UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2023


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-13718

Stagwell Inc.

(Exact name of registrant as specified in its charter)


Delaware		86-1390679
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

One World Trade Center, Floor 65
New York,	New York	10007
(Address of principal executive offices)		(Zip Code)

(646) 429-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	STGW	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” ~~“accelerated~~

accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated Filer	☐	Accelerated Filer	☒
Non-accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding as of ~~May 3,~~August 4, 2023, was ~~129,689,614~~116,451,088 shares of Class A Common Stock and ~~160,909,058~~151,648,740 shares of Class C Common Stock.

Table of Contents

STAGWELL INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended ~~March 31~~June 30 , ~~202~~3 2023 and ~~202~~2 2022	4
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended ~~March 31~~J u ne 30 , ~~202~~3 2023 and ~~202~~22022	5
	Unaudited Consolidated Balance ~~Sheet~~s Sheets as of ~~March 31~~June 30 , ~~202~~3 2023 and December 31, ~~202~~22022	6
	Unaudited Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and ~~202~~2 2022	7
	Unaudited Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and ~~202~~22022	89
	Notes to Unaudited Consolidated Financial Statements	1013
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3035
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4764
Item 4.	Controls and Procedures	4765

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4866
Item 1A.	Risk Factors	4966
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4966
Item 3.	Defaults Upon Senior Securities	4967
Item 4.	Mine Safety Disclosures	4967
Item 5.	Other Information	4967
Item 6.	Exhibits	5067
Signatures		5269

EXPLANATORY NOTE

References in this Quarterly Report on Form 10-Q (this “Form 10Q”) to “Stagwell,” the “Company,” “we,” “us,” and “our” refer to Stagwell Inc. and, unless the context otherwise requires or otherwise is expressly stated, its subsidiaries.

All dollar amounts are stated in U.S. dollars unless otherwise stated.

Note About Forward-Looking Statements

This document contains forward-looking ~~statements.~~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 and future prospects, business and economic trends, potential acquisitions, 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 “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “guidance,” “intend,” “look,” “may,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “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.

Table of Contents

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 that could affect the Company or its clients;

•the continued impact of the coronavirus pandemic (“COVID-19”), and evolving strains of COVID-19 on the economy and 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, including the successful completion and integration of acquisitions that complement and expand the Company’s business capabilities;

•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;

•an inability to realize expected benefits of the combination of the Company’s business with the business of ~~MDC;~~MDC Partners Inc. (the “Transactions”) and other completed, pending or contemplated acquisitions;

•adverse tax consequences in connection with the Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company’s determination of value and computations of its attributes may result in increased tax costs;

•the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Transactions;

•the Company’s unremediated material weaknesses in internal control over financial reporting and its ability to establish and maintain an effective system of internal control over financial reporting;

•the Company’s ability to protect client data from security incidents or cyberattacks;

•economic disruptions resulting from war and other geopolitical tensions (such as the ongoing military conflict between Russia and Ukraine), terrorist activities and natural disasters;

•stock price volatility; and

•foreign currency fluctuations.

Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2022 (our “2022 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share amounts)


		Three Months Ended March 31,			Three Months Ended June 30,				Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Revenue	Revenue		$	622,444		$	642,903	Revenue	$	632,265	$	672,913	$	1,254,709	$	1,315,816
Operating Expenses	Operating Expenses							Operating Expenses
Cost of services	Cost of services		413,898			411,970		Cost of services	402,431		424,661		816,329		836,631
Office and general expenses	Office and general expenses		158,836			144,512		Office and general expenses	162,522		165,423		321,358		309,935
Depreciation and amortization	Depreciation and amortization		33,477			31,204		Depreciation and amortization	35,488		32,231		68,965		63,435
Impairment and other losses	Impairment and other losses		—			557		Impairment and other losses	10,562		2,266		10,562		2,823
			606,211			588,243			611,003		624,581		1,217,214		1,212,824
Operating Income	Operating Income		16,233			54,660		Operating Income	21,262		48,332		37,495		102,992
Other income (expenses):	Other income (expenses):							Other income (expenses):
Interest expense, net	Interest expense, net		(18,189)			(18,729)		Interest expense, net	(23,680)		(18,151)		(41,869)		(36,880)
Foreign exchange, net	Foreign exchange, net		(670)			(306)		Foreign exchange, net	(1,478)		70		(2,148)		(236)
Other, net	Other, net		220			156		Other, net	(416)		(121)		(196)		35
			(18,639)			(18,879)			(25,574)		(18,202)		(44,213)		(37,081)
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	Income (loss) before income taxes and equity in earnings of non-consolidated affiliates		(2,406)			35,781		Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	(4,312)		30,130		(6,718)		65,911
Income tax expense	Income tax expense		2,384			3,189		Income tax expense	5,717		5,421		8,101		8,610
Income (loss) before equity in earnings of non-consolidated affiliates	Income (loss) before equity in earnings of non-consolidated affiliates		(4,790)			32,592		Income (loss) before equity in earnings of non-consolidated affiliates	(10,029)		24,709		(14,819)		57,301
Equity in income (loss) of non-consolidated affiliates	Equity in income (loss) of non-consolidated affiliates		(227)			1,030		Equity in income (loss) of non-consolidated affiliates	(216)		(190)		(443)		840
Net income (loss)	Net income (loss)		(5,017)			33,622		Net income (loss)	(10,245)		24,519		(15,262)		58,141
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests		5,460			(20,947)		Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	5,552		(14,056)		11,012		(35,003)
Net income attributable to Stagwell Inc. common shareholders			$	443		$	12,675
Net income (loss) attributable to Stagwell Inc. common shareholders								Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,693)	$	10,463	$	(4,250)	$	23,138

Income (loss) Per Common Share:
Earnings (Loss) Per Common Share:								Earnings (Loss) Per Common Share:

Basic	Basic		$	0.00		$	0.10	Basic	$	(0.04)	$	0.08	$	(0.04)	$	0.19

Diluted	Diluted		$	(0.01)		$	0.10	Diluted	$	(0.04)	$	0.08	$	(0.04)	$	0.18
Weighted Average Number of Common Shares Outstanding:	Weighted Average Number of Common Shares Outstanding:							Weighted Average Number of Common Shares Outstanding:
Basic	Basic		125,199			122,285		Basic	115,400		126,425		120,272		124,367
Diluted	Diluted		289,806			297,484		Diluted	115,400		296,414		120,272		298,843

See ~~notes~~Notes to the Unaudited Consolidated Financial Statements.

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)


		Three Months Ended March 31,			Three Months Ended June 30,				Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
COMPREHENSIVE INCOME (LOSS)	COMPREHENSIVE INCOME (LOSS)							COMPREHENSIVE INCOME (LOSS)
Net income (loss)	Net income (loss)		$	(5,017)		$	33,622	Net income (loss)	$	(10,245)	$	24,519	$	(15,262)	$	58,141
Other comprehensive income (loss)
Foreign currency translation adjustment			4,425			(5,347)

Other comprehensive income (loss)			4,425			(5,347)
Other comprehensive income (loss) - Foreign currency translation adjustment								Other comprehensive income (loss) - Foreign currency translation adjustment	2,938		(23,826)		7,363		(29,173)

Comprehensive income (loss) for the period	Comprehensive income (loss) for the period		(592)			28,275		Comprehensive income (loss) for the period	(7,307)		693		(7,899)		28,968
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests	Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests		26,723			(20,947)		Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests	2,623		(14,056)		29,346		(35,003)
Comprehensive income attributable to Stagwell Inc. common shareholders			$	26,131		$	7,328
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders								Comprehensive income (loss) attributable to Stagwell Inc. common shareholders	$	(4,684)	$	(13,363)	$	21,447	$	(6,035)

See ~~notes~~Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022

ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	138,529	$	220,589	Cash and cash equivalents	$	105,284	$	220,589
Accounts receivable, net	Accounts receivable, net	659,068		645,846		Accounts receivable, net	646,310		645,846
Expenditures billable to clients	Expenditures billable to clients	97,590		93,077		Expenditures billable to clients	106,871		93,077
Other current assets	Other current assets	77,930		71,443		Other current assets	97,083		71,443
Total Current Assets	Total Current Assets	973,117		1,030,955		Total Current Assets	955,548		1,030,955
Fixed assets, net	Fixed assets, net	94,839		98,878		Fixed assets, net	86,929		98,878
Right-of-use lease assets - operating leases	Right-of-use lease assets - operating leases	260,763		273,567		Right-of-use lease assets - operating leases	242,733		273,567
Goodwill	Goodwill	1,569,532		1,566,956		Goodwill	1,578,832		1,566,956
Other intangible assets, net	Other intangible assets, net	888,455		907,529		Other intangible assets, net	868,928		907,529
Other assets	Other assets	114,227		115,447		Other assets	120,064		115,447
Total Assets	Total Assets	$	3,900,933	$	3,993,332	Total Assets	$	3,853,034	$	3,993,332
LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY	LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY					LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	308,759	$	357,253	Accounts payable	$	338,613	$	357,253
Accrued media	Accrued media	283,578		240,506		Accrued media	162,219		240,506
Accruals and other liabilities	Accruals and other liabilities	152,937		248,477		Accruals and other liabilities	205,751		248,477
Advance billings	Advance billings	334,933		337,034		Advance billings	306,470		337,034
Current portion of lease liabilities - operating leases	Current portion of lease liabilities - operating leases	75,939		76,349		Current portion of lease liabilities - operating leases	76,494		76,349
Current portion of deferred acquisition consideration	Current portion of deferred acquisition consideration	94,039		90,183		Current portion of deferred acquisition consideration	96,781		90,183
Total Current Liabilities	Total Current Liabilities	1,250,185		1,349,802		Total Current Liabilities	1,186,328		1,349,802
Long-term debt	Long-term debt	1,235,281		1,184,707		Long-term debt	1,487,430		1,184,707
Long-term portion of deferred acquisition consideration	Long-term portion of deferred acquisition consideration	71,645		71,140		Long-term portion of deferred acquisition consideration	17,688		71,140
Long-term lease liabilities - operating leases	Long-term lease liabilities - operating leases	278,978		294,049		Long-term lease liabilities - operating leases	263,888		294,049
Deferred tax liabilities, net	Deferred tax liabilities, net	43,023		40,109		Deferred tax liabilities, net	46,783		40,109
Other liabilities	Other liabilities	70,371		69,780		Other liabilities	60,598		69,780
Total Liabilities	Total Liabilities	2,949,483		3,009,587		Total Liabilities	3,062,715		3,009,587
Redeemable Noncontrolling Interests	Redeemable Noncontrolling Interests	32,517		39,111		Redeemable Noncontrolling Interests	28,129		39,111
Commitments, Contingencies and Guarantees (Note 9)	Commitments, Contingencies and Guarantees (Note 9)					Commitments, Contingencies and Guarantees (Note 9)
Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Common shares - Class A & B	Common shares - Class A & B	130		132		Common shares - Class A & B	116		132
Common shares - Class C	Common shares - Class C	2		2		Common shares - Class C	2		2

Paid-in capital	Paid-in capital	469,891		491,899		Paid-in capital	309,521		491,899
Retained earnings	Retained earnings	30,324		29,445		Retained earnings	27,496		29,445
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(13,253)		(38,941)		Accumulated other comprehensive loss	(13,244)		(38,941)
Stagwell Inc. Shareholders' Equity	Stagwell Inc. Shareholders' Equity	487,094		482,537		Stagwell Inc. Shareholders' Equity	323,891		482,537
Noncontrolling interests	Noncontrolling interests	431,839		462,097		Noncontrolling interests	438,299		462,097
Total Shareholders' Equity	Total Shareholders' Equity	918,933		944,634		Total Shareholders' Equity	762,190		944,634
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity	Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity	$	3,900,933	$	3,993,332	Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity	$	3,853,034	$	3,993,332

See ~~notes~~Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


		Three Months Ended March 31,				Six Months Ended June 30,
		2023		2022				2023		2022
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	(5,017)	$	33,622		Net income (loss)	$	(15,262)	$	58,141
Adjustments to reconcile net income to cash used in operating activities:	Adjustments to reconcile net income to cash used in operating activities:						Adjustments to reconcile net income to cash used in operating activities:
Stock-based compensation	Stock-based compensation	12,004		8,021			Stock-based compensation	22,550		21,152
Depreciation and amortization	Depreciation and amortization	33,477		31,204			Depreciation and amortization	68,965		63,435
Impairment and other losses	Impairment and other losses	—		557			Impairment and other losses	10,562		2,823

Deferred income taxes	Deferred income taxes	3,809		(1,350)			Deferred income taxes	3,884		(1,325)
Adjustment to deferred acquisition consideration	Adjustment to deferred acquisition consideration	4,088		1,897			Adjustment to deferred acquisition consideration	4,480		15,390

Other, net	Other, net	(1,550)		(2,647)			Other, net	(3,328)		(4,418)
Changes in working capital:	Changes in working capital:						Changes in working capital:
Accounts receivable	Accounts receivable	(12,425)		(70,039)			Accounts receivable	4,255		(78,342)
Expenditures billable to clients	Expenditures billable to clients	(4,173)		11,996			Expenditures billable to clients	(13,180)		20,386
Other assets	Other assets	(5,986)		(6,100)			Other assets	4,117		(8,555)
Accounts payable	Accounts payable	(51,670)		(32,386)			Accounts payable	(25,972)		(33,228)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(54,684)		(5,592)			Accrued expenses and other liabilities	(169,210)		(109,232)
Advance billings	Advance billings	(2,986)		(17,760)			Advance billings	(32,795)		(46,391)

Deferred acquisition related payments							Deferred acquisition related payments	(3,212)		(7,107)
Net cash used in operating activities	Net cash used in operating activities	(85,113)		(48,577)			Net cash used in operating activities	(144,146)		(107,271)
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Capital expenditures	Capital expenditures	(3,435)		(4,760)			Capital expenditures	(7,953)		(12,539)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(220)		(935)			Acquisitions, net of cash acquired	(4,965)		(38,326)
Capitalized software	Capitalized software	(6,735)		(1,778)			Capitalized software	(10,356)		(1,928)
Other	Other	(425)		(816)			Other	(6,844)		(2,144)
Net cash used in investing activities	Net cash used in investing activities	(10,815)		(8,289)			Net cash used in investing activities	(30,118)		(54,937)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Repayment of borrowings under revolving credit facility	Repayment of borrowings under revolving credit facility	(426,500)		(209,500)			Repayment of borrowings under revolving credit facility	(800,500)		(473,000)
Proceeds from borrowings under revolving credit facility	Proceeds from borrowings under revolving credit facility	476,500		239,000			Proceeds from borrowings under revolving credit facility	1,102,500		660,500
Shares acquired and cancelled		(8,263)		(14,926)
Shares repurchased and cancelled							Shares repurchased and cancelled	(199,363)		(29,765)
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(10,948)		(6,464)			Distributions to noncontrolling interests	(15,408)		(36,498)
Payment of deferred consideration	Payment of deferred consideration	—		(1,581)			Payment of deferred consideration	(28,558)		(52,431)

Purchase of noncontrolling interest							Purchase of noncontrolling interest	—		(3,600)

Debt issuance costs							Debt issuance costs	(150)		—

Repurchase of Common Stock		(17,866)		—

Net cash provided by financing activities	Net cash provided by financing activities	12,923		6,529			Net cash provided by financing activities	58,521		65,206
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	945		1,481			Effect of exchange rate changes on cash and cash equivalents	438		6,395
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(82,060)		(48,856)			Net decrease in cash and cash equivalents	(115,305)		(90,607)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	220,589		184,009			Cash and cash equivalents at beginning of period	220,589		184,009
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	138,529	$	135,153		Cash and cash equivalents at end of period	$	105,284	$	93,402

Supplemental Cash Flow Information:	Supplemental Cash Flow Information:						Supplemental Cash Flow Information:
Cash income taxes paid	Cash income taxes paid	$	15,107	$	6,623		Cash income taxes paid	$	23,154	$	15,871
Cash interest paid	Cash interest paid	33,459		30,798			Cash interest paid	36,475		30,798

Non-cash investing and financing activities:	Non-cash investing and financing activities:						Non-cash investing and financing activities:

Establishment of a deferred tax asset related to the exchange		—		24,500
Establishment of Tax Receivables Agreement liability		—		20,846

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)

(amounts in thousands)


	Six Months Ended June 30,
	2023	2022
Establishment of Tax Receivables Agreement liability	—	21,385
Non-cash payments for deferred acquisition consideration	20,119	—
Reduction of Deferred tax liability related to exchange of Paired Units	—	25,159

See ~~notes~~Notes to the Unaudited Consolidated Financial Statements.

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands)

Three Months Ended March 31, 2023
Common Shares -
Class A & B Common Shares -
Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc. Shareholders' Equity Noncontrolling Interests Shareholders' Equity
Shares Amount Shares Amount
Balance at December 31, 2022 131,724 $ 132 160,909 $ 2 $ 491,899 $ 29,445 $ (38,941) $ 482,537 $ 462,097 $ 944,634
Net income — — — — — 443 — 443 (2,917) (2,474)
Other comprehensive income — — — — — — 25,688 25,688 (21,263) 4,425
Distributions to noncontrolling interests — — — — — — — — (8,025) (8,025)
Changes in redemption value of RNCI — — — — — 1,076 — 1,076 — 1,076
Restricted awards granted or vested 1,838 2 — — (2) — — — — —
Shares repurchased and cancelled (withheld for payroll taxes) (1,181) (1) — — (8,262) — — (8,263) — (8,263)
Shares repurchased and cancelled (Approved plan) (2,585) (3) — — (17,863) — — (17,866) — (17,866)
Stock-based compensation — — — — 7,392 — — 7,392 — 7,392
Change in ownership held by Class C holders — — — — (3,273) — — (3,273) 3,273 —
Other — — — — — (640) — (640) (1,326) (1,966)
Balance at March 31, 2023 129,796 $ 130 160,909 $ 2 $ 469,891 $ 30,324 $ (13,253) $ 487,094 $ 431,839 $ 918,933



		Three Months Ended June 30, 2023
	Common Shares - Class A & B		Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity
		Shares	Amount		Shares	Amount
Balance at March 31, 2023		129,796	$	130	160,909	$	2	$	469,891	$	30,324	$	(13,253)	$	487,094	$	431,839	$	918,933
Net loss		—	—		—	—		—		(4,693)		—		(4,693)		(5,552)		(10,245)
Other comprehensive income		—	—		—	—		—		—		9		9		2,929		2,938
Total other comprehensive income (loss)										(4,693)		9		(4,684)		(2,623)		(7,307)

Distributions to noncontrolling interests		—	—		—	—		—		—		—		—		(2,984)		(2,984)
Changes in redemption value of RNCI		—	—		—	—		—		1,865		—		1,865		—		1,865
Restricted awards granted or vested		1,139	1		—	—		(1)		—		—		—		—		—
Shares repurchased and cancelled		(26,996)	(27)		—	—		(174,197)		—		—		(174,224)		—		(174,224)
Restricted shares forfeited		(13)	—		—	—		—		—		—		—		—		—
Stock-based compensation		—	—		—	—		9,441		—		—		9,441		—		9,441
Change in ownership held by Class C holders		—	—		—	—		(11,109)		—		—		(11,109)		11,109		—
Shares issued, acquisitions		2,853	3		—	—		20,116		—		—		20,119		—		20,119
Conversion of Class C to Class A shares		9,260	9		(9,260)	—		(9)		—		—		—		—		—
Other (1)		—	—		—	—		(4,611)		—		—		(4,611)		958		(3,653)
Balance at June 30, 2023		116,039	$	116	151,649	$	2	$	309,521	$	27,496	$	(13,244)	$	323,891	$	438,299	$	762,190

~~See notes~~(1)The Other line within Paid-in-Capital includes $4.6 million in connection with the modification of certain stock-appreciation rights from equity to ~~the Unaudited Consolidated Financial Statements~~liability awards..

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)

Three Months Ended March 31, 2022
Common Shares -
Class A & B Common Shares -
Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc. Shareholders' Equity Noncontrolling Interests Shareholders' Equity
Shares Amount Shares Amount
Balance at December 31, 2021 118,252 $ 118 179,970 $ 2 $ 382,893 $ (6,982) $ (5,278) $ 370,753 $ 508,287 $ 879,040
Net income attributable to Stagwell Inc. — — — — — 12,675 — 12,675 18,537 31,212
Other comprehensive loss — — — — — — (5,347) (5,347) — (5,347)
Distributions to noncontrolling interests — — — — — — — — (705) (705)
Changes in redemption value of RNCI — — — — — 975 — 975 — 975
Granting of restricted awards 1,787 2 — — (2) — — — — —
Shares acquired and cancelled (1,998) — — — (14,926) — — (14,926) — (14,926)
Stock-based compensation — — — — 6,714 — — 6,714 — 6,714
Conversion of shares 15,155 15 (15,155) — (15) — — — — —
Other — — — — (1,364) — — (1,364) 2,246 882
Balance at March 31, 2022 133,196 $ 135 164,815 $ 2 $ 373,300 $ 6,668 $ (10,625) $ 369,480 $ 528,365 $ 897,845



		Six Months Ended June 30, 2023
	Common Shares - Class A & B		Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity
		Shares	Amount		Shares	Amount
Balance at December 31, 2022		131,724	$	132	160,909	$	2	$	491,899	$	29,445	$	(38,941)	$	482,537	$	462,097	$	944,634
Net loss		—	—		—	—		—		(4,250)		—		(4,250)		(11,012)		(15,262)
Other comprehensive income		—	—		—	—		—		—		25,697		25,697		(18,334)		7,363
Total other comprehensive income (loss)										(4,250)		25,697		21,447		(29,346)		(7,899)

Distributions to noncontrolling interests		—	—		—	—		—		—		—		—		(11,009)		(11,009)
Changes in redemption value of RNCI		—	—		—	—		—		2,941		—		2,941		—		2,941
Restricted awards granted or vested		2,977	3		—	—		(3)		—		—		—		—		—
Shares repurchased and cancelled		(30,762)	(31)		—	—		(200,322)		—		—		(200,353)		—		(200,353)
Restricted shares forfeited		(13)	—		—	—		—		—		—		—		—		—
Stock-based compensation		—	—		—	—		16,833		—		—		16,833		—		16,833
Change in ownership held by Class C holders		—	—		—	—		(14,382)		—		—		(14,382)		14,382		—
Shares issued, acquisitions		2,853	3		—	—		20,116		—		—		20,119		—		20,119
Conversion of Class C to Class A shares		9,260	9		(9,260)	—		(9)		—		—		—		—		—
Other (1)		—	—		—	—		(4,611)		(640)		—		(5,251)		2,175		(3,076)
Balance at June 30, 2023		116,039	$	116	151,649	$	2	$	309,521	$	27,496	$	(13,244)	$	323,891	$	438,299	$	762,190

(1)The Other line within Paid-in-Capital includes $4.6 million in connection with the modification of certain stock-appreciation rights from equity to liability awards.

See Notes to the Unaudited Consolidated Financial Statements.

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)




	Three Months Ended June 30, 2022
	Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2022	133,196	$	135	164,815	$	2	$	373,300	$	6,668	$	(10,625)	$	369,480	$	528,365	$	897,845
Net income	—	—		—	—		—		10,463		—		10,463		14,056		24,519
Other comprehensive loss	—	—		—	—		—		—		(23,826)		(23,826)		—		(23,826)
Total other comprehensive income (loss)									10,463		(23,826)		(13,363)		14,056		693

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		(29,252)		(29,252)
Changes in redemption value of RNCI	—	—		—	—		—		(6,863)		—		(6,863)		—		(6,863)
Restricted awards granted or vested	202	—		—	—		—		—		—		—		—		—
Shares repurchased and cancelled	(1,981)	(2)		—	—		(14,839)		—		—		(14,841)		—		(14,841)
Restricted shares forfeited	(108)	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		9,178		—		—		9,178		—		9,178
Conversion of Class C to Class A shares	388	—		(388)	—		—		—		—		—		—		—
Purchases of noncontrolling interests	—	—		—	—		(1,000)		—		—		(1,000)		(3,600)		(4,600)
Acquisition of noncontrolling interest	—	—		—	—				—		—		—		2,667		2,667


Other	141	2		—	—		1,706		—		—		1,708		849		2,557
Balance at June 30, 2022	131,838	$	135	164,427	$	2	$	368,345	$	10,268	$	(34,451)	$	344,299	$	513,085	$	857,384

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)




	Six Months Ended June 30, 2022
	Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	118,252	$	118	179,970	$	2	$	382,893	$	(6,982)	$	(5,278)	$	370,753	$	508,287	$	879,040
Net income	—	—		—	—		—		23,138		—		23,138		35,003		58,141
Other comprehensive loss	—	—		—	—		—		—		(29,173)		(29,173)		—		(29,173)
Total other comprehensive income (loss)									23,138		(29,173)		(6,035)		35,003		28,968

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		(29,957)		(29,957)
Changes in redemption value of RNCI	—	—		—	—		—		(5,888)		—		(5,888)		—		(5,888)
Restricted awards granted or vested	1,989	2		—	—		(2)		—		—		—		—		—
Shares repurchased and cancelled	(3,979)	(2)		—	—		(29,765)		—		—		(29,767)		—		(29,767)
Restricted shares forfeited	(108)	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		15,892		—		—		15,892		—		15,892
Conversion of Class C to Class A shares	15,543	15		(15,543)	—		(15)		—		—		—		—		—
Purchases of noncontrolling interests	—	—		—	—		(1,000)		—		—		(1,000)		(3,600)		(4,600)
Acquisition of noncontrolling interests	—	—		—	—		—		—		—		—		2,667		2,667
Other	141	2		—	—		342		—		—		344		685		1,029
Balance at June 30, 2022	131,838	$	135	164,427	$	2	$	368,345	$	10,268	$	(34,451)	$	344,299	$	513,085	$	857,384

See ~~notes~~Notes to the Unaudited Consolidated Financial Statements

912

STAGWELL INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

Stagwell Inc. (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and ~~their Brands~~its portfolio of marketing services firms (“Brands”), which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment.

The accompanying consolidated financial statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the unaudited consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, pursuant to these rules, the footnotes do not include certain information and disclosures. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”).

The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

We recorded an out-of-period adjustment in the first quarter of 2023 which should have been reflected in the prior year financial statements. The impact of the adjustment iswas to allocate Accumulated other comprehensive loss to noncontrolling interest shareholders. As a result of the correction, Noncontrolling interests and Accumulated other comprehensive loss declined by approximately $24.0 million, but ~~did not~~there was no impact to Total Shareholders’ ~~Equity as of March 31, 2023. In addition, the~~Equity. The adjustment was reflected within other comprehensive ~~for the quarter ended March 31, 2023.~~income (loss). There was no impact to ~~net~~Net income in the annual or interim periods within the year ended December 31, 2022. The Company evaluated the impact of the out-of-period adjustment and concluded that this error was not material to the current period or any of its previously issued financial statements.

~~Recent Developments~~

In ~~March~~the three and six-month period ended June 30, 2023, we recorded a $5.3 million and $7.4 million out-of-period adjustment, respectively, to increase income tax expense to correct an understatement of the ~~Company’s board of directors (the “Board”) adopted the 2022 Employee Stock Purchase Plan (the “ESPP”),~~expense which will be submitted for approval at the Company’s annual meeting of shareholders in June 2023. If the ESPP is approved, a total of 3.0 million shares of Class A common stock, par value $.001 per share (the “Class A Common Stock”) will be reserved for sale under the ESPP to eligible employees as definedshould have been reflected in the ~~plan.~~ ~~Under~~prior year financial statements. The Company evaluated the ~~ESPP, eligible employees can elect to withhold up to~~ ~~15%~~ ~~of their earnings, up to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5%~~impact of the ~~fair market value~~out-of-period adjustment and concluded that the errors were not material to the current period or any of ~~shares of Class A Common Stock at~~its previously issued financial statements. The adjustment is not expected to be material to the ~~end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.~~

On May 4, 2023, the Company amended its Credit Agreement (as defined in Note 7 of the Notes included herein). Among other things, the amendment increased the limit of borrowing from $500.0 million to $640.0 million. All other substantive terms of the credit agreement remain unchanged.year ending December 31, 2023.

On May 9, 2023, the Company agreed to repurchase approximately 23.3 million shares from AlpInvest Partners at a share price of $6.43, for an aggregate total value of approximately $150.0 million. Stagwell Media LP, a shareholder in Stagwell Inc. and AlpInvest are engaged in advanced negotiations to redeem AlpInvest’s remaining interests in Stagwell Media LP., subject to final documentation. Upon completion of these transactions, AlpInvest Partners will no longer be an investor in Stagwell Inc.

2. Acquisitions

2022 Acquisitions

Acquisition of Brand New Galaxy

On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for approximately $20.9 million of cash consideration, as well as contingent consideration up to a maximum value of $50.0 million. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in shares of Class A Common ~~Stock.~~Stock, par value $.001 per share (the “Class A Common Stock”).

The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon ~~preliminary estimated~~ fair values, with any excess purchase price allocated to goodwill. The ~~preliminary~~ purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	2,766
Accounts receivable	10,147
Other current assets	671
Fixed assets	1,587
Identifiable intangible assets	12,740
Other assets	1,583
Accounts payable	(4,771)
Accruals and other liabilities	(6,880)
Advance billings	(1,159)
Other liabilities	(3,642)
Net assets assumed	13,042
Goodwill	24,643
Purchase price consideration	$	37,685

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of BNG. Goodwill of $24.6 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes.

Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired:


		Estimated Fair Value		Estimated Useful Life in Years		Fair Value		Estimated Useful Life in Years
		(dollars in thousands)				(dollars in thousands)
Customer relationships	Customer relationships	$	6,150	10	Customer relationships	$	6,150	10
Trade names	Trade names	5,500		10	Trade names	5,500		10
Developed technology	Developed technology	1,090		7	Developed technology	1,090		7
Total acquired intangible assets	Total acquired intangible assets	$	12,740		Total acquired intangible assets	$	12,740

~~The purchase price accounting is not yet final as the Company may still make adjustments due to changes in working capital.~~

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the ~~acquisitions~~acquisition been consummated as of that time.


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	(dollars in thousands)
Revenue	$	675,414	$	1,326,042
Net income	$	24,520	$	57,396


	~~Three Months Ended March 31, 2022~~
	~~(dollars in thousands)~~
Revenue	$	~~650,628~~
~~Net income~~	~~32,876~~

~~Revenue and net income~~ attributable to BNG, included within the ~~three months ended March 31, 2023~~ Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2023 was ~~$6.6~~$7.5 million and ~~$1.0~~$14.1 million, respectively.

Net loss was $0.6 million for the three months ended June 30, 2023 and Net income was $0.5 million for the six months ended June 30, 2023. Revenue attributable to BNG, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2022 was $5.4 million and Net loss was $0.3 million.

Acquisition of TMA Direct, Inc.

On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for approximately $17.2 million of cash consideration and approximately $0.5 million of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to approximately $13.3 million.

The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon ~~estimated~~ fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Accounts receivable	$	582
Other current assets	669
Identifiable intangible assets	13,200
Accounts payable	(379)
Other liabilities	(270)
Noncontrolling interests	(2,667)
Net assets assumed	11,135
Goodwill	6,569
Purchase price consideration	$	17,704

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of TMA Direct. Goodwill of $6.6 million was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes.

Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired:


	Fair Value		Estimated Useful Life in Years
	(dollars in thousands)
Customer relationships	$	11,400	10
Trade names	1,800		10
Total acquired intangible assets	$	13,200

Pro Forma Financial Information


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	(dollars in thousands)
Revenue	$	674,737	$	1,319,646
Net income	$	25,153	$	59,494


	~~Three Months Ended March 31, 2022~~
	~~(dollars in thousands)~~
Revenue	$	~~644,909~~
~~Net income~~	~~34,341~~

~~Revenue and net loss~~ attributable to TMA Direct, included within the ~~three months ended March 31, 2023~~ Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2023 was ~~$2.6~~$3.9 million and ~~less than $0.1~~$6.5 million, respectively and Net income was $0.4 million and $0.4 million, respectively. Revenue attributable to TMA Direct, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2022 was $1.3 million and Net income was $0.3 million.

Acquisition of Maru Group Limited Ltd.

On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for approximately £23.0 million (approximately $25.8 million) in cash consideration.

The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	1,033
Accounts receivable	7,374
Other current assets	899
Fixed assets	157
Identifiable intangible assets	14,300
Other assets	1,920
Accounts payable	(4,087)
Accruals and other liabilities	(9,154)
Advance billings	(6,462)
Deferred tax liability	(3,328)
Other liabilities	(3,591)
Net assets assumed	~~2,389~~ (939)
Goodwill	~~23,404~~26,733
Purchase price consideration	$	~~25,793~~25,794

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Maru and ~~the~~ expected growth related to new customer relationships and geographic expansion. Goodwill of ~~$23.4~~$26.7 million was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes.

Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired:


	Estimated Fair Value		Estimated Useful Life in Years
	(dollars in thousands)
Customer relationships	$	4,900	10
Trade names	4,000		10
Developed technology	5,400		2-7
Total acquired intangible assets	$	14,300

The estimated fair value of assets and liabilities assumed are preliminary and the Company may still make adjustments as we finalize the purchase price allocation, which is expected to be completed within one year from the acquisition date.

Pro Forma Financial Information


	~~Three Months Ended March 31, 2022~~
	~~(dollars in thousands)~~
~~Revenue~~	$	~~653,375~~
~~Net Income~~	~~28,110~~


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	(dollars in thousands)
Revenue	$	683,671	$	1,337,046
Net income	$	21,190	$	49,300

Revenue ~~and net loss~~ attributable to Maru, included within the ~~three months ended March 31, 2023~~ Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2023 was $8.9 million and $17.8 million, respectively and Net loss was $2.2 million and $4.4 million, respectively.

Acquisition of Wolfgang, LLC.

On October 3, 2022, the Company acquired the remaining 80% interest that it did not already own in Wolfgang, LLC., (“Wolfgang”) for approximately $3.8 million in cash consideration and 175 thousand shares of Class A Common Stock with a fair value of $1.2 ~~million, subject to post-closing adjustments.~~million.

The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	1,606
Accounts receivable	1,180
Other current assets	100
Identifiable intangible assets	1,055
Other assets	46
Current liabilities	(278)
Net assets assumed	3,709
Goodwill	2,451
Purchase price consideration including fair value of previously owned interest	$	6,160

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wolfgang. Goodwill of $2.5 million was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes.

Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. ~~The following table presents the details of identifiable intangible assets acquired:~~

Estimated Fair Value Estimated Useful Life in Years
(dollars in thousands)
Customer relationships $ 1,055 5
Total acquired intangible assets $ 1,055

1417

Pro Forma Financial Information


	~~Three Months Ended March 31, 2022~~
	~~(dollars in thousands)~~
~~Revenue~~	$	~~647,309~~
~~Net income~~	~~34,482~~


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	(dollars in thousands)
Revenue	$	675,622	$	1,322,931
Net income	$	25,172	$	59,654

Revenue ~~and net income~~ attributable to Wolfgang, included within the ~~three months ended March 31, 2023~~ Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2023 was $1.1 million and ~~$0.2~~$2.1 million, respectively, and Net income was $0.1 million and less than $0.1 million, respectively.

Acquisition of Epicenter Experience LLC.

On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC., (“Epicenter”) for approximately $9.9 million in cash consideration, ~~subject to post-closing adjustments,~~ as well as contingent consideration up to a maximum value of $5.0 million. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in shares of Class A Common Stock.

The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon preliminary estimated fair values. The preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Accounts receivable	$	901
Other current assets	45
Identifiable intangible assets	7,300
Accounts payable	(148)
Other current liabilities	(650)
Net assets assumed	7,448
Goodwill	4,416
Purchase price consideration	$	11,864

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epicenter. Goodwill of $4.4 million was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes.

The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years.

The ~~following table presents~~estimated fair value of assets and liabilities assumed are preliminary and the ~~details of identifiable intangible assets acquired:~~Company may still make adjustments as we finalize the purchase price allocation, which is expected to be completed within one year from the acquisition date.

Estimated Fair Value Estimated Useful Life in Years
(dollars in thousands)
Developed technology $ 7,300 5
Total acquired intangible assets $ 7,300

Pro Forma Financial Information


	~~Three Months Ended March 31, 2022~~
	~~(dollars in thousands)~~
~~Revenue~~	$	~~643,885~~
~~Net income~~	~~33,483~~


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	(dollars in thousands)
Revenue	$	674,015	$	1,317,900
Net income	$	24,392	$	57,875

Revenue ~~and net income~~ attributable to Epicenter, included within the ~~three months ended March 31, 2023~~ Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2023 was $1.1 million and $2.2 million, respectively. Net loss was $0.6 million ~~respectively.~~for the three months ended June 30, 2023, and Net income was less than $0.1 million for the six months ended June 30, 2023.

Other Acquisitions

On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”) for approximately €5.2 million (approximately $5.6 million) of cash consideration, of which €0.9 million (approximately $1.0 million) is deferred. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The majority of goodwill is non-deductible for income tax purposes.

On July 12, 2022, the Company acquired PEP Group Holdings B.V., an omnichannel content creation and adaption production company for approximately $0.5 million in cash consideration, subject to post-closing adjustments, as well as contingent consideration up to a maximum value of €2.6 million. The contingent consideration is subject to meeting certain future earnings targets through 2025.

On July 15, 2022, the Company acquired Apollo Program II Inc., a real-time artificial intelligence-powered software-as-a-service platform, for approximately $2.3 million in cash consideration, subject to post-closing adjustments, as well as guaranteed deferred payments of $1.0 million and $1.5 million on or prior to July 1, 2023 and July 1, 2024, respectively.

2022 Purchases of Noncontrolling Interests

On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4.6 million, comprised of a closing cash payment of $3.6 million and a contingent deferred acquisition payment of $1.0 million. The contingent deferred payment of $1.0 million was ~~based on~~paid in the ~~financial results~~second quarter of ~~the underlying business through the end of 2022 with the payment due in~~ 2023.

3. Revenue

Disaggregated Revenue Data

The Company provides a broad range of services to a large base of clients across the full spectrum of verticals globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate, independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the Stagwell network.

The following table presents revenue disaggregated by our principal capabilities for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:

Three Months Ended March 31,
Principal Capabilities Reportable Segment 2023 2022
(dollars in thousands)
Digital Transformation All segments $ 190,319 $ 210,809
Creativity and Communications All segments 261,354 279,242
Performance Media and Data Brand Performance Network, All Other 109,488 99,776
Consumer Insights and Strategy Integrated Agencies Network, All Other 61,283 53,076
$ 622,444 $ 642,903


		Three Months Ended June 30,				Six Months Ended June 30,
Principal Capabilities	Reportable Segment	2023		2022		2023		2022
		(dollars in thousands)
Digital Transformation	All segments	$	167,847	$	197,915	$	358,166	$	408,724
Creativity and Communications	All segments	288,008		307,402		549,362		586,644
Performance Media and Data	Brand Performance Network, All Other	115,527		114,260		225,015		214,036
Consumer Insights and Strategy	Integrated Agencies Network, All Other	60,883		53,336		122,166		106,412
		$	632,265	$	672,913	$	1,254,709	$	1,315,816

Stagwell has historically largely focused where the Company was founded, in North America, the largest market for its services in the world. The Company has expanded its global footprint to support clients in international markets. Stagwell’s Brands are located in the United States and United Kingdom, and more than 32 other countries around the world. Historically, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses.

The following table presents revenue disaggregated by geography for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


			Three Months Ended March 31,					Three Months Ended June 30,			Six Months Ended June 30,
Geographical Location	Geographical Location	Reportable Segment		2023		2022			Geographical Location	Reportable Segment	2023		2022		2023		2022
				(dollars in thousands)							(dollars in thousands)
United States	United States	All		$	507,092	$	537,231		United States	All	$	505,445	$	559,635	$	1,012,537	$	1,096,866
United Kingdom	United Kingdom	All		41,271		39,813			United Kingdom	All	47,864		43,363		89,135		83,176
Other	Other	All		74,081		65,859			Other	All	78,956		69,915		153,037		135,774
				$	622,444	$	642,903				$	632,265	$	672,913	$	1,254,709	$	1,315,816

Contract Assets and Liabilities

Contract assets consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Unbilled service fees were ~~$170.8~~$153.7 million and $116.4 million at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, and are included as a component of Accounts receivable, net on the Unaudited Consolidated Balance Sheets. Outside vendor costs incurred on behalf of clients which have yet to be invoiced were ~~$97.6~~$106.9 million and $93.1 million at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, and are included on the Unaudited Consolidated Balance Sheets as Expenditures billable to clients. Such amounts are invoiced to clients at various times over the course of providing services.

Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Unaudited Consolidated Balance Sheets. In arrangements in which we are acting as an agent, the recognition related to the contract liability is presented on a net basis within the Unaudited Consolidated Statements of Operations. Advance billings at ~~March 31,~~June 30, 2023 and December 31, 2022 were ~~$334.9~~$306.5 million and $337.0 million, respectively. The decrease in Advance billings of ~~$2.1~~$30.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was primarily driven by ~~$234.0~~cash payments received or due in advance of satisfying our performance obligations, offset by $264.0 million of revenues recognized that were included in the Advance billings balances as of December 31, 2022 and reductions due to the incurrence of third-party ~~costs, partially offset by cash payments received or due in advance of satisfying our performance obligations.~~costs.

Changes in the contract asset and liability balances during the ~~three~~six months ended ~~March 31,~~June 30, 2023 were not materially impacted by write offs, impairment losses or any other factors.

Unsatisfied Performance Obligations

The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had approximately ~~$90.8~~$100.5 million of unsatisfied performance obligations as of ~~March 31,~~June 30, 2023 of which we expect to recognize approximately ~~61%~~50% in 2023, ~~33%~~40% in 2024 and 6%10% in 2025.

1720

4. ~~Income~~Earnings (Loss) Per Share

The following table sets forth the computations of basic and diluted ~~income (loss)~~loss per common share for the three and six months ended ~~March 31, 2023~~June 30, 2023:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	(10,245)	$	(15,262)

Net loss attributable to Class C shareholders	4,552		7,717
Net loss attributable to other equity interest holders	1,000		3,295
Net loss attributable to noncontrolling and redeemable noncontrolling interests	5,552		11,012

Net loss attributable to Stagwell Inc. common shareholders	$	(4,693)	$	(4,250)

Denominator:
Weighted average number of common shares outstanding	115,400		120,272
Loss Per Share - Basic & Diluted	$	(0.04)	$	(0.04)

Anti-dilutive:
Class C Shares	155,821		158,351
Stock Appreciation Rights and Restricted Awards	4,416		4,736
Class A Shares to settle deferred acquisition obligations	4,719		4,620

The following table sets forth the computations of basic and diluted earnings per common share for the three and six months ended June 30, 2022:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
		2023		2022			2022		2022
Income Per Share - Basic		(amounts in thousands, except per share amounts)
Earnings Per Share - Basic						Earnings Per Share - Basic	(amounts in thousands, except per share amounts)
Numerator:	Numerator:					Numerator:
Net income (loss)		$	(5,017)	$	33,622
Net income						Net income	$	24,519	$	58,141

Net (income) loss attributable to Class C shareholders		3,165		(17,721)
Net (income) loss attributable to other equity interest holders		2,295		(3,226)
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests		5,460		(20,947)
Net income attributable to Class C shareholders						Net income attributable to Class C shareholders	(14,020)		(31,741)
Net income attributable to other equity interest holders						Net income attributable to other equity interest holders	(36)		(3,262)
Net income attributable to noncontrolling and redeemable noncontrolling interests						Net income attributable to noncontrolling and redeemable noncontrolling interests	(14,056)		(35,003)

Net income attributable to Stagwell Inc. common shareholders	Net income attributable to Stagwell Inc. common shareholders	$	443	$	12,675	Net income attributable to Stagwell Inc. common shareholders	$	10,463	$	23,138

Denominator:	Denominator:					Denominator:
Weighted Average number of common shares outstanding	Weighted Average number of common shares outstanding	125,199		122,285		Weighted Average number of common shares outstanding	126,425		124,367

Income Per Share - Basic		$	0.00	$	0.10
Earnings Per Share - Basic						Earnings Per Share - Basic	$	0.08	$	0.19

Income (Loss) Per Share - Diluted
Earnings Per Share - Diluted						Earnings Per Share - Diluted
Numerator:	Numerator:					Numerator:
Net income attributable to Stagwell Inc. common shareholders	Net income attributable to Stagwell Inc. common shareholders	$	443	$	12,675	Net income attributable to Stagwell Inc. common shareholders	$	10,463	$	23,138
Net income (loss) attributable to Class C shareholders		(3,165)		17,721
Net income attributable to Class C shareholders						Net income attributable to Class C shareholders	14,020		31,741
		$	(2,722)	$	30,396		$	24,483	$	54,879

Denominator:	Denominator:					Denominator:
Basic - Weighted Average number of common shares outstanding	Basic - Weighted Average number of common shares outstanding	125,199		122,285		Basic - Weighted Average number of common shares outstanding	126,425		124,367

Stock appreciation right awards	Stock appreciation right awards	1,929		2,041		Stock appreciation right awards	1,966		1,941
Restricted share and restricted unit awards	Restricted share and restricted unit awards	1,769		2,786		Restricted share and restricted unit awards	3,212		4,959
Class A Shares	Class A Shares	128,897		127,112		Class A Shares	131,603		131,267
Class C shares	Class C shares	160,909		170,372		Class C shares	164,811		167,576

Dilutive - Weighted average number of common shares outstanding	Dilutive - Weighted average number of common shares outstanding	289,806		297,484		Dilutive - Weighted average number of common shares outstanding	296,414		298,843

Income (Loss) Per Share - Diluted		$	(0.01)	$	0.10
Earnings Per Share - Diluted						Earnings Per Share - Diluted	$	0.08	$	0.18

Restricted stock awards of ~~0.7~~3.7 million and 1.0 million as of ~~March 31,~~June 30, 2023 and 2022, respectively, were excluded from the computation of diluted ~~loss~~earnings (loss) per common share because the performance contingencies necessary for vesting were not met as of the reporting date.

5. Deferred Acquisition Consideration

Deferred acquisition consideration on the Unaudited Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period within Office and general expenses on the Unaudited Consolidated Statements of Operations.

1822

The following table presents changes in ~~contingent~~ deferred acquisition consideration, measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023 and December 31, 2022:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
		(dollars in thousands)					(dollars in thousands)
Beginning balance	Beginning balance	$	161,323	$	222,369	Beginning balance	$	161,323	$	222,369
Payments(1)	Payments(1)	—		(73,963)		Payments(1)	(51,889)		(74,963)
Adjustments to deferred acquisition consideration ~~(1)~~(2)	Adjustments to deferred acquisition consideration ~~(1)~~(2)	4,088		(12,779)		Adjustments to deferred acquisition consideration ~~(1)~~(2)	4,480		(12,779)
Additions	Additions	—		26,594		Additions	—		26,594
Currency translation adjustment and other		273		(898)

Currency translation adjustment						Currency translation adjustment	528		(758)
Other						Other	27		860
Ending balance ~~(2)~~(3)	Ending balance ~~(2)~~(3)	$	165,684	$	161,323	Ending balance ~~(2)~~(3)	$	114,469	$	161,323

(1) Includes deferred acquisition consideration payments settled in the shares of Class A Common Stock of $20.1 million and $1.0 million, respectively, for the period ended June 30, 2023 and December 31, 2022.

(2) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments.

~~(2)~~(3) The contingent and fixed deferred acquisition consideration obligation was ~~$71.8~~$71.2 million and ~~$93.9~~$43.3 million, respectively, as of ~~March 31,~~June 30, 2023 and ~~$68.9~~$69.9 million and ~~$92.4~~$91.4 million, respectively, as of December 31, 2022. In addition, ~~$51.5~~$31.2 million of the deferred acquisition consideration is expected to be settled in the ~~Company’s~~ shares of Class A Common Stock.

6. Leases

The Company leases office space in North America, Europe, Asia, South America, Africa, and Australia. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2023 through 2034. The Company’s finance leases are immaterial.

Lease costs are recognized in the Unaudited Consolidated Statements of Operations over the lease term on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset.

Some of the Company’s leases include options to extend or renew the leases through 2044. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option.

From time to time, the Company enters into sublease arrangements with unrelated third parties. These leases are classified as operating leases and expire between years 2023 through 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America and Europe.

As of ~~March 31,~~June 30, 2023, the Company entered into ~~two~~four operating leases for which the commencement date has not yet occurred primarily because of the premises being prepared for occupancy by the landlord. Accordingly, these ~~two~~four leases represent an obligation of the Company that is not reflected within the Unaudited Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023. The aggregate future liability related to these leases is approximately ~~$5.1~~$6.2 million.

The discount rate used for leases accounted for under ~~ASC~~the FASB’s Accounting Standards Codification (“ASC”) 842 is the Company’s collateralized credit adjusted borrowing rate.

1923

The following table presents lease costs and other quantitative information for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


		Three Months Ended March 31,			Three Months Ended June 30,				Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Lease Cost:	Lease Cost:		(dollars in thousands)					Lease Cost:	(dollars in thousands)
Operating lease cost	Operating lease cost		$	19,578		$	14,016	Operating lease cost	$	18,950	$	20,947	$	38,528	$	34,963
Variable lease cost	Variable lease cost		4,561			5,160		Variable lease cost	5,657		4,044		10,218		9,204
Sublease rental income	Sublease rental income		(3,052)			(3,276)		Sublease rental income	(2,564)		(4,216)		(5,616)		(7,492)
Total lease cost	Total lease cost		$	21,087		$	15,900	Total lease cost	$	22,043	$	20,775	$	43,130	$	36,675
Additional information:	Additional information:							Additional information:
Cash paid for amounts included in the measurement of lease liabilities for operating leases	Cash paid for amounts included in the measurement of lease liabilities for operating leases							Cash paid for amounts included in the measurement of lease liabilities for operating leases
Operating cash flows	Operating cash flows		$	22,347		$	22,781	Operating cash flows	$	21,925	$	24,352	$	44,272	$	47,133

Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments		$	2,135		$	14,162	Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	$	4,401	$	8,527	$	6,536	$	22,689

As of ~~March 31,~~June 30, 2023, the weighted average remaining lease term (in years) and weighted average discount rate were ~~6.3~~6.1 and 4.6%, respectively.

Operating lease expense is included in Office and general expenses in the Unaudited Consolidated Statements of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial.

In each of the three and six months ended June 30, 2023, the Company recorded a charge of $9.2 million to reduce the carrying value of two of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets related to agencies within the Integrated Agencies Network.

In the six months ended June 30, 2022, the Company recorded a charge of $0.3 million, to reduce the carrying value of one of its right-of-use lease assets. The right-of-use lease asset related to an agency within the Media Network.

With regard to the aforementioned impairments, the Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using estimated sublease income to develop expected future cash flows, it was determined that the fair value of the assets were less than their carrying value. The impairment charges are included in Impairment and other losses within the Unaudited Consolidated Statements of Operations.

The following table presents minimum future rental payments under the Company’s leases as of ~~March 31,~~June 30, 2023 and their reconciliation to the corresponding lease liabilities:


		Maturity Analysis			Maturity Analysis
		(dollars in thousands)			(dollars in thousands)
Remaining 2023	Remaining 2023	$	68,803	Remaining 2023	$	47,657
2024	2024	78,098		2024	79,186
2025	2025	60,457		2025	61,160
2026	2026	45,148		2026	45,716
2027	2027	40,652		2027	41,230
Thereafter	Thereafter	120,424		Thereafter	120,594
Total	Total	413,582		Total	395,543
Less: Present value discount	Less: Present value discount	(58,665)		Less: Present value discount	(55,161)
Lease liability	Lease liability	$	354,917	Lease liability	$	340,382

7. Debt

As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
		(dollars in thousands)					(dollars in thousands)
Credit Agreement	Credit Agreement	$	150,000	$	100,000	Credit Agreement	$	402,000	$	100,000
5.625% Notes	5.625% Notes	1,100,000		1,100,000		5.625% Notes	1,100,000		1,100,000
Debt issuance costs	Debt issuance costs	(14,719)		(15,293)		Debt issuance costs	(14,570)		(15,293)
Total long-term debt	Total long-term debt	$	1,235,281	$	1,184,707	Total long-term debt	$	1,487,430	$	1,184,707

Interest expense related to long-term debt included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2023 was $22.4 million and $40.6 million, respectively, and for the three and six months ended June 30, 2022 was ~~$18.3~~$17.7 million and ~~$18.3~~$35.9 million, respectively.

The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2023 was $1.2 million and $1.8 million, respectively, and for the three and six months ended June 30, 2022 was $0.6 million and ~~$0.6~~$1.2 million, respectively.

Revolving Credit Agreement

The Company is party to a ~~credit agreement with a syndicate of banks consisting of a $500.0 million~~ senior secured revolving credit facility with a five-year maturity with a syndicate of banks (the “Credit Agreement”) ~~as of March 31, 2023. See Note 1 of~~. On May 4, 2023, the ~~Notes included herein for additional information related to the amendment to~~Company amended the Credit ~~Agreement.~~Agreement to, among other things, increase the revolving commitments under the Credit Agreement by $140.0 million from $500.0 million to $640.0 million and permit restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million.

The Credit Agreement contains sub-limits for revolving loans denominated in pounds and euros not to exceed the U.S. dollar equivalent of $50.0 million in pounds and $50.0 million in euros and $100.0 million in the aggregate. Additionally, the Credit Agreement contains a $15.0 million sub-limit for letters of credit denominated in pounds or euros. It also includes an accordion feature under which the Company may request, subject to lender approval and certain conditions, to increase the amount of the commitments to an aggregate amount not to exceed $650.0 million.

Borrowings pursuant to the Credit Agreement bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50% and (c) the Secured Overnight Financing Rate (“SOFR”) plus ~~) and ii)~~0.10%, plus 1% in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement) at that time or (ii) the SOFR rate plus 0.10% plus the applicable margin (calculated based on the borrowers’ total leverage ratio) at that time.

Advances under the Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium. The Credit Agreement commitment may be reduced by the Company from time to time. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity within five years of the date of the Credit Agreement.

The Credit Agreement contains a number of financial and nonfinancial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of ~~March 31,~~June 30, 2023.

A portion of the Credit Agreement in an amount not to exceed $50.0 million is available for the issuance of standby letters of credit. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company had issued undrawn outstanding letters of credit of ~~$24.6~~$22.4 million and $25.3 million, respectively.

Senior Notes

The Company had $1.1 billion aggregate principal amount of 5.625% senior notes (“5.625% Notes”) outstanding as of ~~March 31, 2023.~~June 30, 2023. The 5.625% Notes are due August 15, 2029 and bear interest of 5.625% to be paid on February 15 and August 15 of each year, commencing on February 15, 2022.

The 5.625% Notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries. The 5.625% Notes rank (i) equally in right of payment with all of the Company’s or any guarantor’s existing and future unsubordinated indebtedness, (ii) senior in right of payment to the Company’s or any guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to any of the Company’s or any guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that are not guarantors.

Our obligations under the 5.625% Notes are unsecured and are effectively junior to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. Borrowings under the Credit Agreement are secured by

substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary.

The Company may, at its option, redeem the 5.625% Notes in whole at any time or in part from time to time, on and after August 15, 2024 at a redemption price of 102.813% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2024, at a redemption price of 101.406% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2025 and at a redemption price of 100% of the principal amount thereof if redeemed on August 15, 2026 and thereafter. Prior to August 15, 2024, the Company may, at its option, redeem some or all of the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus a “make whole” premium and accrued and unpaid interest. The Company may also redeem, at its option, prior to August 15, 2024, up to 40% of the 5.625% Notes with the net proceeds from one or more equity offerings at a redemption price of 105.625% of the principal amount thereof.

If the Company experiences certain kinds of changes of control (as defined in the indenture), holders of the 5.625% Notes may require the Company to repurchase any 5.625% Notes held by them at a price equal to 101% of the principal amount of the 5.625% Notes plus accrued and unpaid interest. In addition, if the Company sells assets under certain circumstances, it ~~must~~may be required to use the net sale proceeds (as defined in the indenture) to offer to repurchase the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus accrued and unpaid ~~interest.~~interest, up to the net sale proceeds amount.

The indenture includes covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries (as defined in the indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or

repurchase the capital stock of the Company; make certain types of investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of the Company’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 5.625% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants as of ~~March 31,~~June 30, 2023.

8. Noncontrolling and Redeemable ~~Noncontrolling Interests~~

Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholder’s Equity in the Unaudited Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

The following table presents ~~net~~Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between holders of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) and other equity interest holders for the three and six months ended ~~March 31,~~June 30, 2023 and 2022:


		Three Months Ended March 31,			Three Months Ended June 30,				Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
			(dollars in thousands)						(dollars in thousands)
Net income (loss) attributable to Class C shareholders	Net income (loss) attributable to Class C shareholders		$	(3,165)		$	17,721	Net income (loss) attributable to Class C shareholders	$	(4,552)	$	14,020	$	(7,717)	$	31,741
Net income attributable to other equity interest holders			248			816
Net income (loss) attributable to other equity interest holders								Net income (loss) attributable to other equity interest holders	(29)		980		219		1,796
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests		$	(2,917)		$	18,537	Net income (loss) attributable to noncontrolling interests	$	(4,581)	$	15,000	$	(7,498)	$	33,537
Net income (loss) attributable to redeemable noncontrolling interests								Net income (loss) attributable to redeemable noncontrolling interests	(971)		(944)		(3,514)		1,466
Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests								Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests	$	(5,552)	$	14,056	$	(11,012)	$	35,003

The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of ~~March 31,~~June 30, 2023 and December 31, 2022:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
		(dollars in thousands)					(dollars in thousands)
Noncontrolling interest of Class C shareholders	Noncontrolling interest of Class C shareholders	$	401,427	$	428,406	Noncontrolling interest of Class C shareholders	$	408,960	$	428,406
Noncontrolling interest of other equity interest holders	Noncontrolling interest of other equity interest holders	30,412		33,691		Noncontrolling interest of other equity interest holders	29,339		33,691
Total noncontrolling interests	Total noncontrolling interests	$	431,839	$	462,097	Total noncontrolling interests	$	438,299	$	462,097

~~Redeemable Noncontrolling Interests~~

The following table presents changes in redeemable noncontrolling interests:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
		(dollars in thousands)					(dollars in thousands)
Beginning balance	Beginning balance	$	39,111	$	43,364	Beginning balance	$	39,111	$	43,364
Redemptions	Redemptions	(2,923)		(4,222)		Redemptions	—		(1,400)

Distributions						Distributions	(4,399)		(2,822)
Changes in redemption value	Changes in redemption value	(1,076)		(8,711)		Changes in redemption value	(2,942)		(8,711)

Net income (loss) attributable to redeemable noncontrolling interests	Net income (loss) attributable to redeemable noncontrolling interests	(2,543)		8,135		Net income (loss) attributable to redeemable noncontrolling interests	(3,514)		8,135
Other	Other	(52)		545		Other	(127)		545
Ending balance	Ending balance	$	32,517	$	39,111	Ending balance	$	28,129	$	39,111

The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2023 to 2027. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

The redeemable noncontrolling interest of ~~$32.5~~$28.1 million as of ~~March 31,~~June 30, 2023, consists of ~~$28.7~~$24.4 million, assuming that the subsidiaries ~~perform over the relevant periods at their current profit levels,~~meet certain performance metrics, and ~~$3.8~~$3.7 million upon termination of such owner’s employment with the applicable subsidiary or death.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. ~~There~~As such, there is no related impact on the Company’s ~~income~~earnings per share ~~calculations.~~calculations for the three and six months ended June 30, 2023 and 2022.

Comprehensive Loss Attributable to Noncontrolling and Redeemable Noncontrolling Interests

For the three months ended ~~March 31,~~June 30, 2023, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $2.6 million, which consists of $5.6 million of net loss and $2.9 million of other comprehensive income.

For the six months ended June 30, 2023, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was ~~$26.7~~$29.3 million, which consists of ~~$5.5~~$11.0 million of net loss and ~~$21.3~~$18.3 million of other comprehensive loss.

9. Commitments, Contingencies, and Guarantees

Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.

Guarantees. Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying unaudited consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and

indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Commitments. At ~~March 31,~~June 30, 2023, the Company had ~~$24.6~~$22.4 million of undrawn letters of credit outstanding.

The Company entered into ~~two~~four operating leases for which the commencement date has not yet occurred as of ~~March 31,~~June 30, 2023. See Note 6 of the Notes included herein for additional information.

In the ordinary course of business, the Company may enter into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of ~~March 31,~~June 30, 2023, the Company estimates its future minimum commitments under these non-cancellable agreements to be: ~~$6.4~~$4.4 million, ~~$5.8~~$6.2 million, ~~$5.4~~$6.0 million, ~~$3.9~~$3.4 million, ~~$3.2~~$2.6 million and ~~$7.8~~$6.3 million for the remainder of 2023, 2024, 2025, 2026, 2027, and thereafter, respectively.

10. Share Capital

The authorized and outstanding share capital of the Company is below.

Class A Common Stock

There are 1.0 billion shares of Class A Common Stock authorized, of which 116.0 million shares were issued and outstanding as of June 30, 2023. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company.

Class B Common Stock

During the three months ended June 30, 2023, each remaining share of Class B Common Stock par value $0.001 per share (the “Class B Common Stock”) then issued and outstanding or held by the Company was reclassified as and converted into 1.25 shares of Class A Common Stock, with any fractional shares to which a holder of shares of Class B Common Stock would have been entitled rounded up to the nearest whole share of Class A Common Stock. As a result, there were no shares of Class B Common Stock issued and outstanding as of June 30, 2023.

Class C Common Stock

There are 250.0 million shares of Class C Common Stock authorized, of which 151.6 million shares were issued and outstanding as of June 30, 2023. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC (“OpCo”) (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A Common Stock).

In the three and six months ended June 30, 2023, holders of the Paired Units exchanged approximately 9.3 million Paired Units for the same number of shares of Class A Common Stock.

Class A Common Stock Repurchases

The Company may purchase shares of Class A Common Stock under its stock repurchase program (the “Repurchase Program”) as well as repurchases outside of the Repurchase Program.

On March 1, 2023, the ~~Board~~Company’s board of directors (the “Board”) authorized an extension and a $125.0 million increase in the size of the ~~Company’s stock repurchase program (the “Repurchase Program”)~~Repurchase Program to an aggregate of $250.0 million, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program, as amended, will expire on March 1, 2026.

Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. Our board of directors will review the Repurchase Program periodically and may authorize adjustments of its terms.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, ~~there were 2.6~~6.1 million shares of Class A Common Stock were repurchased ~~under~~pursuant to the Repurchase Program at an aggregate value, excluding fees, of ~~$17.9~~$39.8 million. These shares were ~~purchased~~repurchased at an average price of ~~$6.91~~$6.55 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was ~~$180.4~~$158.4 million as of ~~March 31,~~June 30, 2023.

OnIn addition to the repurchases under the Repurchase Program, on May 9,23, 2023, the Company ~~agreed to repurchase~~repurchased approximately 23.3 million shares from AlpInvest Partners at a share price of $6.43, for an aggregate total value of approximately $150.0 million. See Note 1 of the Notes included herein for additional information regarding the repurchase.

~~The authorized and outstanding share capital of the Company is below:~~

~~Class A Common Stock~~

~~There are 1.0 billion~~ shares of Class A Common Stock ~~authorized,~~from certain affiliates of AlpInvest Partners B.V. at a price of $6.43 per share, for an aggregate total repurchase price of approximately $150.0 million.

Employee Stock Purchase Plan

In March 2023, the Board adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), which ~~129.8~~was approved at the Company’s annual meeting of shareholders held on June 14, 2023. A total of 3.0 million shares ~~were issued and outstanding as of March 31, 2023. Each share~~ of Class A Common Stock ~~carries one vote and entitles its holder~~is reserved for sale under the ESPP to ~~dividends equal to or greater than each share of~~ ~~Class B Common Stock,~~eligible employees as defined ~~below~~.

~~Class B Common Stock~~

There are 5.0 thousand shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”) authorized, of which 2.3 thousand shares were issued and outstanding as of March 31, 2023. Each share of Class B Common Stock carries twenty votes each, and is convertible at any time at the option of the holder into one share of Class A Common Stock.

~~Class C Common Stock~~

There are 250.0 million shares of Class C Common Stock authorized, of which 160.9 million shares were issued and outstanding as of March 31, 2023. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the ~~Company. Each share~~plan. Under the ESPP, eligible employees can elect to withhold up to 15% of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC ("OpCo") (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units fortheir earnings, subject to certain maximums, to purchase shares of Class A Common Stock on ~~a one-to-one basis (i.e., one Paired Unit~~certain plan-defined dates. The purchase price for ~~one share~~each offering period is 92.5% of the fair market value of shares of Class A Common ~~Stock).~~Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.

~~There~~During the three and six months ended June 30, 2023, there were no ~~Paired Units exchanged during~~material costs incurred by the ~~three months ended March 31, 2023.~~Company related to the ESPP and contributions to the ESPP were nominal.

11. Fair Value Measurements

A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below:

•Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

•Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022
Carrying
Amount Fair Value Carrying
Amount Fair Value
(dollars in thousands)
5.625% Notes $ 1,100,000 $ 962,500 $ 1,100,000 $ 902,000


	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(dollars in thousands)
5.625% Notes	$	1,100,000	$	943,250	$	1,100,000	$	902,000

The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of ~~March 31,~~June 30, 2023, the discount rate used to measure these liabilities ~~was~~ranged from 5.2% to 5.3%.

As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Unaudited Consolidated Balance Sheets are subject to material uncertainty.

See Note 5 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.

As of ~~March 31,~~June 30, 2023 and December 31, 2022, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.

The Company ~~did not recognize~~recognized an impairment of ~~goodwill,~~an intangible ~~assets or~~asset for the three and six months ended June 30, 2023. See Note 12 of the Notes included herein for additional information.

The Company recognized an impairment of right-of-use lease assets for the three and six months ended ~~March 31, 2023.~~June 30, 2023 and for the six months ended June 30, 2022. See Note 6 of the Notes included herein for additional information.

12. Supplemental Information

Stock Based Awards

Stock-based compensation recognized for awards authorized under the Company’s employee stock incentive plans during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 was ~~$7.4~~$19.4 million and ~~$7.2~~$16.6 million, respectively. This increase was included as a component of stock-based compensation in Office and general expenses and Cost of services within the Unaudited Consolidated Statements of Operations.

On June 14, 2023, the Company’s compensation committee approved the modification of certain stock appreciation right awards. The modification provides the grantees the option to settle the awards in either cash or Class A Common Stock. As a result, the Company recognized $3.9 million of incremental stock-based compensation expense for the three and six months ended June 30, 2023 and a liability of $8.5 million as of June 30, 2023. The incremental expense is included in Office and general expenses in the Unaudited Consolidated Statement of Operations. The associated liability is included in Accruals and other liabilities in the Unaudited Consolidated Balance Sheets.

Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, ~~and~~with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards was ~~$24.9~~$19.2 million and $21.0 million at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, and is included as a component of Accruals and other liabilities and Other liabilities on the Unaudited Consolidated Balance Sheets. Stock-based compensation recognized for these awards was ~~$4.6~~$3.1 million and ~~$0.7~~$4.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively. This was included as a component of stock-based compensation in Cost of services within the Unaudited Consolidated Statements of Operations.

Transfer of Accounts Receivable

The Company transfers certain of its trade receivable assets to third parties under agreements to sell certain of its accounts receivables. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer.

The trade receivables transferred to the third parties were ~~$82.0~~$146.5 million and ~~$7.5~~$46.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively. The amount collected and due to the third parties under these arrangements was ~~$2.4~~$2.3 million as of ~~March 31,~~June 30, 2023 and $5.7 million as of December 31, 2022. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled ~~$1.3~~$2.4 million and ~~less than $0.1~~$0.2 million for the six months ended June 30, 2023 and 2022, respectively.

Impairment and Other Losses

The Company recognized an impairment and other losses charge of $10.6 million for the six months ended June 30, 2023 related to the impairment of an intangible asset totaling $1.4 million, right-of-use lease assets totaling $6.1 million and its related leasehold improvements totaling $3.1 million.

The intangible asset impairment related to the discontinuation of a trade name in the Brand Performance Network reportable segment.

The Company recognized an impairment and other losses charge of $2.3 million and $2.8 million for the three and six months ended ~~March 31, 2023 and~~June 30, 2022, respectively.

Current Expected Credit Losses

The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. The adoption resulted in an increase in the allowance for accounts receivables and a decrease to opening Retained ~~Earnings~~earnings of $2.1 million, of which ~~$1.2~~$1.4 million was subsequently allocated to noncontrolling interests. These amounts are presented within the “Other” line on the Statement of Shareholders’ Equity.

13. Income Taxes

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods.

The Company had an income tax expense for the three months ended ~~March 31,~~June 30, 2023 of ~~$2.4~~$5.7 million (on a pre-tax loss of ~~$2.4~~$4.3 million resulting in an effective tax rate of ~~(99.1)~~(132.6)%) compared to income tax expense of ~~$3.2~~$5.4 million (on pre-tax income of ~~$35.8~~$30.1 million resulting in an effective tax rate of ~~8.9%~~18.0%) for the three months ended ~~March 31,~~June 30, 2022.

The difference in the effective tax rate of ~~(99.1)~~(132.6)% in the three months ended ~~March 31,~~June 30, 2023, as compared to ~~8.9%~~18.0% in the three months ended ~~March 31,~~June 30, 2022, is due to the pre-tax loss and the tax impact of impairments in the three months ended June 30, 2023 and out-of-period adjustments. See Note 1 in the Notes to the Unaudited Consolidated Financial Statements.

The Company had an income tax expense for the six months ended June 30, 2023 of $8.1 million (on a pre-tax loss of $6.7 million resulting in an effective tax rate of (120.6)%) compared to income tax expense of $8.6 million (on pre-tax income of $65.9 million resulting in an effective tax rate of 13.1%) for the six months ended June 30, 2022.

The difference in the effective tax rate of (120.6)% in the six months ended June 30, 2023, as compared to 13.1% in the six months ended June 30, 2022, is due to the pre-tax loss and the tax benefit of impairments offset by an increase in valuation allowance, ~~and an~~ increase in uncertain tax positions, lower share-based compensation windfalls and out-of-period adjustments in 2023. See Note 1 in the Notes to the Unaudited Consolidated Financial Statements.

It is reasonably possible that over the next twelve months the amount of unrecognized tax benefits may decrease by up to ~~$2.6~~$2.3 million based on expected settlements.

Tax Receivables Agreement

In connection with the Tax Receivable Agreement (“TRA”), the Company is required to make cash payments to Stagwell Media LP (“Stagwell Media”) equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (defined in Note 10) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA. The TRA liability is an estimate and actual amounts payable under the TRA could differ from this estimate.

In the first quarter of 2022, the Company had its first exchange of Paired Units for shares of Class A Common Stock and recorded its initial TRA liability. Further exchanges were made in subsequent quarters in 2022. No exchanges were made in the first ~~quarter~~half of 2023. As of ~~March 31,~~June 30, 2023, the Company has recorded a TRA liability of $28.7 million and an associated deferred tax asset of $33.8 million.

2631

14. Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a third party receives services from the Company:


		Total Transaction Value			Revenue									Due From Related Party													Total Transaction Value		Revenue									Due From Related Party
				Three Months Ended March 31,				March 31, 2023				December 31, 2022							Total Transaction Value						Three Months Ended June 30,				Six Months Ended June 30,					June 30, 2023		December 31, 2022
Services	Services				2023					2022																		Total Transaction Value		2023			2022							June 30, 2023			December 31, 2022
			(dollars in thousands)																			(dollars in thousands)
Marketing and advertising services (1)	Marketing and advertising services (1)		Continuous (7)					$	694			$	—				$	1,043					$	1,029		Marketing and advertising services (1)								$	444	$	147	$	1,158		$	147				$	841	$	1,029
Marketing and advertising services (2)	Marketing and advertising services (2)	$3,576 and Continuous (7)				378				564					5,939					4,831			Marketing and advertising services (2)						$3,576 and Continuous (7)		215			507		593		1,072						4,840		4,831
Marketing and website development services (3)	Marketing and website development services (3)	$5,884 and Continuous (7)				778				2,468					—					488			Marketing and website development services (3)						$7,605 and Continuous (7)		1,133			2,352		1,943		4,677						299		488
Polling services (4)	Polling services (4)	$1,123				89				48					—					280			Polling services (4)						$1,233		140			140		292		210						95		280
Polling services (5)	Polling services (5)	$683				39				—					158					—			Polling services (5)						$683		109			368		166		368						118		—
Polling services (6)	Polling services (6)	$3,450				—				164					—					—			Polling services (6)						$5,196		956			711		956		953						413		—

Total	Total					$	1,978			$	3,244				$	7,140				$	6,628		Total								$	2,997		$	4,225	$	5,108	$	7,427					$	6,606	$	6,628

(1) A member of the Company’s board of directors holds an executive leadership position or is on the board of directors of the client.

(2) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client.

(3) Client has a significant interest in the Company.

(4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client.

(5) A family member of the Company’s President holds a key leadership position in the client.

(6) Founder of the client has significant interest in the Company.

(7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value.

In 2019, a Brand entered into a loan agreement with a ~~third~~related party who holds a minority interest in the Brand. The loan receivable of ~~$3.1~~$1.4 million and $3.6 million due from the third party is included within Other current assets in the Company’s Unaudited Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company recognized less than $0.1 million and $0.1 million for the three and six months ended ~~March 31,~~June 30, 2023, respectively, and less than $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively, of interest income within Interest expense, net on its Unaudited Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred ~~$0.2~~$0.5 million and ~~$0.1~~$0.7 million of related party expense for the three and six months ended ~~March 31,~~June 30, 2023, respectively and $0.5 million and $0.7 million for the three and six months ended June 30, 2022, respectively. As of ~~March 31,~~June 30, 2023 and December 31, 2022, ~~$0.8~~$0.5 million and ~~$1.4~~$1.3 million, respectively, was due to the third party.

In 2022, the Company made loans to three employees of a subsidiary each in the amount of approximately $0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct.

15. Segment Information

allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative

analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.

The CODM uses Adjusted EBITDA (defined below) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items.

The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” This segment also includes the elimination of intercompany revenue. The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.

•The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows: Anomaly Alliance (Anomaly, Concentric and Scout (Brands)), Constellation (72andSunny, Colle McVoy, Hunter, Instrument, Redscout, Team Enterprises, Storyline, and Harris Insights), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, and Yamamoto (Brands)), Code and Theory (Code and Theory and Y Media Labs) and National Research Group.

These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them.

•The Brand Performance Network (“BPN”) is comprised of a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Crispin Porter Bogusky, Forsman & Bodenfors, Goodstuff, MMI Agency, digital creative & transformation consultancy Gale, B2B specialist Multiview, Observatory, Vitro, CX specialists Kenna, and travel media experts Ink.

•The Communications Network reportable segment is comprised of a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and consists of our Allison & Partners, SKDK, and Targeted Victory brands.

•All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud, including Maru and Epicenter, and products such as PRophet and ARound.

•Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the

corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category.

Three Months Ended March 31,
2023 2022
(dollars in thousands)
Revenue:
Integrated Agencies Network $ 329,792 $ 348,751
Brand Performance Network 213,340 197,787
Communications Network 66,460 93,255
All Other 12,852 3,110
Total Revenue $ 622,444 $ 642,903
Adjusted EBITDA:
Integrated Agencies Network $ 59,385 $ 68,888
Brand Performance Network 23,421 31,248
Communications Network 4,013 16,438
All Other (3,805) (124)
Corporate (10,792) (15,038)
Total Adjusted EBITDA $ 72,222 $ 101,412
Depreciation and amortization $ (33,477) $ (31,204)
Impairment and other losses — (557)
Stock-based compensation (12,004) (8,021)
Deferred acquisition consideration (4,088) (1,897)
Other items, net (6,420) (5,073)
Total Operating Income $ 16,233 $ 54,660
Other Income (expenses):
Interest expense, net $ (18,189) $ (18,729)
Foreign exchange, net (670) (306)
Other, net 220 156
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates (2,406) 35,781
Income tax expense 2,384 3,189
Income (loss) before equity in earnings of non-consolidated affiliates (4,790) 32,592
Equity in income (loss) of non-consolidated affiliates (227) 1,030
Net income (loss) (5,017) 33,622
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (20,947)
Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(dollars in thousands)
Revenue:
Integrated Agencies Network	$	354,341	$	377,176	$	684,133	$	725,927
Brand Performance Network	188,028		194,296		401,368		392,083
Communications Network	81,296		98,762		147,756		192,017
All Other	8,600		2,679		21,452		5,789
Total Revenue	$	632,265	$	672,913	$	1,254,709	$	1,315,816

Adjusted EBITDA:
Integrated Agencies Network	$	74,815	$	70,376	$	134,200	$	139,264
Brand Performance Network	20,773		33,699		44,194		64,947
Communications Network	14,447		17,162		18,460		33,600
All Other	(2,356)		(485)		(6,161)		(609)
Corporate	(16,511)		(9,433)		(27,303)		(24,471)
Total Adjusted EBITDA	$	91,168	$	111,319	$	163,390	$	212,731

Depreciation and amortization	$	(35,488)	$	(32,231)	$	(68,965)	$	(63,435)
Impairment and other losses	(10,562)		(2,266)		(10,562)		(2,823)
Stock-based compensation	(10,546)		(13,131)		(22,550)		(21,152)
Deferred acquisition consideration	(392)		(13,472)		(4,480)		(15,369)
Other items, net	(12,918)		(1,887)		(19,338)		(6,960)
Total Operating Income	$	21,262	$	48,332	$	37,495	$	102,992

Other Income (expenses):
Interest expense, net	$	(23,680)	$	(18,151)	$	(41,869)	$	(36,880)
Foreign exchange, net	(1,478)		70		(2,148)		(236)
Other, net	(416)		(121)		(196)		35
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	(4,312)		30,130		(6,718)		65,911
Income tax expense	5,717		5,421		8,101		8,610
Income (loss) before equity in earnings of non-consolidated affiliates	(10,029)		24,709		(14,819)		57,301
Equity in income (loss) of non-consolidated affiliates	(216)		(190)		(443)		840
Net income (loss)	(10,245)		24,519		(15,262)		58,141
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	5,552		(14,056)		11,012		(35,003)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,693)	$	10,463	$	(4,250)	$	23,138

The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.

See Note 3 of the Notes included herein for a summary of the Company’s revenue by geographic region for the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

2934

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based on and should be read in conjunction with our unaudited consolidated financial statements and the notes related thereto included in Part 1, Item 1 of this Form 10-Q. The following discussion and analysis contains forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Note about Forward-Looking Statements” in this Form 10-Q and “Forward-Looking Statements” and “Risk Factors” in our 2022 Form 10-K. The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable GAAP financial measures are below.

In this section, the terms “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries. References to a “fiscal year” mean the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2023 means the period beginning January 1, 2023, and ending December 31, 2023).

Executive Summary

Overview

Stagwell conducts its business through its networks, which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. Stagwell’s differentiation lies in its creative roots and proven entrepreneurial leaders, which together with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. Stagwell leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are technologically forward and media-agnostic. The Company’s strategy is intended to challenge the industry status quo, realize outsized returns on investment, and drive transformative growth and business performance for its clients and stakeholders.

Stagwell manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenue, operating expenses, capital expenditures and the non-GAAP financial measures described below. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth from existing clients and the addition of new clients, (iii) growth by principal capability, (iv) growth from currency changes, and (v) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our networks. These indicators may include a network’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the network’s next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.

~~Recent Developments~~

In March 2023, the Company’s board of directors (the “Board”) adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), which will be submitted for approval at the Company’s annual meeting of shareholders in June 2023. If the ESPP is approved, a total of 3 million shares of Class A common stock, par value $.001 per share (the “Class A Common Stock”) will be reserved for sale under the ESPP to eligible employees as defined in the plan. ~~Under the ESPP, eligible employees can elect to withhold up to~~ ~~15%~~ of their earnings, up to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.

Significant Factors Affecting our Business and Results of Operations

The most significant factors affecting our business and results of operations include national, regional, and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. The two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the digital and data-driven

products that our ~~Brands~~portfolio of marketing services firms, which we refer to as “Brands,” offer. A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain a Brand that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Clients also change firms as a result of the firm’s failure to meet marketing performance targets or other expectations in client service delivery.

Seasonality

Historically, we typically generate the highest quarterly revenue during the fourth quarter in each year. In addition, within our Communications Network, client concentration increases during election years due to the cyclical nature of our advocacy Brands. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled

measures determined in accordance with GAAP. The non-GAAP financial measures included are “organic revenue growth or decline,” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”

“Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the Brands that the Company has held throughout each of the comparable periods presented, and (b) “Net acquisitions (divestitures).” Net acquisitions (divestitures) consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or the same prior year period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.

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

Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) (a) the weighted average number of common shares outstanding plus (b) the weighted average number of shares of Class C common Stock outstanding. Other items includes restructuring costs, acquisition-related expenses, and non-recurring items. The diluted weighted average shares outstanding include shares of Class C Common Stock as if converted to shares of Class A Common Stock to calculate Adjusted Diluted EPS.

All amounts are in dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.

The percentage changes included in the tables in Item 2 herein that are not considered meaningful are presented as “NM.”

Segments

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.

The CODM uses Adjusted EBITDA as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.

The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes to the Unaudited Consolidated Financial Statements included herein and Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2022 Form 10-K.

In addition, Stagwell reports its corporate office expenses incurred in connection with the strategic resources provided to the networks, as well as certain other centrally managed expenses that are not fully allocated to the operating segments as Corporate. Corporate provides client and business development support to the networks as well as certain strategic resources, including accounting, administrative, financial, real estate, human resource and legal functions.

The following discussion focuses on the operating performance of the Company for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 and the financial condition of the Company as of ~~March 31,~~June 30, 2023.

3237

Results of Operations:


		Three Months Ended March 31,			Three Months Ended June 30,					Six Months Ended June 30,
			2023			2022				2023		2022		2023		2022
			(dollars in thousands)					(dollars in thousands)
Revenue:	Revenue:								Revenue:
Integrated Agencies Network	Integrated Agencies Network		$	329,792		$	348,751		Integrated Agencies Network	$	354,341	$	377,176	$	684,133	$	725,927
Brand Performance Network	Brand Performance Network		213,340			197,787			Brand Performance Network	188,028		194,296		401,368		392,083
Communications Network	Communications Network		66,460			93,255			Communications Network	81,296		98,762		147,756		192,017
All Other	All Other		12,852			3,110			All Other	8,600		2,679		21,452		5,789
Total Revenue	Total Revenue		$	622,444		$	642,903		Total Revenue	$	632,265	$	672,913	$	1,254,709	$	1,315,816

Operating Income	Operating Income		$	16,233		$	54,660		Operating Income	$	21,262	$	48,332	$	37,495	$	102,992

Other Income (Expenses):	Other Income (Expenses):								Other Income (Expenses):
Interest expense, net	Interest expense, net		(18,189)			(18,729)			Interest expense, net	$	(23,680)	$	(18,151)	$	(41,869)	$	(36,880)
Foreign exchange, net	Foreign exchange, net		(670)			(306)			Foreign exchange, net	(1,478)		70		(2,148)		(236)
Other, net	Other, net		220			156			Other, net	(416)		(121)		(196)		35
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	Income (loss) before income taxes and equity in earnings of non-consolidated affiliates		(2,406)			35,781			Income (loss) before income taxes and equity in earnings of non-consolidated affiliates	(4,312)		30,130		(6,718)		65,911
Income tax expense	Income tax expense		2,384			3,189			Income tax expense	5,717		5,421		8,101		8,610
Income (loss) before equity in earnings of non-consolidated affiliates	Income (loss) before equity in earnings of non-consolidated affiliates		(4,790)			32,592			Income (loss) before equity in earnings of non-consolidated affiliates	(10,029)		24,709		(14,819)		57,301
Equity in income (loss) of non-consolidated affiliates	Equity in income (loss) of non-consolidated affiliates		(227)			1,030			Equity in income (loss) of non-consolidated affiliates	(216)		(190)		(443)		840
Net income (loss)	Net income (loss)		(5,017)			33,622			Net income (loss)	(10,245)		24,519		(15,262)		58,141
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests		5,460			(20,947)			Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	5,552		(14,056)		11,012		(35,003)
Net income attributable to Stagwell Inc. common shareholders			$	443		$	12,675
Net income (loss) attributable to Stagwell Inc. common shareholders									Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,693)	$	10,463	$	(4,250)	$	23,138

Reconciliation to Adjusted EBITDA:	Reconciliation to Adjusted EBITDA:								Reconciliation to Adjusted EBITDA:
Net income attributable to Stagwell Inc. common shareholders			$	443		$	12,675
Net income (loss) attributable to Stagwell Inc. common shareholders									Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,693)	$	10,463	$	(4,250)	$	23,138
Non-operating items (1)	Non-operating items (1)		15,790			41,985			Non-operating items (1)	25,955		37,869		41,745		79,854
Operating income	Operating income		16,233			54,660			Operating income	21,262		48,332		37,495		102,992
Depreciation and amortization	Depreciation and amortization		33,477			31,204			Depreciation and amortization	35,488		32,231		68,965		63,435
Impairment and other losses	Impairment and other losses		—			557			Impairment and other losses	10,562		2,266		10,562		2,823
Stock-based compensation	Stock-based compensation		12,004			8,021			Stock-based compensation	10,546		13,131		22,550		21,152
Deferred acquisition consideration	Deferred acquisition consideration		4,088			1,897			Deferred acquisition consideration	392		13,472		4,480		15,369
Other items, net	Other items, net		6,420			5,073			Other items, net	12,918		1,887		19,338		6,960
Adjusted EBITDA	Adjusted EBITDA		$	72,222		$	101,412		Adjusted EBITDA	$	91,168	$	111,319	$	163,390	$	212,731

(1) Non-operating items includes items within the Statements of Operations, below Operating Income, and above Net income attributable to Stagwell Inc. common shareholders.
(1) Non-operating items includes items within the Statements of Operations, below Operating Income, and above Net income (loss) attributable to Stagwell Inc. common shareholders.									(1) Non-operating items includes items within the Statements of Operations, below Operating Income, and above Net income (loss) attributable to Stagwell Inc. common shareholders.

3338

THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2023 COMPARED TO THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2022

Consolidated Results of Operations

The components of operating results for the three months ended ~~March 31,~~June 30, 2023 compared to the three months ended ~~March 31,~~June 30, 2022 were as follows:


		Three Months Ended March 31,									Three Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Revenue	Revenue	$	622,444	$	642,903	$	(20,459)	(3.2)	%	Revenue	$	632,265	$	672,913	$	(40,648)	(6.0)	%
Operating Expenses	Operating Expenses									Operating Expenses
Cost of services	Cost of services	413,898		411,970		1,928		0.5	%	Cost of services	402,431		424,661		(22,230)		(5.2)	%
Office and general expenses	Office and general expenses	158,836		144,512		14,324		9.9	%	Office and general expenses	162,522		165,423		(2,901)		(1.8)	%
Depreciation and amortization	Depreciation and amortization	33,477		31,204		2,273		7.3	%	Depreciation and amortization	35,488		32,231		3,257		10.1	%
Impairment and other losses	Impairment and other losses	—		557		(557)		(100.0)	%	Impairment and other losses	10,562		2,266		8,296		NM
		$	606,211	$	588,243	$	17,968	3.1	%		$	611,003	$	624,581	$	(13,578)	(2.2)	%
Operating Income	Operating Income	$	16,233	$	54,660	$	(38,427)	(70.3)	%	Operating Income	$	21,262	$	48,332	$	(27,070)	(56.0)	%


		Three Months Ended March 31,									Three Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Net Revenue	Net Revenue	$	521,662	$	526,637	$	(4,975)	(0.9)	%	Net Revenue	$	539,060	$	556,316	$	(17,256)	(3.1)	%
Billable costs	Billable costs	100,782		116,266		(15,484)		(13.3)	%	Billable costs	93,205		116,597		(23,392)		(20.1)	%
Revenue	Revenue	622,444		642,903		(20,459)		(3.2)	%	Revenue	632,265		672,913		(40,648)		(6.0)	%

Billable costs	Billable costs	100,782		116,266		(15,484)		(13.3)	%	Billable costs	93,205		116,597		(23,392)		(20.1)	%
Staff costs	Staff costs	349,677		340,638		9,039		2.7	%	Staff costs	346,193		349,468		(3,275)		(0.9)	%
Administrative costs	Administrative costs	68,176		56,294		11,882		21.1	%	Administrative costs	66,192		66,349		(157)		(0.2)	%
Unbillable and other costs, net	Unbillable and other costs, net	31,587		28,293		3,294		11.6	%	Unbillable and other costs, net	35,507		29,180		6,327		21.7	%
Adjusted EBITDA	Adjusted EBITDA	72,222		101,412		(29,190)		(28.8)	%	Adjusted EBITDA	91,168		111,319		(20,151)		(18.1)	%
Stock-based compensation	Stock-based compensation	12,004		8,021		3,983		49.7	%	Stock-based compensation	10,546		13,131		(2,585)		(19.7)	%
Depreciation and amortization	Depreciation and amortization	33,477		31,204		2,273		7.3	%	Depreciation and amortization	35,488		32,231		3,257		10.1	%
Deferred acquisition consideration	Deferred acquisition consideration	4,088		1,897		2,191		NM		Deferred acquisition consideration	392		13,472		(13,080)		(97.1)	%
Impairment and other losses	Impairment and other losses	—		557		(557)		(100.0)	%	Impairment and other losses	10,562		2,266		8,296		NM
Other items, net	Other items, net	6,420		5,073		1,347		26.6	%	Other items, net	12,918		1,887		11,031		NM
Operating Income (1)	Operating Income (1)	$	16,233	$	54,660	$	(38,427)	(70.3)	%	Operating Income (1)	$	21,262	$	48,332	$	(27,070)	(56.0)	%

(1) See the Results of Operations section above for a reconciliation of Operating Income to Net Income attributable to Stagwell Inc. common shareholders.
(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.										(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.

Revenue

Revenue for the three months ended ~~March 31,~~June 30, 2023 was ~~$622.4~~$632.3 million, compared to ~~$642.9~~$672.9 million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$20.5~~$40.6 million.

3439

Net Revenue

The components of the fluctuations in net revenue for the three months ended ~~March 31,~~June 30, 2023 compared to the three months ended ~~March 31,~~June 30, 2022 were as follows:


			Net Revenue - Components of Change					Change			Net Revenue - Components of Change					Change
		Three Months Ended March 31, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended March 31, 2023	Organic	Total		Three Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2023	Organic	Total
		(dollars in thousands)									(dollars in thousands)
Integrated Agencies Network	Integrated Agencies Network	$303,666	$(2,793)	$2,465	$(10,434)	$(10,762)	$292,904	(3.4)%	(3.5)%	Integrated Agencies Network	$313,441	$(1,687)	$1,682	$(10,281)	$(10,286)	$303,155	(3.3)%	(3.3)%
Brand Performance Network	Brand Performance Network	155,482	(4,118)	5,911	5,659	7,452	162,934	3.6%	4.8%	Brand Performance Network	171,874	(2,444)	3,812	(7,581)	(6,213)	165,661	(4.4)%	(3.6)%
Communications Network	Communications Network	64,379	(281)	1,069	(12,195)	(11,407)	52,972	(18.9)%	(17.7)%	Communications Network	68,322	(94)	849	(7,433)	(6,678)	61,644	(10.9)%	(9.8)%
All Other	All Other	3,110	(157)	9,038	861	9,742	12,852	27.7%	NM	All Other	2,679	—	9,931	(4,010)	5,921	8,600	NM	NM
		$526,637	$(7,349)	$18,483	$(16,109)	$(4,975)	$521,662	(3.1)%	(0.9)%		$556,316	$(4,225)	$16,274	$(29,305)	$(17,256)	$539,060	(5.3)%	(3.1)%
Component % change	Component % change		(1.4)%	3.5%	(3.1)%	(0.9)%				Component % change		(0.8)%	2.9%	(5.3)%	(3.1)%

For the three months ended ~~March 31,~~June 30, 2023, organic net revenue decreased ~~$16.1~~$29.3 million, or ~~(3.1)%~~5.3%. The decrease in organic revenue was primarily attributable to the loss of clients, and a decline in spending by existing ~~clients, driven partially by lower advocacy services as compared to higher spending in the first quarter of 2022 associated with the 2022 elections.~~clients. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Maru, BNG, and ~~Maru.~~Wolfgang.

The geographic mix in net revenues for the three months ended ~~March 31,~~June 30, 2023 and 2022 ~~was~~is as follows:


		Three Months Ended March 31,					Three Months Ended June 30,
		2023		2022			2023		2022
		(dollars in thousands)					(dollars in thousands)
United States	United States	$	416,581	$	429,532	United States	$	423,233	$	450,879
United Kingdom	United Kingdom	40,628		38,285		United Kingdom	45,656		42,070
Other	Other	64,453		58,820		Other	70,171		63,367
Total	Total	$	521,662	$	526,637	Total	$	539,060	$	556,316

Impairment and Other Losses

The Company recognized an impairment and other losses charge of $10.6 million during the three months ended June 30, 2023 related to the impairment of an intangible asset totaling $1.4 million, right-of-use lease assets totaling $6.1 million and the associated leasehold improvements totaling $3.1 million. The expense was recorded within Impairment and other losses on the Unaudited Consolidated Statements of Operations.

Operating Income

Operating Income for the three months ended ~~March 31,~~June 30, 2023 was ~~$16.2~~$21.3 million, compared to ~~$54.7~~operating income of $48.3 million for the three months ended ~~March 31,~~June 30, 2022, representing a decrease of ~~$38.4~~$27.1 million. The ~~decrease~~change in Operating Income was primarily attributable to a decrease in Revenue, ~~and an increase in~~ Cost of services and Office and general expenses, and an increase in Depreciation and ~~amortization.~~amortization and Impairment and other losses.

The ~~increase~~decrease in Cost of services was primarily attributable to lower billable costs, commensurate with lower revenue, and lower stock-based compensation expense, partially offset by an increase in ~~compensation~~unbillable costs. The increase in unbillable costs was primarily attributable to the acquisition of Maru.

The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense, ~~including stock-based compensation, in part due to~~partially offset by an increase in ~~headcount, partially offset by lower billable~~stock-based compensation expense (as detailed above), and an increase in costs ~~associated~~incurred with ~~providing services.~~an event to market the Company.

Stock-based compensation expense ~~increased~~decreased approximately ~~$4.0~~$2.6 million, primarily ~~driven by an increase~~attributable to a decrease in the value of profits interests awards, ~~during the three months ended March 31, 2023.~~

Office and general expenses increased primarily attributable to lower occupancy expenses in the first quarter of 2022 connected with a benefit associated with the initiative to consolidate real estate in New York City as well aspartially offset by an increase ~~in deferred acquisition consideration expense.~~

~~Deferred acquisition consideration increased approximately $2.2 million, primarily attributable~~related to the ~~change in fair value associated with the awards and new deferred acquisition consideration acquired in association with~~modification of a certain ~~acquisitions occurring in 2022.~~share-based payment award.

Depreciation and amortization expense increased approximately $2.3 million, primarily attributable to the recognition of depreciable fixed assets and intangible assets in connection with acquisitions occurring in 2022.

3540

Deferred acquisition consideration decreased approximately $13.1 million, primarily attributable to the reduction in fair value of certain awards as well as the earn out periods for certain other awards ending in 2022 and the first quarter of 2023.

Depreciation and amortization expense increased approximately $3.3 million, primarily attributable to the recognition of intangible assets in connection with the acquisitions of Wolfgang and Maru.

Other, net

Other, net, for the three months ended ~~March 31,~~June 30, 2023 was ~~$0.2~~expense of $0.4 million, compared to ~~$0.2~~expense of $0.1 million for the three months ended ~~March 31, 2022.~~June 30, 2022, representing an increase of $0.3 million.

Foreign Exchange ~~Net~~Transaction Gain (Loss)

The foreign exchange loss for the three months ended ~~March 31,~~June 30, 2023 was ~~$0.7~~$1.5 million compared to a ~~loss~~gain of ~~$0.3~~$0.1 million for the three months ended ~~March 31, 2022.~~June 30, 2022, primarily attributable to the U.S. dollar strengthening against the Euro and British Pound.

Interest Expense, Net

Interest expense, net, for the three months ended ~~March 31,~~June 30, 2023 was ~~$18.2~~$23.7 million, compared to ~~$18.7~~$18.2 million for the three months ended ~~March 31, 2022.~~June 30, 2022, representing an increase of $5.5 million, primarily attributable to a higher level of debt, principally due to amounts outstanding under the Credit Agreement.

Income Tax Expense

The Company had an income tax expense for the three months ended ~~March 31,~~June 30, 2023 of ~~$2.4~~$5.7 million (on a pre-tax loss of ~~$2.4~~$4.3 million resulting in an effective tax rate of ~~(99.1)~~(132.6)%), compared to income tax expense of ~~$3.2~~$5.4 million (on pre-tax income of ~~$35.8~~$30.1 million resulting in an effective tax rate of ~~8.9%~~18.0%) for the three months ended ~~March 31,~~June 30, 2022.

The difference in the effective tax rate of ~~(99.1)~~(132.6)% in the three months ended ~~March 31,~~June 30, 2023 as compared to ~~8.9%~~18.0% in the three months ended ~~March 31,~~June 30, 2022, ~~was primarily~~is due to the pre-tax loss ~~an increase~~and the tax impact of impairments in ~~valuation allowance,~~the three months ended June 30, 2023 and ~~an increase~~out-of-period adjustments. See Note 1 in ~~uncertain tax positions in 2023.~~the Notes to the Unaudited Consolidated Financial Statements.

Noncontrolling and Redeemable Noncontrolling Interests

The effect of noncontrolling and redeemable noncontrolling interests for the three months ended ~~March 31,~~June 30, 2023 was a loss of ~~$5.5~~$5.6 million compared to income of ~~$20.9~~$14.1 million for the three months ended ~~March 31, 2022. The $5.5~~June 30, 2022, representing a decrease of $19.6 million, ~~loss was~~ primarily attributable to noncontrolling interest ~~losses~~income for the three months ended June 30, 2022 associated with holders of Class C Common Stock.

Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, net ~~income~~loss attributable to Stagwell Inc. common shareholders for the three months ended ~~March 31,~~June 30, 2023 was ~~$0.4~~$4.7 million, compared to ~~$12.7~~net income attributable to Stagwell Inc. common shareholders of $10.5 million for the three months ended ~~March 31,~~June 30, 2022.

3641

Earnings (Loss) Per Share

~~Diluted~~ EPS and Adjusted Diluted EPS for the three months ended ~~March 31,~~June 30, 2023 was as follows:


		GAAP		Adjustments(1)		Non-GAAP				GAAP		Adjustments (1)		Non-GAAP
		(dollars in thousands, except per share amounts)								(dollars in thousands)
Net income attributable to Stagwell Inc. common shareholders		$	443	$	18,623	$	19,066
Net income (loss) attributable to Class C shareholders		(3,165)		23,104		19,939
Net income (loss) attributable to Stagwell Inc. common shareholders									Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,693)	$	23,635	$	18,942
Net income attributable to Class C shareholders									Net income attributable to Class C shareholders	—		25,529		25,529
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	$	(2,722)	$	41,727	$	39,005		Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	$	(4,693)	$	49,164	$	44,471

Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	128,897				128,897			Weighted average number of common shares outstanding	115,400		9,135		124,535
Weighted average number of common Class C shares outstanding	Weighted average number of common Class C shares outstanding	160,909				160,909			Weighted average number of common Class C shares outstanding	—		155,821		155,821
Weighted average number of shares outstanding	Weighted average number of shares outstanding	289,806				289,806			Weighted average number of shares outstanding	115,400		164,956		280,356

Diluted EPS and Adjusted Diluted EPS		$	(0.01)			$	0.13
EPS and Adjusted Diluted EPS									EPS and Adjusted Diluted EPS	$	(0.04)			$	0.16

Adjustments to Net Income(1)		Pre-Tax		Tax		Net
Adjustments to Net income (loss) (1)									Adjustments to Net income (loss) (1)
										Pre-Tax		Tax		Net
										(dollars in thousands)
Amortization	Amortization	$	26,732	$	(5,346)	$	21,386		Amortization	$	28,690	$	(7,401)	$	21,289

Impairment and other losses									Impairment and other losses	10,562		(1,237)		9,325
Stock-based compensation	Stock-based compensation	12,004		(2,401)		9,603			Stock-based compensation	10,546		(2,786)		7,760
Deferred acquisition consideration	Deferred acquisition consideration	4,088		(818)		3,270			Deferred acquisition consideration	392		(212)		180
Other items, net	Other items, net	6,420		(1,283)		5,137			Other items, net	12,918		(3,165)		9,753
Tax adjustments	Tax adjustments	—		2,331		2,331			Tax adjustments	—		5,409		5,409
Total add-backs									Total add-backs	$	63,108	$	(9,392)	$	53,716
Net loss attributable to Class C shareholders									Net loss attributable to Class C shareholders					(4,552)
		$	49,244	$	(7,517)	$	41,727							$	49,164

Allocation of adjustments to Net income (loss)									Allocation of adjustments to Net income (loss)
Net income attributable to Stagwell Inc. common shareholders									Net income attributable to Stagwell Inc. common shareholders					$	23,635

Net income attributable to Class C shareholders									Net income attributable to Class C shareholders					30,081
Net loss attributable to Class C shareholders									Net loss attributable to Class C shareholders					(4,552)
														25,529
								$	49,164

(1) ~~(1)~~ Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Diluted EPS and Adjusted Diluted EPS for the three months ended ~~March 31,~~June 30, 2022 was as follows:


		GAAP		Adjustments(1)		Non-GAAP			GAAP		Adjustments (1)		Non-GAAP
		(dollars in thousands, except per share amounts)							(dollars in thousands)
Net income attributable to Stagwell Inc. common shareholders	Net income attributable to Stagwell Inc. common shareholders	$	12,675	$	15,865	$	28,540	Net income attributable to Stagwell Inc. common shareholders	$	10,463	$	19,964	$	30,427
Net income attributable to Class C shareholders	Net income attributable to Class C shareholders	17,721		20,100		37,821		Net income attributable to Class C shareholders	14,020		25,297		39,317
Net income attributable to Stagwell Inc. and Class C and adjusted net income		$	30,396	$	35,965	$	66,361
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income								Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	$	24,483	$	45,261	$	69,744

Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	297,484				297,484		Weighted average number of common shares outstanding	131,603		—		131,603

Weighted average number of common Class C shares outstanding								Weighted average number of common Class C shares outstanding	164,811		—		164,811
Weighted average number of shares outstanding								Weighted average number of shares outstanding	296,414		—		296,414

Diluted EPS and Adjusted Diluted EPS	Diluted EPS and Adjusted Diluted EPS	$	0.10			$	0.22	Diluted EPS and Adjusted Diluted EPS	$	0.08			$	0.24

Adjustments to Net Income(1)		Pre-Tax		Tax		Net
Adjustments to Net income (1)								Adjustments to Net income (1)
									Pre-Tax		Tax		Net
									(dollars in thousands)
Amortization	Amortization	$	24,904	$	(4,981)	$	19,923	Amortization	$	25,166	$	(5,033)	$	20,133
Impairment and other losses	Impairment and other losses	557		(111)		446		Impairment and other losses	2,266		(453)		1,813
Stock-based compensation	Stock-based compensation	8,021		(1,604)		6,417		Stock-based compensation	13,131		(2,626)		10,505
Deferred acquisition consideration	Deferred acquisition consideration	1,897		(379)		1,518		Deferred acquisition consideration	13,472		(2,694)		10,778
Other items, net	Other items, net	5,073		(985)		4,088		Other items, net	1,887		(407)		1,480
Tax adjustments	Tax adjustments	—		3,573		3,573		Tax adjustments	—		552		552
		$	40,452	$	(4,487)	$	35,965		$	55,922	$	(10,661)	$	45,261

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 30, 2023 was $91.2 million, compared to $111.3 million for the three months ended June 30, 2022, representing a decrease of $20.2 million, primarily attributable to the decrease in revenue, partially offset by lower operating expenses.

Integrated Agencies Network

The components of operating results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	354,341	$	377,176	$	(22,835)	(6.1)	%
Operating Expenses
Cost of services	226,283		246,284		(20,001)		(8.1)	%
Office and general expenses	60,018		72,090		(12,072)		(16.7)	%
Depreciation and amortization	20,214		17,990		2,224		12.4	%
Impairment and other losses	9,175		784		8,391		NM
	$	315,690	$	337,148	$	(21,458)	(6.4)	%
Operating Income	$	38,651	$	40,028	$	(1,377)	(3.4)	%


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	303,155	$	313,441	$	(10,286)	(3.3)	%
Billable costs	51,186		63,735		(12,549)		(19.7)	%
Revenue	354,341		377,176		(22,835)		(6.1)	%

Billable costs	51,186		63,735		(12,549)		(19.7)	%
Staff costs	183,285		194,688		(11,403)		(5.9)	%
Administrative costs	28,285		31,250		(2,965)		(9.5)	%
Unbillable and other costs, net	16,770		17,127		(357)		(2.1)	%
Adjusted EBITDA	74,815		70,376		4,439		6.3	%
Stock-based compensation	1,041		4,663		(3,622)		(77.7)	%
Depreciation and amortization	20,214		17,990		2,224		12.4	%
Deferred acquisition consideration	1,109		6,181		(5,072)		(82.1)	%
Impairment and other losses	9,175		784		8,391		NM
Other items, net	4,625		730		3,895		NM
Operating Income	$	38,651	$	40,028	$	(1,377)	(3.4)	%

Revenue

Revenue for the three months ended June 30, 2023 was $354.3 million, compared to $377.2 million for the three months ended June 30, 2022, a decrease of $22.8 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2023	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$313,441	$(1,687)	$1,682	$(10,281)	$(10,286)	$303,155	(3.3)%	(3.3)%
Component % change		(0.5)%	0.5%	(3.3)%	(3.3)%

The decline in organic net revenue was primarily attributable to the loss of clients in the retail sector and clients who withheld spending in the financial, communications and consumer products sector due to uncertain macro-economic factors. The increase in net acquisition (divestitures) was attributable to the acquisition of Wolfgang.

Operating Income

Operating Income for the three months ended June 30, 2023 was $38.7 million, compared to $40.0 million for the three months ended June 30, 2022, representing a decrease of $1.3 million. The change in Operating Income was primarily attributable to a decrease in Revenue, Cost of services and Office and general expenses, and an increase in Depreciation and amortization and Impairment and other losses.

The decrease in Cost of services was primarily attributable to lower billable costs, commensurate with lower revenue, a decrease in stock-based compensation expense, and a decrease in staff costs, partially offset by an increase in severance related costs, both associated with cost saving initiatives.

Stock-based compensation expense decreased approximately $3.6 million, primarily attributable to awards issued to employees that fully vested in the second half of 2022 and the first quarter of 2023.

The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense, staff costs and other compensation-related expenses (as described above) and stock-based compensation expense (as described above).

Deferred acquisition consideration decreased approximately $5.1 million, primarily attributable to the earnout periods for certain awards ending in 2022 and the first quarter of 2023.

Depreciation and amortization expense increased approximately $2.2 million, primarily attributable to the recognition of intangible assets in connection with acquisition of Wolfgang.

Impairment and other losses increased approximately $8.4 million due to the impairment of two right-of-use assets and the related leasehold improvements in the second quarter of 2023.

Operating Income was lower and Adjusted EBITDA was higher, driven by the decrease in revenue and expenses as detailed above.

Brand Performance Network

The components of operating results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	188,028	$	194,296	$	(6,268)	(3.2)	%
Operating Expenses
Cost of services	116,047		113,098		2,949		2.6	%
Office and general expenses	55,622		57,690		(2,068)		(3.6)	%
Depreciation and amortization	8,548		8,643		(95)		(1.1)	%
Impairment and other losses	1,387		—		1,387		100.0	%
	$	181,604	$	179,431	$	2,173	1.2	%
Operating Income	$	6,424	$	14,865	$	(8,441)	(56.8)	%


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	165,661	$	171,874	$	(6,213)	(3.6)	%
Billable costs	22,367		22,422		(55)		(0.2)	%
Revenue	188,028		194,296		(6,268)		(3.2)	%

Billable costs	22,367		22,422		(55)		(0.2)	%
Staff costs	105,868		102,284		3,584		3.5	%
Administrative costs	24,928		24,002		926		3.9	%
Unbillable and other costs, net	14,092		11,889		2,203		18.5	%
Adjusted EBITDA	20,773		33,699		(12,926)		(38.4)	%
Stock-based compensation	964		4,969		(4,005)		(80.6)	%
Depreciation and amortization	8,548		8,643		(95)		(1.1)	%
Deferred acquisition consideration	161		3,773		(3,612)		(95.7)	%
Impairment and other losses	1,387		—		1,387		100.0	%
Other items, net	3,289		1,449		1,840		NM
Operating Income	$	6,424	$	14,865	$	(8,441)	(56.8)	%

Revenue

Revenue for the three months ended June 30, 2023 was $188.0 million, compared to $194.3 million for the three months ended June 30, 2022, a decrease of $6.3 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2023	Organic	Total
	(dollars in thousands)
Brand Performance Network	$171,874	$(2,444)	$3,812	$(7,581)	$(6,213)	$165,661	(4.4)%	(3.6)%
Component % change		(1.4)%	2.2%	(4.4)%	(3.6)%

The decline in organic net revenue was primarily attributable to decreased spending in the communications, retail and consumer products sector. The increase in net acquisitions (divestitures) was primarily driven by a $2.3 million increase in revenue from the acquisition of BNG.

Operating Income

Operating Income for the three months ended June 30, 2023 was $6.4 million compared to $14.9 million for the three months ended June 30, 2022, representing a decrease of $8.4 million. The change in Operating Income was primarily attributable to a decrease in Revenue and an increase in Costs of services and Impairment and other losses, partially offset by a decrease in Office and general expenses.

The increase in Cost of services was primarily attributable to an increase staff and unbillable costs due to the acquisition of BNG, partially offset by a decrease in stock-based compensation expense.

Stock-based compensation expense decreased approximately $4.0 million, primarily attributable to a decrease in the value of profits interests awards.

The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense.

Deferred acquisition consideration decreased approximately $3.6 million primarily attributable to the reduction in fair value of certain awards as well as the earn out period for a certain award ending in the first quarter of 2023.

Impairment and other losses increased by approximately $1.4 million due to the impairment of an intangible asset in the second quarter of 2023.

Operating Income and Adjusted EBITDA decreased due to a decrease in revenues and an increase in expenses as detailed above.

Communications Network

The components of operating results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	81,296	$	98,762	$	(17,466)	(17.7)	%
Operating Expenses
Cost of services	51,079		63,850		(12,771)		(20.0)	%
Office and general expenses	15,783		21,982		(6,199)		(28.2)	%
Depreciation and amortization	2,719		2,544		175		6.9	%

	$	69,581	$	88,376	$	(18,795)	(21.3)	%
Operating Income	$	11,715	$	10,386	$	1,329	12.8	%


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	61,644	$	68,322	$	(6,678)	(9.8)	%
Billable costs	19,652		30,440		(10,788)		(35.4)	%
Revenue	81,296		98,762		(17,466)		(17.7)	%

Billable costs	19,652		30,440		(10,788)		(35.4)	%
Staff costs	38,357		43,269		(4,912)		(11.4)	%
Administrative costs	8,714		7,734		980		12.7	%
Unbillable and other costs, net	126		157		(31)		(19.7)	%
Adjusted EBITDA	14,447		17,162		(2,715)		(15.8)	%
Stock-based compensation	418		649		(231)		(35.6)	%
Depreciation and amortization	2,719		2,544		175		6.9	%
Deferred acquisition consideration	(893)		3,518		(4,411)		NM

Other items, net	488		65		423		NM
Operating Income	$	11,715	$	10,386	$	1,329	12.8	%

Revenue

Revenue for the three months ended June 30, 2023 was $81.3 million, compared to $98.8 million for the three months ended June 30, 2022, a decrease of $17.5 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2023	Organic	Total
	(dollars in thousands)
Communications Network	$68,322	$(94)	$849	$(7,433)	$(6,678)	$61,644	(10.9)%	(9.8)%
Component % change		(0.1)%	1.2%	(10.9)%	(9.8)%

The decline in organic net revenue was attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in the second quarter of 2022 associated with the 2022 elections and decreased spending in the technology sector.

Operating Income

Operating Income for the three months ended June 30, 2023 was $11.7 million, compared to $10.4 million for the three months ended June 30, 2022, representing an increase of $1.3 million. The change in Operating Income was primarily attributable to a decrease in Revenue, Costs of services and Office and general expenses.

The decrease in Cost of services was primarily attributable to lower billable costs, commensurate with lower revenue, and a decrease in staff costs associated with cost saving initiatives.

The decrease in Office and general expenses was primarily attributable to a decrease in staff costs (as detailed above) and deferred acquisition consideration expense.

Deferred acquisition consideration decreased approximately $4.4 million, attributable to the reduction in fair value of the awards.

Operating Income was higher and Adjusted EBITDA was lower, driven by the decrease in revenue and a decrease in expenses as detailed above.

All Other

The components of operating results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	8,600	$	2,679	$	5,921	NM
Operating Expenses
Cost of services	8,913		1,429		7,484		NM
Office and general expenses	2,972		1,757		1,215		69.2	%
Depreciation and amortization	2,066		750		1,316		NM
Impairment and other losses	—		1,482		(1,482)		(100.0)	%
	$	13,951	$	5,418	$	8,533	NM
Operating Loss	$	(5,351)	$	(2,739)	$	(2,612)	95.4	%


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	8,600	$	2,679	$	5,921	NM

Revenue (1)	8,600		2,679		5,921		NM


Staff costs	10,246		2,664		7,582		NM
Administrative costs (1)	(3,800)		493		(4,293)		NM
Unbillable and other costs, net	4,510		7		4,503		NM
Adjusted EBITDA	(2,356)		(485)		(1,871)		NM
Stock-based compensation	127		—		127		100.0	%
Depreciation and amortization	2,066		750		1,316		NM
Deferred acquisition consideration	15		—		15		100.0	%
Impairment and other losses	—		1,482		(1,482)		(100.0)	%
Other items, net	787		22		765		NM
Operating Loss	$	(5,351)	$	(2,739)	$	(2,612)	95.4	%

(1)All Other Revenue and Administrative costs include approximately $6.0 million of eliminations of intercompany services.

Revenue

Revenue for the three months ended June 30, 2023 was $8.6 million, compared to $2.7 million for the three months ended June 30, 2022, an increase of $5.9 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:

Net Revenue - Components of Change

Change

Three Months Ended June 30, 2022

Foreign Currency

Net Acquisitions (Divestitures)

Organic

Total Change

Three Months Ended June 30, 2023

Organic

Total

(dollars in thousands)

All Other

$2,679

$—

$9,931

$(4,010)

$5,921

$8,600

Component % change

—%

The decline in organic revenue was primarily attributable to the elimination of intercompany revenue during the three months ended June 30, 2023. The increase in net acquisitions (divestitures) was primarily driven by a $7.6 million increase in revenue from the acquisition of Maru.

Operating Loss

Operating Loss for the three months ended June 30, 2023 was $5.4 million compared to $2.7 million for the three months ended June 30, 2022, representing an increase of $2.6 million. The change in Operating Loss was primarily attributable to an increase in Revenue, more than offset by an increase in Cost of services, Office and general expenses and Depreciation and amortization expense.

The increase in Cost of services was primarily attributable to higher unbillable and staff costs, commensurate with higher revenue, and due to the acquisition of Maru.

The increase in Office and general expenses was primarily attributable to an increase in staff costs primarily associated with the acquisition of Maru, partially offset by intercompany eliminations.

Depreciation and amortization expense increased approximately $1.3 million, primarily attributable to the recognition of intangible assets in connection with the acquisition of Maru.

The increase in Operating Loss and decrease in Adjusted EBITDA were driven by higher revenue, more than offset by higher expenses as detailed above.

Corporate

The components of operating results for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 were as follows:


	Three Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Staff costs	$	8,437	$	6,563	$	1,874	28.6	%
Administrative costs	8,065		2,870		5,195		NM
Unbillable and other costs, net	9		—		9		100.0	%
Adjusted EBITDA	(16,511)		(9,433)		(7,078)		75.0	%
Stock-based compensation	7,996		2,850		5,146		NM
Depreciation and amortization	1,941		2,304		(363)		(15.8)	%

Other items, net	3,729		(379)		4,108		NM
Operating Loss	$	(30,177)	$	(14,208)	$	(15,969)	NM

Operating Loss for the three months ended June 30, 2023 was $30.2 million, compared to $14.2 million for the three months ended June 30, 2022, representing an increase of $16.0 million. The increase in Operating Loss was primarily attributable to stock-based compensation expense and administrative costs.

Stock-based compensation expense increased approximately $5.1 million, primarily attributable to the modification of a certain share-based payment award, awards granted in the second quarter of 2023, and the completed vesting of awards in the second half of 2022 as well as the first quarter of 2023.

Administrative costs increased approximately $5.2 million, primarily attributable to costs associated with an event to market the Company.

SIX MONTHS ENDED JUNE 30, 2023 COMPARED TO SIX MONTHS ENDED JUNE 30, 2022

Consolidated Results of Operations

The components of operating results for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 were as follows:


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	1,254,709	$	1,315,816	$	(61,107)	(4.6)	%
Operating Expenses
Cost of services	816,329		836,631		(20,302)		(2.4)	%
Office and general expenses	321,358		309,935		11,423		3.7	%
Depreciation and amortization	68,965		63,435		5,530		8.7	%
Impairment and other losses	10,562		2,823		7,739		NM
	$	1,217,214	$	1,212,824	$	4,390	0.4	%
Operating Income	$	37,495	$	102,992	$	(65,497)	(63.6)	%


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	1,060,722	$	1,082,953	$	(22,231)	(2.1)	%
Billable costs	193,987		232,863		(38,876)		(16.7)	%
Revenue	1,254,709		1,315,816		(61,107)		(4.6)	%

Billable costs	193,987		232,863		(38,876)		(16.7)	%
Staff costs	695,870		690,106		5,764		0.8	%
Administrative costs	134,368		122,643		11,725		9.6	%
Unbillable and other costs, net	67,094		57,473		9,621		16.7	%
Adjusted EBITDA	163,390		212,731		(49,341)		(23.2)	%
Stock-based compensation	22,550		21,152		1,398		6.6	%
Depreciation and amortization	68,965		63,435		5,530		8.7	%
Deferred acquisition consideration	4,480		15,369		(10,889)		(70.9)	%
Impairment and other losses	10,562		2,823		7,739		NM
Other items, net	19,338		6,960		12,378		NM
Operating Income (1)	$	37,495	$	102,992	$	(65,497)	(63.6)	%

(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.

Revenue

Revenue for the six months ended June 30, 2023 was $1,254.7 million, compared to $1,315.8 million for the six months ended June 30, 2022, a decrease of $61.1 million.

Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2023	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$617,107	$(4,481)	$4,163	$(20,730)	$(21,048)	$596,059	(3.4)%	(3.4)%
Brand Performance Network	327,356	(6,563)	9,727	(1,925)	1,239	328,595	(0.6)%	0.4%
Communications Network	132,701	(374)	1,918	(19,629)	(18,085)	114,616	(14.8)%	(13.6)%
All Other	5,789	(157)	18,969	(3,149)	15,663	21,452	(54.4)%	NM
	$1,082,953	$(11,575)	$34,777	$(45,433)	$(22,231)	$1,060,722	(4.2)%	(2.1)%
Component % change		(1.1)%	3.2%	(4.2)%	(2.1)%

For the six months ended June 30, 2023 and 2022, organic net revenue decreased $45.4 million, or 4.2%. The decrease in organic revenue was primarily attributable to the loss of clients, and a decline in spending by existing clients. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Maru, BNG, and Wolfgang.

The geographic mix in net revenues for the six months ended June 30, 2023 and 2022 was as follows:


	Six Months Ended June 30,
	2023		2022
	(dollars in thousands)
United States	$	839,412	$	880,411
United Kingdom	86,284		80,355
Other	135,026		122,187
Total	$	1,060,722	$	1,082,953

Impairment and Other Losses

The Company recognized an impairment and other losses charge of $10.6 million during the six months ended June 30, 2023 related to the impairment of an intangible asset totaling $1.4 million, right-of-use lease assets totaling $6.1 million and the associated leasehold improvements totaling $3.1 million. The expense was recorded within Impairment and other losses on the Unaudited Consolidated Statements of Operations.

Operating Income

Operating Income for the six months ended June 30, 2023 was $37.5 million, compared to $103.0 million for the six months ended June 30, 2022, representing a decrease of $65.5 million. The change in Operating Income was primarily attributable to a decrease in Revenue and Cost of services, and an increase in Office and general expenses, Depreciation and amortization, and Impairment and other losses.

The decrease in Cost of services was primarily attributable to lower billable costs commensurate with lower revenue, offset by an increase in unbillable costs, primarily due to the acquisition of Maru. In addition, Cost of services increased as a result of higher staff costs as a result of the acquisitions of Maru, BNG, and Wolfgang, partially offset by a reduction in compensation-related costs associated with cost saving initiatives.

The increase in Office and general expenses was primarily attributable to an increase in stock-based compensation expense, and occupancy-related expenses, partially offset by a decrease in deferred acquisition consideration.

Stock-based compensation expense increased approximately $1.4 million, primarily attributable to the modification of a certain share-based payment award, awards granted in the second quarter of 2023, and the completed vesting of awards in the second half of 2022 as well as the first quarter of 2023.

Occupancy-related expenses increased primarily due to nonrecurring credits incurred in the first quarter of 2022 connected with a benefit associated with the initiative to consolidate real estate in New York City.

Deferred acquisition consideration decreased approximately $10.9 million, primarily attributable to the reduction in fair value of certain awards as well as the earn out periods for certain other awards ending in 2022 and the first quarter of 2023.

Depreciation and amortization expense increased approximately $5.5 million, primarily attributable to the recognition of depreciable fixed assets and intangible assets in connection with acquisitions of Wolfgang, BNG and Maru.

Other, net

Other, net for the six months ended June 30, 2023 was an expense of $0.2 million, compared to income of less than $0.1 million for the six months ended June 30, 2022.

Foreign Exchange, Net

The foreign exchange loss for the six months ended June 30, 2023 was $2.1 million, compared to a loss of $0.2 million for the six months ended June 30, 2022, primarily attributable due to the U.S. dollar strengthening against the Euro and British Pound.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2023 was $41.9 million compared to $36.9 million for the six months ended June 30, 2022, representing an increase of $5.0 million, primarily attributable to a higher level of debt, principally due to amounts outstanding under the Credit Agreement.

Income Tax Expense

The difference in the effective tax rate of (120.6)% in the six months ended June 30, 2023 as compared to 13.1% in the six months ended June 30, 2022 was primarily due to the pre-tax loss and the tax benefit of impairments offset by an increase in valuation allowance, increase in uncertain tax positions, lower share-based compensation windfalls and out-of-period adjustments in 2023. See Note 1 in the Notes to the Unaudited Consolidated Financial Statements.

Noncontrolling and Redeemable Noncontrolling Interests

The effect of noncontrolling and redeemable noncontrolling interests for the six months ended June 30, 2023 was a loss of $11.0 million compared to income of $35.0 million for the six months ended June 30, 2022, representing a decrease of $46.0 million, primarily attributable to noncontrolling interest income for the three months ended June 30, 2022 associated with holders of Class C Common Stock.

Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the six months ended June 30, 2023 was $4.3 million compared to $23.1 million for the six months ended June 30, 2022.

Earnings (Loss) Per Share

EPS and Adjusted Diluted EPS for the six months ended June 30, 2023 was as follows:


	GAAP		Adjustments(1)		Non-GAAP
	(dollars in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,250)	$	41,996	$	37,746
Net income attributable to Class C shareholders	—		45,732		45,732
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	$	(4,250)	$	87,728	$	83,478

Weighted average number of common shares outstanding	120,272		9,356		129,628
Weighted average number of common Class C shares outstanding	—		158,351		158,351
Weighted average number of shares outstanding	120,272		167,707		287,979

EPS and Adjusted Diluted EPS	$	(0.04)			$	0.29

Adjustments to Net Income (loss)(1)	Pre-Tax		Tax		Net
Amortization	$	55,422	$	(12,747)	$	42,675
Impairment and other losses	10,562		(1,237)		9,325
Stock-based compensation	22,550		(5,187)		17,363
Deferred acquisition consideration	4,480		(1,030)		3,450
Other items, net	19,338		(4,448)		14,890
Tax adjustments	—		7,742		7,742
Total add-backs	$	112,352	$	(16,907)	$	95,445
Net loss attributable to Class C shareholders					(7,717)
					$	87,728


Allocation of adjustments to net income (loss)
Net income attributable to Stagwell Inc. common shareholders					$	41,996

Net income attributable to Class C shareholders					53,449
Net loss attributable to Class C shareholders					(7,717)
					45,732
					$	87,728

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

3754

Diluted EPS and Adjusted Diluted EPS for the six months ended June 30, 2022 was as follows:


	GAAP		Adjustments(1)		Non-GAAP
	(dollars in thousands, except per share amounts)
Net income attributable to Stagwell Inc. common shareholders	$	23,138	$	35,828	$	58,966
Net income attributable to Class C shareholders	31,741		45,397		77,138
Net income attributable to Stagwell Inc. and Class C and adjusted net income	$	54,879	$	81,225	$	136,104

Weighted average number of common shares outstanding	131,267		—		131,267
Weighted average number of common Class C shares outstanding	167,576		—		167,576
Weighted average number of shares outstanding	298,843		—		298,843

Diluted EPS and Adjusted Diluted EPS	$	0.18			$	0.46

Adjustments to Net income(1)	Pre-Tax		Tax		Net
Amortization	$	50,070	$	(10,014)	$	40,056
Impairment and other losses	2,823		(565)		2,258
Stock-based compensation	21,152		(4,230)		16,922
Deferred acquisition consideration	15,369		(3,074)		12,295
Other items, net	6,960		(1,392)		5,568
Tax adjustments	—		4,126		4,126
	$	96,374	$	(15,149)	$	81,225

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Adjusted EBITDA

Adjusted EBITDA for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$72.2~~$163.4 million, compared to ~~$101.4~~$212.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing a decrease of ~~$29.2~~$49.3 million, primarily driven by lower Operating Income and Revenue, as discussed above.

Integrated Agencies Network

The components of operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


		Three Months Ended March 31,									Six Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Revenue	Revenue	$	329,792	$	348,751	$	(18,959)	(5.4)	%	Revenue	$	684,133	$	725,927	$	(41,794)	(5.8)	%
Operating Expenses	Operating Expenses									Operating Expenses
Cost of services	Cost of services	220,197		226,118		(5,921)		(2.6)	%	Cost of services	446,480		472,402		(25,922)		(5.5)	%
Office and general expenses	Office and general expenses	67,424		58,257		9,167		15.7	%	Office and general expenses	127,442		130,347		(2,905)		(2.2)	%
Depreciation and amortization	Depreciation and amortization	18,643		18,860		(217)		(1.2)	%	Depreciation and amortization	38,857		36,850		2,007		5.4	%

Impairment and other losses										Impairment and other losses	9,175		784		8,391		NM
		$	306,264	$	303,235	$	3,029	1.0	%		$	621,954	$	640,383	$	(18,429)	(2.9)	%
Operating Income	Operating Income	$	23,528	$	45,516	$	(21,988)	(48.3)	%	Operating Income	$	62,179	$	85,544	$	(23,365)	(27.3)	%

Three Months Ended March 31,

2023 2022 Change
(dollars in thousands)
$ %
Net Revenue $ 292,904 $ 303,666 $ (10,762) (3.5) %
Billable costs 36,888 45,085 (8,197) (18.2) %
Revenue 329,792 348,751 (18,959) (5.4) %
Billable costs 36,888 45,085 (8,197) (18.2) %
Staff costs 187,693 192,096 (4,403) (2.3) %
Administrative costs 29,166 25,609 3,557 13.9 %
Unbillable and other costs, net 16,660 17,073 (413) (2.4) %
Adjusted EBITDA 59,385 68,888 (9,503) (13.8) %
Stock-based compensation 8,198 5,073 3,125 61.6 %
Depreciation and amortization 18,643 18,860 (217) (1.2) %
Deferred acquisition consideration 5,991 (1,325) 7,316 NM
Other items, net 3,025 764 2,261 NM
Operating Income $ 23,528 $ 45,516 $ (21,988) (48.3) %


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	596,059	$	617,107	$	(21,048)	(3.4)	%
Billable costs	88,074		108,820		(20,746)		(19.1)	%
Revenue	684,133		725,927		(41,794)		(5.8)	%

Billable costs	88,074		108,820		(20,746)		(19.1)	%
Staff costs	370,978		386,784		(15,806)		(4.1)	%
Administrative costs	57,451		56,859		592		1.0	%
Unbillable and other costs, net	33,430		34,200		(770)		(2.3)	%
Adjusted EBITDA	134,200		139,264		(5,064)		(3.6)	%
Stock-based compensation	9,239		9,736		(497)		(5.1)	%
Depreciation and amortization	38,857		36,850		2,007		5.4	%
Deferred acquisition consideration	7,100		4,856		2,244		46.2	%
Impairment and other losses	9,175		784		8,391		NM
Other items, net	7,650		1,494		6,156		NM
Operating Income	$	62,179	$	85,544	$	(23,365)	(27.3)	%

Revenue

Revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$329.8~~$684.1 million compared to ~~$348.8~~$725.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, a decrease of ~~$19.0~~$41.8 million.

Net Revenue

The components of the fluctuations in net revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


			Net Revenue - Components of Change					Change				Net Revenue - Components of Change					Change
		Three Months Ended March 31, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended March 31, 2023	Organic	Total		Six Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2023	Organic	Total
		(dollars in thousands)									(dollars in thousands)
Integrated Agencies Network	Integrated Agencies Network	$303,666	$(2,793)	$2,465	$(10,434)	$(10,762)	$292,904	(3.4)%	(3.5)%	Integrated Agencies Network	$617,107	$(4,481)	$4,163	$(20,730)	$(21,048)	$596,059	(3.4)%	(3.4)%
Component % change	Component % change		(0.9)%	0.8%	(3.4)%	(3.5)%				Component % change		(0.7)%	0.7%	(3.4)%	(3.4)%

The decline in organic net revenue was primarily attributable to ~~decreased spending by existing clients primarily driven by~~the loss of clients in the ~~technology~~retail sector and clients who withheld spending in the ~~first quarter~~financial, communications and consumer products sector due to uncertain macro-economic factors. The increase in net acquisitions (divestitures) was primarily driven by a $3.6 million increase in revenue from the acquisition of ~~2023.~~Wolfgang.

Operating Income

Operating Income for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$23.5~~$62.2 million, compared to ~~$45.5~~$85.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing a decrease of ~~$22.0~~$23.4 million. The ~~decrease~~change in Operating Income was primarily attributable to a decrease in Revenue, ~~and~~ Cost of services and Office and general expenses, partially offset by an increase in ~~Office~~Impairment and ~~general expenses.~~other losses.

The decrease in Cost of services was primarily attributable to lower billable costs, commensurate with lower revenue, and a decrease in staff costs, partially offset by an increase in ~~compensation expense, including stock-based compensation, in part due to an increase in headcount, partially offset by lower billable~~severance related costs, both associated with ~~providing services.~~cost saving initiatives.

~~Stock-based compensation expense increased approximately $3.1 million, primarily attributable to an increase~~The decrease in ~~the value of profits interests awards.~~

Office and general expenses ~~increased~~was primarily attributable to lower staff costs (as detailed above), partially offset by an increase in deferred acquisition consideration ~~expense and an increase in severance~~ expense.

Deferred acquisition consideration increased approximately ~~$7.3~~$2.2 million, primarily attributable to the earn out periods for certain awards ending in 2022 and the first quarter of 2023, more than offset by an increase ~~in fair value associated with~~related to a certain ~~of the instruments and a Brand~~award that had a ~~significant reduction~~decrease in fair value in ~~the first quarter of~~ 2022 for which the ~~final payment was made~~earn out period ended as of the end of 2022.

Impairment and other losses increased approximately $8.4 million due to the impairment of two right-of-use assets and the related leasehold improvements in ~~Q2 2022.~~the second quarter of 2023.

Operating Income and Adjusted EBITDA were lower, driven by the decrease in revenue, ~~and higher~~partially offset by a decrease in expenses as detailed above.

Brand Performance Network

The components of operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


		Three Months Ended March 31,									Six Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Revenue	Revenue	$	213,340	$	197,787	$	15,553	7.9	%	Revenue	$	401,368	$	392,083	$	9,285	2.4	%
Operating Expenses	Operating Expenses									Operating Expenses
Cost of services	Cost of services	139,249		123,400		15,849		12.8	%	Cost of services	255,296		236,498		18,798		7.9	%
Office and general expenses	Office and general expenses	52,140		47,592		4,548		9.6	%	Office and general expenses	107,762		105,282		2,480		2.4	%
Depreciation and amortization	Depreciation and amortization	8,244		8,196		48		0.6	%	Depreciation and amortization	16,792		16,839		(47)		(0.3)	%
Impairment and other losses	Impairment and other losses	—		557		(557)		(100.0)	%	Impairment and other losses	1,387		557		830		NM
		$	199,633	$	179,745	$	19,888	11.1	%		$	381,237	$	359,176	$	22,061	6.1	%
Operating Income	Operating Income	$	13,707	$	18,042	$	(4,335)	(24.0)	%	Operating Income	$	20,131	$	32,907	$	(12,776)	(38.8)	%


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	328,595	$	327,356	$	1,239	0.4	%
Billable costs	72,773		64,727		8,046		12.4	%
Revenue	401,368		392,083		9,285		2.4	%

Billable costs	72,773		64,727		8,046		12.4	%
Staff costs	210,464		198,308		12,156		6.1	%
Administrative costs	48,010		41,042		6,968		17.0	%
Unbillable and other costs, net	25,927		23,059		2,868		12.4	%
Adjusted EBITDA	44,194		64,947		(20,753)		(32.0)	%
Stock-based compensation	1,621		6,229		(4,608)		(74.0)	%
Depreciation and amortization	16,792		16,839		(47)		(0.3)	%
Deferred acquisition consideration	(1,018)		5,905		(6,923)		NM
Impairment and other losses	1,387		557		830		NM
Other items, net	5,281		2,510		2,771		NM
Operating Income	$	20,131	$	32,907	$	(12,776)	(38.8)	%

Revenue

Revenue for the six months ended June 30, 2023 was $401.4 million, compared to $392.1 million for the six months ended June 30, 2022, an increase of $9.3 million.

3957

Three Months Ended March 31,

2023 2022 Change
(dollars in thousands)
$ %
Net Revenue $ 162,934 $ 155,482 $ 7,452 4.8 %
Billable costs 50,406 42,305 8,101 19.1 %
Revenue 213,340 197,787 15,553 7.9 %
Billable costs 50,406 42,305 8,101 19.1 %
Staff costs 104,596 96,024 8,572 8.9 %
Administrative costs 23,082 17,040 6,042 35.5 %
Unbillable and other costs, net 11,835 11,170 665 6.0 %
Adjusted EBITDA 23,421 31,248 (7,827) (25.0) %
Stock-based compensation 657 1,260 (603) (47.9) %
Depreciation and amortization 8,244 8,196 48 0.6 %
Deferred acquisition consideration (1,179) 2,132 (3,311) NM
Impairment and other losses — 557 (557) (100.0) %
Other items, net 1,992 1,061 931 87.7 %
Operating Income $ 13,707 $ 18,042 $ (4,335) (24.0) %

~~Revenue~~

~~Revenue for the three months ended March 31, 2023 was $213.3 million compared to $197.8 million for the three months ended March 31, 2022, an increase of $15.6 million.~~

Net Revenue

The components of the fluctuations in net revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


			Net Revenue - Components of Change					Change				Net Revenue - Components of Change					Change
		Three Months Ended March 31, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended March 31, 2023	Organic	Total		Six Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2023	Organic	Total
		(dollars in thousands)									(dollars in thousands)
Brand Performance Network	Brand Performance Network	$155,482	$(4,118)	$5,911	$5,659	$7,452	$162,934	3.6%	4.8%	Brand Performance Network	$327,356	$(6,563)	$9,727	$(1,925)	$1,239	$328,595	(0.6)%	0.4%
Component % change	Component % change		(2.6)%	3.8%	3.6%	4.8%				Component % change		(2.0)%	3.0%	(0.6)%	0.4%

The ~~increase~~decline in organic net revenue was primarily attributable to ~~new clients~~decreased spending in the communications, retail and ~~increased spending by existing clients.~~consumer products sector. The increase in net acquisitions (divestitures) was primarily driven by a $7.8 million increase in revenue from the acquisition of BNG.

Operating Income

Operating Income for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$13.7~~$20.1 million, compared to ~~$18.0~~$32.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing a decrease of ~~$4.3~~$12.8 million. The ~~decrease~~change in Operating Income was primarily attributable to an increase in Revenue, more than offset by an increase in Costs of services and Office and general expenses.

The increase in Cost of services was primarily attributable to higher billable costs, commensurate with higher revenue, an increase in staff, administrative and unbillable costs primarily associated with the acquisition of BNG, partially offset by a decrease in staff costs ~~associated with providing services~~as a result of cost saving initiatives as well as ~~due~~a decrease in stock-based compensation.

Stock-based compensation expense decreased approximately $4.6 million, primarily attributable to a decrease in the ~~acquisition~~value of ~~BNG.~~profits interests awards.

The increase in Office and general expenses ~~increased~~was primarily attributable due to lower ~~occupancy~~occupancy-related expenses as a result of nonrecurring credits incurred in the first quarter of 2022 connected with a benefit associated with the initiative to consolidate real estate in New York City, higher staff costs ~~due~~primarily attributable to ~~an increase in headcount, and~~the acquisition of BNG, partially offset by a decrease in deferred acquisition expense.

Deferred acquisition consideration decreased approximately ~~$3.3~~$6.9 million primarily attributable to the reduction in fair value in ~~the first quarter of~~ 2023 associated with a ~~certain~~ Brand that was acquired in the second quarter of ~~2022.~~

2022, the reduction in fair value of other awards as well as the earn out period for a certain award ending in the first quarter of 2023.

Operating Income and Adjusted EBITDA ~~were lower driven~~decreased due to an increase in revenues, more than offset by ~~higher~~an increase in expenses as detailed ~~above, partially offset by higher revenue.~~above.

Communications Network

The components of operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:

Three Months Ended March 31,
2023 2022 Change
(dollars in thousands)
$ %
Revenue $ 66,460 $ 93,255 $ (26,795) (28.7) %
Operating Expenses
Cost of services 46,881 60,829 (13,948) (22.9) %
Office and general expenses 17,217 16,907 310 1.8 %
Depreciation and amortization 2,713 2,560 153 6.0 %
$ 66,811 $ 80,296 $ (13,485) (16.8) %
Operating Income (Loss) $ (351) $ 12,959 $ (13,310) NM

Three Months Ended March 31,

2023 2022 Change
(dollars in thousands)
$ %
Net Revenue $ 52,972 $ 64,379 $ (11,407) (17.7) %
Billable costs 13,488 28,876 (15,388) (53.3) %
Revenue 66,460 93,255 (26,795) (28.7) %
Billable costs 13,488 28,876 (15,388) (53.3) %
Staff costs 40,077 40,826 (749) (1.8) %
Administrative costs 8,756 7,068 1,688 23.9 %
Unbillable and other costs, net 126 47 79 NM
Adjusted EBITDA 4,013 16,438 (12,425) (75.6) %
Stock-based compensation 507 (243) 750 NM
Depreciation and amortization 2,713 2,560 153 6.0 %
Deferred acquisition consideration 539 1,090 (551) (50.6) %
Other items, net 605 72 533 NM
Operating Income (Loss) $ (351) $ 12,959 $ (13,310) NM

~~Revenue~~

~~Revenue for the three months ended March 31, 2023 was $66.5 million compared to $93.3 million for the three months ended March 31, 2022, a decrease of $26.8 million.~~


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	147,756	$	192,017	$	(44,261)	(23.1)	%
Operating Expenses
Cost of services	97,960		124,679		(26,719)		(21.4)	%
Office and general expenses	33,000		38,889		(5,889)		(15.1)	%
Depreciation and amortization	5,432		5,104		328		6.4	%

	$	136,392	$	168,672	$	(32,280)	(19.1)	%
Operating Income	$	11,364	$	23,345	$	(11,981)	(51.3)	%

4158


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Net Revenue	$	114,616	$	132,701	$	(18,085)	(13.6)	%
Billable costs	33,140		59,316		(26,176)		(44.1)	%
Revenue	147,756		192,017		(44,261)		(23.1)	%

Billable costs	33,140		59,316		(26,176)		(44.1)	%
Staff costs	78,434		84,095		(5,661)		(6.7)	%
Administrative costs	17,470		14,802		2,668		18.0	%
Unbillable and other costs, net	252		204		48		23.5	%
Adjusted EBITDA	18,460		33,600		(15,140)		(45.1)	%
Stock-based compensation	925		406		519		NM
Depreciation and amortization	5,432		5,104		328		6.4	%
Deferred acquisition consideration	(354)		4,608		(4,962)		NM

Other items, net	1,093		137		956		NM
Operating Income	$	11,364	$	23,345	$	(11,981)	(51.3)	%

Revenue

Revenue for the six months ended June 30, 2023 was $147.8 million, compared to $192.0 million for the six months ended June 30, 2022, a decrease of $44.3 million.

Net Revenue

The components of the fluctuations in net revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


			Net Revenue - Components of Change					Change				Net Revenue - Components of Change					Change
		Three Months Ended March 31, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended March 31, 2023	Organic	Total		Six Months Ended June 30, 2022	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2023	Organic	Total
		(dollars in thousands)									(dollars in thousands)
Communications Network	Communications Network	$64,379	$(281)	$1,069	$(12,195)	$(11,407)	$52,972	(18.9)%	(17.7)%	Communications Network	$132,701	$(374)	$1,918	$(19,629)	$(18,085)	$114,616	(14.8)%	(13.6)%
Component % change	Component % change		(0.4)%	1.7%	(18.9)%	(17.7)%				Component % change		(0.3)%	1.4%	(14.8)%	(13.6)%

The decline in organic net revenue was attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in the ~~first~~second quarter of 2022 associated with the 2022 ~~elections.~~elections and decreased spending in the technology sector.

Operating Income ~~(Loss)~~

Operating ~~Loss~~income for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$0.4~~$11.4 million compared to ~~Operating Income of $13.0~~$23.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing a decrease of ~~$13.3~~$12.0 million. The ~~decrease~~change in Operating Income was primarily attributable to a decrease in Revenue, ~~and a less than offsetting decrease in~~ Costs of ~~services.~~services and Office and general expenses.

The decrease in Cost of services was primarily attributable to lower billable costs, commensurate with lower revenue, a decrease in ~~billable~~staff costs associated with ~~providing services.~~cost savings initiatives, partially offset by an increase in other compensation related expenses due to compensation increases from 2022.

The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense.

Deferred acquisition consideration decreased approximately $5.0 million, primarily attributable to the reduction in fair value of the instruments.

Operating ~~Loss~~Income and ~~the decrease in~~ Adjusted EBITDA were lower driven by lower revenue, partially offset by lower expenses as detailed above.

All Other

The components of operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:

Three Months Ended March 31,
2023 2022 Change
(dollars in thousands)
$ %
Revenue $ 12,852 $ 3,110 $ 9,742 NM
Operating Expenses
Cost of services 7,680 1,623 6,057 NM
Office and general expenses 7,746 1,619 6,127 NM
Depreciation and amortization 1,948 501 1,447 NM
$ 17,374 $ 3,743 $ 13,631 NM
Operating Loss $ (4,522) $ (633) $ (3,889) NM


	Six Months Ended June 30,
	2023		2022		Change
	(dollars in thousands)
					$		%
Revenue	$	21,452	$	5,789	$	15,663	NM
Operating Expenses
Cost of services	16,593		3,052		13,541		NM
Office and general expenses	10,718		3,376		7,342		NM
Depreciation and amortization	4,014		1,251		2,763		NM
Impairment and other losses	—		1,482		(1,482)		(100.0)	%
	$	31,325	$	9,161	$	22,164	NM
Operating Loss	$	(9,873)	$	(3,372)	$	(6,501)	NM


		Three Months Ended March 31,									Six Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Net Revenue	Net Revenue	$	12,852	$	3,110	$	9,742	NM		Net Revenue	$	21,452	$	5,789	$	15,663	NM

Revenue(1)	Revenue(1)	12,852		3,110		9,742		NM		Revenue(1)	21,452		5,789		15,663		NM

Staff costs	Staff costs	10,487		2,536		7,951		NM		Staff costs	20,733		5,200		15,533		NM
Administrative costs(1)	Administrative costs(1)	3,195		695		2,500		NM		Administrative costs(1)	(605)		1,188		(1,793)		NM
Unbillable and other costs, net	Unbillable and other costs, net	2,975		3		2,972		NM		Unbillable and other costs, net	7,485		10		7,475		NM
Adjusted EBITDA	Adjusted EBITDA	(3,805)		(124)		(3,681)		NM		Adjusted EBITDA	(6,161)		(609)		(5,552)		NM
Stock-based compensation	Stock-based compensation	32		8		24		NM		Stock-based compensation	159		8		151		NM
Depreciation and amortization	Depreciation and amortization	1,948		501		1,447		NM		Depreciation and amortization	4,014		1,251		2,763		NM
Deferred acquisition consideration	Deferred acquisition consideration	(1,263)		—		(1,263)		(100.0)	%	Deferred acquisition consideration	(1,248)		—		(1,248)		(100.0)	%

Impairment and other losses										Impairment and other losses	—		1,482		(1,482)		(100.0)	%
Other items, net										Other items, net	787		22		765		NM
Operating Loss	Operating Loss	$	(4,522)	$	(633)	$	(3,889)	NM		Operating Loss	$	(9,873)	$	(3,372)	$	(6,501)	NM

(1)All Other Revenue and Administrative costs include approximately $6.0 million of eliminations of intercompany services.

Revenue

Revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$12.9~~$21.5 million, compared to ~~$3.1~~$5.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, an increase of ~~$9.7~~$15.7 million.

Net Revenue

The components of the fluctuations in net revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:

Net Revenue - Components of Change

Change

Net Revenue - Components of Change

Change

Three Months Ended March 31, 2022

Foreign Currency

Net Acquisitions (Divestitures)

Organic

Total Change

Three Months Ended March 31, 2023

Organic

Total

Six Months Ended June 30, 2022

Foreign Currency

Net Acquisitions (Divestitures)

Organic

Total Change

Six Months Ended June 30, 2023

Organic

Total

(dollars in thousands)

All Other

$3,110

$(157)

$9,038

$861

$9,742

$12,852

27.7%

All Other

$5,789

$(157)

$18,969

$(3,149)

$15,663

$21,452

(54.4)%

Component % change

(5.0)%

27.7%

Component % change

(2.7)%

(54.4)%

~~Organic net~~The decline in organic revenue ~~remained relatively flat.~~was primarily attributable to the elimination of intercompany revenue during the six months ended June 30, 2023. The increase in net acquisitions (divestitures) was primarily driven by ~~an $8.9~~a $14.8 million increase in revenue from the acquisition of Maru.

Operating Loss

Operating Loss for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$4.5~~$9.9 million compared to ~~$0.6~~$3.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing an increase of ~~$3.9~~$6.5 million. The ~~increase~~change in Operating Loss was primarily attributable to an increase in Revenue, more than offset by an increase in Cost of services, ~~and~~ Office and general ~~expenses.~~expenses and Depreciation and amortization.

The increase in Cost of services was primarily attributable to higher unbillable and staff costs, ~~associated~~commensurate with ~~providing services~~higher revenue, and due to the acquisition of Maru.

The increase in Office and general expenses ~~increased~~was primarily attributable to an increase in ~~compensation expense~~staff costs primarily associated with the acquisition of Maru, partially offset by intercompany eliminations.

Depreciation and amortization expense increased approximately $2.8 million, primarily attributable to the recognition of intangible assets in connection with acquisition of Maru.

The increase in Operating Loss and ~~the~~ decrease in Adjusted EBITDA were driven by higher revenue, more than offset by higher expenses as detailed above.

Corporate

The components of operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2023 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2022 were as follows:


		Three Months Ended March 31,									Six Months Ended June 30,
		2023		2022		Change					2023		2022		Change
		(dollars in thousands)									(dollars in thousands)
						$		%							$		%
Staff costs	Staff costs	$	6,824	$	9,156	$	(2,332)	(25.5)	%	Staff costs	$	15,261	$	15,719	$	(458)	(2.9)	%
Administrative costs	Administrative costs	3,977		5,882		(1,905)		(32.4)	%	Administrative costs	12,042		8,752		3,290		37.6	%
Unbillable and other costs, net		(9)		—		(9)		(100.0)	%

Adjusted EBITDA	Adjusted EBITDA	(10,792)		(15,038)		4,246		(28.2)	%	Adjusted EBITDA	(27,303)		(24,471)		(2,832)		11.6	%
Stock-based compensation	Stock-based compensation	2,610		1,923		687		35.7	%	Stock-based compensation	10,606		4,773		5,833		NM
Depreciation and amortization	Depreciation and amortization	1,929		1,087		842		77.5	%	Depreciation and amortization	3,870		3,391		479		14.1	%

Other items, net	Other items, net	798		3,176		(2,378)		(74.9)	%	Other items, net	4,527		2,797		1,730		61.9	%
Operating Loss	Operating Loss	$	(16,129)	$	(21,224)	$	5,095	(24.0)	%	Operating Loss	$	(46,306)	$	(35,432)	$	(10,874)	30.7	%

Operating Loss for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$16.1~~$46.3 million compared to ~~$21.2~~$35.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing ~~a decrease~~an increase of ~~$5.1~~$10.9 million. The ~~decrease~~increase in ~~the~~ Operating Loss was primarily attributable to ~~lower staff~~stock-based compensation expense and administrative costs.

Stock-based compensation expense increased approximately $5.8 million, primarily attributable to the modification of a certain share-based payment award, awards granted in the second quarter of 2023, and the completed vesting of awards in the second half of 2022 as well as the first quarter of 2023.

Administrative costs ~~professional fees, and merger related~~increased approximately $3.3 million primarily attributable to costs ~~incurred in 2022.~~associated with an event to market the Company.

Liquidity and Capital Resources:

The following table provides summary information about the Company’s liquidity position:


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
		(dollars in thousands)					(dollars in thousands)
Net cash used in operating activities	Net cash used in operating activities	$	(85,113)	$	(48,577)	Net cash used in operating activities	$	(144,146)	$	(107,271)
Net cash used in investing activities	Net cash used in investing activities	(10,815)		(8,289)		Net cash used in investing activities	(30,118)		(54,937)
Net cash provided by financing activities	Net cash provided by financing activities	12,923		6,529		Net cash provided by financing activities	58,521		65,206

The Company had cash and cash equivalents of ~~$138.5~~$105.3 million and $220.6 million as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively. The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under its revolving credit agreement, and other initiatives, such as obtaining additional debt and equity financing. On ~~March 31,~~May 4, 2023, the Company ~~had $150.0 million of borrowings outstanding, $24.6 million of outstanding and undrawn letters of credit resulting in $325.4 million available under~~amended its ~~$500.0 million~~ Credit Agreement (as defined and discussed in Note 7 of the Notes ~~to the Unaudited Consolidated Financial Statements~~ included herein). to, among other things, increase the revolving commitments under the Credit Agreement by $140.0 million from $500.0 million to $640.0 million and permit restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million. As of June 30, 2023, the Company had $402.0 million of borrowings outstanding, $22.4 million of outstanding and undrawn letters of credit resulting in $215.6 million under the Credit Agreement.

The trade receivables transferred to the third parties were ~~$82.0~~$146.5 million and ~~$7.5~~$46.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively. The amount collected and due to the third parties under these arrangements was ~~$2.4~~$2.3 million as of ~~March 31,~~June 30, 2023 and $5.7 million as of December 31, 2022. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled ~~$1.3~~$2.4 million and ~~less than $0.1~~$0.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

On March 1, 2023, the Board authorized an extension and a $125.0 million increase in the size of our stock repurchase program (the “Repurchase Program”) to an aggregate of $250.0 million, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program, as amended, will expire on March 1, 2026. During the ~~three~~six months ended ~~March 31,~~June 30, 2023, ~~there were 2.6~~6.1 million shares of Class A Common Stock were repurchased ~~under~~pursuant to the Repurchase Program at an aggregate value, excluding fees, of ~~$17.9~~$39.8 million. These shares were ~~purchased~~repurchased at an average price of ~~$6.91~~$6.55 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was ~~$180.4~~$158.4 million as of ~~March 31,~~June 30, 2023. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice.

On May 9,23, 2023, the Company ~~agreed to repurchase~~repurchased approximately 23.3 million shares of Class A Common Stock from certain AlpInvest Partners B.V. at a ~~share~~ price of $6.43 per share, for an aggregate total ~~value~~repurchase price of approximately $150.0 million. ~~See Note 1 of the Notes included herein for additional information regarding the repurchase.~~

The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under the Tax Receivables Agreement (“TRA”) (see Note 13 of the Notes included herein for additional details). The amount and timing of payments are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (each as defined in Note 10 of the Notes included herein) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to the Company making payments under the TRA. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make scheduled deferred acquisition consideration payments, to make principal and interest payments, to refinance indebtedness or to fund planned capital expenditures or other obligations will depend on future performance, which is subject to

general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.

Cash Flows

Operating Activities

Cash flows used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2023, were ~~$85.1~~$144.1 million, primarily driven by unfavorable working capital requirements, including the timing of media supplier payments, partially offset by earnings.

Cash flows used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022, were ~~$48.6~~$107.3 million, primarily driven ~~by earnings, more than offset~~ by unfavorable working capital requirements, including the timing of media supplier ~~payments.~~payments, partially offset by earnings.

Investing Activities

Cash flows used in investing activities were ~~$10.8~~$30.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023, primarily driven by ~~$3.4~~$10.4 million in capitalized software costs, $8.0 million in capital expenditures, and ~~$6.7~~$5.0 million ~~in capitalized software costs.~~for acquisitions, net of cash acquired.

Cash flows used in investing activities were ~~$8.3~~$54.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, primarily driven by ~~$4.8~~$1.9 million in capital capitalized software costs, $12.5 million in capital expenditures, and ~~$1.8~~$38.3 million in ~~capital capitalized software costs.~~acquisitions, net of cash acquired.

Financing Activities

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, cash flows provided by financing activities were ~~$12.9~~$58.5 million, primarily driven by ~~$50.0~~$302.0 million in net borrowings under the ~~Company’s revolving credit agreement,~~Credit Agreement, partially offset by ~~total stock repurchases~~shares repurchased and cancelled of ~~$26.2~~$199.4 million, payments of deferred consideration of $28.6 million, and distributions to noncontrolling interests of ~~$10.9~~$15.4 million.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, cash flows provided by financing activities were ~~$6.5~~$65.2 million, primarily driven by ~~$29.5~~$187.5 million in net borrowings under the ~~Company’s previous revolving credit agreement,~~Credit Agreement, partially offset primarily by ~~total stock repurchases~~shares repurchased and cancelled of ~~$14.9~~$29.8 million, payments of deferred consideration of $52.4 million, and distributions to noncontrolling interests of ~~$6.5~~$36.5 million.

Total Debt

Debt, net of debt issuance costs, as of ~~March 31,~~June 30, 2023, was ~~$1,235.3~~$1,487.4 million as compared to $1,184.7 million outstanding at December 31, 2022. See Note 7 to the Unaudited Consolidated Financial Statements included herein for information regarding the Company’s 5.625% Notes, and the Credit Agreement, which provides for a ~~$500.0~~$640.0 million senior secured revolving credit facility with a five-year maturity. ~~See Note 1 of the Notes included herein for additional information related to the amendment to the Credit Agreement.~~

The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.

Pursuant to the Credit Agreement, the Company must maintain a Total Leverage Ratio (as defined in the Credit Agreement) below ~~a threshold~~an established ~~in the Credit Agreement.~~threshold. For the period ended ~~March 31,~~June 30, 2023, the Company’s calculation ~~of each~~ of this ratio, and the maximum permitted under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:


			~~March 31,~~June 30, 2023
Total Leverage Ratio			~~2.79~~3.59
Maximum per covenant			4.25

These ratios and measures are not based on GAAP and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.

Material Cash Requirements

The Company’s Brands enter into contractual commitments with media providers and agreements with production companies on behalf of its clients at levels that exceed the revenue from services. Some of our Brands purchase media for clients and act as an agent for a disclosed principal. These commitments are included in Accounts payable and Accrued media when the media services are delivered by the media providers. Stagwell takes precautions against default on payment for these services including the procurement of credit insurance and has historically had a very low incidence of default. Stagwell is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.

Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments. See Note 5 of the Notes included herein for additional information regarding contingent deferred acquisition consideration. As of ~~March 31,~~June 30, 2023, approximately ~~$51.5~~$31.2 million of the deferred acquisition consideration is expected to be settled in shares of Class A Common Stock.

The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the Credit Agreement (or any refinancings thereof), and, if necessary, through the incurrence of additional debt and/or issuance of additional equity. The ultimate amount payable in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

Critical Accounting Estimates

See the Company’s 2022 Form 10-K for information regarding the Company’s critical accounting estimates.

Website Access to Company Reports and Information

Stagwell Inc. is the successor SEC registrant to MDC Partners Inc. Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including its Twitter account (@stagwell) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the inclusion of the Company’s website addresses and social media channels are inactive textual references only.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, the Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.

Debt Instruments: At ~~March 31,~~June 30, 2023, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and the 5.625% Notes. The 5.625% Notes bear a fixed 5.625% interest rate. The revolving credit agreement bears interest at variable rates based upon SOFR, EURIBOR, and SONIA depending on the duration of the borrowing product. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication.

On April 28, 2022, the Company amended ~~the~~its Credit Agreement. This amendment replaced references to LIBOR with references to SOFR. With regard to our variable rate debt, a 10% increase or decrease in interest rates would change our annual interest expense by ~~$1.1~~approximately $1.9 million.

Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2022 Form 10-K. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This reduces the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net income (loss). The Company generally does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

Impairment Risk: For the three and six months ended ~~March 31,~~June 30, 2023, the Company ~~did not recognize any~~recorded an impairment charge of $10.6 million to reduce the carrying value of two of its right-of-use lease assets and related ~~to goodwill, right-of-use leases or intangible assets.~~leasehold improvements and a long lived asset, specifically a trade name. See the Significant Accounting Policies section in the “Notes to Consolidated Financial Statements” of the Company’s 2022 Form 10-K for information related to impairment testing for Goodwill, Right-of-use lease assets and long lived assets and the risk of potential impairment charges in future periods. See the Critical Accounting Estimates section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information related to the risk of potential impairment charges in future periods.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (“Exchange Act”),~~ is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, CFO and management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, and in light of the material weaknesses identified in our internal control over financial reporting as disclosed in our Form 10-K for the fiscal year ended December 31, 2022, our CEO and CFO concluded that, as of ~~March 31,~~June 30, 2023, our disclosure controls and procedures were not effective.

Material Weakness Remediation Plan and Status

~~The~~Under the leadership of our CFO and our Senior Vice President of Sarbanes-Oxley Act, the Company has made significant progress with the remediation of these material weaknesses and continued to execute on the previously communicated remediation activities through ~~March 31, 2023:~~

•~~Continued to emphasize at the executive management level, the importance of internal control over financial reporting, as well as the integrity of our financial statements~~June 30, 2023. Particularly ~~throughout the Company.~~:

•Hired a Senior Vice President of Sarbanes-Oxley Act (“SOX”) reporting directly to the CFO with the appropriate level of knowledge and experience to lead the development and execution of the remediation plan.

•~~Established a SOX Steering Committee, that monitors and advises with respect to the remediation plan and progress.~~

•~~Enhanced~~We continued our enhanced communications with the Audit Committee of the Board of Directors for increased oversight. The Company also ~~continues to~~ formally ~~report~~reports quarterly to the Audit Committee regarding progress against the remediation ~~plan.~~plan.

•~~Designed~~We designed and implemented controls over the risk assessment process that ~~includes~~include detailed qualitative and quantitative factors to identify and assess risks and implement or modify controls in response to those risks. The risk assessment is regularly updated for new entities and changes in risk profile.

•~~Assessed~~Based on our assessment of the current state of the system of internal control ~~including information technology systems and controls,~~ at the consolidated and brand ~~levels. The results of this assessment allowed management to enhance~~levels, we enhanced existing business processes and control activities and ~~assess~~assessed the adequacy of ~~its~~ resources.

•~~Implemented~~We implemented new controls and enhanced existing controls across our information technology environment including general controls related to access, change management and segregation of ~~duties.~~duties, and centralized certain IT functions.

•~~Redesigned~~We redesigned and strengthened control activities over reconciliations including enhanced review and approval controls.

•~~Improved~~We designed and enhanced management review controls to improve monitoring of internal control over financial ~~reporting by designing and enhancing management review controls.~~reporting.

•~~Formalized~~We also formalized internal control policies and procedures and conducted multiple in-depth training with control owners throughout the Company.

The Company has also continued to roll out its finance transformation initiative, which involves a phased deployment of new enterprise resource planning and human resource information systems and a shared service platform.

During the ~~three-months~~six months ended ~~March 31,~~June 30, 2023, management ~~continued to evaluate~~evaluated our internal control processes and ~~remediate~~remediated gaps in design of internal controls in line with the previously disclosed remediation plan and timeline. ~~The measures that we are taking are subject to continued~~Management is in the process of performing operating effectiveness testing ~~ongoing senior management review, as well as audit committee oversight.~~of the internal controls. We will consider the above material weaknesses to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate further internal control changes.

Change in Internal Control Over Financial Reporting

Other than the changes discussed above in connection with our implementation of the remediation plan, there were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) that occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not currently expect that these proceedings will have a material adverse effect on our results of operations, cash flows or financial position.

Item 1A. Risk Factors

There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” of our 2022 Form 10-K. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject include the factors listed under “Note About Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

In the three months ended ~~March 31,~~June 30, 2023, the Company ~~granted 3,556~~issued 2,897,206 shares of Class A Common Stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act. ~~The~~Of these, 44,562 shares of Class A Common Stock were granted to ~~an employee~~employees as inducement for ~~employment.~~employment, and 2,852,644 were issued as payments in lieu of cash for the Company’s obligation to make deferred payments as part of the purchase price for a prior acquisition. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

On March 1, 2023, the Board authorized an extension and a $125.0 million increase in the size of the Repurchase Program. Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $250.0 million outstanding shares of our Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program will expire on March 1, 2026. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the

performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 7 of the Notes included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.

The following table details our monthly shares repurchased during the ~~first~~second quarter of 2023 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:

Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
1/1/2023 - 1/31/2023 1,544,375 $ 6.56 1,156,022 $ 65,458,469
2/1/2023 - 2/28/2023 1,365,091 $ 7.06 1,066,967 $ 57,987,710
3/1/2023 - 3/31/2023 856,812 $ 9.09 361,802 $ 180,391,911
Total 3,766,278 $ 7.57 2,584,791 $ 180,391,911


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2)
4/1/2023 - 4/30/2023	1,323,939	$	6.51	1,319,504	$	171,770,303
5/1/2023 - 5/31/2023	25,087,288	$	6.39	1,758,868	$	161,345,279
6/1/2023 - 6/30/2023	583,555	$	7.23	410,270	$	158,434,817
Total	26,994,782	$	6.42	3,488,642	$	158,434,817

(1) Includes ~~1,181,487~~information for all shares repurchased by the Company, including shares repurchased as part of the Company's publicly announced Repurchase Program, 177,986 shares to settle employee tax withholding obligations related to the vesting of restricted stock awards and restricted stock ~~units.~~units and, in May 2023, 23,328,154 Class A Common Stock repurchased from AlpInvest Partners B.V. at a share price of $6.43, for an aggregate total value of approximately $150,000,000.

(2) Only includes information for shares repurchased as part of the Company's publicly announced Repurchase Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~On May 4, 2023, certain subsidiaries~~During the quarterly period covered by this Form 10-Q, none of ~~Stagwell Inc., entered into Amendment No. 4 to~~our directors or officers (as defined in Rule 16a-1(f) under the ~~Amended and Restated Credit Agreement (the “Amendment”), by and among Stagwell Marketing Group LLC, Stagwell Global LLC and Maxxcom LLC~~

~~(together, the “Borrowers”), the other Loan Parties, Lenders and Issuing Banks~~Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined ~~therein) party thereto and JPMorgan ChaseBank, N.A., as Administrative Agent thereunder. The Amendment amends that certain Amended and Restated Credit Agreement, dated as~~in Item 408 of August 2, 2021, as heretofore amended or modified from time to time and as further amended by the Amendment (the “Credit Agreement”), by and among the Borrowers, the other Loan Parties, Lenders and Issuing Banks party thereto, and the Administrative Agent.

The Amendment amends the Credit Agreement, effective as of May 4, 2023, to, among other things, (i) provide additional revolving commitments under the Credit Agreement in an aggregate principal amount of $140.0 million; (ii) permit restricted payments for share repurchases or redemptions from certain stockholders of the Company in an aggregate principal amount of up to $150.0 million, subject to certain limitations; (iii) permit certain investments and financings with respect to Borrowers’ business related to a suite of software-as-a-service and data-as-a-service technology solutions for in-house marketers and exclude, in some instances, such businesses from having the obligation to provide a guaranty and security; and (iv) make any other changes or modifications as agreed with the lenders.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, as amended, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.Regulation S-K).

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index.

5067

EXHIBIT INDEX


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of Stagwell Inc., as amended. *amended (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q filed on May 9, 2023).
3.2						Amended and Restated Bylaws of Stagwell Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2021).
10.1						Stock Appreciation Rights Agreement by and between the Company and Mark Penn, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.9.3 to the Company’s Form 10-K filed on March 6, 2023).
~~10.2~~						Stock Repurchase Agreement, dated May 9, 2023, between Stagwell Inc. and the entities listed on Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 9, 2023).
~~10.3~~10.2						Amended and Restated Credit Agreement, dated as of August 2, 2021, as amended, among Stagwell Marketing Group LLC, Stagwell Global LLC, Maxxcom LLC, the other Borrowers and Loan Parties party thereto, the Lenders and other parties party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. *Agent (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on May 9, 2023).
10.3						Stagwell Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on March 7, 2023).
31.1						Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101						Interactive Data File, for the period ended ~~March 31,~~June 30, 2023. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.*

* Filed herewith.

** Furnished herewith

5168

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


STAGWELL INC.

/s/ Mark Penn
Mark Penn
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
~~May 9,~~August 8, 2023

/s/ Frank Lanuto
Frank Lanuto
Chief Financial Officer (Principal Financial Officer)
~~May 9,~~August 8, 2023

5269


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(dollars in thousands)
5.625% Notes	$	1,100,000	$	962,500	$	1,100,000	$	902,000


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
1/1/2023 - 1/31/2023	1,544,375	$	6.56	1,156,022	$	65,458,469
2/1/2023 - 2/28/2023	1,365,091	$	7.06	1,066,967	$	57,987,710
3/1/2023 - 3/31/2023	856,812	$	9.09	361,802	$	180,391,911
Total	3,766,278	$	7.57	2,584,791	$	180,391,911