Stagwell Inc - Quarter Report: 2013 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 001-13178

MDC Partners Inc.

(Exact name of registrant as specified in its charter)

Canada		98-0364441
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

745 Fifth Avenue New York, New York		10151
(Address of principal executive offices)		(Zip Code)

(646) 429-1800

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer; a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ¨	Accelerated filer x
Non-accelerated Filer ¨ (Do not check if a smaller reporting company.)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The numbers of shares outstanding as of October 25, 2013 were: 32,368,059 Class A subordinate voting shares and 2,503 Class B multiple voting shares.

Website Access to Company Reports

MDC Partners Inc.’s internet website address is www.mdc-partners.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the Securities and Exchange Commission. The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this quarterly report on Form 10-Q.

MDC PARTNERS INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2013 and 2012	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three and Nine Months Ended September 30, 2013 and 2012	4
	Condensed Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2013 and 2012	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) for the Nine Months Ended September 30, 2013	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	50

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	51
Signatures		52

	2

Item 1. Financial Statements

MDC PARTNERS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(thousands of United States dollars, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Revenue:
Services	$	288,907	$	265,855	$	842,520	$	771,940
Operating Expenses:
Cost of services sold		189,219		179,069		556,777		540,109
Office and general expenses		88,976		72,342		217,535		204,987
Depreciation and amortization		9,476		12,245		28,455		35,615
		287,671		263,656		802,767		780,711
Operating profit (loss)		1,236		2,199		39,753		(8,771)
Other Income (Expense):
Other, net		1,733		(432)		1,549		(1,241)
Interest expense and finance charges		(10,589)		(11,594)		(33,392)		(34,420)
Loss on redemption of notes		—		—		(55,588)		—
Interest income		37		109		202		257
		(8,819)		(11,917)		(87,229)		(35,404)
Loss from continuing operations before income taxes, equity in affiliates		(7,583)		(9,718)		(47,476)		(44,175)
Income tax expense (benefit)		4,334		2,207		(8,189)		6,014
Loss from continuing operations before equity in non-consolidated affiliates		(11,917)		(11,925)		(39,287)		(50,189)
Equity in earnings of non-consolidated affiliates		73		93		196		399
Loss from continuing operations		(11,844)		(11,832)		(39,091)		(49,790)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes		(7,446)		(1,352)		(11,041)		(5,942)
Net loss		(19,290)		(13,184)		(50,132)		(55,732)

Net income attributable to the noncontrolling interests		(1,910)		(1,312)		(4,410)		(5,159)

Net loss attributable to MDC Partners Inc.	$	(21,200)	$	(14,496)	$	(54,542)	$	(60,891)

Loss Per Common Share:
Basic and Diluted:
Loss from continuing operations attributable to MDC Partners Inc. common shareholders	$	(0.44)	$	(0.42)	$	(1.39)	$	(1.80)
Discontinued operations attributable to MDC Partners Inc. common shareholders		(0.24)		(0.05)		(0.35)		(0.19)
Loss attributable to MDC Partners Inc. common shareholders	$	(0.68)	$	(0.47)	$	(1.74)	$	(1.99)

Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		31,470,466		31,051,561		31,368,629		30,606,146

Non cash stock based compensation expense is included in the following line items above:
Cost of services sold	$	1,656	$	1,915	$	4,952	$	2,346
Office and general expenses		25,779		3,218		31,738		24,024
Total	$	27,435	$	5,133	$	36,690	$	26,370

See notes to the unaudited condensed consolidated financial statements.

	3

MDC PARTNERS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(thousands of United States dollars)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Comprehensive loss:
Net loss	$	(19,290)	$	(13,184)	$	(50,132)	$	(55,732)

Other comprehensive income (loss):
Foreign currency translation adjustment		757		3,208		(857)		3,735
Comprehensive loss		(18,533)		(9,976)		(50,989)		(51,997)
Comprehensive loss attributable to noncontrolling interest		(1,929)		(1,312)		(4,404)		(4,420)
Comprehensive loss attributable to MDC Partners Inc.	$	(20,462)	$	(11,288)	$	(55,393)	$	(56,417)

See notes to the unaudited condensed consolidated financial statements.

	4

MDC PARTNERS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(thousands of United States dollars)

	September 30, 2013		December 31, 2012
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	63,312	$	60,330
Accounts receivable, less allowance for doubtful accounts of $1,912 and $1,581		331,760		326,087
Expenditures billable to clients		69,863		58,842
Other current assets		22,629		16,892
Total Current Assets		487,564		462,151
Fixed assets, at cost, less accumulated depreciation of $124,884 and $115,792		51,942		52,914
Investment in non-consolidated affiliates		196		—
Goodwill		711,336		720,071
Other intangibles assets, net		50,809		63,243
Deferred tax asset		18,775		9,332
Other assets		45,065		37,234

Total Assets	$	1,365,687	$	1,344,945
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND DEFICIT
Current Liabilities:
Accounts payable	$	213,016	$	356,847
Accruals and other liabilities		286,101		93,895
Advance billings		154,886		131,908
Current portion of long-term debt		784		1,858
Current portion of deferred acquisition consideration		43,872		104,325
Total Current Liabilities		698,659		688,833
Long-term debt		550,489		429,845
Long-term portion of deferred acquisition consideration		58,882		92,121
Other liabilities		44,024		47,985
Deferred tax liabilities		53,730		53,018

Total Liabilities		1,405,784		1,311,802

Redeemable Noncontrolling Interests (Note 2)		138,623		117,953
Commitments, contingencies and guarantees (Note 11)
Shareholders’ Deficit:
Preferred shares, unlimited authorized, none issued		—		—
Class A Shares, no par value, unlimited authorized, 31,465,723 and 31,074,168 shares issued and outstanding in 2013 and 2012		255,011		253,869
Class B Shares, no par value, unlimited authorized, 2,503 shares issued and outstanding in 2013 and 2012, each convertible into one Class A share		1		1
Shares to be issued, 28,000 shares		424		424
Charges in excess of capital		(96,553)		(72,913)
Accumulated deficit		(371,255)		(316,713)
Stock subscription receivable		(55)		(55)
Accumulated other comprehensive loss		(8,296)		(7,445)

MDC Partners Inc. Shareholders’ Deficit		(220,723)		(142,832)
Noncontrolling Interests		42,003		58,022
Total Deficit		(178,720)		(84,810)
Total Liabilities, Redeemable Noncontrolling Interests and Deficit	$	1,365,687	$	1,344,945

See notes to the unaudited condensed consolidated financial statements.

	5

MDC PARTNERS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(thousands of United States dollars)

	Nine Months Ended September 30,
	2013		2012
Cash flows from operating activities:
Net loss	$	(50,132)	$	(55,732)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes		(11,041)		(5,942)
Loss from continuing operations		(39,091)		(49,790)
Adjustments to reconcile net loss from continuing operations to cash provided by operating activities:
Non-cash stock-based compensation		36,690		26,370
Depreciation		14,037		13,770
Amortization of intangibles		14,418		21,845
Amortization of deferred finance charges and debt discount		7,045		1,698
Loss on redemption of notes		50,385		—
Adjustment to deferred acquisition consideration		5,577		20,369
Loss on disposition of assets		—		1
Deferred income taxes (benefits)		(8,736)		4,626
Earnings of non-consolidated affiliates		(196)		(399)
Distributions in excess of carrying value		(3,058)		—
Other non-current assets and liabilities		(8,900)		1,215
Foreign exchange		1,258		1,088
Changes in working capital:
Accounts receivable		(5,106)		(17,476)
Expenditures billable to clients		(11,021)		(10,863)
Prepaid expenses and other current assets		(2,298)		(4,505)
Accounts payable, accruals and other liabilities		39,183		14,044
Advance billings		22,978		(2,641)
Cash flows provided by continuing operating activities		113,165		19,352
Discontinued operations		(7,814)		(3,546)
Net cash provided by operating activities		105,351		15,806
Cash flows from investing activities:
Capital expenditures		(13,976)		(14,279)
Acquisitions, net of cash acquired		(510)		31,106
Proceeds from sale of assets		209		40
Other investments		(2,198)		(1,687)
Profit distributions from affiliates		3,244		542
Cash flows provided by (used in) continuing investing activities		(13,231)		15,722
Discontinued operations		(11)		(1,949)
Net cash provided by (used in) investing activities		(13,242)		13,773
Cash flows from financing activities:
Proceeds from issuance of 6.75% Notes		550,000		—
Repayment of 11% notes		(425,000)		—
Other		561		—
Payments of revolving credit agreement		—		86,488
Acquisition related payments		(111,396)		(56,521)
Repayment of long-term debt		(1,428)		(457)
Purchase of shares		(5,011)		(3,002)
Premium paid on redemption of notes		(50,385)		—
Deferred financing costs		(15,971)		(191)
Distributions to noncontrolling partners		(4,822)		(7,083)
Bank overdrafts		(10,956)		29,210
Payment of dividends		(14,496)		(13,329)
Proceeds from exercise of options		—		28
Net cash provided by (used in) financing activities		(88,904)		35,143
Effect of exchange rate changes on cash and cash equivalents		(223)		(19)
Net increase in cash and cash equivalents		2,982		64,703
Cash and cash equivalents at beginning of period		60,330		8,096
Cash and cash equivalents at end of period	$	63,312	$	72,799
Supplemental disclosures:
Cash income taxes paid	$	555	$	919
Cash interest paid	$	18,781	$	20,833
Non-cash transactions:
Capital leases	$	203	$	397
Dividends payable	$	1,214	$	853

See notes to the unaudited condensed consolidated financial statements.

	6

MDC PARTNERS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(thousands of United States dollars)

	Common Stock						Share Capital to Be Issued					Charges in				Stock		Accumulated Other		MDC Partners Inc.
	Class A			Class B						Additional		Excess of		Accumulated		Subscription		Comprehensive		Shareholders'		Noncontrolling		Total
	Shares	Amount		Shares	Amount		Shares	Amount		Paid in Capital		Capital		Deficit		Receivable		Loss		Equity (Deficit)		Interests		Deficit
Balance at December 31, 2012	31,074,168	$	253,869	2,503	$	1	28,000	$	424	$	-	$	(72,913)	$	(316,713)	$	(55)	$	(7,445)	$	(142,832)	$	58,022	$	(84,810)
Net loss attributable to MDC Partners	-		-	-		-	-		-		-		-		(54,542)		-		-		(54,542)		-		(54,542)
Other Comprehensive income (loss)	-		-	-		-	-		-		-		-		-		-		(851)		(851)		(6)		(857)
Stock Appreciation Rights Exercised	147,589		387	-		-	-		-		(387)		-		-		-		-		-		-		-
Issuance of restricted stock	416,151		5,766	-		-	-		-		(5,766)		-		-		-		-		-		-		-
Shares acquired and cancelled	(172,185)		(5,011)	-		-	-		-		-		-		-		-		-		(5,011)		-		(5,011)
Stock-based compensation	-		-	-		-	-		-		10,349		-		-		-		-		10,349		-		10,349
Changes in redemption value of redeemable noncontrolling interests	-		-	-		-	-		-		(25,009)		-		-		-		-		(25,009)		-		(25,009)
Increase in noncontrolling interests from business combinations	-		-	-		-	-		-		11,347		-		-		-		-		11,347		(16,013)		(4,666)
Dividends paid and to be paid	-		-	-		-	-		-		(14,735)		-		-		-		-		(14,735)		-		(14,735)
Other	-		-	-		-	-		-		561		-		-		-		-		561		-		561
Transfer to charges in excess of capital	-		-	-		-	-		-		23,640		(23,640)		-		-		-		-		-		-
Balance at September 30, 2013	31,465,723	$	255,011	2,503	$	1	28,000	$	424	$	-	$	(96,553)	$	(371,255)	$	(55)	$	(8,296)	$	(220,723)	$	42,003	$	(178,720)

See notes to the unaudited condensed consolidated financial statements.

	7

MDC PARTNERS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(thousands of United States dollars, unless otherwise stated)

Basis of Presentation

MDC Partners Inc. (the “Company”) has prepared the unaudited condensed consolidated interim financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America (“US GAAP”) have been condensed or omitted pursuant to these rules.

The accompanying financial statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management are necessary for a fair presentation, in all material respects, of the information contained therein. Results of operations for interim periods are not necessarily indicative of annual results.

These statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2012.

All periods have been restated to reflect the discontinued operations. See Note 6.

Significant Accounting Policies

The Company’s significant accounting policies are summarized as follows:

Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, valuation allowances for receivables and deferred tax assets, and the reported amounts of revenue and expenses during the reporting period. The estimates are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Fair Value. The Company applies the fair value measurement guidance of Codification Topic 820, Fair Value Measurements and Disclosure for financial assets and liabilities that are required to be measured at fair value and for nonfinancial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy:

	•	Level 1 — Quoted prices for identical instruments in active markets.

	•	Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable.

	•	Level 3 — Instruments where significant value drivers are unobservable to third parties.

When available, quoted market prices are used to determine the fair value of our financial instruments and classify such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and classify such items in Level 2.

Concentration of Credit Risk. The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk; the Company did not have a client that accounted for more than 10% of the Company’s consolidated accounts receivable at September 30, 2013 or December 31, 2012. Furthermore, the Company did not have a client that accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2013 or for the three and nine months ended September 30, 2012.

	8

Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration risk in that there are cash deposits in excess of federally insured amounts. Included in cash and cash equivalents at September 30, 2013 and December 31, 2012, is approximately $46 and $47, respectively, of cash restricted as to withdrawal pursuant to a collateral agreement and a customer’s contractual requirements.

Business Combinations. Valuation of acquired companies is based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company’s acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company’s clients. Consistent with the acquisition strategy and past practice of acquiring a majority ownership position, most acquisitions completed from 2009 to 2013 included an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent payments for these transactions, as well as certain acquisitions completed in prior years, are derived using the performance of the acquired entity and are based on pre-determined formulas. Contingent purchase price obligations for acquisitions completed prior to January 1, 2009 are accrued when the contingency is resolved and payment is certain. Contingent purchase price obligations related to acquisitions completed subsequent to December 31, 2008 are recorded as liabilities at estimated value and are remeasured at each reporting period and changes in estimated value are recorded in results of operations. For the three and nine months ended September 30, 2013, $718 and $5,400 of expense was recognized in operations related to changes in estimated value, respectively. For the three and nine months ended September 30, 2012, $13,631 and $20,126 of expense has been recorded in operations, respectively. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests is recorded as Redeemable Noncontrolling Interests. As of January 1, 2009, the Company expenses acquisition related costs in accordance with the Accounting Standard’s Codification’s guidance on acquisition accounting. For the three and nine months ended September 30, 2013, $427 and $1,438 of acquisition related costs have been charged to operations, respectively. For the three and nine months ended September 30, 2012, $811 and $2,481 of acquisition related costs have been charged to operations, respectively.

For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets that the Company acquires is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the Company’s existing client relationships. The expected benefits of the acquisitions are typically shared across multiple agencies and regions.

Redeemable Noncontrolling Interest. The minority interest shareholders of certain subsidiaries have the right to require the Company to acquire their ownership interest under certain circumstances pursuant to a contractual arrangement and the Company has similar call options under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary through the date of exercise, etc. as described in Note 11.

The Company has recorded its put options as mezzanine equity at their current estimated redemption amounts. The Company accrues changes in the redemption amounts over the period from the date of issuance to the earliest redemption date of the put options. The Company accounts for the put options with a charge to noncontrolling interests to reflect the excess, if any, of the estimated exercise price over the estimated fair value of the noncontrolling interest shares at the date of the option being exercised. For the three and nine months September 30, 2013 and 2012, there have been no charges to noncontrolling interests. Changes in the estimated redemption amounts of the put options are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings per share.

	9

The following table presents changes in Redeemable Noncontrolling Interests.

	September 30,		December 31,
	2013		2012
Beginning Balance	$	117,953	$	107,432
Redemptions		(3,811)		(16,712)
Granted		—		4,189
Changes in redemption value		25,009		22,912
Currency Translation Adjustments		(528)		132
Ending Balance	$	138,623	$	117,953

Variable Interest Entity. Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”), and has determined that this entity is a variable interest entity (“VIE”) and is consolidated for all periods subsequent to the date of investment. The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at MDC’s option. Doner is a full service integrated creative agency that is included as part of our portfolio in the Strategic Marketing Services Segment. The Company’s Credit Agreement is guaranteed and secured by all of Doner’s assets.

The Company has determined that it is the primary beneficiary because MDC receives a disproportionate share of profits and losses as compared to the Company’s ownership percentage. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at September 30, 2013 were $232,341 and $185,322, respectively.

Revenue Recognition. The Company’s revenue recognition policies are as required by the Revenue Recognition topics of the FASB Accounting Standards Codification, and accordingly, revenue is generally recognized as services are provided or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured. The Company follows the Revenue Arrangements with Multiple Deliverables topic of the FASB Accounting Standards Codification issued. This topic addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The Company recognizes revenue based on the relative selling price of each multiple deliverable when delivered. The Company also follows the topic of the FASB Accounting Standards Codification Reporting Revenue Gross as a Principal versus Net as an Agent. This issue summarizes the EITF’s views on when revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or the net amount retained because it has earned a fee or commission. The Company also follows Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred, for reimbursements received for out-of-pocket expenses. This issue summarizes the EITF’s views that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue.

The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses.

Non refundable retainer fees are generally recognized on a straight line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for certain service transactions, which require delivery of a number of service acts, the Company uses the Proportional Performance model, which generally results in revenue being recognized based on the straight-line method.

	10

2. Significant Accounting Policies – (continued)

Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings.

A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allows the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities.

Interest Expense. Interest expense primarily consists of the cost of borrowing on the revolving credit agreement and Senior Notes. The Company amortizes deferred financing costs using the effective interest method over the life of the Senior Notes and straight line over the life of the revolving credit agreement.

Income Taxes. The Company’s US operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of profits, while noncontrolling holders are responsible for taxes on their share of the profits. The Company currently has a fully reserved valuation allowance for its US net operating losses. During the three months ended September 30, 2013, the Company had taxable income non-US based entities resulting in tax expense for the period then ended. During the nine months ended September 30, 2013, the Company had losses in non-US based entities where a valuation allowance was not deemed necessary.

Stock-Based Compensation. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, which is the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration.

The Company uses its historical volatility derived over the expected term of the award, to determine the volatility factor used in determining the fair value of the award. The Company uses the “simplified” method to determine the term of the award due to the fact that historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

Stock-based awards that are settled in cash or may be settled in cash at the option of employees are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation prior to the settlement date are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee.

Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using both the Black-Scholes option pricing-model and a lattice based model (Monte Carlo) and is recorded in operating income over the service period that is the vesting period of the award. The lattice based model is used for awards which are subject to achieving stock performance targets.

	11

It is the Company’s policy for issuing shares upon the exercise of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and delivery of new shares to the exercising party.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met.

The Company treats benefits paid by shareholders or equity members to employees as a stock based compensation charge with a corresponding credit to additional paid-in-capital.

During the nine months ended September 30, 2013, the Company issued 469,224 restricted stock units (“RSUs”) to its employees and directors. The RSUs have an aggregate grant date fair value of $7,868 and generally vest on the third anniversary date with certain awards subjected to accelerated vesting based on the financial performance of the Company. In addition, during the nine months ended September 30, 2013, the Company issued 852,000 RSUs to employees following achievement of the stock price targets of the Company’s EVAR awards.

Included in non cash stock-based compensation expense for the quarter then ended September 30, 2013 is a charge of $22,180 representing the unusual potential settlement of a portion of the Company’s Stock Appreciation Rights (“SARS”) in cash, as the Company currently does not have sufficient shares available under its equity incentive plans to issue if these SARs were exercised at September 30, 2013. This liability will be marked to market at each reporting period and will vary based on the actual amounts of SARs remaining outstanding and actual number of shares available to settle the exercise of such SARs. These adjustments could be material in the future. See Subsequent Events Note 13.

A total of 801,519 Class A shares of restricted stock, granted to employees as equity incentive awards but not yet vested, have been excluded in the Company’s calculation of Class A shares outstanding as of September 30, 2013.

	12

Loss Per Common Share

The following table sets forth the computation of basic and diluted loss per common share from continuing operations.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Numerator
Numerator for basic loss per common share – loss from continuing operations	$	(11,844)	$	(11,832)	$	(39,091)	$	(49,790)
Net income attributable to the noncontrolling interests		(1,910)		(1,312)		(4,410)		(5,159)
Loss attributable to MDC Partners Inc. common shareholders from continuing operations		(13,754)		(13,144)		(43,501)		(54,949)
Effect of dilutive securities		—		—		—		—
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations	$	(13,754)	$	(13,144)	$	(43,501)	$	(54,949)
Denominator
Denominator for basic loss per common share – adjusted weighted shares		31,470,466		31,051,561		31,368,629		30,606,146
Effect of dilutive securities		—		—		—		—
Denominator for diluted loss per common share - adjusted weighted shares		31,470,466		31,051,561		31,368,629		30,606,146
Basic and diluted loss per common share from continuing operations attributable to MDC Partners Inc.	$	(0.44)	$	(0.42)	$	(1.39)	$	(1.80)

During the three and nine months ended September 30, 2013, options and other rights to purchase 3,698,058 shares of common stock, which includes 1,797,563 shares of non-vested restricted stock and restricted stock units, were outstanding and were not included in the computation of diluted income per common share because their effect would be antidilutive.

During the three and nine months ended September 30, 2012, options and other rights to purchase 4,073,502 shares of common stock, which includes 909,739 shares of non-vested restricted stock, were outstanding but were not included in the computation of diluted income per common share because their effect would be antidilutive.

	13

Acquisitions

Pro forma financial information has not been presented for the 2013 since there were no material acquisitions. During the nine months of 2013, the Company completed a number of step-up transactions to increase its equity ownership percentage in majority owned entities.

2012 Acquisitions

During 2012, the Company completed a number of transactions. Effective March 28, 2012, MDC invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and a convertible preferred interest that allows the Company to increase ordinary voting ownership to 70% at MDC’s option, at no additional cost to the Company. Doner is a full service integrated creative agency. In addition, the Company acquired a 70% interest in TargetCast LLC (“TargetCast”). TargetCast is a full service media agency that expands our media strategy and activation offerings. The Company acquired a 51% interest in Dotbox LLC (“Dotbox”), and subsequently acquired the remaining 49% of the equity interests in Dotbox, an e-commerce solution company. Doner and Dotbox were included in the Company’s Strategic Marketing Services segment, while TargetCast is included in the Company’s Performance Marketing Group segment. During the year, the Company also entered into various immaterial transactions with certain majority owned entities.

The aggregate purchase price for these transactions has an estimated present value at acquisition date of $99,299 and consisted of total closing cash payments of $23,471, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2012 to 2018 with final payments due in 2018 with an estimated present value at acquisition date of $67,812. During 2012, the Company paid $8,016 relating to a working capital payment. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $31,968 consisting primarily of customer lists and covenants not to compete, and goodwill of $113,404 representing the value of assembled workforce. The identified assets will be amortized over a five to ten year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $18,501 as the present value of noncontrolling interest. The intangibles and goodwill of $145,372 are tax deductible. In connection with the step transactions, the Company also recorded an entry of $197 to reduce short term noncontrolling interest included in accrued and other liabilities, decrease redeemable noncontrolling interest by $12,523 and an offset to additional paid-in-capital of $13,920.

Noncontrolling Interests

Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and nine months ended September 30 were as follows:

Net Loss Attributable to MDC Partners Inc. and

Transfers (to) from the Noncontrolling Interest

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net loss attributable to MDC Partners Inc.	$	(21,200)	$	(14,496)	$	(54,542)	$	(60,891)
Transfers to the noncontrolling interest:
Increase in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of Redeemable Noncontrolling Interests		—		5,263		—		2,023
Increase in MDC Partners Inc. paid-in capital from issuance of equity interest		1,531		—		11,347		—
Net transfers to noncontrolling interest	$	1,531	$	5,263	$	11,347	$	2,023
Change from net loss attributable to MDC Partners Inc. and transfers to noncontrolling interest	$	(19,669)	$	(9,233)	$	(43,195)	$	(58,868)

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Accruals and Other Liabilities

At September 30, 2013 and December 31, 2012, accruals and other liabilities included amounts due to noncontrolling interest holders, for their share of profits, which will be distributed within the next twelve months of $3,881 and $3,624, respectively.

At September 30, 2013, accruals and other liabilities include an accrual of $22,180 relating to the potential cash settlement of a portion of the Company’s SARs.

Changes in noncontrolling interest amounts included in accrued and other liabilities for the year ended December 31, 2012 and nine months ended September 30, 2013 were as follows:

	Noncontrolling Interests
Balance, December 31, 2011	$	4,049
Income attributable to noncontrolling interests		6,012
Distributions made		(7,673)
Cumulative translation adjustments		1,236
Balance, December 31, 2012	$	3,624
Income attributable to noncontrolling interests		4,410
Distributions made		(4,822)
Other (1)		706
Cumulative translation adjustments		(37)
Balance, September 30, 2013	$	3,881

(1)

Other primarily relates to step-up transactions and discontinued operations.

Discontinued Operations

In the third quarter of 2013, the Company discontinued a subsidiary and an operating division.

In 2012, the Company discontinued a subsidiary and certain operating divisions.

Included in discontinued operations in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 was the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Revenue	$	294	$	5,212	$	1,604	$	17,757

Operating loss	$	(981)	$	(1,518)	$	(2,947)	$	(6,949)

Other expense	$	(17)	$	(83)	$	(123)	$	(203)

Noncontrolling interest expense (recovery)		—		249		(53)		1,210

Loss on disposal		(6,448)		—		(7,918)		—

Net loss from discontinued operations attributable to MDC Partners Inc., net of taxes	$	(7,446)	$	(1,352)	$	(11,041)	$	(5,942)

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Debt

Debt consists of:

	September 30,		December 31,
	2013		2012

Revolving credit agreement	$	—	$	—
6.75% Senior Notes due 2020		550,000		—
11% Senior Notes due 2016		—		425,000
Original issue premium		—		4,193
Notes payable and other bank loans		443		1,385
		550,443		430,578
Obligations under capital leases		830		1,125
		551,273		431,703

Less current portion:		784		1,858
	$	550,489	$	429,845

MDC Financing Agreement and Senior Notes

Issuance of 6.75% Senior Notes

On March 20, 2013, MDC Partners Inc. (“MDC”) entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, MDC’s senior secured revolving credit agreement (the “Credit Agreement”), as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its 6.75% Senior Notes due 2020 (the 6.75% Notes”). The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes will mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537,600. The Company used the net proceeds to redeem all of the existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of notes of $55,588, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes.

The 6.75% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement. The 6.75% Notes are unsecured and unsubordinated obligations of MDC and rank (i) equally in right of payment with all of MDC’s or any Guarantor’s existing and future senior indebtedness, (ii) senior in right of payment to MDC’s or any Guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to all of MDC’s or any Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of MDC’s subsidiaries that are not Guarantors.

MDC may, at its option, redeem the 6.75% Notes in whole at any time or in part from time to time, on and after April 1, 2016 at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016, at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 and at a redemption price of 100% of the principal amount thereof if redeemed on April 1, 2018 and thereafter.

Prior to April 1, 2016, MDC may, at its option, redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to April 1, 2016, up to 35% of the 6.75% Notes with the proceeds from one or more equity offerings at a redemption price of 106.750% of the principal amount thereof.

If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.75% Notes may require MDC to repurchase any 6.75% Notes held by them at a price equal to 101% of the principal amount of the 6.75% Notes plus accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must offer to repurchase the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus accrued and unpaid interest.

The Indenture includes covenants that, among other things, restrict MDC’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 6.75% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provision.

	16

7. Debt – (continued)

Credit Agreement

On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated, $225 million senior secured revolving credit agreement due 2018 (the “Credit Agreement”) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement will be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement.

Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.25% in the case of Base Rate Loans and 2.00% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.

The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; impose limitations on dividends or other amounts from MDC’s subsidiaries; incur certain liens, sell or otherwise dispose of certain assets; enter into transactions with affiliates; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level. The Credit Agreement is also subject to customary events of default.

The Company is currently in compliance with all of the terms and conditions of its Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with the covenants over the next twelve months. At September 30, 2013, there were no borrowings under the Credit Agreement.

At September 30, 2013, the Company had issued $5,038 of undrawn outstanding Letters of Credit.

At September 30, 2013 and December 31, 2012, accounts payable included $18,380 and $29,336 of outstanding checks, respectively.

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Fair Value Measurements

Effective January 1, 2008, the Company adopted guidance regarding accounting for Fair Value Measurements, for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The statement indicates, among other things, that a fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

In order to increase consistency and comparability in fair value measurements, the guidance establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

	•	Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

	•	Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

	•	Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances.

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The following tables present certain information for our financial liabilities that is disclosed at fair value on a recurring basis at September 30, 2013 and December 31, 2012:

	Level 1				Level 1
	September 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
6.75% Notes due 2020	$	550,000	$	556,875	$	—	$	—
11% Notes due 2016	$	—	$	—	$	429,193	$	467,500

Our long term debt includes fixed rate debt. The fair value of this instrument is based on quoted market prices.

The following table presents changes in Deferred Acquisition Consideration.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	September 30,		December 31,
	2013		2012
Beginning Balance of contingent payments	$	194,795	$	129,759
Payments		(101,958)		(55,071)
Grants		5,405		63,972
Redemption value adjustments		6,891		55,737
Transfers (to) from fixed payments		(6,319)		159
Foreign translation adjustment		(443)		239
Ending Balance of contingent payments	$	98,371	$	194,795

In addition to the above amounts, there are fixed payments of $4,383 and $1,651 for total deferred acquisition consideration of $102,754 and $196,446, which reconciles to the consolidated financial statements at September 30, 2013 and December 31, 2012, respectively.

Level 3 payments relate to payments made for deferred acquisition consideration. Level 3 grants relate to contingent purchase price obligations related to acquisitions. The Company records the initial liability of the estimated present value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period, and, in some cases, the currency exchange rate of the date of payment. Level 3 redemption value adjustments relate to the remeasurement and change in these various contractual valuation formulas as well as adjustments of present value.

At September 30, 2013 and December 31, 2012, the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.

Other Income (Expense)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Other income (expense)	$	(2)	$	162	$	(304)	$	180
Distribution in excess of carrying value		—		—		3,058		—
Foreign currency gain (loss)		1,735		(575)		(1,205)		(1,420)
Loss on sale of assets		—		(19)		—		(1)
	$	1,733	$	(432)	$	1,549	$	(1,241)

	19

10.

Segment Information

The Company’s segment reporting is consistent with the current manner of how the Chief Operating Decision Maker (“CODM”) and the Board of Directors view the business. The Company is focused on expanding its capabilities in database marketing and data analytics in order to position the Company for future business development efforts and revenue growth.

In order to position this strategic focus along the lines of how the CODM and management will base their business decisions, the Company reports two segments. Decisions regarding allocation of resources are made and will be made based not only on the individual operating results of the subsidiaries but also on the overall performance of the reportable segments. These reportable segments are the aggregation of various reporting segments.

The Company reports in two segments plus corporate. The segments are as follows:

•

The Strategic Marketing Services segment consists of integrated marketing consulting services firms that offer a full complement of marketing, activation and consulting services including advertising and media, marketing communications including direct marketing, public relations, corporate communications, market research, corporate identity and branding, interactive marketing, and sales promotion. Each of the entities within the Strategic Marketing Services Group share similar economic characteristics, specifically related to the nature of their respective services, the manner in which the services are provided and the similarity of their respective customers. Due to the similarities in these businesses, they exhibit similar long term financial performance and have been aggregated together.

•

The Performance Marketing Services segment includes our firms that provide consumer insights and analytics to satisfy the growing need for targetable, measurable solutions or cost effective means of driving return on marketing investment. These services interface directly with the consumer of a client’s product or service. Such services include the design, development, research and implementation of consumer services, media planning and buying, and direct marketing initiatives. Each of the entities within the Performance Marketing Services Group share similar economic characteristics specifically related to the nature of their respective services, the manner in which the services are provided, and the similarity of their respective customers. Due to the similarities in these businesses, the services provided to the customer and they exhibit similar long term financial performance and have been aggregated together.

The significant accounting polices of these segments are the same as those described in the summary of significant accounting policies included in the notes to the consolidated financial statements. The Company continues to evaluate its Corporate Group and the services provided by the Corporate Group to the operating segments.

	20

Summary financial information concerning the Company’s operating segments is shown in the following tables:

Three Months Ended September 30, 2013

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	203,440	$	85,467	$	—	$	288,907

Cost of services sold		128,300		60,919		—		189,219

Office and general expenses		40,995		14,907		33,074		88,976

Depreciation and amortization		5,807		3,372		297		9,476

Operating Profit (Loss)		28,338		6,269		(33,371)		1,236

Other Income (Expense):
Other income, net								1,733
Interest expense, net								(10,552)

Loss from continuing operations before income taxes, equity in affiliates								(7,583)
Income tax expense								4,334

Loss from continuing operations before equity in affiliates								(11,917)
Equity in earnings of non-consolidated affiliates								73

Loss from continuing operations								(11,844)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(7,446)

Net loss								(19,290)

Net income attributable to the noncontrolling interests		(1,471)		(439)		—		(1,910)
Net loss attributable to MDC Partners Inc.							$	(21,200)

Non cash stock based compensation	$	1,835	$	646	$	24,954	$	27,435

Supplemental Segment Information:

Capital expenditures	$	2,613	$	844	$	908	$	4,365

	21

Three Months Ended September 30, 2012

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	176,209	$	89,646	$	—	$	265,855

Cost of services sold		112,280		66,789		—		179,069

Office and general expenses		47,754		18,300		6,288		72,342

Depreciation and amortization		7,754		4,161		330		12,245

Operating Profit (Loss)		8,421		396		(6,618)		2,199

Other Income (Expense):
Other expense, net								(432)
Interest expense, net								(11,485)

Loss from continuing operations before income taxes, equity in affiliates								(9,718)
Income tax expense								2,207

Loss from continuing operations before equity in affiliates								(11,925)
Equity in earnings of non-consolidated affiliates								93

Loss from continuing operations								(11,832)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(1,352)

Net loss								(13,184)

Net income attributable to the noncontrolling interests		(830)		(482)		—		(1,312)
Net loss attributable to MDC Partners Inc.							$	(14,496)

Non cash stock based compensation	$	2,769	$	2,009	$	355	$	5,133

Supplemental Segment Information:

Capital expenditures	$	2,596	$	2,105	$	61	$	4,762

	22

Nine Months Ended September 30, 2013

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	587,540	$	254,980	$	—	$	842,520

Cost of services sold		375,681		181,096		—		556,777

Office and general expenses		115,759		53,860		47,916		217,535

Depreciation and amortization		17,334		10,132		989		28,455

Operating Profit (Loss)		78,766		9,892		(48,905)		39,753

Other Income (Expense):
Other income, net								1,549
Interest expense, net								(88,778)

Loss from continuing operations before income taxes, equity in affiliates								(47,476)
Income tax benefit								(8,189)

Loss from continuing operations before equity in affiliates								(39,287)
Equity in earnings of non-consolidated affiliates								196

Loss from continuing operations								(39,091)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(11,041)

Net loss								(50,132)

Net income attributable to the noncontrolling interests		(3,578)		(832)		—		(4,410)
Net loss attributable to MDC Partners Inc.							$	(54,542)

Non cash stock based compensation	$	4,815	$	2,505	$	29,370	$	36,690

Supplemental Segment Information:

Capital expenditures	$	8,223	$	4,225	$	1,528	$	13,976

Goodwill and intangibles	$	520,408	$	241,737	$	—	$	762,145

Total assets	$	845,342	$	376,577	$	143,768	$	1,365,687

	23

Nine Months Ended September 30, 2012

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	519,209	$	252,731	$	—	$	771,940

Cost of services sold		353,145		186,964		—		540,109

Office and general expenses		121,281		52,510		31,196		204,987

Depreciation and amortization		21,602		13,006		1,007		35,615

Operating Profit (Loss)		23,181		251		(32,203)		(8,771)

Other Income (Expense):
Other expense, net								(1,241)
Interest expense, net								(34,163)

Loss from continuing operations before income taxes, equity in affiliates								(44,175)
Income tax expense								6,014

Loss from continuing operations before equity in affiliates								(50,189)
Equity in earnings of non-consolidated affiliates								399

Loss from continuing operations								(49,790)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(5,942)

Net loss								(55,732)

Net income attributable to the noncontrolling interests		(3,727)		(1,432)		—		(5,159)
Net loss attributable to MDC Partners Inc.							$	(60,891)

Non cash stock based compensation	$	6,602	$	5,587	$	14,181	$	26,370

Supplemental Segment Information:

Capital expenditures	$	7,705	$	6,326	$	248	$	14,279

Goodwill and intangibles	$	536,336	$	257,845	$	—	$	794,181

Total assets	$	812,320	$	404,705	$	134,716	$	1,351,741

	24

A summary of the Company’s revenue by geographic area, based on the location in which the services originated, is set forth in the following table:

	United States		Canada		Other		Total
Revenue
Three Months Ended September 30,
2013	$	237,259	$	34,129	$	17,519	$	288,907
2012	$	218,313	$	34,753	$	12,789	$	265,855
Nine Months Ended September 30,
2013	$	694,670	$	100,612	$	47,238	$	842,520
2012	$	626,019	$	109,475	$	36,446	$	771,940

11. Commitments, Contingencies and Guarantees

Deferred Acquisition Consideration. In addition to the consideration paid by the Company in respect of certain of its acquisitions at closing, additional consideration may be payable, or may be potentially payable based on the achievement of certain threshold levels of earnings. See Note 2 and Note 4.

Put Options. Owners of interests in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during the remainder of 2013 to 2019. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

The amount payable by the Company in the event such rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary during that period, and, in some cases, the currency exchange rate at the date of payment.

Management estimates, assuming that the subsidiaries owned by the Company at September 30, 2013, perform over the relevant future periods at their trailing twelve-months earnings levels, that these rights, if all exercised, could require the Company, in future periods, to pay an aggregate amount of approximately $15,337 to the owners of such rights to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $1,180 by the issuance of share capital. In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $123,291 only upon termination of such owner’s employment with the applicable subsidiary or death. Included in redeemable noncontrolling interests at September 30, 2013 is $138,628 of these put options because they are not within the control of the Company. The ultimate amount payable relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

Natural Disasters. Certain of the Company’s operations are located in regions of the United States and Caribbean which typically are subject to hurricanes. During the nine months ended September 30, 2013 and 2012, these operations did not incur any costs related to damages resulting from hurricanes.

Guarantees. The Company has provided customary representations and warranties whose terms range in duration and may not be explicitly defined. The Company has also retained certain liabilities for events occurring prior to sale, relating to tax, environmental, litigation and other matters. Generally, the Company has indemnified the purchasers in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years.

Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.

Commitments. The Company has commitments to fund $3,090 of investments. At September 30, 2013, the Company had issued $5,038 of undrawn outstanding letters of credit.

	25

12.New Accounting Pronouncements

On January 1, 2013, we adopted FASB Accounting Standards Update No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This standard provides an option for companies to use a qualitative approach to test indefinite-lived intangibles for impairment if certain conditions are met. If an entity concludes, based on qualitative factors, that it is more likely than not that a reporting unit's fair value is less than its carrying amount, then the entity is required to perform the existing two step quantitative impairment test. If based on this qualitative approach, impairment is not indicated, no further testing is required. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the two step quantitative impairment test. We perform our annual impairment test at the beginning of the fourth quarter of each year.

Effective January 1, 2013, we adopted FASB Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update, which was issued in February 2013, amended disclosure requirements for the presentation of comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The standard requires presentation (either in a single note or parenthetically on the face of the financial statements) of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, a cross reference to the related footnote for additional information will be required. During the nine months ended September 30, 2013 there were no significant amounts reclassified out of accumulated other comprehensive income, and accordingly, no additional disclosures were required.

In February 2013, the FASB issued Accounting Standards Update No 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This update will require an entity to record an obligation resulting from joint and several liability arrangements at the greater of the amount that the entity has agreed to pay or the amount the entity expects to pay. Additional disclosures about joint and several liability arrangements will also be required. This guidance is effective for the company beginning January 1, 2014, and is to be applied retrospectively for obligations that exist at the date of adoption. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations.

In March 2013, the FASB issued Accounting Standards Update No 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or an Investment in a Foreign Entity. This update addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for the company beginning on January 1, 2014. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations.

In July 2013, The FASB issued Accounting Standards Update No 2013-11, Income Taxes. This update will require an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or tax credit carryforward. The implementation of the amended accounting guidance will not have an impact on the presentation of our financial statements.

13.Subsequent Events

On October 28, 2013, the Company announced its intention to settle all of the Company’s outstanding SARs in cash. Accordingly, the Company will mark to market the estimated pay out of these SARs. As of September 30, 2013, the Company would have recorded an additional $42,151 of stock-based compensation for a total of $64,331. The actual amounts will be determined and charged in the fourth quarter.

During October 2013, the Company recorded a one time incentive charge of C$10,000 ($9,600) relating to the contractual achievement of the Company’s Class A share price averaging C$30 for 20 consecutive days.

	26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, references to the “Company” mean MDC Partners Inc. and its subsidiaries, and references to a fiscal year means the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2013 means the period beginning January 1, 2013, and ending December 31, 2013).

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”) of the United States of America (“US GAAP”). However, the Company has included certain non-US GAAP financial measures and ratios, which it believes provide useful information to both management and readers of this report in measuring the financial performance and financial condition of the Company. One such term is “organic revenue” which means growth in revenues from sources other than acquisitions or foreign exchange impacts. These measures do not have a standardized meaning prescribed by US GAAP and, therefore, may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to other titled measures determined in accordance with US GAAP.

The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2013 and 2012, and the financial condition of the Company as of September 30, 2013. This analysis should be read in conjunction with the interim condensed consolidated financial statements presented in this interim report and the annual audited consolidated financial statements and Management’s Discussion and Analysis presented in the Annual Report for the year ended December 31, 2012 as reported on Form 10-K. All amounts are in U.S. dollars unless otherwise stated.

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Executive Summary

The Company’s objective is to create shareholder value by building market-leading subsidiaries and affiliates that deliver innovative, value-added marketing communications and strategic consulting services to their clients. Management believes that shareholder value is maximized with an operating philosophy of “Perpetual Partnership” with proven committed industry leaders in marketing communications.

MDC manages the business by monitoring several financial and non-financial performance indicators. The key indicators that we review focus on the areas of revenues and operating expenses, which results in earnings before interest, income taxes and depreciation and amortization (“EBITDA”) and capital expenditures. Revenue growth is analyzed by reviewing the components and mix of the growth, including: growth by major geographic location; existing growth by major reportable segment (organic); growth from currency changes; and growth from acquisitions.

MDC conducts its businesses through the Marketing Communications Group. Within the Marketing Communications Group, there are two reportable operating segments: Strategic Marketing Services and Performance Marking Services. In addition, MDC has a “Corporate Group” which provides certain administrative, accounting, financial, human resources and legal functions. Through our operating “partners”, MDC provides advertising, consulting, customer relationship management, and specialized communication services to clients throughout the world.

The operating companies earn revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Additional information about revenue recognition appears in Note 2 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

MDC measures operating expenses in two distinct cost categories: cost of services sold, and office and general expenses. Cost of services sold is primarily comprised of employee compensation related costs and direct costs related primarily to providing services. Office and general expenses are primarily comprised of rent and occupancy costs and administrative service costs including related employee compensation costs. Also included in operating expenses is depreciation and amortization.

Because we are a service business, we monitor these costs on a percentage of revenue basis. Cost of services sold tends to fluctuate in conjunction with changes in revenues, whereas office and general expenses and depreciation and amortization, which are not directly related to servicing clients, tend to decrease as a percentage of revenue as revenues increase because a significant portion of these expenses are relatively fixed in nature. We also monitor the resulting EBITDA generated to assist in determining where investment needs to be made.

We measure capital expenses as either maintenance or investment related. Maintenance capital expenses are primarily composed of general upkeep of our office facilities and equipment that are required to continue to operate our businesses. Investment capital expenses include expansion costs, the build out of new capabilities, technology or call centers, or other growth initiatives not related to the day to day upkeep of the existing operations. Growth capital expenses are measured and approved based on the expected return of the invested capital.

Certain Factors Affecting Our Business

Overall Factors Affecting our Business and Results of Operations. The most significant factors include national, regional and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur for of a variety of factors. The two most significant factors are; clients’ desire to change marketing communication firms, and the creative product our firms are offering. A client may choose to change marketing communication firms for any number of reasons, such as a change in top management and the new management wants to retain an agency that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Further, global clients are trending to consolidate the use of numerous marketing communication firms to just one or two. Another factor in a client changing firms is the agency’s campaign or work product is not providing results and they feel a change is in order to generate additional revenues.

Clients will generally reduce or increase their spending or outsourcing needs based on their current business trends and profitability. These types of changes impact the Performance Marketing Services Group more than the Strategic Marketing Services Group due to the Performance Marketing Services Group having clients who require project-based work as opposed to the Strategic Marketing Services Group who primarily have retainer-based relationships.

Acquisitions and Dispositions. Our strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. We engaged in a number of acquisition and disposal transactions during the 2009 to 2013 period, which affected revenues, expenses, operating income and net income. Additional information regarding material acquisitions is provided in Note 4 “Acquisitions” and information on dispositions is provided in Note 6 “Discontinued Operations” in the Notes to the Unaudited Condensed Consolidated Financial Statements.

	28

Foreign Exchange Fluctuations. Our financial results and competitive position are affected by fluctuations in the exchange rate between the US dollar and non-US dollars, primarily the Canadian dollar. See also “Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange.”

Seasonality. Historically, with some exceptions, we generate the highest quarterly revenues during the fourth quarter in each year. The fourth quarter has historically been the period in the year in which the highest volumes of media placements and retail related consumer marketing occur.

	29

Results of Operations:

Three Months Ended September 30, 2013

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	203,440	$	85,467	$	—	$	288,907

Cost of services sold		128,300		60,919		—		189,219

Office and general expenses		40,995		14,907		33,074		88,976

Depreciation and amortization		5,807		3,372		297		9,476

Operating Profit (Loss)		28,338		6,269		(33,371)		1,236

Other Income (Expense):
Other income, net								1,733
Interest expense, net								(10,552)

Loss from continuing operations before income taxes, equity in affiliates								(7,583)
Income tax expense								4,334

Loss from continuing operations before equity in affiliates								(11,917)
Equity in earnings of non-consolidated affiliates								73

Loss from continuing operations								(11,844)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes								(7,446)
Net loss								(19,290)

Net income attributable to the noncontrolling interests		(1,471)		(439)		—		(1,910)
Net loss attributable to MDC Partners Inc.							$	(21,200)

Non cash stock based compensation	$	1,835	$	646	$	24,954	$	27,435

	30

Three Months Ended September 30, 2012

(thousands of United States dollars)

	Strategic		Performance
	Marketing		Marketing
	Services		Services		Corporate		Total

Revenue	$	176,209	$	89,646	$	—	$	265,855

Cost of services sold		112,280		66,789		—		179,069

Office and general expenses		47,754		18,300		6,288		72,342

Depreciation and amortization		7,754		4,161		330		12,245

Operating Profit (Loss)		8,421		396		(6,618)		2,199

Other Income (Expense):
Other expense, net								(432)
Interest expense, net								(11,485)

Loss from continuing operations before income taxes, equity in affiliates								(9,718)
Income tax expense								2,207

Loss from continuing operations before equity in affiliates								(11,925)
Equity in earnings of non-consolidated affiliates								93

Loss from continuing operations								(11,832)

Loss from discontinued operations attributable to MDC Partners Inc. net of taxes								(1,352)

Net loss								(13,184)

Net income attributable to the noncontrolling interests		(830)		(482)		—		(1,312)
Net loss attributable to MDC Partners Inc.							$	(14,496)

Non cash stock based compensation	$	2,769	$	2,009	$	355	$	5,133

	31

Nine Months Ended September 30, 2013

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	587,540	$	254,980	$	—	$	842,520

Cost of services sold		375,681		181,096		—		556,777

Office and general expenses		115,759		53,860		47,916		217,535

Depreciation and amortization		17,334		10,132		989		28,455

Operating Profit (Loss)		78,766		9,892		(48,905)		39,753

Other Income (Expense):
Other income, net								1,549
Interest expense, net								(88,778)

Loss from continuing operations before income taxes, equity in affiliates								(47,476)
Income tax benefit								(8,189)

Loss from continuing operations before equity in affiliates								(39,287)
Equity in earnings of non-consolidated affiliates								196

Loss from continuing operations								(39,091)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(11,041)

Net loss								(50,132)

Net income attributable to the noncontrolling interests		(3,578)		(832)		—		(4,410)
Net loss attributable to MDC Partners Inc.							$	(54,542)

Non cash stock based compensation	$	4,815	$	2,505	$	29,370	$	36,690

	32

Nine Months Ended September 30, 2012

(thousands of United States dollars)

	Strategic Marketing Services		Performance Marketing Services		Corporate		Total

Revenue	$	519,209	$	252,731	$	—	$	771,940

Cost of services sold		353,145		186,964		—		540,109

Office and general expenses		121,281		52,510		31,196		204,987

Depreciation and amortization		21,602		13,006		1,007		35,615

Operating Profit (Loss)		23,181		251		(32,203)		(8,771)

Other Income (Expense):
Other expense, net								(1,241)
Interest expense, net								(34,163)

Loss from continuing operations before income taxes, equity in affiliates								(44,175)
Income tax expense								6,014

Loss from continuing operations before equity in affiliates								(50,189)
Equity in earnings of non-consolidated affiliates								399

Loss from continuing operations								(49,790)

Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes								(5,942)

Net loss								(55,732)

Net income attributable to the noncontrolling interests		(3,727)		(1,432)		—		(5,159)
Net loss attributable to MDC Partners Inc.							$	(60,891)

Non cash stock based compensation	$	6,602	$	5,587	$	14,181	$	26,370

	33

Three Months Ended September 30, 2013, Compared to Three Months Ended September 30, 2012

Revenue was $288.9 million for the quarter ended September 30, 2013, representing an increase of $23.0 million, or 8.7%, compared to revenue of $265.9 million for the quarter ended September 30, 2012. This revenue increase related primarily to organic growth of $24.8 million. A strengthening of the US Dollar, primarily versus the Canadian dollar during the quarter ended September 30, 2013, resulted in decreased revenues of $1.7 million.

The operating profit for the quarter ended September 30, 2013 was $1.2 million, compared to operating profit of $2.2 million for the quarter ended September 30, 2012. The decrease in operating profit was primarily the result of an increase in corporate operating expenses of $26.8 million, offset by an increase in operating profit of $19.9 million in the Strategic Marketing Services segment, and an increase of $5.9 million within the Performance Marketing Services segment.

Loss from continuing operations attributable to MDC Partners Inc. for the third quarter of 2013 was $13.8 million, compared to a loss of $13.1 million for the third quarter ended September 30, 2012. This increase in loss of $0.7 million was primarily the result of an increase in income tax expense of $2.1 million, a decrease in operating profits of $1.0 million, and an increase in net income attributable to noncontrolling interests of $0.6 million. These amounts were offset by a decrease in interest expense, net of $0.9 million, and an increase in other income net of $2.2 million.

Marketing Communications Group

Revenues in the third quarter of 2013 attributable to the Marketing Communications Group, which consists of two reportable segments — Strategic Marketing Services and Performance Marketing Services, were $288.9 million compared to $265.9 million in the third quarter of 2012, representing a year-over-year increase of 8.7%.

The components of the increase in revenue in 2013 are shown in the following table:

	Revenue
	$ 000’s		%
Quarter ended September 30, 2012	$	265,855
Organic		24,786		9.3	%
Acquisitions		—		—	%
Foreign exchange impact		(1,734)		(0.6)	%
Quarter ended September 30, 2013	$	288,907		8.7	%

The geographic mix in revenues was consistent between the third quarter of 2013 and 2012 and is demonstrated in the following table:

	2013			2012
US		82	%		82	%
Canada		12	%		13	%
Other		6	%		5	%

The operating profit of the Marketing Communications Group increased by $25.8 million to $34.6 million from $8.8 million. Operating margins increased by 8.7% and were 12.0% for 2013, compared to 3.3% for 2012. The increase in operating profit and operating margin was primarily due to increases in revenue and decreases in total staff costs, direct costs, office and general expenses, and depreciation and amortization. Direct costs (excluding staff costs) decreased as a percentage of revenues from 13.9% in 2012, to 13.6% in 2013. Total staff costs decreased as a percentage of revenue from 60.1% in 2012 to 58.7% in 2013. Total staff costs decreased as the Company continues to benefit from prior investments in staff which have resulted in increased revenues. Direct costs decreased as there were fewer pass-through costs incurred on the clients’ behalf during the third quarter of 2013 where the company was acting as principal versus agent for certain client contracts compared to the increase in revenue. Office and general expenses decreased as a percentage of revenue from 24.8% in 2012, to 19.3% in 2013. This decrease was primarily due to a reduction of $12.9 million in expense relating to estimated deferred acquisition consideration. Depreciation and amortization as a percentage of revenue decreased from 4.5% in 2012 to 3.2% in 2013.

	34

Strategic Marketing Services

Revenues attributable to Strategic Marketing Services in the third quarter of 2013 were $203.4 million, compared to $176.2 million in the third quarter of 2012. The year-over-year increase of $27.2 million or 15.5% was attributable primarily to organic growth as a result of net new business wins. A strengthening of the US dollar versus the Canadian dollar in 2013 compared to 2012 resulted in a decrease in revenues from the segment’s Canadian-based operations.

The operating profit of Strategic Marketing Services increased by $19.9 million from $8.4 million in the third quarter of 2012 to $28.3 million in the third quarter of 2013. Operating margins increased from 4.8% in the third quarter of 2012 to 13.9% in the third quarter of 2013. The increase in operating profits and operating margins was primarily due to increases in revenues and decreases in total staff costs, office and general costs and depreciation and amortization. Direct costs (excluding staff labor) were relatively consistent year over year. Total staff costs decreased as a percentage of revenue from 61.7% in the third quarter of 2012 to 59.7% in the third quarter of 2013. Total staff costs decreased as the Company continues to benefit from prior investments in staff which resulted in increased revenues. Office and general expenses decreased as a percentage of revenue from 27.1% in the third quarter of 2012 to 20.2% in the third quarter of 2013. The decrease was due to a reduction of $6.7 million in expense relating to estimated deferred acquisition consideration. Depreciation and amortization as a percentage of revenue decreased from 4.4% in the third quarter of 2012 to 2.9% in the third quarter of 2013 due to increased revenue on relatively fixed costs.

Performance Marketing Services

The Performance Marketing Services segment generated revenues of $85.5 million for the third quarter of 2013, a decrease of $4.2 million, or 4.7% lower than revenues of $89.6 million in the third quarter of 2012. The year over year decrease was attributed primarily to an organic revenue decline, due to timing of when client projects and events will be executed. In addition, a strengthening of the US dollar versus the Canadian dollar in 2013 compared to 2012 resulted in a decrease in revenues from the segment’s Canadian-based operations.

The operating profit of Performance Marketing Services increased by $5.9 million, from $0.4 million in the third quarter of 2012 to $6.3 million in the third quarter of 2013. Operating margins increased from 0.4% in 2012, to 7.3% in 2013. The increase in operating profits and operating margins were primarily due to decreases in total staff costs, office and general costs and depreciation and amortization. Total staff costs decreased from 57.0% in 2012 to 56.3% in 2013. Direct costs were relatively consistent year over year. Office and general costs decreased from 20.4% in 2012 to 17.4% in 2013. The decrease was due to a reduction of $6.2 million in expense relating to estimated deferred acquisition consideration. Depreciation and amortization decreased from 4.6% in 2012 to 3.9% in 2013.

Corporate

Operating costs related to the Company’s Corporate operations totaled $33.4 million in the third quarter of 2013 compared to $6.6 million in the third quarter of 2012. The increase was primarily related to increased compensation and related expenses of $25.7 million, of which $24.6 million related to an increase in non cash stock-based compensation. Increases in occupancy costs, travel and entertainment and professional fees accounted for the remaining increase.

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Other Income, Net

Other income (expense) increased to income of $1.7 million in the third quarter of 2013 compared to a loss of $0.4 million in the third quarter of 2012. The increase was primarily related to an unrealized foreign exchange gain of $1.7 million. Specifically, this unrealized gain was due primarily to the fluctuation in the US dollar during 2013 and 2012 compared to the Canadian dollar primarily on the Company’s US dollar denominated intercompany balances with its Canadian subsidiaries.

Net Interest Expense

Net interest expense for the third quarter of 2013 was $10.6 million, a decrease of $0.9 million over the $11.5 million of net interest expense incurred during the third quarter of 2012. The decrease in interest expense in 2013 was due to the lower interest rate on our 6.75% Notes compared to the 11% Notes that were outstanding in 2012.

Income Taxes

Income tax expense was $4.3 million in the third quarter of 2013 compared to $2.2 million for the third quarter of 2012. The Company’s effective tax rate in 2013 and 2012 was substantially higher due to noncontrolling interest charges, offset by non-deductible stock based compensation. In addition, the Company’s effective tax rate was higher due to losses in certain tax jurisdictions where the benefits are not expected to be realized.

The Company’s US operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of profits, while noncontrolling holders are responsible for taxes on their share of the profits.

Equity in Affiliates

Equity in affiliates represents the income attributable to equity-accounted affiliate operations. Equity in affiliates had nominal income in both 2012 and 2013.

Noncontrolling Interests

Net income attributable to the noncontrolling interests was $1.9 million for the third quarter of 2013, an increase of $0.6 million from the $1.3 million of noncontrolling interest expense incurred during the third quarter of 2012, primarily due to the Company’s increase in profitability of certain entities within the Strategic Marketing Services segment.

Discontinued Operations Attributable to MDC Partners Inc.

The loss from discontinued operations was $7.4 million for the third quarter of 2013 and $1.4 million for the third quarter of 2012.

Net Loss attributable to MDC Partners Inc.

As a result of the foregoing, the net loss attributable to MDC Partners Inc. recorded for the third quarter of 2013 was $21.2 million, or a loss of $0.68 per diluted share. This amount is compared to a net loss attributable to MDC Partners Inc. of $14.5 million or a loss of $0.47 per diluted share reported for the third quarter of 2012.

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Nine Months Ended September 30, 2013, Compared to Nine Months Ended September 30, 2012

Revenue was $842.5 million for the nine months ended September 30, 2013, representing an increase of $70.6 million, or 9.1%, compared to revenue of $771.9 million for the nine months ended September 30, 2012. This revenue increase related primarily to organic growth of $72.8 million and acquisition related growth of $0.3 million. A strengthening of the US Dollar, primarily versus the Canadian dollar during the nine months ended September 30, 2013, resulted in decreased revenues of $2.5 million.

The operating profit for the nine months ended September 30, 2013 was $39.8 million compared to an operating loss of $8.8 million for the nine months ended September 30, 2012. The increase in operating profit was primarily the result of an increase in operating profit of $55.6 million in the Strategic Marketing Services segment, an increase in income of $9.6 million within the Performance Marketing Services segment, offset by an increase in corporate operating expenses of $16.7 million.

The loss from continuing operations attributable to MDC Partners Inc. for the nine months ended September 30, 2013 was $43.5 million, compared to a loss of $54.9 million for the nine months ended September 30, 2012. This decrease in loss of $11.4 million was primarily the result of an increase in operating profits of $48.5 million, a decrease in other expense net of $2.8 million, a decrease in net income attributable to noncontrolling interests of $0.7 million, a decrease in income tax expense of $14.2 million, offset by an increase in interest expense, net of $54.6 million.

Marketing Communications Group

Revenues in the nine months ended September 30, 2013 attributable to the Marketing Communications Group, which consists of two reportable segments — Strategic Marketing Services and Performance Marketing Services, were $842.5 million compared to $771.9 million in the first nine months of 2012, representing a year-over-year increase of 9.1%.

The components of the increase in revenue in 2013 are shown in the following table:

	Revenue
	$ 000’s		%
Nine months ended September 30, 2012	$	771,940
Organic		72,791		9.4	%
Acquisitions		336		—	%
Foreign exchange impact		(2,547)		(0.3)	%
Nine months ended September 30, 2013	$	842,520		9.1	%

The geographic mix in revenues was consistent between the first nine months of 2013 and 2012 and is demonstrated in the following table:

	2013			2012
US		82	%		81	%
Canada		12	%		14	%
Other		6	%		5	%

The operating profit of the Marketing Communications Group increased by $65.2 million to $88.7 million from $23.4 million. Operating margins increased by 7.5% and were 10.5% for 2013, compared to 3.0% for 2012. The increase in operating profit and operating margin was primarily due to increases in revenue and a decrease in direct costs, and depreciation and amortization, office and general expenses. Total staff costs were consistent at approximately 60%. Direct costs (excluding staff costs) decreased as a percentage of revenues from 17.6% in 2012, to 13.2% in 2013. Direct costs decreased as there were fewer pass-through costs incurred on the clients’ behalf during the nine months of 2013 where the company was acting as principal versus agent for certain client contracts. Office and general expenses decreased as a percentage of revenue from 22.5% in 2012, to 20.1% in 2013. This decrease was primarily due to a reduction of $14.7 million in expense relating to estimated deferred acquisition consideration and the increase in revenue. Depreciation and amortization as a percentage of revenue decreased from 4.5% in 2012 to 3.3% in 2013.

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Strategic Marketing Services

Revenues attributable to Strategic Marketing Services in the nine months ended September 30, 2013 were $587.5 million, compared to $519.2 million in the nine months ended September 30, 2012. The year-over-year increase of $68.3 million or 13.2% was attributable primarily to organic growth as a result of net new business wins. A strengthening of the US dollar versus the Canadian dollar in 2013 compared to 2012 resulted in a decrease in revenues from the segment’s Canadian-based operations.

The operating profit of Strategic Marketing Services increased by $55.6 million from $23.2 million in the nine months ended September 30, 2012 to $78.8 million in the nine months ended September 30, 2013. Operating margins increased from 4.5% in the nine months ended September 30, 2012 to 13.4% in the nine months ended September 30, 2013. The increase in operating profits and operating margins were primarily due to increases in revenues and decreases in direct costs, office and general costs and depreciation and amortization. Total staff costs were relatively consistent at 60%. Direct costs (excluding staff labor) decreased as a percentage of revenue from 14.5% in the nine months ended September 30, 2012 to 8.7% in the nine months ended September 30, 2013. Direct costs decreased as there were fewer pass-through costs incurred on the clients’ behalf during the nine months ended September 30, 2013 where the company was acting as principal versus agent for certain client contracts. Office and general expenses decreased as a percentage of revenue from 23.4% in the nine months ended September 30, 2012 to 19.7% in the nine months ended September 30, 2013. The decrease was due to a reduction of $5.5 million in expense relating to estimated deferred acquisition consideration and the increased revenue on relatively fixed costs. Depreciation and amortization as a percentage of revenue decreased from 4.2% in the nine months ended September 30, 2012 to 3.0% in the nine months ended September 30, 2013 due to increased revenue on relatively fixed costs.

Performance Marketing Services

The Performance Marketing Services segment generated revenues of $255.0 million for the nine months ended September 30, 2013, an increase of $2.3 million, or 0.9% higher than revenues of $252.7 million in the nine months ended September 30, of 2012. The year over year increase was attributed primarily to growth from acquisitions and nominal organic revenue growth, due to net new business wins. A strengthening of the US dollar verses the Canadian dollar in 2013 compared to 2012 resulted in a decrease in revenues from the segment’s Canadian-based operations.

The operating profit of Performance Marketing Services increased by $9.6 million, from $0.3 million in the nine months ended September 30, 2012 to $9.9 million in the nine months ended September 30, 2013. Operating margins increased from 0.1% in 2012 to 3.9% in 2013. The increase in operating profits and operating margins were primarily due to increased revenue and decreases in direct costs (excluding staff labor) and depreciation and amortization. Total staff costs remained relatively consistent at 58.2%. Direct costs decreased from 24.0% in 2012 to 23.6% in 2013 due to decreased pass-through costs incurred on the clients’ behalf during the nine months ended September 30, 2013 where the agency was acting as principal versus agent for certain client contracts. Office and general costs increased from 20.8% in 2012 to 21.1% in 2013 due to a reduction of $5.2 million in expense relating to estimated deferred acquisition consideration. Depreciation and amortization decreased from 5.1% in 2012 to 4.0% in 2013 due to increased revenue on relatively fixed costs.

Corporate

Operating costs related to the Company’s Corporate operations totaled $48.9 million in the nine months ended September 30, 2013, compared to $32.2 million in the nine months ended September 30, 2012. The increase was primarily related to increased compensation and related expenses of $18.7 million, of which $15.2 million related to an increase in non cash stock-based compensation. In addition, increases in occupancy costs, travel and entertainment, advertising and promotion costs, and professional fees accounted for $3.3 million. Offsetting these increases, during the second quarter of 2013, the Company’s CEO repaid in full an outstanding loan, which had been previously reserved against in the amount of $5.3 million.

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Other Income, Net

Other income, net increased to income of $1.5 million in the nine months ended September 30, 2013 compared to an expense of $1.2 million in the first nine months of 2012. The increase was primarily related to a distribution received in excess of the assets carrying value of $3.1 million. Offsetting this distribution were unrealized foreign exchange losses. Specifically, this unrealized loss was due primarily to the fluctuation in the US dollar during 2013 and 2012 compared to the Canadian dollar primarily on the Company’s US dollar denominated intercompany balances with its Canadian subsidiaries.

Net Interest Expense

Net interest expense for the nine months ended September 30, 2013 was $88.8 million, an increase of $54.6 million over the $34.2 million of net interest expense incurred during the nine months ended September 30, 2012. The increase in interest expense in 2013 was due to loss paid on the redemption of the Company’s 11% Notes of $55.6 million.

Income Taxes

Income tax expense was a benefit of $8.2 million in the nine months ended September 30, 2013 compared to expense of $6.0 million for the nine months ended September 30, 2012. The Company’s effective tax rate in 2013 was lower than the statutory rate due losses in certain tax jurisdictions where the benefits are not expected to be realized. The Company’s effective tax rate in 2012 was substantially higher due to noncontrolling interest charges, offset by non-deductible stock based compensation. In addition, the Company’s effective tax rate was higher due to losses in certain tax jurisdictions where the benefits are not expected to be realized.

Equity in Affiliates

Equity in affiliates represents the income attributable to equity-accounted affiliate operations. Equity in affiliates had nominal income in both 2012 and 2013.

Noncontrolling Interests

Net income attributable to the noncontrolling interests was $4.4 million for the nine months ended September 30, 2013, a decrease of $0.8 million from the $5.2 million of noncontrolling interest expense incurred during the nine months ended September 30, 2012, primarily due to the Company’s increase in ownership during 2012 and 2013 of entities not previously wholly owned.

Discontinued Operations Attributable to MDC Partners Inc.

The loss from discontinued operations was $11.0 million for the nine months ended September 30, 2013 and $5.9 million for the nine months ended September 30, 2012.

Net Loss attributable to MDC Partners Inc.

As a result of the foregoing, the net loss attributable to MDC Partners Inc. recorded for the nine months ended September 30, 2013 was $54.5 million or a loss of $1.74 per diluted share, compared to a net loss attributable to MDC Partners Inc. of $60.9 million or a loss of $1.99 per diluted share reported for the nine months ended September 30, 2012.

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Liquidity and Capital Resources:

Liquidity

The following table provides summary information about the Company’s liquidity position:

	As of and for the nine months ended September 30, 2013		As of and for the nine months ended September 30, 2012		As of and for the year ended December 31, 2012
	(000’s)		(000’s)		(000’s)
Cash and cash equivalents	$	63,312	$	72,799	$	60,330
Working capital (deficit)	$	(211,095)	$	(154,450)	$	(226,682)
Cash from (used in) operations	$	105,351	$	15,806	$	76,304
Cash from (used in) investing	$	(13,242)	$	13,773	$	7,811
Cash from (used in) financing	$	(88,904)	$	35,143	$	(31,858)
Long-term debt to total equity ratio		(3.08)		(23.23)		(5.09)
Fixed charge coverage ratio		N/A		N/A		N/A
Fixed charge deficiency	$	44,232	$	43,633	$	61,292

As of September 30, 2013 and December 31, 2012, $5.8 million and $2.5 million, respectively, of the consolidated cash position was held by subsidiaries, which, although available for the subsidiaries’ use, does not represent cash that is distributable as earnings to MDC Partners for use to reduce its indebtedness. It is the Company’s intent through its cash management system to reduce any outstanding borrowings under the Credit Agreement by using available cash.

The Company intends to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months.

Working Capital

At September 30, 2013, the Company had a working capital deficit of $211.1 million compared to a deficit of $226.7 million at December 31, 2012. The increase in working capital was primarily due to seasonal shifts in the amounts collected from clients, and paid to suppliers, primarily media outlets and improvements made in the Company’s billing and collecting practices. The Company includes amounts due to noncontrolling interest holders, for their share of profits, in accrued and other liabilities. At September 30, 2013, $3.9 million remained outstanding to be distributed to noncontrolling interest holders over the next twelve months.

The Company intends to maintain sufficient cash or availability of funds under the Credit Agreement at any particular time to adequately fund such working capital deficits should there be a need to do so from time to time.

Cash Flows

Operating Activities

Cash flow provided by continuing operations, including changes in non-cash working capital, for the nine months ended September 30, 2013 was $113.2 million. This was attributable to the loss on the redemption of notes of $50.4 million, depreciation and amortization of intangibles and non-cash stock compensation of $65.1 million, an increase in accounts payable, accruals and other liabilities of $39.2 million, an increase in advance billings of $23.0 million, amortization of deferred finance charges and debt discount of $7.0 million, adjustments to deferred acquisition consideration of $5.6 million and foreign exchange of $1.3 million. This cash was offset in part by the loss from continuing operations of $39.1 million, an increase in expenditures billable to clients of $11.0 million, an increase in accounts receivable of $5.1 million, deferred income taxes of $8.7 million, a net increase in other non-current assets and liabilities of $8.9 million, an increase in prepaid expenses and other current assets of $2.3 million and distributions in excess of carrying value of $3.1 million. Discontinued operations attributable to MDC Partners used cash of $7.8 million in the nine months ended September 30, 2013.

Cash flow provided by continuing operations, including changes in non-cash working capital, for the nine months ended September 30, 2012 was $19.4 million. This was attributable primarily to a net loss from continuing operations of $49.8 million, an increase in accounts receivable of $17.5 million, an increase in expenditures billable to clients of $10.9 million, and an increase in prepaid expenses and other current assets of $4.5 million, a decrease in advanced billings of $2.6 million, and earnings of non-consolidated affiliates of $0.4 million. This use of cash was offset by depreciation and amortization and non-cash stock compensation of $62.0 million, amortization of deferred financing charges and debt discount of $1.7 million, adjustments to deferred acquisition consideration for $20.4 million, an increase in accounts payables, accruals, and other liabilities of $14.0 million, and an increase of deferred income tax of $4.6 million, and a decrease in other non-current assets and liabilities of $1.2 million and foreign exchange of $1.1 million. Discontinued operations attributable to MDC Partners used cash of $3.5 million in the nine months ended September 30, 2012.

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Investing Activities

Cash flows used in investing activities was $13.2 million for the nine months ended September 30, 2013, compared with cash provided of $13.8 million in the nine months ended September 30, 2012.

In the nine months ended September 30, 2013, capital expenditures totaled $14.0 million, of which $8.2 million was incurred by the Strategic Marketing Services segment, $4.2 million was incurred by the Performance Marketing Services segment, and $1.5 million was incurred by corporate. In the nine months ended September 30, 2012, capital expenditures totaled $14.3 million, of which $7.7 million was incurred by the Strategic Marketing Services segment, $6.3 million was incurred by the Performance Marketing Services segment, and $0.3 million was incurred by corporate. These expenditures consisted primarily of computer equipment, furniture and fixtures, and leasehold improvements.

In the nine months ended September 30, 2013, the Company paid $2.2 million for other investments. These outflows were offset by $3.2 million of profit distributions from affiliates.

In the nine months ended September 30, 2012, cash flow provided by acquisitions net of deferred acquisition payments was $31.1 million related to the acquisitions of Doner and TargetCast. In addition, the Company paid $1.7 million for other investments. These outflows were offset by $0.5 million of profit distributions from affiliates. Discontinued operations used cash of $1.9 million in the nine months ended September 30, 2012.

Financing Activities

During the nine months ended September 30, 2013, cash flows used in financing activities amounted to $88.9 million, and consisted of $111.4 million of acquisition related payments, the purchase of treasury shares for income tax withholding requirements of $5.0 million, distributions to noncontrolling partners of $4.8 million, payment of dividends of $14.5 million and repayments of long term debt of $1.4 million, offset by proceeds from the issuance of the 6.75% Notes of $550.0 million, which in turn was offset by the repayment of the 11% Notes of $425.0 million, premium paid on redemption of notes of $50.4 million, deferred financing costs of $16.0 million, and bank overdrafts of $11.0 million.

During the nine months ended September 30, 2012, cash flows provided by financing activities amounted to $35.1 million, and consisted primarily of proceeds from the revolving credit facility of $86.5 million and $29.2 million of bank overdrafts. These inflows were offset by $56.5 million of acquisition related payments, $13.3 million of dividend payments, the purchase of treasury shares for income tax withholding requirements of $3.0 million, $7.1 million of distributions to noncontrolling partners, and repayments of long term debt of $0.5 million.

Total Debt

6.75% Senior Notes Due 2020

On March 20, 2013, MDC Partners Inc. (“MDC”) entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, MDC’s senior secured revolving credit agreement (the “Credit Agreement”), as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its 6.75% Senior Notes due 2020 (the “6.75% Notes”). The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes will mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537.6 million. The Company used the net proceeds to redeem all of the existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge during the nine months ended September 30, 2013, for loss on redemption of notes of $55.6 million, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes.

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Redemption of 11% Senior Notes Due 2016

On March 20, 2013, the Company redeemed all of the 11% Senior Notes due 2016.

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Revolving Credit Agreement

The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; impose limitations on dividends or other amounts from MDC’s subsidiaries; incur certain liens, sell or otherwise dispose of certain assets; enter into transactions with affiliates; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level (each as more fully described in the Credit Agreement). The Credit Agreement is also subject to customary events of default.

The foregoing descriptions of the Indenture and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements.

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Debt as of September 30, 2013 was $551.3 million, an increase of $119.6 million, compared with $431.7 million outstanding at December 31, 2012. This increase in debt was a result of the Company’s refinancing of its 11% notes. At September 30, 2013, approximately $220.0 million was available under the Credit Agreement.

The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the Credit Agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to put options would be adversely affected.

Pursuant to the Credit Agreement, the Company must comply with certain financial covenants including, among other things, covenants for (i) senior leverage ratio, (ii) total leverage ratio, (iii) fixed charges ratio, and (iv) minimum earnings before interest, taxes and depreciation and amortization, in each case as such term is specifically defined in the Credit Agreement. For the period ended September 30, 2013, the Company’s calculation of each of these covenants, and the specific requirements under the Credit Agreement, respectively, were as follows:

	September 30, 2013
Total Senior Leverage Ratio		(0.26)
Maximum per covenant		2.00

Total Leverage Ratio		3.11
Maximum per covenant		5.50

Fixed Charges Ratio		2.94
Minimum per covenant		1.00

Earnings before interest, taxes, depreciation and amortization	$	163,812
Minimum per covenant	$	105,000

These ratios are not based on generally accepted accounting principles and are not presented as alternative measures of operating performance or liquidity. They are presented here to demonstrate compliance with the covenants in the Company’s Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.

Deferred Acquisition Consideration (Earnouts)

Acquisitions of businesses by the Company may include commitments to contingent deferred purchase consideration payable to the seller. These contingent purchase obligations are generally payable within a one to five-year period following the acquisition date, and are based on achievement of certain thresholds of future earnings and, in certain cases, also based on the rate of growth of those earnings. The contingent consideration is recorded as an obligation of the Company when the contingency is resolved and the amount is reasonably determinable, for acquisitions prior to January 1, 2009. Contingent purchase price obligations related to acquisitions completed subsequent to December 31, 2008, are recorded as liabilities at estimated value and are remeasured at each reporting period. Based on various assumptions, all deferred consideration estimates based on future operating results of the relevant entities are recorded on the Company’s balance sheet at September 30, 2013. The actual amount that the Company pays in connection with the obligations may differ materially from this estimate. At September 30, 2013, there was $102.8 million of deferred consideration included in the Company’s balance sheet.

Other-Balance Sheet Commitments

Put Rights of Subsidiaries’ Noncontrolling Shareholders

Owners of interests in certain of the Marketing Communications Group subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during the remainder of 2013 to 2019. It is not determinable, at this time, if or when the owners of these put option rights will exercise all or a portion of these rights.

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The amount payable by the Company in the event such put option rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through that date of exercise, the growth rate of the earnings of the relevant subsidiary during that period, and, in some cases, the currency exchange rate at the date of payment.

Management estimates, assuming that the subsidiaries owned by the Company at September 30, 2013, perform over the relevant future periods at their trailing twelve-month earnings level, that these rights, if all exercised, could require the Company, in future periods, to pay an aggregate amount of approximately $15.3 million to the owners of such rights to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $1.2 million by the issuance of the Company’s Class A subordinate voting shares. In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $123.3 million only upon termination of such owner’s employment with such applicable subsidiary or death. The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the Credit Agreement (and refinancings thereof) and, if necessary, through incurrence of additional debt. The ultimate amount payable and the incremental operating income in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised. Approximately $1.5 million of the estimated $15.3 million that the Company would be required to pay subsidiaries noncontrolling shareholders upon the exercise of outstanding put option rights, relates to rights exercisable within the next twelve months. Upon the settlement of the total amount of such put options, the Company estimates that it would receive incremental operating income before depreciation and amortization of $3.7 million.

The following table summarizes the potential timing of the consideration and incremental operating income before depreciation and amortization based on assumptions as described above.

Consideration (4)	2013		2014		2015		2016		2017 & Thereafter		Total
	($ Millions)
Cash	$	1.4	$	1.3	$	3.7	$	2.7	$	5.0	$	14.1
Shares		0.3		0.4		0.4		0.1		0.0		1.2
	$	1.7	$	1.7	$	4.1	$	2.8	$	5.0	$	15.3	(1)
Operating income before depreciation and amortization to be received(2)	$	1.5	$	0.2	$	1.7	$	—	$	0.3	$	3.7
Cumulative operating income before depreciation and amortization(3)	$	1.5	$	1.7	$	3.4	$	3.4	$	3.7			(5)

	(1)	This amount is in addition to put options only exercisable upon termination not within the control of the Company, or death, of $138.6 million, has been recognized in Redeemable Noncontrolling Interests on the Company’s balance sheet.

	(2)	This financial measure is presented because it is the basis of the calculation used in the underlying agreements relating to the put rights and is based on actual operating results. This amount represents additional amounts to be attributable to MDC Partners Inc., commencing in the year the put is exercised.

	(3)	Cumulative operating income before depreciation and amortization represents the cumulative amounts to be received by the Company.

	(4)	The timing of consideration to be paid varies by contract and does not necessarily correspond to the date of the exercise of the put.

	(5)	Amounts are not presented as they would not be meaningful due to multiple periods included.

Critical Accounting Policies

The following summary of accounting policies has been prepared to assist in better understanding the Company’s consolidated financial statements and the related management discussion and analysis. Readers are encouraged to consider this information together with the Company’s consolidated financial statements and the related notes to the consolidated financial statements as included herein for a more complete understanding of accounting policies discussed below.

Estimates. The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States of America, or “GAAP”, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, redeemable noncontrolling interests, and deferred acquisition consideration, valuation allowances for receivables and deferred income tax assets and stock based compensation as well as the reported amounts of revenue and expenses during the reporting period. The statements are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results can differ from those estimates, and it is possible that the differences could be material.

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Revenue Recognition. The Company’s revenue recognition policies are as required by the Revenue Recognition topics of the FASB Accounting Standards Codification. The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. A small portion of the Company’s contractual arrangements with clients includes performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. The Company records revenue net of sales and other taxes, when persuasive evidence of an arrangement exists, services are provided or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured.

The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. In the majority of the Company’s businesses, the Company acts as an agent and records revenue equal to the net amount retained, when the fee or commission is earned. In certain arrangements, the Company acts as principal and contracts directly with suppliers for third party media and production costs. In these arrangements, revenue is recorded at the gross amount billed. Additional information about our revenue recognition policy appears in Note 2 to our consolidated financial statements.

Acquisitions, Goodwill and Other Intangibles. A fair value approach is used in testing goodwill for impairment to determine if an other than temporary impairment has occurred. One approach utilized to determine fair values is a discounted cash flow methodology. When available and as appropriate, comparative market multiples are used. Numerous estimates and assumptions necessarily have to be made when completing a discounted cash flow valuation, including estimates and assumptions regarding interest rates, appropriate discount rates and capital structure. Additionally, estimates must be made regarding revenue growth, operating margins, tax rates, working capital requirements and capital expenditures. Estimates and assumptions also need to be made when determining the appropriate comparative market multiples to be used. Actual results of operations, cash flows and other factors used in a discounted cash flow valuation will likely differ from the estimates used and it is possible that differences and changes could be material.

The Company has historically made and expects to continue to make selective acquisitions of marketing communications businesses. In making acquisitions, the price paid is determined by various factors, including service offerings, competitive position, reputation and geographic coverage, as well as prior experience and judgment. Due to the nature of advertising, marketing and corporate communications services companies; the companies acquired frequently have significant identifiable intangible assets, which primarily consist of customer relationships. The Company has determined that certain intangibles (trademarks) have an indefinite life, as there are no legal, regulatory, contractual, or economic factors that limit the useful life.

Business Combinations. Valuation of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. Our acquisition strategy has been to focus on acquiring the expertise of an assembled workforce in order to continue building upon the core capabilities of our various strategic business platforms to better serve our clients. Consistent with our acquisition strategy and past practice of acquiring a majority ownership position, most acquisitions completed from 2009 to 2013 include an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent payments for these transactions, as well as certain acquisitions completed in prior years, are derived using the performance of the acquired entity and are based on pre-determined formulas. Contingent purchase price obligations for acquisitions completed prior to January 1, 2009 are accrued when the contingency is resolved and payment is certain. Contingent purchase price obligations related to acquisitions completed subsequent to December 31, 2008 are recorded as liabilities at estimated value and are remeasured at each reporting period. Changes in estimated value are recorded in results of operations. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests are recorded as redeemable noncontrolling interests. As of January 1, 2009, the Company expenses acquisition related costs in accordance with the Accounting Standard’s Codification’s new guidance on acquisition accounting.

For each of our acquisitions, we undertake a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. We use several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that we acquire is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets that we acquire is derived from customer relationships, including the related customer contracts, as well as trade names. In executing our acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand our existing client relationships. The expected benefits of our acquisitions are typically shared across multiple agencies and regions.

Redeemable Noncontrolling Interest. The minority interest shareholders of certain subsidiaries have the right to require the Company to acquire their ownership interest under certain circumstances pursuant to a contractual arrangement and the Company has similar call options under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary through the date of exercise, etc. as described in Note 11.

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Allowance for Doubtful Accounts. Trade receivables are stated less allowance for doubtful accounts. The allowance represents estimated uncollectible receivables usually due to customers’ potential insolvency. The allowance includes amounts for certain customers where risk of default has been specifically identified.

Income Tax Valuation Allowance. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. A change to any of these factors could impact the estimated valuation allowance and income tax expense.

Interest Expense. Interest expense primarily consists of the cost of borrowing on the revolving Credit Agreement, and the Senior Notes. The Company amortizes deferred financing costs using the effective interest method over the life of the Senior Notes and straight line over the life of the revolving Credit Agreement.

Stock-based Compensation. The fair value method is applied to all awards granted, modified or settled. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period that is the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. Stock-based awards that are settled in cash or may be settled in cash at the option of employees are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation are revalued each period and recorded as compensation cost over the service period in operating income.

The Company treats amounts paid by shareholders to employees as a stock based compensation charge with a corresponding credit to additional paid-in capital.

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New Accounting Pronouncements

Effective January 1, 2013, we adopted FASB Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update, which was issued in February 2013, amended disclosure requirements for the presentation of comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The standard requires presentation (either in a single note or parenthetically on the face of the financial statements) of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, a cross reference to the related footnote for additional information will be required. During the nine months ended September 30, 2013, there were no significant amounts reclassified out of accumulated other comprehensive income, and accordingly, no additional disclosures were required.

In July 2013, the FASB issued Accounting Standards Update No 2013-11, Income Taxes. This update will require an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or tax credit carryforward. The implementation of the amended accounting guidance will not have an impact on the presentation of our financial statements.

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Risks and Uncertainties

This document contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put” option rights, 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 severe effects of international, national and regional economic conditions;

	•	the Company’s ability to attract new clients and retain existing clients;

	•	the spending patterns and financial success of the Company’s clients;

	•	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 “put” option rights 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 material 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 the Credit Agreement and through incurrence of bridge or other debt financing, either 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 material 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 risk factors outlined in more detail in the Company’s 2012 Annual Report on Form 10-K under the caption “Risk Factors”, and in the Company’s other SEC filings.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk related to interest rates and foreign currencies.

Debt Instruments: At September 30, 2013, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and Senior Notes. The Senior Notes bear a fixed 6.75% interest rate. The Credit Agreement bears interest at variable rates based upon the Eurodollar rate, US bank prime rate and US base rate, at the Company’s option. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication. Given that there were no borrowings under the Credit Agreement, as of September 30, 2013, a 1.0% increase or decrease in the weighted average interest rate at September 30, 2013, would have no interest impact.

Foreign Exchange: The Company conducts business in several currencies around the world. Our results of operations are subject to risk from the translation to the US dollar of the revenue and expenses of our non-US operations. The effects of currency exchange rate fluctuations on the translation of our results of operations are discussed in the “Management’s Discussion and Analysis of Financial Condition and Result of Operations”. For the most part, our revenues and expenses incurred related to our non-US operations are denominated in their functional currency. This minimizes the impact that fluctuations in exchange rates will have on profit margins. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The Company is exposed to foreign currency fluctuations relating to its intercompany balances between the US and Canada. For every one cent change in the foreign exchange rate between the US and Canada, the Company will incur a $0.7 million impact to its financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be included in our SEC reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. However, the Company’s disclosure controls and procedures are designed to provide reasonable assurances of achieving the Company’s control objectives.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, our CFO and our management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15(d)-15(e) of the Exchange Act. Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2013, our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 is appropriate.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the third quarter of 2013 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

The certifications of our Chief Executive Officer and our Chief Financial Officer that are Exhibits 31.1 and 31.2, respectively, should be read in conjunction with the foregoing information for a more complete understanding of the references in those Exhibits to disclosure controls and procedures and internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.

Item 1A. Risk Factors

There are no material changes in the risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Table.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MDC PARTNERS INC.

/s/ Michael Sabatino
Michael Sabatino
Senior Vice President, Chief Accounting Officer

November 5, 2013

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EXHIBIT INDEX

Exhibit No.		Description

12		Statement of computation of ratio of earnings to fixed charges.*

31.1		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.*

31.2		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.*

32.1		Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

99.1		Schedule of ownership by operating subsidiary.*

101		Interactive data file.*

* Filed electronically herewith.

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