Good morning, everyone. Welcome to the Stagwell Inc. Webcast for the Fourth Quarter and Full Year 2021.

On today’s webcast, Mark Penn, Chairman and Chief Executive Officer, will first provide an overview of Stagwell’s full year results, followed by a review of fourth quarter and full year financial results from our Chief Financial Officer, Frank Lanuto.

We will then take questions which you could submit through the chat function on the video webcast portal. Before we begin our prepared remarks, I would 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 1, 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 presentation for definitions, explanations and reconciliations of non-GAAP financial data. And now to get started, I’d like to turn it over to our Chairman and Chief Executive Officer, Mark Penn..

Thank you, Michaela. Good morning and thank you for joining us to discuss our fourth quarter and first full year combined company results for Stagwell Inc. for 2021. Today’s results demonstrate that the merger is not only working, but is working even better and faster than expected. Three key factors are propelling the network.

First, our high concentration of digital capabilities aligns us with the fastest growing areas of the market. Second, we scale the new markets through key acquisitions and a network of global affiliates.

And third, our focus on flexibility, integration and collaboration is resonating with larger clients, leading to bigger, more impactful wins throughout the network. Today’s results and our continued momentum are separating us from the legacy competitors and positioned us well to exceed our 2025 GAAP revenue target of $3.4 billion.

Our strong outlook is a result of numerous strategic moves we made in 2021. Starting with the combination, we created a network structure to facilitate integrated solutions and put in place incentives to drive collaboration, leading to many of the year’s 8 wins each worth more than $10 million in annual revenue.

We created an omni-channel media powerhouse to deliver data and technology across the full funnel. We scaled international markets through investments on our global network of more than 50 affiliates. And we refined our go-to-market with an experienced global solutions team to service some of our largest accounts.

We also executed our plan to strengthen our balance sheet and optimize our capital structure. We refinanced our bonds, converted our preference shares, and reduced net leverage resulting in credit upgrades by both major credit rating agencies.

Further, we provided investors with increased transparency and certainty around future M&A liabilities by ending all material legacy uncapped earn-outs. The result of our execution is a strategic platform for growth and operational efficiency that is fueled by robust free cash flow.

Stagwell’s approach reflects our belief that a truly lasting growth path is created through a combination of disciplined capital deployment and organic growth, not through frenetic investment, financed by diluting shareholders. Before I turn to our 2021 results in detail, I want to take a moment to address the international situation.

While we all watch the horror of what’s happening in the Ukraine and are doing what we can to support those there. I note that Stagwell has no offices in the country and only a less than 10 person office in Russia, which we are in the process of now closing down.

Turning to our record full year 2021 results, on a pro forma basis, GAAP revenue grew 6.6% to $2.2 billion exceeding our initial 2021 guidance for $2.14 billion to $2.18 billion. Our revenue grew 16.4% year-over-year to $1.93 billion, with 14.5% 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.

Excluding our cyclical advocacy businesses, which saw an expected decline as they lapped the 2020 elections, our 2021 growth was even more impressive as GAAP revenue grew 18.2% and net revenue increased by 20% year-over-year, with 18% organic growth.

Our top line growth allowed us to continue to grow our pro forma adjusted EBITDA, which has $378 million for the year, not including synergies versus an initial guidance of $325 million to $340 million, exceeding the midpoint of that range by $45 million.

This represented 20% year-over-year adjusted EBITDA growth and 41% growth when excluding advocacy and was a 19.6% margin on net revenue. Our robust margins were the result of continued diligence around costs, which were outpaced by revenue growth and a strong performance across our digital capabilities.

As we projected, more than 50% of our EBITDA converted to free cash flow, which we expect to be even higher this year. Growth was broad-based across all our principle capabilities, especially our digital capabilities, which are digital transformation, performance media and data and consumer insights and strategy.

Our digital transformation businesses grew 25% organically year-over-year, driven by more than 40% organic growth at our non-advocacy agencies, the largest being Code and Theory, GALE, Instrument, and YML.

The digital acceleration during the pandemic continued as clients allocated more of their budgets to transforming their marketing businesses, digital platforms and applications turning to Stagwell for design and engineering excellence at scale.

Our performance media and data capabilities grew more than 10% organically in 2021, with building momentum through the year delivering 31% growth in the fourth quarter driven in part by large contract wins at Assembly.

The wins come on the back of the consolidation of digital marketing agency, ForwardPMX, under the Assembly brand creating a scaled omni-channel powerhouse, with cutting-edge data and technology. Assembly now generates more than 75% of its revenue from digital channels.

And it’s digital-first offering is resonating powerfully with bigger clients looking to consolidate media partnerships as the landscape becomes increasingly complex. The creation of the Stagwell Media Network has not only provided the scale to service larger accounts, but to do so more competitively.

We have been able to start signing commercial and strategic deals with the largest global advertising platforms, giving our agency’s earlier access to ad platform innovations exclusive access to premium inventory for our clients and enhanced training only provided to the largest media buyers.

Our consumer insights and strategy businesses grew in excess of 40% organically, with particular strength at the National Research Group, which had a record year across all of its top 10 clients and include the biggest entertainment technology companies in the world.

Over the past few years, NRG has become the premier data and analytics driven consultancy for content creators, streamers, and big tech providing crucial insights that drive content optimization, product innovation and marketing strategy.

We also saw similarly strong growth at the Harris Poll, driven by increased demand for its brand insights and strategy services as well as its Harris Poll brand platform, which allows clients to track consumer brand sentiment in real-time against their competitors.

Our creativity and communications capabilities grew 7% year-over-year, with strong growth across our public relations practices, our recovery in experiential, and strength at our flagship creative agencies, such as Anomaly, which is forging a path of creative evolution, with its design, innovation and transformation assignments, leading to growth at clients like Diageo and Google and new business with Nespresso, Amazon and Dunkin just to name a few.

Our creativity and communications companies helped open the door to key larger wins. Turning to new business, we continue to build on three consecutive quarters of strong new business, generating a record $75 million of net new business in the fourth quarter.

During 2021, we won 8 contracts that we anticipate will generate more than $10 million in annual revenue each, with the ninth soon to be announced at the start of the year as Assembly was awarded multi-region media duties for a Global Fortune 500 Technology Company.

We also significantly expanded our relationships with several high-quality blue chip customers like Nike, Google, Amazon, Apple, Novo Nordisk, Abbott Labs, Johnson & Johnson, Epic Games and Adidas slew our fantastic clients like Dunkin, LegalZoom and QHealth, as well as two new Fortune 100 clients in technology and healthcare services.

Nothing demonstrated the Stagwell Energy better than our omni-channel work around the Super Bowl. We ran 7 ads during the big game for clients ranging from Meta, to Polestar, to Expedia, and for the NFL. In addition, we did numerous digital client activations including work for Captain Morgan, MilkPep, Budweiser, and Groupon.

We also continued to receive strong industry recognition. Allison & Partners brought home the title for the best in show at the PRovoke SABRE Awards and they work for Budweiser went across all categories in which they were short-listed.

Announced just this morning, creative agency Observatory has been named for the third year in a row to Fast Company’s list of world’s most innovative companies for its work with Chipotle, Nike, Netflix and more.

Our investment team has had an active year as well as we closed the transformative combination and quickly turned our sites to investing for the future.

In December, we completed the 100% acquisition of Good Stuff, the second largest independent media agency in the UK, which was recently awarded Campaign Magazine UK’s prestigious Agency Media of the Year Award.

The strategic transaction brings deep expertise and offline media buying and planning that will complement the Assembly’s digital capabilities in Europe, allowing the media network to deliver omni-channel excellence in the region critical to win larger contracts.

Also in December, our strong cash flow allowed us to acquire the remaining 49% of Instrument, one of our fastest growing digital transformation design agencies. We were able to fund these investments while reducing net debt to 2.8x LTM adjusted EBITDA at year end.

We also made key investments in new talent to lead the Stagwell marketing cloud, bringing on Abe Geiger as the Chief Product Officer, Elizabeth Roller as Chief Marketing Officer, and Matt Lochner as Managing Director.

This team of proven digital product and marketing leaders will drive SaaS and DaaS innovation for our suite of technology products we are building to support our clients’ in-house marketing transformations and leveraging emerging technologies.

In January, we launched around an augmented reality tool for live sporting events, which we have showcased at CES. While it’s still in its very early stages, we are pleased to welcome the new leadership team to take us into a liftoff phase of the Stagwell marketing cloud.

Looking ahead, we have had a strong start to the year and are expecting pro forma 2022 net revenue growth of 18% to 22% and 13% to 17% when excluding advocacy and adjusted EBITDA of $450 million to $480 million, which is expected to be back half weighted given the normal seasonality of our non-advocacy businesses amplified by these significant back half weighting in our advocacy businesses, which typically see strong growth in the third and especially fourth quarter of an election year.

Relative to net revenue, we expect GAAP revenue growth to exceed net revenue growth by mid single-digits due to the higher pass-through costs in our advocacy businesses. We also anticipate a strong year for free cash flow, which we expect to grow approximately 30% versus 2021.

We plan to use roughly one-third of this cash flow to fund existing M&A, one-third to fund new investments in our global presence digital capabilities and the Stagwell marketing cloud and keep one-third to continue to deleverage with a new long-term target of 2.5x net debt to LTM adjusted EBITDA.

Further deleveraging will continue to strengthen our balance sheet and provide increased capital flexibility. We are also considering a plan to allow for buybacks to offset dilution from equity issuance related to compensation or investments.

Unlike our legacy competitors, our growth is continuing to soar and is driven by our high digital concentration, upside in the Stagwell Media Network, large wins in our flagship creative agencies, unique exposure to strong secular growth and advocacy and recovery to new growth in our travel business.

But most importantly, we have seen a significant shift in the understanding and appreciation for the Stagwell story in the industry, which has led to a notable improvement in client retention, which is allowing our larger wins to drive real growth.

Our positive momentum is also helping us to better attract and retain talent during a challenging period for the labor market, positioning us for a successful 2022. If you have missed some of what I have said or find these calls rather dry, we have put together a video to highlight our year.

And then we will be hearing from our CFO, Frank Lanuto with some additional details on our performance. [Video Presentation].

Thanks Mark. Good morning, everyone. We are pleased to have you join us today to discuss our Q4 and first post combination annual results. My comments today will include a limited discussion of our GAAP results, which will be supplemented with pro forma combined results as if the business combination took place on January 1, 2020.

The supplemental pro forma results will provide useful additional information to help you evaluate the company’s performance. Revenue for Q4 was $612 million versus $313 million for the same period in the prior year or an increase of 161%.

For the full year, revenue was $1.47 billion versus $888 million for the same period in the prior year or an increase of 65%. Net revenue excluding pass-through costs was $1.27 million versus $633 million in the prior period or an increase of 100%.

Adjusted EBITDA for Q4 was $104 million or $64 million for the same period in the prior year or an increase of 61%. And for the full year, adjusted EBITDA was $254 million versus $143 million for the same period in the prior year or an increase of 77%.

The remainder of my comments will now focus on the pro forma results of the combined company for the fourth quarter and the full year. Revenue for Q4 was $612 million or $641 million in the prior year or a decrease of 4.6% driven principally by the absence of pass-through costs in the political cycle. Excluding advocacy, revenue was up 18%.

Net revenue, excluding pass-through costs increased 10% to $520 million from $471 million in the prior year. Excluding advocacy, net revenue was up 20%. And for the full year, revenue increased to $2.22 billion from $2.09 billion in the prior year or an increase of 6.6%. Ex-advocacy, revenue increased 18%.

Net revenue, excluding pass-through costs increased to $1.93 billion from $1.66 billion in the prior year or an increase of 16.4%. Ex-advocacy, net revenue increased 20%. And on an organic basis, net revenue increased by 11.3% and 14.5% for the quarter and the full year respectively.

We report our revenue by both our reportable segments and our principal capabilities.

As Mark already discussed our principle capabilities in his remarks, I won’t repeat the details here other than to note we have reclassified our principle capabilities into four categories, including digital transformation, performance media and data, consumer insights and strategy, and creativity and communications.

We have selected this aggregation of our revenue as it is most reflective of the nature of the services that we are providing to our clients. And with that, let me turn to our segments. We have three reportable segments consisting of Integrated Agencies Network, The Media Network, and the Communications Network.

Beginning with Integrated Agencies, our largest segment, organic net revenue grew by $43 million and $189 million or 15% and 18% in Q4 and for the full year respectively, driven by strength in digital, integrated pitches and larger contract wins.

The Media Network increased its organic net revenue by $34 million and $63 million or 36% and 17% in Q4 and for the full year respectively, driven by several $10 million contract wins as well as demand for digital services and our travel related business.

Our organic net revenue in our Communications segment decreased by $22 million, or 9% for the full year, as expected as 2021 was an off-cycle or election year. Excluding advocacy, the Communications segment grew by 10% for the full year, driven by strong demand for strategic communications.

Turning to our costs, excluding our cyclical advocacy businesses, we expanded our margins for both the fourth quarter and the full year. Adjusted EBITDA in Q4 was $104 million versus $109 million a year ago, down 5% with an EBITDA margin of 19.9%. Excluding advocacy adjusted EBITDA increased 31%, with margins of 18.9%, up from 17.3% a year ago.

And for the full year, adjusted EBITDA was $378 million versus $316 million a year ago, up 20%, with margins of 19.6%. Excluding advocacy, adjusted EBITDA increased 41%, with our EBITDA margin rising to 19% from 16.1% in prior period.

The quarter does not include any significant impact for synergies or the cost to achieve, which we expect to pick up more materially in the current year. We still expect to achieve approximately $30 million of run-rate synergies from the combination over the stated target.

Moving to our balance sheet, during the quarter, we took additional steps to improve our financial position and manage leverage.

We entered transactions to acquire the remaining interests we did not already own in three subsidiaries including instrument, digital design and transformation business, Targeted Victory, a digital advocacy business and Concentric, a healthcare business. The company also acquired good stuff our UK, excuse me, UK based media agency during the quarter.

In total, the company made M&A related payments of $50 million in cash and $37.5 million in stock during the quarter. And the transactions allowed us to acquire the new and remaining interest not already owned for predominantly kept them out using a combination of cash and company stock.

In total, our deferred acquisition costs redeemable non-controlling interest and non-controlling interest excluding Class C shareholders rose immaterially in Q4, with increases in DAC and RNCI, offset by a decline in NCI.

Net CapEx for the quarter and for the full year was $6 million and $22 million respectively, or approximately 1% of full year revenue, in line with our previous estimates. Moving to liquidity, we ended the year in a strong position.

Inclusive of our previously discussed payments, we finished the year with $184 million of cash and $110 million drawn on a revolver against our $500 million revolving credit facility. Our total leverage ratio at year end was 3.04x. Excluding M&A obligations, our net leverage declined 2.8x from 3.1x in the prior quarter.

And moving to guidance for fiscal ‘22, the company is guiding to pro forma net revenue growth of 18% to 22%, pro forma net revenue growth ex advocacy of 13% to 17% and adjusted EBITDA of $450 million to $480 million.

CapEx is projected at 1% of revenue, and the company estimates that it will increase its free cash flow defined as adjusted EBITDA less interest, cash taxes, CapEx, minority interest distributions and changes in working capital and other by approximately 30%, from $201 million in 2021 or between 50% to 60% of our forecasted adjusted EBITDA.

Our outlook is based on the prevailing macro conditions, and does not reflect any significant adverse impact from the invasion of Ukraine. In closing, I would like to thank our colleagues and business partners that have helped us in accomplishing the many initiatives we have undertaken in 2021. We will now open it for Q&A.

Please submit your questions via the chat button at the top of your screen. Thank you..

Thank you, Frank. The first question that we have in the chat comes from Avi Steiner at JPMorgan.

In light of the guidance would the company expect to be out of the revolver by year end 2022?.

Frank?.

It depends on the level of acquisitions that we make in 2022. So, I would say that it’s possible, although not definitive at this point, just given the options we might have on acquisition side..

And from Chris McGinnis at Sidoti, the next question, given the success following the business combination, have you seen a change in the competitive landscape in response?.

I haven’t – I have seen a little bit of a response. I have seen Omnicom made some acquisitions that were, I thought a response to the kinds of areas that we are having very strong success in. So, I have seen the competition respond.

I think ultimately, we are gaining share and have an opportunity to continue to gain share, because no matter what kind of acquisitions the large players make, they really can’t be a 51% through digital assets the way we are. Therefore, are not showing the kind of growth rates that we are showing moving forward after the pandemic..

And a follow-up question, as the pandemic passes, do you think that changes the growth trajectory on the digital side of the business?.

Well, I think it’s been permanently changed. I have always said that I thought the pandemic was a 3-year to 5-year acceleration of digital transformation. And I think from what we are seeing, we are seeing continued kind of very strong booking of business all of the digital techniques. As you know, we said digital transformation.

I think those pipelines are extremely strong. We are also seeing kind of online media. About 75% of our media placement is online. And we are seeing a very strong book of business in online media. I think as it becomes increasingly complex, keep over.

And again, we are also seeing strong on research, I think I was maybe a little bit more surprised of the level of research coming out of the pandemic, but all of these things are not stopping and don’t show any signs of stop and to be a more longer term trends..

Great. A follow-up question from Avi at JPMorgan. Thanks for the clarification on the company’s Ukraine and Russia exposure.

Can the company speak to its Eastern European exposure and broader Europe, and more directly whether the company is seeing a slowdown in Europe at all as a result of the tragic events in Ukraine?.

I think that obviously, we have significant properties in Europe. We are about 80% U.S., I think 85% North America. So, our overall exposure to international markets is something we are actually increasing rather than decreasing. We have pretty limited exposure in Eastern Europe. But again, none of that seems to have been affected in any material way.

We don’t see clients calling up and changing their marketing plans. I think the impact is really in the Ukraine and Russia. And I don’t see it in terms of our business really expanding beyond that at this point..

A question from Doug Arthur at Huber Research, can you discuss in more detail your 2022 outlook for advocacy given the pending highly contested election season?.

Well, the outlook is strong for continued growth. I think as people in advocacy and really know what’s happening now is the presidential race will set a new bar, in the midterms will typically be equal the last presidential race, and then the next presidential race will set yet a new bar of interest and involvement.

This is not just a cyclical market, it is a growth market. And certainly having House and Senate, really so close, that the amount of activity here is really going to be I think extremely high level.

And I think the model of the midterms being presidential and then the next presidential setting a new bar is likely to continue at least through the next cycle..

Great.

Investor question for Frank, can you please explain the one kind of stock based compensation charge?.

Certainly, that charge was taken as part of the transition to employees of the former Stagwell Marketing Group. It’s important to note though, that that stock-based compensation charge is an accounting charge, but there were no new shares issued from the company.

It was actually paid from the proceeds that Stagwell Media received in the exchange during the merger. So, there were no additional shares issued. But that’s the accounting treatment for it..

Another question from the investor line, how is wage inflation impacting your overall operating budget?.

Again, I think we have taken that into account as we move forward. I think there is obviously wage pressure. We are a people business. I think that however, there is high demand for the services.

So, I think that to the extent there is wage pressure, I think that will be reflected over relatively short periods of time with clients and increases in general cost of marketing. So, I think inflation will affect us, but I think it will affect us in a more or less neutral way over any significant period of time..

Another investor question, could you please talk about the change to the leverage target from 3x to 2.5x and what drove that adjustment in thinking?.

I think as we reviewed the previous long-term growth targets, and I see us going much faster along that curve when I look at both how this year ended up and the guidance for next year. We are really making much faster jumps. And I think that’s going to produce more cash.

And kind of as I reflected, the general plan is to use about a third towards existing commitments or paying out on return about a third for new commitments and then reserve about a third, right. And that will – and said, with that a new leverage target of 2.5.

2.5 also our covenants effectively would allow us to have much greater flexibility in terms of what we would do with the growing level of capital. So, I think that’s why I revised the plan, because we are growing faster than expected, and generating more….

A flow of questions on the line about the travel business, just how meaningful that that business is and what is driving the growth there?.

I think travel in general is not a large part of the business. It’s a good recovery part. I mean it really went from positive – negative back to positive. But I think during that period, also, we were able to move the travel business largely from our print business, to mostly an online or digital business.

We were able to pick up most of the airport screens that CNN expanded, and we have 3,500 airport screens, we have rights to NFL games. And we are – now run a TV channel, rich TV, with advertising. And so I think that’s a good business, we hope to see expand over the coming years..

And that concludes our questions. So, I will turn it back to Mark for closing comment..

Thank you. I want to first thank really all the employees who put in an incredible hard year, this year as we created the transition to one company. But as one company, we are on the roll. I think we are bringing together the best of talent and the best of technology, and that’s being recognized by clients, which are in financial success.

And we are going to manage I think that success and improvement, but successful way to get the right balance between continued growth margin and security for all. Thank you very much..