8-K - STGW - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) — May 5, 2021

MDC PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

Canada	001-13718	98-0364441
(Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One World Trade Center, Floor 65, New York, NY 10007

(Address of principal executive offices and zip code)

(646) 429-1800

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Subordinate Voting Shares, no par value	MDCA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 5, 2021, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three months ended March 31, 2021. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company will host an earnings call in which its financial results for the three months ended March 31, 2021 will be discussed. The investor presentation to be used for the call is attached as Exhibit 99.2 hereto.

The Company has posted the materials attached as Exhibit 99.1 and 99.2 on its website (www.mdc-partners.com). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition”. Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated May 5, 2021 , relating to the Company's results for the three months ended March 31 , 202 1 .

99.2 Investor presentation dated May 5, 2021 .

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: May 5, 2021	MDC Partners Inc.
	By:	/s/ Frank Lanuto
		Frank Lanuto
		Chief Financial Officer

Document

FOR IMMEDIATE ISSUE

FOR:	MDC Partners Inc.	CONTACT:	Michaela Pewarski
	One World Trade Center, Floor 65		MDC Partners
	New York, NY 10007		(646) 429-1812
			mpewarski@MDC-Partners.com

MDC PARTNERS INC. REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2021

MDC Reports Highest Net Income in Nearly Three Years and

Highest First Quarter Adjusted EBITDA in Company History

FIRST QUARTER HIGHLIGHTS:

•GAAP revenue of $307.6 million in the first quarter versus $327.7 million in the prior year period, a decline of 6.2%.

•Organic revenue declined 6.9% in the first quarter, continuing to narrow the year-over-year revenue decline amidst the pandemic recovery.

•Net revenue of $270.7 million in the first quarter vs. $274.4 million in the prior period, a decline of 1.4%.

•Organic net revenue declined 2.1% in the first quarter.

•Net income attributable to MDC Partners Inc. common shareholders was $0.9 million in the first quarter of 2021 versus net loss of $2.4 million in the prior year period, MDC’s highest net income reported in 11 quarters.

•Adjusted EBITDA for the three months ended March 31, 2021 was $51.9 million versus $39.6 million a year ago, an increase of 31.3% and the highest first quarter Adjusted EBITDA result in company history, driven by cost actions taken during 2019 and 2020.

•Adjusted EBITDA Margin of 16.9%, compared to 12.1% in the prior year period.

•Covenant EBITDA (LTM) of $200.7 million, up from $190.1 million in the fourth quarter of 2020 and consistent with the first quarter of 2020.

•Net New Business wins totaled $10.2 million in the first quarter against $8.4 million a year ago and totaled $92.1 million over the last twelve months.

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New York, NY, May 5, 2021 (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three months ended March 31, 2021.

"MDC delivered its highest net income in nearly three years and $52 million of Adjusted EBITDA in the first quarter, up 31% from prior year and the strongest first quarter Adjusted EBITDA result in the company’s history,” said Mark Penn, Chairman and Chief Executive Officer of MDC Partners. “We continue to see a rebound from pandemic revenue lows, with year-over-year revenue growth in the Healthcare, Consumer Products and Financial client sectors. We are encouraged by the strong start to the year and maintain our outlook of 7 to 9% organic revenue growth for the year with Adjusted EBITDA of $190 million to $200 million. This momentum sets us up well for the next major step in our strategic transformation, the proposed combination of MDC and Stagwell, which we believe promises to disrupt the industry and provide value for all our stakeholders.”

Frank Lanuto, Chief Financial Officer, added, “As our revenue rebounds from pandemic declines, we again delivered expanded Adjusted EBITDA margins to 16.9%, up 480 basis points from a year ago. We continued to lower our leverage, down to 4.1x, and generated $47 million in cash flow from operations in the quarter, ending with net cash of $93 million."

First Quarter 2021 Financial Results

Revenue for the first quarter of 2021 was $307.6 million versus $327.7 million for the first quarter 2020, a decline of 6.2%. The effect on revenue of foreign exchange was positive 1.4%, the impact of non-GAAP acquisitions (dispositions), net was negative 0.6%, and organic revenue decline was 6.9%, inclusive of $16.9 million or 481 basis points from lower billable costs. Organic revenue declined primarily due to reduced spending by clients in connection with COVID-19.

Revenue in the first quarter of 2021 decreased 6.3% sequentially from the fourth quarter of 2020, less than the typical seasonal decline as revenue continues to rebound from COVID-19 declines. Net New Business wins in the first quarter of 2021 totaled $10.2 million.

Net income attributable to MDC Partners Inc. common shareholders for the first quarter of 2021 was $0.9 million versus net loss of $2.4 million for the first quarter 2020. The increase was primarily due to lower revenues, more than offset by a reduction in expenses, as well as the favorable impact of foreign exchange. Diluted income per share attributable to MDC Partners common shareholders for the first quarter of 2021 was $0.01 versus diluted loss per share of $0.03 for the first quarter 2020.

Adjusted EBITDA for the first quarter of 2021 was $51.9 million versus $39.6 million for the first quarter 2020, an increase of 31.3%, primarily due to lower revenues, more than offset by a reduction in expenses to combat the impact of COVID-19 on the business. This led to a 480 basis point increase in Adjusted EBITDA margin in the first quarter of 2021 to 16.9% from 12.1% in the first quarter 2020.

Covenant EBITDA for the last twelve months (LTM) was $200.7 million as of March 31, 2021, up from $190.1 million in the fourth quarter of 2020 and flat versus the first quarter of 2020.

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Financial Outlook

2021 financial guidance is as follows:

	2021 Outlook Commentary *
Organic Revenue Growth	We expect approximately 7 to 9% growth in organic revenue.
Foreign Exchange Impact, net	No estimated impact at this time.
Impact of Non-GAAP Acquisitions (Dispositions), net	Our current expectations are that the impact of acquisitions, net of disposition activity, will have no material impact on revenue.
Adjusted EBITDA	The Company expects to complete fiscal year 2021 with approximately $190 million to $200 million of Adjusted EBITDA, approximately 7 to 13% above prior year.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2021 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K See "Non-GAAP Financial Measures" below for additional information.

Conference Call

Management will host a conference call on Wednesday, May 5, 2021, at 8:30 a.m. (ET) to discuss its results. The conference call will be accessible by dialing 1-412-902-4266 or toll free 1-888-346-6216. An investor presentation has been posted on our website at www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be accessible one hour after the end of the conference call until 12:00 a.m. (ET), May 12, 2021, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10154411), or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC Partners is one of the most influential marketing and communications networks in the world. As "The Place Where Great Talent Lives," MDC Partners is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world's most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results,

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can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:

(1) Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms that the Company has held throughout each of the comparable periods presented, and (b) “non-GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.

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

(3) Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure that represents Net income (loss) attributable to MDC Partners Inc. common shareholders plus or minus non-operating items to operating income (loss) plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items, net which includes items such as merger related costs, severance and other restructuring expenses, including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.

(4) Covenant EBITDA: Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, permitted dispositions and other items, as defined in the Company's Credit Agreement. We believe that the presentation of Covenant EBITDA is useful to investors as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. In addition, the presentation of Covenant EBITDA provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Company's Credit Agreement.

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

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This press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company’s beliefs and expectations, earnings (loss) guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

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

•risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients, including as a result of the novel coronavirus pandemic (“COVID-19”);

•the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

•an inability to realize expected benefits of the proposed redomiciliation of the Company from the federal jurisdiction of Canada to the State of Delaware (the “Redomiciliation”) and the subsequent combination of the Company’s business with the business of the subsidiaries of Stagwell Media LP (“Stagwell”) that own and operate a portfolio of marketing services companies (the “Business Combination” and, together with the Redomiciliation, the “Proposed Transactions”) or the occurrence of difficulties in connection with the Proposed Transaction;

•adverse tax consequences in connection with the Proposed Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company’s determination of value and computations of its tax attributes may result in increased tax costs;

•the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Proposed Transactions;

•the impact of uncertainty associated with the Proposed Transactions on the Company’s businesses;

•direct or indirect costs associated with the Proposed Transactions, which could be greater than expected;

•the risk that a condition to completion of the Proposed Transactions may not be satisfied and the Proposed Transactions may not be completed;

•the risk of parties challenging the Proposed Transactions or the impact of the Proposed Transactions on the Company’s debt arrangements;

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

•reduction in client spending and changes in client advertising, marketing and corporate communications requirements;

•financial failure of the Company’s clients;

•the Company’s ability to retain and attract key employees;

•the Company’s ability to achieve the full amount of its stated cost saving initiatives;

•the Company’s implementation of strategic initiatives;

•the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;

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•the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and

•foreign currency fluctuations.

Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in the Company’s 2020 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2021 and accessible on the SEC’s website at www.sec.gov., under the caption “Risk Factors,” and in the Company’s other SEC filings.

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SCHEDULE 1

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(US$ in 000s, Except per Share Amounts)

	Three Months Ended March 31,
	2021		2020
Revenue:
Services	$	307,585	$	327,742
Operating Expenses
Cost of services sold	186,921		222,694
Office and general expenses	83,946		66,354
Depreciation and amortization	8,176		9,206
Impairment and other losses	875		161
	279,918		298,415
Operating income	27,667		29,327
Other Income (expenses):
Interest expense and finance charges, net	(19,065)		(15,611)
Foreign exchange gain (loss)	2,080		(14,757)
Other, net	614		16,334
	(16,371)		(14,034)
Income before income taxes and equity in earnings of non-consolidated affiliates	11,296		15,293
Income tax expense	1,302		13,500
Income before equity in earnings of non-consolidated affiliates	9,994		1,793
Equity in losses of non-consolidated affiliates	(493)		—
Net income	9,501		1,793
Net income attributable to the noncontrolling interest	(4,491)		(791)
Net income attributable to MDC Partners Inc.	5,010		1,002
Accretion on and net income allocated to convertible preference shares	(4,089)		(3,440)
Net income (loss) attributable to MDC Partners Inc. common shareholders	$	921	$	(2,438)
Income (loss) Per Common Share:
Basic
Net income (loss) attributable to MDC Partners Inc. common shareholders	$	0.01	$	(0.03)
Diluted
Net income (loss) attributable to MDC Partners Inc common shareholders	$	0.01	$	(0.03)
Weighted Average Number of Common Shares Outstanding:
Basic	73,392,824		72,397,661
Diluted	75,439,066		72,397,661

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SCHEDULE 2

MDC PARTNERS INC.

UNAUDITED REVENUE RECONCILIATION

(US$ in 000s, except percentages)

	Three Months Ended
	Revenue	% Change
March 31, 2020
Organic revenue (1)	(22,615)	(6.9)	%
Non-GAAP acquisitions (dispositions), net	(2,101)	(0.6)	%
Foreign exchange impact	4,559	1.4	%
Total change	(20,157)	(6.2)	%
March 31, 2021

All values are in US Dollars.

(1) Organic revenue refers to the positive results of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue component reflects the constant currency impact of (a) the change in revenue of the partner firms which the Company has held throughout each of the comparable periods presented, and (b) “non-GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year. See "Non-GAAP Financial Measures" herein.

Note: Actuals may not foot due to rounding.

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SCHEDULE 3

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2021

	Integrated Networks - Group A			Integrated Networks - Group B			Media & Data Network			All Other			Corporate		Total
Revenue:	$	102,386		$	111,151		$	36,783		$	57,265		$	—	$	307,585
Net income attributable to MDC Partners Inc. common shareholders															$	921
Adjustments to reconcile to operating income (loss):
Accretion on and net income allocated to convertible preference shares															4,089
Net income attributable to the noncontrolling interest															4,491
Equity in losses of non-consolidated affiliates															493
Income tax expense															1,302
Interest expense and finance charges, net															19,065
Foreign exchange gain															(2,080)
Other, net															(614)
Operating income (loss)	$	11,450		$	19,910		$	3,392		$	4,657		$	(11,742)	$	27,667
Operating margin	11.2		%	17.9		%	9.2		%	8.1		%			9.0		%
Adjustments:
Depreciation and amortization	$	1,294		$	3,657		$	472		$	1,537		$	1,216	$	8,176
Impairment and other losses	—			875			—			—			—		875
Stock-based compensation	(3,628)			953			21			61			630		(1,963)
Deferred acquisition consideration	11,824			128			—			(267)			—		11,685
Distributions from non-consolidated affiliates (1)	—			—			—			—			9		9
Other items, net (2)	1,522			346			1,196			54			2,367		5,485
Adjusted EBITDA (3)	$	22,462		$	25,869		$	5,081		$	6,042		$	(7,520)	$	51,934
Adjusted EBITDA margin	21.9		%	23.3		%	13.8		%	10.6		%			16.9		%

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

(2) Other items, net includes items such as merger related costs, severance and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

(3) Adjusted EBITDA is a non-GAAP financial measure, and as shown above it represents operating income (loss) plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, impairment and other items. See "Non-GAAP Financial Measures" herein.

Note: Actuals may not foot due to rounding.

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SCHEDULE 4

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2020

	Integrated Networks - Group A			Integrated Networks - Group B			Media & Data Network			All Other			Corporate		Total
Revenue:	$	90,621		$	117,707		$	41,058		$	78,356		$	—	$	327,742
Net loss attributable to MDC Partners Inc. common shareholders															$	(2,438)
Adjustments to reconcile to operating income (loss):
Accretion on and net income allocated to convertible preference shares															3,440
Net income attributable to the noncontrolling interest															791
Income tax expense															13,500
Interest expense and finance charges, net															15,611
Foreign exchange loss															14,757
Other, net															(16,334)
Operating income (loss)	$	12,030		$	17,161		$	617		$	7,857		$	(8,338)	$	29,327
Operating margin	13.3		%	14.6		%	1.5		%	10.0		%			8.9		%
Adjustments:
Depreciation and amortization	$	1,741		$	4,526		$	808		$	1,899		$	232	$	9,206
Impairment and other losses	—			161			—			—			—		161
Stock-based compensation	1,961			900			(13)			80			142		3,070
Deferred acquisition consideration	569			(5,612)			375			68			—		(4,600)
Distributions from non-consolidated affiliates (1)	—			—			—			—			(14)		(14)
Other items, net (2)	—			—			—			—			2,416		2,416
Adjusted EBITDA (3)	$	16,301		$	17,136		$	1,787		$	9,904		$	(5,562)	$	39,566
Adjusted EBITDA margin	18.0		%	14.6		%	4.4		%	12.6		%			12.1		%

(2) Other items, net includes items such as merger related costs, severance and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

Note: Actuals may not foot due to rounding.

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SCHEDULE 5

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO COVENANT EBITDA

(US$ in 000s)

	2020								2021		Covenant EBITDA (LTM) (1)
	Q1		Q2		Q3		Q4		Q1		Q4-2020- LTM		Q1-2021 - LTM
Net income (loss) attributable to MDC Partners Inc. common shareholders	$	(2,438)	$	(4,102)	$	360	$	(237,108)	$	921	$	(243,288)	$	(239,929)
Adjustments to reconcile to operating income (loss):
Accretion on and net income allocated to convertible preference shares	3,440		3,509		3,716		3,651		4,089		14,316		14,965
Net income attributable to the noncontrolling interest	791		3,101		10,728		7,154		4,491		21,774		25,474
Equity in losses of non-consolidated affiliates	—		798		31		1,411		493		2,240		2,733
Income tax expense (benefit)	13,500		(7,923)		1,452		109,526		1,302		116,555		104,357
Interest expense and finance charges, net	15,611		15,941		15,266		15,344		19,065		62,162		65,616
Foreign exchange loss (gain)	14,757		(5,342)		(2,159)		(6,274)		(2,080)		982		(15,855)
Other, net	(16,334)		(5,884)		(505)		2,223		(614)		(20,500)		(4,780)
Operating income (loss)	$	29,327	$	98	$	28,889	$	(104,073)	$	27,667	$	(45,759)	$	(47,419)
Adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization	$	9,206	$	8,899	$	9,332	$	9,468	$	8,176	$	36,905	$	35,875
Impairment and other losses	161		18,839		159		77,240		875		96,399		97,113
Stock-based compensation	3,070		1,039		6,459		3,611		(1,963)		14,179		9,146
Deferred acquisition consideration	(4,600)		2,312		2,803		41,672		11,685		42,187		58,472
Distributions from non-consolidated affiliates	(14)		1,079		208		902		9		2,175		2,198
Other items, net (2)	2,416		3,895		6,208		18,725		5,485		31,244		34,313
Adjusted EBITDA	$	39,566	$	36,161	$	54,058	$	47,545	$	51,934	$	177,330	$	189,698
Adjustments to reconcile to Covenant EBITDA:
Proforma dispositions (3)	$	(124)	$	—	$	—	$	—	$	—	$	(124)	$	—
Severance due to eliminated positions	2,133		5,233		2,336		1,987		532		11,689		10,088
Other adjustments, net (4)	357		207		77		585		82		1,226		951
Covenant EBITDA	$	41,932	$	41,601	$	56,471	$	50,117	$	52,548	$	190,121	$	200,737

(1) Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, permitted dispositions and other adjustments, as defined in the Company's Credit Agreement. Covenant EBITDA is calculated as the aggregate of operating results for the rolling last twelve months (LTM). Each quarter is presented to provide the information utilized to calculate Covenant EBITDA. Historical Covenant EBITDA may be re-casted in the current period for any proforma adjustments related to acquisitions and/or dispositions in the current period. See "Non-GAAP Financial Measures" herein.

(2) Other items, net includes items such as merger related costs, severance and other restructuring expenses. See Schedule 10 for a reconciliation of amounts.

(3) Represents Sloane EBITDA for the respective period.

(4) Other adjustments, net primarily includes one-time professional fees and costs associated with real estate consolidation.

Note: Actuals may not foot due to rounding.

Page 11

SCHEDULE 6

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

	March 31, 2021		December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	113,340	$	60,757
Accounts receivable, less allowance for doubtful accounts of $4,498 and $5,473	377,670		374,892
Expenditures billable to clients	22,824		10,552
Other current assets	31,687		40,938
Total Current Assets	545,521		487,139
Fixed assets, at cost, less accumulated depreciation of $137,729 and $136,166	85,085		90,413
Right-of-use assets - operating leases	207,418		214,188
Goodwill	669,060		668,211
Other intangible assets, net	30,784		33,844
Other assets	22,845		17,517
Total Assets	$	1,560,713	$	1,511,312
LIABILITIES, RNCI, AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	209,679	$	168,396
Accruals and other liabilities	242,667		274,968
Advance billings	170,159		152,956
Current portion of lease liabilities - operating leases	41,229		41,208
Current portion of deferred acquisition consideration	52,156		53,730
Total Current Liabilities	715,890		691,258
Long-term debt	864,850		843,184
Long-term portion of deferred acquisition consideration	41,244		29,335
Long-term lease liabilities - operating leases	241,375		247,243
Other liabilities	77,585		82,065
Total Liabilities	1,940,944		1,893,085
Redeemable Noncontrolling Interests	25,352		27,137
Commitments, Contingencies and Guarantees
Shareholders' Deficit:
Convertible preference shares, 145,000 authorized, issued and outstanding at March 31, 2021 and December 31, 2020	152,746		152,746
Common stock and other paid-in capital	106,193		104,367
Accumulated deficit	(704,741)		(709,751)
Accumulated other comprehensive income	183		2,739
MDC Partners Inc. Shareholders' Deficit	(445,619)		(449,899)
Noncontrolling interests	40,036		40,989
Total Shareholders' Deficit	(405,583)		(408,910)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit	$	1,560,713	$	1,511,312

Page 12

SCHEDULE 7

MDC PARTNERS INC.

UNAUDITED SUMMARY CASH FLOW DATA

(US$ in 000s)

	Three Months Ended March 31,
	2021		2020
Net cash provided by (used in) operating activities	$	47,060	$	(19,955)
Net cash provided by (used in) investing activities	(7,032)		16,645
Net cash provided by financing activities	13,427		119,642
Effect of exchange rate changes on cash and cash equivalents	(872)		(2,164)
Net increase in cash and cash equivalents	$	52,583	$	114,168
Cash and cash equivalents at beginning of period	60,757		106,933
Cash and cash equivalents at end of period	$	113,340	$	221,101
Supplemental disclosures:
Cash income taxes paid	$	251	$	849
Cash interest paid	$	317	$	145

Note: Actuals may not foot due to rounding.

Page 13

SCHEDULE 8

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

(US$ in 000s)

	2020										2021
	Q1		Q2		Q3		Q4		YTD		Q1
NON-GAAP DISPOSITIONS, NET
Foreign exchange impact	$	(248)	$	—	$	—	$	—	$	(248)	$	—
Contribution to organic revenue (growth) decline (1)	(411)		—		—		—		(411)		—
Prior year revenue from dispositions (2)	(5,024)		(4,106)		(4,076)		(4,447)		(17,653)		(2,101)
Non-GAAP Dispositions	$	(5,683)	$	(4,106)	$	(4,076)	$	(4,447)	$	(18,312)	$	(2,101)
	2020										2021
	Q1		Q2		Q3		Q4		YTD		Q1
OTHER ITEMS, NET
Severance and other restructuring expenses	$	1,334	$	2,969	$	3,270	$	1,072	$	8,645	$	2,345
Merger costs	1,082		926		2,938		17,653		22,599		3,140
Total other items, net	$	2,416	$	3,895	$	6,208	$	18,725	$	31,244	$	5,485
	2020										2021
	Q1		Q2		Q3		Q4		YTD		Q1
CAPITAL EXPENDITURES, NET
Capital expenditures	$	(1,546)	$	(2,144)	$	(24,187)	$	(9,426)	$	(37,303)	$	(516)

Net revenue, primarily consisting of fees, commissions and performance incentives, represents the amount of our gross billings excluding billable expenses charged to a client. Net revenue of $270,707 (exclusive of billable expenses of $36,877) for the quarter ended March 31, 2021, declined from $274,445 (exclusive of billable expenses of $53,297) for the quarter ended March 31, 2020.

(1) Contribution to organic revenue represents the change in revenue, measured on a constant currency basis, relative to the comparable pre-acquisition period for acquired businesses that are included in the Company's organic revenue growth (decline) calculation.

(2) Prior year revenue from dispositions reflects the incremental impact on revenue for the comparable period after the Company's disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the disposition.

Note: Actuals may not foot due to rounding.

Page 14

mdc202133121managementde

Management Presentation First Quarter 2021 Results May 5, 2021

2 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company’s beliefs and expectations, earnings (loss) guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Words such as “estimates”, “expects”, “contemplates”, “will”, “anticipates”, “projects”, “plans”, “intends”, “believes”, “forecasts”, “may”, “should”, and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients, including as a result of the novel coronavirus pandemic (“COVID-19”); • the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties; • an inability to realize expected benefits of the proposed redomiciliation of the Company from the federal jurisdiction of Canada to the State of Delaware (the “Redomiciliation”) and the subsequent combination of the Company’s business with the business of the subsidiaries of Stagwell Media LP (“Stagwell”) that own and operate a portfolio of marketing services companies (the “Business Combination” and, together with the Redomiciliation, the “Proposed Transactions”) or the occurrence of difficulties in connection with the Proposed Transaction; • adverse tax consequences in connection with the Proposed Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company’s determination of value and computations of its tax attributes may result in increased tax costs; • the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Proposed Transactions; • the impact of uncertainty associated with the Proposed Transactions on the Company’s businesses; • direct or indirect costs associated with the Proposed Transactions, which could be greater than expected; • the risk that a condition to completion of the Proposed Transactions may not be satisfied and the Proposed Transactions may not be completed; • the risk of parties challenging the Proposed Transactions or the impact of the Proposed Transactions on the Company’s debt arrangements; • the Company’s ability to attract new clients and retain existing clients; • reduction in client spending and changes in client advertising, marketing and corporate communications requirements; • financial failure of the Company’s clients; • the Company’s ability to retain and attract key employees; FORWARD LOOKING STATEMENTS & OTHER INFORMATION

3 • the Company’s ability to achieve the full amount of its stated cost saving initiatives; • the Company’s implementation of strategic initiatives; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration; • the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and • foreign currency fluctuations. Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company's Annual Report on Form 10-K and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION (Cont.)

4 ----- DRAFT ----- • Revenue of $307.6 million versus $327.7 million in the prior year period, a decline of 6.2% • Organic revenue decreased by 6.9% versus the prior year period, continuing to narrow the year-over- year revenue decline amidst the pandemic recovery • Organic revenue was unfavorably impacted by 481 basis points from billable pass-through costs • Net revenue of $270.7 million in the first quarter vs. $274.4 million in the prior period, a decline of 1.4% • Organic net revenue decline of 2.1% against prior year • Net income attributable to MDC Partners Inc. common shareholders was $0.9 million in the first quarter of 2021 versus net loss of $2.4 million in the prior year period, MDC’s highest net income reported in 11 quarters • Adjusted EBITDA of $51.9 million versus $39.6 million in the prior year period, an increase of 31.3% and highest first quarter Adjusted EBITDA in company history • Adjusted EBITDA Margin of 16.9% vs. 12.1% in prior year period, an increase of 480 basis points, driven by strategic initiatives and cost actions taken in 2019 and 2020 • Covenant EBITDA (LTM) of $200.7 million, up from $190.1 million in the fourth quarter of 2020 and consistent with the first quarter of 2020 • Net new business wins of $10.2 million in the first quarter against $8.4 million a year ago and totaled $92.1 million over the last twelve months • Leverage of 4.1x, improved from 4.3x a year ago and 4.4x in the fourth quarter of 2020 FI ST QUARTER 2021 FINANCIAL HIGHLIGHTS Note: See appendix for definitions of Non-GAAP Financial Measures

5 CONSOLIDATED REVENUE AND EARNINGS (US$ in millions, except percentages) Three Months Ended March 31, 2021 2020 % Change Revenue $ 307.6 $ 327.7 (6.2) % Operating Expenses Cost of services sold 186.9 222.7 (16.1) % Office and general expenses 83.9 66.4 26.5 % Depreciation and amortization 8.2 9.2 (11.2) % Impairment and other losses 0.9 0.2 NM % Operating income 27.7 29.3 (5.7) % Interest expense and finance charges, net (19.1) (15.6) Foreign exchange gain (loss) 2.1 (14.8) Other, net 0.6 16.3 Income tax expense 1.3 13.5 Equity in losses of non-consolidated affiliates (0.5) — Net income 9.5 1.8 Net income attributable to the noncontrolling interest (4.5) (0.8) Accretion on and net income allocated to convertible preference shares (4.1) (3.4) Net income (loss) attributable to MDC Partners Inc. common shareholders $ 0.9 $ (2.4) Note: See appendix for definitions of Non-GAAP Financial Measures Note: Actuals may not foot due to rounding

6 Organic revenue declined 6.9% in the first quarter of 2021 versus the prior year period. REVENUE SUMMARY (US$ in millions, except percentages) Three Months Ended Revenue $ % Change March 31, 2020 $ 327.7 Organic revenue (22.6) (6.9) % Non-GAAP acquisitions (dispositions), net (2.1) (0.6) % Foreign exchange impact 4.6 1.4 % Total change (20.2) (6.2) % March 31, 2021 $ 307.6 Note: Actuals may not foot due to rounding

7 REVENUE BY GEOGRAPHY AND SEGMENT Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2020 2021 Q1 Q2 Q3 Q4 Q1 Total Total Organic Revenue Total Total Organic Revenue Total Total Organic Revenue Total Total Organic Revenue Total Total Organic Revenue Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) United States $ 264.6 0.6 % 1.3 % $ 210.3 (26.1) % (24.7) % $ 228.3 (16.0) % (14.5) % $ 256.5 (13.6) % (12.1) % $ 242.6 (8.3) % (7.5) % Canada 18.3 18.4 % (1.7) % 16.6 (32.4) % (28.9) % 20.3 (21.6) % (20.9) % 26.8 (17.0) % (18.4) % 22.7 24.1 % 17.5 % North America 282.8 0.9 % 1.1 % 227.0 (26.6) % (25.0) % 248.6 (16.5) % (15.0) % 283.2 (13.9) % (12.7) % 265.2 (6.2) % (5.9) % Other 44.9 3.5 % 7.6 % 32.7 (38.1) % (34.2) % 34.9 (23.1) % (25.4) % 44.9 (15.3) % (19.8) % 42.4 (5.7) % (13.2) % Total $ 327.7 (0.3) % 2.0 % $ 259.7 (28.3) % (26.4) % $ 283.4 (17.3) % (16.4) % $ 328.2 (14.1) % (13.7) % $ 307.6 (6.2) % (6.9) % Integrated Networks - Group A $ 90.6 22.9 % 23.4 % $ 82.7 (19.9) % (19.2) % $ 87.1 (12.3) % (12.7) % $ 119.2 2.9 % 2.3 % $ 102.4 13.0 % 11.8 % Integrated Networks - Group B 117.7 (11.6) % (11.0) % 93.4 (30.0) % (29.0) % 112.2 (13.1) % (12.8) % 112.3 (17.5) % (17.7) % 111.2 (5.6) % (6.3) % Media & Data Network 41.1 (5.0) % (4.5) % 28.6 (27.6) % (26.7) % 33.6 (7.3) % (7.3) % 35.8 (15.7) % (16.1) % 36.8 (10.4) % (12.2) % All Other 78.4 (0.4) % 7.3 % 55.0 (36.1) % (30.7) % 50.6 (35.4) % (31.2) % 60.8 (30.6) % (27.3) % 57.3 (26.9) % (26.6) % Total $ 327.7 (0.3) % 2.0 % $ 259.7 (28.3) % (26.4) % $ 283.4 (17.3) % (16.4) % $ 328.2 (14.1) % (13.7) % $ 307.6 (6.2) % (6.9) %

8 Top 10 clients decreased to 21.7% of revenue versus 22.4% a year ago (largest <4.2%) REVENUE BY CLIENT INDUSTRY Other 10% Food & Beverage 18% Communications 6% Retail 10% Consumer Products 15% Healthcare 10% Financials 8% Technology 15% Automotive 5% Transportation and Travel/Lodging 3% Q1 2021 QTD 0% to 33% Financials, Healthcare, Consumer Products Below 0% Automotive, Retail, Technology, Transportation and Travel/ Lodging, Communications, Food and Beverage, Other Year-over-Year Growth by CategoryQ1 2021 Mix

9 ADJUSTED EBITDA Note: Actuals may not foot due to rounding. (US$ in millions, except percentages) % Change 2020 2021 Q1 2021 vs. Q1 2020 Q1 Q2 Q3 Q4 Q1 Integrated Networks - Group A 16.3 17.2 21.0 25.3 22.5 37.8 % Integrated Networks - Group B 17.1 16.4 29.6 21.2 25.9 51.0 % Media & Data Network 1.8 0.9 3.0 4.0 5.1 NM % All Other 9.9 6.9 7.1 6.8 6.0 (39.0) % Corporate (5.6) (5.2) (6.7) (9.7) (7.5) 35.2 % Adjusted EBITDA (2) $ 39.6 $ 36.2 $ 54.1 $ 47.5 $ 51.9 31.3 % Adjusted EBITDA margin 12.1 % 13.9 % 19.1 % 14.5 % 16.9 %

10 COVENANT EBITDA 2020 2021 Covenant EBITDA (LTM) (1) (US$ in millions) Q1 Q2 Q3 Q4 Q1 Q4-2020- LTM Q1-2021 - LTM Net income (loss) attributable to MDC Partners Inc. common shareholders $ (2.4) $ (4.1) $ 0.4 $ (237.1) $ 0.9 $ (243.3) $ (239.9) Adjustments to reconcile to operating income (loss): Accretion on and net income allocated to convertible preference shares 3.4 3.5 3.7 3.7 4.1 14.3 15.0 Net income attributable to the noncontrolling interest 0.8 3.1 10.7 7.2 4.5 21.8 25.5 Equity in losses of non-consolidated affiliates — 0.8 — 1.4 0.5 2.2 2.7 Income tax expense (benefit) 13.5 (7.9) 1.5 109.5 1.3 116.6 104.4 Interest expense and finance charges, net 15.6 15.9 15.3 15.3 19.1 62.2 65.6 Foreign exchange loss (gain) 14.8 (5.3) (2.2) (6.3) (2.1) 1.0 (15.9) Other, net (16.3) (5.9) (0.5) 2.2 (0.6) (20.5) (4.8) Operating income (loss) $ 29.3 $ 0.1 $ 28.9 $ (104.1) $ 27.7 $ (45.8) $ (47.4) Adjustments to reconcile to Adjusted EBITDA: Depreciation and amortization $ 9.2 $ 8.9 $ 9.3 $ 9.5 $ 8.2 $ 36.9 $ 35.9 Impairment and other losses 0.2 18.8 0.2 77.2 0.9 96.4 97.1 Stock-based compensation 3.1 1.0 6.5 3.6 (2.0) 14.2 9.1 Deferred acquisition consideration (4.6) 2.3 2.8 41.7 11.7 42.2 58.5 Distributions from non-consolidated affiliates — 1.1 0.2 0.9 — 2.2 2.2 Other items, net (2) 2.4 3.9 6.2 18.7 5.5 31.2 34.3 Adjusted EBITDA $ 39.6 $ 36.2 $ 54.1 $ 47.5 $ 51.9 $ 177.3 $ 189.7 Adjustments to reconcile to Covenant EBITDA: Proforma dispositions (3) $ (0.1) $ — $ — $ — $ — $ (0.1) $ — Severance due to eliminated positions 2.1 5.2 2.3 2.0 0.5 11.7 10.1 Other adjustments, net (4) 0.4 0.2 0.1 0.6 0.1 1.2 1.0 $ 41.9 $ 41.6 $ 56.5 $ 50.1 $ 52.5 $ 190.1 $ 200.7 (1) Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, permitted dispositions and other adjustments, as defined in the Company's Credit Agreement. Covenant EBITDA is calculated as the aggregate of operating results for the rolling last twelve months (LTM). Each quarter is presented to provide the information utilized to calculate Covenant EBITDA. Historical Covenant EBITDA may be re-casted in the current period for any proforma adjustments related to acquisitions and/or dispositions in the current period. See "Non-GAAP Financial Measures" herein. (2) Other items, net includes items such as merger related costs, severance expense, other restructuring expenses and costs associated with the Company's strategic review process. (3) Represents Sloane EBITDA for the respective period. (4) Other adjustments, net primarily includes one-time professional fees and costs associated with real estate consolidation. Note: Actuals may not foot due to rounding.

11 SUMMARY OF CASH FLOW (US$ in millions) Three Months Ended March 31, 2021 2020 Net cash provided by (used in) operating activities $ 47.1 $ (20.0) Net cash provided by (used in) investing activities (7.0) 16.6 Net cash provided by financing activities 13.4 119.6 Effect of exchange rate changes on cash and cash equivalents (0.9) (2.2) Net increase in cash and cash equivalents 52.6 114.2 Cash and cash equivalents at beginning of period 60.8 106.9 Cash and cash equivalents at end of period $ 113.3 $ 221.1 Supplemental disclosures: Cash income taxes paid $ 0.3 $ 0.8 Cash interest paid $ 0.3 $ 0.1 Note: Actuals may not foot due to rounding.

12 2021 FINANCIAL OUTLOOK Organic Revenue Growth We expect approximately 7 to 9% growth in organic revenue. Foreign Exchange Impact, net No estimated impact at this time. Impact of Non-GAAP Acquisitions (Dispositions), net Our current expectations are that the impact of acquisitions, net of disposition activity, will have no material impact on revenue. Adjusted EBITDA The Company expects to complete fiscal year 2021 with approximately $190 million to $200 million of Adjusted EBITDA, approximately 7 to 13% above prior year. * The Company has excluded a quantitative reconciliation with respect to the Company’s 2021 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K See "Non-GAAP Financial Measures" below for additional information. 2021 Outlook Commentary*

13 APPENDIX

14 REVENUE TRENDING SCHEDULE Note: See appendix for definitions of Non-GAAP Financial Measures Note: Actuals may not foot due to rounding (US$ in thousands, except percentages) 2020 2021 Q1 Q2 Q3 Q4 YTD Q1 Revenue United States $ 264,561 $ 210,342 $ 228,256 $ 256,477 $ 959,636 $ 242,580 Canada 18,256 16,609 20,299 26,766 81,930 22,650 North America 282,817 226,951 248,555 283,243 1,041,566 265,230 Other 44,925 32,727 34,868 44,925 157,445 42,355 Total $ 327,742 $ 259,678 $ 283,423 $ 328,168 $ 1,199,011 $ 307,585 % of Revenue United States 80.7 % 81.0 % 80.5 % 78.2 % 80.1 % 78.9 % Canada 5.6 % 6.4 % 7.2 % 8.2 % 6.8 % 7.4 % North America 86.3 % 87.4 % 87.7 % 86.4 % 86.9 % 86.3 % Other 13.7 % 12.6 % 12.3 % 13.6 % 13.1 % 13.7 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Total Growth % United States 0.6 % (26.1) % (16.0) % (13.6) % (14.0) % (8.3) % Canada (18.4) % (32.4) % (21.6) % (17.0) % (22.0) % 24.1 % North America (0.9) % (26.6) % (16.5) % (13.9) % (14.7) % (6.2) % Other 3.5 % (38.1) % (23.1) % (15.3) % (19.1) % (5.7) % Total (0.3) % (28.3) % (17.3) % (14.1) % 15.3 % (6.2) % Organic Revenue Growth (Decline) % United States 1.3 % (24.7) % (14.5) % (12.1) % (12.7) % (7.5) % Canada (1.7) % (28.9) % (20.9) % (18.4) % (17.9) % 17.5 % North America 1.1 % (25.0) % (15.0) % (12.7) % (13.2) % (5.9) % Other 7.6 % (34.2) % (25.4) % (19.8) % (18.9) % (13.2) % Total 2.0 % (26.4) % (16.4) % (13.7) % (13.9) % (6.9) % Growth % from Foreign Exchange United States 0.0 % (0.0) % 0.0 % 0.0 % 0.0 % 0.0 % Canada (0.1) % (3.4) % (0.7) % 1.4 % (0.6) % 6.5 % North America — % (0.3) % (0.1) % 0.1 % — % 0.4 % Other (4.1) % (3.9) % 2.3 % 4.5 % (0.2) % 7.5 % Total (0.5) % (0.8) % 0.3 % 0.7 % (0.1) % 1.4 % Growth % from Acquisitions (Dispositions), net United States (0.8) % (1.4) % (1.5) % (1.5) % (1.3) % (0.8) % Canada (16.6) % 0.0 % 0.0 % 0.0 % (3.5) % 0.0 % North America (2.0) % (1.3) % (1.4) % (1.4) % (1.5) % (0.7) % Other 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Total (1.7) % (1.1) % (1.2) % (1.2) % (1.3) % (0.6) %

15 ADJUSTED EBITDA TRENDING SCHEDULE (1 )Adjusted EBITDA is a non-GAAP financial measure. See appendix for the definition. Note: Actuals may not foot due to rounding (US$ in thousands) 2020 2021 Q1 Q2 Q3 Q4 YTD PARTNER FIRMS Revenue: $ 327,742 $ 259,678 $ 283,423 $ 328,168 $ 1,199,011 $ 307,585 Operating income (loss) 37,665 11,921 43,651 (75,106) 18,131 39,409 Depreciation and amortization 8,974 8,663 9,133 8,755 35,525 6,960 Impairment and other losses 161 17,710 159 77,240 95,270 875 Stock-based compensation 2,928 763 5,038 2,468 11,197 (2,593) Deferred acquisition consideration (4,600) 2,312 2,803 41,672 42,187 11,685 Distributions from non-consolidated affiliates — — — — — — Other items, net — — — 2,240 2,240 3,118 Adjusted EBITDA (1) $ 45,128 $ 41,369 $ 60,784 $ 57,269 $ 204,550 $ 59,454 CORPORATE GROUP Revenue: $ — $ — $ — $ — $ — $ — Operating loss (8,338) (11,823) (14,762) (28,967) (63,890) (11,742) Depreciation and amortization 232 236 199 713 1,380 1,216 Impairment and other losses — 1,129 — — 1,129 — Stock-based compensation 142 276 1,421 1,143 2,982 630 Distributions from non-consolidated affiliates (14) 1,079 208 902 2,175 9 Other items, net 2,416 3,895 6,208 16,485 29,004 2,367 Adjusted EBITDA (1) $ (5,562) $ (5,208) $ (6,726) $ (9,724) $ (27,220) $ (7,520) TOTAL Revenue: $ 327,742 $ 259,678 $ 283,423 $ 328,168 $ 1,199,011 $ 307,585 Operating income (loss) 29,327 98 28,889 (104,073) (45,759) 27,667 Depreciation and amortization 9,206 8,899 9,332 9,468 36,905 8,176 Impairment and other losses 161 18,839 159 77,240 96,399 875 Stock-based compensation 3,070 1,039 6,459 3,611 14,179 (1,963) Deferred acquisition consideration (4,600) 2,312 2,803 41,672 42,187 11,685 Distributions from non-consolidated affiliates (14) 1,079 208 902 2,175 9 Other items, net 2,416 3,895 6,208 18,725 31,244 5,485 Adjusted EBITDA (1) $ 39,566 $ 36,161 $ 54,058 $ 47,545 $ 177,330 $ 51,934

16 RECONCILIATIONS (1) Contributions to organic revenue represents the change in revenue, measured on a constant currency basis, relative to the comparable pre-acquisition period for acquired businesses that is included in the Company's organic revenue growth (decline) calculation. (2) Prior year revenue from dispositions reflects the incremental impact on revenue for the comparable period after the Company's disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the disposition. Note: Actuals may not foot due to rounding. (US$ in thousands) 2020 2021 Q1 Q2 Q3 Q4 YTD NON-GAAP DISPOSITIONS, NET Foreign exchange impact $ (248) $ — $ — $ — $ (248) $ — Contribution to organic revenue (1) (411) — — — (411) — Prior year revenue from dispositions (2) (5,024) (4,106) (4,076) (4,447) (17,653) (2,101) Non-GAAP dispositions, net $ (5,683) $ (4,106) $ (4,076) $ (4,447) $ (18,312) $ (2,101) OTHER ITEMS, NET Severance and other restructuring expenses $ 1,334 $ 2,969 $ 3,270 $ 1,072 $ 8,645 $ 2,345 Merger costs 1,082 926 2,938 17,653 22,599 3,140 Total other items, net $ 2,416 $ 3,895 $ 6,208 $ 18,725 $ 31,244 $ 5,485 CAPITAL EXPENDITURES, NET Capital expenditures $ (1,546) $ (2,144) $ (24,187) $ (9,426) $ (37,303) $ (516) Net revenue, primarily consisting of fees, commissions and performance incentives, represents the amount of our gross billings excluding billable expenses charged to a client. Net revenue of $270,707 (exclusive of billable expenses of $36,877) for the quarter ended March 31, 2021, declined from $274,445 (exclusive of billable expenses of $53,297) for the quarter ended March 31, 2020.

17 AVAILABLE LIQUIDITY1 1 Subject to available borrowings under the Credit Facility. Note: Actuals may not foot due to rounding (US$ in millions) March 31, 2021 December 31, 2020 Commitment Under Facility 211.5 211.5 Drawn 20.0 — Undrawn Letters of Credit 19.2 18.7 Undrawn Commitments Under Facility (1) $ 172.3 $ 192.8 Total Cash & Cash Equivalents 113.3 60.8 Liquidity $ 285.7 $ 253.6

18 CURRENT CREDIT PICTURE 1 These ratios and measures are not based on generally accepted accounting principles and are not presented as alternatives measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company. 2 Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. 3 Total Senior Leverage is a measure that includes borrowings under the Credit Agreement, outstanding letters of credit, less cash held in depository accounts, as defined in the Credit Agreement 4 Net Debt is a measure that includes borrowings under the Credit Agreement, the Senior Notes, other outstanding debt and letters of credit, less cash held in depository accounts, as defined in the Credit Agreement. Net Debt does not include Deferred Acquisition Consideration, and it does not include minority interest. 5 Based on borrowings as of March 31, 2021. Excludes letters of credit, and Deferred Acquisition Consideration. Note: Actuals may not foot due to rounding Current Debt Maturity Profile (5)$211.5 million Credit Facility Covenants (1) (US$ in millions) March 31, 2021 Covenants I. Total Senior Leverage Ratio (0.24) Maximum per covenant 2.00 II. Total Leverage Ratio 4.10 Maximum per covenant 5.50 III. Fixed Charges Ratio 2.81 Minimum per covenant 1.00 IV. Earnings before interest, taxes, depreciation and amortization (in millions) (2) $200.7 Minimum per covenant (in millions) $120.0 Debt Calculation Total Senior Leverage, net (3) $(47.5) Net Debt (4) $822.7 $20 $870 2019 2020 2021 2022 2023 2024 Credit Facility 2024 Senior Notes

19 DEFINITION OF NON-GAAP FINANCIAL MEASURES In addition to its reported results, MDC Partners has included in its earnings release and supplemental management presentation certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following: Organic Revenue: Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of during the current period. The organic revenue growth (decline) component reflects the constant currency impact of (a) the change in revenue of the partner firms which the Company has held throughout each of the comparable periods presented, and (b) “non- GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisitions as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such dispositions as if they had been disposed of during the equivalent period in the prior year. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure that represents Net income (loss) attributable to MDC Partners Inc. common shareholders plus or minus non-operating items to operating income (loss) plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items, net which includes items such as merger related costs, severance expense and other restructuring expenses, including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio. Covenant EBITDA: Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one-time charges, permitted dispositions and other items, as defined in the Credit Agreement. We believe that the presentation of Covenant EBITDA is useful to investors as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. In addition, the presentation of Covenant EBITDA provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Agreement. Included in the Company’s earnings release and supplemental management presentation are tables reconciling MDC Partners’ reported results to arrive at certain of these non-GAAP financial measures. Note: A reconciliation of non-GAAP to US GAAP reported results has been provided by the Company in the tables included herein.

MDC Partners One World Trade Center, Floor 65 New York, NY 10007 646-429-1800 www.mdc-partners.com