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

stagwell-inc.-(nasdaq:-stgw)-reports-results-for-the-three-and-six-months-ended-june-30,-2025
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%

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

SECOND QUARTER RESULTS:

Stagwell Q2 2025 Financial Highlights

Stagwell Q2 2025 Financial Highlights

  • 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
[email protected]

For Press:
Beth Sidhu
[email protected]

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
June 30,

Six Months Ended
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
Ended June
30, 2024

Foreign
Currency

Net
Acquisitions
(Divestitures)

Organic (1)

Total Change

Three
Months
Ended June
30, 2025

Organic

Total

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
Ended June
30, 2024

Foreign
Currency

Net
Acquisitions
(Divestitures)

Organic (1)

Total Change

Six Months
Ended June
30, 2025

Organic

Total

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
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

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
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

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
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

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
Agencies
Network

Brand
Performance
Network

Communications
Network

All Other

Corporate

Total

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

SOURCE Stagwell Inc.

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