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COMPLETION OF CEO SEARCH AND STRATEGIC REVIEW:
FOURTH QUARTER 2018 HIGHLIGHTS:
FULL YEAR 2018 HIGHLIGHTS:
New York, NY, March 15, 2019 (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three and twelve months ended December 31, 2018.
David Doft, Chief Financial Officer of MDC Partners, said, “We are very pleased to welcome Mark Penn as our new CEO and The Stagwell Group as a strategic investor. The capital invested by Stagwell will provide the Company with greater resources to invest behind its growth strategy while at the same time bolstering its balance sheet to the benefit of shareholders. Stagwell’s investment at a premium to our current stock price illustrates the underlying value of our business, their confidence in our agencies and people as well as a clear view of the growth opportunities ahead.”
“We made important strides in strengthening our business in 2018, including the fourth quarter, in which we delivered our highest level of net new business wins in two years. The streamlining of costs and refocusing of go-to-market strategies across several of our agencies also sets the Company up for improved performance in 2019.”
Mark Penn Named CEO; The Stagwell Group Invests $100 million
The Company announced today that it has entered into an agreement with The Stagwell Group (“Stagwell”) pursuant to which Stagwell, a media investment fund, has invested $100 million in MDC Partners through the purchase of $50 million in MDC common shares and $50 million non-voting convertible preference shares. In connection with the closing of the transaction, industry veteran Mark Penn will join MDC Partners as Chief Executive Officer and as a member of its Board of Directors.
“I have admired MDC for a long time and believe wholeheartedly in its mission,” said Mr. Penn. “MDC is home to some of the world’s best creative and strategic talent; strategists with a deep understanding of the way technology and media solutions address the needs of today’s modern marketer. Its agencies share a healthy entrepreneurial culture and the network as a whole is steeped in untapped potential. I am eager to begin applying not only our investment and resources, but also a plan based on my expertise, towards growth and the creation of significant value for our shareholders.”
The Stagwell Group has purchased 14,285,714 Class A shares of the Company (the “Class A Shares”) for $50 million, or $3.50 per share, which represents an 18% premium to the 30-day average closing price of $2.96 per share. In addition, the Stagwell Group has purchased $50 million of convertible preferred shares with a $5.00 conversion price (the “Preference Shares”). Following the transaction, the Stagwell Group owns approximately 19.5% of the outstanding common equity of the Company. Assuming the full conversion of the Preference Shares into the Company’s Class A shares, the Stagwell Group will own approximately 29.2% of the outstanding equity of the Company. Assuming conversion of both the Stagwell Group Preference Shares and the currently outstanding Goldman Sachs preference shares which were issued in 2017, the Stagwell Group will own approximately 24.8% of the outstanding equity of the Company. The Preference Shares have a liquidation preference that accretes at a rate of 8.0% per annum, compounded quarterly until conversion on the five-year anniversary of the issuance date of the Preference Shares.
MDC Partners expects to use the net proceeds from the investment to pay down existing debt under the Company’s credit facility and for general corporate purposes.
Sale of Kingsdale
The Company also announced today that it has sold its interest in shareholder advisory and proxy solicitation firm Kingsdale Advisors to Kingsdale Executive Chairman and Founder, Wes Hall, in exchange for cash plus the assumption of certain liabilities totaling approximately $50 million in aggregate. MDC Partners will continue its engagement of Kingsdale as its proxy solicitation advisor.
On March 12, 2019, MDC Partners and Maxxcom Inc. (a subsidiary of the Company) and each of their subsidiary parties entered into an amendment (the “Amendment”) to the existing senior secured revolving credit facility, dated as of May 3, 2016 with Wells Fargo Bank. The Amendment provides financial covenant relief by increasing the total leverage ratio applicable on each testing date after the Amendment Effective Date through the period ending December 31, 2020 from 5.5:1.0 to 6.25:1.0. The total leverage ratio applicable on each testing date after December 31, 2020 will revert to 5.5:1.0. The Amendment also provides, the modification of certain restrictive covenants in the Credit Agreement to provide the Company with increased flexibility regarding the ability to repurchase outstanding debt and/or notes.
Pursuant to its rights under the credit facility, the Company has elected to reduce the aggregate maximum amount of revolving commitments provided by the lenders under the credit facility to $250 million.
Adoption of ASC 606
Effective January 1, 2018, we adopted ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606). In accordance with the new revenue accounting standard, we were required to change certain aspects of our accounting policy as it relates to performance incentives, non-refundable retainer fees, and certain third-party pass-through and out-of-pocket costs. ASC 606 was applied using the modified retrospective method, with the cumulative effect of the initial adoption being recognized as an adjustment to opening retained earnings at January 1, 2018 for contracts that were not completed as of that date, and with all subsequent periods reported under the new policy. Comparative prior periods have not been restated and continue to be reported under the historical accounting standards and policies in effect for those periods.
As a result of the adoption of ASC 606, our fourth quarter and year-to-date 2018 financial performance is not directly comparable with last year. We have therefore provided additional disclosure to assist investors in reconciling the two accounting standards, including updating the definition of the Non-GAAP metric Organic Revenue to exclude the impact of the change in accounting standard and providing additional schedules which show the impact of the adoption of ASC 606 on our GAAP and Non-GAAP performance metrics. See schedules 2 and 3.
Fourth Quarter and Full Year 2018 Financial Results
Revenue for the fourth quarter of 2018 was $393.7 million, a decline of 2.3%, compared to $402.7 million for the fourth quarter of 2017. The decline in revenue was primarily due to the adoption of ASC 606, which reduced revenue by $12.5 million, or 3.1%. Excluding the impact of ASC 606, revenue was $406.1 million, an increase of 0.8% versus a year ago. The effect of foreign exchange was negative 1.2%, the impact of non-GAAP acquisitions (dispositions), net was positive 2.4%, and organic revenue declined 0.3%. There was a positive 305 basis-point impact on organic revenue growth from billable pass-through costs incurred on clients’ behalf from certain of our partner firms acting as principal. Net New Business wins for the fourth quarter of 2018 totaled $26.4 million.
Net loss attributable to MDC Partners common shareholders for the fourth quarter of 2018 was $83.7 million versus net income of $187.4 million for the fourth quarter of 2017. Excluding the impact of ASC 606, net loss attributable to MDC Partners common shareholders was $84.5 million. The net loss is largely attributable to a goodwill and other asset impairment charge of $56.7 million and the recognition of a valuation allowance resulting in income tax expense on the pretax loss. Diluted loss per share attributable to MDC Partners common shareholders for the fourth quarter of 2018 was a loss of $1.46 versus diluted income per share of $3.30 for the fourth quarter of 2017. The impact of the adoption of ASC 606 was a reduction in net loss attributable to MDC Partners common shareholders of $0.8 million, or $0.02 per share.
Adjusted EBITDA for the fourth quarter of 2018 was $52.0 million versus $66.8 million for the fourth quarter of 2017. The impact of the adoption of ASC 606 was $1.8 million. Excluding the impact of the adoption of ASC 606, Adjusted EBITDA was $50.1 million with margins of 12.3%. (see schedules 4 and 10).
Revenue for the twelve months of 2018 was $1.48 billion, a decline of 2.5%, compared to $1.51 billion for the twelve months of 2017. The decline in revenue was primarily due the adoption of ASC 606, which reduced revenue by $51.6 million, or 3.4%. Excluding the impact of ASC 606, revenue was $1.53 billion, an increase of 0.9% versus a year ago. The impact of non-GAAP acquisitions (dispositions), net was positive 0.9%, and organic revenue increase was 0.1%. Organic revenue growth was favorably impacted by 203 basis points from increased billable pass-through costs incurred on clients’ behalf from certain of our partner firms acting as principal. Net New Business wins for the twelve months of 2018 totaled $76.1 million.
Net loss attributable to MDC Partners common shareholders for the twelve months of 2018 was $132.1 million versus income of $205.6 million for the twelve months of 2017. Excluding the impact of ASC 606, net loss attributable to MDC Partners common shareholders was $139.0 million. The net loss is largely attributable to the decline in revenue, a goodwill and other asset impairment charge of $80.1 million, a foreign exchange loss of $23.3 million and from the recognition of a valuation allowance resulting in income tax expense on the pretax loss. Diluted loss per share attributable to MDC Partners common shareholders for the twelve months of 2018 was $2.31 versus diluted income per share of $3.71 for the twelve months of 2017. The impact of the adoption of ASC 606 was a reduction in net loss attributable to MDC Partners common shareholders of $6.9 million, or $0.12 per share.
Adjusted EBITDA for the twelve months of 2018 was $162.6 million versus $203.5 million for the twelve months of 2017. The impact of the adoption of ASC 606 was $10.7 million. Excluding the impact of the adoption of ASC 606, Adjusted EBITDA was $151.8 million with margins of 9.9%.
Management will host a conference call on Friday, March 15, 2019, at 8:30 a.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 at www.mdc-partners.com and may be referred to during the conference call.
A recording of the conference call will be available one hour after the call until 12:00 a.m. (ET), March 22, 2019, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10129581), or by visiting our website at www.mdc-partners.com.
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world’s most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.
Non-GAAP Financial Measures
In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company’s results. Such non-GAAP financial measures include the following:
(1) Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth, excluding the impact of adopting ASC 606. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms which the Company has held throughout each of the comparable periods presented, and (b) “non-GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: Adjusted EBITDA is a non-GAAP measure that represents operating profit plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.
(4) Covenant EBITDA: Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. We believe that the presentation of Covenant EBITDA is appropriate as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. In addition, the presentation of Covenant EBITDA provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Agreement.
Included in this earnings release are tables reconciling MDC Partners’ reported results to arrive at certain of these non-GAAP financial measures.
This press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company’s Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.
Sloane & Company