STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Q2 YoY Revenue Growth of 5%, Q2 YoY Net Revenue Growth of 8%

Q2 YoY Net Revenue Growth excluding Advocacy of 10%, Digital Transformation Net Revenue ex. Advocacy Growth of 12%

Q2 Net Loss Attributable to Stagwell Inc. Common Shareholders of $5 million; Q2 Adjusted EBITDA of $93 million; Q2 Adjusted EBITDA ex. Advocacy YoY Growth of 23% to $80 million

Q2 EPS of $(0.02); Adjusted EPS of $0.17

YTD Increase in Cash Flow from Operations of $122 million Over Prior Year Period

Net New Business of $117 million in Q2; LTM Net New Business of $451 million

Reiterate Guidance for 2025 of Total Net Revenue Growth of ~8%; Adjusted EBITDA of $410 million to $460 million; Free Cash Flow Conversion in excess of 45%

NEW YORK, July 31, 2025 /PRNewswire/ -- (NASDAQ: STGW) - Stagwell Inc. ("Stagwell") today announced financial results for the three and six months ended June 30, 2025.

SECOND QUARTER RESULTS:

--  Q2 Revenue of $707 million, an increase of 5% versus the prior year period; YTD Revenue of $1,359 million, an increase of 1% versus the prior year period;
--  Q2 Revenue ex. Advocacy of $651 million, an increase of 9% versus the prior year period; YTD Revenue ex. Advocacy of $1,261 million, an increase of 5% versus the prior year period;
--  Q2 Net Revenue of $598 million, an increase of 8% versus the prior year period; YTD Net Revenue of $1,162 million, an increase of 7% versus the prior year period;
--  Q2 Net Revenue ex. Advocacy of $560 million, an increase of 10% versus the prior year period; YTD Net Revenue of $1,095 million, an increase of 10% versus the prior year period;
--  Q2 Net Loss attributable to Stagwell Inc. Common Shareholders of $5 million versus $3 million in the prior year period; YTD Net Loss attributable to Stagwell Inc. Common Shareholders of $8 million versus $4 million in the prior year period;
--  Q2 Adjusted EBITDA of $93 million, an increase of 8% versus the prior year period; YTD Adjusted EBITDA of $173 million, a decrease of 2% versus the prior year period;
--  Q2 Adjusted EBITDA Margin of 16% on net revenue; YTD Adjusted EBITDA Margin of 15% on net revenue;
--  Q2 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $(0.02) versus $(0.03) in the prior year period; YTD Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $(0.06) versus $(0.04) in the prior year period;
--  Q2 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.17 versus $0.14 in the prior year period; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.29 versus $0.30 in the prior year period;
--  YTD Net Cash provided by Operating Activities of $55 million versus net cash used in Operating Activities of $68 million in the prior year period;
--  Net new business of $117 million in the second quarter, last twelve-month net new business of $451 million

See "Non-GAAP Financial Measures" below for explanations and reconciliations of the Company's non-GAAP financial measures.

Mark Penn, Chairman and CEO of Stagwell, said, "With 10% ex advocacy net revenue growth, Stagwell is taking share and building momentum across all key metrics this quarter. In Q2, we posted net new business of $117 million, strong performance at our Digital Transformation businesses, 26% growth among our Top 25 customers, and our first major Government win. Stagwell's differentiated approach is resonating."

Ryan Greene, Chief Financial Officer, commented: "I am proud to take on the role of Chief Financial Officer at Stagwell. The second quarter has seen us deliver strong results, hitting $93 million in Adjusted EBITDA, which includes a 23% increase in ex-advocacy EBITDA. Importantly, we have made significant progress on two key initiatives: improving our year-to-date cash flow from operations by $122 million versus the same period last year, and taking actions amounting to $20 million in annualized cost savings, putting us firmly ahead of schedule to deliver the $80 to $100 million in cost savings by the end of 2026 that we promised at our Investor Day in April."

Financial Outlook

2025 financial guidance is reiterated as follows:

--  Total Net Revenue growth of approximately 8%
--  Adjusted EBITDA of $410 million to $460 million
--  Free Cash Flow Conversion in excess of 45%
--  Adjusted EPS of $0.75 - $0.88
--  Guidance includes anticipated impact from acquisitions or dispositions.

 * The Company has excluded a quantitative reconciliation with respect to the Company's 2025 guidance under the "unreasonable efforts" exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information.

Video Webcast

Management will host a video webcast on Thursday, July 31, 2025, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and six months ended June 30, 2025. The video webcast will be accessible at https://edge.media-server.com/mmc/p/fwa9mu68/. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.

A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.

Stagwell Inc.

Stagwell is the challenger network built to transform marketing. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 45+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.

Contacts

For Investors:
Ben Allanson
IR@stagwellglobal.com

For Press:
Beth Sidhu
PR@stagwellglobal.com

Non-GAAP Financial Measures

In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:

(1) Organic Net Revenue: "Organic net revenue growth" and "Organic net revenue decline" reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company's reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity's prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity's prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity's prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity's prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company's reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.

(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.

(3) Adjusted EBITDA: defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items.

(4) Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income attributable to Class C shareholders, excluding amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, divided by (ii) (a) the per weighted average number of common shares outstanding plus (b) the weighted average number of Class C shares outstanding, (if dilutive). Other items includes restructuring costs, acquisition-related expenses, and non-recurring items, and subject to the anti-dilution rules.

(5) Free Cash Flow: defined as Adjusted EBITDA less capital expenditures, change in net working capital, cash taxes, interest, and distributions to minority interests, but excludes contingent M&A payments. Free Cash Flow Conversion is the percentage of adjusted EBITDA.

Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company's representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company's beliefs and expectations, future financial performance, growth, and future prospects, the Company's strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as "ability," "aim," "anticipate," "assume," "believe," "build," "consider," "continue," "could," "develop," "drive," "estimate," "expect," "focus," "forecast," "future," "guidance," "intend," "likely," "maintain," "may," "ongoing,", "outlook," "plan," "possible," "potential," "probable," "project," "seek," "should," "target," "will," "would" or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.

Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company's control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

--  risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariff and other trade policies, inflation and other macroeconomic factors 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 and complete acquisitions or other strategic transactions that complement and expand the Company's business capabilities and successfully integrate newly acquired businesses into the Company's operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;
--  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 recent or future changes in tax laws, potential changes 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 business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material "emigration tax");
--  the Company's ability to 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 economic and geopolitical tensions (such as the ongoing military conflicts between Russia and Ukraine and in the Middle East), terrorist activities, natural disasters, public health events and tariff and trade policies;
--  stock price volatility; and
--  foreign currency fluctuations.

Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2024 Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 11, 2025, and accessible on the SEC's website at www.sec.gov, under the caption "Risk Factors," and in the Company's other SEC filings.

                                                                                      
          
            SCHEDULE 1


                                                                                     
          
            STAGWELL INC.


                                                                    
          
            UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                          
          (amounts in thousands, except per share amounts)




                                                                                                                                                              Three Months Ended                    Six Months Ended
                                                                                                                                                  June 30,                     June 30,


                                                                                                                                                2025            2024               2025        2024



 Revenue                                                                                                                                   $706,818        $671,168         $1,358,558  $1,341,227



 Operating Expenses



 Cost of services                                                                                                                           459,216         438,912            871,303     883,438



 Office and general expenses                                                                                                                183,061         168,133            362,423     331,476



 Depreciation and amortization                                                                                                               41,369          42,001             83,375      76,837



 Impairment and other losses                                                                                                                      -            215                         1,715


                                                                                                                                             683,646         649,261          1,317,101   1,293,466



 Operating Income                                                                                                                            23,172          21,907             41,457      47,761



 Other income (expenses):



 Interest expense, net                                                                                                                     (23,455)       (23,533)          (46,811)   (44,498)



 Foreign exchange, net                                                                                                                      (1,338)        (1,355)             (118)    (3,613)



 Other, net                                                                                                                                   (360)            193              (111)    (1,074)


                                                                                                                                            (25,153)       (24,695)          (47,040)   (49,185)



 Loss before income taxes and equity in earnings of non-consolidated affiliates                                                             (1,981)        (2,788)           (5,583)    (1,424)



 Income tax expense                                                                                                                           2,673           1,165              4,395       3,750



 Loss before equity in earnings of non-consolidated affiliates                                                                              (4,654)        (3,953)           (9,978)    (5,174)



 Equity in income (loss) of non-consolidated affiliates                                                                                          20             (1)                19         507



 Net loss                                                                                                                                   (4,634)        (3,954)           (9,959)    (4,667)



 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests                                                     (627)            989              1,781         420



 Net loss attributable to Stagwell Inc. common shareholders                                                                                $(5,261)       $(2,965)          $(8,178)   $(4,247)



 Loss Per Common Share:



    Basic                                                                                                                                   $(0.02)        $(0.03)           $(0.04)    $(0.04)



    Diluted                                                                                                                                 $(0.02)        $(0.03)           $(0.06)    $(0.04)



 Weighted Average Number of Common Shares Outstanding:



    Basic                                                                                                                                   260,774         113,484            186,843     113,059



    Diluted                                                                                                                                 260,774         113,484            265,600     113,059



                                                   
        
            SCHEDULE 2


                                                 
        
            STAGWELL INC.


                                       
       
         UNAUDITED COMPONENTS OF NET REVENUE CHANGE


                                                   
        (amounts in thousands)




                                                                         Net Revenue -Components of Change                                                          Change


                                  Three Months             Foreign                   Net                   Organic (1)    Total Change            Three      Organic       Total
                              Ended June             Currency              Acquisitions                                                      Months
                                      30, 2024                             (Divestitures)                                                  Ended June
                                                                                                                                             30, 2025





 Integrated Agencies Network         $321,870                 $744                  $9,037                       $13,237          $23,018          $344,888         4.1 %       7.2 %



 Brand Performance Network            157,108                2,289                     142                       (4,671)         (2,240)          154,868       (3.0) %     (1.4) %



 Communications Network                72,393                  144                  10,855                       (9,050)           1,949            74,342      (12.5) %       2.7 %



 All Other                              3,021                   74                  17,118                         3,818           21,010            24,031       126.4 %     695.5 %


                                      $554,392               $3,251                 $37,152                        $3,334          $43,737          $598,129         0.6 %       7.9 %




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Organic Net Revenue.

                                                  
          
            SCHEDULE 3


                                                
          
            STAGWELL INC.


                                         
    
           UNAUDITED COMPONENTS OF NET REVENUE CHANGE


                                                  
          (amounts in thousands)




                                                                       Net Revenue -Components of Change                                                             Change


                                   Six Months            Foreign                   Net                   Organic (1)    Total Change          Six Months      Organic       Total
                              Ended June           Currency              Acquisitions                                                    Ended June
                                     30, 2024                            (Divestitures)                                                         30, 2025





 Integrated Agencies Network        $614,642              $(198)                $13,580                       $42,658          $56,040             $670,682         6.9 %       9.1 %



 Brand Performance Network           319,670               1,011                     142                      (19,097)        (17,944)             301,726       (6.0) %     (5.6) %



 Communications Network              139,881                 101                  25,203                      (23,845)           1,459              141,340      (17.0) %       1.0 %



 All Other                            12,653                (80)                 29,764                         6,231           35,915               48,568        49.2 %     283.8 %


                                   $1,086,846                $834                 $68,689                        $5,947          $75,470           $1,162,316         0.5 %       6.9 %




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Organic Net Revenue.

                                                                             
   
            SCHEDULE 4


                                                                           
   
            STAGWELL INC.


                                                                
          
     UNAUDITED SEGMENT OPERATING RESULTS


                                                                             
   (amounts in thousands)



 
            For the Three Months Ended June 30, 2025




                                                                  Integrated                        Brand                    Communications   All Other        Corporate     Total
                                                        Agencies                     Performance                     Network
                                                        Network                        Network



 Net Revenue                                                       $344,888                      $154,868                            $74,342      $24,031 
 $             -  $598,129



 Billable costs                                                      61,302                        15,231                             31,786          370                     108,689



 Revenue                                                            406,190                       170,099                            106,128       24,401                     706,818





 Billable costs                                                      61,302                        15,231                             31,786          370                     108,689



 Staff costs                                                        205,975                       100,260                             44,812       17,245            12,978    381,270



 Administrative costs                                                34,094                        25,584                              9,550        6,978             (332)    75,874



 Unbillable and other costs, net                                     27,309                        13,443                                625        6,753                      48,130



 Adjusted EBITDA (1)                                                 77,510                        15,581                             19,355      (6,945)         (12,646)    92,855





 Stock-based compensation                                            12,288                           809                                739          167             5,951     19,954



 Depreciation and amortization                                       20,102                         8,145                              4,972        4,927             3,223     41,369



 Deferred acquisition consideration                                 (4,292)                        2,812                            (2,376)         636                     (3,220)



 Other items, net (1)                                                 3,311                         3,713                              1,539        1,270             1,747     11,580



 Operating income (loss)                                            $46,101                          $102                            $14,481    $(13,945)        $(23,567)   $23,172




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

                                                                          
   
            SCHEDULE 5


                                                                         
   
            STAGWELL INC.


                                                              
          
     UNAUDITED SEGMENT OPERATING RESULTS


                                                                           
   (amounts in thousands)



 
            For the Six Months Ended June 30, 2025




                                                                Integrated                        Brand                    Communications   All Other        Corporate      Total
                                                      Agencies                     Performance                     Network
                                                      Network                        Network



 Net Revenue                                                     $670,682                      $301,726                           $141,340      $48,568 
 $             - $1,162,316



 Billable costs                                                   112,862                        30,591                             52,416          373                      196,242



 Revenue                                                          783,544                       332,317                            193,756       48,941                    1,358,558





 Billable costs                                                   112,862                        30,591                             52,416          373                      196,242



 Staff costs                                                      405,857                       196,710                             89,389       32,700            24,876     749,532



 Administrative costs                                              65,738                        48,991                             19,724       15,203             1,327     150,983



 Unbillable and other costs, net                                   44,408                        28,901                              1,115       13,940                       88,364



 Adjusted EBITDA (1)                                              154,679                        27,124                             31,112     (13,275)         (26,203)    173,437





 Stock-based compensation                                          16,433                         2,177                              1,432          396            11,059      31,497



 Depreciation and amortization                                     41,466                        15,867                             10,147        9,228             6,667      83,375



 Deferred acquisition consideration                                 1,571                         1,530                            (1,163)       1,499                        3,437



 Other items, net (1)                                               1,065                         7,367                              1,667        1,581             1,991      13,671



 Operating income (loss)                                          $94,144                          $183                            $19,029    $(25,979)        $(45,920)    $41,457




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

                                                                            
   
            SCHEDULE 6


                                                                           
   
            STAGWELL INC.


                                                                
          
     UNAUDITED SEGMENT OPERATING RESULTS


                                                                             
   (amounts in thousands)



 
            For the Three Months Ended June 30, 2024




                                                                  Integrated                        Brand                    Communications   All Other        Corporate     Total
                                                        Agencies                      Performance                    Network
                                                        Network                         Network



 Net Revenue                                                       $321,870                      $157,108                            $72,393       $3,021 
 $             -  $554,392



 Billable costs                                                      63,263                        20,137                             33,177          199                     116,776



 Revenue                                                            385,133                       177,245                            105,570        3,220                     671,168





 Billable costs                                                      63,263                        20,137                             33,177          199                     116,776



 Staff costs                                                        195,193                        99,264                             41,131        7,607            12,154    355,349



 Administrative costs                                                33,902                        24,525                              8,379      (3,740)            6,468     69,534



 Unbillable and other costs, net                                     24,780                        15,613                                710        2,303                      43,406



 Adjusted EBITDA (1)                                                 67,995                        17,706                             22,173      (3,149)         (18,622)    86,103





 Stock-based compensation                                             4,849                         1,445                                827          252           (1,498)     5,875



 Depreciation and amortization                                       19,472                        11,715                              3,090        4,944             2,780     42,001



 Deferred acquisition consideration                                   2,531                         1,272                              3,433                                   7,236



 Impairment and other losses                                              -                                                                                         215        215



 Other items, net (1)                                                 4,029                         3,268                                390          430               752      8,869



 Operating income (loss)                                            $37,114                            $6                            $14,433     $(8,775)        $(20,871)   $21,907




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

                                                                                     
         
            SCHEDULE 7


                                                                                    
         
            STAGWELL INC.


                                                                          
         
           UNAUDITED SEGMENT OPERATING RESULTS


                                                                                      
         (amounts in thousands)



 
            For the Six Months Ended June 30, 2024




                                                               Integrated                 Brand                               Communications   All Other        Corporate      Total
                                                      Agencies              Performance                               Network
                                                      Network                 Network



 Net Revenue                                                    $614,642               $319,670                                      $139,881      $12,653 
 $             - $1,086,846



 Billable costs                                                  123,210                 71,537                                        59,435          199                      254,381



 Revenue                                                         737,852                391,207                                       199,316       12,852                    1,341,227





 Billable costs                                                  123,210                 71,537                                        59,435          199                      254,381



 Staff costs                                                     381,727                197,695                                        80,395       15,428            22,261     697,506



 Administrative costs                                             64,504                 46,596                                        17,083        (531)            9,045     136,697



 Unbillable and other costs, net                                  40,308                 30,179                                           846        4,891                       76,224



 Adjusted EBITDA (1)                                             128,103                 45,200                                        41,557      (7,135)         (31,306)    176,419





 Stock-based compensation                                         14,170                  3,488                                         1,876          350             2,107      21,991



 Depreciation and amortization                                    38,853                 19,229                                         5,984        7,365             5,406      76,837



 Deferred acquisition consideration                                4,576                    495                                         2,319                                    7,390



 Impairment and other losses                                       1,500                                                                                              215       1,715



 Other items, net (1)                                              9,540                  8,287                                           672          604             1,622      20,725



 Operating income (loss)                                         $59,464                $13,701                                       $30,706    $(15,454)        $(40,656)    $47,761




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

                                                                                                       
          
            SCHEDULE 8


                                                                                                     
          
            STAGWELL INC.


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


                                                                                          
          (amounts in thousands, except per share amounts)



 
            For the Three Months Ended June 30, 2025




                                                                                                                                                                                  GAAP Adjustments  Non-GAAP



 Net income (loss) attributable to Stagwell Inc. common shareholders and adjusted net income                                                                                 $(5,261)     $50,331    $45,070





 
            Weighted average number of shares outstanding                                                                                                                   260,774        7,550    268,324



 Diluted EPS and Adjusted Diluted EPS (1)                                                                                                                                     $(0.02)                 $0.17





 
            Adjustments to Net income



 Amortization                                                                                                                                                                             $35,593



 Stock-based compensation                                                                                                                                                                  19,954



 Deferred acquisition consideration                                                                                                                                                       (3,220)



 Other items, net                                                                                                                                                                          11,580


                                                                                                                                                                                            63,907



 Adjusted tax expense                                                                                                                                                                    (13,576)


                                                                                                                                                                                           $50,331




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Adjusted Diluted EPS.

                                                                                                                 
          
            SCHEDULE 9


                                                                                                                
          
            STAGWELL INC.


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


                                                                                                     
          (amounts in thousands, except per share amounts)



 
            For the Six Months Ended June 30, 2025




                                                                                                                                                                                             GAAP Adjustments  Non-GAAP



 Net income (loss) attributable to Stagwell Inc. common shareholders                                                                                                                    $(8,178)     $93,283    $85,105



 Net loss attributable to Class C shareholders                                                                                                                                           (6,637)               (6,637)



 
            Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income                                                                         $(14,815)     $93,283    $78,468





 Weighted average number of common shares outstanding                                                                                                                                    186,843        8,506    195,349



 Weighted average number of shares of Class C Common Stock outstanding                                                                                                                    78,757                 78,757



 
            Weighted average number of shares outstanding                                                                                                                              265,600        8,506    274,106





 Diluted EPS and Adjusted Diluted EPS (1)                                                                                                                                                $(0.06)                 $0.29





 
            Adjustments to Net Income (loss)



 Amortization                                                                                                                                                                                        $68,574



 Stock-based compensation                                                                                                                                                                             31,497



 Deferred acquisition consideration                                                                                                                                                                    3,437



 Other items, net                                                                                                                                                                                     13,671


                                                                                                                                                                                                      117,179



 Adjusted tax expense                                                                                                                                                                               (23,896)


                                                                                                                                                                                                      $93,283




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Adjusted Diluted EPS.

                                                                                                    
          
            SCHEDULE 10


                                                                                                   
          
            STAGWELL INC.


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


                                                                                        
          (amounts in thousands, except per share amounts)



   
            For the Three Months Ended June 30, 2024




                                                                                                                                                                                GAAP Adjustments  Non-GAAP



   Net income (loss) attributable to Stagwell Inc. common shareholders                                                                                                     $(2,965)     $18,935    $15,970



   Net income attributable to Class C shareholders                                                                                                                                       22,828     22,828



   
            Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income                                                                        $(2,965)     $41,763    $38,798





   Weighted average number of common shares outstanding                                                                                                                     113,484        5,281    118,765



   Weighted average number of shares of Class C Common Stock outstanding                                                                                                                151,649    151,649



   
            Weighted average number of shares outstanding                                                                                                               113,484      156,930    270,414





   Diluted EPS and Adjusted Diluted EPS (1)                                                                                                                                 $(0.03)                 $0.14





   
            Adjustments to Net income (loss)



   Amortization                                                                                                                                                                         $35,008



   Impairment and other losses                                                                                                                                                              215



   Stock-based compensation                                                                                                                                                               5,875



   Deferred acquisition consideration                                                                                                                                                     7,236



   Other items, net                                                                                                                                                                       8,869


                                                                                                                                                                                          57,203



   Adjusted tax expense                                                                                                                                                                (12,905)


                                                                                                                                                                                          44,298



   Net loss attributable to Class C shareholders                                                                                                                                        (2,535)


                                                                                                                                                                                         $41,763





   
            
              Allocation of adjustments to Net income (loss)

---


   Net income attributable to Stagwell Inc. common shareholders                                                                                                                         $18,935





   Net income attributable to Class C shareholders                                                                                                                                       25,363



   Net loss attributable to Class C shareholders                                                                                                                                        (2,535)


                                                                                                                                                                                          22,828


                                                                                                                                                                                         $41,763




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Adjusted Diluted EPS.

                                                                                                                 
          
            SCHEDULE 11


                                                                                                                
          
            STAGWELL INC.


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


                                                                                                     
          (amounts in thousands, except per share amounts)



 
            For the Six Months Ended June 30, 2024




                                                                                                                                                                                            GAAP Adjustments  Non-GAAP



 Net income (loss) attributable to Stagwell Inc. common shareholders                                                                                                                   $(4,247)     $38,415    $34,168



 Net income attributable to Class C shareholders                                                                                                                                                     47,382     47,382



 
            Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income                                                                         $(4,247)     $85,797    $81,550





 Weighted average number of common shares outstanding                                                                                                                                   113,059        4,760    117,819



 Weighted average number of shares of Class C Common Stock outstanding                                                                                                                              151,649    151,649



 
            Weighted average number of shares outstanding                                                                                                                             113,059      156,409    269,468





 Diluted EPS and Adjusted Diluted EPS (1)                                                                                                                                               $(0.04)                 $0.30





 
            Adjustments to Net income (loss)



 Amortization                                                                                                                                                                                       $63,211



 Impairment and other losses                                                                                                                                                                          1,715



 Stock-based compensation                                                                                                                                                                            21,991



 Deferred acquisition consideration                                                                                                                                                                   7,390



 Other items, net                                                                                                                                                                                    20,725


                                                                                                                                                                                                     115,032



 Adjusted tax expense                                                                                                                                                                              (25,653)


                                                                                                                                                                                                      89,379



 Net loss attributable to Class C shareholders                                                                                                                                                      (3,582)


                                                                                                                                                                                                     $85,797





 
            Allocation of adjustments to Net income



 Net income attributable to Stagwell Inc. common shareholders                                                                                                                                       $38,415





 Net income attributable to Class C shareholders - add-backs                                                                                                                                         50,964



 Net loss attributable to Class C shareholders                                                                                                                                                      (3,582)


                                                                                                                                                                                                      47,382


                                                                                                                                                                                                     $85,797




 
 (1) See Non-GAAP Financial Measures section above for the definition of
          Adjusted Diluted EPS.

                                                                                                     
   
            SCHEDULE 12


                                                                                                    
   
            STAGWELL INC.


                                                                                           
       
     UNAUDITED CONSOLIDATED BALANCE SHEETS


                                                                                                      
   (amounts in thousands)




                                                                                                                                               June 30, 2025 December 31, 2024





 
            ASSETS



 Current Assets



 Cash and cash equivalents                                                                                                                         $181,309           $131,339



 Accounts receivable, net                                                                                                                           769,291            716,415



 Expenditures billable to clients                                                                                                                   150,234            173,194



 Other current assets                                                                                                                               162,233            114,200



 Total Current Assets                                                                                                                             1,263,067          1,135,148



 Fixed assets, net                                                                                                                                   65,267             72,706



 Right-of-use assets - operating leases                                                                                                             219,717            219,400



 Goodwill                                                                                                                                         1,600,714          1,554,146



 Other intangible assets, net                                                                                                                       866,780            836,783



 Deferred tax assets                                                                                                                                251,622             46,926



 Other assets                                                                                                                                        50,008             43,112



 Total Assets                                                                                                                                    $4,317,175         $3,908,221



 
            LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS ("RNCI"), AND SHAREHOLDERS' EQUITY



 Current Liabilities



 Accounts payable                                                                                                                                  $484,069           $449,347



 Accrued media                                                                                                                                      222,472            245,883



 Accruals and other liabilities                                                                                                                     319,724            265,356



 Advance billings                                                                                                                                   339,623            294,609



 Current portion of lease liabilities - operating leases                                                                                             57,192             60,195



 Current portion of deferred acquisition consideration                                                                                               41,391             51,906



 Total Current Liabilities                                                                                                                        1,464,471          1,367,296



 Long-term debt                                                                                                                                   1,464,242          1,353,624



 Long-term portion of deferred acquisition consideration                                                                                             50,272             50,209



 Long-term lease liabilities - operating leases                                                                                                     231,152            245,397



 Deferred tax liabilities                                                                                                                            49,388             47,239



 Long-term tax receivable agreement ("TRA") liability                                                                                               223,445             25,493



 Other liabilities                                                                                                                                   53,009             33,646



 Total Liabilities                                                                                                                                3,535,979          3,122,904



 Redeemable Noncontrolling Interests                                                                                                                  9,248              8,412



 Commitments, Contingencies and Guarantees



 Shareholders' Equity



 Common shares - Class A                                                                                                                                261                115



 Common shares - Class C                                                                                                                                  -                 2



 Paid-in capital                                                                                                                                    765,898            343,647



 Retained earnings                                                                                                                                    4,923             11,740



 Accumulated other comprehensive loss                                                                                                              (20,936)          (23,773)



 Stagwell Inc. Shareholders' Equity                                                                                                                 750,146            331,731



 Noncontrolling interests                                                                                                                            21,802            445,174



 Total Shareholders' Equity                                                                                                                         771,948            776,905



 Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity                                                                 $4,317,175         $3,908,221

                                                                       
          
            SCHEDULE 13


                                                                      
          
            STAGWELL INC.


                                                            
          
            UNAUDITED SUMMARY CASH FLOW DATA


                                                                        
          (amounts in thousands)




                                                                                                                               Six Months Ended June 30,


                                                                                                                          2025             2024



 Cash flows from operating activities:



 Net loss                                                                                                            $(9,959)        $(4,667)



 Adjustments to reconcile net income to cash provided by (used in) operating activities:



 Stock-based compensation                                                                                              31,497           21,991



 Depreciation and amortization                                                                                         83,375           76,837



 Amortization of right-of-use lease assets and lease liability interest                                                34,075           39,534



 Impairment and other (gains) losses                                                                                  (3,529)           1,715



 Deferred income taxes                                                                                                (1,424)           3,797



 Adjustment to deferred acquisition consideration                                                                       3,437            7,390



 Other, net                                                                                                           (7,517)           3,850



 Changes in working capital:



 Accounts receivable                                                                                                    7,941         (30,157)



 Expenditures billable to clients                                                                                      27,021          (6,516)



 Other assets                                                                                                        (41,375)         (5,776)



 Accounts payable                                                                                                      25,333         (28,576)



 Accrued expenses and other liabilities                                                                              (89,393)       (114,353)



 Advance billings                                                                                                      35,765           12,092



 Current portion of lease liabilities - operating leases                                                             (40,509)        (41,924)



 Deferred acquisition related payments                                                                                      -         (2,855)



 Net cash provided by (used in) operating activities                                                                   54,738         (67,618)



 Cash flows from investing activities:



 Capitalized software                                                                                                (29,241)        (17,076)



 Capital expenditures                                                                                                (11,595)        (13,990)



 Acquisitions, net of cash acquired                                                                                    14,172         (20,350)



 Other                                                                                                                (8,272)           (767)



 Net cash used in investing activities                                                                               (34,936)        (52,183)



 Cash flows from financing activities:



 Repayment of borrowings under revolving credit facility                                                            (925,000)       (761,000)



 Proceeds from borrowings under revolving credit facility                                                           1,038,000        1,036,000



 Shares repurchased and cancelled                                                                                    (67,504)        (86,934)



 Distributions to noncontrolling interests                                                                            (4,761)        (22,483)



 Payment of deferred consideration                                                                                   (16,103)        (23,963)



 Purchase of noncontrolling interest                                                                                        -         (3,316)



 Debt financing and other costs                                                                                       (3,570)



 Net cash provided by financing activities                                                                             21,062          138,304



 Effect of exchange rate changes on cash and cash equivalents                                                           9,106          (2,162)



 Net increase in cash and cash equivalents                                                                             49,970           16,341



 Cash and cash equivalents at beginning of period                                                                     131,339          119,737



 Cash and cash equivalents at end of period                                                                          $181,309         $136,078

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SOURCE Stagwell Inc.