Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
(Mark One) 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 001-13718 
MDC Partners Inc.
(Exact name of registrant as specified in its charter)
Canada
 
98-0364441
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
745 Fifth Avenue
New York, New York
 
10151
(Address of principal executive offices)
 
(Zip Code)
(646) 429-1800
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Subordinate Voting Shares, no par value
MDCA
NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ý   No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   ý No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer  ¨
Accelerated filer  x
Non-accelerated Filer  ¨ 
Smaller reporting company  x
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨ No   ý
The number of common shares outstanding as of October 18, 2019 was 72,142,668 Class A subordinate voting shares and 3,749 Class B multiple voting shares.

Table of Contents


MDC PARTNERS INC.
 
QUARTERLY REPORT ON FORM 10-Q
 
TABLE OF CONTENTS
 
 
 
Page
 
PART I. FINANCIAL INFORMATION
 
Item 1.
3
 
3
 
4
 
5
 
6
 
8
 
10
Item 2.
27
Item 3.
52
Item 4.
52
 
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
54
Item 1A.
54
Item 2.
54
Item 3.
54
Item 4.
54
Item 5.
55
Item 6.
56
56

2
Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(thousands of United States dollars, 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

Stock-based compensation expense is included in the following line items above:
 

 
 

 
 
 
 
Cost of services sold
$
5,193

 
$
4,390

 
$
12,180

 
$
11,784

Office and general expenses
833

 
1,852

 
452

 
5,098

Total
$
6,026

 
$
6,242

 
$
12,632

 
$
16,882

See notes to the Unaudited Condensed Consolidated Financial Statements.

3
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(thousands of United States dollars)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Comprehensive Income (Loss)
 
 
 

 
 
 
 
Net income (loss)
$
5,513

 
$
(13,667
)
 
$
13,162

 
$
(36,235
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of applicable tax:
 

 
 

 
 
 
 
Foreign currency translation adjustment
(1,461
)
 
(1,327
)
 
(7,505
)
 
(898
)
Other comprehensive loss
(1,461
)
 
(1,327
)
 
(7,505
)
 
(898
)
Comprehensive income (loss) for the period
4,052

 
(14,994
)
 
5,657

 
(37,133
)
Comprehensive income attributable to the noncontrolling interests
(6,969
)
 
(2,931
)
 
(10,830
)
 
(4,367
)
Comprehensive loss attributable to MDC Partners Inc.
$
(2,917
)
 
$
(17,925
)
 
$
(5,173
)
 
$
(41,500
)
See notes to the Unaudited Condensed Consolidated Financial Statements.

4
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(thousands of United States dollars)
 
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 (Note 13)
 
 
 
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

See notes to the Unaudited Condensed Consolidated Financial Statements.

5
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of United States dollars)

 
Nine Months Ended September 30,

2019
 
2018
Cash flows from operating activities:
 

 
 

Net income (loss)
$
13,162

 
$
(36,235
)
Adjustments to reconcile net income (loss) to cash used in operating activities:
 
 
 
Stock-based compensation
12,632

 
16,882

Depreciation
18,796

 
20,944

Amortization of intangibles
10,073

 
14,268

Amortization of deferred finance charges and debt discount
2,504

 
2,402

Goodwill and other asset impairment
1,944

 
23,325

Adjustment to deferred acquisition consideration
(3,627
)
 
8,522

Deferred income taxes
6,292

 
(6,690
)
Loss on sale of assets
3,361

 
(1,408
)
Earnings of non-consolidated affiliates
(352
)
 
(358
)
Other non-current assets and liabilities
(3,017
)
 
(956
)
Foreign exchange
(5,145
)
 
9,125

Changes in working capital:
 
 
 
Accounts receivable
835

 
8,574

Expenditures billable to clients
3,716

 
(28,171
)
Prepaid expenses and other current assets
3,280

 
(11,516
)
Accounts payable, accruals and other current liabilities
(96,527
)
 
(49,587
)
Acquisition related payments
(4,816
)
 
(28,263
)
Advance billings
31,049

 
27,413

Net cash used in operating activities
(5,840
)

(31,729
)
Cash flows from investing activities:
 
 
 
Capital expenditures
(13,786
)
 
(15,232
)
Proceeds from sale of assets
23,050

 
—

Acquisitions, net of cash acquired
(5,778
)
 
(34,303
)
Other investments
(179
)
 
1,180

Net cash provided by (used in) investing activities
3,307


(48,355
)
Cash flows from financing activities:
 

 
 

Repayment of revolving credit facility
(1,172,909
)
 
(1,121,300
)
Proceeds from revolving credit facility
1,112,857

 
1,224,290

Proceeds from issuance of common and convertible preference shares, net of issuance costs
98,620

 
—

Acquisition related payments
(30,155
)
 
(32,240
)
Distributions to noncontrolling interests
(9,982
)
 
(10,410
)
Payment of dividends
(56
)
 
(182
)
Purchase of shares
(577
)
 
(776
)
Other
—

 
(260
)
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
)
Cash and cash equivalents at beginning of period
30,873

 
46,179


6
Table of Contents

 
Nine Months Ended September 30,

2019
 
2018
Cash and cash equivalents at end of period
$
27,280

 
$
25,056

Supplemental disclosures:
 

 
 

Cash income taxes paid
$
3,631

 
$
4,822

Cash interest paid
$
32,525

 
$
33,011

See notes to the Unaudited Condensed Consolidated Financial Statements.

7
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(thousands of United States dollars, except share amounts)
 
Three Months Ended
 
September 30, 2019
 
Convertible Preference Shares

Common Shares
 
Common Stock and Other Paid-in Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Income (Loss)

MDC Partners Inc. Shareholders' Deficit

Noncontrolling Interests

Total Shareholder's Deficit
 

 
 
 



(in thousands, except share amounts)
Shares
 
Amount

Shares
 
 
 



Balance at June 30, 2019
145,000

 
$
152,746

 
71,947,743

 
$
97,455

 
$
(460,726
)
 
$
(1,713
)
 
$
(212,238
)
 
$
40,261

 
$
(171,977
)
Net loss attributable to MDC Partners Inc.
—

 
—

 
—

 
—

 
(1,752
)
 
—

 
(1,752
)
 
—

 
(1,752
)
Other comprehensive loss
—

 
—

 
—

 
—

 
—

 
(1,165
)
 
(1,165
)
 
(296
)
 
(1,461
)
Issuance of restricted stock
—

 
—

 
372,953

 
—

 
—

 
—

 
—

 
—

 
—

Shares acquired and cancelled
—

 
—

 
(174,279
)
 
(499
)
 
—

 
—

 
(499
)
 
—

 
(499
)
Stock-based compensation
—

 
—

 
—

 
1,409

 
—

 
—

 
1,409

 
—

 
1,409

Changes in redemption value of redeemable noncontrolling interests
—

 
—

 
—

 
767

 
—

 
—

 
767

 
—

 
767

Business acquisitions and step-up transactions, net of tax
—

 
—

 
—

 
(648
)
 
—

 
—

 
(648
)
 
—

 
(648
)
Changes in ownership interest
—

 
—

 
—

 
(109
)
 
—

 
—

 
(109
)
 
—

 
(109
)
Other
—

 
—

 
—

 
(11
)
 
(5
)
 
—

 
(16
)
 
(9
)
 
(25
)
Balance at September 30, 2019
145,000

 
$
152,746

 
72,146,417

 
$
98,364

 
$
(462,483
)
 
$
(2,878
)
 
$
(214,251
)
 
$
39,956

 
$
(174,295
)

 
Nine Months Ended
 
September 30, 2019
 
Convertible Preference Shares
 
Common Shares
 
Common Stock and Other Paid-in Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Income (Loss)
 
MDC Partners Inc. Shareholders' Deficit
 
Noncontrolling Interests
 
Total Shareholder's Deficit
 
 
 
 
 
 
 
 
(in thousands, except share amounts)
Shares
 
Amount
 
Shares
 
 
 
 
 
 
Balance at December 31, 2018
95,000

 
$
90,123

 
57,521,323

 
$
58,579

 
$
(464,903
)
 
$
4,720

 
$
(311,481
)
 
$
64,514

 
$
(246,967
)
Net income attributable to MDC Partners Inc.
—

 
—

 
—

 
—

 
2,425

 
—

 
2,425

 
—

 
2,425

Other comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
(7,598
)
 
(7,598
)
 
93

 
(7,505
)
Issuance of common and convertible preference shares
50,000

 
62,623

 
14,285,714

 
35,997

 
—

 
—

 
98,620

 
—

 
98,620

Issuance of restricted stock
—

 
—

 
566,932

 
—

 
—

 
—

 
—

 
—

 
—

Shares acquired and cancelled
—

 
—

 
(227,552
)
 
(577
)
 
—

 
—

 
(577
)
 
—

 
(577
)
Stock-based compensation
—

 
—

 
—

 
1,918

 
—

 
—

 
1,918

 
—

 
1,918

Changes in redemption value of redeemable noncontrolling interests
—

 
—

 
—

 
3,496

 
—

 
—

 
3,496

 
—

 
3,496

Business acquisitions and step-up transactions, net of tax
—

 
—

 
—

 
(745
)
 
—

 
—

 
(745
)
 
—

 
(745
)
Changes in ownership interest
—

 
—

 
—

 
(293
)
 
—

 
—

 
(293
)
 
(24,642
)
 
(24,935
)
Other
—

 
—

 
—

 
(11
)
 
(5
)
 
—

 
(16
)
 
(9
)
 
(25
)
Balance at September 30, 2019
145,000

 
$
152,746

 
72,146,417

 
$
98,364

 
$
(462,483
)
 
$
(2,878
)
 
$
(214,251
)
 
$
39,956

 
$
(174,295
)








8
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(thousands of United States dollars, except share amounts)

 
Three Months Ended
 
September 30, 2018
 
Convertible Preference Shares
 
Common Shares
 
Common Stock and Other Paid-in Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Income (Loss)
 
MDC Partners Inc. Shareholders' Deficit
 
Noncontrolling Interests
 
Total Shareholder's Deficit
 
 
 
 
 
 
 
(in thousands, except share amounts)
Shares
 
Amount
 
Shares
 
 
 
 
 
 
Balance at June 30, 2018
95,000

 
$
90,123

 
57,454,028

 
$
45,824

 
$
(367,180
)
 
$
481

 
$
(230,752
)
 
$
77,416

 
$
(153,336
)
Net loss attributable to MDC Partners Inc.
—

 
—

 
—

 
—

 
(16,125
)
 
—

 
(16,125
)
 
—

 
(16,125
)
Other comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
(1,800
)
 
(1,800
)
 
473

 
(1,327
)
Issuance of restricted stock
—

 
—

 
115,500

 
—

 
—

 
—

 
—

 
—

 
—

Shares acquired and cancelled
—

 
—

 
(54,089
)
 
(283
)
 
—

 
—

 
(283
)
 
—

 
(283
)
Stock-based compensation
—

 
—

 
—

 
2,450

 
—

 
—

 
2,450

 
—

 
2,450

Changes in redemption value of redeemable noncontrolling interests
—

 
—

 
—

 
(2,347
)
 
—

 
—

 
(2,347
)
 
—

 
(2,347
)
Business acquisitions and step-up transactions, net of tax
—

 
—

 
—

 
4,975

 
—

 
—

 
4,975

 
(11,947
)
 
(6,972
)
Balance at September 30, 2018
95,000

 
$
90,123

 
57,515,439

 
$
50,619

 
$
(383,305
)
 
$
(1,319
)
 
$
(243,882
)
 
$
65,942

 
$
(177,940
)

 
Nine Months Ended
 
September 30, 2018
 
Convertible Preference Shares
 
Common Shares
 
Common Stock and Other Paid-in Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Income
 
MDC Partners Inc. Shareholders' Deficit
 
Noncontrolling Interests
 
Total Shareholder's Deficit
 
 
 
 
 
 
 
(in thousands, except share amounts)
Shares
 
Amount
 
Shares
 
 
 
 
 
 
Balance at December 31, 2017
95,000

 
$
90,220

 
56,375,131

 
$
38,191

 
$
(340,000
)
 
$
(1,954
)
 
$
(213,543
)
 
$
58,030

 
$
(155,513
)
Net loss attributable to MDC Partners Inc.
—

 
—

 
—

 
—

 
(42,135
)
 
—

 
(42,135
)
 
—

 
(42,135
)
Other comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
635

 
635

 
(1,533
)
 
(898
)
Expenses for convertible preference shares
—

 
(97
)
 
—

 
—

 
—

 
—

 
(97
)
 
—

 
(97
)
Issuance of restricted stock
—

 
—

 
237,529

 
—

 
—

 
—

 
—

 
—

 
—

Shares acquired and cancelled
—

 
—

 
(108,782
)
 
(776
)
 
—

 
—

 
(776
)
 
—

 
(776
)
Shares issued, acquisitions
—

 
—

 
1,011,561

 
7,030

 
—

 
—

 
7,030

 
—

 
7,030

Stock-based compensation
—

 
—

 
—

 
6,774

 
—

 
—

 
6,774

 
—

 
6,774

Changes in redemption value of redeemable noncontrolling interests
—

 
—

 
—

 
(4,409
)
 
—

 
—

 
(4,409
)
 
—

 
(4,409
)
Business acquisitions and step-up transactions, net of tax
—

 
—

 
—

 
3,809

 
—

 
—

 
3,809

 
15,410

 
19,219

Changes in ownership interest
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,965
)
 
(5,965
)
Cumulative effect of adoption of ASC 606
—

 
—

 
—

 
—

 
(1,170
)
 
—

 
(1,170
)
 
—

 
(1,170
)
Balance at September 30, 2018
95,000

 
$
90,123

 
57,515,439

 
$
50,619

 
$
(383,305
)
 
$
(1,319
)
 
$
(243,882
)
 
$
65,942

 
$
(177,940
)

See notes to the Unaudited Condensed Consolidated Financial Statements.

9
Table of Contents

MDC PARTNERS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(thousands of United States dollars, except per share amounts, unless otherwise stated)
1. Basis of Presentation and Recent Developments
The accompanying consolidated financial statements include the accounts of MDC Partners Inc. (the “Company” or “MDC”), its subsidiaries and variable interest entities for which the Company is the primary beneficiary. References herein to “Partner Firms” generally refer to the Company’s subsidiary agencies.
MDC Partners Inc. has prepared the unaudited condensed consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, the financial statements have been condensed and do not include certain information and disclosures pursuant to these rules. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Form 10-K”).
The accompanying financial statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management are necessary for a fair presentation, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation.
Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.
Due to changes in the composition of certain businesses 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. See Note 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information.
2. Revenue
The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The MDC network provides an extensive range of services to our clients offering a variety of marketing and communication capabilities including strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television broadcast), public relations services including strategy, editorial, crisis support or issues management, media training, influencer engagement and events management. We also provide media buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast), experiential marketing and application/website design and development.
The primary source of the Company’s revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses, depending on the terms of the client contract. In all circumstances, revenue is only recognized when collection is reasonably assured. Certain of the Company’s contractual arrangements have more than one performance obligation. For such arrangements, revenue is allocated to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices are determined based on the prices charged to clients or using expected cost plus margin.
The determination of our performance obligations is specific to the services included within each contract. Based on a client’s requirements within the contract, and how these services are provided, multiple services could represent separate performance obligations or be combined and considered one performance obligation. Contracts that contain services that are not significantly integrated or interdependent, and that do not significantly modify or customize each other, are considered separate performance obligations. Typically, we consider media planning, media buying, creative (or strategy), production and experiential marketing services to be separate performance obligations if included in the same contract as each of these services can be provided on a stand-alone basis, and do not significantly modify or customize each other. Public relations services and application/website design and development are typically each considered one performance obligation as there is a significant integration of these services into a combined output.
We typically satisfy our performance obligations over time, as services are performed. Fees for services are typically recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred to date in relation to total estimated efforts to complete the contract. Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no further performance obligation.                                            

10

Revenue is recognized net of sales and other taxes due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days. In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination date.
Within each contract, we identify whether the Company is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service before transferring it to the client, and is primarily responsible for integrating the services into the final deliverables, we act as principal. In these arrangements, revenue is recorded at the gross amount billed. Accordingly, for these contracts the Company has included reimbursed expenses in revenue. In other arrangements where a third-party supplier, rather than the Company, is primarily responsible for the integration of services into the final deliverables, and thus the Company is solely arranging for the third-party supplier to provide these services to our client, we generally act as agent and record revenue equal to the net amount retained, when the fee or commission is earned. The role of MDC’s agencies under a production services agreement is to facilitate a client’s purchasing of production capabilities from a third-party production company in accordance with the client’s strategy and guidelines. The obligation of MDC’s agencies under media buying services is to negotiate and purchase advertising media from a third-party media vendor on behalf of a client to execute its media plan. We do not obtain control prior to transferring these services to our clients; therefore, we primarily act as agent for production and media buying services.                                    
A small portion of the Company’s contractual arrangements with clients include performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. Incentive compensation is primarily estimated using the most likely amount method and is included in revenue up to the amount that is not expected to result in a reversal of a significant amount of cumulative revenue recognized. We recognize revenue related to performance incentives as we satisfy the performance obligation to which the performance incentives are related.

Disaggregated Revenue Data
The Company provides a broad range of services to a large base of clients across the full spectrum of industry verticals on a global basis. The primary source of revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Partner Firms. Representation of a client rarely means that MDC handles marketing communications for all brands or product lines of the client in every geographical location. The Company’s Partner firms often cooperate with one another through referrals and the sharing of both services and expertise, which enables MDC to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate, independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the MDC network.
The following table presents revenue disaggregated by client industry vertical for the three and nine months ended September 30, 2019 and 2018:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Industry
Reportable Segment
 
2019
 
2018
 
2019
 
2018
Food & Beverage
All
 
$
64,774

 
$
80,919

 
$
204,743

 
$
234,203

Retail
All
 
39,420

 
40,421

 
111,899

 
116,832

Consumer Products
All
 
38,510

 
40,124

 
119,866

 
118,097

Communications
All
 
48,147

 
46,779

 
136,819

 
128,232

Automotive
All
 
19,125

 
21,282

 
55,857

 
67,070

Technology
All
 
28,148

 
26,005

 
84,294

 
71,085

Healthcare
All
 
25,152

 
33,751

 
74,403

 
101,753

Financials
All
 
28,054

 
30,378

 
81,049

 
83,079

Transportation and Travel/Lodging
All
 
20,541

 
19,357

 
65,111

 
53,021

Other
All
 
31,036

 
36,814

 
99,787

 
109,169

 
 
 
$
342,907

 
$
375,830

 
$
1,033,828

 
$
1,082,541



11

MDC has historically largely focused where the Company was founded in North America, the largest market for its services in the world. In recent years the Company has expanded its global footprint to support clients looking for help to grow their businesses in new markets. Today, MDC’s Partner Firms are located in the United States, Canada, and an additional twelve countries around the world. In the past, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses.

The following table presents revenue disaggregated by geography for the three and nine months ended September 30, 2019 and 2018:

Three Months Ended September 30,
 
Nine Months Ended September 30,
Geographic Location
Reportable Segment
 
2019
 
2018
 
2019
 
2018
United States
All
 
$
271,671

 
$
296,544

 
$
819,347

 
$
848,336

Canada
All, excluding Media Services
 
25,895

 
32,132

 
72,837

 
91,597

Other
All, excluding Media Services
 
45,341

 
47,154

 
141,644

 
142,608

 
 
 
$
342,907

 
$
375,830

 
$
1,033,828

 
$
1,082,541


Contract assets and liabilities
Contract assets consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Unbilled service fees were $81,703 and $64,362 at September 30, 2019 and December 31, 2018, respectively, and are included as a component of accounts receivable on the Unaudited Condensed Consolidated Balance Sheets. Outside vendor costs incurred on behalf of clients which have yet to be invoiced were $38,652 and $42,369 at September 30, 2019 and December 31, 2018, respectively, and are included on the Unaudited Condensed Consolidated Balance Sheets as expenditures billable to clients. Such amounts are invoiced to clients at various times over the course of providing services.
Contract liabilities consist of fees billed to clients in excess of fees recognized as revenue and are classified as advance billings on the Company’s Unaudited Condensed Consolidated Balance Sheets. Advance billings at September 30, 2019 and December 31, 2018 were $169,857 and $138,505, respectively. The increase in the advance billings balance of $31,352 for the nine months ended September 30, 2019 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $114,927 of revenues recognized that were included in the advance billings balances as of December 31, 2018 and reductions due to the incurrence of third-party costs.
Changes in the contract asset and liability balances during the nine months ended September 30, 2019 and December 31, 2018 were not materially impacted by write offs, impairment losses or any other factors.

12

3. Income (Loss) Per Common Share
The following table sets forth the computation of basic and diluted income (loss) per common share:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Numerator:
 


 

 
 
 
 
Net income (loss) attributable to MDC Partners Inc.
$
(1,752
)
 
$
(16,125
)
 
$
2,425

 
$
(42,135
)
Accretion on convertible preference shares
(3,306
)

(2,109
)
 
(8,931
)
 
(6,204
)
Net income allocated to convertible preference shares
—

 
—

 
—

 
—

Net loss attributable to MDC Partners Inc. common shareholders
$
(5,058
)

$
(18,234
)
 
$
(6,506
)
 
$
(48,339
)
 
 
 
 
 
 
 
 
Adjustment to net income allocated to convertible preference shares
—

 
—

 
—

 
—

Numerator for dilutive loss per common share:
 
 
 
 
 
 
 
Net loss attributable to MDC Partners Inc. common shareholders
$
(5,058
)

$
(18,234
)
 
$
(6,506
)
 
$
(48,339
)
Denominator:
 
 
 
 
 
 
 
Basic weighted average number of common shares outstanding
72,044,480


57,498,661

 
68,154,306

 
57,117,797

Effect of dilutive securities:
 
 
 
 
 
 
 
Impact of stock options and non-vested stock under employee stock incentive plans
—

 
—

 
—

 
—

Diluted weighted average number of common shares outstanding
72,044,480


57,498,661

 
68,154,306

 
57,117,797

Basic
$
(0.07
)

$
(0.32
)
 
$
(0.10
)
 
$
(0.85
)
Diluted
$
(0.07
)
 
$
(0.32
)
 
$
(0.10
)
 
$
(0.85
)
Anti-dilutive stock awards 3,714,595 1,524,218 3,714,595 1,524,218

Restricted stock and restricted stock unit awards of 135,386 and 1,015,637 as of September 30, 2019 and 2018 respectively, which are contingent upon the Company meeting a cumulative three year earnings target and contingent upon continued employment, are excluded from the computation of diluted income per common share as the contingencies were not satisfied at September 30, 2019 and 2018, respectively. In addition, there were 145,000 and 95,000 Preference Shares outstanding which were convertible into 26,133,613 and 10,755,602 Class A common shares at September 30, 2019 and 2018, respectively. These Preference Shares were anti-dilutive for each period presented in the table above and are therefore excluded from the diluted income (loss) per common share calculation.

4. Acquisitions and Dispositions
2019 Acquisition
Effective April 1, 2019, the Company acquired the 35% ownership interest of HPR Partners LLC (Hunter) it did not own for an aggregate purchase price of $10,234, comprised of a closing cash payment of $3,890 and additional deferred acquisition payments with an estimated present value at the acquisition date of $6,344. The deferred payments are based on the financial results of the underlying business from 2018 to 2020 with final payment due in 2021. As of the acquisition date, the fair value of the additional interest acquired was $20,178. The fair value was measured using a discounted cash flow model.
As a result of the transaction, the Company reduced redeemable noncontrolling interests by $9,486. The difference between the purchase price and the noncontrolling interest of $745 was recorded in common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheet.
2019 Disposition
On March 8, 2019, the Company consummated the sale of Kingsdale, an operating segment with operations in Toronto and New York City that provides shareholder advisory services. As consideration for the sale, the Company was paid cash plus the assumption of certain liabilities totaling approximately $50 million in the aggregate. The sale resulted in a loss of approximately $3 million, which is included in Other, net within the Unaudited Condensed Consolidated Statement of Operations.


13

Assets and Liabilities Held for Sale - Change in Plan to Sell
In the fourth quarter of 2018, the Company initiated a process to sell its ownership interest in a foreign office within the Global Integrated Agencies reportable segment. The assets and liabilities of the entity were classified as Assets and Liabilities held for sale, at their fair value less cost to sell, within the Consolidated Balance Sheet as of December 31, 2018. In the second quarter of 2019, following the appointment of Mark Penn as Chief Executive Officer, management changed its strategy and plan to sell the foreign office. In the second quarter of 2019, in connection with management’s decision, the amounts classified within assets and liabilities held for sale were reclassified into the respective line items within the Unaudited Condensed Consolidated Balance Sheet.
2018 Acquisitions
On September 7, 2018, a subsidiary of the Company purchased a 100% interest in OneChocolate Communications Limited and OneChocolate Communications LLC, PR (“OneChocolate”) a digital marketing consultancy headquartered in London, UK, for an aggregate purchase price of $3,231, working capital of $966 and additional deferred acquisition payments with an estimated present value of $2,146. OneChocolate’s results are reflected in the Allison & Partners operating segment which is included in the Specialist Communications reportable segment which had an immaterial impact on our results.
On July 1, 2018, the Company acquired the remaining 14.87% and 3% of membership interests of Doner Partners, LLC and Source Marketing LLC, respectively, for an aggregate purchase price of $7,618, comprised of a closing cash payment of $3,279 and additional deferred acquisition payments with an estimated present value of $4,305 as of December 31, 2018. As of the acquisition date, the fair value of the additional interests acquired was $16,361 for Doner Partners LLC. The fair values were measured using a discounted cash flow model. As a result of the transaction, the Company reduced noncontrolling interest by $11,946 and redeemable noncontrolling interest by $933.
On April 2, 2018, the Company purchased 51% of the membership interests of Instrument LLC (“Instrument”), a digital creative agency based in Portland, Oregon, for an aggregate purchase price of $35,591. The acquisition is expected to facilitate the Company’s growth and help to build its portfolio of modern, innovative and digital-first agencies. The purchase price consisted of a cash payment of $28,561 and the issuance of 1,011,561 shares of the Company’s Class A subordinate voting stock with an acquisition date fair value of $7,030. The Company issued these shares in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act.
The purchase price allocation for Instrument resulted in tangible assets of $10,304, identifiable intangibles of $23,130, consisting primarily of customer lists and a trade name, and goodwill of $32,776. In addition, the Company has recorded $27,357 as the fair value of noncontrolling interests, which was derived from the Company’s purchase price less a discount related to the noncontrolling parties’ lack of control. The identified assets have a weighted average useful life of approximately six years and will be amortized in a manner represented by the pattern in which the economic benefits of such assets are expected to be realized. The goodwill is tax deductible. Instruments’ results are included in the All Other category from a segment reporting perspective. The Company has a controlling financial interest in Instrument through its majority voting interest, and as such, has aggregated the acquired Partner Firm’s financial data into the Company’s Unaudited Condensed Consolidated Financial Statements. The operating results of Instrument in the current year are not material.
Effective January 1, 2018, the Company acquired the remaining 24.5% ownership interest of Allison & Partners LLC for an aggregate purchase price of $10,023, comprised of a closing cash payment of $300 and additional deferred acquisition payments with an estimated present value at the acquisition date of $9,723. The deferred payments are based on the future financial results of the underlying business from 2017 to 2020 with final payments due in 2021. As of the acquisition date, the fair value of the additional interest acquired was $20,096. The fair value was measured using a discounted cash flow model. As a result of the transaction, the Company reduced redeemable noncontrolling interests by $8,857. The difference of $1,166 between the purchase price and the noncontrolling interest was recorded in additional paid-in capital.

5. Deferred Acquisition Consideration
Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments, and to a lesser extent, contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period through operating income, for contingent purchase price payments, or net interest expense, for fixed purchase price payments. The Company accounts for retention payments through operating income as stock-based compensation over the required retention period.

14

The following table presents changes in contingent deferred acquisition consideration, which is measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the balance sheets as of September 30, 2019 and December 31, 2018.
 
September 30,
 
December 31,
 
2019
 
2018
Beginning Balance of contingent payments
$
82,598

 
$
119,086

Payments
(30,719
)
 
(54,947
)
Redemption value adjustments (1)
(2,617
)
 
3,512

Additions - acquisitions and step-up transactions
6,344

 
14,943

Other
35

 
4

Ending Balance of contingent payments
$
55,641

 
$
82,598

Fixed payments
549

 
1,097

 
$
56,190

 
$
83,695

    
(1) Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition payments and stock-based compensation charges relating to acquisition payments that are tied to continued employment. Redemption value adjustments are recorded within cost of services sold and office and general expenses on the Unaudited Condensed Consolidated Statements of Operations.
The following table presents the impact to the Company’s statement of operations due to the redemption value adjustments for the contingent deferred acquisition consideration:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
(Income) loss attributable to fair value adjustments
$
1,943

 
$
11,003

 
$
(3,627
)
 
$
8,522

Stock-based compensation
1,540

 
3,076

 
1,010

 
7,758

Redemption value adjustments
$
3,483

 
$
14,079

 
$
(2,617
)
 
$
16,280


15

6. Leases

Effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases (“ASC 842”). As a result, comparative prior periods have not been adjusted and continue to be reported under FASB ASC Topic 840, Leases. See Note 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for additional information regarding the Company’s adoption of ASC 842. The policies described herein refer to those in effect as of January 1, 2019.
The Company leases office space in North America, Europe, Asia, South America, and Australia. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2019 through 2032. The Company’s finance leases are immaterial.
The Company’s leasing policies are established in accordance with ASC 842, and accordingly, the Company recognizes on the balance sheet at the time of lease commencement a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments. Right-of-use lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All right-of-use lease assets are reviewed for impairment. As the Company’s implicit rate in its leases is not readily determinable, in determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the commencement date. Lease payments included in the measurement of the lease liability are comprised of noncancelable lease payments, payments based upon an index or rate, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.
Lease costs are recognized in the Consolidated Statement of Operations over the lease term on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. 
Some of the Company’s leases contain variable lease payments, including payments based upon an index or rate. Variable lease payments based upon an index or rate are initially measured using the index or rate in effect at the lease commencement date and are included within the lease liabilities. Lease liabilities are not remeasured as a result of changes in the index or rate, rather changes in these types of payments are recognized in the period in which the obligation for those payments is incurred. In addition, some of our leases contain variable payments for utilities, insurance, real estate tax, repairs and maintenance, and other variable operating expenses. Such amounts are not included in the measurement of the lease liability and are recognized in the period when the facts and circumstances on which the variable lease payments are based upon occur.
The Company’s leases include options to extend or renew the lease through 2040. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option.
From time to time, the Company enters into sublease arrangements both with unrelated third-parties and with our partner agencies. These leases are classified as operating leases and expire between years 2019 through 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America, Europe and Australia.
As of September 30, 2019, the Company has entered into two operating leases for which the commencement date has not yet occurred as this leased space is in the process of being prepared by the landlord for occupancy. Accordingly, these leases represent an obligation of the Company that is not on the Consolidated Balance Sheet as of September 30, 2019. The aggregate future liability related to these leases is approximately $12 million.
The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate.

16

The following table presents lease costs and other quantitative information for the three and nine months ended September 30, 2019:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2019
Lease Cost:
 
 
 
Operating lease cost
$
16,605

 
$
50,519

Variable lease cost
4,960

 
14,285

Sublease rental income
(2,376
)
 
(6,565
)
Total lease cost
$
19,189

 
$
58,239

Additional information:
 
 
 
Cash paid for amounts included in the measurement of lease liabilities for operating leases

 

Operating cash flows
$
16,988

 
$
52,163

 
 
 
 
Right-of-use assets obtained in exchange for operating lease liabilities
$
8,783

 
$
267,796

Weighted average remaining lease term (in years) - Operating leases
7.0

 
7.0

Weighted average discount rate - Operating leases
8.7

 
8.7


In the three months ended September 30, 2019, the Company recorded an impairment charge of $1.9 million to reduce the carrying value of a right-of-use lease asset and related leasehold improvements of one of its agencies within its Global Integrated Agencies segment. The Company evaluated the facts and circumstances related to the use of the asset which indicated that it may not be recoverable. Using adjusted quoted market prices to develop expected future cash flows, it was determined that the fair value of the asset was less than its carrying value. This impairment charge is included in Other Asset Impairment within the Unaudited Condensed Consolidated Statement of Operations.

Operating lease expense is included in office and general expenses in the Unaudited Condensed Consolidated Statement of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial. Rental expense for the three and nine months ended September 30, 2018 was $15,768 and $49,309, respectively, offset by $1,233 and $2,873, respectively in sublease rental income.
 
The following table presents minimum future rental payments under the Company’s leases at September 30, 2019 and their reconciliation to the corresponding lease liabilities:

 
Maturity Analysis
Remaining 2019
$
17,454

2020
68,981

2021
58,759

2022
48,272

2023
43,732

Thereafter
139,476

Total
376,674

Less: Present value discount
(98,743
)
Lease liability
$
277,931


17

7. Debt
As of September 30, 2019 and December 31, 2018, the Company’s indebtedness was comprised as follows:

September 30, 2019

December 31, 2018
Revolving credit agreement
$
8,091

 
$
68,143

6.50% Notes due 2024
900,000

 
900,000

Debt issuance costs
(12,712
)
 
(14,036
)
 
$
895,379

 
$
954,107

6.50% Notes
On March 23, 2016, MDC entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, are co-borrowers under, or grant liens to secure, the Credit Agreement, as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of $900,000 aggregate principal amount of the senior unsecured notes due 2024 (the “6.50% Notes”) . The 6.50% Notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933. The 6.50% Notes bear interest, payable semiannually in arrears on May 1 and November 1, at a rate of 6.50% per annum. The 6.50% Notes mature on May 1, 2024, unless earlier redeemed or repurchased.
MDC may, at its option, redeem the 6.50% Notes in whole at any time or in part from time to time, on and after May 1, 2019, at varying prices based on the timing of the redemption.
The Indenture includes covenants that are subject to a number of important limitations and exceptions. The 6.50% Notes are also subject to customary events of default, including a cross-payment default and cross-acceleration provision. The Company was in compliance with all covenants at September 30, 2019.
Credit Agreement
The Company is party to a $250,000 secured revolving credit facility due May 3, 2021. The amounts outstanding under the revolving credit facility as of September 30, 2019 and December 31, 2018 are presented in the table above and additional details are provided below.
On March 12, 2019 (the “Amendment Effective Date”), the Company, Maxxcom Inc. (a subsidiary of the Company) (“Maxxcom”) and each of their subsidiaries party thereto entered into an Amendment to the existing senior secured revolving credit facility, dated as of May 3, 2016 (as amended, the “Credit Agreement”), among the Company, Maxxcom, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent (“Wells Fargo”), and the lenders from time to time party thereto. Advances under the Credit Agreement are to be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement.
The Amendment provides financial covenant relief by increasing the total leverage ratio applicable on each testing date after the Amendment Effective Date through the period ending December 31, 2020 from 5.5:1.0 to 6.25:1.0. The total leverage ratio applicable on each testing date after December 31, 2020 will revert to 5.5:1.0.
In connection with the Amendment, the Company reduced the aggregate maximum amount of revolving commitments provided by the lenders under the Credit Agreement to $250 million from $325 million.
Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 0.75% in the case of Base Rate Loans and 1.50% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.
The Credit Agreement, which includes financial and non-financial covenants, is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions and collateralized by a portion of MDC’s outstanding receivable balance. The Company is currently in compliance with all of the terms and conditions of its Credit Agreement.
At September 30, 2019 and December 31, 2018, the Company had issued undrawn outstanding letters of credit of $4,744 and $4,701, respectively.


18

8. Share Capital
The authorized and outstanding share capital of the Company is as follows:
Series 6 Convertible Preference Shares
On March 14, 2019 (the “Series 6 Issue Date”), the Company entered into a securities purchase agreement with Stagwell Agency Holdings LLC (“Stagwell Holdings”), an affiliate of Stagwell Group LLC (“Stagwell”), pursuant to which Stagwell Holdings agreed to purchase (i) 14,285,714 newly authorized Class A shares (the “Stagwell Class A Shares”) for an aggregate contractual purchase price of $50,000 and (ii) 50,000 newly authorized Series 6 convertible preference shares (“Series 6 Preference Shares”) for an aggregate contractual purchase price of $50,000. The Company received proceeds of approximately $98,620, net of fees and estimated expenses, which were primarily used to pay down existing debt under the Company’s credit facility and for general corporate purposes. The proceeds allocated to the Stagwell Class A Shares were $35,997 and to Series 6 Preference Shares were $62,623 based on their relative fair value calculated by utilizing a Monte Carlo Simulation model. In connection with the closing of the transaction, the Company increased the size of its Board of Directors (the “Board”) and appointed two nominees designated by Stagwell Holdings. Except as required by law, the Series 6 Preference Shares do not have voting rights and are not redeemable at the option of Stagwell Holdings.
The holders of the Series 6 Preference Shares have the right to convert their Series 6 Preference Shares in whole at any time and from time to time, and in part at any time and from time to time, into a number of Class A Shares equal to the then-applicable liquidation preference divided by the applicable conversion price at such time (the “Conversion Price”). The initial liquidation preference per share of each Series 6 Preference Share is $1,000. The initial Conversion Price is $5.00 per Series 6 Preference Share, subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters, including weighted average anti-dilution protection for certain issuances of equity or equity-linked securities.
The Series 6 Preference Shares’ liquidation preference accretes at 8.0% per annum, compounded quarterly until the five-year anniversary of the Series 6 Issue Date. During the nine months ended September 30, 2019, the Series 6 Preference Shares accreted at a monthly rate of $6.83, for total accretion of $2,216, bringing the aggregate liquidation preference to $52,217 as of September 30, 2019. The accretion is considered in the calculation of net loss attributable to MDC Partners Inc. common shareholders. See Note 3 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding the Series 6 Preference Shares.
Holders of the Series 6 Preference Shares are entitled to dividends in an amount equal to any dividends that would otherwise have been payable on the Class A Shares issued upon conversion of the Series 6 Preference Shares. The Series 6 Preference Shares are convertible at the Company’s option (i) on and after the two-year anniversary of the Series 6 Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least 125% of the Conversion Price or (ii) after the fifth anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least equal to the Conversion Price.
Following certain change in control transactions of the Company in which holders of Series 6 Preference Shares are not entitled to receive cash or qualifying listed securities with a value at least equal to the liquidation preference plus accrued and unpaid dividends, (i) holders will be entitled to cash dividends on the liquidation preference at an increasing rate (beginning at 7%), and (ii) the Company will have a right to redeem the Series 6 Preference Shares for cash at the greater of their liquidation preference plus accrued and unpaid dividends or their as-converted value.

Effective March 18, 2019, the Company’s Board appointed Mark Penn as the Chief Executive Officer and as a director of the Board. Mr. Penn is manager of Stagwell. Effective April 18, 2019, Mr. Penn was also appointed as Chairman of the Board.

Series 4 Convertible Preference Shares
On March 7, 2017 (the “Series 4 Issue Date”), the Company issued 95,000 newly created Preference Shares (“Series 4 Preference Shares”) to affiliates of The Goldman Sachs Group, Inc. (collectively, the “Purchaser”) pursuant to a $95,000 private placement. The Company received proceeds of approximately $90,123, net of fees and estimated expenses, which were primarily used to pay down existing debt under the Company’s credit facility and for general corporate purposes. In connection with the closing of the transaction, the Company increased the size of its Board and appointed one nominee designated by the Purchaser. Except as required by law, the Series 4 Preference Shares do not have voting rights and are not redeemable at the option of the Purchaser.
Subsequent to the ninetieth day following the Series 4 Issue Date, the holders of the Series 4 Preference Shares have the right to convert their Series 4 Preference Shares in whole at any time and from time to time and in part at any time and from time to time into a number of Class A Shares equal to the then-applicable liquidation preference divided by the applicable conversion price at such time (the “Conversion Price”). The initial liquidation preference per share of each Series 4 Preference Share is $1,000.

19

The Conversion Price of a Series 4 Preference Share is subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters, including weighted average anti-dilution protection for certain issuances of equity or equity-linked securities. In connection with the anti-dilution protection provision triggered by the issuance of equity securities to Stagwell Holdings, the Conversion Price per Series 4 Preference Share was reduced to $7.42 from the initial Conversion Price of $10.00.
The Series 4 Preference Shares’ liquidation preference accretes at 8.0% per annum, compounded quarterly until the five-year anniversary of the Series 4 Issue Date. During the nine months ended September 30, 2019, the Series 4 Preference Shares accreted at a monthly rate of approximately $8.01 per Series 4 Preference Share, for total accretion of $6,715, bringing the aggregate liquidation preference to $116,422 as of September 30, 2019. The accretion is considered in the calculation of net income (loss) attributable to MDC Partners Inc. common shareholders. See Note 3 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding the Series 4 Preference Shares.
Holders of the Series 4 Preference Shares are entitled to dividends in an amount equal to any dividends that would otherwise have been payable on the Class A Shares issued upon conversion of the Series 4 Preference Shares. The Series 4 Preference Shares are convertible at the Company’s option (i) on and after the two-year anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least 125% of the Conversion Price or (ii) after the fifth anniversary of the Series 4 Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least equal to the Conversion Price.
Following certain change in control transactions of the Company in which holders of Series 4 Preference Shares are not entitled to receive cash or qualifying listed securities with a value at least equal to the liquidation preference plus accrued and unpaid dividends, (i) holders will be entitled to cash dividends on the liquidation preference at an increasing rate (beginning at 7%), and (ii) the Company will have a right to redeem the Series 4 Preference Shares for cash at the greater of their liquidation preference plus accrued and unpaid dividends or their as-converted value.
Class A Common Shares (“Class A Shares”)
These are an unlimited number of subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B Shares, convertible at the option of the holder into one Class B Share for each Class A Share after the occurrence of certain events related to an offer to purchase all Class B shares. There were 72,142,668 (including the Class A Shares issued to Stagwell) and 57,517,568 Class A Shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.
Class B Common Shares (“Class B Shares”)
These are an unlimited number of voting shares, carrying twenty votes each, convertible at any time at the option of the holder into one Class A share for each Class B share. There were 3,749 and 3,755 Class B Shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.

9. Noncontrolling and Redeemable Noncontrolling Interests
When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as noncontrolling interests in the equity section of the Company’s Unaudited Condensed Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the amounts recorded in the Company’s Unaudited Condensed Consolidated Balance Sheets.

20

Noncontrolling Interests
Changes in amounts due to noncontrolling interest holders included in accruals and other liabilities on the Unaudited Condensed Consolidated Balance Sheets for the year ended December 31, 2018 and nine months ended September 30, 2019 were as follows:
 
Noncontrolling
Interests
Balance, December 31, 2017
$
11,030

Income attributable to noncontrolling interests
11,785

Distributions made
(13,419
)
Other (1)
(118
)
Balance, December 31, 2018
$
9,278

Income attributable to noncontrolling interests
10,737

Distributions made
(9,982
)
Other (1)
(36
)
Balance, September 30, 2019
$
9,997

(1) 
Other consists of cumulative translation adjustments.
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and nine months ended September 30, 2019 and 2018 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net income (loss) attributable to MDC Partners Inc.
$
(1,752
)
 
$
(16,125
)
 
$
2,425

 
$
(42,135
)
Transfers from the noncontrolling interest:
 
 
 
 
 
 
 
Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of redeemable noncontrolling interests and noncontrolling interests
(648
)
 
4,975

 
(745
)
 
3,809

Net transfers from noncontrolling interests
$
(648
)
 
$
4,975

 
$
(745
)
 
$
3,809

Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests
$
(2,400
)
 
$
(11,150
)
 
$
1,680

 
$
(38,326
)
Redeemable Noncontrolling Interests
The following table presents changes in redeemable noncontrolling interests:
 
Nine Months Ended September 30, 2019
 
Year Ended December 31, 2018
Beginning Balance
$
51,546

 
$
62,886

Redemptions
(9,486
)
 
(11,943
)
Granted
—

 
—

Changes in redemption value
(3,306
)
 
1,067

Currency translation adjustments
(190
)
 
(464
)
Other (1)
2,955

 
—

Ending Balance
$
41,519

 
$
51,546

(1) Other primarily consists of the redeemable noncontrolling interest balance related to a foreign entity that was classified as held for sale as of December 31, 2018 and reclassified in 2019. See Note 4 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information.
The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2019 to 2024. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

21

The redeemable noncontrolling interest of $41,519 as of September 30, 2019, consists of $19,193 assuming that the subsidiaries perform over the relevant future periods at their discounted cash flows earnings level and such rights are exercised, $19,106 upon termination of such owner’s employment with the applicable subsidiary or death and $3,220 representing the initial redemption value (required floor) recorded for certain acquisitions in excess of the amount the Company would have to pay should the Company acquire the remaining ownership interests for such subsidiaries.
These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. For the nine months ended September 30, 2019 and 2018, there was no related impact on the Company’s loss per share calculation.  

10. Fair Value Measurements
A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below: 
•
Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
•
Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
•
Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
Financial Liabilities that are not Measured at Fair Value on a Recurring Basis
The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018:
 
September 30, 2019

December 31, 2018
 
Carrying
Amount

Fair Value

Carrying
Amount

Fair Value
Liabilities:
 


 


 


 

6.50% Senior Notes due 2024
$
900,000

 
$
823,500

 
$
900,000

 
$
834,750

Our long-term debt includes fixed rate debt. The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy.
Financial Liabilities Measured at Fair Value on a Recurring Basis
Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent upon future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and, in some cases, the currency exchange rate as of the date of payment (Level 3). See Note 5 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for additional information regarding contingent deferred acquisition consideration.
At September 30, 2019 and December 31, 2018, the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.
Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill and intangible assets (a Level 3 fair value assessment) and right-of-use lease assets (Level 2 fair value assessment). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. The Company did not recognize an impairment of goodwill or intangible assets in the three and nine months ended September 30, 2019 as compared to an impairment of goodwill, intangible assets, and other assets of $21.0 million and $23.3 million in the three and nine months ended September 30, 2018 respectively. See Note 11 of the Notes to the Unaudited Condensed Consolidated Financial Statements for information related to the measurement of the fair value of goodwill and the impairment. In addition, the Company recognized an impairment charge of $1.9 million to reduce the carrying value of a right-of-use lease asset and related leasehold i

22

mprovements in the three months ended September 30, 2019. See Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information.

11. Supplemental Information
Accounts Payable, Accruals and Other Liabilities
At September 30, 2019 and December 31, 2018, accruals and other liabilities included accrued media of $163,777 and $180,586, respectively; and also included amounts due to noncontrolling interest holders for their share of profits. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for additional information regarding noncontrolling interest holders share of profits.
Goodwill and Indefinite Lived Intangibles
Goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually as of October 1st of each year, or more frequently if indicators of potential impairment exist. For goodwill, impairment is assessed at the reporting unit level. Goodwill balances as of each of September 30, 2019 and December 31, 2018, were $740,955.

Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods.
Income tax expense for the three months ended September 30, 2019 was $3,457 (on income of $8,907 resulting in an effective tax rate of 38.8%) compared to an expense of $2,986 (on loss of $10,981 resulting in an effective tax rate of 27.2%) for the three months ended September 30, 2018.
Income tax expense for the nine months ended September 30, 2019 was $6,292 (on income of $19,102 resulting in an effective tax rate of 32.9%) compared to a benefit of $3,367 (on a loss of $39,960 resulting in an effective tax rate of 8.4%) for the nine months ended September 30, 2018.
The income tax expense and benefit for the three and nine months of 2018, respectively, were impacted by impairments and non-deductible stock compensation for which a tax benefit was not recognized.

12. Segment Information
The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.
Due to changes in the composition of certain businesses 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:
•
Doner, previously within the Global Integrated Agencies reportable segment is now included within the Domestic Creative Agencies reportable segment.
•
HL Group Partners, previously within the Specialist Communications reportable segment, and Redscout, previously within the All Other category, are now included in the Yes & Company operating segment. The Yes & Company operating segment previously within the Media Services reportable segment is now included within the Domestic Creative Agencies reportable segment.
•
Attention, previously within the Forsman & Bodenfors operating segment, has operationally merged into MDC Media Partners, which is included within the Media Services reportable segment.
•
Varick Media, previously within the Yes & Company operating segment, is now included within MDC Media Partners, which is included within the Media Services reportable segment.
The four reportable segments that result from applying the aggregation criteria are as follows: “Global Integrated Agencies”; “Domestic Creative Agencies”; “Specialist Communications”; and “Media Services.” In addition, the Company combines and discloses those operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate

23

expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes to the Unaudited Condensed Consolidated Financial Statements included herein and Note 2 of the Company’s Form 10-K for the year ended December 31, 2018.
•
The Global Integrated Agencies reportable segment is comprised of the Company’s four global, integrated operating segments (72andSunny, Anomaly, Crispin Porter + Bogusky, and Forsman & Bodenfors) serving multinational clients around the world. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of global clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments compete with each other for new business and from time to time have business move between them. The Company believes the historic and expected average long-term profitability is similar among the operating segments aggregated in the Global Integrated Agencies reportable segment.
The operating segments within the Global Integrated Agencies reportable segment provides a range of different services for its clients, including strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television broadcast).
•
The Domestic Creative Agencies reportable segment is comprised of seven operating segments that are primarily national advertising agencies (Colle McVoy, Doner, Laird + Partners, Mono Advertising, Union, Yamamoto, and Yes & Company) leveraging creative capabilities at their core. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of domestic client accounts and the methods used to provide services; and (iii) the extent to which they may be impacted by domestic economic and policy factors within North America. In addition, these operating segments compete with each other for new business and from time to time have business move between them. The Company believes the historic and expected average long-term profitability is similar among the operating segments aggregated in the Domestic Creative Agencies reportable segment.
The operating segments within the Domestic Creative Agencies reportable segment provide similar services as the Global Integrated Agencies.

•
The Specialist Communications reportable segment is comprised of four operating segments that are each communications agencies (Allison & Partners, Hunter, KWT Global, and Veritas) with core service offerings in public relations and related communications services. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of client accounts and the methods used to provide services; (iii) the extent to which they may be impacted by domestic economic and policy factors within North America; and (iv) the regulatory environment regarding public relations and social media. In addition, these operating segments compete with each other for new business and from time to time have business move between them. The Company believes the historic and expected average long-term profitability is similar among the operating segments aggregated in the Specialist Communications reportable segment.
The operating segments within the Specialist Communications reportable segment provide public relations and communications services including strategy, editorial, crisis support or issues management, media training, influencer engagement, and events management.

•
The Media Services reportable segment is comprised of a single operating segment known as MDC Media Partners. MDC Media Partners, which operates primarily in North America, performs media buying and planning as its core competency across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast).
•
All Other consists of the Company’s remaining operating segments that provide a range of diverse marketing communication services, but generally do not have similar services offerings or financial characteristics as those aggregated in the reportable segments. The All Other category includes 6Degrees Communications, Concentric Partners, Gale Partners, Kenna, Kingsdale (through the date of sale on March 8, 2019), Instrument, Relevent, Team, Vitro, and Y Media Labs. The nature of the specialist services provided by these operating segments vary among each other and from those operating segments aggregated into the reportable segments. This results in these operating segments having current and long-term performance expectations inconsistent with those operating segments aggregated in the reportable segments. The operating segments within All Other provide a range of diverse marketing communication services, including application and website design and development, data and analytics, experiential marketing, customer research management, creative services, and branding.
•
Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees,

24

including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue:
 
 
 
 
 
 
 
Global Integrated Agencies
$
145,890

 
$
157,308

 
$
429,977

 
$
444,995

Domestic Creative Agencies
57,593

 
59,151

 
176,711

 
183,504

Specialist Communications
42,101

 
38,838

 
128,224

 
117,966

Media Services
21,222

 
29,593

 
75,815

 
90,948

All Other
76,101

 
90,940

 
223,101

 
245,128

Total
$
342,907

 
$
375,830

 
$
1,033,828

 
$
1,082,541

 
 
 
 
 
 
 
 
Segment operating income (loss):
 
 
 
 
 
 
 
Global Integrated Agencies
$
21,036

 
$
23,486

 
$
45,527

 
$
28,247

Domestic Creative Agencies
7,216

 
(14,031
)
 
22,533

 
(6,887
)
Specialist Communications
5,129

 
3,703

 
18,889

 
13,646

Media Services
(1,677
)
 
850

 
(3,630
)
 
(78
)
All Other
6,828

 
6,634

 
15,790

 
29,065

Corporate
(9,111
)
 
(18,024
)
 
(30,565
)
 
(45,236
)
Total
$
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

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
)




25

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Depreciation and amortization:
 
 
 
 
 
 
 
Global Integrated Agencies
$
4,009

 
$
4,553

 
$
12,511

 
$
16,705

Domestic Creative Agencies
1,213

 
1,266

 
3,708

 
3,793

Specialist Communications
644

 
1,100

 
1,909

 
3,059

Media Services
755

 
675

 
2,531

 
1,995

All Other
2,555

 
3,341

 
7,580

 
9,077

Corporate
192

 
199

 
630

 
583

Total
$
9,368

 
$
11,134

 
$
28,869

 
$
35,212

 
 
 
 
 
 
 
 
Stock-based compensation:
 
 
 
 
 
 
 
Global Integrated Agencies
$
4,673

 
$
3,241

 
$
9,672

 
$
8,176

Domestic Creative Agencies
352

 
550

 
1,338

 
2,056

Specialist Communications
45

 
52

 
123

 
291

Media Services
5

 
102

 
(11
)
 
251

All Other
118

 
677

 
1,058

 
2,019

Corporate
833

 
1,620

 
452

 
4,089

Total
$
6,026

 
$
6,242

 
$
12,632

 
$
16,882

 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
Global Integrated Agencies
$
3,470

 
$
1,927

 
$
6,704

 
$
6,581

Domestic Creative Agencies
694

 
967

 
1,757

 
2,440

Specialist Communications
198

 
732

 
680

 
3,176

Media Services
(2
)
 
385

 
165

 
699

All Other
1,492

 
1,500

 
4,450

 
2,271

Corporate
11

 
32

 
30

 
65

Total
$
5,863

 
$
5,543

 
$
13,786

 
$
15,232


The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.
See Note 2 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for a summary of the Company’s revenue by geographic region for three and nine months ended September 30, 2019 and 2018.

13. Commitments, Contingencies, and Guarantees
Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.
Deferred Acquisition Consideration and Options to Purchase. See Notes 5 and 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for information regarding potential payments associated with deferred acquisition consideration and the acquisition of noncontrolling shareholders’ ownership interest in subsidiaries.
Natural Disasters. Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the three and nine months ended September 30, 2019 and 2018, these operations did not incur any material costs related to damages resulting from hurricanes.
Guarantees. Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically

26

extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.
Commitments.  At September 30, 2019, the Company had $4,744 of undrawn letters of credit.

14. New Accounting Pronouncements
Adopted In The Current Reporting Period
Effective January 1, 2019, the Company adopted ASC 842. As a result, comparative prior periods have not been adjusted and continue to be reported under FASB ASC Topic 840, Leases. With the adoption of ASC 842, the Company has elected to apply the package of practical expedients: (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. Additionally, the Company elected the practical expedient to not separate non-lease components from lease components for all operating leases.
The adoption of ASC 842 had a material impact on the Company’s Unaudited Condensed Consolidated Balance Sheets, resulting in the recognition, on January 1, 2019, of a lease liability of $299,243 which represents the present value of the remaining lease payments, and a right-of-use lease asset of $254,245 which represents the lease liability, offset by adjustments as appropriate under ASC 842. The adoption of ASC 842 did not have a material impact on the Company’s other Unaudited Condensed Consolidated Financial Statements.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise indicated, references to the “Company” or “MDC” mean MDC Partners Inc. and its subsidiaries, and references to a “fiscal year” means the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2019 means the period beginning January 1, 2019, and ending December 31, 2019).
The Company reports its financial results in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”). In addition, the Company has included certain non-U.S. GAAP financial measures and ratios, which it believes provide useful supplemental information to both management and readers of this report in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by U.S. GAAP and should not be construed as an alternative to other titled measures determined in accordance with U.S. GAAP.
Two such non-U.S. GAAP measures are “organic revenue growth” or “organic revenue decline” that 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 the prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of in the current period. The organic revenue growth (decline) component reflects the constant currency impact (a) of 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. The Company believes that isolating the impact of acquisition activity and foreign currency impacts is an important and informative component to understand the overall change in the Company’s consolidated revenue. The change in the consolidated revenue that remains after these adjustments illustrates the underlying financial performance of the Company’s businesses. Specifically, it represents the impact of the Company’s management oversight, investments and resources dedicated to supporting the businesses’ growth strategy and operations. In addition, it reflects the network benefit of inclusion in the broader portfolio of firms that includes, but is not limited to, cross-selling and sharing of best practices. This approach isolates changes in performance of the business that take place under the Company’s stewardship, whether favorable or unfavorable, and thereby reflects the potential benefits and risks associated with owning and managing a talent-driven services business.
Accordingly, during the first twelve months of ownership by the Company, the organic growth measure may credit the Company with growth from an acquired business that is dependent on work performed prior to the acquisition date, and may include the impact of prior work in progress, existing contracts and backlog of the acquired businesses. It is the presumption of the Company that positive developments that may have taken place at an acquired business during the period preceding the acquisition will continue to result in value creation in the post-acquisition period.

27
Table of Contents

While the Company believes that the methodology used in the calculation of organic revenue change is entirely consistent with our closest U.S. competitors, the calculations may not be comparable to similarly titled measures presented by other publicly traded companies in other industries. Additional information regarding the Company’s acquisition activity as it relates to potential revenue growth is provided in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Certain Factors Affecting our Business.”
The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2019 and 2018 and the financial condition of the Company as of September 30, 2019. This analysis should be read in conjunction with the interim Unaudited Condensed Consolidated Financial Statements presented in this interim report and the annual audited consolidated financial statements and Management’s Discussion and Analysis presented in the Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report on Form 10-K”). All amounts are in dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.
The percentage changes included in the tables herein Item 2 that are not considered meaningful are presented as “NM”.
Executive Summary
MDC conducts its business through its network of Partner Firms, the “Advertising and Communications Group,” who provide a comprehensive array of marketing and communications services for clients both domestically and globally. The Company’s objective is to create shareholder value by building, growing and acquiring market-leading Partner Firms that deliver innovative, value-added marketing, activation, communications and strategic consulting to their clients. Management believes that shareholder value is maximized with an operating philosophy of “Perpetual Partnership” with proven committed industry leaders in marketing communications.
MDC manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenues, operating expenses and capital expenditures. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth by client industry vertical, (iii) growth from existing clients and the addition of new clients, (iv) growth by primary discipline, (v) growth from currency changes, and (vi) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our Partner Firms. These indicators may include a Partner Firm’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the Partner Firm’s next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.
As discussed in Note 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein, the Company aggregates operating segments that meet the aggregation criteria detailed in ASC 280 into one of the four reportable segments and combines and discloses those operating segments that do not meet the aggregation criteria in the All Other category. Due to changes in the composition of certain businesses 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. See Note 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for a description of each of our reportable segments and All Other category and further information regarding the reclassification of certain businesses between segments.
In addition, MDC reports its corporate office expenses incurred in connection with the strategic resources provided to the Partner Firms, as well as certain other centrally managed expenses that are not fully allocated to the operating segments as Corporate. Corporate provides client and business development support to the Partner Firms as well as certain strategic resources, including accounting, administrative, financial, real estate, human resource and legal functions. Additional expenses managed by the corporate office that are directly related to the Partner Firms are allocated to the appropriate reportable segment and the All Other category.
Certain Factors Affecting Our Business
See the Executive Summary section of Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for information regarding certain factors affecting our business.



28
Table of Contents

Results of Operations:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenue:
(Dollars in Thousands)
Global Integrated Agencies
$
145,890

 
$
157,308

 
$
429,977

 
$
444,995

Domestic Creative Agencies
57,593

 
59,151

 
176,711

 
183,504

Specialist Communications
42,101

 
38,838

 
128,224

 
117,966

Media Services
21,222

 
29,593

 
75,815

 
90,948

All Other
76,101

 
90,940

 
223,101

 
245,128

Total
$
342,907

 
$
375,830

 
$
1,033,828

 
$
1,082,541

 
 
 
 
 
 
 
 
Segment operating income (loss):
 
 
 
 
 
 
 
Global Integrated Agencies
$
21,036

 
$
23,486

 
$
45,527

 
$
28,247

Domestic Creative Agencies
7,216

 
(14,031
)
 
22,533

 
(6,887
)
Specialist Communications
5,129

 
3,703

 
18,889

 
13,646

Media Services
(1,677
)
 
850

 
(3,630
)
 
(78
)
All Other
6,828

 
6,634

 
15,790

 
29,065

Corporate
(9,111
)
 
(18,024
)
 
(30,565
)
 
(45,236
)
Total
$
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

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
)



29
Table of Contents


 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Depreciation and amortization:
(Dollars in Thousands)
Global Integrated Agencies
$
4,009

 
$
4,553

 
$
12,511

 
$
16,705

Domestic Creative Agencies
1,213

 
1,266

 
3,708

 
3,793

Specialist Communications
644

 
1,100

 
1,909

 
3,059

Media Services
755

 
675

 
2,531

 
1,995

All Other
2,555

 
3,341

 
7,580

 
9,077

Corporate
192

 
199

 
630

 
583

Total
$
9,368

 
$
11,134

 
$
28,869

 
$
35,212

 
 
 
 
 
 
 
 
Stock-based compensation:
 
 
 
 
 
 
 
Global Integrated Agencies
$
4,673

 
$
3,241

 
$
9,672

 
$
8,176

Domestic Creative Agencies
352

 
550

 
1,338

 
2,056

Specialist Communications
45

 
52

 
123

 
291

Media Services
5

 
102

 
(11
)
 
251

All Other
118

 
677

 
1,058

 
2,019

Corporate
833

 
1,620

 
452

 
4,089

Total
$
6,026

 
$
6,242

 
$
12,632

 
$
16,882

 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
Global Integrated Agencies
$
3,470

 
$
1,927

 
$
6,704

 
$
6,581

Domestic Creative Agencies
694

 
967

 
1,757

 
2,440

Specialist Communications
198

 
732

 
680

 
3,176

Media Services
(2
)
 
385

 
165

 
699

All Other
1,492

 
1,500

 
4,450

 
2,271

Corporate
11

 
32

 
30

 
65

Total
$
5,863

 
$
5,543

 
$
13,786

 
$
15,232



30
Table of Contents


THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2018

Consolidated Results of Operations

Revenues
Revenue was $342.9 million for the three months ended September 30, 2019 compared to revenue of $375.8 million for the three months ended September 30, 2018. See the Advertising and Communications Group section below for a discussion regarding consolidated revenues for the three months ended September 30, 2019 compared to the three months ended September 30, 2018.
Operating Income
Operating income for the three months ended September 30, 2019 was $29.4 million, compared to $2.6 million for the three months ended September 30, 2018, representing an increase of $26.8 million. The increase was primarily driven by an impairment charge and severance expense recognized in the prior year quarter. For the three months ended September 30, 2018, the Advertising and Communications Group recognized a $21.0 million impairment pertaining to goodwill within the Domestic Creative Agencies reportable segment and a trademark within the Global Integrated Agencies reportable segment, as well as severance expense and other restructuring costs of $7.7 million at Corporate.
Other, Net
Other, net, for the three months ended September 30, 2019 was a loss of $0.4 million compared to income of $0.2 million for the three months ended September 30, 2018.
Foreign Exchange Gain (Loss)
The foreign exchange loss for the three months ended September 30, 2019 was $4.0 million compared to a gain of $3.3 million for the three months ended September 30, 2018. The change in the foreign exchange impact was primarily attributable to the weakening of the Canadian dollar against the U.S. dollar. The change primarily related to U.S. dollar denominated indebtedness that is an obligation of our Canadian parent company.
Interest Expense and Finance Charges, Net
Interest expense and finance charges, net, for the three months ended September 30, 2019 was $16.1 million compared to $17.1 million for the three months ended September 30, 2018, representing a decrease of $1.0 million, primarily driven by a decline in the average amounts outstanding under the Company’s revolving credit facility.
Income Tax Expense (Benefit)
Income tax expense for the three months ended September 30, 2019 was $3.5 million (on income of $8.9 million resulting in an effective tax rate of 38.8%) compared to an expense of $3.0 million (on loss of $11.0 million resulting in an effective tax rate of 27.1%) for the three months ended September 30, 2018.  Income tax expense for the three months ended September 30, 2018, was impacted by impairments and non-deductible stock compensation for which a tax benefit was not recognized.
Equity in Earnings (Losses) of Non-Consolidated Affiliates
Equity in earnings (losses) of non-consolidated affiliates represents the income or losses attributable to equity method investments. Income recorded for the three months ended September 30, 2019 was $0.1 million compared to income of $0.3 million for the three months ended September 30, 2018.
Noncontrolling Interests
The effect of noncontrolling interests for the three months ended September 30, 2019 was $7.3 million compared to $2.5 million for the three months ended September 30, 2018.

Net Loss Attributable to MDC Partners Inc. Common Shareholders
As a result of the foregoing and the impact of accretion on and net income allocated to convertible preference shares, net loss attributable to MDC Partners Inc. common shareholders for the three months ended September 30, 2019 was $5.1 million, or $0.07 diluted loss per share, compared to net loss attributable to MDC Partners Inc. common shareholders of $18.2 million, or $0.32 diluted loss per share, for the three months ended September 30, 2018.

31
Table of Contents

Advertising and Communications Group
The following discussion provides additional detailed disclosure for each of the Company’s four (4) reportable segments, and the “All Other” category, within the Advertising and Communications Group.
The components of the fluctuations in revenues for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 are as follows:
 
Total
 
United States
 
Canada
 
Other
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
(Dollars in Thousands)
September 30, 2018
$
375,830

 
 
 
$
296,544

 
 
 
$
32,132

 
 
 
$
47,154

 
 
Components of revenue change:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange impact
(2,358
)
 
(0.6
)%
 
—

 
—
 %
 
(345
)
 
(1.1
)%
 
(2,014
)
 
(4.3
)%
Non-GAAP acquisitions (dispositions), net
(2,438
)
 
(0.6
)%
 
290

 
0.1
 %
 
(3,628
)
 
(11.3
)%
 
900

 
1.9
 %
Organic revenue decline
(28,127
)
 
(7.5
)%
 
(25,163
)
 
(8.5
)%
 
(2,264
)
 
(7.0
)%
 
(699
)
 
(1.5
)%
Total Change
$
(32,923
)
 
(8.8
)%
 
$
(24,873
)
 
(8.4
)%
 
$
(6,237
)
 
(19.4
)%
 
$
(1,813
)
 
(3.8
)%
September 30, 2019
$
342,907

 
 
 
$
271,671

 
 
 
$
25,895

 
 
 
$
45,341

 
 
Revenue was $342.9 million for the three months ended September 30, 2019 compared to revenue of $375.8 million for the three months ended September 30, 2018, representing a decline of $32.9 million.

The negative foreign exchange impact of $2.4 million, or 0.6%, was attributable to the fluctuation of the U.S. dollar against the Canadian dollar, Swedish Króna, Euro and British Pound.
The Company also utilizes non-GAAP metrics called organic revenue decline and non-GAAP acquisitions (dispositions), net, as defined above. For the three months ended September 30, 2019, organic revenue declined by $28.1 million, or 7.5%, of which primarily all pertained to Partner Firms the Company has owned throughout each of the comparable periods presented. The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients. Additionally, the change in revenue was primarily driven by a decline in categories including healthcare, food and beverage, other and automotive, partially offset by growth in transportation and travel/lodging and technology.
The table below provides a reconciliation between the revenue in the Advertising and Communications Group from acquired/disposed businesses in the statement of operations to non-GAAP acquisitions (dispositions), net for the three months ended September 30, 2019:
 
Specialist Communications
 
All Other
 
Total
 
(Dollars in Thousands)
GAAP revenue from 2018 and 2019 acquisitions
$
2,456

 
$
—

 
$
2,456

Foreign exchange impact
9

 
461

 
470

Contribution to non-GAAP organic revenue decline
78

—

(2,263
)
—

(2,185
)
Prior year revenue from dispositions
—

 
(3,179
)
 
(3,179
)
Non-GAAP acquisitions (dispositions), net
$
2,543

 
$
(4,981
)
 
$
(2,438
)

The geographic mix in revenues for the three months ended September 30, 2019 and 2018 is as follows:
 
2019
 
2018
United States
79.2
%
 
79.0
%
Canada
7.6
%
 
8.5
%
Other
13.2
%
 
12.5
%

32
Table of Contents

The change in expenses and operating profit as a percentage of revenue in the Advertising and Communications Group for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Advertising and Communications Group
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue:
 
$
342,907

 
 
 
$
375,830

 
 
 
$
(32,923
)
 
(8.8
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
222,448

 
64.9
%
 
238,690

 
63.5
%
 
(16,242
)
 
(6.8
)%
Office and general expenses
 
70,807

 
20.6
%
 
84,555

 
22.5
%
 
(13,748
)
 
(16.3
)%
Depreciation and amortization
 
9,176

 
2.7
%
 
10,935

 
2.9
%
 
(1,759
)
 
(16.1
)%
Goodwill and other asset impairment charge
 
1,944

 
0.6
%
 
21,008

 
5.6
%
 
(19,064
)
 
(90.7
)%
 
 
$
304,375

 
88.8
%
 
$
355,188

 
94.5
%
 
$
(50,813
)
 
(14.3
)%
Operating profit
 
$
38,532

 
11.2
%
 
$
20,642

 
5.5
%
 
$
17,890

 
86.7
 %
The increase in operating profit was attributable to lower operating expenses, as outlined below, partially offset by a decline in revenue.

The change in the categories of expenses as a percentage of revenue in the Advertising and Communications Group for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Advertising and Communications Group
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
51,152

 
14.9
%
 
$
51,774

 
13.8
%
 
$
(622
)
 
(1.2
)%
Staff costs (2)
 
190,810

 
55.6
%
 
209,409

 
55.7
%
 
(18,599
)
 
(8.9
)%
Administrative
 
44,157

 
12.9
%
 
46,437

 
12.4
%
 
(2,280
)
 
(4.9
)%
Deferred acquisition consideration
 
1,943

 
0.6
%
 
11,003

 
2.9
%
 
(9,060
)
 
(82.3
)%
Stock-based compensation
 
5,193

 
1.5
%
 
4,622

 
1.2
%
 
571

 
12.4
 %
Depreciation and amortization
 
9,176

 
2.7
%
 
10,935

 
2.9
%
 
(1,759
)
 
(16.1
)%
Goodwill and other asset impairment charge
 
1,944

 
0.6
%
 
21,008

 
5.6
%
 
(19,064
)
 
(90.7
)%
Total operating expenses
 
$
304,375

 
88.8
%
 
$
355,188

 
94.5
%
 
$
(50,813
)
 
(14.3
)%

(1)Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decrease in staff costs was primarily attributable to staffing reductions at Partner Firms in connection with the decline in revenue and cost savings initiatives.
The decrease in administrative costs was attributable to a decline in various costs in connection with cost savings initiatives.
Deferred acquisition consideration change for the three months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
For the three months ended September 30, 2019, an impairment charge of $1.9 million was recognized to reduce the carrying value of a right-of-use lease asset and related leasehold improvements within the Global Integrated Agencies segment.
For the three months ended September 30, 2018, an impairment charge of $21.0 million was recognized pertaining to goodwill within the Domestic Creative Agencies reportable segment and a trademark within the Global Integrated Agencies reportable segment.

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Table of Contents

Global Integrated Agencies
The change in expenses and operating profit as a percentage of revenue in the Global Integrated Agencies reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Global Integrated Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue:
 
$
145,890

 
 
 
$
157,308

 
 
 
$
(11,418
)
 
(7.3
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
89,708

 
61.5
%
 
89,408

 
56.8
%
 
300

 
0.3
 %
Office and general expenses
 
29,193

 
20.0
%
 
36,681

 
23.3
%
 
(7,488
)
 
(20.4
)%
Depreciation and amortization
 
4,009

 
2.7
%
 
4,553

 
2.9
%
 
(544
)
 
(11.9
)%
Other asset impairment
 
1,944

 
1.3
%
 
3,180

 
2.0
%
 
(1,236
)
 
(38.9
)%
 
 
$
124,854

 
85.6
%
 
$
133,822

 
85.1
%
 
$
(8,968
)
 
(6.7
)%
Operating profit
 
$
21,036

 
14.4
%
 
$
23,486

 
14.9
%
 
$
(2,450
)
 
(10.4
)%
The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.
The decline in operating profit was primarily attributable to lower revenue, partially offset by a decline in operating expenses, as outlined below.
The change in the categories of expenses as a percentage of revenue in the Global Integrated Agencies reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Global Integrated Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
13,269

 
9.1
 %
 
$
5,310

 
3.4
%
 
$
7,959

 
NM

Staff costs (2)
 
81,688

 
56.0
 %
 
91,026

 
57.9
%
 
(9,338
)
 
(10.3
)%
Administrative
 
19,744

 
13.5
 %
 
22,559

 
14.3
%
 
(2,815
)
 
(12.5
)%
Deferred acquisition consideration
 
(473
)
 
(0.3
)%
 
3,953

 
2.5
%
 
(4,426
)
 
NM

Stock-based compensation
 
4,673

 
3.2
 %
 
3,241

 
2.1
%
 
1,432

 
44.2
 %
Depreciation and amortization
 
4,009

 
2.7
 %
 
4,553

 
2.9
%
 
(544
)
 
(11.9
)%
Other asset impairment
 
1,944

 
1.3
 %
 
3,180

 
2.0
%
 
(1,236
)
 
(38.9
)%
Total operating expenses
 
$
124,854

 
85.6
 %
 
$
133,822

 
85.1
%
 
$
(8,968
)
 
(6.7
)%
(1)Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
Direct costs were higher, inclusive of higher billable costs for client arrangements accounted for as principal.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms in connection with the decline in revenue and cost savings initiatives.
Deferred acquisition consideration change for the three months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
For the three months ended September 30, 2019, an impairment charge of $1.9 million was recognized to reduce the carrying value of a right-of-use lease asset and related leasehold improvements.
For three months ended September 30, 2018, an impairment charge of $3.2 million was recognized to reduce the carrying value of a trademark.

34
Table of Contents

Domestic Creative Agencies
The change in expenses and operating profit as a percentage of revenue in the Domestic Creative Agencies reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Domestic Creative Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
57,593

 
 
 
$
59,151

 
 
 
$
(1,558
)
 
(2.6
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
35,420

 
61.5
%
 
42,115

 
71.2
 %
 
(6,695
)
 
(15.9
)%
Office and general expenses
 
13,744

 
23.9
%
 
11,973

 
20.2
 %
 
1,771

 
14.8
 %
Depreciation and amortization
 
1,213

 
2.1
%
 
1,266

 
2.1
 %
 
(53
)
 
(4.2
)%
Goodwill impairment
 
—

 
—
%
 
17,828

 
30.1
 %
 
(17,828
)
 
(100.0
)%
 
 
$
50,377

 
87.5
%
 
$
73,182

 
123.7
 %
 
$
(22,805
)
 
(31.2
)%
Operating profit (loss)
 
$
7,216

 
12.5
%
 
$
(14,031
)
 
(23.7
)%
 
$
21,247

 
NM

The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.
The change in operating profit was primarily attributable to declining operating expenses driven by goodwill impairment in 2018, as outlined below.
The change in the categories of expenses as a percentage of revenue in the Domestic Creative Agencies reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Domestic Creative Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
5,148

 
8.9
%
 
$
8,166

 
13.8
 %
 
$
(3,018
)
 
(37.0
)%
Staff costs (2)
 
35,448

 
61.5
%
 
39,105

 
66.1
 %
 
(3,657
)
 
(9.4
)%
Administrative
 
7,538

 
13.1
%
 
7,190

 
12.2
 %
 
348

 
4.8
 %
Deferred acquisition consideration
 
678

 
1.2
%
 
(923
)
 
(1.6
)%
 
1,601

 
NM

Stock-based compensation
 
352

 
0.6
%
 
550

 
0.9
 %
 
(198
)
 
(36.0
)%
Depreciation and amortization
 
1,213

 
2.1
%
 
1,266

 
2.1
 %
 
(53
)
 
(4.2
)%
Goodwill impairment
 
—

 
—
%
 
17,828

 
30.1
 %
 
(17,828
)
 
(100.0
)%
Total operating expenses
 
$
50,377

 
87.5
%
 
$
73,182

 
123.7
 %
 
$
(22,805
)
 
(31.2
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decline in direct costs was attributable to lower revenues.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms in connection with the decline in revenue and cost savings initiatives.
Deferred acquisition consideration change for the three months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
For the three months ended September 30, 2018, an impairment charge of $17.8 million was recognized to reduce the carrying value of goodwill.

35


Specialist Communications
The change in expenses and operating profit as a percentage of revenue in the Specialist Communications reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Specialist Communications
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
42,101

 
 
 
$
38,838

 
 
 
$
3,263

 
8.4
 %
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
27,466

 
65.2
%
 
25,756

 
66.3
%
 
1,710

 
6.6
 %
Office and general expenses
 
8,862

 
21.0
%
 
8,279

 
21.3
%
 
583

 
7.0
 %
Depreciation and amortization
 
644

 
1.5
%
 
1,100

 
2.8
%
 
(456
)
 
(41.5
)%
 
 
$
36,972

 
87.8
%
 
$
35,135

 
90.5
%
 
$
1,837

 
5.2
 %
Operating profit
 
$
5,129

 
12.2
%
 
$
3,703

 
9.5
%
 
$
1,426

 
38.5
 %
The increase in revenue was primarily due to client wins at certain Partner firms as well as a contribution of $1.2 million from an acquired Partner Firm.
The increase in operating profit was attributable to higher revenue, partially offset by higher operating expenses, as outlined below.
The change in the categories of expenses as a percentage of revenue in the Specialist Communications reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Specialist Communications
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
9,229

 
21.9
%
 
$
8,866

 
22.8
%
 
$
363

 
4.1
 %
Staff costs (2)
 
20,396

 
48.4
%
 
18,729

 
48.2
%
 
1,667

 
8.9
 %
Administrative
 
5,191

 
12.3
%
 
4,936

 
12.7
%
 
255

 
5.2
 %
Deferred acquisition consideration
 
1,467

 
3.5
%
 
1,452

 
3.7
%
 
15

 
1.0
 %
Stock-based compensation
 
45

 
0.1
%
 
52

 
0.1
%
 
(7
)
 
(13.5
)%
Depreciation and amortization
 
644

 
1.5
%
 
1,100

 
2.8
%
 
(456
)
 
(41.5
)%
Total operating expenses
 
$
36,972

 
87.8
%
 
$
35,135

 
90.5
%
 
$
1,837

 
5.2
 %
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The increase in direct costs was attributable to higher revenues.
The increase in staff costs was primarily attributable to contributions from an acquired Partner Firm and higher costs to support the growth of certain Partner Firms.

Media Services
The change in expenses and operating loss as a percentage of revenue in the Media Services reportable segment for the three months ended September 30, 2019 and 2018 was as follows:

36

 
 
2019
 
2018
 
Change
Media Services
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
21,222

 
 
 
$
29,593

 
 
 
$
(8,371
)
 
(28.3
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
16,176

 
76.2
 %
 
20,406

 
69.0
%
 
(4,230
)
 
(20.7
)%
Office and general expenses
 
5,968

 
28.1
 %
 
7,662

 
25.9
%
 
(1,694
)
 
(22.1
)%
Depreciation and amortization
 
755

 
3.6
 %
 
675

 
2.3
%
 
80

 
11.9
 %
 
 
$
22,899

 
107.9
 %
 
$
28,743

 
97.1
%
 
$
(5,844
)
 
(20.3
)%
Operating loss
 
$
(1,677
)
 
(7.9
)%
 
$
850

 
2.9
%
 
$
(2,527
)
 
NM

The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.
The change in operating loss was attributable to a decline in revenue, partially offset by lower operating expenses, as outlined below.
The change in the categories of expenses as a percentage of revenue in the Media Services reportable segment for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Media Services
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
4,697

 
22.1
%
 
$
7,047

 
23.8
 %
 
$
(2,350
)
 
(33.3
)%
Staff costs (2)
 
13,348

 
62.9
%
 
16,352

 
55.3
 %
 
(3,004
)
 
(18.4
)%
Administrative
 
4,092

 
19.3
%
 
4,594

 
15.5
 %
 
(502
)
 
(10.9
)%
Deferred acquisition consideration
 
2

 
—
%
 
(27
)
 
(0.1
)%
 
29

 
NM

Stock-based compensation
 
5

 
—
%
 
102

 
0.3
 %
 
(97
)
 
(95.1
)%
Depreciation and amortization
 
755

 
3.6
%
 
675

 
2.3
 %
 
80

 
11.9
 %
Total operating expenses
 
$
22,899

 
107.9
%
 
$
28,743

 
97.1
 %
 
$
(5,844
)
 
(20.3
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decline in direct costs was attributable to lower revenues.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms in connection with the decline in revenue and cost savings initiatives.
The decrease in administrative costs was attributable to a decline in various costs in connection with cost savings initiatives.



37

All Other
The change in expenses and operating profit as a percentage of revenue in the All Other category for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
All Other
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
76,101

 
 
 
$
90,940

 
 
 
$
(14,839
)
 
(16.3
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
53,678

 
70.5
%
 
61,005

 
67.1
%
 
(7,327
)
 
(12.0
)%
Office and general expenses
 
13,040

 
17.1
%
 
19,960

 
21.9
%
 
(6,920
)
 
(34.7
)%
Depreciation and amortization
 
2,555

 
3.4
%
 
3,341

 
3.7
%
 
(786
)
 
(23.5
)%
 
 
$
69,273

 
91.0
%
 
$
84,306

 
92.7
%
 
$
(15,033
)
 
(17.8
)%
Operating profit
 
$
6,828

 
9.0
%
 
$
6,634

 
7.3
%
 
$
194

 
2.9
 %
The decline in revenue was attributable to client losses, a reduction in spending by certain clients and a disposition of a Partner Firm with an impact of $3.6 million, partially offset by new client wins and higher spending by other clients.
The increase in operating profit was attributable to lower operating expenses, as outlined below, partially offset by a decline in revenue.
The change in the categories of expenses as a percentage of revenue in the All Other category for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
All Other
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
18,809

 
24.7
%
 
$
22,385

 
24.6
%
 
$
(3,576
)
 
(16.0
)%
Staff costs (2)
 
39,930

 
52.5
%
 
44,197

 
48.6
%
 
(4,267
)
 
(9.7
)%
Administrative
 
7,592

 
10.0
%
 
7,158

 
7.9
%
 
434

 
6.1
 %
Deferred acquisition consideration
 
269

 
0.4
%
 
6,548

 
7.2
%
 
(6,279
)
 
(95.9
)%
Stock-based compensation
 
118

 
0.2
%
 
677

 
0.7
%
 
(559
)
 
(82.6
)%
Depreciation and amortization
 
2,555

 
3.4
%
 
3,341

 
3.7
%
 
(786
)
 
(23.5
)%
Total operating expenses
 
$
69,273

 
91.0
%
 
$
84,306

 
92.7
%
 
$
(15,033
)
 
(17.8
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decline in direct costs was attributable to lower revenues.
The decrease in staff costs was primarily attributable to staffing reductions at certain Partner Firms in connection with the decline in revenues and cost savings initiatives. In addition, staff costs included a positive benefit from the disposition of a Partner Firm.
Deferred acquisition consideration change for the three months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.

38

Corporate
The change in operating expenses for Corporate for the three months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Variance
Corporate
 
$
 
$
 
$
 
%
 
 
(Dollars in Thousands)
Staff costs (1)
 
$
5,772

 
$
12,888

 
$
(7,116
)
 
(55.2
)%
Administrative
 
2,314

 
3,317

 
(1,003
)
 
(30.2
)%
Stock-based compensation
 
833

 
1,620

 
(787
)
 
(48.6
)%
Depreciation and amortization
 
192

 
199

 
(7
)
 
(3.5
)%
Total operating expenses
 
$
9,111

 
$
18,024

 
$
(8,913
)
 
(49.5
)%
(1) 
Excludes stock-based compensation.
The decline in Corporate operating expenses was primarily attributable to lower staff costs, due to a decline in severance expense of $6.6 million and a reduction in staff and administrative costs, due to lower professional fees and occupancy costs.

NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2018

Consolidated Results of Operations

Revenues
Revenue was $1.03 billion for the nine months ended September 30, 2019 compared to revenue of $1.08 billion for the nine months ended September 30, 2018. See the Advertising and Communications Group section below for a discussion regarding consolidated revenues for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.
Operating Income
Operating income for the nine months ended September 30, 2019 was $68.5 million compared to $18.8 million for the nine months ended September 30, 2018, representing a change of $49.7 million. The change was primarily driven by an increase in operating income in the Advertising and Communications Group of $35.1 million, as a decline in revenue was more than offset by lower operating expenses, primarily related to a goodwill impairment in 2018. Additionally, Corporate operating expenses decreased by $14.7 million, primarily related to lower compensation expense, stock-based compensation and professional fees as well as an asset impairment in 2018.
Other, Net
Other, net, for the nine months ended September 30, 2019 was a loss of $4.6 million compared to income of $1.2 million for the nine months ended September 30, 2018, primarily driven by a loss on the sale of Kingsdale in 2019.
Foreign Exchange Transaction Gain (Loss)
The foreign exchange gain for the nine months ended September 30, 2019 was $4.4 million compared to a loss of $9.9 million for the nine months ended September 30, 2018. The change in foreign exchange was primarily attributable to the strengthening of the Canadian dollar against the U.S. dollar. The change primarily related to U.S. dollar denominated indebtedness that is an obligation of our Canadian parent company.
Interest Expense and Finance Charges, Net
Interest expense and finance charges, net, for the nine months ended September 30, 2019 was $49.3 million compared to $50.0 million for the nine months ended September 30, 2018, representing a decrease of $0.7 million.
Income Tax Expense (Benefit)
Income tax expense for the nine months ended September 30, 2019 was $6.3 million (on income of $19.1 million resulting in an effective tax rate of 32.9%) compared to a benefit of $3.4 million (on a loss of $40.0 million resulting in an effective tax rate of 8.4%) for the nine months ended September 30, 2018. The income tax benefit for the nine months ended September 30, 2018, was impacted by impairments and non-deductible stock compensation for which a tax benefit was not recognized.


39

Equity in Earnings (Losses) of Non-Consolidated Affiliates
Equity in earnings (losses) of non-consolidated affiliates represents the income or losses attributable to equity method investments. The Company recorded $0.4 million of income for both the nine months ended September 30, 2019 and the nine months ended September 30, 2018.
Noncontrolling Interests
The effect of noncontrolling interests for the nine months ended September 30, 2019 was $10.7 million compared to $5.9 million for the nine months ended September 30, 2018.

Net Loss Attributable to MDC Partners Inc. Common Shareholders
As a result of the foregoing and the impact of accretion on and net income allocated to convertible preference shares, net loss attributable to MDC Partners Inc. common shareholders for the nine months ended September 30, 2019 was $6.5 million, or $0.10 diluted loss per share, compared to net loss attributable to MDC Partners Inc. common shareholders of $48.3 million, or $0.85 diluted income per share, for the nine months ended September 30, 2018.
Advertising and Communications Group
The following discussion provides additional detailed disclosure for each of the Company’s four (4) reportable segments, plus the “All Other” category, within the Advertising and Communications Group.
The components of the fluctuations in revenues for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 are as follows:
 
Total
 
United States
 
Canada
 
Other
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
(Dollars in Thousands)
September 30, 2018
$
1,082,541

 
 
 
$
848,336

 
 
 
$
91,597

 
 
 
$
142,608

 
 
Components of revenue change:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange impact
(11,673
)
 
(1.1
)%
 
—

 
—
 %
 
(2,719
)
 
(3.0
)%
 
(8,954
)
 
(6.3
)%
Non-GAAP acquisitions (dispositions), net
3,197

 
0.3
 %
 
11,524

 
1.4
 %
 
(10,909
)
 
(11.9
)%
 
2,582

 
1.8
 %
Organic revenue growth (decline)
(40,237
)
 
(3.7
)%
 
(40,513
)
 
(4.8
)%
 
(5,132
)
 
(5.6
)%
 
5,408

 
3.8
 %
Total Change
$
(48,713
)
 
(4.5
)%
 
$
(28,989
)
 
(3.4
)%
 
$
(18,760
)
 
(20.5
)%
 
$
(964
)
 
(0.7
)%
September 30, 2019
$
1,033,828

 
 
 
$
819,347

 
 
 
$
72,837

 
 
 
$
141,644

 
 
Revenue for the Advertising and Communications Group was $1.03 billion for the nine months ended September 30, 2019 compared to revenue of $1.08 billion for the nine months ended September 30, 2018, representing a decrease of $48.7 million, or 4.5%.
The negative foreign exchange impact of $11.7 million, or 1.1%, was attributable to the fluctuation of the U.S. dollar against the Canadian dollar, Swedish Króna, Euro and British Pound.
The Company also utilizes non-GAAP metrics called organic revenue growth (decline) and non-GAAP acquisitions (dispositions), net, as defined above. For the nine months ended September 30, 2019, organic revenue decreased by $40.2 million or 3.7%, of which $46.9 million, or 4.3% pertained to Partner Firms the Company has owned throughout each of the comparable periods presented, offset by growth of $6.6 million, or 0.6%, generated from acquired Partner Firms. The decline in revenue from existing Partner Firms was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients. Additionally, the change in revenue was driven by a decline in categories including healthcare, food and beverage and automotive, partially offset by growth in transportation and travel/lodging and technology.

40

The table below provides a reconciliation between the revenue in the Advertising and Communications Group from acquired/disposed businesses in the statement of operations to non-GAAP acquisitions (dispositions), net for the nine months ended September 30, 2019:
 
Specialist Communications
 
All Other
 
Total
 
(Dollars in Thousands)
GAAP revenue from 2018 and 2019 acquisitions
$
3,872

 
$
16,486

 
$
20,358

Foreign exchange impact
9

 
461

 
470

Contribution to non-GAAP organic revenue growth
(566
)
—

(6,067
)
—

(6,633
)
Prior year revenue from dispositions
—

 
(10,998
)
 
(10,998
)
Non-GAAP acquisitions (dispositions), net
$
3,315

 
$
(118
)
 
$
3,197

The geographic mix in revenues for the nine months ended September 30, 2019 and 2018 is as follows:
 
2019
 
2018
United States
79.3
%
 
78.4
%
Canada
7.0
%
 
8.5
%
Other
13.7
%
 
13.1
%
The change in expenses and operating profit as a percentage of revenue in the Advertising and Communications Group for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Advertising and Communications Group
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
1,033,828

 
 
 
$
1,082,541

 
 
 
$
(48,713
)
 
(4.5
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
700,351

 
67.7
%
 
735,110

 
67.9
%
 
(34,759
)
 
(4.7
)%
Office and general expenses
 
204,185

 
19.8
%
 
227,801

 
21.0
%
 
(23,616
)
 
(10.4
)%
Depreciation and amortization
 
28,239

 
2.7
%
 
34,629

 
3.2
%
 
(6,390
)
 
(18.5
)%
Goodwill and other asset impairment charge
 
1,944

 
0.2
%
 
21,008

 
1.9
%
 
(19,064
)
 
(90.7
)%
 
 
$
934,719

 
90.4
%
 
$
1,018,548

 
94.1
%
 
$
(83,829
)
 
(8.2
)%
Operating profit
 
$
99,109

 
9.6
%
 
$
63,993

 
5.9
%
 
$
35,116

 
54.9
 %

The change in operating profit was attributable to a decline in revenue, more than offset by lower operating expenses, as outlined below.

41

The change in the categories of expenses as a percentage of revenue in the Advertising and Communications Group for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Advertising and Communications Group
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
167,645

 
16.2
 %
 
$
152,877

 
14.1
%
 
$
14,768

 
9.7
 %
Staff costs (2)
 
596,810

 
57.7
 %
 
647,063

 
59.8
%
 
(50,253
)
 
(7.8
)%
Administrative
 
131,528

 
12.7
 %
 
141,656

 
13.1
%
 
(10,128
)
 
(7.1
)%
Deferred acquisition consideration
 
(3,627
)
 
(0.4
)%
 
8,522

 
0.8
%
 
(12,149
)
 
NM

Stock-based compensation
 
12,180

 
1.2
 %
 
12,793

 
1.2
%
 
(613
)
 
(4.8
)%
Depreciation and amortization
 
28,239

 
2.7
 %
 
34,629

 
3.2
%
 
(6,390
)
 
(18.5
)%
Goodwill and other asset impairment charge
 
1,944

 
0.2
 %
 
21,008

 
1.9
%
 
(19,064
)
 
(90.7
)%
Total operating expenses
 
$
934,719

 
90.4
 %
 
$
1,018,548

 
94.1
%
 
$
(83,829
)
 
(8.2
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
Direct costs were higher, inclusive of higher billable costs for client arrangements accounted for as principal.
The decrease in staff costs was primarily attributable to staffing reductions at Partner Firms in connection with the decline in revenues and cost savings initiatives.
The decrease in administrative costs was driven by lower spending in connection with savings initiatives.
Deferred acquisition consideration change for the nine months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
For the nine months ended September 30, 2019, an impairment charge of $1.9 million was recognized to reduce the carrying value of a right-of-use lease asset and related leasehold improvements within the Global Integrated Agencies segment.
For the nine months ended September 30, 2018, an impairment charge of $21.0 million was recognized pertaining to goodwill within the Domestic Creative Agencies reportable segment and a trademark within the Global Integrated Agencies reportable segment.
Global Integrated Agencies
The change in expenses and operating profit as a percentage of revenue in the Global Integrated Agencies reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Global Integrated Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
429,977

 
 
 
$
444,995

 
 
 
$
(15,018
)
 
(3.4
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
284,214

 
66.1
%
 
297,403

 
66.8
%
 
(13,189
)
 
(4.4
)%
Office and general expenses
 
85,781

 
20.0
%
 
99,460

 
22.4
%
 
(13,679
)
 
(13.8
)%
Depreciation and amortization
 
12,511

 
2.9
%
 
16,705

 
3.8
%
 
(4,194
)
 
(25.1
)%
Other asset impairment
 
1,944

 
0.5
%
 
3,180

 
0.7
%
 
(1,236
)
 
(38.9
)%
 
 
$
384,450

 
89.4
%
 
$
416,748

 
93.7
%
 
$
(32,298
)
 
(7.8
)%
Operating profit
 
$
45,527

 
10.6
%
 
$
28,247

 
6.3
%
 
$
17,280

 
61.2
 %
Revenue was lower by $8.4 million, or 1.9%, due to a negative foreign exchange impact and by $6.6 million, or 1.5%, driven by client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.

42

The increase in operating profit was primarily attributable to lower operating expenses, as outlined below, partially offset by a decline in revenue.
The change in the categories of expenses as a percentage of revenue in the Global Integrated Agencies reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Global Integrated Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
43,550

 
10.1
 %
 
$
23,048

 
5.2
%
 
$
20,502

 
89.0
 %
Staff costs (2)
 
262,288

 
61.0
 %
 
295,491

 
66.4
%
 
(33,203
)
 
(11.2
)%
Administrative
 
58,112

 
13.5
 %
 
67,369

 
15.1
%
 
(9,257
)
 
(13.7
)%
Deferred acquisition consideration
 
(3,627
)
 
(0.8
)%
 
2,779

 
0.6
%
 
(6,406
)
 
NM

Stock-based compensation
 
9,672

 
2.2
 %
 
8,176

 
1.8
%
 
1,496

 
18.3
 %
Depreciation and amortization
 
12,511

 
2.9
 %
 
16,705

 
3.8
%
 
(4,194
)
 
(25.1
)%
Other asset impairment
 
1,944

 
0.5
 %
 
3,180

 
0.7
%
 
(1,236
)
 
(38.9
)%
Total operating expenses
 
$
384,450

 
89.4
 %
 
$
416,748

 
93.7
%
 
$
(32,298
)
 
(7.8
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
Direct costs were higher, inclusive of higher billable costs for client arrangements accounted for as principal.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms in connection with the decline in revenue and cost savings initiatives.
The decrease in administrative costs was driven by lower spending in connection with savings initiatives.
Deferred acquisition consideration change for the nine months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
For the nine months ended September 30, 2019, an impairment charge of $1.9 million was recognized to reduce the carrying value of a right-of-use lease asset and related leasehold improvements.
For the nine months ended September 30, 2018, an impairment charge of $3.2 million was recognized to reduce the carrying value of a trademark.
Domestic Creative Agencies
The change in expenses and operating profit as a percentage of revenue in the Domestic Creative Agencies reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Domestic Creative Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
176,711

 
 
 
$
183,504

 
 
 
$
(6,793
)
 
(3.7
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
112,453

 
63.6
%
 
127,403

 
69.4
 %
 
(14,950
)
 
(11.7
)%
Office and general expenses
 
38,017

 
21.5
%
 
41,367

 
22.5
 %
 
(3,350
)
 
(8.1
)%
Depreciation and amortization
 
3,708

 
2.1
%
 
3,793

 
2.1
 %
 
(85
)
 
(2.2
)%
Goodwill impairment
 
—

 
—
%
 
17,828

 
9.7
 %
 
(17,828
)
 
(100.0
)%
 
 
$
154,178

 
87.2
%
 
$
190,391

 
103.8
 %
 
$
(36,213
)
 
(19.0
)%
Operating profit (loss)
 
$
22,533

 
12.8
%
 
$
(6,887
)
 
(3.8
)%
 
$
29,420

 
NM

The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.

43


The change in operating profit was primarily attributable to lower operating expenses, as outlined below, partially offset by the decline in revenue.
The change in the categories of expenses as a percentage of revenue in the Domestic Creative Agencies reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Domestic Creative Agencies
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
20,139

 
11.4
 %
 
$
21,855

 
11.9
%
 
$
(1,716
)
 
(7.9
)%
Staff costs (2)
 
107,214

 
60.7
 %
 
120,563

 
65.7
%
 
(13,349
)
 
(11.1
)%
Administrative
 
21,870

 
12.4
 %
 
23,757

 
12.9
%
 
(1,887
)
 
(7.9
)%
Deferred acquisition consideration
 
(91
)
 
(0.1
)%
 
539

 
0.3
%
 
(630
)
 
NM

Stock-based compensation
 
1,338

 
0.8
 %
 
2,056

 
1.1
%
 
(718
)
 
(34.9
)%
Depreciation and amortization
 
3,708

 
2.1
 %
 
3,793

 
2.1
%
 
(85
)
 
(2.2
)%
Goodwill impairment
 
—

 
—
 %
 
17,828

 
9.7
%
 
(17,828
)
 
(100.0
)%
Total operating expenses
 
$
154,178

 
87.2
 %
 
$
190,391

 
103.8
%
 
$
(36,213
)
 
(19.0
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decrease in direct costs was attributable to lower revenues.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms in connection with the decline in revenue and cost savings initiatives.
The decrease in administrative costs was driven by lower spending in connection with savings initiatives.
For the nine months ended September 30, 2018, an impairment charge of $17.8 million was recognized to reduce the carrying value of goodwill.

Specialist Communications
The change in expenses and operating profit as a percentage of revenue in the Specialist Communications reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Specialist Communications
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
128,224

 
 
 
$
117,966

 
 
 
$
10,258

 
8.7
 %
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
85,452

 
66.6
%
 
78,111

 
66.2
%
 
7,341

 
9.4
 %
Office and general expenses
 
21,974

 
17.1
%
 
23,150

 
19.6
%
 
(1,176
)
 
(5.1
)%
Depreciation and amortization
 
1,909

 
1.5
%
 
3,059

 
2.6
%
 
(1,150
)
 
(37.6
)%
 
 
$
109,335

 
85.3
%
 
$
104,320

 
88.4
%
 
$
5,015

 
4.8
 %
Operating profit
 
$
18,889

 
14.7
%
 
$
13,646

 
11.6
%
 
$
5,243

 
38.4
 %
The increase in revenue is primarily due to client wins at certain Partner firms as well as a contribution of $3.3 million from an acquired Partner Firm.
The increase in operating profit was primarily attributable to higher revenue, partially offset by an increase in operating expenses, as outlined below.

44

The change in the categories of expenses as a percentage of revenue in the Specialist Communications reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Specialist Communications
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
30,071

 
23.5
%
 
$
27,316

 
23.2
%
 
$
2,755

 
10.1
 %
Staff costs (2)
 
61,543

 
48.0
%
 
56,461

 
47.9
%
 
5,082

 
9.0
 %
Administrative
 
15,271

 
11.9
%
 
14,977

 
12.7
%
 
294

 
2.0
 %
Deferred acquisition consideration
 
418

 
0.3
%
 
2,216

 
1.9
%
 
(1,798
)
 
(81.1
)%
Stock-based compensation
 
123

 
0.1
%
 
291

 
0.2
%
 
(168
)
 
(57.7
)%
Depreciation and amortization
 
1,909

 
1.5
%
 
3,059

 
2.6
%
 
(1,150
)
 
(37.6
)%
Total operating expenses
 
$
109,335

 
85.3
%
 
$
104,320

 
88.4
%
 
$
5,015

 
4.8
 %
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The increase in direct costs was attributable to the growth in revenue.

The increase in staff costs was primarily attributable to contributions from an acquired Partner Firm, and higher costs to support the growth of certain Partner Firms.

Deferred acquisition consideration change for the nine months ended September 30, 2019 was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.

Media Services
The change in expenses and operating loss as a percentage of revenue in the Media Services reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
Media Services
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
75,815

 
 
 
$
90,948

 
 
 
$
(15,133
)
 
(16.6
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
58,278

 
76.9
 %
 
65,557

 
72.1
 %
 
(7,279
)
 
(11.1
)%
Office and general expenses
 
18,636

 
24.6
 %
 
23,474

 
25.8
 %
 
(4,838
)
 
(20.6
)%
Depreciation and amortization
 
2,531

 
3.3
 %
 
1,995

 
2.2
 %
 
536

 
26.9
 %
 
 
$
79,445

 
104.8
 %
 
$
91,026

 
100.1
 %
 
$
(11,581
)
 
(12.7
)%
Operating loss
 
$
(3,630
)
 
(4.8
)%
 
$
(78
)
 
(0.1
)%
 
$
(3,552
)
 
NM

The decline in revenue was attributable to client losses and a reduction in spending by certain clients, partially offset by new client wins and higher spending by other clients.
The change in operating loss was primarily attributable to a decline in revenue, partially offset by lower operating expenses, as outlined below.
The change in the categories of expenses as a percentage of revenue in the Media Services reportable segment for the nine months ended September 30, 2019 and 2018 was as follows:

45

 
 
2019
 
2018
 
Change
Media Services
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
21,902

 
28.9
 %
 
$
21,954

 
24.1
%
 
$
(52
)
 
(0.2
)%
Staff costs (2)
 
41,647

 
54.9
 %
 
52,484

 
57.7
%
 
(10,837
)
 
(20.6
)%
Administrative
 
13,301

 
17.5
 %
 
14,198

 
15.6
%
 
(897
)
 
(6.3
)%
Deferred acquisition consideration
 
75

 
0.1
 %
 
144

 
0.2
%
 
(69
)
 
(47.9
)%
Stock-based compensation
 
(11
)
 
—
 %
 
251

 
0.3
%
 
(262
)
 
NM

Depreciation and amortization
 
2,531

 
3.3
 %
 
1,995

 
2.2
%
 
536

 
26.9
 %
Total operating expenses
 
$
79,445

 
104.8
 %
 
$
91,026

 
100.1
%
 
$
(11,581
)
 
(12.7
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decrease in staff costs was attributable to staffing reductions at certain Partner Firms.
 
All Other
The change in expenses and operating profit as a percentage of revenue in the All Other category for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
All Other
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Revenue
 
$
223,101

 
 
 
$
245,128

 
 
 
$
(22,027
)
 
(9.0
)%
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services sold
 
159,954

 
71.7
%
 
166,636

 
68.0
%
 
(6,682
)
 
(4.0
)%
Office and general expenses
 
39,777

 
17.8
%
 
40,350

 
16.5
%
 
(573
)
 
(1.4
)%
Depreciation and amortization
 
7,580

 
3.4
%
 
9,077

 
3.7
%
 
(1,497
)
 
(16.5
)%
 
 
$
207,311

 
92.9
%
 
$
216,063

 
88.1
%
 
$
(8,752
)
 
(4.1
)%
Operating profit
 
$
15,790

 
7.1
%
 
$
29,065

 
11.9
%
 
$
(13,275
)
 
(45.7
)%
The change in revenue was primarily attributable to revenue contributions of $11.3 million, or 4.6% from acquired Partner Firms, partially offset by a negative revenue impact of $11.5 million or 4.7% from the disposition of a Partner firm, a decline from existing Partner Firms of $20.4 million, or 8.3%, and negative foreign exchange impact of $1.5 million, or 0.6%.

46

The change in the categories of expenses as a percentage of revenue in the All Other category for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Change
All Other
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
 
 
(Dollars in Thousands)
Direct costs (1)
 
$
51,983

 
23.3
 %
 
$
58,704

 
23.9
%
 
$
(6,721
)
 
(11.4
)%
Staff costs (2)
 
124,118

 
55.6
 %
 
122,064

 
49.8
%
 
2,054

 
1.7
 %
Administrative
 
22,974

 
10.3
 %
 
21,355

 
8.7
%
 
1,619

 
7.6
 %
Deferred acquisition consideration
 
(402
)
 
(0.2
)%
 
2,844

 
1.2
%
 
(3,246
)
 
NM

Stock-based compensation
 
1,058

 
0.5
 %
 
2,019

 
0.8
%
 
(961
)
 
(47.6
)%
Depreciation and amortization
 
7,580

 
3.4
 %
 
9,077

 
3.7
%
 
(1,497
)
 
(16.5
)%
Total operating expenses
 
$
207,311

 
92.9
 %
 
$
216,063

 
88.1
%
 
$
(8,752
)
 
(4.1
)%
(1) 
Excludes staff costs.
(2) 
Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.
The decrease in direct costs was attributable to lower revenues.
The increase in staff and administrative costs was primarily attributable to contributions from an acquired Partner Firm.
The increase in deferred acquisition consideration was primarily attributable to the aggregate performance of certain Partner Firms in 2019 relative to the previously projected expectations.
Corporate
The change in operating expenses for Corporate for the nine months ended September 30, 2019 and 2018 was as follows:
 
 
2019
 
2018
 
Variance
Corporate
 
$
 
$
 
$
 
%
 
 
(Dollars in Thousands)
Staff costs (1)
 
$
19,623

 
$
24,630

 
$
(5,007
)
 
(20.3
)%
Administrative
 
9,860

 
13,617

 
(3,757
)
 
(27.6
)%
Stock-based compensation
 
452

 
4,089

 
(3,637
)
 
(88.9
)%
Depreciation and amortization
 
630

 
583

 
47

 
8.1
 %
Other asset impairment
 
—

 
2,317

 
(2,317
)
 
(100.0
)%
Total operating expenses
 
$
30,565

 
$
45,236

 
$
(14,671
)
 
(32.4
)%

(1) 
Excludes stock-based compensation.
Staff costs decreased due to a reduction in staffing.

The decrease in administrative costs was primarily related to lower professional fees and various other costs in connection with cost savings initiatives.
Stock-based compensation was lower in the nine months ended September 30, 2019 due to the reversal of expense previously recognized in connection with the forfeiture of a performance-based equity award.


47

Liquidity and Capital Resources:
Liquidity
The following table provides summary information about the Company’s liquidity position:

As of and for the nine months ended September 30, 2019
 
As of and for the nine months ended September 30, 2018
 
As of and for the year ended December 31, 2018
 
(In Thousands, Except for Long-Term Debt to
Shareholders’ Equity Ratio)

Cash and cash equivalents
$
27,280


$
25,056


$
30,873

Working capital deficit
$
(195,211
)

$
(181,724
)

$
(152,682
)
Cash provided by (used in) operating activities
$
(5,840
)
 
$
(31,729
)

$
17,280

Cash provided by (used in) investing activities
$
3,307

 
$
(48,355
)

$
(50,431
)
Cash provided by (used in) financing activities
$
(2,202
)
 
$
59,122


$
21,434

Ratio of long-term debt to shareholders' deficit
-5.14


-5.55


-3.87

The Company intends to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months. The Company has historically been able to maintain and expand its business using cash generated from operating activities, funds available under its Credit Agreement, and other initiatives, such as obtaining additional debt and equity financing. At September 30, 2019, the Company had $8.1 million of borrowings outstanding and $213.4 million available under the Credit Agreement.
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition payments, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 6.50% Senior Notes due 2024. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Company’s Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the foreseeable future. The Company’s ability to make scheduled deferred acquisition payments, principal and interest payments, to refinance indebtedness or to fund planned capital expenditures will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in the Company’s 2018 Annual Report on Form 10-K and in the Company’s other SEC filings.
As market conditions warrant, the Company may from time to time seek to purchase its notes, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing its indebtedness, any purchase made by the Company may be funded with the net proceeds from any asset dispositions or the use of cash on its balance sheet. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.
Working Capital
At September 30, 2019, the Company had a working capital deficit of $195.2 million compared to a deficit of $152.7 million at December 31, 2018. The Company’s working capital is impacted by seasonality in media buying, amounts spent by clients, and timing of amounts received from clients and subsequently paid to suppliers. Media buying is impacted by the timing of certain events, such as major sporting competitions and national holidays, and there can be a quarter to quarter lag between the time amounts received from clients for the media buying are subsequently paid to suppliers. The Company intends to maintain sufficient cash or availability of funds under the Credit Agreement at any particular time to adequately fund working capital should there be a need to do so from time to time.
Cash Flows
Operating Activities
Cash flows used in operating activities for the nine months ended September 30, 2019 was $5.8 million, primarily reflecting unfavorable working capital requirements, driven by media and other supplier payments.
Cash flows used in operating activities for the nine months ended September 30, 2018 was $31.7 million, primarily reflecting unfavorable working capital requirements, driven by media and other supplier payments, deferred acquisition consideration payments as well as net income (loss) adjusted to reconcile to net cash used in operating activities.
Investing Activities
During the nine months ended September 30, 2019, cash flows provided by investing activities was $3.3 million, which primarily consisted of proceeds of $23.1 million from the sale of the Company’s equity interest in Kingsdale, partially offset by $13.8 million of capital expenditures related primarily to computer equipment, furniture and fixtures, and leasehold improvements and $5.8 million paid for acquisitions.

48

During the nine months ended September 30, 2018, cash flows used in investing activities was $48.4 million, primarily consisting of cash paid of $34.3 million for the acquisition of Instrument and capital expenditures related primarily to computer equipment, furniture and fixtures, and leasehold improvements of $15.2 million.
Financing Activities
During the nine months ended September 30, 2019, cash flows used in financing activities was $2.2 million, primarily driven by $98.6 million in proceeds, net of fees, from the issuance of common and preferred shares, more than offset by $60.1 million in net repayments under the Credit Agreement, $30.2 million in deferred acquisition consideration payments and $10.0 million in distribution payments.
During the nine months ended September 30, 2018, cash flows provided by financing activities was $59.1 million, primarily driven by $103.0 million in net borrowings under the Credit Agreement and $32.2 million of acquisition related payments.
Total Debt
Debt, net of debt issuance costs, as of September 30, 2019 was $895.4 million as compared to $954.1 million outstanding at December 31, 2018. The decrease of $58.7 million in debt was primarily a result of the Company’s net repayments on the Credit Agreement. See Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for information regarding the Company’s $900 million aggregate principal amount of its senior unsecured notes due 2024 and $250 million senior secured revolving credit agreement due May 3, 2021 (the “Credit Agreement”).
The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.
If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the Credit Agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.
Pursuant to the Credit Agreement, the Company must comply with certain financial covenants including, among other things, covenants for (i) senior leverage ratio, (ii) total leverage ratio, (iii) fixed charges ratio, and (iv) minimum earnings before interest, taxes and depreciation and amortization, in each case as such term is specifically defined in the Credit Agreement. For the period ended September 30, 2019, the Company’s calculation of each of these covenants, and the specific requirements under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:
 
September 30, 2019
Total Senior Leverage Ratio
0.003

Maximum per covenant
2.00

 
 

Total Leverage Ratio
5.04

Maximum per covenant
6.25

 
 

Fixed Charges Ratio
2.41

Minimum per covenant
1.00

 
 

Earnings before interest, taxes, depreciation and amortization (in millions)
$
178,920

Minimum per covenant (in millions)
$
105,000

These ratios and measures are not based on generally accepted accounting principles and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.


49

Commitments, Contingencies, and Guarantees
The Company’s agencies enter into contractual commitments with media providers and agreements with production companies on behalf of its clients at levels that exceed the revenue from services. Some of our agencies purchase media for clients and act as an agent for a disclosed principal. These commitments are included in accounts payable when the media services are delivered by the media providers. MDC takes precautions against default on payment for these services and has historically had a very low incidence of default. MDC is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.
Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments, and to a lesser extent, contingent and fixed retention payments tied to continued employment of specific personnel. See Note 5 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding contingent deferred acquisition consideration.
The following table presents the changes in the deferred acquisition consideration by segment for the nine months ended September 30, 2019:
 
September 30, 2019
 
Global Integrated Agencies
 
Domestic Creative Agencies
 
Specialist Communications Agencies
 
Media Services
 
All Other
 
Total
 
(Dollars in Thousands)
Beginning Balance of contingent payments
$
47,880

 
$
3,747

 
$
13,193

 
$
2,689

 
$
15,089

 
$
82,598

Payments
(20,788
)
 
(801
)
 
(3,830
)
 
(2,763
)
 
(2,537
)
 
(30,719
)
Additions - acquisitions and step-up transactions
—

 
—

 
6,344

 
—

 
—

 
6,344

Redemption value adjustments (1)
(3,627
)
 
(91
)
 
418

 
75

 
(402
)
 
(3,627
)
Stock-based compensation
11

 
33

 
—

 
—

 
966

 
1,010

Other
—

 
—

 

 

 
35

 
35

Ending Balance of contingent payments
23,476

 
2,888

 
16,125

 
1

 
13,151

 
55,641

Fixed payments
263

 
286

 
—

 
—

 
—

 
549

 
$
23,739

 
$
3,174

 
$
16,125

 
$
1

 
$
13,151

 
$
56,190


(1) 
Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition payments and stock-based compensation charges relating to acquisition payments that are tied to continued employment.
Deferred acquisition consideration excludes future payments with an estimated fair value of $8.2 million that are contingent upon employment terms as well as financial performance and will be expensed as stock-based compensation over the required retention period. Of this amount, the Company estimates $0.1 million will be paid in the current year and $8.1 million will be paid in one to three years.
When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding redeemable noncontrolling interest.
The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the Credit Agreement (and refinancings thereof), and, if necessary, through the incurrence of additional debt and/or issuance of additional equity. The ultimate amount payable and the incremental operating income in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

50

The following table summarizes the potential timing of the consideration and incremental operating income before depreciation and amortization based on assumptions as described above:
Consideration (4)
 
2019
 
2020
 
2021
 
2022
 
2023 &
Thereafter
 
Total
 
 
 
(Dollars in Thousands)
 
Cash
 
$
4,665

 
$
1,670

 
$
3,852

 
$
2,792

 
$
6,070

 
$
19,049

 
Shares
 
16

 
32

 
48

 
32

 
16

 
$
144

 
 
 
$
4,681

 
$
1,702

 
$
3,900

 
$
2,824

 
$
6,086

 
$
19,193

(1) 
Operating income before depreciation and amortization to be received (2)
 
$
2,005

 
$
79

 
$
1,767

 
$
—

 
$
552

 
$
4.403

 
Cumulative operating income before depreciation and amortization (3)
 
$
2,005

 
$
2,084

 
$
3,851

 
$
3,851

 
$
4,403

 
 
(5) 
(1) 
This amount is in addition to (i) the $19.1 million of options to purchase only exercisable upon termination not within the control of the Company, or death, and (ii) the $3.2 million 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.
(2) 
This financial measure is presented because it is the basis of the calculation used in the underlying agreements relating to the put rights and is based on actual operating results. This amount represents additional amounts to be attributable to MDC Partners Inc., commencing in the year the put is exercised.
(3) 
Cumulative operating income before depreciation and amortization represents the cumulative amounts to be received by the Company.
(4) 
The timing of consideration to be paid varies by contract and does not necessarily correspond to the date of the exercise of the put.
(5) 
Amounts are not presented as they would not be meaningful due to multiple periods included.

Critical Accounting Policies
See the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for information regarding the Company’s critical accounting policies.

New Accounting Pronouncements
Information regarding new accounting pronouncements can be found in Note 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein.
Risks and Uncertainties
This document contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including, without limitation, statements about the Company’s beliefs and expectations, 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;

51

•
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 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 risk factors outlined in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2019 and accessible on the SEC’s website at www.sec.gov., under the caption “Risk Factors,” and in the Company’s other SEC filings.
Website Access to Company Reports and Information
MDC Partners Inc.’s Internet website address is www.mdc-partners.com. The Company’s Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC.  The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this quarterly report on Form 10-Q. From time to time, the Company may use its website as a channel of distribution of material company information.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.
Debt Instruments:  At September 30, 2019, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and the Senior Notes. The Senior Notes bear a fixed 6.50% interest rate. The Credit Agreement bears interest at variable rates based upon the Eurodollar rate, U.S. bank prime rate and U.S. base rate, at the Company’s option. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication. Given that there were $8.1 million in borrowings under the Credit Agreement, as of September 30, 2019, a 1.0% increase or decrease in the weighted average interest rate, which was 4.79% at September 30, 2019, would have an interest impact of approximately $0.02 million.
Foreign Exchange:  While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This minimizes the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net earnings. The Company generally does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
The Company is exposed to foreign currency fluctuations relating to its intercompany balances between the U.S. and Canada. For every one cent change in the foreign exchange rate between the U.S. and Canada, the impact to the Company’s financial statements would be approximately $3.5 million.
Impairment Risk: At September 30, 2019, the Company had goodwill of $741.0 million and other intangible assets of $56.7 million. The Company reviews goodwill and other intangible assets with indefinite lives not subject to amortization for impairment annually as of October 1st of each year or more frequently if indicators of potential impairment exist. See the Critical Accounting Policies and Estimates section in the Company’s 2018 Form 10-K for information related to impairment testing and the risk of potential impairment charges in future periods.
Item 4.    Controls and Procedures

52

Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be included in our SEC reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. However, our disclosure controls and procedures are designed to provide reasonable assurances of achieving our control objectives.
We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, CFO and management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15(d)-15(e) of the Exchange Act. Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2019, our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 is appropriate.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


53

PART II. OTHER INFORMATION
 
Item 1.    Legal Proceedings
The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on its financial condition or results of operations.
Item 1A.    Risk Factors
There are no material changes in the risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
For the three months ended September 30, 2019, the Company made no open market purchases of its Class A shares or its Class B shares. Pursuant to its Credit Agreement and the indenture governing the 6.50% Notes, the Company is currently limited from repurchasing its shares in the open market.
For the three months ended September 30, 2019, the Company’s employees surrendered Class A shares in connection with the required tax withholding resulting from the vesting of restricted stock. The Company paid these withholding taxes on behalf of the related employees. These Class A shares were subsequently retired and no longer remain outstanding as of September 30, 2019. The following table details those shares withheld during the third quarter of 2019:
Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Program
 
Maximum Number of Shares That May Yet Be Purchased Under the Program
7/1/2019 - 7/31/2019
 
1,718

 
$
2.44

 
—

 
—

8/1/2019 - 8/31/2019
 
149,411

 
2.31
 
—

 
—

9/1/2019 - 9/30/2019
 
23,150

 
2.71
 
—

 
—

Total
 
174,279

 
$
2.41

 
—

 
—


Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.

54
Table of Contents

Item 5.    Other Information
On November 4, 2019, the Human Resources and Compensation Committee of the Board of Directors of the Company approved grants of long-term cash incentive (“Cash LTIP Awards”) and stock incentive awards (“Stock LTIP Awards” and, together with the Cash LTIP Awards, the “LTIP Awards”) to certain key executives of the Company, including Messrs. Mark Penn (Chief Executive Officer), Frank Lanuto (Chief Financial Officer), and David Ross (Executive Vice President) (the “Officers”) pursuant to the Company’s 2011 Stock Incentive Plan, 2016 Stock Incentive Plan, and 2014 Long-Term Cash Incentive Compensation Plan (the “2014 Cash LTIP Plan” and, collectively with the Company’s 2011 Stock Incentive Plan and the 2016 Stock Incentive Plan, the “Plans”), as applicable. 
The purpose of the Plans and LTIP Awards is to provide key executives of the Company with an incentive to achieve and exceed the long term financial objectives established by the Company; facilitate the achievement of forward-looking long term performance goals by key executives; align the motivations and performance goals of the key executives with the Company’s commercial goals and the interests of the Company’s shareholders; and enable the Company to attract and retain executives who will pursue the long term financial goals established by the Company.
The Cash LTIP Awards provide for a cash payment based on the achievement of certain Company financial goals over a three-year period from 2020 through the end of 2022 and the Officers’ continued employment, subject to limited exceptions, throughout the three-year performance period. Based on the level of achievement of the financial goals, payments under the Cash LTIP Awards can range from 0% to 200% of the target payout amount (the “Target Cash Awards”), subject to a minimum threshold level of achievement.
The Stock LTIP Awards provide for the grant of a target number of shares of restricted Class A stock (the “Target Stock Awards”) which vest based on the achievement of certain Company financial goals during fiscal 2020 and the Officers’ continued employment, subject to limited exceptions, through 2022. Based on the level of achievement of the financial goals during 2020, vesting of the restricted stock can range from 0% to 100% of the target number, subject to a minimum threshold level of achievement.
The Target Cash Awards and Target Stock Awards for each of the Officers are set forth below.
•Mr. Penn’s Target Cash Award is $1,155,000 and his Target Stock Award is 577,500 shares of restricted Class A stock.
•Mr. Lanuto’s Target Cash Award is $198,000 and his Target Stock Award is 99,000 shares of restricted Class A stock.
•Mr. Ross’s Target Cash Award is $400,000 and his Target Stock Award is 200,000 shares of restricted Class A stock.
The form of Cash LTIP award is generally consistent with previously disclosed awards to executive officers pursuant to the 2014 Cash LTIP Plan, except that the performance measures solely relate to achievement of cumulative EBITDA (as defined in the Company’s Credit Agreement) for the period 2020-2022.  The form of Stock LTIP award is generally consistent with previously disclosed awards to executive officers, except that the performance measures solely relate to achievement of EBITDA (as defined in the Company’s Credit Agreement) for the fiscal year 2020. 
The form of Cash LTIP award is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q.  The form of Stock LTIP award is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.  This summary of the LTIP Awards is qualified by reference to the full text of the forms of LTIP Award and the Plans, each of which is incorporated by reference herein.

Item 6.    Exhibits
The exhibits required by this item are listed on the Exhibit Index.

55
Table of Contents

EXHIBIT INDEX
 
Exhibit No.
 
Description
3.1
 
Articles of Amalgamation, dated January 1, 2004 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 10, 2004).
 
Articles of Continuance, dated June 28, 2004 (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed on August 4, 2004).
 
Articles of Amalgamation, dated July 1, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on July 30, 2010).
 
Articles of Amalgamation, dated May 1, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 2, 2011).
 
Articles of Amalgamation, dated January 1, 2013 (incorporated by reference to Exhibit 3.1.4 to the Company’s Form 10-K filed on March 10, 2014).
 
Articles of Amalgamation, dated April 1, 2013 (incorporated by reference to Exhibit 3.1.5 to the Company’s Form 10-K filed on March 10, 2014).
 
Articles of Amalgamation, dated July 1, 2013 (incorporated by reference to Exhibit 3.1.6 to the Company’s Form 10-K filed on March 10, 2014).
 
Articles of Amendment, dated March 7, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 7, 2017).
 
Articles of Amendment, dated March 14, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on March 15, 2019).
3.2
 
General By-law No. 1, as amended on April 29, 2005 (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed on March 16, 2007).
 
Form of Financial Performance-Based Restricted Stock Agreement (2019).*
 
Form of Long-Term Cash Incentive Compensation Plan 2019 Award Agreement.*
 
Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
 
Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
 
Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
Schedule of Advertising and Communications Companies.*
101
 
Interactive data file.*
* Filed electronically herewith.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
MDC PARTNERS INC.
 
/s/ Frank Lanuto
Frank Lanuto
Chief Financial Officer and Authorized Signatory
 
November 6, 2019

56

Exhibit 10.1

FORM OF
FINANCIAL PERFORMANCE-BASED
RESTRICTED STOCK AGREEMENT (2019)


THIS AGREEMENT, made as of [DATE], 2019 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and [NAME] (the “Grantee”).
    
WHEREAS, the Corporation has adopted the [2011/2016] Stock Incentive Plan (as amended, the “Plan”) for the purpose of providing employees of the Corporation and eligible non-employee directors of the Board of Directors a proprietary interest in pursuing the long-term growth, profitability and financial success of the Corporation (except as otherwise expressly set forth herein, capitalized terms used in this Agreement shall have the definitions set forth in the Plan);

WHEREAS, the Human Resources & Compensation Committee (the “Committee”) of the Board of Directors has determined that it is in the best interests of the Corporation to make the award set forth herein, which award will vest upon achievement by the Corporation of the specified financial growth target during the financial performance period of calendar year 2020; and

WHEREAS, pursuant to the Plan, the Committee has determined to grant an Other Stock-Based Award to the Grantee in the form of shares of Class A subordinate voting shares, subject to the terms, conditions and limitations provided herein, including achievement of financial performance targets, and in the Plan (the “Restricted Stock”).

NOW, THEREFORE, the parties hereto agree as follows:

1.     Grant of Restricted Stock.

1.1 The Corporation hereby grants to the Grantee, on the terms and conditions set forth in this Agreement, the number of shares of Restricted Stock set forth under the Grantee’s name on the signature page hereto (the “2019 Restricted Stock Award”).

1.2 The Grantee’s rights with respect to all the shares of Restricted Stock underlying the 2019 Restricted Stock Award shall not vest and will remain forfeitable at all times prior to the earlier of the Vesting Date and a Permitted Acceleration Event (each as defined below). At any time, reference to the 2019 Restricted Stock Award shall be deemed to be a reference to the Restricted Shares granted under Section 1.1 that have neither vested nor been forfeited pursuant to the terms of this Agreement.

1.3 This Agreement shall be construed in accordance with, and subject to, the terms of the Plan (the provisions of which are incorporated herein by reference).

2.     Rights of Grantee.

Except as otherwise provided in this Agreement, the Grantee shall be entitled, at all times on and after the Grant Date, to exercise all rights of a shareholder with respect to the 2019 Restricted Stock Award, including the right to vote the shares of Restricted Stock. Prior to the Vesting Date, the Grantee shall not be entitled to transfer, sell, pledge, hypothecate or assign any portion of the 2019 Restricted Stock Award (collectively, the “Transfer Restrictions”), nor to receive current payment of dividends as per Section 5 below.

3.     Vesting; Lapse of Restrictions.

3.1 The 2019 Restricted Stock Award shall vest, and the Transfer Restrictions shall lapse on December 31, 2022 (the “Vesting Date”), solely to the extent (A) the Corporation achieves the performance thresholds set forth below in Section 3.3, as determined by the Committee on or prior to March 1, 2021 (the date of such determination, the “Determination Date”) with respect to calendar year 2020, and (B) the Grantee continues to serve as an employee of the Corporation through

 
 
 


the Vesting Date (the “Service Condition”); provided, however, that the 2019 Restricted Stock Award shall vest, and the Transfer Restrictions with respect to the 2019 Restricted Stock Award shall lapse, if sooner, on the date of any Permitted Acceleration Event. For the avoidance of doubt, to the extent a Permitted Acceleration Event occurs prior to the Determination Date, 100% of the 2019 Restricted Stock Award shall vest and to the extent a Permitted Acceleration Event occurs on or following the Determination Date, the 2019 Restricted Stock Award shall vest solely to the extent such shares performance vested under Section 3.3 below. “Permitted Acceleration Event” means one of the following: (i) termination of Grantee’s employment by the Corporation without Cause or by the Grantee for Good Reason (solely to the extent Grantee and the Corporation are parties to an employment agreement that defines Good Reason) within one (1) year following the occurrence of a Change in Control; (ii) a Change in Control in a transaction described in Section 10(d) of the Plan in which the Corporation’s Class A Shares are no longer outstanding and publicly traded immediately following any such transaction; or (iii) the Grantee’s death or Disability.

In the event that the Grantee (i) is terminated by the Corporation without Cause (subject to such termination not otherwise being a Permitted Acceleration Event), or (ii) resigns for Good Reason, a number of shares of Restricted Stock under the 2019 Restricted Stock Award shall vest (A) if such termination occurs prior to the Determination Date, on the Determination Date, in an amount equal to the product of (x) the number of shares of Restricted Stock under the 2019 Restricted Stock Award that would otherwise vest in accordance with Section 3.3 hereof, if any, and (y) a fraction, the numerator of which shall be the number of full months of service completed by the Grantee from January 1, 2020 through the termination date, and the denominator of which shall be 36 and (ii) if such termination occurs following the Determination Date, on the termination date, in an amount equal to the product of (x) the number of shares of Restricted Stock under the 2019 Restricted Stock Award that performance vested in accordance with Section 3.3 hereof, if any, and (y) a fraction, the numerator of which shall be the number of full months of service completed by the Grantee from January 1, 2020 through the termination date, and the denominator of which shall be 36.

Any portion of the 2019 Restricted Stock Award that does not and, as a result of the application of Section 3.3 cannot, vest in accordance with Section 3.3 hereof shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation on the Determination Date, and neither the Grantee nor any heirs, executors or successors of the Grantee shall thereafter have any right or interest in such shares of Restricted Stock.

3.2 Upon the earliest of (i) any termination of the Grantee for Cause; (ii) resignation by the Grantee without Good Reason or (iii) the failure by the Corporation to achieve the Minimum EBITDA Threshold, the 2019 Restricted Stock Award shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock.

3.3    The 2019 Restricted Stock Award shall performance vest (but not satisfy the Service Condition) based upon the Corporation’s level of achievement of “EBITDA” (as defined below) during the performance period commencing on January 1, 2020 and ending on December 31, 2020 (the “2020 Performance Period”), as described in this Section 3.3. All determinations required to be made hereunder shall be made by the Committee:

For the 2020 Performance Period, as determined on the Determination Date:
(i)
If the Corporation achieves EBITDA for the 2020 Performance Period in an amount equal to or greater than the EBITDA Target, then 100% of the 2019 Restricted Stock Award shall performance vest on the Vesting Date;
(ii)
If the Corporation achieves EBITDA for the 2020 Performance Period in an amount equal to or greater than 90% of the EBITDA Target (the “Minimum EBITDA Threshold”) but less than 100% of the EBITDA Target, then a prorated amount between 75% and 100% of the 2019 Restricted Stock Award shall performance vest on the Vesting Date, determined based on straight-line interpolation for EBITDA between the Minimum EBITDA Threshold and EBITDA Target; and
(iii)
If the Corporation achieves EBITDA for the 2020 Performance Period in an amount less than the Minimum EBITDA Threshold, then no part of the 2019 Restricted Stock Award shall performance vest pursuant to this Section 3.3.

 
2
 


For purposes of the foregoing, the following terms shall have the meanings indicated below. Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to them in the Plan.

(a)
“Cause” shall have the meaning set forth in the Grantee’s employment agreement.
(b)
“Change in Control” shall have the meaning set forth in Section 2(b) of the Plan.
(c)
“Disability” shall have the meaning set forth in the Grantee’s employment agreement.
(d)
“EBITDA” shall have the meaning set forth in that certain Second Amended and Restated Credit Agreement, dated as of May 3, 2016 (as amended), by and among the Corporation, Maxxcom Inc., each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto; provided, however, that the Committee shall retain discretion to make appropriate adjustments to EBITDA for extraordinary events in accordance with the Plan.
(e)
“EBITDA Target” shall equal $[●] million; provided, however, that the Committee shall retain discretion to make appropriate adjustments to the EBITDA Target to take into account any asset disposition.

(f)
“Employment Agreement” shall mean the Participant’s applicable employment agreement with the Corporation.
(g)
“Good Reason” shall have the meaning set forth in the Grantee’s employment agreement, if applicable.
4.    Escrow and Delivery of Shares.

4.1 Certificates (or an electronic “book entry” on the books of the Corporation's stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Corporation may request of Grantee) and shall remain in the custody of the Corporation (or its stock transfer agent) until (i) their delivery to the Grantee as set forth in Section 4.2 hereof, or (ii) their forfeiture and transfer to the Corporation as set forth in Section 3.2 hereof. The appointment of an independent escrow agent shall not be required.

4.2    (a) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Vesting Date.

(b) The Grantee, or the executors or administrators of the Grantee's estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.3     (a) Each stock certificate issued pursuant to Section 4.1 shall bear a legend in substantially the following form:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK CONTAINED IN THE [2011/2016] STOCK INCENTIVE PLAN (AS AMENDED, THE “PLAN”) AND A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN(S) AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.


 
3
 


(b)     As soon as practicable following the Vesting Date, the Corporation shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 4.3 and shall be delivered in accordance with Section 4.2 hereof.

5. Dividends. All dividends declared and paid by the Corporation on shares underlying the 2019 Restricted Stock Award shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3.1 and shall be distributed only to the extent the underlying shares of Restricted Stock vest in accordance with Section 3. The deferred dividends shall be held by the Corporation for the account of the Grantee until the Vesting Date, at which time the dividends shall be paid to the Grantee. Upon the forfeiture of the shares of Restricted Stock pursuant to Section 3, any deferred dividends shall also be forfeited to the Corporation.

6. No Right to Continued Retention. Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance as an employee, nor shall this Agreement or the Plan interfere in any way with the right of the Corporation to terminate the Grantee's service as an employee at any time.

7. Adjustments Upon Change in Capitalization. If, by operation of Section 10 of the Plan, the Grantee shall be entitled to new, additional or different shares of stock or securities of the Corporation or any successor corporation, such new, additional or different shares or other property shall thereupon be subject to all of the conditions and restrictions which were applicable to the shares of Restricted Stock immediately prior to the event and/or transaction.

8.    Modification of Agreement. Except as set forth in the Plan and herein, this Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

9. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

10.    Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principle, except to the extent that the application of New York law would result in a violation of the Canadian Business Corporation Act.

11.    Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the Grantee's heirs, executors, administrators and successors. All obligations imposed upon the Grantee and all rights granted to the Corporation under this Agreement shall be binding upon the Grantee's heirs, executors, administrators and successors.
       

MDC PARTNERS INC.

By:                            
Name:
Title:

MDC PARTNERS INC.

By:                            
Name:     
Title:

GRANTEE:

By:                            
Name:

 
4
 



Number of Shares of Restricted
Stock Hereby Granted: [NUMBER]

 
5
 


Exhibit 10.2
FORM OF
MDC PARTNERS INC.
LONG-TERM CASH INCENTIVE COMPENSATION PLAN
2019 AWARD AGREEMENT
THIS AWARD AGREEMENT (the “Award Agreement”), is made as of [DATE] (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Company”), and [name of participant] (the “Participant”).
WHEREAS, the Company has adopted the MDC Partners Inc. Long-Term Cash Incentive Compensation Plan (the “Plan”) for the purpose of providing selected employees and consultants of the Company with an incentive to achieve and exceed long-term financial objectives established by the Company and to align the motivation and performance goals of the key executives with the Company’s commercial goals and the interests of the Company’s stockholders; and
WHEREAS, the Human Resources & Compensation Committee (the “Committee”) of the Board of Directors has determined that it is in the best interests of the Company to make the award set forth herein, which award will vest at the time or times set forth herein, based upon the Participant’s continued employment with the Company and/or the achievement by the Company of specified financial growth targets during the Performance Period covering the Company’s fiscal years 2020-2022, in each case as described herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. CERTAIN DEFINED TERMS
As used herein, the following terms shall have the meanings indicated below. Capitalized terms used in this Award Agreement but not defined herein shall have the meaning assigned to them in the Plan.
(a) “2020 EBITDA Target” shall mean $[●] million; provided, however, that the Committee shall retain discretion to make appropriate adjustments to the EBITDA Target to take into account any asset disposition.
(b) “2021 EBITDA Target” shall mean the EBITDA target as set forth in the Company’s annual budget for the Company’s 2021 fiscal year, as determined by the Committee.
(c) “2022 EBITDA Target” shall mean the EBITDA target as set forth in the Company’s annual budget for the Company’s 2022 fiscal year, as determined by the Committee.
(d) “Actual Cumulative EBITDA” shall mean the sum of the Company’s actual approved annual EBITDA for the Company’s 2020, 2021 and 2022 fiscal years, as determined by the Committee, provided that Actual Cumulative EBITDA will only take into account expenses arising from this Plan for purposes of Section 2(a)(iii).
(e) “Applicable Payment Date” shall have the meaning set forth in Section 2.
(f) “Cause” shall have the meaning set forth in the Employment Agreement.
(g) “Change in Control” shall have the meaning set forth in the Plan; provided that such event constitutes a “change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company” within the meaning of Section 409A.
(h) “Disability” shall have the meaning set forth in the Employment Agreement; provided that such event constitutes “disability” within the meaning of Section 409A.

1

(i) “EBITDA” shall have, for any period, the meaning set forth in that certain Second Amended and Restated Credit Agreement, dated as of May 3, 2016 (as amended), by and among the Company, Maxxcom Inc., each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto; provided, however, that the Committee shall retain discretion to make appropriate adjustments to EBITDA in accordance with the Plan.
(j) “Employment Agreement” shall mean the Participant’s applicable employment agreement, if any, with the Company.
(k) “Good Reason” shall have the meaning set forth in the Employment Agreement; provided that if the Participant does not have an Employment Agreement or the Employment Agreement does not contain a definition of “Good Reason” the term Good Reason as used herein and the consequences applicable thereto shall be inapplicable.
(l) “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance and regulations promulgated thereunder.
2. PERFORMANCE-BASED AWARD

The Participant will be eligible to earn a performance-based cash award (the “Performance-Based Award”) based on the Company’s achievement of EBITDA targets described in this Section 2 in respect of the period commencing on January 1, 2020 and ending on December 31, 2022 (the “Performance Period”) and, except as provided in Section 3, subject to the Participant’s continued employment with the Company through December 31, 2022. Except as otherwise set forth in Section 3 of this Award Agreement, any Performance-Based Award earned by the Participant hereunder will be payable in cash in a lump sum in 2023, on or prior to March 15, 2023 (the “Applicable Payment Date”). All determinations required to be made hereunder shall be made by the Committee.
(a) Performance-Based Award Amount. The amount of the Performance-Based Award payable to the Participant hereunder will be determined as follows. The Performance-Based Award will equal the product of (A) $[AMOUNT] (the “EBITDA Award Target Amount”) multiplied by (B) the applicable “EBITDA Performance Multiplier,” determined as set forth below:
(i) If the Company achieves Actual Cumulative EBITDA for the three (3) years ended December 31, 2022, in an amount equal to at least the sum of (A) 2020 EBITDA Target, plus (B) 2021 EBITDA Target, plus (C) 2022 EBITDA Target (the “Cumulative EBITDA Target”), then the EBITDA Performance Multiplier will equal one (1);
(ii) If the Company achieves Actual Cumulative EBITDA for the three (3) years ended December 31, 2022, in an amount equal to or more than 90% of the Cumulative EBITDA Target (the “Minimum EBITDA Threshold”) but less than 100% of the Cumulative EBITDA Target, then the EBITDA Performance Multiplier will equal between 0.75 and one (1), determined based on straight-line interpolation for Actual Cumulative EBITDA between 90% and 100% of the Cumulative EBITDA Target; and
(iii) If the Company achieves Actual Cumulative EBITDA for the three (3) years ended December 31, 2022 in an amount that exceeds the Cumulative EBIDTA Target, then the EBITDA Performance Multiplier will equal one (1) plus an amount between zero (0) and one (1) determined based on straight-line interpolation for Actual Cumulative EBITDA between 100% and 105% of the Cumulative EBITDA Target; for greater clarity, in no event will the Participant be entitled to earn a Performance-Based Award that exceeds two (2) times the EBITDA Award Target Amount.
Notwithstanding anything to the contrary set forth herein, in the event that the Company achieves Actual Cumulative EBITDA for the three (3) years ended December 31, 2022 in an amount less than the Minimum EBITDA Threshold, then the EBITDA Performance Multiplier will equal zero (0), and no portion of the EBITDA Performance-Based Award will be earned or payable to the Participant.



2

3. EFFECT OF TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
(a) Termination For Cause; Resignation. In the event the Participant’s employment with the Company is terminated prior to December 31, 2022 (i) by the Company for Cause or (ii) by the Participant other than for Good Reason or as a result of death or Disability, the Performance-Based Award will be immediately forfeited as of such termination.
(b) Termination Without Cause, for Good Reason. If the Company terminates the Participant’s employment without Cause or the Participant terminates his or her employment for Good Reason prior to December 31, 2022, then the Performance-Based Award will vest based on actual performance for the Performance Period (as set forth in Section 2), with the amount of the earned Performance-Based Award (if any) pro-rated based on a fraction, the numerator of which shall be the number of full months of service completed by the Participant from January 1, 2020 through the termination date, and the denominator of which shall be 36. Payment of the Performance-Based Award will be made on the Applicable Payment Date.
(c) Termination upon Disability or Death. If the Participant’s employment terminates by reason of his death or Disability prior to December 31, 2022, then the Performance-Based Award will vest in full in the amount of the EBITDA Award Target Amount and be payable within 60 days following the Participant’s death or Disability.
(d) Change of Control. Upon a Change in Control prior to December 31, 2022, the Performance-Based Award will vest in full and be payable on the date of the Change in Control, with the amount of the EBITDA Performance-Based Award that is payable determined using an EBITDA Performance Multiplier equal to the greater of (A) one (1) and (B) the EBITDA Performance Multiplier calculated consistent with Section 2(a)(iii) above, with the date of the Change in Control treated as the last day of the Performance Period; provided, that, notwithstanding the foregoing, if the price per share paid in such Change in Control is equal to or greater than 175% of the average closing trading price of one of the Company’s Class A Shares during the twenty (20) trading days preceding the Grant Date, then the EBITDA Performance Multiplier will equal two (2). If such Change in Control is not structured as a share acquisition and/or there is no price per share in the Change in Control, then the implied price per share paid in such Change in Control will be determined by the Committee in good faith immediately prior to such Change in Control.
4. NO RIGHT TO CONTINUED RETENTION
Nothing in this Award Agreement or the Plan shall be interpreted or construed to confer upon the Participant any right with respect to continuance as an employee or service provider to the Company, nor shall this Award Agreement nor the Plan interfere in any way with the right of the Company to terminate the Participant’s services at any time.
5. MODIFICATION OF AGREEMENT
Except as set forth in the Plan and herein, this Award Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.
6. SEVERABILITY
Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Award Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.
7. GOVERNING LAW
The validity, interpretation, construction and performance of this Award Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principle, except to the extent that the application of New York law would result in a violation of the Canadian Business Corporation Act.

3

8. SUCCESSORS IN INTEREST
This Award Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Award Agreement shall inure to the benefit of the Participant’s heirs, executors, administrators and successors. All obligations imposed upon the Participant and all rights granted to the Company under this Award Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.
MDC Partners Inc.
BY:_______________________________________
Name:
Title:

[PARTICIPANT]
BY:________________________________________
Name:

4


Exhibit 31.1
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
 
I, Mark Penn, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2019 of MDC Partners Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: November 6, 2019
 
/s/ MARK PENN
 
By:
Mark Penn
 
Title:
Chairman and Chief Executive Officer
  




Exhibit 31.2
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
 
I, Frank Lanuto, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2019 of MDC Partners Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: November 6, 2019
 
/s/ FRANK LANUTO
 
By:
Frank Lanuto
 
Title:
Chief Financial Officer
  





Exhibit 32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
In connection with the quarterly report of MDC Partners Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Penn, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2019
 
 
 
/s/ MARK PENN
 
By:
Mark Penn

 
Title:
Chairman and Chief Executive Officer
 
 




Exhibit 32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
In connection with the quarterly report of MDC Partners Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank Lanuto, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2019
 
 
 
/s/ FRANK LANUTO
 
By:
Frank Lanuto
 
Title:
Chief Financial Officer
 





Exhibit 99.1
MDC PARTNERS INC.
SCHEDULE OF ADVERTISING AND COMMUNICATIONS COMPANIES
MDC maintains a majority or 100% ownership position in substantially all of its operating partner companies, with management of the partner companies owning the remaining equity.  MDC generally has rights to increase its ownership of non-wholly owned subsidiaries to 100% over a defined period of time.
 
 
Year of Initial
 
 
Company
 
Investment
 
Locations
Consolidated:
 
 
 
 
Global Integrated Agencies:
 
 
 
 
72andSunny
 
2010
 
Los Angeles, New York, Netherlands, UK, Australia, Singapore
Anomaly
 
2011
 
New York, Los Angeles, Netherlands, Canada, UK, China, Germany
Crispin Porter + Bogusky
 
2001
 
 Miami, Boulder, Los Angeles, UK,
Brazil, China
Forsman & Bodenfors
 
2016
 
Sweden, New York, Canada, China, UK, Los Angeles, Singapore
The Media Kitchen
 
2010
 
New York, Canada, UK
Domestic Creative Agencies:
 
 
 
 
Colle McVoy
 
1999
 
Minneapolis
Doner
 
2012
 
Detroit, Los Angeles, Norwalk, Pittsburgh
Laird + Partners
 
2011
 
New York
Mono Advertising
 
2004
 
Minneapolis
Union
 
2013
 
Canada
Yamamoto
 
2000
 
Minneapolis
Civilian
 
2000
 
Chicago
Yes & Company
 
2018
 
New York
Bruce Mau Design
 
2004
 
Canada, New York, UK
Hello Design
 
2004
 
Los Angeles
HL Group Partners
 
2007
 
New York, Los Angeles, China
Northstar Research Partners
 
1998
 
Canada, New York, UK, Indonesia
Redscout
 
2007
 
New York, UK, Los Angeles
Varick Media Management
 
2010
 
New York
Specialist Communications:
 
 
 
 
Allison & Partners
 
2010
 
San Francisco, Los Angeles, New York and other US Locations, China, France, Singapore, UK, Japan, Germany
Sloane & Company
 
2010
 
New York
Storyline Strategies
 
2014
 
Washington, D.C.
Hunter
 
2014
 
New York, UK, Los Angeles
KWT Global
 
2010
 
New York, UK, Canada
Veritas
 
1993
 
Canada
Media Services:
 
 
 
 
MDC Media Partners
 
2010
 
 
Assembly
 
2010
 
New York, Detroit, Atlanta, Los Angeles
Attention
 
2009
 
New York, Los Angeles
EnPlay
 
2015
 
New York
Trade X
 
2011
 
New York
Unique Influence
 
2015
 
Austin
All Other:
 
 
 
 
6degrees Communications
 
1993
 
Canada
Concentric Partners
 
2011
 
New York, UK
Gale Partners
 
2014
 
Canada, New York, India, Singapore
Instrument
 
2018
 
Portland, New York
Kenna
 
2010
 
Canada
Relevent
 
2010
 
New York
TEAM
 
2010
 
Ft. Lauderdale
Vitro
 
2004
 
San Diego, Austin
Y Media Labs
 
2015
 
Redwood City, New York, India, Indianapolis, Atlanta