NEW YORK, July 13, 2021 / PRNewswire / – (NASDAQ: MDCA) – MDC Partners Inc. ("MDC Partners" or the "Company") announced today that it has increased its guidance for organic revenue growth and adjusted EBITDA for full year 2021.
"MDC continues to see strong demand across its business after having the highest adjusted EBITDA in the company's history in the first quarter," said Mark Penn, Chairman and Chief Executive Officer of MDC Partners. “We are encouraged by the continued strength in the first half of the year as we recover from the economic impact of the pandemic. We are raising our outlook for the full year 2021 to a range of 9% to 11% organic sales growth with adjusted EBITDA between $ 200 million to $ 210 million. This compares to our previous forecast range of 7% to 9% organic sales growth with an adjusted EBITDA in between $ 190 million to $ 200 million. This momentum makes us good for the next big step in our strategic transformation, the proposed combination of MDC and Stagwell that we believe will shake up the industry and add value to all of our stakeholders. "
The financial forecast for 2021 is as follows:
Commentary on the outlook for 2021 *
Organic sales growth
We expect organic sales growth of around 9 to 11%.
Currency impact, net
Currently no estimated impact.
Effects of non-GAAP acquisitions (disposals), net
We currently assume that the effects of acquisitions less sales activities will not have a material impact on sales.
The company expects to end fiscal 2021 with adjusted EBITDA of about $ 200-210 million, up about 13-18% year over year.
* The company has excluded a quantitative comparison in relation to the company's guidelines for 2021 in accordance with the exception "unreasonable effort" in point 10 (e) (1) (i) (B) of the SK regulation. See "Non-GAAP Financial Measures" below for additional information.
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and communication networks in the world. "The Place Where Great Talent Lives" is hailed as MDC Partners for its innovative advertising, PR, branding, digital, social and event marketing agency partners for some of the most memorable and effective campaigns for the world's most respected brands are responsible. Leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives creative excellence, business growth, and measurable returns on marketing investments for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, please visit our website at mdc-partners.com, sign up for investor updates and notifications, and follow us on LinkedIn.
Non-GAAP Financial Measures
MDC Partners has included in this press 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 used in conjunction with the company's published results, can provide useful additional information for investors who analyze periodic comparisons of company results. These non-GAAP financial measures include the following:
(1) Organic sales: "Organic sales growth" and "organic sales decline" refer to the positive and negative results, respectively, of subtracting both the foreign exchange and acquisition (sales) components from the total sales growth. The acquisition (disposal) component is calculated by aggregating the sales of the previous period for all acquired companies minus the sales of the previous period of all companies that were sold during the current period. The organic sales growth (decrease) component reflects the constant currency effects of (a) the change in partner company sales that the company held for each of the comparative periods presented, and (b) "non-GAAP acquisitions (disposals), network ". Non-GAAP acquisitions (disposals), net, consists of (i) for acquisitions in the current year, the revenue effect from such an acquisition as if the acquisition had been owned during the corresponding period of the previous year and (ii) for acquisitions during the previous year , the effect on sales from such acquisitions as if they had been owned for the entire year (or in the same period as the current reporting period), taking into account their respective pre-acquisition proceeds for the respective periods, and (iii) on disposals, the effect on sales from a such disposal as if they had been sold in the same period of the previous year.
(2) Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure that represents the net income (loss) attributable to the common stockholders of MDC Partners Inc. plus or minus non-operating items to operating profit (loss) plus depreciation, based compensation, deferred purchase price adjustments, distributions from unconsolidated affiliates and other items, net, that include items such as merger-related costs, severance payments and other restructuring charges, including costs for leases related to the or centralization of our new York Real estate portfolio.
Cautionary Note Regarding Forward-Looking Statements
This release may contain certain forward-looking statements (collectively, "forward-looking statements") within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Exchange Act and the United States Private Securities Litigation Reform Act of 1995, in the as amended and "Forward-Looking Information" under applicable Canadian securities laws. Statements in this document that are not historical facts, including statements about MDC or Stagwell's beliefs and expectations, profit (loss) guidelines, and recent business and economic trends, are forward-looking statements. Words such as "estimate", "project", "aim", "predict", "believe", "expect", "foresee", "potentially", "create", "intend", "could", "should," “would”, “could”, “foresee”, “plan”, “will”, “guide”, “look”, “outlook”, “future”, “assume”, “predict”, “focus”, “continue” "or the negation of such terms or other variations thereof and terms with similar content used in connection with discussing current plans, estimates and projections are subject to change due to a number of factors, including those described in this section. These statements are based Based on current plans, estimates and projections and are subject to change due to a number of factors including those described in this section. Forward-looking statements speak only as of the date of their publication and the company assumes no obligation to change them in light of new information or future ones Publicly update events, if any. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements, including the risks identified in our filings with the Securities Exchange Commission (the "SEC").
These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the control of MDC. Important factors that could cause actual results and expectations to differ materially from those expressed in such forward-looking statements include the risks and uncertainties set out in the "Risk Factors" section of the registration statement on submitted Form S-4 on February 8, 2021, and as amended on March 29, 2021, April 21, 2021 and April 30, 2021 (the "Form S-4"), under the "Risk Factors" section in the Proxy Statement / Prospectus on Form 424B3, filed on May 10, 2021 (along with Form S-4, the "Proxy Statement / Prospectus"), under the heading "Risk Factors" in MDC's Annual Report on Form 10-K for the year-end December 31, 2020 under item 1A and under the heading "Risk Factors" in the MDC Quarterly Report on Form 10-Q for the quarter end March 31, 2021 under point 1A. These and other risk factors include but are not limited to the following:
- the inability to obtain the anticipated benefit from the Transaction or the occurrence of difficulties related to the Transaction;
- adverse tax consequences in connection with the Transaction for MDC, its business and its shareholders that may differ from MDC or Stagwell's expectations, including future changes in tax law, potential increases in corporate tax rates in The United States and disagreements with tax authorities over the valuation of MDC and the calculation of its tax attributes can result in increased tax costs;
- the incurrence of material federal Canadian income tax (including a material "emigration tax") as a result of the Transaction;
- the impact of the uncertainty surrounding the Transaction on the respective businesses of MDC and Stagwell;
- direct or indirect costs related to the transaction that could turn out to be higher than expected;
- the risk that a condition for the completion of the transaction is not met and the transaction cannot be completed;
- the risk that parties will contest the transaction or the impact of the transaction on MDC's debt arrangements;
- the company's ability to acquire new customers and retain existing customers;
- Reduce customer spend and change the requirements for customer acquisition, marketing, and corporate communications;
- financial failure of the company's customers;
- the company's ability to retain and attract key people;
- the company's ability to achieve the full scope of its stated cost-saving initiatives;
- the implementation of strategic initiatives by the company;
- the ability of the company to meet its debt agreements; and the ability of the company to meet its
- contingent payment obligations as due and due, including, but not limited to, those relating to redeemable
- non-controlling interests and deferred consideration;
- the successful completion and integration of acquisitions that complement and expand the company's business
- Skills; and
- Foreign currency fluctuations.
You can find copies of MDC's filings by visiting its profile on SEDAR at www.sedar.com, its profile on the SEC website at www.sec.gov, or its website at www.mdc-partners.com. MDC assumes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, unless expressly required by law. All forward-looking statements in this release are restricted in their entirety by this cautionary note.
Additional information and where to find it
In connection with the transaction, the MDC and New MDC have filed the proxy statement / prospectus with the SEC. This announcement is not a substitute for the proxy statement / prospectus or other documents that MDC may file with the SEC in connection with the transaction.
INVESTORS AND SECURITY HOLDERS OF MDC ARE URGENTLY CAREFUL TO REFER TO THE PROXY STATEMENT / PROSPECTUS IN RELATION TO THE ENTIRE TRANSACTION (INCLUDING ALL CHANGES OR ADDITIONS THEREOF) OR ANY REFERENCE IN THE DOCUMENTS IN THE DOCUMENTS TO READ THE TRANSACTION CAREFULLY. You can obtain free copies of the Proxy Statement / Prospectus and other relevant documents filed with the SEC by the MDC or New MDC on the SEC's website at www.sec.gov. In addition, investors and security holders can obtain free copies of the Proxy Statement / Prospectus and other relevant documents filed by the MDC or New MDC with the SEC and on the MDC website at http://www.mdc-partners.com.
The URLs in this announcement are intended to be inactive text references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it could be accessed via a hyperlink resulting from the URLs or to which reference is made herein, is not and is not considered a part of this announcement. No representation or warranty is made as to the suitability or reliability of any information on these websites for any purpose.
No offer or solicitation
This announcement does not constitute an offer to buy or exchange, or a solicitation of an offer to sell or exchange, nor is there a sale of any securities in any jurisdiction in which such offer, sale or exchange is made prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not a substitute for any prospectus, proxy statement, or other document that MDC or New MDC may file with the SEC in connection with the transaction. Funds, securities, or other consideration are not solicited and, if sent in response to the information contained herein, will not be accepted.
Securities may only be offered in the form of a prospectus that meets the requirements of the US Securities Act of 1933, as amended. The transaction and distribution of this document may be restricted by law in certain jurisdictions, and persons in possession of any document or other information referenced herein should inform themselves of and observe such restrictions. Any failure to comply with these restrictions could constitute a violation of the securities laws of such jurisdiction. Securities are not offered directly or indirectly in or in a legal system in which this would contradict the laws of this legal system.
Participant in the tender
MDC, New MDC and their respective directors and officers, as well as other members of management and employees, may be considered participants in the solicitation of proxies by MDC shareholders with respect to the approvals required to complete the Transaction. More detailed information on the identity of these prospective participants and any direct or indirect interests they may have in the transaction, through holdings or otherwise, can be found in the proxy statement / prospectus filed with the SEC. Information regarding MDC's directors and officers is contained in the definitive proxy statement on Appendix 14A filed by MDC with the SEC May 10, 2021, in the Annual Report on Form 10-K filed by the MDC with the SEC on March 16, 2021, as amended on April 27, 2021 and in the quarterly report on Form 10-Q filed by the MDC with the SEC on 10th of May, 2021. Additional information regarding attendees' interests in obtaining proxies in relation to the Special Meeting is provided in the proxy statement / prospectus filed with the SEC. These documents are available free of charge to MDC shareholders on the SEC's website at www.sec.gov and on the MDC website at www.mdc-partners.com.
You must not interpret the contents of this document as legal, tax, regulatory, financial, accounting or any other advice, and you are urged to consult with your own advisers regarding any legal, tax, regulatory, financial, accounting and other consequences of the transaction , the suitability of the transaction for you and other matters relevant to the transaction.
SOURCE MDC Partners Inc.