NEW YORK, Nov. 3, 2016 /PRNewswire/ --

THIRD QUARTER HIGHLIGHTS:


    --  Reported revenue increased 6.3% to $349.3 million; Organic revenue
        growth of 2.7%, 30 basis points favorable impact from increased billable
        pass-through costs
    --  Net loss attributable to MDC Partners of ($33.5) million vs ($8.6)
        million, including a non-cash impairment charge of $29.6 million
        predominantly related to our experiential business
    --  Adjusted EBITDA decreased 13.5% to $46.3 million, with margins of 13.2%
        (See Schedules 2 and 3)
    --  2016 guidance revised to reflect lowered full year expectations and cost
        of restructuring efforts
    --  Quarterly dividend suspended to allocate resources to accelerated
        de-leveraging and strategic growth initiatives
    --  Advisor hired to assist in evaluating the Company's financial and
        capital structure strategy

YEAR-TO-DATE HIGHLIGHTS:


    --  Reported revenue increased 2.9% to $995.3 million; Organic revenue
        growth of 1.7%, 70 basis point negative impact from decreased billable
        pass-through costs
    --  Net loss attributable to MDC Partners of ($55.7) million vs ($11.1)
        million, including a non-cash impairment charge of $29.6 million
        predominantly related to our experiential business
    --  Adjusted EBITDA decreased 8.4% to $121.0 million, with margins of 12.2%
        (See Schedules 4 and 5)
    --  Net New Business wins totaled $1.3 million in Q3 and $58.0 million
        year-to-date

(NASDAQ: MDCA) - MDC Partners Inc. ("MDC Partners" or the "Company") today announced financial results for the three and nine months ended September 30, 2016.

Scott Kauffman, Chairman and Chief Executive Officer of MDC Partners, said, "The third quarter was impacted by the many actions we are taking to position our business for long-term profitable growth and balance sheet strength. We are reducing expenses, optimizing our partner portfolio, and re-prioritizing how we allocate capital, all while investing in our partners to ensure that they have the right resources to continue to drive outstanding performance for our clients. While some of these efforts carry near-term costs, which is contributing to our lower full year financial projections, we expect to reap the benefits in 2017. In addition, the suspension of our dividend will free up over $11 million in cash per quarter, which we plan to allocate toward enhanced liquidity, accelerated de-leveraging and investment in growth initiatives. We are confident that the moves we are making, alongside our active pipeline of new business opportunities, will lead to a reacceleration of the business beginning in 2017."

David Doft, CFO of MDC Partners, said, "Our lowered 2016 outlook reflects a diminished revenue recovery in the second half of the year as well as the upfront costs associated with our expense containment and restructuring initiatives. While we won't see the payback this year, these actions will enable us to permanently remove approximately $30 million of costs on a run-rate basis. We will rebuild off this leaner cost base into next year, manage to more optimal profit ratios and return to building the long-term value of our business."

Third Quarter and Year-to-Date Financial Results

Revenue for the third quarter of 2016 was $349.3 million, an increase of 6.3%, compared to $328.4 million in the third quarter of 2015. The effect of foreign currency translation was negative 0.6%, the impact of net acquisitions was positive 4.3%, and the resulting organic revenue growth was 2.7%. Organic revenue growth for the period was favorably impacted by 30 basis points from increased billable pass-through costs incurred on client's behalf from certain of our partner firms acting as principal.

Net loss attributable to MDC Partners in the third quarter of 2016 was ($33.5) million compared to ($8.6) million in the third quarter of 2015, partially attributable to a non-cash charge on impairment of $29.6 million predominantly related to our experiential business. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the third quarter of 2016 was ($0.64) compared to ($0.15) per share in the third quarter of 2015. Adjusted EBITDA for the third quarter of 2016 was $46.3 million, a decrease of 13.5% compared to $53.5 million in the third quarter of 2015. Adjusted EBITDA Available for General Capital Purposes was $21.7 million in the third quarter of 2016, a decrease of 29.7%, compared to $30.9 million in the third quarter of 2015.

Revenue for the first nine months of 2016 was $995.3 million, an increase of 2.9%, compared to $967.2 million in the first nine months of 2015. The effect of foreign currency translation was negative 0.8%, the impact of net acquisitions was positive 2.0%, and the resulting organic revenue growth was 1.7%. Organic revenue growth for the period was negatively impacted by 70 basis points from decreased billable pass-through costs incurred on client's behalf from certain of our partner firms acting as principal.

Net loss attributable to MDC Partners in the first nine months of 2016 was ($55.7) million compared to ($11.1) million in the first nine months of 2015, partially attributable to a non-cash charge on impairment of $29.6 million predominantly related to our experiential business. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the first nine months of 2016 was ($1.09) compared to ($0.10) per share in the first nine months of 2015. Adjusted EBITDA for the first nine months of 2016 was $121.0 million, a decrease of 8.4%, compared to $132.1 million in the first nine months of 2015. Adjusted EBITDA Available for General Capital Purposes was $50.7 million in the first nine months of 2016, a decrease of 26.4%, compared to $68.9 million in the first nine months of 2015.

Financial Guidance

Guidance for 2016 is revised as follows:


                                         Prior                  Revised                    Implied

               2015 

    Actuals       2016 

    Guidance         2016 

    Guidance       Year over Year 

    Change


    Revenue        $1.326 billion $1.390 - $1.420 billion $1.365 - $1.375 billion           +2.9% to +3.7%


    Adjusted
     EBITDA        $197.7 million     $205 - $215 million     $170 - $180 million          -14.0% to -8.9%

    Implied
     Adjusted                                                                               points
     EBITDA
     Margin                 14.9%          14.7% to 15.1%         12.4% to 13.2%    -250 to -170 basis


    Adjusted
     EBITDA
     Available
     for           $113.4 million     $110 - $120 million       $75 - $85 million         -33.9% to -25.0%

    General
     Capital
     Purposes

Advisor hired to assist in evaluating the Company's financial and capital structure strategy

The Company also announced today that it engaged LionTree Advisors to assist in evaluating the Company's financial and capital structure strategy. The Company's leadership team and Board of Directors reiterate their commitment to solidifying the balance sheet and capital structure in its continued efforts to enhance shareholder value.

Conference Call

Management will host a conference call on Thursday, November 3, 2016, at 4:30 p.m. (ET) to discuss results. The conference call will be accessible by dialing 1-412-902-4266 or toll free 1-888-346-6216. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be available one hour after the call until 12:00 a.m. (ET), November 10, 2016, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10095565), or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

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

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures for the three and nine months ended September 30, 2016, and 2015, include the following:

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

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

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

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

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

This press release contains forward-looking statements. The Company's representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company's beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

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


    --  risks associated with the SEC's ongoing investigation and the related
        class action litigation claims;
    --  risks associated with severe effects of international, national and
        regional economic downturn;
    --  the Company's ability to attract new clients and retain existing
        clients;
    --  the spending patterns and financial success of the Company's clients;
    --  the Company's ability to retain and attract key employees;
    --  the Company's ability to remain in compliance with its debt agreements
        and the Company's ability to finance its contingent payment obligations
        when due and payable, including but not limited to those relating to
        redeemable noncontrolling interests and deferred acquisition
        consideration;
    --  the successful completion and integration of acquisitions which
        complement and expand the Company's business capabilities; and
    --  foreign currency fluctuations.

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

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


                                                                                                      SCHEDULE 1


                                                                                                  MDC PARTNERS INC.

                                                                                   UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                 Three Months Ended September 30,                                              Nine Months Ended September 30,
                                                                 --------------------------------                                              -------------------------------

                                                                                                      2016                                2015                                        2016         2015
                                                                                                      ----                                ----                                        ----         ----



    Revenue                                                                                       $349,254                            $328,415                                    $995,343     $967,243


    Operating Expenses:

    Cost of services sold                                                                          235,659                             212,925                                     675,940      648,386

    Office and general expenses                                                                     83,303                              78,786                                     233,840      206,169

    Depreciation and amortization                                                                   11,412                              13,086                                      34,068       39,393

    Goodwill impairment                                                                             29,631                                   -                                     29,631            -

                                                                                                   360,005                             304,797                                     973,479      893,948
                                                                                                   -------                             -------                                     -------      -------


    Operating profit (loss)                                                                       (10,751)                             23,618                                      21,864       73,295


    Other Income (Expense):

    Other, net                                                                                     (6,008)                           (15,623)                                      9,530     (29,315)

    Interest expense and finance charges                                                          (16,540)                           (14,638)                                   (49,289)    (43,022)

    Loss on redemption of notes                                                                          -                                  -                                   (33,298)           -

    Interest income                                                                                    218                                 114                                         599          338
                                                                                                       ---                                 ---                                         ---          ---


    Income (loss) from continuing operations before income taxes

      and equity in earnings of non-consolidated affiliates                                       (33,081)                            (6,529)                                   (50,594)       1,296


    Income tax expense (benefit)                                                                     (540)                            (1,191)                                      1,893        (566)
                                                                                                      ----                              ------                                       -----         ----


    Income (loss) from continuing operations before equity in

      earnings of non-consolidated affiliates                                                     (32,541)                            (5,338)                                   (52,487)       1,862

    Equity in earnings of non-consolidated affiliates                                                   70                                 172                                           9          627
                                                                                                       ---                                 ---                                         ---          ---


    Income (loss) from continuing operations                                                      (32,471)                            (5,166)                                   (52,478)       2,489

    Loss from discontinued operations attributable to

      MDC Partners Inc., net of taxes                                                                    -                            (1,316)                                          -     (6,281)
                                                                                                       ---                             ------                                         ---      ------

    Net loss                                                                                      (32,471)                            (6,482)                                   (52,478)     (3,792)

    Net income attributable to the noncontrolling interests                                        (1,059)                            (2,122)                                    (3,172)     (7,343)
                                                                                                    ------                              ------                                      ------       ------

    Net loss attributable to MDC Partners Inc.                                                   $(33,530)                           $(8,604)                                  $(55,650)   $(11,135)
                                                                                                  ========                             =======                                    ========     ========


    Loss Per Common Share:

    Basic and Diluted:

    Loss from continuing operations attributable to

       MDC Partners Inc. common shareholders                                                       $(0.64)                            $(0.15)                                    $(1.09)     $(0.10)

    Discontinued operations attributable to MDC

       Partners Inc. common shareholders                                                                 -                             (0.02)                                          -      (0.12)
                                                                                                       ---                              -----                                         ---       -----

    Net loss attributable to MDC Partners Inc.

       common shareholders                                                                         $(0.64)                            $(0.17)                                    $(1.09)     $(0.22)
                                                                                                    ======                              ======                                      ======       ======


    Weighted Average Number of Common Shares Outstanding:

    Basic and Diluted                                                                           52,244,819                          49,915,807                                  50,861,890   49,843,980



                                                                                                                                                                               SCHEDULE 2


                                                                                                                                                                            MDC PARTNERS INC.

                                                                                                                                                    UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                                                    (US$ in 000s, except percentages)


    For the Three Months Ended September 30, 2016



                                                               Advertising and                        Reportable

                                                               Communications                          Segment                           All Other                              Corporate                                      Total
                                                               --------------                          -------                           ---------                              ---------                                      -----





    Revenue                                                           $349,254                             $289,988                            $59,266                    $                        -                              $349,254
                                                                      ========                             ========                            =======                    ==========================                              ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                $(33,530)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                    1,059

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                           (70)

       Income tax benefit                                                                                                                                                                                                         (540)

       Interest expense and finance charges, net                                                                                                                                                                                 16,322

       Other, net                                                                                                                                                                                                                 6,008
                                                                                                                                                                                                                                  -----

    Operating profit (loss)                                           $(3,700)                             $20,834                          $(24,534)                                     $(7,051)                             $(10,751)

    margin                                                               -1.1%                                7.2%                            -41.4%                                                                              -3.1%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                       11,053                               10,070                                983                                           359                                 11,412

    Goodwill impairment                                                 29,631                                    -                            29,631                                             -                                29,631

    Stock-based compensation                                             4,623                                3,337                              1,286                                           605                                  5,228

    Acquisition deal costs                                                 639                                  639                                  -                                          167                                    806

    Deferred acquisition consideration adjustments                      11,152                                9,918                              1,234                                             -                                11,152

    Distributions from non-consolidated affiliates **                        -                                   -                                 -                                        1,247                                  1,247

    Other items, net ***                                                     -                                   -                                 -                                      (2,463)                               (2,463)
                                                                           ---                                 ---                               ---                                       ------                                 ------


    Adjusted EBITDA *                                                  $53,398                              $44,798                             $8,600                                      $(7,136)                               $46,262

    margin                                                               15.3%                               15.4%                             14.5%                                                                              13.2%




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

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

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



                                                                                                                                                                                                SCHEDULE 3


                                                                                                                                                                                             MDC PARTNERS INC.

                                                                                                                                                                     UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                                                                     (US$ in 000s, except percentages)


    For the Three Months Ended September 30, 2015



                                                               Advertising and                   Reportable

                                                               Communications                      Segment                      All Other                            Corporate                                                          Total
                                                               --------------                      -------                      ---------                            ---------                                                          -----





    Revenue                                                           $328,415                       $271,882                        $56,533                   $                        -                                                  $328,415
                                                                      ========                       ========                        =======                   ==========================                                                  ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                 $(8,604)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                    2,122

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                               1,316

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                          (172)

       Income tax benefit                                                                                                                                                                                                       (1,191)

       Interest expense and finance charges, net                                                                                                                                                                                 14,524

       Other, net                                                                                                                                                                                                                15,623
                                                                                                                                                                                                                                 ------

    Operating profit (loss)                                            $43,419                        $39,418                         $4,001                                    $(19,801)                                                   $23,618

    margin                                                               13.2%                         14.5%                          7.1%                                                                                                  7.2%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                       12,749                          8,095                          4,654                                          337                                                     13,086

    Stock-based compensation                                             2,660                          1,857                            803                                          606                                                      3,266

    Acquisition deal costs                                                 108                             87                             21                                          620                                                        728

    Deferred acquisition consideration adjustments                       4,927                          3,669                          1,258                                            -                                                     4,927

    Distributions from non-consolidated affiliates **                       67                             30                             37                                           30                                                         97

    Other items, net ***                                                     -                             -                             -                                       7,751                                                      7,751



    Adjusted EBITDA *                                                  $63,930                        $53,156                        $10,774                                    $(10,457)                                                   $53,473

    margin                                                               19.5%                         19.6%                         19.1%                                                                                                 16.3%




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

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

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



                                                                                                                                                                                 SCHEDULE 4


                                                                                                                                                                             MDC PARTNERS INC.

                                                                                                                                                      UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                                                     (US$ in 000s, except percentages)


    For the Nine Months Ended September 30, 2016



                                                               Advertising and                        Reportable

                                                               Communications                          Segment                           All Other                               Corporate                                          Total
                                                               --------------                          -------                           ---------                               ---------                                          -----





    Revenue                                                           $995,343                             $822,762                           $172,581                     $                        -                                  $995,343
                                                                      ========                             ========                           ========                     ==========================                                  ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                     $(55,650)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                         3,172

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                 (9)

       Income tax expense                                                                                                                                                                                                              1,893

       Interest expense and finance charges, net                                                                                                                                                                                      48,690

       Loss on redemption of notes                                                                                                                                                                                                    33,298

       Other, net                                                                                                                                                                                                                    (9,530)
                                                                                                                                                                                                                                      ------

    Operating profit (loss)                                            $54,846                              $68,136                          $(13,290)                                     $(32,982)                                   $21,864

    margin                                                                5.5%                                8.3%                             -7.7%                                                                                    2.2%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                       32,802                               24,462                              8,340                                          1,266                                     34,068

    Goodwill impairment                                                 29,631                                    -                            29,631                                              -                                    29,631

    Stock-based compensation                                            13,384                               11,067                              2,317                                          2,059                                     15,443

    Acquisition deal costs                                               1,106                                1,106                                  -                                         1,160                                      2,266

    Deferred acquisition consideration adjustments                      17,180                               15,453                              1,727                                              -                                    17,180

    Distributions from non-consolidated affiliates **                        -                                   -                                 -                                         1,247                                      1,247

    Other items, net ***                                                     -                                   -                                 -                                         (725)                                     (725)
                                                                           ---                                 ---                               ---                                          ----                                       ----


    Adjusted EBITDA *                                                 $148,949                             $120,224                            $28,725                                      $(27,975)                                  $120,974

    margin                                                               15.0%                               14.6%                             16.6%                                                                                   12.2%




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

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

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



                                                                                                                             SCHEDULE 5


                                                                                                                          MDC PARTNERS INC.

                                                                                                  UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                  (US$ in 000s, except percentages)


    For the Nine Months Ended September 30, 2015



                                                            Advertising and                          Reportable

                                                             Communications                            Segment                              All Other                                       Corporate                      Total
                                                             --------------                            -------                              ---------                                       ---------                      -----





    Revenue                                                         $967,243                               $804,399                               $162,844                                      $                        -           $967,243
                                                                    ========                               ========                               ========                                      ==========================           ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                   $(11,135)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling                                                                                                                                                                                 7,343

       interests

       Loss from discontinued operations attributable to                                                                                                                                                                             6,281
       MDC Partners Inc., net of taxes

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                             (627)

       Income tax benefit                                                                                                                                                                                                            (566)

       Interest expense and finance charges, net                                                                                                                                                                                    42,684

       Other, net                                                                                                                                                                                                                   29,315
                                                                                                                                                                                                                                    ------

    Operating profit (loss)                                         $123,804                               $107,232                                $16,572                                                       $(50,509)            $73,295

    margin                                                             12.8%                                 13.3%                                 10.2%                                                                              7.6%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                     38,157                                 24,486                                 13,671                                                           1,236              39,393

    Stock-based compensation                                          11,023                                  7,763                                  3,260                                                           2,002              13,025

    Acquisition deal costs                                               647                                    587                                     60                                                           1,797               2,444

    Deferred acquisition consideration adjustments                   (5,566)                               (2,290)                               (3,276)                                                              -            (5,566)

    Distributions from non-consolidated affiliates **                    577                                    334                                    243                                                             150                 727

    Other items, net ***                                                   -                                     -                                     -                                                          8,795               8,795


    Adjusted EBITDA *                                               $168,642                               $138,112                                $30,530                                                       $(36,529)           $132,113

    margin                                                             17.4%                                 17.2%                                 18.7%                                                                             13.7%


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

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

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



                                                                                               SCHEDULE 6


                                                                                           MDC PARTNERS INC.

                                                                    UNAUDITED ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

                                                                                             (US$ in 000s)



                                                                                                                            Three Months Ended September 30,                         Nine Months Ended September 30,
                                                                                                                            --------------------------------                         -------------------------------

                                                                                                                                        2016                    2015                                2016                    2015
                                                                                                                                        ----                    ----                                ----                    ----

    Adjusted EBITDA (1)                                                                                                              $46,262                 $53,473                            $120,974                $132,113

    Net income attributable to the noncontrolling interests                                                                          (1,059)                (2,122)                            (3,172)                (7,343)

    Capital expenditures, net (2)                                                                                                    (6,027)                (6,902)                           (18,604)               (16,014)

    Cash taxes                                                                                                                       (1,991)                  (685)                            (2,798)                (1,400)

    Cash interest, net & other (3)                                                                                                  (15,470)               (12,879)                           (45,689)               (38,423)
                                                                                                                                     -------                 -------                             -------                 -------


    Adjusted EBITDA Available for General Capital Purposes (4)                                                                       $21,715                 $30,885                             $50,711                 $68,933
                                                                                                                                     =======                 =======                             =======                 =======





    (1) Adjusted EBITDA is a non GAAP measure.  See schedules 2 through 5 for a reconciliation of Net income (loss) to Adjusted EBITDA.

    (2) Capital expenditures, net represents capital expenditures net of landlord reimbursements.  See Schedule 9 for reconciliation of amounts.

    (3) Cash interest, net & other represents the cash interest paid for our borrowings, less interest income, adjusted for the quarterly accrual of cash interest under our Senior Notes.  See Schedule 9 for reconciliation of amounts.

    (4) Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives.



                                                         SCHEDULE 7


                                                     MDC PARTNERS INC.

                                           UNAUDITED CONSOLIDATED BALANCE SHEETS

                                                       (US$ in 000s)



                                                          September 30,              December 31,

                                                                                2016                    2015
                                                                                ----                    ----



    Assets

    Current Assets:

    Cash and cash equivalents                                                $21,735                 $61,458

    Cash held in trusts                                                        5,268                   5,122

    Accounts receivable, net                                                 419,355                 361,044

    Expenditures billable to clients                                          40,615                  44,012

    Other current assets                                                      53,872                  37,109
                                                                              ------                  ------

    Total Current Assets                                                     540,845                 508,745


    Fixed assets, net                                                         73,868                  63,557

    Investment in non-consolidated
     affiliates                                                                5,159                   6,263

    Goodwill                                                                 868,483                 870,301

    Other intangible assets, net                                              92,975                  72,382

    Deferred tax assets                                                       21,774                  15,367

    Other assets                                                              39,208                  41,010
                                                                              ------                  ------

    Total Assets                                                          $1,642,312              $1,577,625
                                                                          ==========              ==========



    Liabilities, Redeemable Noncontrolling
     Interests and Shareholders' Deficit

    Current Liabilities:

    Accounts payable                                                        $331,330                $359,568

    Trust liability                                                            5,268                   5,122

    Accruals and other liabilities                                           255,282                 297,964

    Advance billings                                                         148,352                 119,100

    Current portion of long-term debt                                            260                     470

    Current portion of deferred
     acquisition consideration                                               119,506                 130,400
                                                                             -------                 -------

    Total Current Liabilities                                                859,998                 912,624


    Long-term debt, less current portion                                     951,187                 728,413

    Long-term portion of deferred
     acquisition consideration                                               123,591                 216,704

    Other liabilities                                                         52,293                  44,905

    Deferred tax liabilities                                                 106,950                  92,581

    Total Liabilities                                                      2,094,019               1,995,227
                                                                           ---------               ---------


    Redeemable Noncontrolling Interests                                       60,174                  69,471
                                                                              ------                  ------


    Shareholders' Deficit

    Common shares                                                            315,369                 269,842

    Shares to be issued                                                        2,360                       -

    Charges in excess of capital                                           (310,273)              (315,261)

    Accumulated deficit                                                    (582,640)              (526,990)

    Accumulated other comprehensive income
     (loss)                                                                  (3,406)                  6,257
                                                                              ------                   -----

    MDC Partners Inc. Shareholders'
     Deficit                                                               (578,590)              (566,152)

    Noncontrolling Interests                                                  66,709                  79,079
                                                                              ------                  ------

    Total Shareholders' Deficit                                            (511,881)              (487,073)
                                                                            --------                --------


    Total Liabilities, Redeemable
     Noncontrolling

       Interests and Shareholders' Deficit                                $1,642,312              $1,577,625
                                                                          ==========              ==========



                                   SCHEDULE 8


                               MDC PARTNERS INC.

                        UNAUDITED SUMMARY CASH FLOW DATA

                                 (US$ in 000s)



                       Nine Months Ended September 30,
                       -------------------------------

                                                          2016       2015
                                                          ----       ----


    Cash flows used in
     continuing
     operating
     activities                                      $(58,919)  $(9,147)

    Discontinued
     operations                                              -   (1,342)
                                                           ---

    Net cash used in
     operating
     activities                                       (58,919)  (10,489)
                                                       -------    -------


    Cash flows used in
     continuing
     investing
     activities                                       (14,663)  (42,723)

    Discontinued
     operations                                              -    17,101
                                                           ---    ------

    Net cash used in
     investing
     activities                                       (14,663)  (25,622)
                                                       -------    -------


    Cash flows
     provided by (used
     in) continuing
     financing
     activities                                         32,663   (63,633)

      Discontinued
       operations                                            -      (40)
                                                           ---       ---

    Net cash provided
     by (used in)
     financing
     activities                                         32,663   (63,673)
                                                        ------    -------


    Effect of exchange
     rate changes on
     cash and cash
     equivalents                                         1,196      2,194
                                                         -----      -----


    Net decrease in
     cash and cash
     equivalents                                     $(39,723) $(97,590)
                                                      ========   ========




                                                                                                                 SCHEDULE 9


                                                                                                             MDC PARTNERS INC.

                                                                                        UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

                                                                                                               (US$ in 000s)



                                                                                2015                                                2016
                                                                                ----                                                ----

                                                           Q1            Q2                Q3                             Q4                         FY               Q1                 Q2                  Q3                   YTD
                                                           ---           ---               ---                            ---                       ---               ---                ---                 ---                  ---

    OTHER ITEMS, NET

    SEC investigation and class action litigation expenses        $5,762         $3,882               $2,722                          $1,340                  $13,706             $1,486              $1,359                 $767                $3,612

    D&O insurance proceeds                                             -             -                   -                        (1,000)                 (1,000)                 -            (1,107)             (3,230)              (4,337)

    CEO repayment for certain perquisites and expenses                 -       (8,600)             (1,877)                          (808)                (11,285)                 -                  -                   -                    -

    CEO and CAO termination related expenses                           -             -               6,906                               -                   6,906                  -                  -                   -                    -

    Total other items, net                                        $5,762       $(4,718)              $7,751                          $(468)                  $8,327             $1,486                $252             $(2,463)               $(725)
                                                                  ======        =======               ======                           =====                   ======             ======                ====              =======                 =====



                                                                                2015                                                2016
                                                                                ----                                                ----

                                                           Q1            Q2                Q3                             Q4                         FY               Q1                 Q2                  Q3                   YTD
                                                           ---           ---               ---                            ---                       ---               ---                ---                 ---                  ---

    CAPITAL EXPENDITURES, NET

    Capital expenditures                                        $(5,656)      $(3,848)            $(8,161)                       $(5,910)               $(23,575)          $(5,539)           $(7,909)            $(6,275)            $(19,723)

    Landlord reimbursements                                          356             36                1,259                             805                    2,456                  -                871                  248                 1,119

    Total capital expenditures, net                             $(5,300)      $(3,812)            $(6,902)                       $(5,105)               $(21,119)          $(5,539)           $(7,038)            $(6,027)            $(18,604)
                                                                 =======        =======              =======                         =======                 ========            =======             =======              =======              ========



                                                                                2015                                                2016
                                                                                ----                                                ----

                                                           Q1            Q2                Q3                             Q4                         FY               Q1                 Q2                  Q3                   YTD
                                                           ---           ---               ---                            ---                       ---               ---                ---                 ---                  ---

    CASH INTEREST, NET & OTHER

    Cash interest paid                                            $(367)     $(25,401)              $(590)                      $(26,308)               $(52,666)         $(25,703)           $(1,212)            $(1,063)            $(27,978)

    Bond interest accrual adjustment                            (12,403)        12,403             (12,403)                         12,403                        -            11,995            (15,680)            (14,625)             (18,310)

    Adjusted cash interest paid                                 (12,770)      (12,998)            (12,993)                       (13,905)                (52,666)          (13,708)           (16,892)            (15,688)             (46,288)

    Interest income                                                  119            105                  114                             129                      467                178                 203                  218                   599

    Other                                                              -             -                   -                              -                       -                 -                  -                   -                    -

    Total cash interest, net & other                           $(12,651)     $(12,893)           $(12,879)                      $(13,776)               $(52,199)         $(13,530)          $(16,689)           $(15,470)            $(45,689)
                                                                ========       ========             ========                        ========                 ========           ========            ========             ========              ========

CONTACT:
Matt Chesler, CFA
VP, Investor Relations
646-412-6877
mchesler@mdc-partners.com

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SOURCE MDC Partners Inc.