Stagwell Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Stagwell Inc. has filed its 2023 10-K report detailing its financial performance and corporate history.</b>

AI Summary

Stagwell Inc (STGW) filed a Annual Report (10-K) with the SEC on March 11, 2024. Stagwell Inc. filed its 2023 Form 10-K on March 11, 2024, reporting on the fiscal year ending December 31, 2023. The company's principal business address is One World Trade Center, Floor 65, New York, NY 10007. Stagwell Inc. was formerly known as MDC Stagwell Holdings Inc., with previous name changes from MDC Partners Inc. and MDC Corp Inc. The filing includes financial data for the fiscal years ending December 31, 2023, 2022, and 2021. The SIC code for Stagwell Inc. is 7311, Services-Advertising Agencies.

Why It Matters

For investors and stakeholders tracking Stagwell Inc, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Stagwell's financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The historical company name changes and incorporation details offer context on Stagwell's evolution and potential impact on its brand identity and market perception.

Risk Assessment

Risk Level: low — Stagwell Inc shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant negative financial events or disclosures that would elevate the risk level.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand Stagwell's performance drivers and potential challenges for the upcoming fiscal year.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-11 — Filing Date (Date of submission)
• 7311 — SIC Code (Services-Advertising Agencies)

Key Players & Entities

• Stagwell Inc. (company) — Filer name
• MDC Stagwell Holdings Inc (company) — Former company name
• MDC Partners Inc (company) — Former company name
• MDC CORP INC (company) — Former company name
• One World Trade Center (location) — Business address

FAQ

Industry Context

Stagwell Inc. operates within the advertising and marketing services industry, a sector characterized by evolving digital landscapes and client demand for integrated solutions.

Regulatory Implications

As a publicly traded company, Stagwell Inc. is subject to SEC regulations, including the requirement to file annual reports (10-K) to ensure transparency for investors.

What Investors Should Do

1. Analyze the full 10-K document for detailed financial statements, including revenue, net income, and balance sheet information.
2. Examine the Management's Discussion and Analysis (MD&A) section for insights into the company's performance drivers and outlook.
3. Review the Risk Factors section to understand potential challenges and uncertainties facing Stagwell Inc.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-11: Filing Date — Date Stagwell Inc. submitted its 10-K to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and business overview for Stagwell Inc.)

SIC Code

Standard Industrial Classification code used to classify businesses based on their primary activity. (Identifies Stagwell Inc.'s primary industry as Advertising Agencies.)

Year-Over-Year Comparison

This is the initial filing of the 2023 Form 10-K, providing the latest annual financial data and corporate information.

Key Financial Figures

• $0.001 — stered Class A Common Stock, par value $0.001 per share STGW NASDAQ Securities regi
• $7.21 — the basis of the closing sales price of $7.21 of the Class A Common Stock on that dat
• $10 million — contracts with annual fees of more than $10 million. Stagwell operates in a highly competit
• $100 million — wardPMX. In 2019, Stagwell Media made a $100 million investment into MDC, the parent company

Filing Documents

• stgw-20231231.htm (10-K) — 3525KB
• exhibit43-descriptionofsec.htm (EX-4.3) — 31KB
• exhibit10151-performanceba.htm (EX-10.15 1) — 44KB
• exhibit10152-formoftimexba.htm (EX-10.15 2) — 32KB
• exhibit21-subsidiaries.htm (EX-21) — 135KB
• exhibit231-consentofindepe.htm (EX-23.1) — 2KB
• exhibit232-consentofindepe.htm (EX-23.2) — 2KB
• stgw-20231231xex311xmpenn.htm (EX-31.1) — 12KB
• stgw-20231231xex312xflanuto.htm (EX-31.2) — 12KB
• stgw-20231231xex321xmpenn.htm (EX-32.1) — 7KB
• stgw-20231231xex322xflanuto.htm (EX-32.2) — 7KB
• exhibit97-clawbackpolicy.htm (EX-97) — 51KB
• stgw-20231231_g1.jpg (GRAPHIC) — 9KB
• stgw-20231231_g2.jpg (GRAPHIC) — 33KB
• 0000876883-24-000007.txt (&nbsp;) — 18002KB
• stgw-20231231.xsd (EX-101.SCH) — 107KB
• stgw-20231231_cal.xml (EX-101.CAL) — 86KB
• stgw-20231231_def.xml (EX-101.DEF) — 614KB
• stgw-20231231_lab.xml (EX-101.LAB) — 1146KB
• stgw-20231231_pre.xml (EX-101.PRE) — 907KB
• stgw-20231231_htm.xml (XML) — 2930KB

Risk Factors

Item 1A. Risk Factors 12

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 37 Item 1C. C ybersecurity 38

Properties

Item 2. Properties 39

Legal Proceedings

Item 3. Legal Proceedings 39

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 39 PART II

Market for Registrant's Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities 39

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 40

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 62

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 123

Controls and Procedures

Item 9A. Controls and Procedures 123

Other Information

Item 9B. Other Information 126

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 126 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 126

Executive Compensation

Item 11. Executive Compensation 127

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 127

Certain Relationships and Related Transactions and Director Independence

Item 13. Certain Relationships and Related Transactions and Director Independence 127

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 127 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 128

Form 10-K Summary

Item 16. Form 10-K Summary 128

Signatures

Signatures 131 Table of Contents EXPLANATORY NOTE On December 21, 2020, MDC Partners Inc. ("MDC") and Stagwell Media LP ("Stagwell Media") announced that they had entered into an agreement, providing for the combination of MDC with the operating businesses and subsidiaries of Stagwell Media (the "Stagwell Subject Entities") (the "Transaction Agreement"). The Stagwell Subject Entities comprised Stagwell Marketing Group LLC ("Stagwell Marketing" or "SMG") and its direct and indirect subsidiaries. On August 2, 2021 (the "Closing Date"), we completed the combination of MDC and the Stagwell Subject Entities and a series of steps and related transactions (such combination and transactions, the "Transactions"). In connection with the Transactions, among other things, (i) MDC completed a series of transactions pursuant to which it emerged as a wholly owned subsidiary of the Company, converted into a Delaware limited liability company and changed its name to Midas OpCo Holdings LLC ("OpCo") which was subsequently renamed Stagwell Global LLC; (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell Inc. The Transactions were treated as a reverse acquisition for financial reporting purposes, with MDC treated as the legal acquirer and Stagwell Marketing treated as the accounting acquirer. As a result of the Transactions and the change in our business and operations, under applicable accounting principles, the historical financial results of Stagwell Marketing prior to August 2, 2021 are considered our historical financial results. Accordingly, historical information presented in this Annual Report on Form 10-K (this "Form 10-K") for events occurring or periods ending before August 2, 2021 does not reflect the impact of the Transactions or the financial results of MD

Forward-Looking Statements

Forward-Looking Statements This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company's representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company's beliefs and expectations, future financial performance, growth, and future prospects, the Company's strategy, business and economic trends and growth, technological leadership and differentiation, potential acquisitions, anticipated operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as "aim," "anticipate," "assume," "believe," "continue," "could," "create," "estimate," "expect," "focus," "forecast," "foresee," "future," "goal," "guidance," "in development," "intend," "likely," "look," "maintain," "may," "ongoing," "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. 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 corr

Business

Item 1. Business About Us Stagwell Inc. is the challenger network built to transform marketing. Stagwell delivers scaled creative performance for some of the world's most ambitious brands, connecting creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, we employ approximately 13,000 people, including contractors, in over 34 countries across the globe who drive effectiveness and improve business results for our more than 4,000 blue-chip customers as of December 31, 2023. In addition, as of December 31, 2023, our Global Affiliate Network added coverage in over 30 additional countries. Stagwell offers the capabilities marketers need in the digital age: Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Creativity & Communications, and "software as a service" ("SaaS") and "data as a 2 Table of Contents service" ("DaaS") technology tools within the Stagwell Marketing Cloud Group. Our global scale allows us to compete for many of the largest marketing contracts available, including multi-regional contracts with annual fees of more than $10 million. Stagwell operates in a highly competitive and fragmented industry, but we believe we have a distinct advantage given our digital composition and its alignment with the broader marketplace. Additionally, the Stagwell Marketing Cloud, our proprietary suite of SaaS and DaaS technology solutions is designed for modern marketers and includes applications across the marketing value chain—research and insights, communications technology, media studios and advanced media platforms (including augmented reality ("AR"). Stagwell provides a suite of marketing services that serve marketers' needs as well as self-service technology-driven solutions for in-house marketers. Through the Stagwell Marketing Cloud, Stagwell is investing in the frontiers of marketing, with technology products that fuel artificial intelligence ("AI") for content creation, "

View Full Filing

View this 10-K filing on SEC EDGAR