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 $5million; Q2 Adjusted EBITDA of $93million; 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 $117million in Q2; LTM Net New Business of $451million

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%

(NASDAQ: STGW) -Stagwell Inc. (“Stagwell”) today announced financial results for the three and six months ended June 30, 2025.

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SECONDQUARTER 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, July31, 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 1STAGWELL 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 2024Revenue $ 706,818 $ 671,168 $ 1,358,558 $ 1,341,227Operating ExpensesCost of services 459,216 438,912 871,303 883,438Office and general expenses 183,061 168,133 362,423 331,476Depreciation and amortization 41,369 42,001 83,375 76,837Impairment and other losses – 215 – 1,715 683,646 649,261 1,317,101 1,293,466Operating Income 23,172 21,907 41,457 47,761Other 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 3,750Loss 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 507Net loss (4,634) (3,954) (9,959) (4,667)Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (627) 989 1,781 420Net 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 260,774 113,484 186,843 113,059Diluted 260,774 113,484 265,600 113,059
SCHEDULE 2STAGWELL 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, 2025Integrated 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 3STAGWELL 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, 2025Integrated 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 4STAGWELL 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 NetworkNet Revenue $ 344,888 $ 154,868 $ 74,342 $ 24,031 $ – $ 598,129Billable costs 61,302 15,231 31,786 370 – 108,689Revenue 406,190 170,099 106,128 24,401 – 706,818Billable costs 61,302 15,231 31,786 370 – 108,689Staff costs 205,975 100,260 44,812 17,245 12,978 381,270Administrative costs 34,094 25,584 9,550 6,978 (332) 75,874Unbillable and other costs, net 27,309 13,443 625 6,753 – 48,130Adjusted EBITDA (1) 77,510 15,581 19,355 (6,945) (12,646) 92,855Stock-based compensation 12,288 809 739 167 5,951 19,954Depreciation and amortization 20,102 8,145 4,972 4,927 3,223 41,369Deferred 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 11,580Operating 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 5STAGWELL 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 NetworkNet Revenue $ 670,682 $ 301,726 $ 141,340 $ 48,568 $ – $ 1,162,316Billable costs 112,862 30,591 52,416 373 – 196,242Revenue 783,544 332,317 193,756 48,941 – 1,358,558Billable costs 112,862 30,591 52,416 373 – 196,242Staff costs 405,857 196,710 89,389 32,700 24,876 749,532Administrative costs 65,738 48,991 19,724 15,203 1,327 150,983Unbillable and other costs, net 44,408 28,901 1,115 13,940 – 88,364Adjusted EBITDA (1) 154,679 27,124 31,112 (13,275) (26,203) 173,437Stock-based compensation 16,433 2,177 1,432 396 11,059 31,497Depreciation and amortization 41,466 15,867 10,147 9,228 6,667 83,375Deferred acquisition consideration 1,571 1,530 (1,163) 1,499 – 3,437Other items, net (1) 1,065 7,367 1,667 1,581 1,991 13,671Operating 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 6STAGWELL 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 NetworkNet Revenue $ 321,870 $ 157,108 $ 72,393 $ 3,021 $ – $ 554,392Billable costs 63,263 20,137 33,177 199 – 116,776Revenue 385,133 177,245 105,570 3,220 – 671,168Billable costs 63,263 20,137 33,177 199 – 116,776Staff costs 195,193 99,264 41,131 7,607 12,154 355,349Administrative costs 33,902 24,525 8,379 (3,740) 6,468 69,534Unbillable and other costs, net 24,780 15,613 710 2,303 – 43,406Adjusted EBITDA (1) 67,995 17,706 22,173 (3,149) (18,622) 86,103Stock-based compensation 4,849 1,445 827 252 (1,498) 5,875Depreciation and amortization 19,472 11,715 3,090 4,944 2,780 42,001Deferred acquisition consideration 2,531 1,272 3,433 – – 7,236Impairment and other losses – – – – 215 215Other items, net (1) 4,029 3,268 390 430 752 8,869Operating 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 7STAGWELL 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 NetworkNet Revenue $ 614,642 $ 319,670 $ 139,881 $ 12,653 $ – $ 1,086,846Billable costs 123,210 71,537 59,435 199 – 254,381Revenue 737,852 391,207 199,316 12,852 – 1,341,227Billable costs 123,210 71,537 59,435 199 – 254,381Staff costs 381,727 197,695 80,395 15,428 22,261 697,506Administrative costs 64,504 46,596 17,083 (531) 9,045 136,697Unbillable and other costs, net 40,308 30,179 846 4,891 – 76,224Adjusted EBITDA (1) 128,103 45,200 41,557 (7,135) (31,306) 176,419Stock-based compensation 14,170 3,488 1,876 350 2,107 21,991Depreciation and amortization 38,853 19,229 5,984 7,365 5,406 76,837Deferred acquisition consideration 4,576 495 2,319 – – 7,390Impairment and other losses 1,500 – – – 215 1,715Other items, net (1) 9,540 8,287 672 604 1,622 20,725Operating 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 8STAGWELL 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-GAAPNet income (loss) attributable to Stagwell Inc. common shareholders and adjusted net income $ (5,261) $ 50,331 $ 45,070Weighted average number of shares outstanding 260,774 7,550 268,324Diluted EPS and Adjusted Diluted EPS (1) $ (0.02) $ 0.17Adjustments to Net incomeAmortization $ 35,593Stock-based compensation 19,954Deferred acquisition consideration (3,220)Other items, net 11,580 63,907Adjusted tax expense (13,576) $ 50,331
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 9STAGWELL 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-GAAPNet income (loss) attributable to Stagwell Inc. common shareholders $ (8,178) $ 93,283 $ 85,105Net 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 $ 78,468Weighted average number of common shares outstanding 186,843 8,506 195,349Weighted average number of shares of Class C Common Stock outstanding 78,757 – 78,757Weighted average number of shares outstanding 265,600 8,506 274,106Diluted EPS and Adjusted Diluted EPS (1) $ (0.06) $ 0.29Adjustments to Net Income (loss)Amortization $ 68,574Stock-based compensation 31,497Deferred acquisition consideration 3,437Other items, net 13,671 117,179Adjusted tax expense (23,896) $ 93,283
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 10STAGWELL 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-GAAPNet income (loss) attributable to Stagwell Inc. common shareholders $ (2,965) $ 18,935 $ 15,970Net income attributable to Class C shareholders – 22,828 22,828Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income $ (2,965) $ 41,763 $ 38,798Weighted average number of common shares outstanding 113,484 5,281 118,765Weighted average number of shares of Class C Common Stock outstanding – 151,649 151,649Weighted average number of shares outstanding 113,484 156,930 270,414Diluted EPS and Adjusted Diluted EPS (1) $ (0.03) $ 0.14Adjustments to Net income (loss)Amortization $ 35,008Impairment and other losses 215Stock-based compensation 5,875Deferred acquisition consideration 7,236Other items, net 8,869 57,203Adjusted tax expense (12,905) 44,298Net loss attributable to Class C shareholders (2,535) $ 41,763Allocation of adjustments to Net income (loss)Net income attributable to Stagwell Inc. common shareholders $ 18,935Net income attributable to Class C shareholders 25,363Net 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 11STAGWELL 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-GAAPNet income (loss) attributable to Stagwell Inc. common shareholders $ (4,247) $ 38,415 $ 34,168Net income attributable to Class C shareholders – 47,382 47,382Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income $ (4,247) $ 85,797 $ 81,550Weighted average number of common shares outstanding 113,059 4,760 117,819Weighted average number of shares of Class C Common Stock outstanding – 151,649 151,649Weighted average number of shares outstanding 113,059 156,409 269,468Diluted EPS and Adjusted Diluted EPS (1) $ (0.04) $ 0.30Adjustments to Net income (loss)Amortization $ 63,211Impairment and other losses 1,715Stock-based compensation 21,991Deferred acquisition consideration 7,390Other items, net 20,725 115,032Adjusted tax expense (25,653) 89,379Net loss attributable to Class C shareholders (3,582) $ 85,797Allocation of adjustments to Net incomeNet income attributable to Stagwell Inc. common shareholders $ 38,415Net income attributable to Class C shareholders – add-backs 50,964Net 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 12STAGWELL INC.UNAUDITED CONSOLIDATED BALANCE SHEETS(amounts in thousands) June 30, 2025 December 31, 2024ASSETSCurrent AssetsCash and cash equivalents $ 181,309 $ 131,339Accounts receivable, net 769,291 716,415Expenditures billable to clients 150,234 173,194Other current assets 162,233 114,200Total Current Assets 1,263,067 1,135,148Fixed assets, net 65,267 72,706Right-of-use assets – operating leases 219,717 219,400Goodwill 1,600,714 1,554,146Other intangible assets, net 866,780 836,783Deferred tax assets 251,622 46,926Other assets 50,008 43,112Total Assets $ 4,317,175 $ 3,908,221LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccounts payable $ 484,069 $ 449,347Accrued media 222,472 245,883Accruals and other liabilities 319,724 265,356Advance billings 339,623 294,609Current portion of lease liabilities – operating leases 57,192 60,195Current portion of deferred acquisition consideration 41,391 51,906Total Current Liabilities 1,464,471 1,367,296Long-term debt 1,464,242 1,353,624Long-term portion of deferred acquisition consideration 50,272 50,209Long-term lease liabilities – operating leases 231,152 245,397Deferred tax liabilities 49,388 47,239Long-term tax receivable agreement (“TRA”) liability 223,445 25,493Other liabilities 53,009 33,646Total Liabilities 3,535,979 3,122,904Redeemable Noncontrolling Interests 9,248 8,412Commitments, Contingencies and GuaranteesShareholders' EquityCommon shares – Class A 261 115Common shares – Class C – 2Paid-in capital 765,898 343,647Retained earnings 4,923 11,740Accumulated other comprehensive loss (20,936) (23,773)Stagwell Inc. Shareholders' Equity 750,146 331,731Noncontrolling interests 21,802 445,174Total Shareholders' Equity 771,948 776,905Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity $ 4,317,175 $ 3,908,221
SCHEDULE 13STAGWELL INC.UNAUDITED SUMMARY CASH FLOW DATA(amounts in thousands) Six Months Ended June 30, 2025 2024Cash 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 21,991Depreciation and amortization 83,375 76,837Amortization of right-of-use lease assets and lease liability interest 34,075 39,534Impairment and other (gains) losses (3,529) 1,715Deferred income taxes (1,424) 3,797Adjustment to deferred acquisition consideration 3,437 7,390Other, net (7,517) 3,850Changes 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 12,092Current 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 1,036,000Shares 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 21,062 138,304Effect of exchange rate changes on cash and cash equivalents 9,106 (2,162)Net increase in cash and cash equivalents 49,970 16,341Cash and cash equivalents at beginning of period 131,339 119,737Cash and cash equivalents at end of period $ 181,309 $ 136,078

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