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MDC Partners Inc. Reports Results For The Three And Nine Months Ended September 30, 2019

Company Demonstrates Prudent Financial Management as it Executes on Strategic Plan

NEW YORK, Nov. 5, 2019 /PRNewswire/ --

THIRD QUARTER & YTD HIGHLIGHTS:

  • Revenue of $342.9 million in the third quarter versus $375.8 million in the prior period, a decline of 8.8% and $1.03 billion YTD versus $1.08 billion in the prior year period, a decline of 4.5%.
  • Organic revenue declined 7.5% in the third quarter and 3.7% YTD.
  • Net loss attributable to MDC Partners common shareholders was $5.1 million in the third quarter of 2019 versus $18.2 million a year ago.
  • Net loss attributable to MDC Partners common shareholders was $6.5 million in the nine months ended September 30, 2019 versus $48.3 million a year ago.
  • Net loss attributable to MDC Partners common shareholders for the last twelve months (LTM) of $90.5 million (inclusive of a $57 million goodwill impairment and a $49 million income tax valuation allowance in the fourth quarter of 2018) as of September 30, 2019 versus $103.7 million as of June 30, 2019.
  • Adjusted EBITDA of $49.2 million versus $59.8 million a year ago, a decrease of 17.8%. Adjusted EBITDA Margin of 14.3%, compared with 15.9% in the prior year quarter.
  • Adjusted EBITDA of $117.1 million versus $110.6 million a year ago, an increase of 5.9%. Adjusted EBITDA Margin of 11.3%, compared with 10.2% in the prior year quarter.
  • Covenant EBITDA (LTM) of $178.9 million versus $187.9 million for the second quarter of 2019, a decline of 4.8%. (Refer to Schedule 7)
  • Net New Business wins totaled a positive $30.5 million in the third quarter.

(MDCA) – MDC Partners Inc. ("MDC Partners" or the "Company") today announced financial results for the three and nine months ended September 30, 2019.

"We are seeing the results of prudent financial management while we cycle through revenue softness in select areas of the portfolio and actively execute against our strategic plan," said Mark Penn, Chairman and CEO of MDC Partners. "We've delivered year-to-date growth in adjusted EBITDA, up $6.5 million, and margin up 110 basis points. Net new business also remained strong this quarter at $30 million and we continued this momentum into the fourth quarter. We delivered over $21 million in cash flow from operations and lowered our revolver balance to $8 million. As we continue to move decisively on our plan, we have confidence in our ability to return to revenue growth and continue to deliver improving profit margins."

Frank Lanuto, Chief Financial Officer, added, "Execution of cost-savings initiatives and ongoing disciplined management of expenses helped to offset softer revenues during the period. Based on our performance in the quarter, we reiterate our 2019 Covenant EBITDA guidance but have revised our organic revenue guidance lower to reflect YTD topline softness in select areas."

Third Quarter and Year-to-Date 2019 Financial Results

Revenue for the third quarter of 2019 was $342.9 million versus $375.8 million for the third quarter of 2018, a decline of 8.8%. The effect on revenue of foreign exchange due to the strong US Dollar was negative 0.6%, the impact of non-GAAP acquisitions (dispositions), net was negative 0.6%, and organic revenue declined 7.5%. Organic revenue was favorably impacted by 101 basis points from increased billable pass-through costs incurred on clients' behalf from certain of our partner firms acting as principal.

Net New Business wins in the third quarter of 2019 totaled $30.5 million.

Net loss attributable to MDC Partners common shareholders for the third quarter of 2019 was $5.1 million versus a net loss of $18.2 million for the third quarter of 2018. This improvement was primarily due to a decline in expenses principally driven by a reduction in staff costs, and a lower impairment charge and a foreign exchange gain in the third quarter of 2019 versus a loss in the prior year third quarter, partially offset by a decline in revenues. Diluted loss per share attributable to MDC Partners common shareholders for the third quarter of 2019 was $0.07 versus diluted loss per share of $0.32 for the third quarter of 2018.

Adjusted EBITDA for the third quarter of 2019 was $49.2 million versus $59.8 million for the third quarter of 2018, a decrease of 17.8%. The decline was primarily driven by lower revenue, partially offset by a reduction in staff costs. This led to a 160 basis point decline in Adjusted EBITDA margin in the third quarter of 2019 to 14.3% from 15.9% in the third quarter of 2018.

Net loss attributable to MDC Partners common shareholders for the last twelve months (LTM) was $90.5 million as of September 30, 2019 versus a $103.7 million loss as of June 30, 2019.

Covenant EBITDA for the last twelve months (LTM) was $178.9 million at September 30, 2019 versus $187.9 million at June 30, 2019, a decrease of 4.8%. The change was primarily driven by the decline in Adjusted EBITDA.

Revenue for the first nine months of 2019 was $1.03 billion versus $1.08 billion for the first nine months of 2018,   a decrease of 4.5%. The effect on revenue of foreign exchange due to the strong US Dollar was negative 1.1%, the impact of non-GAAP acquisitions (dispositions), net was positive 0.3%, and organic revenue decline was 3.7%. Organic revenue was favorably impacted by 179 basis points from increased billable pass-through costs incurred on clients' behalf from certain of our partner firms acting as principal.

Net New Business wins for the first nine months of 2019 totaled $56.4 million, including a $5 million reduction for our Q2 2019 Net New Business.

Net loss attributable to MDC Partners common shareholders for the first nine months of 2019 was $6.5 million, an improvement versus a net loss of $48.3 million for the first nine months of 2018. This change was principally due to a decline in expenses primarily driven by a reduction in staff and administrative costs, a lower impairment charge and a foreign exchange gain for the first nine months of 2019 versus a loss for the first nine months of 2018, partially offset by a decline in revenues. Diluted loss per share attributable to MDC Partners common shareholders for the nine months of 2019 was $0.10 versus a diluted loss per share of $0.85 for the first nine months of 2018.

Adjusted EBITDA for the first nine months of 2019 was $117.1 million versus $110.6 million for the first nine months of 2018, an increase of 5.9%. The improvement was primarily driven by lower staff and administrative costs at Partner agencies and at corporate, partially offset by a decline in revenues. This led to a 110 basis point improvement in Adjusted EBITDA margin in the first nine months of 2019 to 11.3% from 10.2% in the first nine months of 2018.

Financial Outlook

2019 financial guidance is updated as follows:



2019 Outlook Commentary *







Organic Revenue Growth

We expect an approximate 3 to 5% decline in organic revenue.

 










Foreign Exchange Impact, net

Assuming prevailing currency rates, the net impact of foreign exchange is expected to decrease revenue by approximately 1%.










Impact of Non-GAAP Acquisitions (Dispositions), net

Our current expectations are that the impact of acquisitions, net of disposition activity, will decrease revenue by approximately 90 basis points.










Covenant EBITDA and Adjustments

The Company expects to complete fiscal year 2019 with approximately $175 million to $185 million of Covenant EBITDA.  The Company has applied certain pro forma and other adjustments, as expressly provided under the credit facility to derive its 2019E Covenant EBITDA forecast.













* The Company has excluded a quantitative reconciliation with respect to the Company's 2019 guidance under the "unreasonable efforts" exception in Item 10(e)(1)(i)(B) of Regulation S-K See "Non-GAAP Financial Measures" below for additional information


 

Conference Call

Management will host a conference call on Tuesday, November 5, 2019, at 4:30 p.m. (ET) to discuss its 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 at 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), November 12, 2019, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10136141), or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC Partners is one of the most influential marketing and communications networks in the world. As "The Place Where Great Talent Lives," MDC Partners is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world's most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable 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 include the following:

(1) Organic Revenue: "Organic revenue growth" and "organic revenue decline" refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms which the Company has held throughout each of the comparable periods presented, and (b) "non-GAAP acquisitions (dispositions), net". Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.

(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, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

(4) Covenant EBITDA: Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. We believe that the presentation of Covenant EBITDA is appropriate as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company's underlying operating performance. In addition, the presentation of Covenant EBITDA provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Agreement.

Included in this earnings release are tables reconciling MDC Partners' reported results to arrive at certain of these non-GAAP financial measures. We are unable to reconcile our projected 2019 Organic Revenue Growth to the corresponding GAAP measure because we are unable to predict the 2019 impact of foreign exchange due to the unpredictability of future changes in foreign exchange rates and because we are unable to predict the occurrence or impact of any acquisitions, dispositions, or other potential changes. We are unable to reconcile our projected 2019 Covenant EBITDA to the corresponding GAAP measure because the amount and timing of many future charges that impact these measures (such as amortization of future acquired intangible assets, foreign exchange transaction gains or losses, impairment charges, provision or benefit for income taxes, and certain assumptions used in the calculation of deferred acquisition consideration) are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all. As a result, we are unable to provide reconciliations of these measures.  In addition, we believe such reconciliations could imply a degree of precision that might be confusing or misleading to investors. For the same reasons, we are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on future GAAP financial results.

This press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company's beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as "estimates", "expects", "contemplates", "will", "anticipates", "projects", "plans", "intends", "believes", "forecasts", "may", "should", and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section.  Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties.  A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

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

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission 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 per Share Amounts)

 


Three Months Ended
September 30,


Nine Months Ended

September 30,


2019


2018


2019


2018

Revenue:








Services

$

342,907



$

375,830



$

1,033,828



$

1,082,541


Operating Expenses:








Cost of services sold

222,448



238,690



700,351



735,110


Office and general expenses

79,726



102,380



234,120



270,137


Depreciation and amortization

9,368



11,134



28,869



35,212


Goodwill and other asset impairment

1,944



21,008



1,944



23,325



313,486



373,212



965,284



1,063,784


Operating income

29,421



2,618



68,544



18,757


Other Income (Expenses):








Interest expense and finance charges, net

(16,110)



(17,063)



(49,284)



(50,005)


Foreign exchange gain (loss)

(3,973)



3,275



4,401



(9,934)


Other, net

(431)



189



(4,559)



1,222



(20,514)



(13,599)



(49,442)



(58,717)


Income (loss) before income taxes and equity in earnings of non-consolidated affiliates

8,907



(10,981)



19,102



(39,960)


Income tax expense (benefit)

3,457



2,986



6,292



(3,367)


Income (loss) before equity in earnings of non-consolidated affiliates

5,450



(13,967)



12,810



(36,593)


Equity in earnings of non-consolidated affiliates

63



300



352



358


Net income (loss)

5,513



(13,667)



13,162



(36,235)


Net income attributable to the noncontrolling interest

(7,265)



(2,458)



(10,737)



(5,900)


Net income (loss) attributable to MDC Partners Inc.

(1,752)



(16,125)



2,425



(42,135)


Accretion on and net income allocated to convertible preference shares

(3,306)



(2,109)



(8,931)



(6,204)


Net loss attributable to MDC Partners Inc. common shareholders

$

(5,058)



$

(18,234)



$

(6,506)



$

(48,339)


Loss Per Common Share:








Basic








Net loss attributable to MDC Partners Inc. common shareholders

$

(0.07)



$

(0.32)



$

(0.10)



$

(0.85)


Diluted








Net loss attributable to MDC Partners Inc. common shareholders

$

(0.07)



$

(0.32)



$

(0.10)



$

(0.85)


Weighted Average Number of Common Shares Outstanding:








Basic

72,044,480



57,498,661



68,154,306



57,117,797


Diluted

72,044,480



57,498,661



68,154,306



57,117,797



 

 

SCHEDULE 2
MDC PARTNERS INC.
UNAUDITED REVENUE RECONCILIATION
(US$ in 000s, except percentages)










Three Months Ended


Nine Months Ended


Revenue $


% Change


Revenue $


% Change









September 30, 2018 

$            375,830




$            1,082,541











Organic revenue growth (decline)(1)

(28,127)


(7.5)%


(40,237)


(3.7)%

Non-GAAP acquisitions (dispositions), net

(2,438)


(0.6)%


3,197


0.3%

Foreign exchange impact

(2,358)


(0.6)%


(11,673)


(1.1)%

Total change

(32,923)


(8.8)%


(48,713)


(4.5)%

September 30, 2019

$            342,907




$            1,033,828




(1)"Organic revenue growth" and "organic revenue decline" refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms which the Company has held throughout each of the comparable periods presented, and (b) "non-GAAP acquisitions (dispositions), net". Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.


Note: Actuals may not foot due to rounding

 

 

SCHEDULE 3

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 








For the Three Months Ended September 30, 2019









Advertising and Communications


Global Integrated Agencies


Domestic Creative Agencies


Specialist Communications


Media Services


All Other


Corporate


Total

Revenue

$342,907


$145,890


$57,593


$42,101


$21,222


$76,101



$342,907

















Net loss attributable to MDC
Partners Inc. common
shareholders















(5,058)

Adjustments to reconcile to operating profit (loss):
















Accretion on convertible preference shares















3,306

Net income attributable to the noncontrolling interests















7,265

Equity in losses of non-consolidated affiliates















(63)

 

Income tax expense















3,457

Interest expense and finance charges, net















16,110

Foreign exchange loss















3,973

Other, net















431

Operating income (loss)

$38,532


$21,036


$7,216


$5,129


$(1,677)


$6,828


$(9,111)


$29,421

margin

11.2%


14.4%


12.5%


12.2%


(7.9)%


9.0%




 

8.6%

















Additional adjustments to reconcile to Adjusted EBITDA:
















Depreciation and amortization

9,176


4,009


1,213


644


755


2,555


192


9,368

Other asset impairment

1,944


1,944







1,944

Stock-based compensation

5,193


4,673


352


45


5


118


833


6,026

Deferred acquisition consideration adjustments

1,943


(473)


678


1,467


2


269



1,943

Distributions from non- consolidated affiliates (2)

(250)



(250)





48


 

 

(202)

Other items, net (3)







705


705

Adjusted EBITDA (1)

$56,538


$31,189


$9,209


$7,285


$(915)


$9,770


$(7,333)


$49,205

margin

16.5%


21.4%


16.0%


17.3%


(4.3)%


12.8%




14.3%

















 

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

(2) 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).

(3) Other items, net includes items such as severance expense and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

Note: Due to changes in the composition of certain business and the Company's internal management and reporting structure during 2019, reportable segment results for the 2018 periods presented have been recast to reflect the reclassification of certain businesses between segments.The changes were as follows: 1) Doner, previously within the Global Integrated Agencies category is now aggregated into the Domestic Creative Agencies reportable segment, 2) Yes and Co, previously within the Media Services category, was included within the Domestic Creative Agencies reportable segment, 3) HL Design and Redscout, previously within Specialist Communications and All Other category, respectively are included in Yes & Company, and 4)Varick Media, previously within the Yes & Company operating segment is included within MDC Media Partners.

 


 

 

SCHEDULE 4

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Nine Months Ended September 30, 2019



Advertising and Communications


Global Integrated Agencies


Domestic Creative Agencies


Specialist Communications


Media Services


All Other


Corporate


Total

Revenue

$1,033,828


$429,977


$176,711


$128,224


$75,815


$223,101



$1,033,828

















Net loss attributable to MDC Partners Inc. common shareholders















(6,506)

Adjustments to reconcile to
operating profit (loss):
















Accretion on convertible preference shares















8,931

Net income attributable to
the noncontrolling interests















10,737

Equity in earning of non-consolidated affiliates















(352)

Income tax expense















6,292

Interest expense and finance charges, net















49,284

Foreign exchange income















(4,401)

Other, net















4,559

Operating income (loss)

$99,109


$45,527


$22,533


$18,889


$(3,630)


$15,790


$(30,565)


$68,544

margin

9.6%


10.6%


12.8%


14.7%


(4.8)%


7.1%




6.6%

















Additional adjustments to reconcile to Adjusted EBITDA:
















Depreciation and amortization

28,239


12,511


3,708


1,909


2,531


7,580


630


28,869

Other asset impairment

1,944


1,944







1,944

Stock-based compensation

12,180


9,672


1,338


123


(11)


1,058


452


12,632

Deferred acquisition consideration adjustments

(3,627)


(3,627)


(91)


418


75


(402)



(3,627)

Distributions from non- consolidated affiliates (2)

(250)



(250)





79


(171)

Other items, net (3)







8,926


8,926

Adjusted EBITDA (1)

$137,595


$66,027


$27,238


$21,339


$(1,035)


$24,026


$(20,478)


$117,117

margin

13.3%


15.4%


15.4%


16.6%


(1.4)%


10.8%




11.3%

 

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

(2) 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).

(3) Other items, net includes items such as severance expense and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

Note: Due to changes in the composition of certain business and the Company's internal management and reporting structure during 2019, reportable segment results for the 2018 periods presented have been recast to reflect the reclassification of certain businesses between segments.The changes were as follows: 1) Doner, previously within the Global Integrated Agencies category is now aggregated into the Domestic Creative Agencies reportable segment, 2) Yes and Co, previously within the Media Services category, was included within the Domestic Creative Agencies reportable segment, 3) HL Design and Redscout, previously within Specialist Communications and All Other category, respectively are included in Yes & Company, and 4)Varick Media, previously within the Yes & Company operating segment is included within MDC Media Partners.


 

 

 

SCHEDULE 5

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Three Months Ended September 30, 2018


Advertising and Communications


Global Integrated Agencies


Domestic Creative Agencies


Specialist Communications


Media Services


All Other


Corporate


Total

Revenue

$375,830


$157,308


$59,151


$38,838


$29,593


$90,940



$375,830

















Net loss attributable to MDC
Partners Inc. common shareholders















(18,234)

Adjustments to reconcile to
operating profit (loss):
















Accretion on convertible preference shares















2,109

Net income attributable to the noncontrolling interests















2,458

Equity in earnings of non-consolidated affiliates















(300)

Income tax expence















2,986

Interest expense and finance charges, net















17,063

Foreign exchange income















(3,275)

Other, net















(189)

Operating income (loss)

$20,642


$23,486


$(14,031)


$3,703


$850


$6,634


$(18,024)


$2,618

margin

5.5%


14.9%


(23.7)%


9.5%


2.9%


7.3%




0.7%

















Additional adjustments to reconcile to Adjusted EBITDA:
















Depreciation and amortization

10,935


4,553


1,266


1,100


675


3,341

199


11,134

Goodwill and other asset impairment

21,008


3,180


17,828






21,008

Stock-based compensation

4,622


3,241


550


52


102


677


1,620


6,242

Deferred acquisition consideration adjustments

11,003


3,953


(923)


1,452


(27)


6,548



11,003

Distributions from non- consolidated affiliates (2)











478


478

Other items, net (3)











7,346


7,346

Adjusted EBITDA (1)

$68,210


$38,413


$4,690


$6,307


$1,600


$17,200


$(8,381)


$59,829

margin

18.1%


24.4%


7.9%


16.2%


5.4%


18.9




15.9%

 

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

(2) 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).

(3) Other items, net includes items such as severance expense and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

Note: Due to changes in the composition of certain business and the Company's internal management and reporting structure during 2019, reportable segment results for the 2018 periods presented have been recast to reflect the reclassification of certain businesses between segments.The changes were as follows: 1) Doner, previously within the Global Integrated Agencies category is now aggregated into the Domestic Creative Agencies reportable segment, 2) Yes and Co, previously within the Media Services category, was included within the Domestic Creative Agencies reportable segment, 3) HL Design and Redscout, previously within Specialist Communications and All Other category, respectively are included in Yes & Company, and 4)Varick Media, previously within the Yes & Company operating segment is included within MDC Media Partners.


 

 

 

SCHEDULE 6

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

 

For the Nine Months Ended September 30, 2018


Advertising and Communications


Global Integrated Agencies


Domestic Creative Agencies


Specialist Communications


Media Services


All Other


Corporate


Total

Revenue

$1,082,541


$444,995


$183,504


$117,966


$90,948


$245,128




$1,082,541

















Net loss attributable to
MDC Partners Inc.
common shareholders















(48,339)

Adjustments to reconcile to operating profit (loss):
















Accretion on convertible
preference shares















6,204

Net income attributable to
the noncontrolling interests















5,900

Equity in earning of non-consolidated affiliates















(358)

Income tax benefit















(3,367

Interest expense and finance charges, net















50,005

Foreign exchange loss















9,934

Other, net















(1,222)

Operating income (loss)

$63,993


$28,247


$(6,887)


$13,646


$(78)


$29,065


$(45,236)


$18,757

margin

5.9%


6.3%


(3.8)%


11.6%


(0.1)%


11.9%




1.7%

















Additional adjustments to reconcile to Adjusted EBITDA:
















Depreciation and amortization

34,629


16,705


3,793


3,059


1,995


9,077


583


35,212

Goodwill and other asset impairment

21,008


3,180


17,828





2,317


23,325

Stock-based compensation

12,793


8,176


2,056


291


251


2,019


4,089


16,882

Deferred acquisition consideration adjustments

8,522


2,779


539


2,216


144


2,844



8,522

Distributions from non- consolidated affiliates (2)







509


509

Other items, net (3)







7,400


7,400

Adjusted EBITDA (1)

$140,945


$59,087


$17,329


$19,212


$2,312


$43,005


$(30,338)


$110,607

margin

13.0%


13.3%


9.4%


16.3%


2.5%


17.5%




10.2%

 

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

(2) 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).

(3)  Other items, net includes items such as severance expense and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

Note: Due to changes in the composition of certain business and the Company's internal management and reporting structure during 2019, reportable segment results for the 2018 periods presented have been recast to reflect the reclassification of certain businesses between segments.The changes were as follows: 1) Doner, previously within the Global Integrated Agencies category is now aggregated into the Domestic Creative Agencies reportable segment, 2) Yes and Co, previously within the Media Services category, was included within the Domestic Creative Agencies reportable segment, 3) HL Design and Redscout, previously within Specialist Communications and All Other category, respectively are included in Yes & Company, and 4)Varick Media, previously within the Yes & Company operating segment is included within MDC Media Partners.


 

 

 

SCHEDULE 7

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO COVENANT EBITDA

(US$ in 000s)

 


2018


2019


 Covenant EBITDA (LTM) (1)


Q3


Q4


Q1


Q2


Q3


Q2-2019 - LTM


Q3-2019 - LTM

Net income (loss) attributable to MDC Partners Inc. common shareholders

$

(18,234)



$

(83,749)



$

(2,496)



$

775



$

(5,058)



$

(103,704)



$

(90,528)


Adjustments to reconcile to operating profit (loss):














Accretion on and net income allocated to convertible preference shares

2,109



2,151



2,383



3,515



3,306



10,158



11,355


Net income attributable to the noncontrolling interests

2,458



5,885



429



3,043



7,265



11,815



16,622


Equity in earnings (losses) of non-consolidated affiliates

(300)



296



(83)



(206)



(63)



(293)



(56)


Income tax expense

2,986



34,970



748



2,088



3,457



40,792



41,263


Interest expense and finance charges, net

17,063



17,070



16,760



16,413



16,110



67,306



66,353


Foreign exchange loss (gain)

(3,275)



13,324



(5,442)



(2,932)



3,973



1,675



8,923


Other, net

(189)



992



3,383



746



431



4,932



5,552


Operating income (loss)

2,618



(9,061)



15,682



23,442



29,421



32,681



59,484
















Adjustments to reconcile to Adjusted EBITDA:














Depreciation and amortization

11,134



10,984



8,838



10,663



9,368



41,619



39,853


Goodwill and other asset impairment

21,008



56,732







1,944



77,740



58,676


Stock-based compensation

6,242



1,534



2,972



3,634



6,026



14,382



14,166


Deferred acquisition consideration adjustments

11,003



(8,979)



(7,643)



2,073



1,943



(3,546)



(12,606)


Distributions from non- consolidated affiliates

478



270





31



(202)



779



99


Other items, net (2)

7,346



479



1,626



6,594



705



16,045



9,404


Adjusted EBITDA

59,829



51,959



21,475



46,437



49,205



179,700



169,076
















Adjustments to reconcile to Covenant EBITDA:














Proforma acquisitions/dispositions

(1,195)



(2,148)



(1,965)







(5,308)



(4,113)


Severance due to eliminated positions

1,155



3,615



1,534



2,346



1,956



8,650



9,451


Other adjustments, net (3)

600



1,877



1,412



989



228



4,878



4,506



$

60,389



$

55,303



$

22,456



$

49,772



$

51,389



$

187,920



$

178,920


(1) Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, and other adjustments, as defined in the Credit Agreement. Covenant EBITDA is calculated as the aggregate of operating results for the rolling last twelve months (LTM). Each quarter is presented to provide the information utilized to calculate Covenant EBITDA. Historical Covenant EBITDA may be recasted in the current period for any proforma adjustments related to acquisitions and/or dispositions in the current period.















(2) Other items, net includes items such as severance expense and other restructuring expenses and costs associated with the company's strategic review process.















(3) Other adjustments, net primarily includes one time professional fees and costs associated with real estate consolidation.
Note: Actuals may not foot due to rounding.


 

 

SCHEDULE 8

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

 


September 30,
 2019


December 31,
 2018


(Unaudited)



ASSETS




Current Assets:




Cash and cash equivalents

$

27,280



$

30,873


Accounts receivable, less allowance for doubtful accounts of $2,728 and $1,879

411,805



395,200


Expenditures billable to clients

38,652



42,369


Assets held for sale



78,913


Other current assets

35,939



42,499


Total Current Assets

513,676



589,854


Fixed assets, at cost, less accumulated depreciation of $147,342 and $128,546

82,946



88,189


Right-of-use assets - operating leases

234,137




Investments in non-consolidated affiliates

6,824



6,556


Goodwill

740,955



740,955


Other intangible assets, net of accumulated amortization of $171,941 and $161,868

56,734



67,765


Deferred tax assets

92,439



92,741


Other assets

24,018



25,513


Total Assets

$

1,751,729



$

1,611,573


LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' DEFICIT




Current Liabilities:




Accounts payable

$

178,946



$

221,995


Accruals and other liabilities

280,783



313,141


Liabilities held for sale



35,967


Advance billings

169,857



138,505


Current portion of lease liabilities - operating leases

47,722




Current portion of deferred acquisition consideration

31,579



32,928


Total Current Liabilities

708,887



742,536


Long-term debt

895,379



954,107


Long-term portion of deferred acquisition consideration

24,611



50,767


Long-term lease liabilities - operating leases

230,209




Other liabilities

17,933



54,255


Deferred tax liabilities

7,486



5,329


Total Liabilities

1,884,505



1,806,994


Redeemable Noncontrolling Interests

41,519



51,546


Commitments, Contingencies, and Guarantees




Shareholders' Deficit:




Convertible preference shares, 145,000 authorized, issued and outstanding at September 30, 2019
and 95,000 at December 31, 2018

152,746



90,123


Common stock and other paid-in capital

98,364



58,579


Accumulated deficit

(462,483)



(464,903)


Accumulated other comprehensive (loss) income

(2,878)



4,720


MDC Partners Inc. Shareholders' Deficit

(214,251)



(311,481)


Noncontrolling interests

39,956



64,514


Total Shareholders' Deficit

(174,295)



(246,967)


Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit

$

1,751,729



$

1,611,573



 

 

 

SCHEDULE 9

MDC PARTNERS INC.

UNAUDITED SUMMARY CASH FLOW DATA

(US$ in 000s)

 


Nine Months Ended September 30,


2019


2018

Net cash used in operating activities

$

(5,840)



$

(31,729)


Net cash provided by (used in) investing activities

3,307



(48,355)


Net cash provided by (used in) financing activities

(2,202)



59,122


Effect of exchange rate changes on cash, cash equivalents, and cash held in trusts

8




(161)


Net decrease in cash, cash equivalents, and cash held in trusts including cash classified within assets held for sale

$

(4,727)




$

(21,123)


Change in cash and cash equivalents held in trusts classified within held for sale

(3,307)




Change in cash and cash equivalents classified within assets held for sale

4,441




Net decrease in cash and cash equivalents

$

(3,593)



$

(21,123)


 


 

 

SCHEDULE 10

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF COMPONENTS OF NON- GAAP MEASURES

(US$ in 000s)

 


2018


2019


Q1

Q2

Q3

Q4

FY


Q1

Q2

Q3

YTD

NON-GAAP ACQUISITIONS (DISPOSITIONS), NET











GAAP revenue from current year acquisitions

$


$

11,066


$

12,734


$

12,317


$

36,117



$


$

698


$

1,347


$

2,045


GAAP revenue from prior year acquisitions (1)







15,685


1,519


1,109


18,313


Impact of adoption of ASC 606 exclusion


450


(1,122)


504


(168)







Foreign exchange impact









470


470


Contribution to organic revenue (growth) decline (2)


(3,417)


(945)


(3,243)


(7,605)



(4,008)


(440)


(2,185)


(6,633)


Prior year revenue from dispositions (3)

(5,261)


(5,592)


(3,847)



(14,700)



(1,825)


(5,995)


(3,178)


(10,998)


Non-GAAP acquisitions (dispositions), net

$

(5,261)


$

2,507


$

6,820


$

9,578


$

13,644



$

9,852


$

(4,218)


$

(2,437)


$

3,197














2018


2019


Q1

Q2

Q3

Q4

FY


Q1

Q2

Q3

YTD

OTHER ITEMS, NET











SEC investigation and class action litigation expenses

122


235


(88)


131


400







D&O insurance proceeds


(303)


(231)


(24)


(558)







Severance and other restructuring expenses



7,665


372


8,037




6,703


705


7,408


Strategic review process costs







1,626


(109)



1,517


Total other items, net

$

122


$

(68)


$

7,346


$

479


$

7,879



$

1,626


$

6,594


$

705


$

8,925














2018


2019


Q1

Q2

Q3

Q4

FY


Q1

Q2

Q3

YTD

CASH INTEREST, NET & OTHER











Cash interest paid

(649)


(30,765)


(1,597)


(31,001)


(64,012)



(1,629)


(30,014)


(882)


(32,525)


Bond interest accrual adjustment

(14,625)


14,625


(14,625)


14,625




(14,625)


14,625


(14,625)


(14,625)


Adjusted cash interest paid

(15,274)


(16,140)


(16,222)


(16,376)


(64,012)



(16,254)


(15,389)


(15,507)


(47,150)


Interest income

148


159


91


227


625



149


138


165


452


Total cash interest, net & other

$

(15,126)


$

(15,981)


$

(16,131)


$

(16,149)


$

(63,387)



$

(16,105)


$

(15,251)


$

(15,342)


$

(46,698)














2018


2019


Q1

Q2

Q3

Q4

FY


Q1

Q2

Q3

YTD

CAPITAL EXPENDITURES, NET











Capital expenditures

(3,799)


(5,890)


(5,543)


(5,032)


(20,264)



(3,606)


(4,317)


(5,863)


(13,786)


Landlord reimbursements

219


851


291


442


1,803



1




1


Total capital expenditures, net

$

(3,580)


$

(5,039)


$

(5,252)


$

(4,590)


$

(18,461)



$

(3,605)


$

(4,317)


$

(5,863)


$

(13,785)














2018


2019


Q1

Q2

Q3

Q4

FY


Q1

Q2

Q3

YTD

MISCELLANEOUS OTHER DISCLOSURES











Net income attributable to the noncontrolling interests

897


2,545


2,458


5,885


11,785



429


3,043


7,265


10,737


Cash taxes

$

1,333


$

1,293


$

2,196


$

(986)


$

3,836



$

1,677


$

1,817


$

137


$

3,631


 

(1)  GAAP revenue from prior year acquisitions for 2019 and 2018 relates to acquisitions which occurred in 2018 and 2017, respectively.

 (2) Contributions to organic revenue growth (decline) represents the change in revenue, measured on a constant currency basis, relative to the comparable pre-acquisition period for acquired businesses that is included in the Company's organic revenue growth (decline) calculation.

(3) Prior year revenue from dispositions reflects 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 disposition.

Note: Actuals may not foot due to rounding.

 

CONTACT:   

Erica Bartsch


Sloane & Company


212-446-1875


IR@mdc-partners.com

 

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