EX-99.3 4 tm2124042d2_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

 

FOR IMMEDIATE RELEASE

 

  FOR: Stagwell Marketing Group.   CONTACT: Beth Sidhu
    1808 Eye St NW     Stagwell Marketing Group
    Washington, DC 20006     202-423-4414
          Beth@stagwellgroup.com

 

STAGWELL MARKETING GROUP LLC REPORTS STANDALONE RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

 

Results show significant growth including a 29.1% increase in GAAP revenue to $209.6m and a 39.5% increase in net revenue to $181.8m for Q2 2021 vs Q2 2020.

 

After adjusting for acquisitions, foreign exchange effects, and the election cycle, GAAP revenue for the quarter grew 43.9% with net revenue growth of 42.0%.

 

Second quarter net income increased to $18.7 million, representing 285.1% growth over Q2 2020.

 

Adjusted EBITDA increased 91.5% in Q2 2021 vs Q2 2020.

 

STAGWELL MARKETING GROUP HIGHLIGHTS: 2nd QUARTER AND YTD JUNE 30, 2021

 

2nd Quarter 2021:

 

GAAP revenue was $209.6 million, representing growth of $47.2 million, or 29.1%, compared to Q2 2020 of $162.3 million.

 

GAAP revenue organic growth was $38.7 million, or 23.8%.

 

Adjusting for acquisitions, foreign exchange effects, and the election cycle, GAAP revenue organic growth for the quarter is 43.9%.

 

Net revenue was $181.8 million, representing growth of $51.5 million, or 39.5%, compared to Q2 2020 of $130.4 million.

 

Net revenue organic growth was $43.0 million, or 33.0%.

 

Adjusting for acquisitions, foreign exchange effects, and the election cycle, net revenue organic growth for the quarter is 42.0%.

 

Net income was $18.7 million, representing growth of $13.8 million, or 285.1%, compared to the prior year period.

 

Adjusted EBITDA was $38.7 million, representing growth of $18.5 million, or 91.5%, compared to the prior year period.

 

Year to Date June 30, 2021:

 

GAAP revenue was $390.8 million, representing growth of $43.9 million, or 12.7%, compared to YTD 2020 of $346.9 million.

 

GAAP revenue organic growth was $25.9 million, or 7.5%.

 

Adjusting for acquisitions, foreign exchange effects, and the election cycle, GAAP revenue organic growth for the quarter is 24.0%.

 

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Net revenue was $339.9 million, representing growth of $58.7 million, or 20.9%, compared to YTD 2020 of $281.2 million.

 

Net revenue organic growth was $40.8 million, or 14.5%.

 

Adjusting for acquisitions, foreign exchange effects, and the election cycle, net revenue organic growth for the quarter is 26.1%.

 

Net income was $23.3 million, representing growth of $5.9 million, or 34.2%, compared to the prior year period.

 

Adjusted EBITDA was $62.6 million, representing growth of $20.7 million, or 49.5%, compared to the prior year period.

 

Cash provided by operating activities of $39.2 million, a decrease of $7.6 million, or 16.2%, principally due to increased working capital requirement resulting from revenue growth.

 

Washington, DC, August 4, 2021 – Stagwell Marketing Group, which formally merged with MDC Partners to form Stagwell Inc. (Nasdaq: STGW) on August 2, announced standalone financial results for Stagwell Marketing Group LLC (“Stagwell” or the “Company”) for the three and six months ended June 30, 2021.

 

Current Stagwell Inc. President and former Stagwell Group Partner Jay Leveton stated, “The standalone Stagwell Marketing Group quarterly results show industry-leading, double digit net revenue growth across every one of our business segments. As the impact of the pandemic recedes, marketers are investing in research and data analytics to better understand changes among their stakeholders and improve how they connect with them through digital channels -- areas where Stagwell companies excel. We have excellent momentum as we launch Stagwell Inc.”

 

Current Stagwell Inc. COO and former Stagwell Group CFO Ryan Greene commented, “In the second quarter of 2021, due to its digital first nature, Stagwell’s net revenue grew robustly at 39.5% and EBITDA increased 91.5% as did net income, by 285.1% year over year. At a time when legacy holding companies are working to recover to 2019 pre-pandemic revenue levels, Stagwell’s GAAP revenue this past quarter is more than 20% higher and EBITDA is over 40% higher versus Q2 2019.”

 

Second Quarter and Year-to-Date 2021 Stagwell Marketing Group Standalone Financial Results

 

GAAP revenue for the second quarter of 2021 increased $47.2 million, or 29.1%, to $209.6 million. This included organic revenue growth of $38.7 million, or 23.8%. Inorganic revenue was $7.5 million and we reported a foreign exchange impact on GAAP revenue of approximately $1.0 million. Our GAAP revenue includes third-party direct costs, which are expenses incurred with third-party vendors when Stagwell acts as the principal when performing services for its clients. Third-party direct costs were $27.7 million as compared to $32.0 million for the second quarter of 2020, which represents a decrease of 13.3%.

 

Net revenue for the second quarter of 2021, after deducting third-party direct costs, was $181.8 million compared to $130.4 million for the same period in 2020. This represents an increase of $51.5 million or 39.5%. This included organic revenue growth of $43.0 million, or 33.0%. The organic revenue increase was primarily attributable to double-digit organic growth across nearly all non-political segments. Inorganic revenue of $7.5 million included acquisitions that expanded our digital transformation and digital platform management offerings. We also recorded a foreign exchange impact on net revenue of $1.0 million.

 

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Net income for the second quarter of 2021 was $18.7 million as compared to net income of $4.8 million in the second quarter of 2020, an increase of $13.8 million, or 285.1%. Our operating expenses increased $30.5 million, which related to additional people and client delivery expenses incurred in support of the revenue growth noted above plus additional costs connected to acquired brands. Additionally, general expenses increased $11.4 million across a number of brands and our non-operating expenses increased by $2.9 million, which primarily related to increased provision for income taxes.

 

Adjusted EBITDA for the second quarter of 2021 was $38.7 million compared to $20.2 million in the second quarter of 2020, an increase of $18.5 million, or 91.5%. The increase was driven by the strong revenue performance that was partially offset by the increase in operating expenses noted above. Our Adjusted EBITDA margin was 18.5% on GAAP revenue and 21.3% on net revenue, up from 12.5% and 15.5% respectively in the second quarter of 2020.

 

GAAP revenue for the first six months of 2021 increased $43.9 million, or 12.7%, to $390.8 million. This included organic revenue growth of $25.9 million, or 7.5%. Inorganic revenue was $17.1 million, and we recorded a foreign exchange impact on GAAP revenue of $0.9 million. The organic revenue growth was primarily attributable to a $26.2 million increase in organic revenues from our Digital – Marketing segment that were partially offset by an organic revenue decline of $18.6 million from our Communications, Public Affairs and Advocacy and Digital – Content segments. All remaining segments reported organic revenue growth of $18.4 million. Inorganic revenue totaled $17.1 million and included $15.0 million from investments that expanded our digital transformation offerings and $2.2 million from investments that expanded our strategic corporate communications offering. Third-party direct costs were $50.9 million as compared to $65.7 million for the first six months of 2020, which represents a decrease of 22.5%.

 

Net revenue for the first six months of 2021, after deducting third-party direct costs, was $339.9 million as compared to $281.2 million for the first six months of 2020, which represents an increase of $58.7 million or 20.9%. This included organic revenue growth of $40.8 million, or 14.5%. All segments except for Digital – Content, which remained impacted by travel restrictions put in place in response to COVID, reported double digit organic growth. Inorganic revenue was $17.1 million and included $15.0 million from investments that expanded our digital transformation offerings and $2.1 million from investments that expanded our strategic corporate communications offering. We also recorded a foreign exchange impact on net revenue of $0.9 million.

 

Net income for the first six months of 2021 was $23.3 million as compared to net income of $17.3 million in the first six months of 2020, an increase of $5.9 million, or 34.2%. Our operating expenses increased $31.9 million, which related to additional operating expenses incurred by our existing brands in support of the revenue growth noted above plus additional costs connected to acquired brands. General expenses increased $20.4 million across several brands and our non-operating expenses (net of other income) increased by $6.1 million, which primarily related to increased provision for income taxes of 3.4 million and a decrease in other income reported in prior period not repeated in the current period of $2.2 million.

 

Adjusted EBITDA for the first six months of 2021 was $62.6 million as compared to $41.8 million in the first six months of 2020, an increase of $20.7 million, or 49.5%. Again, the increase was driven by the strong revenue performance that was partially offset by the increase in operating expenses noted above. In addition, the adjusted EBITDA margin was 16.0% on GAAP revenue and 18.4% on net revenue, up from 12.1% and 14.9% respectively in the first six months of 2020.

 

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Stagwell Inc. Conference Call

Management will host a video webcast and conference call on Wednesday, August 4, 2021, at 8:30 a.m. (ET) to discuss standalone results for Stagwell Marketing Group LLC and MDC Partners Inc. for the three and six months ended June 30, 2021.The video webcast will be accessible at https://kvgo.com/openexchange-inc/mdca-stagwell-earnings-call. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the conference call.

 

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

 

About Stagwell Marketing Group

The Stagwell Marketing Group is the first and only independent, digital-first, and fully-integrated organization of size & scale servicing brands across the continuum of marketing services. Collaborative by design, Stagwell is not weighed down by legacy points of view and its people are united in their desire to innovate, evolve, grow and deliver superior results for their clients. Stagwell’s high growth brands include experts in four categories: digital transformation and marketing, research and insights, marketing communications, and content and media. Stagwell Media LP (“Stagwell Media), is a private equity fund that owns all interests in Stagwell Marketing Group LLC through a wholly owned holding company named Stagwell Marketing Group Holdings LLC. Stagwell Media, Stagwell Marketing Group LLC and its businesses are managed by The Stagwell Group, a registered investment advisor. The address of Stagwell is 1808 Eye Street, Floor 6, Washington, D.C., 20006.

 

As of the date hereof, Stagwell Agency Holdings and its affiliates, including Stagwell Media, and joint actors beneficially own 50,000 Series 6 preferred shares (representing 100% of the outstanding Series 6 preferred shares), 14,425,714 Class A common shares (representing 18.7% of the outstanding Class A common shares) and 179,970,051 voting-only Class C common shares (representing 100% of the outstanding voting-only Class C common shares) of Stagwell Inc., collectively representing 75.6% of the issued and outstanding voting shares of Stagwell Inc., as calculated on an as-converted basis.

 

Non-GAAP Financial Measures

 

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

 

Net Revenue: “Net Revenue” is GAAP Revenue adjusted to exclude certain third-party direct costs when the Company acts as principal for the services rendered in the client arrangement.

 

Inorganic Revenue: “Inorganic Revenue” consists of (i) for acquisitions during the current year, the revenue effect from such acquisitions 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 same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods.

 

Organic Revenue: Organic revenue is calculated by subtracting both the foreign exchange and acquisition (disposition) components from total revenue. “Organic revenue growth” and “organic revenue decline” refers to the positive or negative changes in revenue that were not attributable to the effects of foreign exchange or acquired run rate revenue from acquisitions. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the Company’s Brands that have been held throughout each of the comparable periods presented, and (b) inorganic revenue.

 

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Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for (a) interest expense, (b) provision for income taxes, (c) depreciation and amortization expense, (d) other income (expenses), (e) equity in earnings (losses) of unconsolidated affiliates, (f) deferred acquisition consideration adjustments, and (g) other items, net. Other items, net includes items such as acquisition-related expenses, other non-recurring items and other restructuring costs.

 

Included in the Company’s press release and supplemental management presentation are tables reconciling Stagwell’s GAAP results to arrive at certain of these non-GAAP financial measures.

 

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This press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company’s beliefs and expectations, earnings (loss) guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These 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. 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, including as a result of the novel coronavirus pandemic (“COVID-19”);
the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
an inability to realize expected benefits of the redomiciliation of the Company from the federal jurisdiction of Canada to the State of Delaware (the “Redomiciliation”) and the subsequent combination of the Company’s business with the business of the subsidiaries of Stagwell Media LP (“Stagwell”) that own and operate a portfolio of marketing services companies (the “Business Combination” and, together with the Redomiciliation, the “Transactions”) or the occurrence of difficulties in connection with the Transactions;
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 impact of uncertainty associated with the Transactions on the Company’s businesses;
direct or indirect costs associated with the Transactions, which could be greater than expected;
risks associated with severe effects of international, national and regional economic conditions;
the risk of parties challenging the Transactions or the impact of the Transactions on the Company’s debt arrangements;
the Company’s ability to attract new clients and retain existing clients;
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 achieve the full amount of its stated 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 successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and
foreign currency fluctuations.

 

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Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in MDC’s initial Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2021, Amendment No.1 filed on March 29, 2021, Amendment No.2 filed on April 22, 2021, Amendment No.3 filed on April 30, 2021, and the Prospectus Supplement filed July 8, 2021, all of which are accessible on the SEC’s website at www.sec.gov.

 

SCHEDULE 1

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Three Months Ended June 30,   Six Months Ended June 30, 
(in thousands)  2021   2020   2021   2020 
Net Revenue  $181,845   $130,356   $339,918   $281,192 
Third-party vendor costs   27,715    31,974    50,884    65,681 
Revenue  $209,560   $162,330   $390,802   $346,873 
Operating expenses:                    
Cost of services sold   122,074    103,296    234,073    224,054 
Office and general expenses   52,674    41,243    104,952    84,515 
Depreciation and amortization   10,381    10,108    21,331    19,864 
Total operating expenses   185,129    154,647    360,356    328,433 
Operating income   24,431    7,683    30,446    18,440 
Other expenses, net:                    
Interest expense, net   (1,935)   (1,976)   (3,286)   (2,887)
Other expense, net   (486)   (691)   122    2,336 
Income before taxes and equity in earnings (losses) of unconsolidated affiliates   22,010    5,016    27,282    17,889 
Provision for income taxes   (3,348)   (134)   (4,021)   (593)
Income before equity in earnings (losses) of unconsolidated affiliates   18,662    4,882    23,261    17,296 
Equity in earnings (losses) of unconsolidated affiliates   (3)   (37)   1    42 
Net income   18,659    4,845    23,262    17,338 
Less: Net income attributable to noncontrolling interests   1,470    1,671    2,623    2,809 
Less: Net (loss) income attributable to redeemable noncontrolling interests   (156)   (1,097)   (1,071)   (1,789)
Net income attributable to Member  $17,345   $4,271   $21,710   $16,318 

 

(1)Net Revenue: GAAP Revenue adjusted to exclude certain third-party direct costs when we act as a principal for the services rendered in the client arrangement.

 

Note: Actuals may not foot due to rounding.

 

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SCHEDULE 2

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED REVENUE RECONCILIATION

 

 (in thousands)  Quarter on Quarter Change   Year to Date 
   (2nd Quarter)   (2nd Quarter) 
GAAP REVENUE  Revenue   % Change   Revenue   % Change 
                 
June 30, 2020  $162,330        $346,873      
Organic Revenue   38,712    23.8%   25,899    7.5%
Inorganic Revenue(1)   7,477    4.6%   17,136    4.9%
Foreign exchange impact   1,041    0.6%   894    0.3%
Total Change   47,230    29.1%   43,929    12.7%
June 30, 2021  $209,560        $390,802      

 

   Quarter on Quarter Change   Year to Date 
   (2nd Quarter)   (2nd Quarter) 
NET REVENUE(1)  Revenue   % Change   Revenue   % Change 
                 
June 30, 2020  $130,356        $281,192      
Organic Revenue   43,011    33.0%   40,771    14.5%
Inorganic Revenue(1)   7,437    5.7%   17,061    6.1%
Foreign exchange impact   1,041    0.8%   894    0.3%
Total Change   51,489    39.5%   58,726    20.9%
June 30, 2021  $181,845        $339,918      

 

(1)“Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and inorganic components from total revenue growth. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the Company’s Brands that have been held throughout each of the comparable periods presented, and (b) “inorganic revenue”.

 

(2)Net Revenue: GAAP Revenue adjusted to exclude certain third-party costs when we act as a principal for the services rendered in the client arrangement.

 

Note: Actuals may not foot due to rounding.

 

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SCHEDULE 3

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED MANAGEMENT ADJUSTED RESULTS

 

          Communications, Public Affairs and Advocacy ("CPAA")
Normalization Adjustment
    Revenue          
          As Reported      Reporting Periods Calculations     As Reported          
          For the three months ending
June 30,
                plus the
difference  
       
    GAAP REVENUE
As Reported
    2019     2020     Average
of CPAA
Periods
Reported
    Difference
between
current
period
reported
and
Average
    between
current period
reported and
Average of
CPAA
Periods
Reported
    %
Change
 
    i     ii     iii     iv = (ii + iii) / 2     v = ii - iv     vi = v + i        
June 30, 2020   $ 162,330     $ 25,681     $ 52,423     $ 39,052     $ (13,371 )   $ 148,959          
Organic Revenue     38,712       26,742       (3,843 )                     65,453       43.9 %
Inorganic Revenue(1)     7,477       -       -                       7,477       5.0 %
Foreign exchange impact     1,041       -       -                       1,041       0.7 %
Total Change     47,230       26,742       (3,843 )                     73,971       49.7 %
June 30, 2021   $ 209,560     $ 52,423     $ 48,580     $ 50,501     $ 13,371     $ 222,930          

 

          As Reported      Reporting Periods
Calculations
    Net Revenue        
          For the three months
ending June 30,
           As Reported
plus the
       
    Net Revenue
As Reported
    2019     2020     Average of CPAA Periods Reported     Difference
between
current
period
reported
and
Average
    difference
between
current period
reported and
Average of
CPAA Periods
Reported
    %
Change
 
    i     ii     iii     iv = (ii + iii) / 2     v = ii - iv     vi = v + i        
June 30, 2020   $ 130,356     $ 16,354     $ 26,045     $ 21,200     $ (4,846 )   $ 125,511          
Organic Revenue     43,011       9,691       4,964                       52,702       42.0 %
Inorganic Revenue(1)     7,437       -       -                       7,437       5.9 %
Foreign exchange impact     1,041       -       -                       1,041       0.8 %
Total Change     51,489       9,691       4,964                       61,180       48.7 %
June 30, 2021   $ 181,845     $ 26,045     $ 31,009     $ 28,527     $ 4,846     $ 186,691          

 

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          Communications, Public Affairs and Advocacy ("CPAA")
Normalization Adjustment
    GAAP         
          As Reported                 Revenue          
          For the six months ending
June 30,
    Reporting Periods
Calculations
    As Reported
plus the 
       
    GAAP
REVENUE
As Reported
    2019     2020     Average of
CPAA
Periods
Reported
    Difference
between
current
period
reported
and
Average
    difference between
current period
reported and
Average of
CPAA Periods
Reported
    %
Change
 
    i     ii     iii     iv = (ii + iii) / 2     v = ii - iv     vi = v + i        
June 30, 2020   $ 346,873     $ 53,567     $ 104,662     $ 79,115     $ (25,548 )   $ 321,325          
Organic Revenue     25,899       51,095       (14,966 )                     76,994       24.0 %
Inorganic Revenue(1)     17,136       -       2,183                       17,136       5.3 %
Foreign exchange impact     894       -       -                       894       0.3 %
Total Change     43,929       51,095       (12,783 )                     95,024       29.6 %
June 30, 2021   $ 390,802     $ 104,662     $ 91,879     $ 98,270     $ 25,548     $ 416,349          

 

          As Reported     Reporting Periods Calculations      Net Revenue As Reported        
          For the six months ending
June 30,
                plus the difference         
                                  between         
    Net Revenue
As Reported
    2019     2020     Average
of CPAA
Periods
Reported
    Difference
between
current period
reported and
Average
    current period
reported and
Average of
CPAA Periods
Reported
    %
Change
 
    i     ii     iii     iv = (ii + iii) / 2     v = ii - iv     vi = v + i        
June 30, 2020   $ 281,192     $ 31,302     $ 60,088     $ 45,695     $ (14,393 )   $ 266,799       2  
Organic Revenue     40,771       28,786       (9,463 )                     69,558       26.1 %
Inorganic Revenue(1)     17,061       -       2,127                       17,061       6.4 %
Foreign exchange impact     894       -       -                       894       0.3 %
Total Change     58,726       28,786       (7,337 )                     87,513       32.8 %
June 30, 2021   $ 339,918     $ 60,088     $ 52,751     $ 56,420     $ 14,393     $ 354,312          

 

(1)“Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and inorganic components from total revenue growth. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the Company’s Brands that have been held throughout each of the comparable periods presented, and (b) “inorganic revenue”.

 

(2)Net Revenue: Pro Forma GAAP Revenue adjusted to exclude certain third-party costs when we act as a principal for the services rendered in the client arrangement.

 

Note: Actuals may not foot due to rounding.

 

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SCHEDULE 4

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands)  June 30, 2021
(Unaudited)
  

December 31, 2020

 

 
ASSETS          
Current assets:          
Cash, cash equivalents and restricted cash  $73,450   $92,457 
Accounts receivable, net   196,821    225,733 
Expenditures billable to clients   15,909    11,063 
Other current assets   37,701    36,433 
Total current assets   323,881    365,686 
Investments   1,865    14,256 
Property and equipment, net   37,842    35,614 
Goodwill   352,469    351,725 
Intangible assets, net   171,130    186,035 
Right-of-use assets – operating leases   53,997    57,752 
Other assets   2,578    2,787 
Total assets  $943,762   $1,013,855 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Accounts payable  $108,734   $147,826 
Accruals and other liabilities   87,620    89,562 
Current maturities of long-term debt   497    994 
Advanced billings   70,049    66,418 
Current portion of operating lease liabilities   19,280    19,579 
Current portion of deferred acquisition consideration   8,767    12,579 
Total current liabilities   294,947    336,958 
Long-term debt, net   184,319    198,024 
Long-term portion of deferred acquisition consideration   7,516    5,268 
Long-term portion of operating lease liabilities   49,435    52,606 
Deferred tax liabilities, net   16,232    16,050 
Other liabilities   7,345    5,802 
Total liabilities   559,794    614,708 
           
Commitments and contingencies          
           
Redeemable noncontrolling interest   2,626    604 
           
Member’s equity   350,395    358,756 
Noncontrolling interest   30,947    39,787 
Total equity   381,342    398,543 
Total liabilities, redeemable noncontrolling interest and equity  $943,762   $1,013,855 

 

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SCHEDULE 5

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED SUMMARY CASH FLOW DATA

 

   Six Months Ended June 30 
(in thousands, except percentages)  2021   2020 
Net cash provided by operating activities  $39,218   $46,813 
Net cash used in investing activities   (7,288)   (7,908)
Net cash used in financing activities   (52,710)   (23,653)
Effect of exchange rate changes on cash, cash equivalents and restricted cash   1,773    380 
Net (decrease) increase in cash, cash equivalents and restricted cash   (19,007)   15,632 
Cash, cash equivalents and restricted cash at the beginning of the period   92,457    63,860 
Cash, cash equivalents and restricted cash at the end of the period  $73,450   $79,492 
           
Supplemental cash flow information:          
Cash interest paid   (4,649)   (4,490)
Income taxes paid   (3,047)   (1,310)
Non-cash investing and financing activities:          
Acquisitions of business   -    (23,720)
Net unrealized gain (loss) on investments   -    (4,999)
Contributions by Member   12,122    83,242 
Distributions to Member   (13,000)   - 
Payment of deferred acquisition consideration   (7,080)   (64,322)

 

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SCHEDULE 6

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

 

   For the three months ended June 30,   For the six months ended June 30, 
   2021   2020   2021   2020 
Net Income  $18,659   $4,845   $23,262   $17,338 
Interest expense, net   1,935    1,976    3,286    2,887 
Provision for income taxes   3,348    134    4,021    593 
Depreciation and amortization   10,381    10,108    21,331    19,864 
EBITDA   34,323    17,063    51,900    40,682 
Management Adjustments                    
Other (expense) income, net   833    688    224    (2,336)
Equity in losses of unconsolidated affiliate   3    37    (1)   (42)
Acquisition-related expenses   1,297    440    3,942    1,135 
Deferred acquisition consideration expenses   2,098    1,144    6,034    1,121 
Other non-recurring items   161    -    461    - 
Other restructuring costs   -    846    -    1,289 
Adjusted EBITDA  $38,715   $20,218   $62,560   $41,849 

  

Note: Actuals may not foot due to rounding.

 

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SCHEDULE 7

 

STAGWELL MARKETING GROUP LLC AND SUBSIDIARIES

 

UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

 

   2020   2021   YTD Q2   YTD Q2 
   Q2   Q3   Q4   Full Year   Q1   Q2   2020   2021 
Inorganic GAAP Revenue                                        
                                         
GAAP Revenue   162,330    228,097    313,062    888,032    181,242    209,560    346,873    390,802 
Organic revenue for the period   (140,923)   (216,959)   (299,785)   (812,488)   (171,435)   (203,124)   (295,745)   (374,559)
Foreign exchange impact   188    760    478    579    (147)   1,041    (659)   894 
                                         
Inorganic GAAP Revenue   21,595    11,898    13,755    76,123    9,660    7,477    50,469    17,137 
                                         
Inorganic Net Revenue                                        
                                         
GAAP Revenue   162,330    228,097    313,062    888,032    181,242    209,560    346,873    390,802 
Third party direct costs   (31,971)   (75,238)   (113,882)   (254,801)   (23,168)   (27,715)   (65,681)   (50,884)
Net revenue   130,359    152,859    199,180    633,231    158,074    181,845    281,192    339,918 
Organic revenue for the period   (112,795)   (142,291)   (186,473)   (567,292)   (148,588)   (175,409)   (238,528)   (321,963)
Foreign exchange impact   188    760    478    579    (147)   1,041    (659)   894 
                                         
Inorganic Net Revenue   17,752    11,328    13,185    66,518    9,338    7,477    42,005    17,061 

 

Note: Actuals may not foot due to rounding.

 

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