Form 8-K MDC PARTNERS INC For: Jul 28

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date Earliest Event reported) — July 28, 2016 (July 28, 2016)

 

MDC PARTNERS INC.

 

(Exact name of registrant as specified in its charter)

 

Canada		001-13718		98-0364441
(Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

 

745 Fifth Avenue, 19^th Floor, New York, NY 10151
(Address of principal executive offices and zip code)

 

(646) 429-1800
(Registrant’s Telephone Number)

 

 

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

 

¨

Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

 

¨

Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

 

 

 

Item 2.02

Results of Operations and Financial Condition.

 

On July 28, 2016, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three and six months ended June 30, 2016. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company hosted an earnings call in which its financial results for the three and six months ended June 30, 2016 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

 

The Company has posted the materials attached as Exhibit 99.2 on its web site (www.mdc-partners.com). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.

 

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

 

Item 7.01

Regulation FD Disclosure.

  

On July 28, 2016, the Company issued a press release announcing that its Board of Directors has declared a cash dividend of $0.21 per share on all of its outstanding Class A shares and Class B shares. A copy of this press release is attached as Exhibit 99.3 hereto. The quarterly dividend will be payable on or about August 24, 2016, to shareholders of record at the close of business on August 10, 2016.

 

The foregoing information (including the exhibit hereto) is being furnished under “Item 7.01 - Regulation FD Disclosure.” Such information (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

  

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

Press release dated July 28, 2016, relating to the Company’s earnings for the three and six months ended June 30, 2016.

 

99.2

Investor presentation dated July 28, 2016.

 

99.3

Press release dated July 28, 2016, relating to the announcement of the Company’s dividend.

 

 

 

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

 

 

Date: July 28, 2016		MDC Partners Inc.
		By:		/s/ Mitchell Gendel                  Mitchell Gendel General Counsel & Corporate Secretary

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

PRESS RELEASE FOR IMMEDIATE ISSUE

 

	FOR:	MDC Partners Inc.		CONTACT:	Matt Chesler, CFA
		745 Fifth Avenue, 19th Floor			VP, Investor Relations
		New York, NY 10151			646-412-6877
					[email protected]

 

 

MDC PARTNERS INC. REPORTS RESULTS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2016

 

SECOND QUARTER HIGHLIGHTS:

·

Reported revenue increased 0.1% to $337.0 million; Organic revenue growth of 0.3%, 20 basis points negative impact from decreased billable pass-through costs

·

Net income attributable to MDC Partners of $1.2 million vs $29.6 million

·

Adjusted EBITDA decreased 11.8% to $41.9 million, with margins of 12.4% (See Schedules 2 and 3)

·

Company revises 2016 financial guidance to reflect lowered full year expectations

 

YEAR-TO-DATE HIGHLIGHTS:

·

Reported revenue increased 1.1% to $646.1 million; Organic revenue growth of 1.2%, 120 basis point negative impact from decreased billable pass-through costs

·

Net loss attributable to MDC Partners of ($22.1) million vs. ($2.5) million

·

Adjusted EBITDA decreased 5.0% to $74.7 million, with margins of 11.6% (See Schedules 4 and 5)

·

Net New Business wins totaled $36.9 million in Q2 and $56.8 million year-to-date

 

New York, NY, July 28, 2016 (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three and six months ended June 30, 2016.

 

Scott Kauffman, Chairman and Chief Executive Officer of MDC Partners, said, “This was a challenging quarter for our business. While our financial results in the second quarter were below our expectations, there’s no doubt that we have a very strong underlying business that is positioned for meaningful growth in the second half of the year and beyond. Our partners are building deep relationships with blue chip, increasingly global clients, including net new business of $57 million year-to-date. Our media business is beginning to break through, and our partners are attracting innovative talent with several recent significant hires. Importantly, we continue to take strategic actions that are making our business stronger and more efficient. We are confident that the steps we are taking, combined with the strength of our partners, will quickly return us to an attractive run rate, leading to solid shareholder returns.”

 

David Doft, CFO of MDC Partners, said, “We believe that it is prudent to revise our full-year 2016 guidance to reflect our softer-than-anticipated second quarter results. At the midpoint, our annual guidance implies a revenue increase of 5.9% and an Adjusted EBITDA increase of 6.2% as we continue to anticipate that there will be an acceleration in growth in the third and fourth quarters as recently won accounts come online. In addition, our recent payment of approximately $84 million of deferred acquisition consideration in the second quarter was a meaningful step toward strengthening our balance sheet. Notwithstanding our financial results thus far this year, we remain confident in the strength of our business model.”

 

 

Second Quarter and Year-to-Date Financial Results

 

Revenue for the second quarter of 2016 was $337.0 million, an increase of 0.1%, compared to $336.6 million in the second quarter of 2015. The effect of foreign currency translation was negative 0.7%, the impact of net acquisitions was positive 0.6%, and the resulting organic revenue growth was 0.3%. Organic revenue growth for the period was negatively impacted by 20 basis points from decreased billable pass-through costs incurred on client’s behalf from certain of our partner firms acting as principal.

 

Net income attributable to MDC Partners in the second quarter of 2016 was $1.2 million compared to $29.6 million in the second quarter of 2015. Diluted income per share from continuing operations attributable to MDC Partners common shareholders for the second quarter of 2016 was $0.02 compared to $0.56 per share in the second quarter of 2015. Adjusted EBITDA for the second quarter of 2016 was $41.9 million, a decrease of 11.8% compared to $47.5 million in the second quarter of 2015. Adjusted EBITDA Available for General Capital Purposes was $16.2 million in the second quarter of 2016, a decrease of 41.5%, compared to $27.8 million in the second quarter of 2015.

 

Revenue for the first six months of 2016 was $646.1 million, an increase of 1.1%, compared to $638.8 million in the first six months of 2015. The effect of foreign currency translation was negative 1.0%, the impact of net acquisitions was positive 0.9%, and the resulting organic revenue growth was 1.2%. Organic revenue growth for the period was negatively impacted by 120 basis points from decreased billable pass-through costs incurred on client’s behalf from certain of our partner firms acting as principal.

 

Net loss attributable to MDC Partners in the first six months of 2016 was ($22.1) million compared to ($2.5) million in the first six months of 2015. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the first six months of 2016 was ($0.44) compared to income of $0.05 per share in the first six months of 2015. Adjusted EBITDA for the first six months of 2016 was $74.7 million, a decrease of 5.0%, compared to $78.6 million in the first six months of 2015. Adjusted EBITDA Available for General Capital Purposes was $29.0 million in the first six months of 2016, a decrease of 23.8%, compared to $38.0 million in the first six months of 2015.

 

Financial Guidance

 

Guidance for 2016 is revised as follows:

 

Prior

Revised

Implied

2015

2016

2016

Year over Year

Actuals

Guidance

Guidance

Change

Revenue

$1.326 billion

$1.410 - $1.440 billion

$1.390 - $1.420 billion

+4.8% to +7.1%

Adjusted EBITDA

$197.7 million

$225 - $235 million

$205 - $215 million

+3.7% to +8.8%

Implied Adjusted EBITDA Margin

14.9%

15.8% to 16.4%

14.7% to 15.1%

-15 to +25 basis points

Adjusted EBITDA Available for

$113.4 million

$130 - $140 million

$110 - $120 million

-3.0% to +5.8%

General Capital Purposes

 

 

MDC Partners Announces $0.21 per Share Quarterly Cash Dividend

 

MDC Partners today also announced that its Board of Directors has declared a cash dividend of $0.21 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend will be payable on or about August 24, 2016, to shareholders of record at the close of business on August 10, 2016.

 

 

Conference Call

 

Management will host a conference call on Thursday, July 28, 2016, at 4:30 p.m. (ET) to discuss results. The conference call will be accessible by dialing 1-412-902-4266 or toll free 1-888-346-6216. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

 

A recording of the conference call will be available one hour after the call until 12:00 a.m. (ET), August 4, 2016, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10090304), or by visiting our website at www.mdc-partners.com.

 

About MDC Partners Inc.

 

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world. Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world’s most respected brands. As "The Place Where Great Talent Lives," MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients. By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.

 

Non-GAAP Financial Measures

 

In addition to its reported results, MDC Partners has included in this earnings 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 for the three and six months ended June 30, 2016, and 2015, include the following:

 

(1) Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of the following calculation: (i) the change in revenue during the relevant time period, less (ii) for each business acquired in the current year, the incremental impact on revenue for the comparable period prior to the Company’s ownership of such acquired business, less revenue from each business acquired by the Company in the previous year through the twelve month anniversary of the Company’s ownership, plus (iii) for each business disposed of in the current year, the incremental impact on revenue for the comparable period after the Company’s disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the Company’s disposition, less (iv) foreign exchange impacts.

 

(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.

 

(3) Adjusted EBITDA: Adjusted EBITDA is a non-GAAP measure that represents operating profit plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

 

 

(4) Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure that represents Adjusted EBITDA less net income attributable to the noncontrolling interests, capital expenditures net of landlord reimbursements, cash taxes, and cash interest, net & other.

  

(5) Net Bank Debt or Net Debt: Debt due pertaining to the revolving credit facility plus debt pertaining to the Senior Notes less total cash and cash equivalents.

 

Included in this earnings release are tables reconciling MDC Partners’ reported results to arrive at certain of these non-GAAP financial measures.

 

 

 

 

This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute 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 the SEC’s ongoing investigation and the related class action litigation claims;

 

·

risks associated with severe effects of international, national and regional economic downturn;

 

·

the Company’s ability to attract new clients and retain existing clients;

 

·

the spending patterns and financial success of the Company’s clients;

 

·

the Company’s ability to retain and attract key employees;

 

·

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.

  

The Company’s business strategy includes ongoing efforts to engage in acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities.

 

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.

 

 

 

 

SCHEDULE 1

 

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(US$ in 000s, except share and per share amounts)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Revenue		$	337,047			$	336,606			$	646,089			$	638,828
Operating Expenses:
Cost of services sold			228,835				225,042				440,281				435,461
Office and general expenses			72,709				53,075				150,537				127,383
Depreciation and amortization			11,436				14,007				22,656				26,307
			312,980				292,124				613,474				589,151
Operating profit			24,067				44,482				32,615				49,677
Other Income (Expense):
Other, net			26				4,348				15,538				(13,692	)
Interest expense and finance charges			(17,174	)			(13,288	)			(32,749	)			(28,384	)
Loss on redemption of notes			-				-				(33,298	)			-
Interest income			203				105				381				224
Income (loss) from continuing operations before income taxes
and equity in earnings of non-consolidated affiliates			7,122				35,647				(17,513	)			7,825
Income tax expense			4,405				4,679				2,433				625
Income (loss) from continuing operations before equity in
earnings of non-consolidated affiliates			2,717				30,968				(19,946	)			7,200
Equity in earnings (loss) of non-consolidated affiliates			(290	)			104				(61	)			455
Income (loss) from continuing operations			2,427				31,072				(20,007	)			7,655
Income (loss) from discontinued operations attributable to
MDC Partners Inc., net of taxes			-				1,329				-				(4,965	)
Net income (loss)			2,427				32,401				(20,007	)			2,690
Net income attributable to the noncontrolling interests			(1,254	)			(2,841	)			(2,113	)			(5,221	)
Net income (loss) attributable to MDC Partners Inc.		$	1,173			$	29,560			$	(22,120	)		$	(2,531	)
Income (Loss) Per Common Share:
Basic:
Income (loss) from continuing operations attributable to
MDC Partners Inc. common shareholders		$	0.02			$	0.57			$	(0.44	)		$	0.05
Discontinued operations attributable to MDC
Partners Inc. common shareholders			-				0.03				-				(0.10	)
Net income (loss) attributable to MDC Partners Inc.
common shareholders		$	0.02			$	0.60			$	(0.44	)		$	(0.05	)
Diluted:
Income (loss) from continuing operations attributable to
MDC Partners Inc. common shareholders		$	0.02			$	0.56			$	(0.44	)		$	0.05
Discontinued operations attributable to MDC
Partners Inc. common shareholders			-				0.03				-				(0.10	)
Net income (loss) attributable to MDC Partners Inc.
common shareholders		$	0.02			$	0.59			$	(0.44	)		$	(0.05	)
Weighted Average Number of Common Shares Outstanding:
Basic			50,322,757				49,859,300				50,162,654				49,807,419
Diluted			50,703,548				50,399,936				50,162,654				50,365,119

 

 

 

SCHEDULE 2

 

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Three Months Ended June 30, 2016
		Advertising and
		Communications				Corporate				Total
Revenue		$	337,047			$	-			$	337,047
Net income attributable to MDC Partners Inc.										$	1,173
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests											1,254
Loss from discontinued operations attributable to
MDC Partners Inc., net of taxes											-
Equity in losses of non-consolidated affiliates											290
Income tax expense											4,405
Interest expense and finance charges, net											16,971
Loss on redemption of notes											-
Other, net											(26	)
Operating profit (loss)		$	36,868			$	(12,801	)		$	24,067
margin			10.9	%							7.1	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization			10,926				510				11,436
Stock-based compensation			4,880				650				5,530
Acquisition deal costs			402				505				907
Deferred acquisition consideration adjustments			(299	)			-				(299	)
Distributions from non-consolidated affiliates **			-				-				-
Other items, net ***			-				252				252
Adjusted EBITDA *		$	52,777			$	(10,884	)		$	41,893
margin			15.7	%							12.4	%

 

 

 

*

Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

* compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

**

Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

 

***

Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

 

 

 

SCHEDULE 3

 

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Three Months Ended June 30, 2015
		Advertising and
		Communications				Corporate				Total
Revenue		$	336,606			$	-			$	336,606
Net income attributable to MDC Partners Inc.										$	29,560
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests											2,841
Income from discontinued operations attributable to
MDC Partners Inc., net of taxes											(1,329	)
Equity in earnings of non-consolidated affiliates											(104	)
Income tax expense											4,679
Interest expense and finance charges, net											13,183
Other, net											(4,348	)
Operating profit (loss)		$	54,372			$	(9,890	)		$	44,482
margin			16.2	%							13.2	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization			13,554				453				14,007
Stock-based compensation			4,863				451				5,314
Acquisition deal costs			255				587				842
Deferred acquisition consideration adjustments			(12,741	)			-				(12,741	)
Distributions from non-consolidated affiliates **			176				112				288
Other items, net ***			-				(4,718	)			(4,718	)
Adjusted EBITDA *		$	60,479			$	(13,005	)		$	47,474
margin			18.0	%							14.1	%

 

 

*

Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

* compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

**

Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

 

***

Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

 

 

SCHEDULE 4

 

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Six Months Ended June 30, 2016
		Advertising and
		Communications				Corporate				Total
Revenue		$	646,089			$	-			$	646,089
Net loss attributable to MDC Partners Inc.										$	(22,120	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests											2,113
Loss from discontinued operations attributable to
MDC Partners Inc., net of taxes											-
Equity in losses of non-consolidated affiliates											61
Income tax expense											2,433
Interest expense and finance charges, net											32,368
Loss on redemption of notes											33,298
Other, net											(15,538	)
Operating profit (loss)		$	58,546			$	(25,931	)		$	32,615
margin			9.1	%							5.0	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization			21,749				907				22,656
Stock-based compensation			8,761				1,454				10,215
Acquisition deal costs			467				993				1,460
Deferred acquisition consideration adjustments			6,028				-				6,028
Distributions from non-consolidated affiliates **			-				-				-
Other items, net ***			-				1,738				1,738
Adjusted EBITDA *		$	95,551			$	(20,839	)		$	74,712
margin			14.8	%							11.6	%

 

 

*

Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

* acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

**

Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

 

***

Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

 

 

SCHEDULE 5

 

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Six Months Ended June 30, 2015
		Advertising and
		Communications				Corporate				Total
Revenue		$	638,828			$	-			$	638,828
Net loss attributable to MDC Partners Inc.										$	(2,531	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests											5,221
Loss from discontinued operations attributable to
MDC Partners Inc., net of taxes											4,965
Equity in earnings of non-consolidated affiliates											(455	)
Income tax expense											625
Interest expense and finance charges, net											28,160
Other, net											13,692
Operating profit (loss)		$	80,385			$	(30,708	)		$	49,677
margin			12.6	%							7.8	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization			25,408				899				26,307
Stock-based compensation			8,363				1,396				9,759
Acquisition deal costs			539				1,177				1,716
Deferred acquisition consideration adjustments			(10,493	)			-				(10,493	)
Distributions from non-consolidated affiliates **			510				120				630
Other items, net ***			-				1,044				1,044
Adjusted EBITDA *		$	104,712			$	(26,072	)		$	78,640
margin			16.4	%							12.3	%

 

 

*

Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

* acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

**

Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

 

***

Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

 

 

SCHEDULE 6

 

MDC PARTNERS INC.

UNAUDITED ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

(US$ in 000s)

 

		Three Months Ended June 30,								Six Months Ended June 30,
			2016				2015				2016				2015
Adjusted EBITDA (1)		$	41,893			$	47,474			$	74,712			$	78,640
Net income attributable to the noncontrolling interests			(1,254	)			(2,841	)			(2,113	)			(5,221	)
Capital expenditures, net (2)			(7,038	)			(3,812	)			(12,577	)			(9,112	)
Cash taxes			(664	)			(175	)			(807	)			(715	)
Cash interest, net & other (3)			(16,689	)			(12,893	)			(30,219	)			(25,544	)
Adjusted EBITDA Available for General Capital Purposes (4)		$	16,248			$	27,753			$	28,996			$	38,048

 

(1) Adjusted EBITDA is a non GAAP measure.  See schedules 2 through 5 for a reconciliation of Net income (loss) to Adjusted EBITDA.
(2) Capital expenditures, net represents capital expenditures net of landlord reimbursements.  See Schedule 9 for reconciliation of amounts.
(3) Cash interest, net & other represents the cash interest paid for our borrowings, less interest income, adjusted for the quarterly accrual of cash interest under our Senior Notes.  See Schedule 9 for reconciliation of amounts.
(4) Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives.

 

 

 

SCHEDULE 7

 

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

 

		June 30,				December 31,
		2016				2015
Assets
Current Assets:
Cash and cash equivalents		$	16,062			$	61,458
Cash held in trusts			5,345				5,122
Accounts receivable, net			421,270				361,044
Expenditures billable to clients			51,708				44,012
Other current assets			51,327				37,109
Total Current Assets			545,712				508,745
Fixed assets, net			66,763				63,557
Investment in non-consolidated affiliates			6,392				6,263
Goodwill			876,644				870,301
Other intangible assets, net			61,418				72,382
Deferred tax assets			20,159				15,367
Other assets			39,065				41,010
Total Assets		$	1,616,153			$	1,577,625
Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit
Current Liabilities:
Accounts payable		$	308,909			$	359,568
Trust liability			5,345				5,122
Accruals and other liabilities			236,986				297,964
Advance billings			159,279				119,100
Current portion of long-term debt			361				470
Current portion of deferred acquisition consideration			102,985				130,400
Total Current Liabilities			813,865				912,624
Long-term debt, less current portion			987,381				728,413
Long-term portion of deferred acquisition consideration			129,059				216,704
Other liabilities			45,003				44,905
Deferred tax liabilities			98,191				92,581
Total Liabilities			2,073,499				1,995,227
Redeemable Noncontrolling Interests			65,367				69,471
Shareholders' Deficit
Common shares			275,883				269,842
Shares to be issued			2,360				-
Charges in excess of capital			(307,323	)			(315,261	)
Accumulated deficit			(549,110	)			(526,990	)
Accumulated other comprehensive income (loss)			(6,227	)			6,257
MDC Partners Inc. Shareholders' Deficit			(584,417	)			(566,152	)
Noncontrolling Interests			61,704				79,079
Total Shareholders' Deficit			(522,713	)			(487,073	)
Total Liabilities, Redeemable Noncontrolling
Interests and Shareholders' Deficit		$	1,616,153			$	1,577,625

 

 

SCHEDULE 8

 

MDC PARTNERS INC.

UNAUDITED SUMMARY CASH FLOW DATA

(US$ in 000s)

 

		Six Months Ended June 30,
		2016				2015
Cash flows provided by (used in) continuing operating activities		$	(138,497	)		$	69,478
Discontinued operations			-				(995	)
Net cash provided by (used in) operating activities			(138,497	)			68,483
Cash flows used in continuing investing activities			(16,762	)			(36,073	)
Discontinued operations			-				18,070
Net cash used in investing activities			(16,762	)			(18,003	)
Cash flows provided by (used in) continuing financing activities			109,672				(129,105	)
Discontinued operations			-				(40	)
Net cash provided by (used in) financing activities			109,672				(129,145	)
Effect of exchange rate changes on cash and cash equivalents			191				168
Net decrease in cash and cash equivalents		$	(45,396	)		$	(78,497	)

 

 

 

SCHEDULE 9

 

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

(US$ in 000s)

 

		2015																				2016
		Q1				Q2				Q3				Q4				FY				Q1				Q2				YTD
OTHER ITEMS, NET
SEC investigation and class action litigation expenses		$	5,762			$	3,882			$	2,722			$	1,340			$	13,706			$	1,486			$	1,359			$	2,845
D&O insurance proceeds			-				-				-				(1,000	)			(1,000	)			-				(1,107	)			(1,107	)
CEO repayment for certain perquisites and expenses			-				(8,600	)			(1,877	)			(808	)			(11,285	)			-				-				-
CEO and CAO termination related expenses			-				-				6,906				-				6,906				-				-				-
Total other items, net		$	5,762			$	(4,718	)		$	7,751			$	(468	)		$	8,327			$	1,486			$	252			$	1,738
		2015																				2016
			Q1				Q2				Q3				Q4				FY				Q1				Q2				YTD
CAPITAL EXPENDITURES, NET
Capital expenditures		$	(5,656	)		$	(3,848	)		$	(8,161	)		$	(5,910	)		$	(23,575	)		$	(5,539	)		$	(7,909	)		$	(13,448	)
Landlord reimbursements			356				36				1,259				805				2,456				-				871				871
Total capital expenditures, net		$	(5,300	)		$	(3,812	)		$	(6,902	)		$	(5,105	)		$	(21,119	)		$	(5,539	)		$	(7,038	)		$	(12,577	)
		2015																				2016
			Q1				Q2				Q3				Q4				FY				Q1				Q2				YTD
CASH INTEREST, NET & OTHER
Cash interest paid		$	(367	)		$	(25,401	)		$	(590	)		$	(26,308	)		$	(52,666	)		$	(25,703	)		$	(1,212	)		$	(26,915	)
Bond interest accrual adjustment			(12,403	)			12,403				(12,403	)			12,403				-				11,995				(15,680	)			(3,685	)
Adjusted cash interest paid			(12,770	)			(12,998	)			(12,993	)			(13,905	)			(52,666	)			(13,708	)			(16,892	)			(30,600	)
Interest income			119				105				114				129				467				178				203				381
Other			-				-				-				-				-				-				-				-
Total cash interest, net & other		$	(12,651	)		$	(12,893	)		$	(12,879	)		$	(13,776	)		$	(52,199	)		$	(13,530	)		$	(16,689	)		$	(30,219	)

 

 

 

Exhibit 99.2

 

July 28, 2016 Management Presentation Second Quarter 2016 Results

2 FORWARD LOOKING STATEMENTS & OTHER INFORMATION This presentation, including our “ 2016 Financial Outlook”, contains forward - looking statements . The Company’s representatives may also make forward - looking statements orally from time to time . Statements in this presentation that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute 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 below . 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 the SEC’s ongoing investigation and the related class action litigation claims ; • risks associated with severe effects of international, national and regional economic downturn ; • the Company’s ability to attract new clients and retain existing clients; • the spending patterns and financial success of the Company’s clients; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent pa yme nt 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 compliment and expand the Company’s business capabilities; an d • foreign currency fluctuations. The Company’s business strategy includes ongoing efforts to engage in acquisitions of ownership interests in entities in the marketing communications services industry . The Company intends to finance these acquisitions by using available cash from operations and through incurrence of bridge or other debt financing, either of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership . At any given time the Company may be engaged in a number of discussions that may result in one or more acquisitions . These opportunities require confidentiality and may involve negotiations that require quick responses by the Company . Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities . Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10 - K under the caption “Risk Factors” and in the Company’s other SEC filings .

3 SECOND QUARTER 2016 SUMMARY » Challenging quarter: organic revenue grew 0.3% and Adjusted EBITDA decreased 11.8% » Results impacted by timing and delayed ramp of new business, full quarter impact of prior client losses, international deceleration, decrease in billable pass - through costs, costs incurred ahead of revenue recognition for recent new business, and elevated severance related to our strategic action plan » Sharp acceleration in revenue and Adjusted EBITDA expected in second half of year, aided by tailwind from recent pick - up in new business activity » Revising full - year 2016 financial guidance to reflect softer than anticipated second quarter results and incremental contribution from recent Forsman & Bodenfors acquisition (closed July 1, 2016) Note: See appendix for definitions of non - GAAP measures

4 » Revenue increased 0.1% to $337.0 million from $336.6 million » Organic revenue growth of 0.3%, after a 20 basis points reduction from decreased billable pass - through costs » Net income attributable to MDC Partners of $1.2 million versus $29.6 million » Adjusted EBITDA decreased 11.8% to $41.9 million from $47.5 million » Adjusted EBITDA margin 12.4% versus 14.1% a year ago » Net new business wins of $36.9 million » Adjusted EBITDA Available for General Capital Purposes decreased 41.5% to $16.2 million from $27.8 million » Declared cash dividend of $0.21 per share SECOND QUARTER 2016 FINANCIAL HIGHLIGHTS Note: See appendix for definitions of non - GAAP measures

5 » Revenue increased 1.1% to $646.1 million from $638.8 million » Organic revenue growth of 1.2%, after a 120 basis points reduction from decreased billable pass - through costs » Net loss attributable to MDC Partners of ($22.1) million versus ($2.5) million » Adjusted EBITDA decreased 5.0% to $74.7 million from $78.6 million » Adjusted EBITDA margin 11.6% versus 12.3% a year ago » Net new business wins of $56.8 million » Adjusted EBITDA Available for General Capital Purposes decreased 23.8% to $29.0 million from $38.0 million FIRST HALF 2016 FINANCIAL HIGHLIGHTS Note: See appendix for definitions of non - GAAP measures

6 CONSOLIDATED REVENUE AND EARNINGS Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2016 2015 2016 2015 Revenue 337.0$ 336.6$ 0.1 % 646.1$ 638.8$ 1.1 % Operating Expenses Cost of services sold 228.8 225.0 1.7 % 440.3 435.5 1.1 % Office and general expenses 72.7 53.1 37.0 % 150.5 127.4 18.2 % Depreciation and amortization 11.4 14.0 (18.4) % 22.7 26.3 (13.9) % Operating Profit 24.1 44.5 (45.9) % 32.6 49.7 (34.3) % Other, net 0.0 4.3 15.5 (13.7) Interest expense and finance charges (17.2) (13.3) (32.7) (28.4) Loss on redemption of notes - - (33.3) - Interest income 0.2 0.1 0.4 0.2 Income tax expense (4.4) (4.7) (2.4) (0.6) Equity in earnings (losses) of non-consolidated affiliates (0.3) 0.1 (0.1) 0.5 Income (loss) from Continuing Operations 2.4 31.1 (20.0) 7.7 Income (loss) from discontinued operations, net of taxes - 1.3 - (5.0) Net Income (loss) 2.4 32.4 (20.0) 2.7 Net income attributable to non- (1.3) (2.8) (2.1) (5.2) controlling interests Net Income (loss) Attributable to MDC Partners Inc. 1.2$ 29.6$ (22.1)$ (2.5)$ % Change Three Months Ended June 30, Six Months Ended June 30, % Change

7 » Organic revenue growth negatively impacted by decreased billable pass - through costs by 20 basis points in Q2 and 120 basis points year - to - date REVENUE SUMMARY Note: Actuals may not foot due to rounding (US$ in millions, except percentages) Revenue $ % Change Revenue $ % Change June 30, 2015 $336.6 $638.8 Foreign Exchange (2.5) -0.7% (6.2) -1.0% Acquisitions (Dispositions), net 1.9 0.6% 5.7 0.9% Organic Revenue Growth (Decline) 1.0 0.3% 7.7 1.2% Total Change 0.4 0.1% 7.3 1.1% June 30, 2016 $337.0 $646.1 Three Months Ended Six Months Ended

8 REVENUE BY GEOGRAPHY » U.S. impacted by timing and delayed ramp of new accounts, the full quarter impact of prior client losses, and decreased billable pass - through costs » Deceleration in International due to timing and shift of some work loads for global clients from overseas to domestic agency locations Note: Actuals may not foot due to rounding (US$ in millions, except percentages) Total Total Organic Revenue Total Total Organic Revenue Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) United States $273.0 0.6% -0.1% $525.2 0.3% -0.6% Canada 33.6 -5.1% -0.6% 62.0 -5.0% 1.7% North America 306.6 -0.1% -0.1% 587.2 -0.2% -0.4% Other 30.4 2.2% 4.7% 58.9 17.3% 19.6% Total $337.0 0.1% 0.3% $646.1 1.1% 1.2% Three Months Ended June 30, 2016 Six Months Ended June 30, 2016

9 Q2 2016 Mix Year - over - Year Growth by Category » Fastest growing client sectors: Communications, Food & Beverage, Automotive » Diversification continues: Top 10 clients declined to 23.6% of revenue in Q2 2016 from 24.1% a year ago (largest <4%) REVENUE BY CLIENT INDUSTRY Q2 2016 2016 YTD Above 10% Communications, Food & Beverage, Automotive Automotive, Communications 0% to 10% --- Food & Beverage, Technology Below 0% Healthcare, Technology, Financials, Retail, Consumer Products Healthcare, Financials, Consumer Products, Retail * Excludes discontinued operations Note: Actuals may not foot due to rounding. Year - over - year category growth shown on a reported basis.

10 ORGANIC REVENUE GROWTH 1 Peers include Omnicom, IPG, WPP, Havas and Publicis . MDC Partners vs. Peers 1 Trailing 12 Month Organic Revenue Growth (Decline)

11 » Adjusted EBITDA impacted by delayed revenue, new business start - up costs, and incremental severance expense at corporate related to our strategic action plan ADJUSTED EBITDA 1 Adjusted EBITDA is a non GAAP measure. See schedules 2 through 5 of the Q2 2016 press release for a reconciliation of Net los s t o Adjusted EBITDA. Note: Actuals may not foot due to rounding. (US$ in millions, except percentages) 2016 2015 2016 2015 Total Revenue 337.0$ 336.6$ 0.1 % 646.1$ 638.8$ 1.1 % Advertising and Communications 52.8 60.5 (12.7) % 95.6 104.7 (8.7) % Corporate Group (10.9) (13.0) (16.3) % (20.8) (26.1) (20.1) % Adjusted EBITDA (1) 41.9$ 47.5$ (11.8) % 74.7$ 78.6$ (5.0) % margin 12.4% 14.1% 11.6% 12.3% % Change Three Months Ended June 30, Six Months Ended June 30, % Change

12 ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES 1 Adjusted EBITDA is a non GAAP measure. See schedules 2 through 5 of the Q2 2016 press release for a reconciliation of Net los s t o Adjusted EBITDA. 2 Capital Expenditures, net represents capital expenditures net of landlord reimbursements. 3 Cash Interest, net & Other represents the cash interest paid for our borrowings, less interest income, adjusted for the quart er ly accrual of cash interest under our Senior Notes. See Appendix for reconciliation of amounts. 4 Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure, and represents funds available for repayment of d ebt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives. (US$ in millions) 2016 2015 2016 2015 Adjusted EBITDA (1) $41.9 $47.5 $74.7 $78.6 Net Income Attibutable to the Noncontrolling Interests (1.3) (2.8) (2.1) (5.2) Capital Expenditures, net (2) (7.0) (3.8) (12.6) (9.1) Cash Taxes (0.7) (0.2) (0.8) (0.7) Cash Interest, net & Other (3) (16.7) (12.9) (30.2) (25.5) Adjusted EBITDA Available for General Capital Purposes (4) $16.2 $27.8 $29.0 $38.0 Three Months Ended June 30, Six Months Ended June 30,

13 AVAILABLE LIQUIDITY 1 1 Subject to available borrowings under the Credit Facility. (US$ in millions) June 30, 2016 December 31, 2015 Commitment Under Facility $325.0 $325.0 Drawn 107.4 0.0 Undrawn Letters of Credit 4.6 5.0 Undrawn Commitments Under Facility $213.0 $320.0 Total Cash & Cash Equivalents 16.1 61.5 Liquidity $229.1 $381.5

14 2016 FINANCIAL OUTLOOK Revenue Adjusted EBITDA Adjusted EBITDA Available for General Capital Purposes Implied Adjusted EBITDA Margin $1.326 billion $197.7 million $113.4 million 14.9% $1.390 to $1.420 billion $205 to $215 million $110 to $120 million 14.7% to 15.1% +4.8% to +7.1% +3.7% to +8.8% - 3.0% to +5.8% - 15 to +25 basis points 2015 Actuals Implied Year over Year Change Revised 2016 Guidance $1.410 to $1.440 billion $225 to $235 million $130 to $140 million 15.8% to 16.4% Prior 2016 Guidance Note: See appendix for definitions of non - GAAP measures

15 APPENDIX

16 Note: Actuals may not foot due to rounding REVENUE TRENDING SCHEDULE (US$ in thousands, except percentages) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 YTD Revenue United States $228,833 $243,128 $249,128 $272,385 $993,474 $252,018 $271,375 $270,512 $291,146 $1,085,051 $252,198 $272,991 $525,189 Canada 30,913 39,028 38,052 42,397 150,390 29,825 35,432 29,559 34,222 129,038 28,406 33,614 62,020 North America 259,746 282,156 287,180 314,782 1,143,864 281,843 306,807 300,071 325,368 1,214,089 280,604 306,605 587,209 Other 15,108 17,200 22,211 25,129 79,648 20,379 29,799 28,344 33,645 112,167 28,437 30,442 58,879 Total $274,854 $299,356 $309,391 $339,911 $1,223,512 $302,222 $336,606 $328,415 $359,013 $1,326,256 $309,042 $337,047 $646,089 % of Revenue United States 83.3% 81.2% 80.5% 80.1% 81.2% 83.4% 80.6% 82.4% 81.1% 81.8% 81.6% 81.0% 81.3% Canada 11.2% 13.0% 12.3% 12.5% 12.3% 9.9% 10.5% 9.0% 9.5% 9.7% 9.2% 10.0% 9.6% North America 94.5% 94.3% 92.8% 92.6% 93.5% 93.3% 91.1% 91.4% 90.6% 91.5% 90.8% 91.0% 90.9% Other 5.5% 5.7% 7.2% 7.4% 6.5% 6.7% 8.9% 8.6% 9.4% 8.5% 9.2% 9.0% 9.1% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Total Growth % United States 14.6% 12.6% 13.6% 15.6% 14.1% 10.1% 11.6% 8.6% 6.9% 9.2% 0.1% 0.6% 0.3% Canada -3.6% 15.0% 12.3% 18.6% 10.9% -3.5% -9.2% -22.3% -19.3% -14.2% -4.8% -5.1% -5.0% North America 12.1% 12.9% 13.4% 16.0% 13.7% 8.5% 8.7% 4.5% 3.4% 6.1% -0.4% -0.1% -0.2% Other 33.5% 33.8% 55.8% 40.4% 41.4% 34.9% 73.3% 27.6% 33.9% 40.8% 39.5% 2.2% 17.3% Total 13.1% 13.9% 15.7% 17.5% 15.2% 10.0% 12.4% 6.1% 5.6% 8.4% 2.3% 0.1% 1.1% Organic Revenue Growth (Decline) % United States 12.0% 9.5% 7.7% 10.5% 9.9% 6.9% 6.6% 6.1% 5.9% 6.4% -1.2% -0.1% -0.6% Canada -2.2% 3.5% 14.0% 22.1% 9.7% 3.2% 2.1% -5.5% -4.3% -1.4% 4.5% -0.6% 1.7% North America 10.0% 8.7% 8.5% 12.1% 9.9% 6.5% 6.0% 4.6% 4.5% 5.4% -0.6% -0.1% -0.4% Other 29.0% 27.8% 37.4% 19.5% 27.8% 23.7% 45.5% 20.0% 39.9% 31.9% 41.4% 4.7% 19.6% Total 10.9% 9.6% 10.1% 12.5% 10.8% 7.4% 8.3% 5.7% 7.2% 7.1% 2.2% 0.3% 1.2% Growth % from Foreign Exchange United States 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Canada -8.6% -6.1% -4.7% -7.6% -6.7% -11.2% -11.3% -16.8% -15.0% -13.7% -9.3% -4.6% -6.7% North America -1.2% -0.8% -0.6% -1.0% -0.9% -1.3% -1.6% -2.2% -2.0% -1.8% -1.0% -0.5% -0.7% Other 4.5% 6.0% 2.2% -5.7% 1.0% -12.5% -16.5% -11.7% -7.6% -12.1% -4.3% -3.0% -3.5% Total -0.9% -0.5% -0.5% -1.3% -0.8% -2.0% -2.4% -2.9% -2.4% -2.5% -1.2% -0.7% -1.0% Growth % from Acquisitions (Dispositions), net United States 2.6% 3.1% 5.9% 5.1% 4.2% 3.2% 5.0% 2.5% 1.0% 2.8% 1.3% 0.7% 1.0% Canada 7.2% 17.6% 3.0% 4.1% 7.9% 4.5% 0.0% 0.0% 0.0% 0.9% 0.0% 0.0% 0.0% North America 3.3% 5.0% 5.5% 5.0% 4.7% 3.4% 4.3% 2.1% 0.8% 2.6% 1.2% 0.6% 0.9% Other 0.0% 0.0% 16.2% 26.6% 12.5% 23.8% 44.2% 19.3% 1.6% 21.0% 2.4% 0.5% 1.3% Total 3.1% 4.8% 6.1% 6.3% 5.1% 4.5% 6.6% 3.4% 0.9% 3.8% 1.3% 0.6% 0.9% 2014 2015 2016

17 Note: Actuals may not foot due to rounding RECONCILIATIONS Note: Actuals may not foot due to rounding (US$ in millions) Q1 Q2 Q3 Q4 FY Q1 Q2 YTD Other items, net SEC investigation and class action litigation expenses 5,762$ 3,882$ 2,722$ 1,340$ 13,706$ 1,486$ 1,359$ 2,845$ D&O insurance proceeds - - - (1,000) (1,000) - (1,107) (1,107) CEO repayment for certain perquisites and expenses - (8,600) (1,877) (808) (11,285) - - - CEO and CAO termination related expenses - - 6,906 - 6,906 - - - Total other items, net 5,762$ (4,718)$ 7,751$ (468)$ 8,327$ 1,486$ 252$ 1,738$ Capital expenditures, net Capital expenditures (5,656)$ (3,848)$ (8,161)$ (5,910)$ (23,575)$ (5,539)$ (7,909)$ (13,448)$ Landlord reimbursements 356 36 1,259 805 2,456 - 871 871 Total capital expenditures, net (5,300)$ (3,812)$ (6,902)$ (5,105)$ (21,119)$ (5,539)$ (7,038)$ (12,577)$ Cash interest, net & other Cash interest paid (367)$ (25,401)$ (590)$ (26,308)$ (52,666)$ (25,703)$ (1,212)$ (26,915)$ Bond interest accrual adjustment (12,403) 12,403 (12,403) 12,403 - 11,995 (15,680) (3,685) Adjusted cash interest paid (12,770) (12,998) (12,993) (13,905) (52,666) (13,708) (16,892) (30,600) Interest income 119 105 114 129 467 178 203 381 Other - - - - - - - - Total cash interest, net & other (12,651)$ (12,893)$ (12,879)$ (13,776)$ (52,199)$ (13,530)$ (16,689)$ (30,219)$ 2015 2016

18 Note: Actuals may not foot due to rounding SUMMARY OF CASH FLOW Note: Actuals may not foot due to rounding (US$ in millions) 2016 2015 Cash flows provided by (used in) continuing operating activities ($138.5) $69.5 Discontinued operations 0.0 (1.0) Net cash provided by (used in) operating activities ($138.5) $68.5 Cash flows used in continuing investing activities ($16.8) ($36.1) Discontinued operations 0.0 18.1 Net cash used in investing activities ($16.8) ($18.0) Cash flows provided by (used in) continuing financing activities $109.7 ($129.1) Discontinued operations 0.0 (0.0) Net cash provided by (used in) financing activities $109.7 ($129.1) Effect of exchange rate changes on cash and cash equivalents $0.2 $0.2 Net decrease in cash and cash equivalents ($45.4) ($78.5) Six Months Ended June 30,

19 TEMPORAL PUT OBLIGATIONS AND IMPACT ON EBITDA 1 This amount is in addition to ( i ) $47.1 million of options to purchase only exercisable upon termination not within the control of the Company, or death, and (i i) the excess of the initial redemption value recorded in Redeemable Noncontrolling Interests over the amount the Company would be required to pay to the holders should the Company acquire the remaining ownership interests of $2.8 million. Incremental (US$ in millions) Cash Stock Total Income in Period 2016 2.6 0.0 2.6 1.1 2017 3.6 0.0 3.6 0.0 2018 2.7 0.1 2.8 2.4 2019 1.5 0.0 1.5 0.0 Thereafter 4.9 0.0 4.9 1.9 Total $15.3 $0.1 $15.4(1) $5.4 Effective Multiple 2.9x Estimated Put Impact at June 30, 2016 Payment Consideration

20 DEFINITION OF NON - GAAP MEASURES Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of the following calculation: ( i ) the change in revenue during the relevant time period, less (ii) for each business acquired in the current year, the incremental impact on revenue for the comparable period prior to the Company’s ownership of such acquired business, less revenue from each business acquired by the Company in the previous year through the twelve month anniversary of the Company’s ownership, plus (iii) for each business disposed of in the current year, the incremental impact on revenue for the comparable period after the Company’s disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the Company’s disposition, less (iv) foreign exchange impacts. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. Adjusted EBITDA: Adjusted EBITDA is a non - GAAP measure that represents operating profit plus depreciation and amortization, stock - based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non - consolidated affiliates, and other items. Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure that represents Adjusted EBITDA less net income attributable to the noncontrolling interests, capital expenditures net of landlord reimbursements, cash taxes, and cash interest, net & other. Net Bank Debt or Net Debt: Debt due pertaining to the revolving credit facility plus debt pertaining to the Senior Notes less total cash and cash equivalents. Note: A reconciliation of Non - GAAP to US GAAP reported results has been provided by the Company in the tables included in the earnings release issued on July 28, 2016.

MDC Partners Innovation Center 745 Fifth Avenue, Floor 19 New York, NY 10151 646 - 429 - 1800 www.mdc - partners.com

 

Exhibit 99.3

 

 

 

 

PRESS RELEASE FOR IMMEDIATE ISSUE

 

 

	FOR:	MDC Partners Inc.		CONTACT:	Matt Chesler, CFA
		745 Fifth Avenue, 19th Floor			VP, Investor Relations
		New York, NY 10151			646-412-6877
					[email protected]

 

MDC Partners Declares Quarterly Dividend of $0.21 Per Share

 

New York, NY, July 28, 2016 (NASDAQ: MDCA) – MDC Partners Inc. ("MDC Partners" or the "Company") today announced that its Board of Directors has declared a cash dividend of $0.21 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend will be payable on or about August 24, 2016 to shareholders of record at the close of business on August 10, 2016.

 

About MDC Partners Inc.

 

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world. Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world’s most respected brands. As "The Place Where Great Talent Lives," MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients. By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,700 clients worldwide.

 

For more information about MDC Partners and its partner firms, visit www.mdc-partners.com and follow us on Twitter: http://www.twitter.com/mdcpartners.

 

 

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Such risk factors include, among other things, the Company’s financial performance; risks associated with the SEC’s ongoing investigation of the Company; risks associated with the effects of economic downturns; ability to attract and retain key clients; ongoing compliance with debt agreements and the Company’s ability to satisfy contingent payment obligations when due; and other risk factors set forth in the Company’s Form 10-K for its fiscal year ended December 31, 2015 and subsequent SEC filings.

 

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