PR Newswire | May 5, 2021 07:02AM EDT

05/05 06:00 CDT

MDC Partners Inc. Reports Results For The Three Months Ended March 31, 2021 NEW YORK, May 5, 2021

MDC Reports Highest Net Income in Nearly Three Years andHighest First Quarter Adjusted EBITDA in Company History

FIRST QUARTER HIGHLIGHTS:

* GAAP revenue of $307.6 million in the first quarter versus $327.7 million in the prior year period, a decline of 6.2%. * Organic revenue declined 6.9% in the first quarter, continuing to narrow the year-over-year revenue decline amidst the pandemic recovery. * Net revenue of $270.7 million in the first quarter vs. $274.4 million in the prior period, a decline of 1.4%. * Organic net revenue declined 2.1% in the first quarter. * Net income attributable to MDC Partners Inc. common shareholders was $0.9 million in the first quarter of 2021 versus net loss of $2.4 million in the prior year period, MDC's highest net income reported in 11 quarters. * Adjusted EBITDA for the three months ended March 31, 2021 was $51.9 million versus $39.6 million a year ago, an increase of 31.3% and the highest first quarter Adjusted EBITDA result in company history, driven by cost actions taken during 2019 and 2020. * Adjusted EBITDA Margin of 16.9%, compared to 12.1% in the prior year period. * Covenant EBITDA (LTM) of $200.7 million, up from $190.1 million in the fourth quarter of 2020 and consistent with the first quarter of 2020. * Net New Business wins totaled $10.2 million in the first quarter against $8.4 million a year ago and totaled $92.1 million over the last twelve months.

NEW YORK, May 5, 2021 /PRNewswire/ -- (NASDAQ: MDCA) - MDC Partners Inc. ("MDC Partners" or the "Company") today announced financial results for the three months ended March 31, 2021.

"MDC delivered its highest net income in nearly three years and $52 million of Adjusted EBITDA in the first quarter, up 31% from prior year and the strongest first quarter Adjusted EBITDA result in the company's history," said Mark Penn, Chairman and Chief Executive Officer of MDC Partners. "We continue to see a rebound from pandemic revenue lows, with year-over-year revenue growth in the Healthcare, Consumer Products and Financial client sectors. We are encouraged by the strong start to the year and maintain our outlook of 7 to 9% organic revenue growth for the year with Adjusted EBITDA of $190 million to $200 million. This momentum sets us up well for the next major step in our strategic transformation, the proposed combination of MDC and Stagwell, which we believe promises to disrupt the industry and provide value for all our stakeholders."

Frank Lanuto, Chief Financial Officer, added, "As our revenue rebounds from pandemic declines, we again delivered expanded Adjusted EBITDA margins to 16.9%, up 480 basis points from a year ago. We continued to lower our leverage, down to 4.1x, and generated $47 million in cash flow from operations in the quarter, ending with net cash of $93 million."

First Quarter 2021 Financial Results

Revenue for the first quarter of 2021 was $307.6 million versus $327.7 million for the first quarter 2020, a decline of 6.2%. The effect on revenue of foreign exchange was positive 1.4%, the impact of non-GAAP acquisitions (dispositions), net was negative 0.6%, and organic revenue decline was 6.9%, inclusive of $16.9 million or 481 basis points from lower billable costs. Organic revenue declined primarily due to reduced spending by clients in connection with COVID-19.

Revenue in the first quarter of 2021 decreased 6.3% sequentially from the fourth quarter of 2020, less than the typical seasonal decline as revenue continues to rebound from COVID-19 declines. Net New Business wins in the first quarter of 2021 totaled $10.2 million.

Net income attributable to MDC Partners Inc. common shareholders for the first quarter of 2021 was $0.9 million versus net loss of $2.4 million for the first quarter 2020. The increase was primarily due to lower revenues, more than offset by a reduction in expenses, as well as the favorable impact of foreign exchange. Diluted income per share attributable to MDC Partners common shareholders for the first quarter of 2021 was $0.01 versus diluted loss per share of $0.03 for the first quarter 2020.

Adjusted EBITDA for the first quarter of 2021 was $51.9 million versus $39.6 million for the first quarter 2020, an increase of 31.3%, primarily due to lower revenues, more than offset by a reduction in expenses to combat the impact of COVID-19 on the business. This led to a 480 basis point increase in Adjusted EBITDA margin in the first quarter of 2021 to 16.9% from 12.1% in the first quarter 2020.

Covenant EBITDA for the last twelve months (LTM) was $200.7 million as of March 31, 2021, up from $190.1 million in the fourth quarter of 2020 and flat versus the first quarter of 2020.

Financial Outlook

2021 financial guidance is as follows:

2021 Outlook Commentary *



Organic Revenue Growth We expect approximately 7to 9% growth in organic revenue.



Foreign Exchange Impact, net No estimated impact at this time.



Our current expectations Impact of Non-GAAP Acquisitions (Dispositions), netare that the impact of acquisitions, net of disposition activity, will have no material impact on revenue.



Adjusted EBITDA The Company expects to complete fiscal year 2021with approximately $190 million to $200 million of Adjusted EBITDA, approximately 7 to 13% above prior year.







* The Company has excluded a quantitative reconciliation with respect to the Company's 2021 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 Wednesday, May 5, 2021, at 8:30 a.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 accessible one hour after the end of the conference call until 12:00 a.m. (ET), May 12, 2021, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10154411), 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 (SEC) 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 that 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 financial measure that represents Net income (loss) attributable to MDC Partners Inc. common shareholders plus or minus non-operating items to operating income (loss) plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items, net which includes items such as merger related costs, severance and other restructuring expenses, including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.

(4) Covenant EBITDA: Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, permitted dispositions and other items, as defined in the Company's Credit Agreement. We believe that the presentation of Covenant EBITDA is useful to investors 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 Company's Credit Agreement.

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. 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 (loss) 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 international, national and regional unfavorable economic conditions that could affect the Company or its clients, including as a result of the novel coronavirus pandemic ("COVID-19"); * the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties; * an inability to realize expected benefits of the proposed redomiciliation of the Company from the federal jurisdiction of Canada to the State of Delaware (the "Redomiciliation") and the subsequent combination of the Company's business with the business of the subsidiaries of Stagwell Media LP ("Stagwell") that own and operate a portfolio of marketing services companies (the "Business Combination" and, together with the Redomiciliation, the "Proposed Transactions") or the occurrence of difficulties in connection with the Proposed Transaction; * adverse tax consequences in connection with the Proposed Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company's determination of value and computations of its tax attributes may result in increased tax costs; * the occurrence of material Canadian federal income tax (including material "emigration tax") as a result of the Proposed Transactions; * the impact of uncertainty associated with the Proposed Transactions on the Company's businesses; * direct or indirect costs associated with the Proposed Transactions, which could be greater than expected; * the risk that a condition to completion of the Proposed Transactions may not be satisfied and the Proposed Transactions may not be completed; * the risk of parties challenging the Proposed Transactions or the impact of the Proposed Transactions on the Company's debt arrangements; * the Company's ability to attract new clients and retain existing clients; * reduction in client spending and changes in client advertising, marketing and corporate communications requirements; * financial failure of the Company's clients; * the Company's ability to retain and attract key employees; * the Company's ability to achieve the full amount of its stated cost saving initiatives; * the Company's implementation of strategic initiatives; * 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, other risk factors described herein, and the additional risk factors outlined in more detail in the Company's 2020 Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 16, 2021 and accessible on the SEC's website at www.sec.gov., 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 March 31,

2021 2020

Revenue:

Services $ 307,585 $ 327,742

Operating Expenses

Cost of services sold 186,921 222,694

Office and general expenses 83,946 66,354

Depreciation and amortization 8,176 9,206

Impairment and other losses 875 161

279,918 298,415

Operating income 27,667 29,327

Other Income (expenses):

Interest expense and finance charges, net (19,065) (15,611)

Foreign exchange gain (loss) 2,080 (14,757)

Other, net 614 16,334

(16,371) (14,034)

Income before income taxes and equity in earnings of 11,296 15,293non-consolidated affiliates

Income tax expense 1,302 13,500

Income before equity in earnings of non-consolidated 9,994 1,793affiliates

Equity in losses of non-consolidated affiliates (493) -

Net income 9,501 1,793

Net income attributable to the noncontrolling interest (4,491) (791)

Net income attributable to MDC Partners Inc. 5,010 1,002

Accretion on and net income allocated to convertible (4,089) (3,440)preference shares

Net income (loss) attributable to MDC Partners Inc. $ 921 $ (2,438)common shareholders

Income (loss) Per Common Share:

Basic

Net income (loss) attributable to MDC Partners Inc. $ 0.01 $ (0.03)common shareholders

Diluted

Net income (loss) attributable to MDC Partners Inc $ 0.01 $ (0.03)common shareholders

Weighted Average Number of Common Shares Outstanding:

Basic 73,392,824 72,397,661

Diluted 75,439,066 72,397,661

SCHEDULE 2

MDC PARTNERS INC.

UNAUDITED REVENUE RECONCILIATION

(US$ in 000s, except percentages)

Three Months Ended

Revenue $ % Change

March 31, 2020 $ 327,742

Organic revenue ^(1) (22,615) (6.9) %

Non-GAAP acquisitions (dispositions), net (2,101) (0.6) %

Foreign exchange impact 4,559 1.4 %

Total change (20,157) (6.2) %

March 31, 2021 $ 307,585

^(1) Organic revenue refers to the positive results of subtracting both theforeign exchange and acquisition (disposition) components from total revenuegrowth. The acquisition (disposition) component is calculated by aggregatingprior period revenue for any acquired businesses, less the prior period revenueof any businesses that were disposed of during the current period. The organicrevenue component reflects the constant currency impact of (a) the change inrevenue of the partner firms which the Company has held throughout each of thecomparable periods presented, and (b) "non-GAAP acquisitions (dispositions),net". Non-GAAP acquisitions (dispositions), net consists of (i) foracquisitions during the current year, the revenue effect from such acquisitionas if the acquisition had been owned during the equivalent period in the prioryear and (ii) for acquisitions during the previous year, the revenue effectfrom such acquisitions as if they had been owned during that entire year (orsame period as the current reportable period), taking into account theirrespective pre-acquisition revenues for the applicable periods, and (iii) fordispositions, the revenue effect from such disposition as if they had beendisposed of during the equivalent period in the prior year. See "Non-GAAPFinancial Measures" herein.

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 March 31, 2021

Integrated Integrated Media & Networks - Networks - Data All Other Corporate Total Group A Group B Network

Revenue: $ 102,386 $ 111,151 $ 36,783 $ 57,265 $ - $ 307,585

Net income attributable to MDC Partners Inc. common $ 921shareholders

Adjustments to reconcile to operating income (loss):

Accretion on and net income allocated to convertible 4,089preference shares

Net income attributable to the noncontrolling 4,491interest

Equity in losses of non-consolidated affiliates 493

Income tax expense 1,302

Interest expense and finance charges, net 19,065

Foreign exchange gain (2,080)

Other, net (614)

Operating income (loss) $ 11,450 $ 19,910 $ 3,392 $ 4,657 $ (11,742) $ 27,667

Operating margin 11.2 % 17.9 % 9.2 % 8.1 % 9.0 %

Adjustments:

Depreciation and amortization $ 1,294 $ 3,657 $ 472 $ 1,537 $ 1,216 $ 8,176

Impairment and other losses - 875 - - - 875

Stock-based compensation (3,628) 953 21 61 630 (1,963)

Deferred acquisition consideration 11,824 128 - (267) - 11,685

Distributions from non-consolidated affiliates^ (1) - - - - 9 9

Other items, net ^(2) 1,522 346 1,196 54 2,367 5,485

Adjusted EBITDA ^(3) $ 22,462 $ 25,869 $ 5,081 $ 6,042 $ (7,520) $ 51,934

Adjusted EBITDA margin 21.9 % 23.3 % 13.8 % 10.6 % 16.9 %

^(1) Distributions from non-consolidated affiliates includes (i) cash receivedfor profit distributions from non-consolidated affiliates, and (ii)consideration from the sale of ownership interests in non-consolidatedaffiliates less contributions to date plus undistributed earnings (losses).

^(2) Other items, net includes items such as merger related costs, severanceand other restructuring expenses. See Schedule 10 for a reconciliation ofamounts.

^(3) Adjusted EBITDA is a non-GAAP financial measure, and as shown above itrepresents operating income (loss) plus depreciation and amortization,stock-based compensation, deferred acquisition consideration adjustments,distributions from non-consolidated affiliates, impairment and other items. See"Non-GAAP Financial Measures" herein.

Note: Actuals may not foot due to rounding.

SCHEDULE 4

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2020

Integrated Integrated Media & Networks - Networks - Data All Other Corporate Total Group A Group B Network

Revenue: $ 90,621 $ 117,707 $ 41,058 $ 78,356 $ - $ 327,742

Net loss attributable to MDC Partners Inc. common $ (2,438)shareholders

Adjustments to reconcile to operating income (loss):

Accretion on and net income allocated to convertible 3,440preference shares

Net income attributable to the noncontrolling 791interest

Income tax expense 13,500

Interest expense and finance charges, net 15,611

Foreign exchange loss 14,757

Other, net (16,334)

Operating income (loss) $ 12,030 $ 17,161 $ 617 $ 7,857 $ (8,338) $ 29,327

Operating margin 13.3 % 14.6 % 1.5 % 10.0 % 8.9 %

Adjustments:

Depreciation and amortization $ 1,741 $ 4,526 $ 808 $ 1,899 $ 232 $ 9,206

Impairment and other losses - 161 - - - 161

Stock-based compensation 1,961 900 (13) 80 142 3,070

Deferred acquisition consideration 569 (5,612) 375 68 - (4,600)

Distributions from non-consolidated affiliates ^(1) - - - - (14) (14)

Other items, net ^(2) - - - - 2,416 2,416

Adjusted EBITDA^ (3) $ 16,301 $ 17,136 $ 1,787 $ 9,904 $ (5,562) $ 39,566

Adjusted EBITDA margin 18.0 % 14.6 % 4.4 % 12.6 % 12.1 %

^(1) Distributions from non-consolidated affiliates includes (i) cash receivedfor profit distributions from non-consolidated affiliates, and (ii)consideration from the sale of ownership interests in non-consolidatedaffiliates less contributions to date plus undistributed earnings (losses).

^(2) Other items, net includes items such as merger related costs, severance and other restructuring expenses. See Schedule 10 for a reconciliation ofamounts.

^(3) Adjusted EBITDA is a non-GAAP financial measure, and as shown above itrepresents operating income (loss) plus depreciation and amortization,stock-based compensation, deferred acquisition consideration adjustments,distributions from non-consolidated affiliates, impairment and other items. See"Non-GAAP Financial Measures" herein.

Note: Actuals may not foot due to rounding.

SCHEDULE 5

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO COVENANT EBITDA

(US$ in 000s)

2020 2021 Covenant EBITDA (LTM) ^(1)

Q1 Q2 Q3 Q4 Q1 Q4-2020- Q1-2021 - LTM LTM

Net income (loss) attributable to MDC Partners Inc. $ (2,438) $ (4,102) $ 360 $ (237,108) $ 921 $ (243,288) $ (239,929)common shareholders

Adjustments to reconcile to operating income (loss):

Accretion on and net income allocated to convertible 3,440 3,509 3,716 3,651 4,089 14,316 14,965preference shares

Net income attributable to the noncontrolling interest 791 3,101 10,728 7,154 4,491 21,774 25,474

Equity in losses of non-consolidated affiliates - 798 31 1,411 493 2,240 2,733

Income tax expense (benefit) 13,500 (7,923) 1,452 109,526 1,302 116,555 104,357

Interest expense and finance charges, net 15,611 15,941 15,266 15,344 19,065 62,162 65,616

Foreign exchange loss (gain) 14,757 (5,342) (2,159) (6,274) (2,080) 982 (15,855)

Other, net (16,334) (5,884) (505) 2,223 (614) (20,500) (4,780)

Operating income (loss) $ 29,327 $ 98 $ 28,889 $ (104,073) $ 27,667 $ (45,759) $ (47,419)

Adjustments to reconcile to Adjusted EBITDA:

Depreciation and amortization $ 9,206 $ 8,899 $ 9,332 $ 9,468 $ 8,176 $ 36,905 $ 35,875

Impairment and other losses 161 18,839 159 77,240 875 96,399 97,113

Stock-based compensation 3,070 1,039 6,459 3,611 (1,963) 14,179 9,146

Deferred acquisition consideration (4,600) 2,312 2,803 41,672 11,685 42,187 58,472

Distributions from non-consolidated affiliates (14) 1,079 208 902 9 2,175 2,198

Other items, net ^(2) 2,416 3,895 6,208 18,725 5,485 31,244 34,313

Adjusted EBITDA $ 39,566 $ 36,161 $ 54,058 $ 47,545 $ 51,934 $ 177,330 $ 189,698

Adjustments to reconcile to Covenant EBITDA:

Proforma dispositions ^(3) $ (124) $ - $ - $ - $ - $ (124) $ -

Severance due to eliminated positions 2,133 5,233 2,336 1,987 532 11,689 10,088

Other adjustments, net ^ (4) 357 207 77 585 82 1,226 951

Covenant EBITDA $ 41,932 $ 41,601 $ 56,471 $ 50,117 $ 52,548 $ 190,121 $ 200,737

^(1) Covenant EBITDA is a measure that includes pro forma adjustments foracquisitions, one-time charges, permitted dispositions and other adjustments,as defined in the Company's Credit Agreement. Covenant EBITDA is calculated asthe aggregate of operating results for the rolling last twelve months (LTM).Each quarter is presented to provide the information utilized to calculateCovenant EBITDA. Historical Covenant EBITDA may be re-casted in the currentperiod for any proforma adjustments related to acquisitions and/or dispositionsin the current period. See "Non-GAAP Financial Measures" herein.

^(2) Other items, net includes items such as merger related costs, severance and other restructuring expenses. See Schedule 10 for a reconciliation ofamounts.

^(3) Represents Sloane EBITDA for the respective period.

^(4) Other adjustments, net primarily includes one-time professional fees andcosts associated with real estate consolidation.

Note: Actuals may not foot due to rounding.

SCHEDULE 6

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

March 31, December 31, 2020 2021

ASSETS

Current Assets:

Cash and cash equivalents $ 113,340 $ 60,757

Accounts receivable, less allowance for doubtful accounts of $4,498 and $5,473 377,670 374,892

Expenditures billable to clients 22,824 10,552

Other current assets 31,687 40,938

Total Current Assets 545,521 487,139

Fixed assets, at cost, less accumulated depreciation of $137,729 and $136,166 85,085 90,413

Right-of-use assets - operating leases 207,418 214,188

Goodwill 669,060 668,211

Other intangible assets, net 30,784 33,844

Other assets 22,845 17,517

Total Assets $ 1,560,713 $ 1,511,312

LIABILITIES, RNCI, AND SHAREHOLDERS' DEFICIT

Current Liabilities

Accounts payable $ 209,679 $ 168,396

Accruals and other liabilities 242,667 274,968

Advance billings 170,159 152,956

Current portion of lease liabilities - operating leases 41,229 41,208

Current portion of deferred acquisition consideration 52,156 53,730

Total Current Liabilities 715,890 691,258

Long-term debt 864,850 843,184

Long-term portion of deferred acquisition consideration 41,244 29,335

Long-term lease liabilities - operating leases 241,375 247,243

Other liabilities 77,585 82,065

Total Liabilities 1,940,944 1,893,085

Redeemable Noncontrolling Interests 25,352 27,137

Commitments, Contingencies and Guarantees

Shareholders' Deficit:

Convertible preference shares, 145,000 authorized, issued and outstanding at 152,746 152,746March 31, 2021 and December 31, 2020

Common stock and other paid-in capital 106,193 104,367

Accumulated deficit (704,741) (709,751)

Accumulated other comprehensive income 183 2,739

MDC Partners Inc. Shareholders' Deficit (445,619) (449,899)

Noncontrolling interests 40,036 40,989

Total Shareholders' Deficit (405,583) (408,910)

Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' $ 1,560,713 $ 1,511,312Deficit

SCHEDULE 7

MDC PARTNERS INC.

UNAUDITED SUMMARY CASH FLOW DATA

(US$ in 000s)

Three Months Ended March 31,

2021 2020

Net cash provided by (used in) operating activities $ 47,060 $ (19,955)

Net cash provided by (used in) investing activities (7,032) 16,645

Net cash provided by financing activities 13,427 119,642

Effect of exchange rate changes on cash and cash (872) (2,164)equivalents

Net increase in cash and cash equivalents $ 52,583 $ 114,168

Cash and cash equivalents at beginning of period 60,757 106,933

Cash and cash equivalents at end of period $ 113,340 $ 221,101

Supplemental disclosures:

Cash income taxes paid $ 251 $ 849

Cash interest paid $ 317 $ 145

Note: Actuals may not foot due to rounding.

SCHEDULE 8

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

(US$ in 000s)

2020 2021

Q1 Q2 Q3 Q4 YTD Q1

NON-GAAP DISPOSITIONS, NET

Foreign exchange impact $ (248) $ - $ - $ - $ (248) $ -

Contribution to organic revenue (growth) (411) - - - (411) -decline^ (1)

Prior year revenue from dispositions ^(2) (5,024) (4,106) (4,076) (4,447) (17,653) (2,101)

Non-GAAP Dispositions $ (5,683) $ (4,106) $ (4,076) $ (4,447) $ (18,312) $ (2,101)

2020 2021

Q1 Q2 Q3 Q4 YTD Q1

OTHER ITEMS, NET

Severance and other restructuring expenses $ 1,334 $ 2,969 $ 3,270 $ 1,072 $ 8,645 $ 2,345

Merger costs 1,082 926 2,938 17,653 22,599 3,140

Total other items, net $ 2,416 $ 3,895 $ 6,208 $ 18,725 $ 31,244 $ 5,485

2020 2021

Q1 Q2 Q3 Q4 YTD Q1

CAPITAL EXPENDITURES, NET

Capital expenditures $ (1,546) $ (2,144) $ (24,187) $ (9,426) $ (37,303) $ (516)

Net revenue, primarily consisting of fees, commissions and performanceincentives, represents the amount of our gross billings excluding billableexpenses charged to a client. Net revenue of $270,707 (exclusive of billableexpenses of $36,877) for the quarter ended March 31, 2021, declined from$274,445 (exclusive of billable expenses of $53,297) for the quarter endedMarch 31, 2020.

^(1) Contribution to organic revenue represents the change in revenue, measuredon a constant currency basis, relative to the comparable pre-acquisition periodfor acquired businesses that are included in the Company's organic revenuegrowth (decline) calculation.

^(2) Prior year revenue from dispositions reflects the incremental impact onrevenue for the comparable period after the Company's disposition of suchdisposed business, plus revenue from each business disposed of by the Companyin the previous year through the twelve month anniversary of the disposition.

Note: Actuals may not foot due to rounding.

CONTACT: Michaela Pewarski

MDC Partners

(646) 429-1812

mpewarski@MDC-Partners.com

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SOURCE MDC Partners Inc.