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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Canada
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98-0364441
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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330 Hudson Street, 10th Floor
New York, New York
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10013
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Subordinate Voting Shares, no par value
|
MDCA
|
NASDAQ
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Large accelerated Filer ¨
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Accelerated filer x
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Non-accelerated Filer ¨
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Smaller reporting company x
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Emerging growth company ¨
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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||
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||
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||
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Item 2.
|
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
Item 5.
|
||
Item 6.
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||
•
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risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients, including as a result of the recent novel coronavirus outbreak (“COVID-19”);
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•
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the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
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•
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the Company’s ability to attract new clients and retain existing clients;
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•
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reduction in client spending and changes in client advertising, marketing and corporate communications requirements
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•
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financial failure of the Company’s clients;
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•
|
the Company’s ability to retain and attract key employees;
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•
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the Company’s ability to achieve the full amount of its stated cost saving initiatives;
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•
|
the Company’s implementation of strategic initiatives;
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•
|
the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;
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•
|
the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and
|
•
|
foreign currency fluctuations.
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|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
|
|
||
Services
|
$
|
327,742
|
|
|
$
|
328,791
|
|
Operating Expenses:
|
|
|
|
||||
Cost of services sold
|
222,693
|
|
|
237,153
|
|
||
Office and general expenses
|
66,353
|
|
|
67,118
|
|
||
Depreciation and amortization
|
9,206
|
|
|
8,838
|
|
||
Other asset impairment
|
161
|
|
|
—
|
|
||
|
298,413
|
|
|
313,109
|
|
||
Operating income
|
29,329
|
|
|
15,682
|
|
||
Other Income (Expenses):
|
|
|
|
||||
Interest expense and finance charges, net
|
(15,612
|
)
|
|
(16,760
|
)
|
||
Foreign exchange gain (loss)
|
(14,757
|
)
|
|
5,442
|
|
||
Other, net
|
16,334
|
|
|
(3,383
|
)
|
||
|
(14,035
|
)
|
|
(14,701
|
)
|
||
Income before income taxes and equity in earnings of non-consolidated affiliates
|
15,294
|
|
|
981
|
|
||
Income tax expense
|
13,500
|
|
|
748
|
|
||
Income before equity in earnings of non-consolidated affiliates
|
1,794
|
|
|
233
|
|
||
Equity in earnings of non-consolidated affiliates
|
—
|
|
|
83
|
|
||
Net income
|
1,794
|
|
|
316
|
|
||
Net income attributable to the noncontrolling interest
|
(791
|
)
|
|
(429
|
)
|
||
Net income (loss) attributable to MDC Partners Inc.
|
1,003
|
|
|
(113
|
)
|
||
Accretion on and net income allocated to convertible preference shares
|
(3,440
|
)
|
|
(2,383
|
)
|
||
Net loss attributable to MDC Partners Inc. common shareholders
|
$
|
(2,437
|
)
|
|
$
|
(2,496
|
)
|
Loss Per Common Share:
|
|
|
|
|
|
||
Basic
|
|
|
|
|
|
||
Net loss attributable to MDC Partners Inc. common shareholders
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
|
|
|
||||
Net loss attributable to MDC Partners Inc. common shareholders
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
||
Basic
|
72,397,661
|
|
|
60,258,102
|
|
||
Diluted
|
72,397,661
|
|
|
60,258,102
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Comprehensive Income (Loss)
|
|
|
|
|
|||
Net income
|
$
|
1,794
|
|
|
$
|
316
|
|
Other comprehensive income (loss), net of applicable tax:
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
7,429
|
|
|
(4,659
|
)
|
||
Other comprehensive income (loss)
|
7,429
|
|
|
(4,659
|
)
|
||
Comprehensive income (loss) for the period
|
9,223
|
|
|
(4,343
|
)
|
||
Comprehensive income attributable to the noncontrolling interests
|
(282
|
)
|
|
(780
|
)
|
||
Comprehensive income (loss) attributable to MDC Partners Inc.
|
$
|
8,941
|
|
|
$
|
(5,123
|
)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
221,102
|
|
|
$
|
106,933
|
|
Accounts receivable, less allowance for doubtful accounts of $2,118 and $3,304
|
407,311
|
|
|
450,403
|
|
||
Expenditures billable to clients
|
22,763
|
|
|
30,133
|
|
||
Other current assets
|
44,689
|
|
|
35,613
|
|
||
Total Current Assets
|
695,865
|
|
|
623,082
|
|
||
Fixed assets, at cost, less accumulated depreciation of $132,174 and $129,579
|
75,767
|
|
|
81,054
|
|
||
Right-of-use assets - operating leases
|
216,194
|
|
|
223,622
|
|
||
Goodwill
|
725,390
|
|
|
740,674
|
|
||
Other intangible assets, net
|
50,640
|
|
|
54,893
|
|
||
Deferred tax assets
|
77,378
|
|
|
85,988
|
|
||
Other assets
|
29,622
|
|
|
30,179
|
|
||
Total Assets
|
$
|
1,870,856
|
|
|
$
|
1,839,492
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
153,491
|
|
|
$
|
200,148
|
|
Accruals and other liabilities
|
325,826
|
|
|
353,575
|
|
||
Advance billings
|
146,803
|
|
|
171,742
|
|
||
Current portion of lease liabilities - operating leases
|
48,022
|
|
|
48,659
|
|
||
Current portion of deferred acquisition consideration
|
46,337
|
|
|
45,521
|
|
||
Total Current Liabilities
|
720,479
|
|
|
819,645
|
|
||
Long-term debt
|
1,014,260
|
|
|
887,630
|
|
||
Long-term portion of deferred acquisition consideration
|
26,399
|
|
|
29,699
|
|
||
Long-term lease liabilities - operating leases
|
211,254
|
|
|
219,163
|
|
||
Other liabilities
|
35,523
|
|
|
25,771
|
|
||
Total Liabilities
|
2,007,915
|
|
|
1,981,908
|
|
||
Redeemable Noncontrolling Interests
|
35,698
|
|
|
36,973
|
|
||
Commitments, Contingencies, and Guarantees (Note 9)
|
|
|
|
|
|
||
Shareholders’ Deficit:
|
|
|
|
||||
Convertible preference shares, 145,000 authorized, issued and outstanding at March 31, 2020 and December 31, 2019
|
152,746
|
|
|
152,746
|
|
||
Common stock and other paid-in capital
|
99,587
|
|
|
101,469
|
|
||
Accumulated deficit
|
(468,508
|
)
|
|
(469,593
|
)
|
||
Accumulated other comprehensive (loss) income
|
3,669
|
|
|
(4,269
|
)
|
||
MDC Partners Inc. Shareholders' Deficit
|
(212,506
|
)
|
|
(219,647
|
)
|
||
Noncontrolling interests
|
39,749
|
|
|
40,258
|
|
||
Total Shareholders' Deficit
|
(172,757
|
)
|
|
(179,389
|
)
|
||
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit
|
$
|
1,870,856
|
|
|
$
|
1,839,492
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
1,794
|
|
|
$
|
316
|
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
|
||||
Stock-based compensation
|
3,070
|
|
|
2,972
|
|
||
Depreciation and amortization
|
9,206
|
|
|
8,838
|
|
||
Other asset impairment
|
161
|
|
|
—
|
|
||
Adjustment to deferred acquisition consideration
|
(4,600
|
)
|
|
(7,643
|
)
|
||
Deferred income taxes
|
8,511
|
|
|
748
|
|
||
Foreign exchange and other
|
4,489
|
|
|
(2,608
|
)
|
||
Changes in working capital:
|
|
|
|
||||
Accounts receivable
|
41,148
|
|
|
(29,957
|
)
|
||
Expenditures billable to clients
|
7,370
|
|
|
(4,294
|
)
|
||
Prepaid expenses and other current assets
|
(3,385
|
)
|
|
(3,373
|
)
|
||
Accounts payable, accruals and other current liabilities
|
(62,120
|
)
|
|
(75,105
|
)
|
||
Acquisition related payments
|
(782
|
)
|
|
(3,657
|
)
|
||
Advance billings
|
(24,816
|
)
|
|
32,563
|
|
||
Net cash used in operating activities
|
(19,954
|
)
|
|
(81,200
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(1,546
|
)
|
|
(3,606
|
)
|
||
Proceeds from sale of assets
|
18,920
|
|
|
23,050
|
|
||
Acquisitions, net of cash acquired
|
(729
|
)
|
|
(1,050
|
)
|
||
Other
|
—
|
|
|
(293
|
)
|
||
Net cash provided by investing activities
|
16,645
|
|
|
18,101
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net increase (decrease) in revolving credit facility
|
125,000
|
|
|
(35,340
|
)
|
||
Proceeds from issuance of common and convertible preference shares, net of issuance costs
|
—
|
|
|
97,629
|
|
||
Acquisition related payments
|
(750
|
)
|
|
—
|
|
||
Other
|
(4,608
|
)
|
|
(1,536
|
)
|
||
Net cash provided by financing activities
|
119,642
|
|
|
60,753
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and cash held in trusts
|
(2,164
|
)
|
|
(576
|
)
|
||
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale
|
114,169
|
|
|
(2,922
|
)
|
||
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
|
—
|
|
|
1,728
|
|
||
Net increase (decrease) in cash and cash equivalents
|
114,169
|
|
|
(4,501
|
)
|
||
Cash and cash equivalents at beginning of period
|
106,933
|
|
|
30,873
|
|
||
Cash and cash equivalents at end of period
|
$
|
221,102
|
|
|
$
|
26,372
|
|
Supplemental disclosures:
|
|
|
|
|
|
||
Cash income taxes paid
|
$
|
849
|
|
|
$
|
1,677
|
|
Cash interest paid
|
$
|
145
|
|
|
$
|
1,629
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||||
|
March 31, 2020
|
||||||||||||||||||||||||||||||||
|
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
|
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance at December 31, 2019
|
145,000
|
|
|
$
|
152,746
|
|
|
72,154,603
|
|
|
$
|
101,469
|
|
|
$
|
(469,593
|
)
|
|
$
|
(4,269
|
)
|
|
$
|
(219,647
|
)
|
|
$
|
40,258
|
|
|
$
|
(179,389
|
)
|
Net income attributable to MDC Partners Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,938
|
|
|
7,938
|
|
|
(509
|
)
|
|
7,429
|
|
|||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
587,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares acquired and cancelled
|
—
|
|
|
—
|
|
|
(258,664
|
)
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|
—
|
|
|
(637
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
476
|
|
|||||||
Changes in redemption value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,218
|
)
|
|
—
|
|
|
—
|
|
|
(1,218
|
)
|
|
—
|
|
|
(1,218
|
)
|
|||||||
Business acquisitions and step-up transactions, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
—
|
|
|
(503
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|||||||
Balance at March 31, 2020
|
145,000
|
|
|
$
|
152,746
|
|
|
72,483,166
|
|
|
$
|
99,587
|
|
|
$
|
(468,508
|
)
|
|
$
|
3,669
|
|
|
$
|
(212,506
|
)
|
|
$
|
39,749
|
|
|
$
|
(172,757
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||||
|
March 31, 2019
|
||||||||||||||||||||||||||||||||
|
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
|
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
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 loss attributable to MDC Partners Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,010
|
)
|
|
(5,010
|
)
|
|
351
|
|
|
(4,659
|
)
|
|||||||
Issuance of common and convertible preference shares
|
50,000
|
|
|
61,994
|
|
|
14,285,714
|
|
|
35,635
|
|
|
—
|
|
|
—
|
|
|
97,629
|
|
|
—
|
|
|
97,629
|
|
|||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
117,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares acquired and cancelled
|
—
|
|
|
—
|
|
|
(34,016
|
)
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,291
|
)
|
|
—
|
|
|
—
|
|
|
(1,291
|
)
|
|
—
|
|
|
(1,291
|
)
|
|||||||
Changes in redemption value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
5,919
|
|
|
—
|
|
|
—
|
|
|
5,919
|
|
|
—
|
|
|
5,919
|
|
|||||||
Changes in ownership interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(24,642
|
)
|
|
(24,735
|
)
|
|||||||
Balance at March 31, 2019
|
145,000
|
|
|
$
|
152,117
|
|
|
71,890,021
|
|
|
$
|
98,693
|
|
|
$
|
(465,016
|
)
|
|
$
|
(290
|
)
|
|
$
|
(214,496
|
)
|
|
$
|
40,223
|
|
|
$
|
(174,273
|
)
|
|
|
|
Three Months Ended March 31,
|
||||||
Industry
|
Reportable Segment
|
|
2020
|
|
2019
|
||||
Food & Beverage
|
All
|
|
$
|
58,091
|
|
|
$
|
66,663
|
|
Retail
|
All
|
|
36,303
|
|
|
32,580
|
|
||
Consumer Products
|
All
|
|
39,769
|
|
|
35,001
|
|
||
Communications
|
All
|
|
41,045
|
|
|
39,798
|
|
||
Automotive
|
All
|
|
25,192
|
|
|
18,191
|
|
||
Technology
|
All
|
|
25,535
|
|
|
26,616
|
|
||
Healthcare
|
All
|
|
24,066
|
|
|
23,297
|
|
||
Financials
|
All
|
|
24,005
|
|
|
25,126
|
|
||
Transportation and Travel/Lodging
|
All
|
|
20,486
|
|
|
17,441
|
|
||
Other
|
All
|
|
33,250
|
|
|
44,078
|
|
||
|
|
|
$
|
327,742
|
|
|
$
|
328,791
|
|
|
Three Months Ended March 31,
|
||||||||
Geographic Location
|
Reportable Segment
|
|
2020
|
|
2019
|
||||
United States
|
All
|
|
$
|
264,561
|
|
|
$
|
263,017
|
|
Canada
|
All
|
|
18,256
|
|
|
22,378
|
|
||
Other
|
All
|
|
44,925
|
|
|
43,396
|
|
||
|
|
|
$
|
327,742
|
|
|
$
|
328,791
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
|
|
||
Net income (loss) attributable to MDC Partners Inc.
|
$
|
1,003
|
|
|
$
|
(113
|
)
|
Accretion on convertible preference shares
|
(3,440
|
)
|
|
(2,383
|
)
|
||
Net loss attributable to MDC Partners Inc. common shareholders
|
$
|
(2,437
|
)
|
|
$
|
(2,496
|
)
|
Denominator:
|
|
|
|
||||
Basic weighted average number of common shares outstanding
|
72,397,661
|
|
|
60,258,102
|
|
||
Diluted weighted average number of common shares outstanding
|
72,397,661
|
|
|
60,258,102
|
|
||
Basic
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Beginning Balance of contingent payments
|
$
|
74,671
|
|
|
$
|
82,598
|
|
Payments
|
(1,125
|
)
|
|
(30,719
|
)
|
||
Redemption value adjustments (1)
|
(2,575
|
)
|
|
15,451
|
|
||
Additions - acquisitions and step-up transactions
|
1,389
|
|
|
7,145
|
|
||
Other (2)
|
(185
|
)
|
|
196
|
|
||
Ending Balance of contingent payments
|
$
|
72,175
|
|
|
$
|
74,671
|
|
Fixed payments
|
561
|
|
|
549
|
|
||
|
$
|
72,736
|
|
|
$
|
75,220
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income attributable to fair value adjustments
|
$
|
(4,600
|
)
|
|
$
|
(7,643
|
)
|
Stock-based compensation
|
2,025
|
|
|
809
|
|
||
Redemption value adjustments
|
$
|
(2,575
|
)
|
|
$
|
(6,834
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Lease Cost:
|
|
|
|
||||
Operating lease cost
|
$
|
16,391
|
|
|
$
|
16,441
|
|
Variable lease cost
|
4,655
|
|
|
4,964
|
|
||
Sublease rental income
|
(2,805
|
)
|
|
(1,599
|
)
|
||
Total lease cost
|
$
|
18,241
|
|
|
$
|
19,806
|
|
Additional information:
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities for operating leases
|
|
|
|
||||
Operating cash flows
|
$
|
17,635
|
|
|
$
|
15,652
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
7,119
|
|
|
$
|
256,818
|
|
Weighted average remaining lease term (in years) - Operating leases
|
7.0
|
|
|
7.3
|
|
||
Weighted average discount rate - Operating leases
|
8.7
|
|
|
8.7
|
|
|
Maturity Analysis
|
||
Remaining 2020
|
$
|
52,025
|
|
2021
|
59,901
|
|
|
2022
|
49,774
|
|
|
2023
|
44,573
|
|
|
2024
|
38,111
|
|
|
Thereafter
|
103,505
|
|
|
Total
|
347,889
|
|
|
Less: Present value discount
|
(88,613
|
)
|
|
Lease liability
|
$
|
259,276
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Revolving credit agreement
|
$
|
125,000
|
|
|
$
|
—
|
|
6.50% Notes due 2024
|
900,000
|
|
|
900,000
|
|
||
Debt issuance costs
|
(10,740
|
)
|
|
(12,370
|
)
|
||
|
$
|
1,014,260
|
|
|
$
|
887,630
|
|
|
Noncontrolling
Interests |
||
Balance, December 31, 2018
|
$
|
9,278
|
|
Income attributable to noncontrolling interests
|
16,156
|
|
|
Distributions made
|
(11,392
|
)
|
|
Other (1)
|
(14
|
)
|
|
Balance, December 31, 2019
|
$
|
14,028
|
|
Income attributable to noncontrolling interests
|
791
|
|
|
Distributions made
|
(3,973
|
)
|
|
Other (1)
|
(856
|
)
|
|
Balance, March 31, 2020
|
$
|
9,990
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net income (loss) attributable to MDC Partners Inc.
|
$
|
1,003
|
|
|
$
|
(113
|
)
|
Transfers from the noncontrolling interest:
|
|
|
|
||||
Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of redeemable noncontrolling interests and noncontrolling interests
|
(503
|
)
|
|
—
|
|
||
Net transfers from noncontrolling interests
|
$
|
(503
|
)
|
|
$
|
—
|
|
Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests
|
$
|
500
|
|
|
$
|
(113
|
)
|
|
Three Months Ended March 31, 2020
|
|
Year Ended December 31, 2019
|
||||
Beginning Balance
|
$
|
36,973
|
|
|
$
|
51,546
|
|
Redemptions
|
(1,615
|
)
|
|
(14,530
|
)
|
||
Granted
|
—
|
|
|
—
|
|
||
Changes in redemption value
|
1,218
|
|
|
(3,163
|
)
|
||
Currency translation adjustments
|
(878
|
)
|
|
3
|
|
||
Other (1)
|
—
|
|
|
3,117
|
|
||
Ending Balance
|
$
|
35,698
|
|
|
$
|
36,973
|
|
•
|
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.
|
•
|
The Integrated Agencies Network reportable segment is comprised of the Company’s four integrated operating segments (Constellation, Doner Partner Network, Anomaly Alliance, and Colle McVoy). These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; an
|
•
|
The Media & Data Network reportable segment is comprised of a single operating segment that combines media buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast) with technology and data capabilities.
|
•
|
All Other consists of the Company’s remaining operating segments that provide a range of services including advertising, public relations and 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 Allison & Partners, Bruce Mau, Forsman & Bodenfors, Hello, Team and Vitro.
|
•
|
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, 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 March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
||||
Integrated Agencies Network
|
$
|
208,328
|
|
|
$
|
206,910
|
|
Media & Data Network
|
41,058
|
|
|
43,232
|
|
||
All Other
|
78,356
|
|
|
78,649
|
|
||
Total
|
$
|
327,742
|
|
|
$
|
328,791
|
|
|
|
|
|
||||
Segment operating income (loss):
|
|
|
|
||||
Integrated Agencies Network
|
$
|
29,193
|
|
|
$
|
15,512
|
|
Media & Data Network
|
617
|
|
|
(1,649
|
)
|
||
All Other
|
7,857
|
|
|
6,641
|
|
||
Corporate
|
(8,338
|
)
|
|
(4,822
|
)
|
||
Total
|
$
|
29,329
|
|
|
$
|
15,682
|
|
|
|
|
|
||||
Other Income (Expenses):
|
|
|
|
||||
Interest expense and finance charges, net
|
$
|
(15,612
|
)
|
|
$
|
(16,760
|
)
|
Foreign exchange gain (loss)
|
(14,757
|
)
|
|
5,442
|
|
||
Other, net
|
16,334
|
|
|
(3,383
|
)
|
||
Income before income taxes and equity in earnings of non-consolidated affiliates
|
15,294
|
|
|
981
|
|
||
Income tax expense
|
13,500
|
|
|
748
|
|
||
Income before equity in earnings of non-consolidated affiliates
|
1,794
|
|
|
233
|
|
||
Equity in earnings of non-consolidated affiliates
|
—
|
|
|
83
|
|
||
Net income
|
1,794
|
|
|
316
|
|
||
Net income attributable to the noncontrolling interest
|
(791
|
)
|
|
(429
|
)
|
||
Net income (loss) attributable to MDC Partners Inc.
|
$
|
1,003
|
|
|
$
|
(113
|
)
|
|
Three Months Ended March 31,
|
|
||||||
|
2020
|
|
2019
|
|
||||
Depreciation and amortization:
|
|
|
|
|
||||
Integrated Agencies Network
|
$
|
6,267
|
|
|
$
|
5,715
|
|
|
Media & Data Network
|
808
|
|
|
993
|
|
|
||
All Other
|
1,899
|
|
|
1,913
|
|
|
||
Corporate
|
232
|
|
|
217
|
|
|
||
Total
|
$
|
9,206
|
|
|
$
|
8,838
|
|
|
|
|
|
|
|
||||
Stock-based compensation:
|
|
|
|
|
||||
Integrated Agencies Network
|
$
|
2,861
|
|
|
$
|
4,459
|
|
|
Media & Data Network
|
(13
|
)
|
|
—
|
|
|
||
All Other
|
80
|
|
|
86
|
|
|
||
Corporate
|
142
|
|
|
(1,573
|
)
|
|
||
Total
|
$
|
3,070
|
|
|
$
|
2,972
|
|
|
|
|
|
|
|
||||
Capital expenditures:
|
|
|
|
|
||||
Integrated Agencies Network
|
$
|
835
|
|
|
$
|
3,049
|
|
|
Media & Data Network
|
86
|
|
|
138
|
|
|
||
All Other
|
323
|
|
|
418
|
|
|
||
Corporate
|
302
|
|
|
1
|
|
|
||
Total
|
$
|
1,546
|
|
|
$
|
3,606
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
(Dollars in Thousands)
|
||||||
Integrated Agencies Network
|
$
|
208,328
|
|
|
$
|
206,910
|
|
Media & Data Network
|
41,058
|
|
|
43,232
|
|
||
All Other
|
78,356
|
|
|
78,649
|
|
||
Total
|
$
|
327,742
|
|
|
$
|
328,791
|
|
|
|
|
|
||||
Segment operating income (loss):
|
|
|
|
||||
Integrated Agencies Network
|
$
|
29,193
|
|
|
$
|
15,512
|
|
Media & Data Network
|
617
|
|
|
(1,649
|
)
|
||
All Other
|
7,857
|
|
|
6,641
|
|
||
Corporate
|
(8,338
|
)
|
|
(4,822
|
)
|
||
Total
|
$
|
29,329
|
|
|
$
|
15,682
|
|
|
|
|
|
||||
Other Income (Expenses):
|
|
|
|
||||
Interest expense and finance charges, net
|
$
|
(15,612
|
)
|
|
$
|
(16,760
|
)
|
Foreign exchange gain (loss)
|
(14,757
|
)
|
|
5,442
|
|
||
Other, net
|
16,334
|
|
|
(3,383
|
)
|
||
Income before income taxes and equity in earnings of non-consolidated affiliates
|
15,294
|
|
|
981
|
|
||
Income tax expense
|
13,500
|
|
|
748
|
|
||
Income before equity in earnings of non-consolidated affiliates
|
1,794
|
|
|
233
|
|
||
Equity in earnings of non-consolidated affiliates
|
—
|
|
|
83
|
|
||
Net income
|
1,794
|
|
|
316
|
|
||
Net income attributable to the noncontrolling interest
|
(791
|
)
|
|
(429
|
)
|
||
Net income (loss) attributable to MDC Partners Inc.
|
$
|
1,003
|
|
|
$
|
(113
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Depreciation and amortization:
|
(Dollars in Thousands)
|
||||||
Integrated Agencies Network
|
$
|
6,267
|
|
|
$
|
5,715
|
|
Media & Data Network
|
808
|
|
|
993
|
|
||
All Other
|
1,899
|
|
|
1,913
|
|
||
Corporate
|
232
|
|
|
217
|
|
||
Total
|
$
|
9,206
|
|
|
$
|
8,838
|
|
|
|
|
|
||||
Stock-based compensation:
|
|
|
|
||||
Integrated Agencies Network
|
$
|
2,861
|
|
|
$
|
4,459
|
|
Media & Data Network
|
(13
|
)
|
|
—
|
|
||
All Other
|
80
|
|
|
86
|
|
||
Corporate
|
142
|
|
|
(1,573
|
)
|
||
Total
|
$
|
3,070
|
|
|
$
|
2,972
|
|
|
|
|
|
||||
Capital expenditures:
|
|
|
|
||||
Integrated Agencies Network
|
$
|
835
|
|
|
$
|
3,049
|
|
Media & Data Network
|
86
|
|
|
138
|
|
||
All Other
|
323
|
|
|
418
|
|
||
Corporate
|
302
|
|
|
1
|
|
||
Total
|
$
|
1,546
|
|
|
$
|
3,606
|
|
|
Total
|
|
United States
|
|
Canada
|
|
Other
|
||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||
March 31, 2019
|
$
|
328,791
|
|
|
|
|
$
|
263,017
|
|
|
|
|
$
|
22,378
|
|
|
|
|
$
|
43,396
|
|
|
|
||||
Components of revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange impact
|
(1,800
|
)
|
|
(0.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
(29
|
)
|
|
(0.1
|
)%
|
|
(1,771
|
)
|
|
(4.1
|
)%
|
||||
Non-GAAP acquisitions (dispositions), net
|
(5,683
|
)
|
|
(1.7
|
)%
|
|
(1,978
|
)
|
|
(0.8
|
)%
|
|
(3,705
|
)
|
|
(16.6
|
)%
|
|
—
|
|
|
—
|
%
|
||||
Organic revenue
|
6,434
|
|
|
2.0
|
%
|
|
3,522
|
|
|
1.3
|
%
|
|
(388
|
)
|
|
(1.7
|
)%
|
|
3,300
|
|
|
7.6
|
%
|
||||
Total Change
|
$
|
(1,049
|
)
|
|
(0.3
|
)%
|
|
$
|
1,544
|
|
|
0.6
|
%
|
|
$
|
(4,122
|
)
|
|
(18.4
|
)%
|
|
$
|
1,529
|
|
|
3.5
|
%
|
March 31, 2020
|
$
|
327,742
|
|
|
|
|
$
|
264,561
|
|
|
|
|
$
|
18,256
|
|
|
|
|
$
|
44,925
|
|
|
|
|
All Other
|
|
Total
|
|||||
|
(Dollars in Thousands)
|
|||||||
GAAP revenue from 2019 and 2020 acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign exchange impact
|
(248
|
)
|
|
(248
|
)
|
|||
Contribution to non-GAAP organic revenue growth (decline)
|
(411
|
)
|
—
|
|
(411
|
)
|
||
Prior year revenue from dispositions
|
(5,024
|
)
|
|
(5,024
|
)
|
|||
Non-GAAP acquisitions (dispositions), net
|
$
|
(5,683
|
)
|
|
$
|
(5,683
|
)
|
|
2020
|
|
2019
|
||
United States
|
80.7
|
%
|
|
80.0
|
%
|
Canada
|
5.6
|
%
|
|
6.8
|
%
|
Other
|
13.7
|
%
|
|
13.2
|
%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||||||||
Integrated Agencies Network
|
|
$
|
|
% of
Revenue |
|
$
|
|
% of
Revenue |
|
$
|
|
%
|
|||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||||||||
Revenue:
|
|
$
|
208,328
|
|
|
|
|
$
|
206,910
|
|
|
|
|
$
|
1,418
|
|
|
0.7
|
%
|
||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of services sold
|
|
136,545
|
|
|
65.5
|
%
|
|
147,614
|
|
|
71.3
|
%
|
|
(11,069
|
)
|
|
(7.5
|
)%
|
|||
Office and general expenses
|
|
36,162
|
|
|
17.4
|
%
|
|
38,069
|
|
|
18.4
|
%
|
|
(1,907
|
)
|
|
(5.0
|
)%
|
|||
Depreciation and amortization
|
|
6,267
|
|
|
3.0
|
%
|
|
5,715
|
|
|
2.8
|
%
|
|
552
|
|
|
9.7
|
%
|
|||
Other asset impairment
|
|
161
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
161
|
|
|
—
|
%
|
|||
|
|
$
|
179,135
|
|
|
86.0
|
%
|
|
$
|
191,398
|
|
|
92.5
|
%
|
|
$
|
(12,263
|
)
|
|
(6.4
|
)%
|
Operating profit
|
|
$
|
29,193
|
|
|
14.0
|
%
|
|
$
|
15,512
|
|
|
7.5
|
%
|
|
$
|
13,681
|
|
|
88.2
|
%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||||||||
Integrated Agencies Network
|
|
$
|
|
% of
Revenue |
|
$
|
|
% of
Revenue |
|
$
|
|
%
|
|||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||||||||
Direct costs
|
|
$
|
25,212
|
|
|
12.1
|
%
|
|
$
|
27,018
|
|
|
13.1
|
%
|
|
$
|
(1,806
|
)
|
|
(6.7
|
)%
|
Staff costs
|
|
124,086
|
|
|
59.6
|
%
|
|
132,648
|
|
|
64.1
|
%
|
|
(8,562
|
)
|
|
(6.5
|
)%
|
|||
Administrative
|
|
25,592
|
|
|
12.3
|
%
|
|
28,049
|
|
|
13.6
|
%
|
|
(2,457
|
)
|
|
(8.8
|
)%
|
|||
Deferred acquisition consideration
|
|
(5,044
|
)
|
|
(2.4
|
)%
|
|
(6,491
|
)
|
|
(3.1
|
)%
|
|
1,447
|
|
|
(22.3
|
)%
|
|||
Stock-based compensation
|
|
2,861
|
|
|
1.4
|
%
|
|
4,459
|
|
|
2.2
|
%
|
|
(1,598
|
)
|
|
(35.8
|
)%
|
|||
Depreciation and amortization
|
|
6,267
|
|
|
3.0
|
%
|
|
5,715
|
|
|
2.8
|
%
|
|
552
|
|
|
9.7
|
%
|
|||
Other asset impairment
|
|
161
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
161
|
|
|
—
|
%
|
|||
Total operating expenses
|
|
$
|
179,135
|
|
|
86.0
|
%
|
|
$
|
191,398
|
|
|
92.5
|
%
|
|
$
|
(12,263
|
)
|
|
(6.4
|
)%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||||||||
Media & Data Network
|
|
$
|
|
% of
Revenue |
|
$
|
|
% of
Revenue |
|
$
|
|
%
|
|||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||||||||
Direct costs
|
|
$
|
12,128
|
|
|
29.5
|
%
|
|
$
|
14,675
|
|
|
33.9
|
%
|
|
$
|
(2,547
|
)
|
|
(17.4
|
)%
|
Staff costs
|
|
20,600
|
|
|
50.2
|
%
|
|
21,863
|
|
|
50.6
|
%
|
|
(1,263
|
)
|
|
(5.8
|
)%
|
|||
Administrative
|
|
6,543
|
|
|
15.9
|
%
|
|
6,663
|
|
|
15.4
|
%
|
|
(120
|
)
|
|
(1.8
|
)%
|
|||
Deferred acquisition consideration
|
|
375
|
|
|
0.9
|
%
|
|
687
|
|
|
1.6
|
%
|
|
(312
|
)
|
|
(45.4
|
)%
|
|||
Stock-based compensation
|
|
(13
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(13
|
)
|
|
—
|
%
|
|||
Depreciation and amortization
|
|
808
|
|
|
2.0
|
%
|
|
993
|
|
|
2.3
|
%
|
|
(185
|
)
|
|
(18.6
|
)%
|
|||
Total operating expenses
|
|
$
|
40,441
|
|
|
98.5
|
%
|
|
$
|
44,881
|
|
|
103.8
|
%
|
|
$
|
(4,440
|
)
|
|
(9.9
|
)%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||||||||
All Other
|
|
$
|
|
% of
Revenue |
|
$
|
|
% of
Revenue |
|
$
|
|
%
|
|||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||||||||
Revenue
|
|
$
|
78,356
|
|
|
|
|
$
|
78,649
|
|
|
|
|
$
|
(293
|
)
|
|
(0.4
|
)%
|
||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of services sold
|
|
56,242
|
|
|
71.8
|
%
|
|
55,627
|
|
|
70.7
|
%
|
|
615
|
|
|
1.1
|
%
|
|||
Office and general expenses
|
|
12,358
|
|
|
15.8
|
%
|
|
14,468
|
|
|
18.4
|
%
|
|
(2,110
|
)
|
|
(14.6
|
)%
|
|||
Depreciation and amortization
|
|
1,899
|
|
|
2.4
|
%
|
|
1,913
|
|
|
2.4
|
%
|
|
(14
|
)
|
|
(0.7
|
)%
|
|||
|
|
$
|
70,499
|
|
|
90.0
|
%
|
|
$
|
72,008
|
|
|
91.6
|
%
|
|
$
|
(1,509
|
)
|
|
(2.1
|
)%
|
Operating profit
|
|
$
|
7,857
|
|
|
10.0
|
%
|
|
$
|
6,641
|
|
|
8.4
|
%
|
|
$
|
1,216
|
|
|
18.3
|
%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||||||||
All Other
|
|
$
|
|
% of
Revenue |
|
$
|
|
% of
Revenue |
|
$
|
|
%
|
|||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||||||||
Direct costs
|
|
$
|
19,224
|
|
|
24.5
|
%
|
|
$
|
14,756
|
|
|
18.8
|
%
|
|
$
|
4,468
|
|
|
30.3
|
%
|
Staff costs
|
|
42,083
|
|
|
53.7
|
%
|
|
47,047
|
|
|
59.8
|
%
|
|
(4,964
|
)
|
|
(10.6
|
)%
|
|||
Administrative
|
|
7,144
|
|
|
9.1
|
%
|
|
10,045
|
|
|
12.8
|
%
|
|
(2,901
|
)
|
|
(28.9
|
)%
|
|||
Deferred acquisition consideration
|
|
69
|
|
|
0.1
|
%
|
|
(1,839
|
)
|
|
(2.3
|
)%
|
|
1,908
|
|
|
(103.8
|
)%
|
|||
Stock-based compensation
|
|
80
|
|
|
0.1
|
%
|
|
86
|
|
|
0.1
|
%
|
|
(6
|
)
|
|
(7.0
|
)%
|
|||
Depreciation and amortization
|
|
1,899
|
|
|
2.4
|
%
|
|
1,913
|
|
|
2.4
|
%
|
|
(14
|
)
|
|
(0.7
|
)%
|
|||
Total operating expenses
|
|
$
|
70,499
|
|
|
90.0
|
%
|
|
$
|
72,008
|
|
|
91.6
|
%
|
|
$
|
(1,509
|
)
|
|
(2.1
|
)%
|
|
|
2020
|
|
2019
|
|
Change
|
|||||||||
Corporate
|
|
$
|
|
$
|
|
$
|
|
%
|
|||||||
|
|
(Dollars in Thousands)
|
|||||||||||||
Staff costs
|
|
$
|
4,918
|
|
|
$
|
2,525
|
|
|
$
|
2,393
|
|
|
94.8
|
%
|
Administrative
|
|
3,046
|
|
|
3,653
|
|
|
(607
|
)
|
|
(16.6
|
)%
|
|||
Stock-based compensation
|
|
142
|
|
|
(1,573
|
)
|
|
1,715
|
|
|
(109.0
|
)%
|
|||
Depreciation and amortization
|
|
232
|
|
|
217
|
|
|
15
|
|
|
6.9
|
%
|
|||
Total operating expenses
|
|
$
|
8,338
|
|
|
$
|
4,822
|
|
|
$
|
3,516
|
|
|
72.9
|
%
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Cash provided by (used in) operating activities
|
$
|
(19,954
|
)
|
|
$
|
(81,200
|
)
|
Cash provided by investing activities
|
$
|
16,645
|
|
|
$
|
18,101
|
|
Cash provided by financing activities
|
$
|
119,642
|
|
|
$
|
60,753
|
|
|
March 31, 2020
|
||
Total Senior Leverage Ratio
|
(0.20
|
)
|
|
Maximum per covenant
|
2.00
|
|
|
|
|
|
|
Total Leverage Ratio
|
4.29
|
|
|
Maximum per covenant
|
6.25
|
|
|
|
|
|
|
Fixed Charges Ratio
|
2.95
|
|
|
Minimum per covenant
|
1.00
|
|
|
|
|
|
|
Earnings before interest, taxes, depreciation and amortization (in millions)
|
$
|
200.7
|
|
Minimum per covenant (in millions)
|
$
|
105.0
|
|
|
March 31, 2020
|
||||||||||||||
|
Integrated Agencies Network
|
|
Media Services
|
|
All Other
|
|
Total
|
||||||||
|
|
||||||||||||||
Beginning Balance of contingent payments
|
$
|
66,089
|
|
|
$
|
1
|
|
|
$
|
8,581
|
|
|
$
|
74,671
|
|
Payments
|
(750
|
)
|
|
(375
|
)
|
|
|
|
(1,125
|
)
|
|||||
Additions - acquisitions and step-up transactions
|
1,389
|
|
|
|
|
—
|
|
|
1,389
|
|
|||||
Redemption value adjustments (1)
|
(5,044
|
)
|
|
375
|
|
|
69
|
|
|
(4,600
|
)
|
||||
Stock-based compensation
|
2,025
|
|
|
—
|
|
|
—
|
|
|
2,025
|
|
||||
Other (2)
|
|
|
|
|
(185
|
)
|
|
(185
|
)
|
||||||
Ending Balance of contingent payments
|
63,709
|
|
|
1
|
|
|
8,465
|
|
|
72,175
|
|
||||
Fixed payments
|
561
|
|
|
|
|
|
|
561
|
|
||||||
|
$
|
64,270
|
|
|
$
|
1
|
|
|
$
|
8,465
|
|
|
$
|
72,736
|
|
(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.
|
•
|
the duration and scope of the outbreak;
|
•
|
governmental, business and individual actions that have been and continue to be taken in response to the outbreak;
|
•
|
the impact of the outbreak and the economic downturn on our clients, who have reduced or may reduce their marketing budgets; and
|
•
|
the duration of the downturn in the economy.
|
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
|
|||||
1/1/2020 - 1/31/2020
|
|
258,664
|
|
|
$
|
2.46
|
|
|
—
|
|
|
—
|
|
2/1/2020 - 2/29/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/1/2020 - 3/31/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
258,664
|
|
|
$
|
2.46
|
|
|
—
|
|
|
—
|
|
Exhibit No.
|
|
Description
|
|
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).
|
|
|
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).
|
|
|
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.*
|
MDC PARTNERS INC.
|
|
|
|
/s/ Frank Lanuto
|
|
Frank Lanuto
|
|
Chief Financial Officer and Authorized Signatory
|
|
|
|
May 11, 2020
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2020 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: May 11, 2020
|
|
/s/ MARK PENN
|
|
By:
|
Mark Penn
|
|
Title:
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2020 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: May 11, 2020
|
|
/s/ FRANK LANUTO
|
|
By:
|
Frank Lanuto
|
|
Title:
|
Chief Financial Officer
|
(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: May 11, 2020
|
|
|
|
|
|
/s/ MARK PENN
|
|
|
By:
|
Mark Penn
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
(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: May 11, 2020
|
|
|
|
|
|
/s/ FRANK LANUTO
|
|
|
By:
|
Frank Lanuto
|
|
Title:
|
Chief Financial Officer
|
|
|
|
Year of Initial
|
|
|
Company
|
|
Investment
|
|
Locations
|
Integrated Agencies Network:
|
|
|
|
|
Constellation:
|
|
|
|
|
72andSunny
|
|
2010
|
|
Los Angeles, New York, Netherlands, Australia, Singapore
|
Crispin Porter + Bogusky
|
|
2001
|
|
Boulder, UK, Brazil
|
Instrument
|
|
2018
|
|
Portland, New York, Los Angeles
|
|
|
|
|
|
Anomaly Alliance:
|
|
|
|
|
Anomaly
|
|
2011
|
|
New York, Los Angeles, Netherlands, Canada, UK, China, Germany
|
Concentric Partners
|
|
2011
|
|
New York, UK
|
Hunter
|
|
2014
|
|
New York, UK, Los Angeles
|
Mono Advertising
|
|
2004
|
|
Minneapolis
|
Relevent
|
|
2010
|
|
New York
|
Y Media Labs
|
|
2015
|
|
Redwood City, New York, India, Indianapolis, Atlanta
|
|
|
|
|
|
Doner Network:
|
|
|
|
|
6degrees Communications
|
|
1993
|
|
Canada
|
Doner
|
|
2012
|
|
Detroit, Los Angeles, Norwalk, Pittsburgh
|
HL Group Partners
|
|
2007
|
|
New York, Los Angeles
|
KWT Global
|
|
2010
|
|
New York, UK, Canada
|
Union
|
|
2013
|
|
Canada
|
Veritas
|
|
1993
|
|
Canada
|
Yamamoto
|
|
2000
|
|
Minneapolis, Chicago
|
|
|
|
|
|
Colle Network:
|
|
|
|
|
Colle McVoy
|
|
1999
|
|
Minneapolis
|
|
|
|
|
|
Media & Data:
|
|
|
|
|
Gale Partners
|
|
2014
|
|
Canada, New York, India, Singapore
|
Kenna
|
|
2010
|
|
Canada
|
MDC Media Partners
|
|
2010
|
|
New York, Los Angeles, Detroit, Austin
|
Northstar Research Partners
|
|
1998
|
|
Canada, New York, UK
|
|
|
|
|
|
All Other:
|
|
|
|
|
Allison & Partners
|
|
2010
|
|
San Francisco, Los Angeles, New York and other US Locations, China, Singapore, Thailand, UK, Japan, Germany
|
Bruce Mau Design
|
|
2004
|
|
Canada, New York, UK
|
Forsman & Bodenfors
|
|
2016
|
|
Sweden, New York, Canada, China, Singapore
|
Hello Design
|
|
2004
|
|
Los Angeles
|
TEAM
|
|
2010
|
|
Ft. Lauderdale
|
Vitro
|
|
2004
|
|
San Diego, Austin
|