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, CFO, and management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d- 15(b) of the Exchange Act. Based on that evaluation, and in light of the material weaknesses identified in our internal control over financial reporting as disclosed in our Form 10-K for the fiscal year ended December 31, 2023, our CEO and CFO concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective.
Material Weakness Remediation Plan and Status
The Company, under the leadership of our CEO and CFO, has continued progressing with our previously disclosed plan to remediate the material weaknesses in our internal control over financial reporting.
•We enhanced communications between management and the Audit Committee of the Board of Directors (the “Audit Committee”) for increased oversight by formally reporting specific progress against the remediation plan to the Audit Committee each quarter.
•In the prior year, we designed and implemented controls over our risk assessment process that included detailed qualitative and quantitative factors to identify and assess risks and implement or modify controls in response to those risks. In the current year, we further enhanced our risk assessment processes to identify potential risks in ongoing control performance at both the agency and consolidated Company level.
•We improved existing controls across business processes covering significant accounts, including controls over the review of journal entries and account reconciliations, resolved segregation of duties conflicts, and increased and realigned personnel with appropriate levels of accounting knowledge, experience, and training in finance and accounting functions.
•During the third quarter of 2024, we completed staffing our new compliance function, whose objective is to provide continuous monitoring and improvement of internal controls at our agencies.
Management is in the process of testing the operating effectiveness of our internal control over financial reporting. We will consider our previously identified material weaknesses to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through such testing, that these controls are operating effectively.
In addition, as we continue to monitor the effectiveness of our internal control over financial reporting, we may perform additional internal control changes as necessary.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we are involved in various legal proceedings. We do not currently expect that these proceedings will have a material adverse effect on our results of operations, cash flows or financial position.
Item 1A. Risk Factors
There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” of our 2023 Form 10-K. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject to include the factors listed under note about “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
In the three months ended September 30, 2024, the Company granted 88,608 restricted stock units underlying shares of Class A Common Stock as inducement for employment. We also issued 135,010 shares of Class A Common Stock as purchase consideration in connection with an acquisition. These transactions were exempt from registration under Section 4(a)(2) of the Securities Act. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
On November 6, 2024, the Board authorized an extension and a $125.0 million increase in the size of our previously approved stock repurchase program (the “Repurchase Program”). Under the Repurchase Program, as amended, we may purchase up to an aggregate of $375.0 million 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 November 6, 2027.
Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 8 of the Notes included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.
The following table details our monthly shares repurchased during the third quarter of 2024 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Program (2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2) (3)
7/1/2024 - 7/31/2024
831,595
$
6.78
729,341
$
59,784,099
8/1/2024 - 8/31/2024
920,785
$
6.33
844,867
$
54,417,148
9/1/2024 - 9/30/2024
384,266
$
6.87
384,266
$
51,770,499
Total
2,136,646
$
6.60
1,958,474
$
51,770,499
(1) Includes information for all shares repurchased by the Company, including shares repurchased as part of the Company’s publicly announced Repurchase Program, and 178,172 shares to settle employee tax withholding obligations related to the vesting of restricted stock awards and restricted stock units.
(2) Only includes information for shares repurchased as part of the Company’s publicly announced Repurchase Program.
(3) Does not include $125.0 million increase authorized on November 6, 2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarterly period covered by this Form 10-Q, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).
Item 6. Exhibits
The exhibits required by this item are listed on the Exhibit Index.
Second Amended and Restated Certificate of Incorporation of Stagwell Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 9, 2023).
Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101
Interactive Data File, for the period ended September 30, 2024. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STAGWELL INC.
/s/ Mark Penn
Mark Penn
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
