Stagwell Inc.

Thank you and good morning, everyone. Welcome to the Stagwell Inc. conference call for the third quarter of 2021. On today's call, Mark Penn, Chairman and Chief Executive Officer, will first provide an overview of Stagwell's third quarter results, followed by a review of financial results from our Chief Financial Officer, Frank Lenuto. We will then take questions, which you can submit through the chat function on the video webcast portal. Before we begin our prepared remarks, I'd like to remind you that the following discussion contains forward-looking statements and non-GAAP financial data. Forward-looking statements about the company, including those relating to earnings guidance, are subject to uncertainties referenced in the cautionary statements included in our earnings release and slide presentation, and are further detailed in the company's SEC filings. Unless otherwise stated, the results discussed on this call will be pro forma for the combination, giving full effect to historical results as if the combination had been completed on January 1st, 2020. For your reference, we posted an investor presentation to our website at stagwellglobal.com. We also refer you to this morning's press releases and slide presentations for definitions, explanations, and reconciliations of non-GAAP financial data. And now to start the call, I'd like to turn it over to our chairman and CEO, Mark Penn.

Thank you, good morning. and thank you everyone for joining us to discuss our first quarter of combined company results for Stagwell Inc. The strength displayed across our businesses reinforces our conviction in the power of the new Stagwell platform and makes one thing abundantly clear, the combination is working. The platform is demonstrating new levels of growth and profitability that go beyond mere pandemic recovery and sets us up to deliver record full-year results. I'm pleased to report that net revenue on a pro forma basis grew 25.2% year-over-year to $498 million, and that net organic revenue grew 22.8%. The strength of the quarter is further amplified by looking at organic net revenue excluding our off-cycle advocacy businesses. and by that measure, we hit 27.9% of organic growth. Net revenue, we believe, is the best measure of our company's performance because GAAP revenue includes significant pass-through expenses that vary by the services we offer. The rush to digital and digital experiences driven by the pandemic started long-lasting trends that will continue to benefit our business given our high revenue mix of digital transformation digital media, and online research. The majority of our brands delivered third quarter revenues above 2019 pre-pandemic levels, many of them significantly, and our net revenue was 14.4% higher than 3Q 2019 as our digital businesses powered us to new heights. We expect those trends in digital growth to continue as we head into the next political cycle and as travel marketing comes back next year. Adjusted EBITDA was $100.3 million in the quarter, up 12.4% from the prior year and representing a 20.1% margin on net revenues, a very strong result for an off year. We've been able to maintain these strong margins because as we have ramped back up, we've kept our overall comp to revenue ratio steady while the central G&A costs have dropped as a percentage of a growing base of business. While talent in the industry is tight, our recruiters have built a central database of over 250,000 applicants and stepped up directly sourcing candidates. They report that the Stagwell combination has created an attractive place for marketing and advertising talent, especially relative to competitors whose businesses and recruitment methods and models are outdated. Our third quarter results build on a strong first half of the year, bringing year-to-date net revenues of $1.407 billion versus $1.185 billion in the prior year, a year-over-year increase of 18.7%. Year-to-date adjusted EBITDA was $275 million versus $206 million in the same period in 2020, a 33.7% year-over-year increase. On a segment basis, our integrated agencies, which includes Anomaly Alliance, Constellation Network, Code and Theory Network, and Donor Partners Network, grew net revenue 30% year-over-year, and adjusted EBITDA increased 24% versus the prior year. Our media group, which includes both our digital media and offline media operations, as well as precision data and our travel content business grew net revenues 31% year over year, while adjusted EBITDA grew 53% versus 3Q 2020. Another way to look at growth is to isolate our high growth digital businesses that sit across all our segments. Excluding our advocacy fundraising business, our digital transformation, digital media, and online research agencies grew net revenues 61%, including 55% organic net revenue growth. These businesses drove growth through the pandemic as consumers spent more time online discovering and purchasing products, and their 3Q net revenues were nearly 90% above 3Q 2019 pre-pandemic levels. Our high-growth digital businesses, including online advocacy fundraising, contributed 37% of our 3Q net revenues, and we expect that mix to continue to increase over time. Another factor contributing to our strong growth was the beginning of a recovery in some of the more heavily pandemic-impacted businesses. Our travel content business more than doubled year over year in the quarter as clients began to reinvest as lockdowns were lifted and business pivoted some of its offerings to digital formats. Experiential net revenue, a relatively small part of the business, grew at approximately 70% versus the prior year, driven by an uptick of in-person events as the Delta variant concerns declined in areas with high vaccination rates. Experiential is still running 15% below 2019 levels, while our travel business remains less than 50% of pre-pandemic levels. We expect continued sequential recovery in both of those businesses going forward. The media group also delivered strong margin expansion as a result of the formation of the Stagwell Media Network and its greater degree of operating leverage. Revenues grew much faster than costs as larger contract wins from the first half started to ramp up, while cost-saving tactics and strategies implemented during the pandemic were maintained. The strong performance of our integrated agencies and media group was partially offset by a modest and expected decline in our communications and advocacy group, which reported a third-quarter net revenue decline of 6% year-over-year. Adjusted EBITDA for the segment was down 50%, as expected in an off-cycle year. Within this segment, our nonpolitical PR businesses grew net revenue at an impressive 33%. As we approach 2022, with the House and Senate up for grabs in the midterm elections, industry experts are widely predicting record fundraising and advertising levels in the coming cycle. The Virginia governor's race is an early indication supporting those expectations, with more than $125 million spent on advertising as of last week, which represents an increase of 100% from the last cycle, and we're seeing robust demand for our high-margin media and fundraising services for 2022. Quickly looking at our balance sheet, liquidity remains strong as we ended the quarter with $115 million of cash at quarter end, and our balance sheet remains flexible with leverage at 3.0 times. Our strong results year-to-date give us confidence that heading into the year end, to narrow revenue guidance to the upper end of the range, which had been revised higher in 2Q. We now expect to end the year with full year pro-former revenue of $2.15 to $2.18 billion, and we are raising our adjusted EBITDA expectations for a second time to $370 to $380 million from $325 to $340 million at the beginning of the year. Our guidance does not include any synergies which have been estimated at $30 million. Confidence in our updated guidance is supported by significant net new business in the quarter of $64 million on robust client activity. Some wins of note, Fitbit at 72 and Sunny, Calm at Anomaly, Hasbro Groupon and Athleta at Allison and Partners, and Aetna at Vitra. The Media Network won business with Vivid Seats and Seabird Insurance at Assembly, and Stagwell Media won new business with Miller & Noll, Forever 21, Nike, and De Beers, as well as H&R Block, where Gale was named Digital, Media, and CRM Agency of Record. Code & Theory had a particularly strong quarter of wins, adding TikTok, J&J, Henry Schein, and 1800 Flowers as clients. while winning new business with Goldman Sachs, Amazon, and JP Morgan. As a new platform with integrated solutions for some of our most complex client challenges, we are continuing to secure larger account wins. Notably, several of our brands collaborated on an integrated creative media and PR win for a healthcare company that provides rapid testing at home for COVID, the flu, and more. A key benefit of the combination is bringing together our media agencies to create a truly omni-channel media and data offering that supports multi-regional contract wins and provides a digital-first approach. To that end, in August, we created the Steigwald Media Network, a group of leading multi-channel agencies, including Assembly, Forward PMX, MMI, Media Kitchen, and Grayson, creative consultancy Gale, and B2B specialist Multiview. and the transaction transcreation agency, Locaria. The network offers marketers a more dynamic partner for global B2B and B2C solutions, spanning data, technology, media, and creativity, aimed at accelerating business growth for brands worldwide. We then took another important step towards streamlining the global media offering to allow it to more efficiently scale and united our offline media force assembly with our global digital media brand, Forward PMX, under the assembly brand. Assembly now consists of 1,500 employees across 20 countries and 30 offices sitting within the broader media network and accounts for the largest piece of the network's $5.5 billion media under management. The move has been well received by staff, clients, and the press with one outlet calling the new assembly a media powerhouse. We expect this powerhouse platform to be a core driver of winning larger multi-regional campaigns And this is evidenced by our recent expanded contract arrangement with Nike, now a multi-year, multi-region contract worldwide. The affiliate program continues to grow in support of our global expansion as a way to move into new markets. We now have 30 affiliates with the plan to continue growing the program to 50. As expected, the program is already beginning to pay dividends in the form of international expansion for our brands. One example of the success of the affiliate program is the joint venture between Allison and Partners and Stagwell affiliate Grupo Garnier. The alliance afforded a quick path to new market development in Latin America, providing Allison and Partners a footprint in eight new countries, equipped with a team of 150 PR specialists in Costa Rica, El Salvador, Guatemala, Panama, Honduras, Ecuador, Peru, and Mexico. boosts digital marketing, content, and PR capabilities across Latin America, and a joint leadership team based in Miami has been formed to create a center of excellence for clients who want to connect the U.S. Latinx market and help North American brands enter Mexico, Central, and South America. Finally, I'd like to wrap up with a few comments on the M&A front. As you will see in the income statement on September 15, 2021, we sold Reputation Defender for proceeds of $40 million, with a gain of over $43 million to the company. We believe Stagwell provides an incredible platform for sustainable value creation through M&A and subsequent organic growth. Our strong combined cash flows will allow us to utilize our investment team to strategically broaden our digital transformation and media capabilities and support global expansion. I want to express my gratitude to all of the leaders and all of the employees of the new Stagwell. They are showing what a state-of-the-art platform with the right balance of creativity and talent can do in churning out professional, award-winning work. We're seeing strong growth, an improved balance sheet, great collaboration and cooperation, and already I see us playing in and winning larger, integrated business. Stagwell is and will transform marketing. I hope you will attend our Investor Day next Monday at our World Trade Center campus and learn more about our leaders and our go-forward strategy. Former Treasury Secretary Larry Summers will also be with us to talk about future directions of our economy. With that, I turn it over to Frank Lanuto to walk through our financial results in more detail. Thanks, Mark.

Good morning, everyone. As we've previously reported, the company completed its business combination on August 2nd, and today, I will discuss our first post-combination results. Our business combination was treated as a reverse merger for accounting purposes with former Stagwell Marketing Group identified as the accounting acquirer. As a result, the numbers for Q3 report the historical results for the former Stagwell Marketing Group for the three- and nine-month periods and the results of the former MDC for the partial post-acquisition period between August 2nd. and September 30th. My comments today will include a limited discussion of U.S. GAAP results, which will be supplemented with pro forma combined results, as if the business combination occurred on January 1, 2020. The supplemental pro forma results will provide useful additional information to help evaluate our business. And now, let me begin with our U.S. GAAP results. Revenue for Q3 was $467 million versus $228 million for the same period in the prior year, or an increase of 104.6%. Net revenue, excluding pass-through costs, was $409 million versus $153 million in the prior period, or an increase of 167.6%. For the nine months, Revenue was $857 million versus $575 million for the same period in the prior year, or an increase of 49.1%. Net revenue, excluding pass-through costs, was $749 million versus $434 million in the prior period, or an increase of 72.6%. Moving to adjusted EBITDA, for Q3, was $88 million versus $37 million for the same period in the prior year, or an increase of 135.8%. And for the nine months, adjusted EBITDA was $150 million versus $79 million for the same period in the prior year, or an increase of 90%. The remainder of my comments will now shift to the pro forma results of the combined company for the third quarter and nine-month periods ended September 30th. Starting with revenue, in Q3, revenue increased to $568 million from $512 million in the prior year, or an increase of 11.1 percent. Net revenue increased to $498 million from $398 million in the prior year, or an increase of 25.2 percent. For the nine months, revenue increased to 1.61 billion from 1.45 billion in the prior year, or an increase of 11.5%. Net revenue similarly increased to 1.40 billion from 1.185 billion in the prior year, or an increase of 18.7%. On an organic basis, Net revenue increased by 22.8% and 15.6% for the quarter and nine-month periods, respectively. Looking at our performance by lines of business, in Q3, we grew net revenue across all business lines, led by digital, which increased $48 million, or 35%, research, which increased $20 million, or 75%, Creative, which increased $16 million, or 11%, and Public Relations, which increased $9 million, or 16%. Looking at Q3 net revenues on a client sector basis, we saw strong double-digit increases across almost all sectors, with technology up approximately 50% and travel, financial services, and communications all growing by more than 30% year over year. This was partially offset by expected declines within our cyclical public affairs sector and the automotive sector, largely driven by semiconductor chip shortages. All other client sectors grew double digits year over year. Outside of the automotive sector, we have seen little impact to spending levels by clients from reported supply chain challenges, but we will continue to monitor the situation and any effects going forward to ensure to adapt as necessary. Turning to our segments, the company now reports its results in four reportable segments consisting of the integrated agencies network, media, communications, and all other. Similar to our product lines, in Q3, net revenue grew broadly across the reportable segments, led by the integrated agencies network, which grew $75 million, or 29.9%, and media, which grew $26 million, or 30.9%. The communications segment, which includes our cyclical advocacy businesses and select PR businesses, declined slightly by $3 million, or 5.6%. All other which includes some revenues from Reputation Defender, as well as select pre-revenue digital products, and our central innovations group grew $2 million year-over-year, or 45.3%. Turning to our costs, excluding the impact of our cyclical advocacy businesses, our strong control over costs led to a smaller increase in operating expenses as compared to revenue. leading to margin expansion. The quarter did not include any significant impact from synergies or the related costs to achieve, which we expect will kick in more materially in the new year. We still anticipate roughly $30 million of run rate synergies from the combination and our tracking to our plan. As a result, our adjusted EBITDA increased 12.4% to $100 million in Q3 and increased 33.7% to $275 million for the nine months ended. Excluding the impact of our cyclical advocacy business, adjusted EBITDA to net revenue margins increased to 20.1% from 19.3% and increased 19% from 15.6% as compared to the prior year for the three and nine months periods respectively. During the quarter, the company also recorded a non-cash impairment charge of approximately $15 million. The charge related to the retirement of the Forward PMX trade name in connection with the operational uniting of the company's media brands, Assembly and Forward PMX, which under the Assembly brand name now operate in the company's media segment. Moving to our balance sheet, our quarter end liquidity remains strong. We finished Q3 with $115 million in cash and approximately $181 million drawn against our $500 million revolver. Our leverage ratio was three times, well below the 4.75 times covenant limit. During the quarter, we took additional steps to improve further our balance sheet. We took advantage of the favorable interest rate environment and successfully refinanced our 7.5% senior notes, which were scheduled to mature in early 2024, with $1.1 billion of new eight-year 5.625% senior notes scheduled to mature in 2029. The refinancing adds long-term stability to our balance sheet, while simultaneously reducing our annual interest costs by approximately $17 million on a comparative balance basis. During the quarter, the company also provided notices of conversion of our Series 6 and Series 8 convertible preferred shares. Pursuant to these notices, the preferred shares will be converted into approximately $33 million of the company's Class A common stock. We expect the conversion of both series of preferred to be completed in Q4. The conversion of the preferred shares will simplify the company's capital structure as well as eliminate further accretion of the preferred shares, saving up to another $23 million. Moving to our acquisition-related liabilities, we funded approximately $8 million during Q3, and ended the quarter with approximately $105 million in M&A-related obligations. In Q4, we will fund approximately another $5 million in M&A obligations, including the step-up of our ownership interest in one of our agencies. CapEx for the quarter and nine months ended with $7 million and $16 million, respectively. For the remainder of the year, we expect approximately another $6 million in CapEx spending, bringing our total to the year to approximately $22 million, or 1% of total revenue, in line with our previous guidance of 1% to 1.5%. And with respect to the remainder of the year, as Mark previously mentioned, we are raising the company's pro forma full-year guidance to a revenue range $2.15 billion to $2.18 billion, and adjusted EBITDA of $370 million to $380 million. In closing, I want to thank all our employees who contributed to making this combination a reality and who continue to drive the company's strong performance. Operator, we'll now open it up for Q&A.

As a reminder to everyone, you can chat in your questions through the webcast portal. We have a question from Lena Gayor at BNP Paribas Exane. It's a two-part question. So the first part is, apart from the good results, I wanted to ask a little bit on what you're seeing in the market and particularly client behavior in light of one, supply chain disruption and two, rising inflation.

I think that, as Frank said, we've seen for a long time now that the auto industry had to cut back marketing because of the lack of chips in order to move cars. We haven't really seen outside of the auto industry any kind of significant pullback. So that says to me that people are looking to continue marketing through the holiday season and are expecting some of these shortages to be transitory. And the second part of the question? Was rising inflation. Again, we haven't seen a lot of reaction to rising inflation. Generally, rising inflation is not a bad thing for the marketing industry. Generally, it'll create, you know, additional kind of margin for marketing and generally more competition, you know, in the marketplace. So we haven't, again, really seen any direct effects. We have seen in terms of, you know, Generally out there, some wage inflation, which I think as I commented on, I think that we've been able to keep our comp to revenue ratio constant as our business has been growing because we're able really to attract quality talent because we're a rising, growing, modern company in the marketing space. We hope to be the employer of choice.

And the follow-up to that was related to the labor shortage and wage inflation. Do you expect to continue to be resilient to the wage inflation, just given Stagwell is a more digital offering and you may be exposed to salary inflation from tech-savvy talent?

Again, I think that's been actually an issue for years. We have about 1,000 engineers, but we're also diversifying our engineering locations. So part of what the pandemic has done now has actually built a more distributed workforce in terms of engineering. So also we've got the acquisition of TrueLogic down in Argentina, and that's been very successful and has been able to greatly expand our engineering capability. We have operations in India, we have operations in Manila, Canada. So we're really looking at a more of a global marketplace. And I think that we've been able and will continue to be able to juggle that to deliver expanded quality service to our clients.

The next question is on EBITDA margins. Have EBITDA margins normalized?

I don't think that travel is fully back to where it is. I think generally the other expenses outside of travel have pretty much normalized. I think you're seeing As I said, I think comp-to-revenue ratio stabilized. I think we're fortunate in a growing business to be able to keep our G&A fairly constant. Frank, any other comment on that?

In addition to what Mark said, I think there's still some room for margin expansion for us. So while I think the margins are stable, I do think as we continue to execute on our synergies that we would expect to see some margin expansion going forward.

And particularly the next year, the political cycle kicks in. We'd expect to see an uptick in margin towards the back half of the year.

The next question's on M&A. Where do you see opportunities for future acquisitions?

I think that our network is very strong in North America and Europe. I think we've got to build out Latin America. I think there are opportunities in India. And I think we can continue to strengthen our network in Asia. So I think we have global expansion as an important aspect because what we do see is that we are just as the unified Stagwell platform in the U.S., I think we're seeing already entry into larger pitches. The more we build out our network, which we're building out first with affiliates, the more we're going to stand up for larger and larger contracts. So that's number one. Number two, again, what we really do now is there are no – free-standing small acquisitions. Any such smaller acquisitions are always bolt-ons to extend capabilities of our platforms. So you might have a specialty, say, in a marketplace of advertising of Walmart or Amazon or an AR. So you'll have new technologies or add-on capabilities to that. And then, of course, we're always looking to continue to build the network and core digital marketing spaces. And those are the three areas in which we're going to I think have a proven track record of being able to deploy capital at significantly higher rates than our cost of capital. And we have a platform here that I think really works incredibly well in terms of being able to absorb those acquisitions and really give them some added firepower.

The next sell-side question is from Chris McGinnis at Sidoti. Can you talk about the early benefits of the business combination? Have there been any areas that have surprised you?

Well, I'm surprised at how quickly I think everybody came together. I think, frankly, the executives and the employees had been waiting a long time for the conclusion of the merger as things dragged on. And I think as soon as it was done, I think everybody appreciated having a single platform, a single company, a single vision. And so I've seen things generally come together faster than I expected. And I've also seen the early client reaction, I think, somewhat stronger than I expected. Because I think people say, hmm, it's a new platform. It's clearly got scale. It's got the digital services that a modern marketer needs. And I think that's moved us up. I've seen more $10 million bids and successful closings in the last couple months than really I've seen in really a couple of years here.

The next question is for Frank. Given improving financial performance, do you see opportunities for further deleveraging?

Well, I think that we will throw off significant cash flows and could delever further if we want, but We see operating at the current levels as appropriate and in line with our strategy to reinvigorate merger and acquisition activity. So we'll use cash flows to help support that activity as well. So I don't see us really moving it much from where it is right now, perhaps going a little higher, no significant difference.

One more question chatted in. Can you speak to your future plans for global expansion and which specific services you are focused on building out in terms of the global footprint?

Again, I think come to our investor day, and I think you're going to learn somewhat more about the plans for the future. Clearly, we've been interested in both making sure that we have on and offline media on a global basis. We want to also play in the expanded area of content creation and transcreation. And I think that, as I said, we're going to fill in those areas that are weaker in order to achieve global contracts. I think there's some really great opportunities out there because I think the largest holding companies really focused on a lot of those developing markets somewhat earlier in nature. And so there are many, I think, digital-first firms out there that really haven't had someone to bring them into a platform or a network. But I think on Investor Day, we're going to talk more specifically about what those plans are.

That's all the questions we have, so I'll turn it over to Mark if you have any concluding comments.

Thank you. Again, I just want to thank all our leaders and employees for coming together and We're really producing, I think, a great first combined almost quarter for the new network, and I think this portends really well for our future. And as I said before, I hope you'll come to Investor Day. We will learn in even greater detail our plans for the future. Thank you.