NEW YORK, July 24, 2014 /PRNewswire/ --

SECOND QUARTER HIGHLIGHTS:


    --  Revenue increased to $317.7 million from $287.5 million, an increase of
        10.5%
    --  Organic revenue increased 7.0%
    --  Net Income attributable to MDC Partners increased to $16.5 million from
        $9.8 million, an increase of 67.8%
    --  Adjusted EBITDA increased to $48.8 million from $44.6 million, an
        increase of 9.5% (see Schedules 2 and 3)
    --  Adjusted EBITDA margin of 15.4% versus 15.5%
    --  Adjusted EBITDA Available for General Capital Purposes increased to
        $31.0 million from $27.1 million, an increase of 14.6% (see Schedule 6)
    --  Net New Business wins totaled a record $53.7 million

YEAR-TO-DATE HIGHLIGHTS:


    --  Revenue increased to $610.3 million from $553.1 million, an increase of
        10.3%
    --  Organic revenue increased 7.3%
    --  Net Income attributable to MDC Partners increased $41.0 million to $7.6
        million from a loss of $33.3 million
    --  Adjusted EBITDA increased to $85.3 million from $75.4 million, an
        increase of 13.0% (see Schedules 4 and 5)
    --  Adjusted EBITDA margin increased 40 basis points to 14.0% from 13.6%
    --  Adjusted EBITDA Available for General Capital Purposes increased to
        $51.7 million from $42.5 million, an increase of 21.6% (see Schedule 6)
    --  Net New Business wins totaled $78.3 million

MDC Partners Inc. (NASDAQ: MDCA; TSX: MDZ.A) today announced financial results for the three and six months ended June 30, 2014.

Miles S. Nadal, Chairman and Chief Executive Officer of MDC Partners, said, "We delivered very strong results in the second quarter. It's clear that our business model is unique and increasing the return on marketing investment for clients, and increasing the sustainable profitable growth rate of our business. Organic revenue grew 7.0% and Adjusted EBITDA increased 9.5%, representing a 15.4% margin. Adjusted EBITDA Available for General Capital Purposes increased 14.6% to $31.0 million and net new business wins were $53.7 million during the quarter. The business pipeline is full of increasingly large and global opportunities as our agencies scale their capabilities. Our partner agencies are performing ahead of our expectations and we are executing well against a number of our growth initiatives. Our prospects for 2014 are even more encouraging than what we detailed in the first quarter and as a result, we are once again raising our 2014 guidance for Adjusted EBITDA and Adjusted EBITDA Available for General Capital Purposes."

Guidance for 2014 is revised as follows:



                                                                           2014                     2014                      2014          Implied

                                                   2013      Initial Guidance      Revised Guidance 1Q      Revised Guidance 2Q       Year over Year

                                  Actuals                  February 20, 2014         April 24, 2014           July 24, 2014              Change
                                  -------                  -----------------         --------------           -------------              ------


    Revenue                               $1.15 billion $1.230 - $1.255 billion $1.245 - $1.270 billion  $1.245 - $1.270 billion                    +8.4% to +10.5%


    Adjusted EBITDA                      $159.4 million     $177 - $181 million     $181 - $185 million      $184 - $188 million                   +15.4% to +17.9%

    Adjusted EBITDA Margin                        13.9%                   14.4%          14.5% to 14.6%                   14.8%    +90 basis points


    Adjusted EBITDA Available for         $91.6 million     $104 - $108 million     $106 - $110 million      $108 - $112 million                   +18.0% to +22.3%

    General Capital Purposes

Consolidated revenue for the second quarter of 2014 was $317.7 million, an increase of 10.5% compared to $287.5 million in the second quarter of 2013. Adjusted EBITDA for the second quarter of 2014 was $48.8 million, an increase of 9.5% compared to $44.6 million in the second quarter of 2013. Net income attributable to MDC Partners in the second quarter was $16.5 million compared to $9.8 million in the second quarter of 2013. Diluted income per share from continuing operations attributable to MDC Partners common shareholders for the second quarter of 2014 was $0.33 compared to $0.22 per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $31.0 million in the second quarter of 2014, an increase of 14.6% compared to $27.1 million in the second quarter of 2013.

For the six month period ended June 30, 2014, consolidated revenue was $610.3 million, an increase of 10.3% compared to $553.1 million in the six months ended June 30, 2013. Adjusted EBITDA for the six months ended June 30, 2014 increased 13.0% to $85.3 million compared to $75.4 million in the same period of 2013. Net income attributable to MDC Partners in the six months ended June 30, 2014 was $7.6 million compared to a loss of $33.3 million in 2013. Diluted income per share from continuing operations attributable to MDC Partners common shareholders for the six months ended June 30, 2014 was $0.16 compared to a loss of ($0.64) per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $51.7 million in the six months ended June 30, 2014, an increase of 21.6% compared to $42.5 million in the same period of 2013.

David Doft, CFO of MDC Partners, said, "Given the superior performance we delivered in the first half of the year, and our growing expectations for the third and fourth quarters, we believe that it is prudent to provide updated financial targets for the year. While our revenue guidance is maintained at $1.245 to $1.270 billion, implying 8.4% to 10.5% year over year growth, we are increasing our Adjusted EBITDA guidance for the year to $184 million to $188 million, or year over year growth of 15.4% to 17.9% and Adjusted EBITDA margins of 14.8%, up 90 basis points year over year. We are also increasing guidance for Adjusted EBITDA Available for General Capital Purposes to $108 to $112 million, representing an increase of 18.0% to 22.3%, despite the incremental interest expense from our debt financings. Our increased margin forecast indicates that we are on pace to achieving our long-term target margins of 15% to 17% well ahead of schedule."

MDC Partners Announces $0.19 per Share Quarterly Cash Dividend

MDC Partners today also announced that its Board of Directors has declared a cash dividend of $0.19 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend represents an increase of 5.6% from our prior quarterly dividend of $0.18, and will be payable on or about August 19, 2014, to shareholders of record at the close of business on August 5, 2014.

Conference Call

Management will host a conference call on Thursday, July 24, 2014 at 4:30 p.m. (ET) to discuss results. The conference call will be accessible by dialing 1-412-317-0790 or toll free 1-877-870-4263. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be available one hour after the call until 9:00 a.m. (ET) August 8, 2014, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10049255) or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC is one of the world's largest Business Transformation Organizations that utilizes technology, marketing communications, data analytics, insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, and worldwide.

MDC Partners' durable competitive advantage is to Empower the Most Talented Entrepreneurial Thought Leaders to Drive Business Success to new levels of Achievement, for both our Clients and our Shareholders, reinforcing MDC's reputation as "The Place Where Great Talent Lives."

MDC Partners' Class A shares are publicly traded on NASDAQ under the symbol "MDCA" and on the Toronto Stock Exchange under the symbol "MDZ.A".

Please visit us: www.mdc-partners.com
Follow us on Twitter: http://www.twitter.com/mdcpartners
Join us on LinkedIn: http://www.linkedin.com/company/mdc-partners
Find us on Instagram: http://www.instagram.com/mdcpartners

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. These non-GAAP financial measures relate to: (1) presenting Adjusted EBITDA and EBITDA margin (as defined) for the three and six months ended June 30, 2014, and 2013; and (2) presenting Adjusted EBITDA Available for General Capital Purposes for the three and six months ended June 30, 2014, and 2013. Included in this earnings release are tables reconciling MDC's reported results to arrive at these non-GAAP financial measures.

This press release contains forward-looking statements. The Company's representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company's beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, 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 downturn;
    --  the Company's ability to attract new clients and retain existing
        clients;
    --  the spending patterns and financial success of the Company's clients;
    --  the Company's ability to retain and attract key employees;
    --  the Company's ability to remain in compliance with its debt agreements
        and the Company's ability to finance its contingent payment obligations
        when due and payable, including but not limited to those relating to
        "put" option right 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 its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company's leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more 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 additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption "Risk Factors" and in the Company's other SEC filings.


                                                                                                              SCHEDULE 1


                                                                                                          MDC PARTNERS INC.

                                                                                           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                                                             Three Months Ended June 30,                 Six Months Ended June 30,
                                                                                                             ---------------------------                 -------------------------

                                                                                                                                         2014       2013                                 2014        2013
                                                                                                                                         ----       ----                                 ----        ----



    Revenue                                                                                                                          $317,719   $287,499                             $610,288    $553,135


    Operating Expenses:

    Cost of services sold                                                                                                             200,182    189,677                              391,875     367,535

    Office and general expenses                                                                                                        78,558     60,845                              156,732     128,205

    Depreciation and amortization                                                                                                      10,730      9,488                               22,025      18,967

                                                                                                                                      289,470    260,010                              570,632     514,707
                                                                                                                                      -------    -------                              -------     -------


    Operating profit                                                                                                                   28,249     27,489                               39,656      38,428


    Other Income (Expenses):

    Other, net                                                                                                                          7,302    (2,880)                                 765       (191)

    Interest expense and finance charges                                                                                             (13,882)  (10,375)                            (26,636)   (22,803)

    Loss on Redemption of Notes                                                                                                             -         -                                   -   (55,588)

    Interest income                                                                                                                         1         62                                  110         165
                                                                                                                                          ---        ---                                  ---         ---


    Income (Loss) from continuing operations before income taxes

      and equity in non-consolidated affiliates                                                                                        21,670     14,296                               13,895    (39,989)


    Income tax expense (benefit)                                                                                                        3,378      1,727                                3,044    (12,523)
                                                                                                                                        -----      -----                                -----     -------


    Income (Loss) from continuing operations before equity in non-consolidated affiliates                                              18,292     12,569                               10,851    (27,466)

    Equity in earnings of non-consolidated affiliates                                                                                      79         82                                  142         123
                                                                                                                                          ---        ---                                  ---         ---


    Income (Loss) from continuing operations                                                                                           18,371     12,651                               10,993    (27,343)

    Loss from discontinued operations attributable to MDC Partners Inc., net of taxes                                                   (152)   (1,321)                               (258)    (3,503)
                                                                                                                                         ----     ------                                 ----      ------

    Net Income (loss)                                                                                                                  18,219     11,330                               10,735    (30,846)

    Net income attributable to the noncontrolling interests                                                                           (1,749)   (1,514)                             (3,111)    (2,496)
                                                                                                                                       ------     ------                               ------      ------

    Net income (loss) attributable to MDC Partners Inc.                                                                               $16,470     $9,816                               $7,624   ($33,342)
                                                                                                                                      =======     ======                               ======    ========


    Income (Loss) Per Common Share:

    Basic

    Income (Loss) from continuing operations attributable to MDC

       Partners Inc. common shareholders                                                                                                $0.34      $0.24                                $0.16     ($0.64)

    Discontinued operations attributable to MDC

       Partners Inc. common shareholders                                                                                              ($0.00)   ($0.03)                             ($0.01)    ($0.07)
                                                                                                                                       ------     ------                               ------      ------

    Net Income (Loss) attributable to MDC Partners Inc.

       common shareholders                                                                                                              $0.34      $0.21                                $0.15     ($0.71)
                                                                                                                                        =====      =====                                =====      ======


    Income (loss) Per Common Share:

    Diluted:

    Income (loss) from continuing operations attributable to MDC

       Partners Inc. common shareholders                                                                                                $0.33      $0.22                                $0.16     ($0.64)

    Discontinued operations attributable to MDC

       Partners Inc. common shareholders                                                                                              ($0.00)   ($0.03)                             ($0.01)    ($0.07)
                                                                                                                                       ------     ------                               ------      ------

    Net Income (loss) attributable to MDC Partners Inc.

       common shareholders                                                                                                              $0.33      $0.19                                $0.15     ($0.71)
                                                                                                                                        =====      =====                                =====      ======


    Weighted Average Number of Common Shares:

    Basic                                                                                                                          49,546,062 47,098,392                           49,442,770  46,975,299

    Diluted                                                                                                                        50,195,321 51,174,437                           50,106,545  46,975,299


                                                                                                                                                       SCHEDULE 2


                                                                                                                                                    MDC PARTNERS INC.

                                                                                                                              RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

                                                                                                                                            (US$ in 000s, except percentages)


    For the Three Months Ended June 30, 2014


                                                                                                                                                    Strategic                                        Performance

                                                                                                                                                    Marketing                                         Marketing

                                                                                                                                                    Services                                          Services                                          Corporate                     Total
                                                                                                                                                    --------                                          --------                                          ---------                     -----





    Revenue                                                                                                                                                    $221,017                                               $96,702                                               -                $317,719
                                                                                                                                                               ========                                               =======                                             ===                ========




    Net income attributable to MDC Partners Inc.                                                                                                                                                                                                                                            $16,470

    Adjustments to reconcile to Operating Profit:

       Net income attributable to the noncontrolling interests                                                                                                                                                                                                                                1,749

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                                                                             152

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                                                                       (79)

       Income tax Expense                                                                                                                                                                                                                                                                     3,378

       Interest expense and finance charges, net                                                                                                                                                                                                                                             13,881

       Other, net                                                                                                                                                                                                                                                                           (7,302)
                                                                                                                                                                                                                                                                                             ------

    Operating profit (loss)                                                                                                                                     $35,497                                                $5,298                                       ($12,546)                 $28,249

    margin                                                                                                                                                        16.1%                                                 5.5%                                                                   8.9%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                 5,038                                                 5,259                                             433                   10,730

    Stock-based compensation                                                                                                                                      2,112                                                   930                                           1,386                    4,428

    Acquisition deal costs                                                                                                                                          441                                                   202                                             341                      984

    Deferred acquisition consideration adjustments to P&L                                                                                                         1,123                                                 2,948                                               -                   4,071

    Profit distributions from affiliates                                                                                                                              -                                                   45                                             311                      356
                                                                                                                                                                    ---                                                  ---                                             ---                      ---


    Adjusted EBITDA *                                                                                                                                           $44,211                                               $14,682                                       ($10,075)                 $48,818

    margin                                                                                                                                                        20.0%                                                15.2%                                                                  15.4%




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


                                                                                                                                                       SCHEDULE 3


                                                                                                                                                    MDC PARTNERS INC.

                                                                                                                              RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

                                                                                                                                            (US$ in 000s, except percentages)


    For the Three Months Ended June 30, 2013


                                                                                                                                                    Strategic                                         Performance

                                                                                                                                                    Marketing                                          Marketing

                                                                                                                                                    Services                                           Services                                          Corporate                   Total
                                                                                                                                                    --------                                           --------                                          ---------                   -----





    Revenue                                                                                                                                                    $200,670                                                $86,829                                               -             $287,499
                                                                                                                                                               ========                                                =======                                             ===             ========




    Net income attributable to MDC Partners Inc.                                                                                                                                                                                                                                           $9,816

    Adjustments to reconcile to Operating Profit:

       Net income attributable to the noncontrolling interests                                                                                                                                                                                                                              1,514

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                                                                         1,321

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                                                                     (82)

       Income tax Expense                                                                                                                                                                                                                                                                   1,727

       Interest expense and finance charges, net                                                                                                                                                                                                                                           10,313

       Other, net                                                                                                                                                                                                                                                                           2,880
                                                                                                                                                                                                                                                                                            -----

    Operating profit (loss)                                                                                                                                     $27,771                                                 $4,742                                        ($5,024)              $27,489

    margin                                                                                                                                                        13.8%                                                  5.5%                                                                9.6%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                 5,753                                                  3,408                                             327                 9,488

    Stock-based compensation                                                                                                                                      1,839                                                  1,030                                           1,885                 4,754

    Acquisition deal costs                                                                                                                                           39                                                     99                                             337                   475

    Deferred acquisition consideration adjustments to P&L                                                                                                         3,549                                                (1,162)                                              -                2,387

    Profit distributions from affiliates                                                                                                                              -                                                     -                                              -                    -
                                                                                                                                                                    ---                                                   ---                                            ---                  ---


    Adjusted EBITDA *                                                                                                                                           $38,951                                                 $8,117                                        ($2,475)              $44,593

    margin                                                                                                                                                        19.4%                                                  9.3%                                                               15.5%




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


                                                                                                                                                   SCHEDULE 4


                                                                                                                                                MDC PARTNERS INC.

                                                                                                                          RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

                                                                                                                                        (US$ in 000s, except percentages)


    For the Six Months Ended June 30, 2014


                                                                                                                                            Strategic                                         Performance

                                                                                                                                            Marketing                                          Marketing

                                                                                                                                            Services                                           Services                                          Corporate                Total
                                                                                                                                            --------                                           --------                                          ---------                -----





    Revenue                                                                                                                                            $426,965                                               $183,323                                               -          $610,288
                                                                                                                                                       ========                                               ========                                             ===          ========




    Net income attributable to MDC Partners Inc.                                                                                                                                                                                                                                $7,624

    Adjustments to reconcile to Operating Profit:

       Net income attributable to the noncontrolling interests                                                                                                                                                                                                                   3,111

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                                                                258

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                                                         (142)

       Income tax Expense                                                                                                                                                                                                                                                        3,044

       Interest expense and finance charges, net                                                                                                                                                                                                                                26,526

       Other, net                                                                                                                                                                                                                                                                (765)
                                                                                                                                                                                                                                                                                  ----

    Operating profit (loss)                                                                                                                             $59,100                                                 $3,579                                       ($23,023)            39,656

    margin                                                                                                                                                13.8%                                                  2.0%                                                             6.5%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                        10,084                                                 11,006                                             935             22,025

    Stock-based compensation                                                                                                                              4,251                                                  2,207                                           2,338              8,796

    Acquisition deal costs                                                                                                                                  596                                                    786                                             673              2,055

    Deferred acquisition consideration adjustments to P&L                                                                                                 5,554                                                  6,539                                               -            12,093

    Profit distributions from affiliates                                                                                                                      -                                                   283                                             354                637
                                                                                                                                                            ---                                                   ---                                             ---                ---


    Adjusted EBITDA *                                                                                                                                    79,585                                                 24,400                                        (18,723)            85,262

    margin                                                                                                                                                18.6%                                                 13.3%                                                            14.0%




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


                                                                                                                                                                           SCHEDULE 5


                                                                                                                                                                       MDC PARTNERS INC.

                                                                                                                                                  RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

                                                                                                                                                               (US$ in 000s, except percentages)


    For the Six Months Ended June 30, 2013


                                                                                                                                                                                           Strategic                                         Performance

                                                                                                                                                                                           Marketing                                          Marketing

                                                                                                                                                                                           Services                                           Services                               Corporate           Total
                                                                                                                                                                                           --------                                           --------                               ---------           -----





    Revenue                                                                                                                                                                                           $384,100                                               $169,035                                  -          $553,135
                                                                                                                                                                                                      ========                                               ========                                ===          ========




    Net income attributable to MDC Partners Inc.                                                                                                                                                                                                                                                               ($33,342)

    Adjustments to reconcile to Operating Profit:

       Net income attributable to the noncontrolling interests                                                                                                                                                                                                                                                     2,496

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                                                                                                3,503

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                                                                                           (123)

       Income tax Benefit                                                                                                                                                                                                                                                                                       (12,523)

       Interest expense, finance charges, and loss on redemption of notes, net                                                                                                                                                                                                                                    78,226

       Other, net                                                                                                                                                                                                                                                                                                    191
                                                                                                                                                                                                                                                                                                                     ---

    Operating profit (loss)                                                                                                                                                                            $50,428                                                 $3,534                          ($15,534)           $38,428

    margin                                                                                                                                                                                               13.1%                                                  2.1%                                                6.9%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                                                       11,527                                                  6,748                                692             18,967

    Stock-based compensation                                                                                                                                                                             2,980                                                  1,859                              4,416              9,255

    Acquisition deal costs                                                                                                                                                                                 165                                                    194                                652              1,011

    Deferred acquisition consideration adjustments to P&L                                                                                                                                                4,048                                                    635                                  -             4,683

    Profit distributions from affiliates                                                                                                                                                                     -                                                     -                             3,096              3,096
                                                                                                                                                                                                           ---                                                   ---                             -----              -----


    Adjusted EBITDA *                                                                                                                                                                                  $69,148                                                $12,970                           ($6,678)           $75,440

    margin                                                                                                                                                                                               18.0%                                                  7.7%                                               13.6%



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



                                        SCHEDULE 6


                                    MDC PARTNERS INC.

                  ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

                                      (US$ in 000s)



                                            Three Months Ended                Six Months Ended
                                                 June 30,                          June 30,
                                           -------------------               -----------------

                                                2014         2013                     2014         2013
                                                ----         ----                     ----         ----

    Adjusted EBITDA (1)                      $48,818      $44,593                  $85,262      $75,440

    Net Income
     Attributable to
     Noncontrolling
     Interests                               (1,749)     (1,514)                 (3,111)     (2,496)

    Capital
     Expenditures, net
     (2)                                    (3,229)     (6,589)                 (6,245)     (9,237)

    Cash Taxes                                  (35)       (132)                   (118)       (199)

    Cash Interest, net &
     Other (3)                              (12,763)     (9,262)                (24,126)    (21,025)
                                             -------       ------                  -------      -------


    Adjusted EBITDA
     Available for
     General Capital
     Purposes (4)                            $31,042      $27,096                  $51,662      $42,483
                                             =======      =======                  =======      =======






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

    (2) Capital Expenditures, net represents capital expenditures net of landlord reimbursements.

    (3) Cash Interest, net & Other represents the quarterly accrual of cash interest under our Senior Notes.

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



                                                                 SCHEDULE 7


                                                              MDC PARTNERS INC.

                                                         CONSOLIDATED BALANCE SHEETS

                                                                (US$ in 000s)



                                                                         June 30,            December 31,

                                                                                        2014                   2013
                                                                                        ----                   ----



    Assets

    Current Assets:

    Cash and cash equivalents                                                        $72,339               $102,007

    Accounts receivable, net                                                         394,342                309,796

    Expenditures billable to clients                                                  91,880                 63,246

    Other current assets                                                              31,733                 25,458
                                                                                      ------                 ------

    Total Current Assets                                                             590,294                500,507


    Fixed assets, net                                                                 50,709                 52,071

    Investment in non-consolidated
     affiliates                                                                          412                    275

    Goodwill                                                                         882,667                744,333

    Other intangible assets, net                                                      68,817                 56,262

    Deferred tax assets                                                               21,363                 21,131

    Other assets                                                                      70,756                 50,648
                                                                                      ------                 ------

    Total Assets                                                                  $1,685,018             $1,425,227
                                                                                  ==========             ==========



    Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit

    Current Liabilities:

    Accounts payable                                                                $289,505               $246,694

    Accruals and other liabilities                                                   267,048                240,580

    Advance billings                                                                 192,906                149,540

    Current portion of long term debt                                                    617                    467

    Current portion of deferred
     acquisition consideration                                                        69,138                 53,041
                                                                                      ------                 ------

    Total Current Liabilities                                                        819,214                690,322


    Long-term debt                                                                   743,599                664,661

    Long-term portion of deferred
     acquisition consideration                                                       111,668                100,872

    Other liabilities                                                                 32,635                 34,430

    Deferred tax liabilities                                                          65,413                 63,020

    Total Liabilities                                                              1,772,529              1,553,305
                                                                                   ---------              ---------


    Redeemable Noncontrolling Interests                                              164,508                148,534
                                                                                     -------                -------


    Shareholders' Deficit

    Common shares                                                                    265,615                262,656

    Shares to be issued                                                                    -                   424

    Charges in excess of capital                                                   (170,068)             (126,352)

    Accumulated deficit                                                            (457,952)             (465,576)

    Stock subscription receivable                                                       (55)                  (55)

    Accumulated other comprehensive loss                                             (1,143)                 (797)
                                                                                      ------                   ----

    MDC Partners Inc. Shareholders'
     Deficit                                                                       (363,603)             (329,700)

    Noncontrolling Interests                                                         111,584                 53,088
                                                                                     -------                 ------

    Total Shareholders' Deficit                                                    (252,019)             (276,612)
                                                                                    --------               --------


    Total Liabilities, Redeemable
     Noncontrolling

       Interests and Shareholders' Deficit                                        $1,685,018             $1,425,227
                                                                                  ==========             ==========



                                        SCHEDULE 8


                                    MDC PARTNERS INC.

                                  SUMMARY CASH FLOW DATA

                                      (US$ in 000s)



                                                Six Months Ended
                                                    June 30,

                                                                2014      2013
                                                                ----      ----


    Cash flows provided by
     continuing operating
     activities                                              $33,099   $55,773

    Discontinued operations                                    (258)  (1,702)
                                                                ----

    Net cash provided by
     operating activities                                     32,841    54,071
                                                              ------    ------


    Cash flows used in continuing
     investing activities                                   (58,331)  (9,028)

    Discontinued operations                                        -     (11)
                                                                 ---      ---

    Net cash used in investing
     activities                                             (58,331)  (9,039)


    Net cash used in continuing
     financing activities                                    (3,848) (28,408)


    Effect of exchange rate
     changes on cash and cash
     equivalents                                               (330)      382
                                                                ----       ---


    Net increase (decrease) in
     cash and cash equivalents                             ($29,668)  $17,006
                                                            ========   =======

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

http://photos.prnewswire.com/prnvar/20120221/NY57031LOGO

Logo - http://photos.prnewswire.com/prnh/20120221/NY57031LOGO

SOURCE MDC Partners Inc.