Matt Chesler - VP, IR Scott Kauffman - Chairman & CEO David Doft - CFO

James Dix - Wedbush Securities Avi Steiner - JP Morgan Michael McCaffery - Shenkman Capital Tracy Young - Evercore Eugene Fox - Cardinal Capital Management

Thank you, Drew. And good afternoon, everyone.

I'd like to welcome you all today to discuss MDC Partners financial performance for the second quarter of 2016. Joining me today from MDC, our Chairman and CEO, Scott Kauffman; and CFO, David Doft.

Before we begin our prepared remarks, I'd like to remind you all the following discussion contains forward-looking statements and non-GAAP financial data. As we all know, forward-looking statements about the company are subject to uncertainties referenced in the cautionary statement included in our earnings release and slide presentation, and are further detailed in the company's Form 10-K and subsequent SEC filings.

For your reference, we posted an investor presentation to our website. We also refer you to this afternoon's press release and slide presentation for definitions, explanations and reconciliations of non-GAAP financial data.

And now to start the call, I'd like to turn it over to our Chairman and CEO, Scott Kauffman.

Thank you, Matt, and good afternoon, everyone. This was a challenging quarter for our business.

Second quarter organic revenue growth was just 0.3% and adjusted EBITDA was down a 11.8%, which was organic revenue growth at 1.2% and adjusted EBITDA down 5% for the six months. As we indicated to you last quarter, our year is expected to be significantly back half weighted and that continues to be case.

Despite what we believe will be a steep acceleration in both revenue and adjusted EBITDA growth in the third and fourth quarters, no one here is happy with our performance in the first half. Its disappointing and the slower than expected start to the year is leading us to revise our 2016 targets.

David, will walk you through some of the drivers of our financial performance and our guidance change in more detail in just a moment. Notwithstanding these financial results, I have no doubt that our business model is firmly intact and as I said is poised to grow strongly in the second half of the year and into 2017 and beyond.

Our partners are driving new business wins from blue chip, increasingly global clients. Looking out further than the solid year we're having in generating net new business, which is $36.9 million in the quarter and $56.8 million year-to-date.

Notable wins include 21st Century Fox and E-Trade and Media, Four Seasons, NPR and PSpice Ray [ph] from Apple, Stanley Black & Decker, Vonage, Diageo Brazil, Adidas Golf, and Creative. Our partners are attracting the most innovative talent in the business with several important new hires and recent weeks and we're confident that they will outperform the market over the long-term.

Importantly, two quarters of results doesn’t throw us off our strategy or have any questioning the strength of our model or our partners or the vision of our long-term plans. So I'd like to use my time with you to focus on the strategy actions that we've taken and that we continue to take to make our business stronger and more efficient and our leadership accountable for long-term success.

Combined with the strength of our agency partners, know that we are confident that these steps will quickly return us to an attractive run rate leading to solid shareholder returns. Its starts with five point strategic plan that we laid out at our Investor Day, as well as other actions to make certain that we deliver sustainable, financial results over the long-term that correlate more closely with the underlying strength of our business.

First, we're continuing to make a major push in Media, adding talent and new capabilities. The upfront effort and cost here has been significant, including in the second quarter and impacting our full year profits.

But we're now having the breakthrough year that we've been working towards since forming assembly roughly two years ago. The 21st Century Fox and E-Trade wins are clear evidence that we're an emerging player in this space and they give us visibility to even more opportunities on the horizon.

Assembly is changing the conversation with clients and prospects and elevating strategy and creativity as they apply science, data and insights to our modern solution. We expect strong contribution from our media business in the coming quarters and in particular this momentum will better reflect – better reflected in second half financial performance.

Second, is global, where we've been building out full service hubs in key markets around the world. MDC when compared to other holding companies is relatively new to operating outside of North America.

We believe we have to have a global presence to go after global assignments. We're quickly building a global network, but doing so in a prudent manner and we're continuing to see solid traction.

We've seen the challenges navigated by other holding companies operating in Asia and Europe and are avoiding some of those pitfalls. Importantly, we begin by leveraging existing domestic relationships to help clients with their challenges outside of North America.

Big global brands now recognize the MDC presence in the region and its providing us with key opportunities including with such brands as American Airlines, Infinity, AXE, Smirnoff, Adidas, Hersheys, PayPal and now [indiscernible] for Apple. Our international growth strategy is working and we believe it will continue to work, but has proven to be lumpy in our financial reporting as David will discuss.

To further support our global strategy, just this past month we hired a dedicated European CMO with proven experience. This should add more fuel to our business capabilities overseas just as we've done this spring in Canada when we added a new Chief Marketing Officer there, and just as we've done simply in the US by adding dedicated new business talent in healthcare and media.

We're further investing in and strengthening our global footprint and our creative credentials through strategic M&A. Most notably, earlier this month we brought into partnership Forsman & Bodenfors, a creative power house in one of the worlds most awarded advertising agencies.

This 30 year old shop was famous for its first independence, but recognized that MDC was the perfect and only partner to help them realize their own global vision. They've made it clear that they wouldn’t have partnered with any other holding company.

F&B will be teaming up with [indiscernible] to create an entrepreneurial global strategic partnership leveraging each others infrastructure and talent pool to accelerate their respective global ambition. Based in Sweden, the agency works with globally recognized clients, including Volvo, P$G, IKEA, H&M and many others.

In the past two years alone S&B was named the most awarded agency in the world by the gun report and independent agency of the year by Eurobest. In addition, F&B is celebrating several big wins from CAN last month including a Glass Lion and Grand PR making them the recipients of 47 lions over the last three years, a validation of the teams dedication to delivering the most creative and impactful results for their clients.

As strength at MDC agency are known for and one of the elements that made F&B such as a perfect strategic fit for our network. F&B falls right in the sweet spot of where we scaled world class agencies multiple times, so consider it doubling down on a model that makes MDC unique and we did this through an all stock deal structure that allows us to meaningfully advance and reinforce our strategic positioning and growth plans, while maintaining our commitment to reduce balance sheet leverage.

Third, we're continuing to support the next wave of growing firms within our portfolio, firms such as [indiscernible] Concentric and Healthcare, Allison & Partners and Hunter NPR, Y Media Labs and Mobile, Yales Partners and Analytics and Redsouct [ph] and Strategy among others. They are increasingly benefiting from investment in senior talent, real estate expansion both in the United States and abroad and cross selling.

For instance Allison & Partners with our support now operates out of more than 20 offices around the world and recently expanded into Japan and Germany. Fourth, we're tapping into emerging technology trend in particular mobile, social and analytics.

Our acquisition of Y Media Labs last year has given us deep technological expertise in mobile that complements the mobile solutions that our integrated agency are already building into effective marketing campaigns. Similarly, the acquisition of Unique Influence last fall bolsters our ability to deliver to ads in the social mobile world and with analytics Gal is leading the way in translating big data insights into new revenue streams.

Together these partners set up to capture some of the fastest growing revenue streams in the business And finally we continue to bolster systems, support mechanism and other processes at the corporate level that are facilitating collaboration among our partners, the result to date are clear. We highlighted Hershey at our investor day as a great recent example of this and in our several ongoing integrated pitches that leverage multiple MDC agencies.

These growth initiatives will certainly augment our competitive position. But let me be clear, I've not been satisfied with the flow of information from our partners to the corporate level nor the urgency with which that information is acted upon.

As such I removed the layout management at corporate and reallocated resources, changes that put me close to the business and allow for seamless flow of information, as well as quick decisions making. And while these actions have a short term negative impact on profits this quarter, we're confident that they will produce positive long-term benefits.

In total, our actions represents an 8% reduction in corporate staff incremental to our broader corporate efficiency plan that will translate into savings in 2017 and beyond. Also at the corporate level, as you now we almost completely transformed our boar of directions over the last year, most recently with the addition of our newest independent board member Dan Goldberg.

Dan is President and Chief Executive Officer of Satellite Operator Tlesat, a seasoned global executive that brings MDC's strategic vision, financial acumen and operational expertise. We are thrilled to have Dan on our team and we continue to speak with several compelling candidates to round out our board.

What's notable about all of these actions is not only how they will contribute to our long-term growth, but also that we're continue to actively chart the course to our strategic and long-term financial ambition even in the phase of headwinds that emerge from time to time. I look forward to updating you in future quarter on how we're reaping the benefit of this continue disciplined and focus.

And I will now turn the all over to David to discuss our financial performance and outlook

Thank you, Scott, and good afternoon. I have a number of things to go through today.

I'd like to provide some color on our performance this quarter and present our revised outlook including some of the assumptions underlying our view of the expected second half acceleration. Finally, I'll provide some details on the [indiscernible] acquisition to help with modeling Lets begin with revenue, Reported revenue increased 0.1% with organic revenue growth of 0.3%, and acquisition growth of 0.6% offset by foreign currency exchange headwind of 0.7% primarily due to the weaker Canadian dollar and to a lesser extent a weaker British pound.

Our performance was mix across partners, discipline and sectors, geographies the US is flat Canada was down slight at negative 0.6%and international was up about 5%. While we had previously discussed the headwind affecting, our business in the first half of the year, our revenue is about $6 million short of our most recent plan.

The primary reason for this is that it’s taken even longer than we had expected for some of our recent wins that translate into revenue. We can see that in an acceleration of our growth rate beginning in the third quarter and it is part of our high confidence and the improved performance in the back half.

There was also about $1 million to $2 million of new business related cost associated with these wins including staffing up for revenue which would have been offset if the accounts had started on time. Second, we saw a declaration of reported international organic revenue growth, largely driven by timing and location of workload.

Our international offices generate 9% to 10% of revenue now, but the dollars are still small enough that growth can be extremely lumpy based on timing of projects and revenue recognition and while our overseas offices are key to our ability to win global business not all of the work is done abroad, which affects where revenue is booked. This clouds the picture for analyzing our international growth trends, but all that being said international remains a core strategic focus for us and we are confident that it will be a strong revenue and earnings growth contributor going forward.

Next the headwind from decreased pass-through revenue was 20 basis points this quarter which is fairly negligible and better than we hoped. Lastly, from a macro standpoint, we continue to be constructive on the state of the U.S.

economy as it relates to the consumer. However the volatility of the financial markets has solely led to some softness among financial services industry clients and it is too early to call this a trend but it is something we are watching closely and have accounted for in our outlook.

Second quarter adjusted EBITDA declined to $41.9 million from $47.5 million, a reduction of $5.6 million or 11.8%. And our profitability in the quarter was negatively impacted by the delayed revenue as well as about $1 million to $2 million of new business start up costs ahead of revenue recognition as I noted and $2 million of incremental severance related costs at corporate related to our strategic action step that were not previously in our plan.

In terms of our cash flow there was a working capital outflow of $36 million in the second quarter, as our media buying business scale it has led to increased volatility in working capital as well as shift in seasonality based on the changing client base, in some cases we have also seen transition declines with lower overall media billings which has led to have reduced level of negative working capital. Importantly we expect it will reverse in the second half could as historically and we expect to end the year in positive cash position.

That being said given this dynamic it may not be reasonable to expect working capital to be a source of cash this year, moving onto the cost related to the ongoing SEC. In the second quarter, we reported an incremental $1.1 million of proceeds under our directors and officer’s insurance policy related to the special committees review and SEC investigation bring the total recovery to date to $2.1 million and the net legal fee cost to date to $14.4 million.

The recovery in the quarter partially offset $2.8 million of legal and related costs leading to a net expense of $1.7 million in the period. We are still pursuing additional D&O insurance proceeds and we expect ultimately recruit a substantially larger portion of the legal fees incurred beginning in the third quarter which now brings into our financial guidance for 2016 which as Scott noted we are revising to reflect this lower start to the year and other items impacting the remainder of the year as I will discuss.

We now expect revenue of $1.39 billion to $1.42 billion or an increase of 4.8% to 7.1% over 2015. Adjusted EBITDA is now expected to be $205 million to $215 million or an increase of 3.7% to 8.8%, the revised adjusted EBITDA guidance implies margins of 14.7% to 15.1% or roughly flat with last year at the mid-point of the range.

Implied in our revised guidance is the strong acceleration of revenue growth and profitability conversion in the second half returning to the run rate financial performance more typical of MDC. Despite the pull backs we have seen among certain financial services clients, overall we continue to see a healthy U.S.

consumer and clients who have prepared to maintain the investment in their brands. While we have not yet seen any changes in spend overseas as a result of the Brexit and it certainly helped that the UK is less than 4% of our revenue.

We have to be prudent about the issues impacting Europe particularly given our travel and lodging exposure. As for foreign exchange fluctuations, we should cycle the decline in the Canadian dollar in the second half of the year.

But we'll see incremental headwinds from the British pound. If exchange rates stay the same for the rest of the year, we're forecasting FX to impact revenue by minus 1% in Q3 and minus 0.5% in Q4.

Our revised guidance includes a half year contribution from Forsman & Bodenfors which we acquired on July 1. Our current exchange rates and under Swedish GAAP F&B generated approximately $71 million of revenue and $7.5 million of adjusted EBITDA in 2015 for the full year.

It is important to note that F&B has a world class production capability with many contracts structured with the agency acting as principal, which is likely to result in gross revenue treatment under U.S. GAAP in these cases.

That's said the margin profile that can be as consistent with our other creative agencies on a net revenue basis. To recap the terms of the transaction, we acquired 100% of F&B with a closing payment settled through the issuance of $1.9 million shares of MDC and an additional deferred amount to be paid in 2017 based on the average of 2015 and 2016 profit before tax and payable at MDCs option in cash or stock.

We are firmly committed to reducing our financial leverage in contingent obligation even during a period where we have material earn out obligation for prior acquisitions. And the 100% equity structure of this transaction allows us to do just that will continue to execute on our growth strategy.

As we previewed at the Investor Day last month, we are well on the path to materially reducing our contingent obligations by the end of 2017. During the second quarter we paid $84 million of deferred acquisition consideration to partners and reduced our liability by $90 million to $232 million.

We expect to pay an additional $25 million in the second half of the year in cash and stock. The difference between fair value of doc as listed on the balance sheet and the growth value X present value discounting is approximately $45 million as compared to $51 million at the end of Q1.

Finally, this quarter we've added incremental detail to some of the definitions for our non-GAAP metrics and ended new schedule to our earnings package that reconciled some of the non-GAAP items used within them. Hopefully you will find the incremental disclosures to be helpful, but I want to stress that we have not changed any methodology or calculation.

While we are disappointed with our results in the first half of the year, and how they impacted our outlook for the year, we are pleased that the company is expected to return to a more normalized growth run rate in the second half. Our efforts to continue to optimize our corporate cost well at the same time investing in the future growth of our partner agencies.

We expect will pay off and sustain growth in the years to come. I'm sure there is a lot you want to ask us.

So let's get your question.

Good afternoon, gentlemen. Three things, I guess just a little bit more color that if you could provide your organic growth assumption embedded in your new guidance.

And kind of how you see that ramping between the third and the fourth quarter to the extent you want to get that granular? And then secondly any further detail in terms of short fall versus plan by type of business whether its media or international or you gave that a little bit, but if you could break it down any more that might be helpful.

And then given your additional cost actions is there any update you can give on kind of that, I think you have previously talked about kind of a net savings of around $10 million this year versus last, any update you have on that given the actions you've taken thus far and plan to for the rest of the year? Thanks.

Thank you, James. So in the guidance the organic assumption in the second half is somewhere in the mid-single digit, so nicely better than first half performance.

The – I don't think we're going to go into the details of shortfall by type the reality is it is across two or three different areas that makes it pretty broad for us given that there aren't so many areas that we service at the end of the day. It's unfortunate, but the bulk of our business is the integrated agencies and surely the – there's some shortfall there given some of the business that we’ve talked about at the end of 1Q that had moved away from us.

And the delayed ramp up with new business a big chunk of that was in the media business. So we expect to have a substantially better second half in those areas.

In terms of the cost actions, so given the incremental severance that we're taking this year for the more recent actions, we’re unlikely to achieve the $10 million in the calendar year of 2016 though we’ll get fairly close to that, but the run rate now going into 2017 is actually greater, and looking at more of $12 million even $13 million run rate of lower cost as we go into next year for corporate.

Okay, great, thanks very much.

Thanks, I have couple questions here, your first half if you can help us you’ve touched on a little bit, but kind of us understand what happened from your first Investor Day to the end of the quarter, I guess where the visibility has gone it something materialized in June almost everything just delayed and then I have got a couple of follow-ups? Thank you.

Sure. So at June 1, we had April numbers, we didn't have May numbers and obviously we didn't have June numbers at that point, April with seemingly as we expected which wasn't great in the first place.

But the material difference here for the quarter was that the new business that we thought was going to ramp during 2Q did not and it is ramping now in 3Q and it has. And so that moved the significant amount of dollars or significant enough to move the needle on the quarter how does the quarter and also add of the year because it is not a situation where this is a catch up but the run rate is now there beginning in 3Q on top of that, we embarked on incremental cost moves and restructuring in how we operate here at corporate [indiscernible] that led to a couple of million dollars of severance.

That broadly was not in the expectation and impacted both the quarter and to some extent the year will have some of the savings we will make up for some of that in the second half but not all of that and then generally taking a look across the portfolio as I mentioned in my prepared remarks, financial services clients, a number of them are not spending at the level that whereas in the plan or expected. And our belief is that the overall volatility in the financial market has led to little bit of a pause or reduction in some of the spend there among those clients and we are taking a bit more cautious view around our UK exposure even though it is small.

It can still move the needle in a short amount of time on our expectations for full year when we are talking about a half a point or point of growth that adds up for that. In addition to some of the things you see in the news in terms of the tariff tax in various cities across Europe were being more cautious on our view on some of our travel and lodging clients where we have exposure to those sort of things and so when you add all of that up we come up with the numbers that we presented to you today.

Okay. And turning to the guidance, can you help me understand why or maybe we're misreading why there seems to be 100% flow through revenue to EBITDA in the $20 million?

So the reality is with some of the delayed revenue cost structures were ramped up there is cost of stepping up for the in some cases that incremental revenue would have offset but is now not in that care severance, incremental severance is a direct bottom-line hit from that standpoint and so just how the numbers flowed. The end of the day though we will add a substantially better run rate in the second half on cost structure and as we move into 2017 that will give us significant benefits to drive better bottom-line performance going forward.

Okay, last question before I turn it over and had back in the queue. How was the $84 million sort of acquisition consideration paid for how much is less to pay this year and then on your comments on I guess the strengthen balance sheet, leverage to pick up from our see, when include all the – that still have standing to be paid until just curious how you think about leverage from here.

Thanks.

Sure. Our view on leverage has not changed.

We’re really focused right now on reducing the deferred acquisition consideration exposure. The $84 million in the quarter was paid in cash as I said in the prepared remarks there is $25 million roughly expected to be paid in the remainder of the year it will largely be cash with some component of stock in that.

and then we move on into next year were as you know, as you being - period in the past should have another $100 million plus of payments made in that timeframe that and which case we would have reduced that the vast majority of the deferred acquisition consideration of that currently sits on the balance sheet or that sat on the balance sheet as we enter the year as remind you we paid about $30 million in the first quarter of this year as well. Once we get past the spring of next year as we discussed in the past then a the through cash generation dynamic of the business will become much more apparent as the cash flow to business will not be account for in for not obligations that we have for acquisitions we’ve made in the past and that will allow us them to begin I think it’s fairly so quick and dramatic reduction of balance sheet leverage.

I’ll back in the queue. Thanks.

That I just I mentioned, if you answered of his last question, what that his revolver to make the deferred payment during this quarter?

We did use the revolver and remind you the timing of the seasonality of our working capital flows and such that we tend to have a fairly large outflow working capital on the first half of the year and fairly large in flow of working capital in the second half of the year due to the nature of the media buying business. That is part of our service offering and so, the reason that we carry such a larger revolver is just that for that volatility and to manage the timing around the working capital strength and the timing of the earn out payments.

Can I just clarify something else that was has said in the prepared remarks as far as the acquisition that was made during the quarter that the, you are expecting contribution six month, for the contribution from then starting I guess Q3 now?

Correct.

Okay, alright. Thank you.

Yeah, hi there is still a lot of focus on other calls about the cancellation events during the quarter; the 20 basis points that you saw was that something you saw into the quarter or did you see cancellation.

We didn’t see cancellations of events and we ended up having a little bit more durable pass through in the quarter then we would have expected and which had a small benefit for the overall revenue line on a reported basis. But we didn’t see that with our client base that being said as you know we’ve had couple of years straight of, of underperforming from those sort of business case.

so, it’s nice to see some renewed traction and as we hoped to happen for the second half beginning little bit earlier.

Okay, thank you.

Thanks for taking the follow up. The reference you made to the financial services client, can you quantify how much of your total revenue comes from that segment?

Financial services is in the other, it is about 6% of revenue overall, if you look though in our slide presentation on Slide number 9, we have a pie chart of exposure by industry vertical and so in the second quarter it was 6%.

And could you just comment on the I guess elaborate on the comment you made about the travel, lodging clients that you're taking more cautious view is that, that your concern you may see a pull back in the back half based on some of the [indiscernible] that could happen there or you actually have you seen a pullback from those clients?

We have strong belief that there will be some impact from that in the second half is how I look it.

Okay. All right, thank you.

This is for Scott. Scott to the extent that you see a weakness what other actions are you guys contemplating to try to manage your expense base to offset this revenue weakness, we will obviously you have taken a layer out of corporate but could you tell us how you think about that?

Right, it is an ongoing dialog that we have to our MDs with all of our agencies and also here at corporate, so we are always looking to align costs with the top line opportunities and we will continue to do so. At the same time, Gene we are making investments and that we think we are making great long-term bets on the future of the business, including the addition of additional CMOs in different regions and the investments we continue to make in media.

So as I said before two quarters doesn’t make the company and we are disappointed with the results. We are continuing to take a very, very close look at all across the board and we are also continuing to take steps even when it sometimes have the negative impact on even profitability if it is a right decision for the long term even if it has a short term impact we are going to take it.

Thank you.

Hey guys, this is Dan here for Tom. Just a quick question for you, you said international of core strategic market for you, this given macro uncertainty do you see any need to slowdown expansion internationally or you still ramping up, do you see a lot of opportunity to ramp up internationally?

Our market share overseas is so small that the overall market environment there is not a determinant for us to continue to build it because we are not necessarily chasing the growth rate in some of these markets, we are chasing the whole pie and so we have not changed our focus or the trajectory of our investment in building our international business.

Okay. Thanks and then just a quick follow up, just looking at office in general, looking at it as a percentage it is up about [indiscernible] year-over-year, is that purely adjustment of severance cost or is it something else that was kind of baked into that, if you could possibly break out that?

There is three dynamics that impact that number this quarter on a year-over-year basis, one is there is a little bit more severance costs year-over-year in the quarter, $1 million to $2 million, so it is not the whole amount of that difference but the majority of it is related to two somewhat one-time items. So last year in the second quarter is when we received a substantial repayment of paid expenses from our Former CEO, that was a direct offset to G&A expense in the quarter that has not reoccurred obviously and so it abnormally reduced last year's cost from the true run rate costs that were there.

The second is as I think everyone knows every quarter we have to re-estimate our cash flow forecast for businesses that have deferred acquisition consideration on the book and any change in the result of that of our view of how much we are going to owe them in the future, that deferred acquisition payment flows through the income statement. From time to time business has underperformed and we have to reduce the estimate of what the obligation would be and the way that flows through is as income as an offset to expense in G&A.

Last year in the second quarter and you could see on this on schedule three I believe in the press release on last years reconciliation to adjusted EBITDA there was $12.7 million reduction in the estimate of deferred $12.7 million offset to expenses. So when you combine that with the repayments of [indiscernible] reimbursement from our former CEO you can see that actually makes up almost the entirety of the difference in G&A year-over-year.

Okay. Perfect.

Thanks for clarifying.

No problem.

Thank you, Drew. This clearly hasn’t been MDCs best of couple of quarter, nor, frankly the way I would have like to start my first year.

But I k now that our collection firm has all the billion they've always had and that we have hands down the most talented, most dedicated and hardest working collection of people in the industry. Together we know what we need to do to return to the company back to producing the type of growth and value creating that you expect of us.

Thank you or your time and really for your support of the MDC story which I know is unmatched in the industry. And I look forward to speaking with you in the coming days in weeks.

And in the meantime our job is to get back to work on delivering on building long-term value for our stakeholders. Good evening from New York City.