Matt Chesler - Vice President-Investor Relations Scott L. Kauffman - Chairman & Chief Executive Officer David B. Doft - Chief Financial Officer.

James G. Dix - Wedbush Securities, Inc. Peter C. Stabler - Wells Fargo Securities LLC Ygal Arounian - BMO Capital Markets (United States) Tracy Young - Evercore ISI Eugene Fox - Cardinal Capital Management LLC Rich R. Tullo - Albert Fried & Co. LLC Barry L. Lucas - Gabelli & Company.

Good day, and welcome to the MDC Partners First Quarter 2016 Results Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Matt Chesler, Vice President of Investor Relations.

Please go ahead..

Good afternoon, and thank you for joining the MDC Partners 2016 first quarter conference call. On the call today from MDC are Chairman and CEO, Scott Kauffman; and CFO, David Doft. During the call, we'll refer to 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..

Thanks Matt, and good afternoon, everyone. In a few moments, we'll address in some detail, the inaccurate and misleading negative reports that were circulated last week. But let's start by talking about our performance and outlook. I'm as confident as ever in MDC Partners and our long-term competitive advantage.

Our market-leading partner firms continue to win more than their fair share of new business by defining the future of the advertising and communications landscape. We're well positioned to achieve our full year revenue and adjusted EBITDA guidance, which we are reaffirming today. Now, let's discuss some of the numbers from the quarter.

Q1 organic revenue growth was 2.2% and EBITDA growth was 5.3%. There were three factors that impacted our organic revenue performance this quarter, first was timing. We've not yet been able to recognize some revenue from new accounts, and we expect that this will smooth out over the course of the year. Second was mix.

Similar to our previous two quarters, we saw a different mix of programs, largely in our experiential and promotions businesses. This led to a decline in billable pass-through costs, reducing our organic revenue growth rate by roughly 240 basis points. Excluding pass-through, organic revenue growth would have been 4.6%.

It's important to note, however, that these pass-through costs are generally without markup and, thus, have zero impact on profitability, but sometimes can impact the overall recorded GAAP revenues. Finally, as is typical in our business, there were some changes to both the leadership and program direction at a few of our clients.

Most of this occurred in March, which followed two very strong months in January and February. This lumpiness is typical in our industry, and it's why we don't provide quarterly financial guidance and believe that our performance is most accurately judged on an annual basis.

Coming off of a solid Q4 for new business, we've started off 2016 with a good Q1. We picked up Campbell's, the blue chip consumer packaged goods company. We won Jose Cuervo, Four Seasons and Polycom, and we expanded our relationships with Hershey's and Nestlé.

These wins, plus the strength we're seeing in our April and May pipeline, are giving us confidence that the organic growth rate of our portfolio will strengthen as the year progresses, especially in the third and fourth quarters.

From a profitability perspective, this year will show the benefits of our ongoing moves to prune unproductive costs of the company.

We're on track to deliver the $10 million of net savings that we targeted and which provides us with a good line of sight in achieving our adjusted EBITDA guidance this year and our mid-term 17% to 19% margin targets over the next few years. MDC holds an enviable competitive position.

We have the right talent and strong and differentiated modern assets and a structure of alignment that cultivates continued long-term outperformance. Importantly, we continue to employ responsible capital management, and we've worked hard to strengthen the balance sheet.

Specifically, just over the past month, we've opportunistically refinanced our senior notes and extended our revolving credit facility, both at lower rates. We've effectively locked in a capital structure that provides us with added liquidity and flexibility to pursue our growth strategy, and David will review the details in just a moment.

We continue to believe in supplementing our organic growth with a disciplined acquisition effort that is consistent with our strategic priorities and commitment to a healthy balance sheet. We're evaluating a pipeline full of interesting opportunities, and we expect to complete two transactions to three transactions over the coming year.

Looking ahead, we're very bullish about our prospects, and we have the strategy in place to gain incremental market share, both domestically and abroad, to scale the business and to create sustainable incremental shareholder value as we generate increasing amounts of excess cash.

And now, I'd like to turn the call over to David to discuss our financial performance and outlook..

Thank you, Scott, and good afternoon. We experienced some organic growth softness during the quarter, but there was minimal impact on our profitability. Our underlying business fundamentals and prospects remain solid.

Given our visibility into future quarters, we are comfortable reaffirming our guidance range, specifically revenue of $1.41 billion to $1.44 billion, and adjusted EBITDA of $225 million to $235 million.

As for the remainder of the year, we expect similar growth in 2Q, followed by accelerated growth in the second half of the year as our new business wins take hold, and as we cycle the falloff in pass-through revenue.

Geographically, the issues that impacted the top line were concentrated in the U.S., whereas our Canadian businesses bounced back and grew 4.5% organically, and international continued to be a driver of growth at 41.4% organic growth and is now over 9% of total revenue.

As for the bottom line, segment profitability was somewhat impacted by the timing issues, while corporate costs continue to come down as we have indicated.

As with the revenue, segment profitability is expected to contribute strong growth as we move through the year, especially in the second half, which brings me to the successful recapitalization of our balance sheet. We were thrilled to be able to opportunistically refinance our bonds in March, raising $900 million of senior notes at 6.5% due in 2024.

The key benefit was terming out the maturity for another four years, which effectively locks in place our capital structure to see us through the next economic cycle, as well as to provide added liquidity to pursue our growth strategy during the next two years, while we fund earn-out payments to our partners.

Importantly, we were able to achieve 25 basis points of savings despite the volatile high-yield markets, which reflects our improving credit in the eyes of fixed income investors, as well as the ratings agencies. In addition, we're announcing today, an extension of our $325 million revolving credit facility by almost two years to 2021.

Included in this extension is a further 25 basis point reduction in rate, and importantly, the ability to borrow in certain foreign currencies to support our global expansion. These measures, I hope you will agree, serves to further strengthen our balance sheet, which, as Scott has already emphasized, is one of our highest priorities.

Coupled with the significant pay down of our deferred acquisition consideration liability that we expect to make over the next two years, we expect to generate meaningful value for our stakeholders as the cash we generate will increasingly become freed up to be utilized for incremental strategic opportunities and build cash on the balance sheet.

At the end of the day, our focus is to delever through the generation of adjusted EBITDA and cash flow, and through the reduction of our contingent liabilities. Year-to-date, as of today, we have paid down over $110 million of deferred acquisition consideration.

In terms of modeling, this year, there will be an estimated $7 million of incremental cash interest expense from the debt refinancing, including a little over $2 million per quarter of incremental run rate interest, offset somewhat by a lower view on expected minority interest distribution.

Accordingly, we are adjusting our guidance for adjusted EBITDA available for general capital purposes, which is now expected to increase 14.6% to 23.4% to a range of $130 million to $140 million. Before we go to Q&A, Scott and I want to address the negative report about MDC from last week.

Some of this detail is available in our quarterly investor presentation..

Thanks, David. Let me begin by saying that we take strong issue with every single element of this report. It's filled with inaccuracies and raises issues that have long been addressed in a clear and transparent manner. Above all, it draws misleading and false conclusions that are intentionally meant to destroy shareholder value.

Today, we announced the amendment and extension of our $325 million revolving credit facility, which follows the successful $900 million capital markets transactions in March.

To be clear, JPMorgan, Wells Fargo Securities and others just underwrote $1.25 billion of our debt following comprehensive and thoughtful due diligence by them and by their respected legal counsel, including extensive due diligence of our financial disclosures, the unqualified reports of our auditors and other supplemental non-public information provided by the company.

David will address the specifics of the report, but I'd like to first dismiss outright a few of the claims. First, let's discuss the speculation based on arbitrarily cherry-picked news that we had an exodus of senior talent at certain of our agencies. It's simply not true.

The fact is that we retained talent with a turnover rate well below the industry average. Even more revealing, we're able to retain senior talent and founders more successfully than our competitors.

These are the leaders who have built businesses, who provide value over the long-term, and who do so well beyond their initial transaction in our perpetual partnership model. We've recently extended agreements with founders and next-generation leaders at a number of our leading agencies, which is clear evidence of the unique advantage.

And while we're on the topic of talent, it's worth addressing a specific matter raised by the report. We're proud to have an exceptional talent like Lori Senecal and Bill Grogan in the network.

The fact that they're married to one another in no way diminishes the fact that they are each highly acclaimed global executives who have been in the network for many years. Second, in regards to our client retention, the speculation about losses reveals a fundamental lack of understanding of our industry. Sometimes you win, sometimes you lose.

That's the business. The important thing is that we consistently win more than we lose, and that is evident in our net new business number, which we report quarterly and which is consistently positive. Third, the preposterous claim that we somehow don't innovate because we do not include an R&D line item in our financial results.

The fact is we invest in people. Innovation is not a line item, it's our business.

In addition to the R&D that happens within our agencies on a daily basis, we launch new agencies around innovative solutions; agencies like Varick Media Management, which we launched in 2008 to capitalize on the then nascent programmatic media buying opportunity, and which we parlayed into building our media buying practice.

And agencies like Gale Partners, which is an analytics driven digital marketing agency that has grown from a startup to over 120 employees in 24 months. Additionally, we invest in emerging technology companies that are helping to change the way marketers can interact with consumers and were incorporating these technologies into solutions for clients.

An example includes our co-investment with Salesforce in a marketing cloud technology company. To somehow suggest that we should capture all of our innovation investment in a line item is simply ridiculous. Lastly, the report attempts to make a link between certain copyright infringement claims and some kind of a looming trouble.

Not only are these claims common in the advertising industry, but the report conveniently omits one key fact. These IP lawsuits were dismissed by the courts with prejudice. To be clear, MDC's agency was found not liable in these cases and did not pay any damages to the plaintiff.

Now, I'd like to let David address some of the other misinformation in the report..

Thank you, Scott. Let's start with our organic revenue growth, which the report speculates that we calculate incorrectly. The report is wrong. Organic revenue growth in any period is calculated as follows. The year-over-year change in GAAP revenue minus the impact of foreign currency minus the impact of acquisitions.

Acquisition revenue includes revenue prior to MDC's ownership of acquisitions completed in the current period in addition to revenue from acquisitions completed in the prior period through the 12-month anniversary of ownership. This methodology is no different than our U.S. peers.

The report also speculates that we have irregularities in how we disclose acquisition revenue. The fact is we offered to our investors, two separate and different metrics related to acquisition revenue.

First, in Footnote 4 of our 10-K, when we discuss acquired revenue in the year, it is the total GAAP revenue recognized from acquisitions completed in that year.

Second, the acquisition revenue that is included in the organic revenue reconciliation table in the MD&A section is the revenue of both for acquisitions completed in the current year in addition to acquisitions completed in the prior year that have not cycled through 12 months of ownership, as I just described earlier. There is no discrepancy.

These are two different numbers. Next is the inaccurate speculation that our debt is understated on the balance sheet, largely because of how we estimate contingent liabilities. The fact is that these items are recorded entirely in accordance with GAAP.

While every deal is different, we typically estimate high single-digit to low double-digit compounded growth for our acquisitions and sometimes even higher.

As we have discussed many times with investors and analysts, and as is disclosed in our SEC filings, GAAP calls for this estimate to be expressed as a fair value measurement, which means we need to adjust for present value using our weighted average cost of capital, which is currently 9.23%.

This leads to a $51 million difference between the fair value of deferred acquisition consideration in accordance with GAAP that is carried on our balance sheet and the non-discounted estimated future cash payout. With regards to Y Media Labs, the report speculates that we understated the estimate for deferred liabilities on our balance sheet.

Again, this is blatantly untrue. They make this allegation based on an erroneous assumption of the deal structure. Here, again, the fact is that we account for the YML transaction in accordance with GAAP. Lastly, the report speculates that there has been a change in the tax deductible status of our goodwill. There has not.

Scott?.

Thanks, David. I believe we've made it crystal clear that our operations are strong, and that we stand behind the accuracy and integrity of our accounting and financial reporting. And with that, we'll take your questions. Operator, please remind our guests of how to ask a question..

Thank you. We will now begin the question-and-answer session. At this time, we will pause momentarily to assemble our roster. Our first question is from James Dix of Wedbush Securities. Please go ahead..

Thanks very much, guys. I guess two questions, just first in terms of the organic growth, perhaps for you, David.

Do you have kind of a reaffirmation of what organic growth assumptions you're making or any revisions in the organic growth assumptions embedded in your reaffirmed full year revenue guidance? And then second, just regarding the contingent liabilities, I mean, maybe if you could flesh out a bit, the pros, if any, and cons of providing any further disclosure like on earn-outs such as perhaps some type of sensitivity analysis, for example, to kind of that general profit range that you talk about that's embedded in the assumptions on that, whether you think that made any sense, whether you ever considered anything like that.

It just might be helpful just to kind of hear your thoughts on that. Thanks..

Sure. Thank you, James. There is no change to our assumptions of guidance for the year. Month-to-month numbers can be volatile in our business. That's why we manage to an annual target. That's why we give annual guidance. And at this point, based on our visibility, there's no change to our annual guidance on revenue or adjusted EBITDA.

In terms of the contingent liabilities, a sensitivity analysis agency-by-agency is quite an onerous task. The reality is we make what we believe are reasonable growth estimates agency-by-agency. As I said, they're typically between high single-digit to low double-digit compounded growth of cash flows over the life of a deal.

Depending on the business, sometimes it could be substantially higher than that if it's more of a high growth business in a high growth area benefiting from certain secular trends. It's extremely reasonable. Sometimes the businesses outperform those estimates, sometimes the businesses underperform those estimates.

The net change, as you know, we disclose to you on a quarterly basis if those expectations change. I think at this point, that's the best way to give visibility into those numbers..

Great. And just one follow-up. On the organic growth, just because you mentioned the pass-through elements which were one of the factors this quarter, are these pass-throughs – are they embedded in your organic growth outlook for the year? And if you could just refresh our recollection as to what that range is. Thanks..

Sure. The underlying organic growth assumption was 7% to 9% when we gave guidance at the beginning of the year.

It did embed in an assumption there, and part of that assumption is that as we moved through the middle of the year, we cycled a substantial falloff of pass-through revenue that began in the third quarter of last year, and have it begin to be a contributor in the second half as those businesses have bounced and have begun to grow again.

So we do have an assumption in there. Hopefully, it's an accurate assumption, but that's basically the underlying view that we're taking..

Right. Thanks very much..

Our next question is from Peter Stabler of Wells Fargo. Please, go ahead..

Good afternoon. Thanks for taking the question. So just a follow-up on the last one from James.

So, David, is the 7% to 9% something that you're still comfortable with from an organic growth basis for the year or is the lower than expected pass-through in first half going to impact that outlook? And then secondly, wondering if you could comment a little bit on the U.S. and maybe what the U.S.

number would have looked like excluding the pass-through impact. Thank you..

Sure. So, as I said before, we're making no change to our annual assumptions at this time. Admittedly, it puts a little bit more pressure on the last nine months given the pass-through impact in the first quarter and likely to continue impact on – from pass-through revenue in the second quarter.

But from what we can see, we continue to be comfortable with that range on an annual basis. In terms of impact in the U.S., from the pass-through dynamic, the entire dynamic impacted the U.S. And so, it would have added 2.5% to 3% revenue to the U.S. Excluding that dynamic, as you know, U.S. is about 80%, 81% of our revenue.

So, it's pretty simple math, though..

Just a quick follow-up, if I could. So, could you comment a little bit, ex-new business, the tone of your clients? Even kind of adding this back in, I would argue that the organic growth is a bit lower than we anticipated.

Are you sensing increasing nervousness on the part of clients or is this really a timing mechanism? And if it is timing, is it multiple large clients? Or any more color on that would be helpful. Thank you..

Absolutely. We're not sensing nervousness. We continue to see a commitment to supporting investment in brands by our clients. There is a lot of activity that's going on out there that also leads us to be constructive about the rest of the year, I think, industry-wide. And I think that's not inconsistent with what a lot of our competitors have said.

We're a little smaller. Our first quarter historically has always been a volatile quarter for us, given its size, given the difficulty of finalizing new business and contracts in order to get revenue recognition and things up and running. I think we sound like a broken record. We've talked about it almost every year for years.

And yet, I think you know, you've covered our stocks for a while, we tend to make the year. We continue to believe we're on track to make the year and that this is just a bit of a timing issue combined with the pass-through dynamic, which I said we should cycle as we move through the middle part of the year.

On the impact, per your question, there surely were three clients or four clients that impacted some shift out of March into later parts of the year, that in some clients will come back to us in a very meaningful way, and a couple will not based on shifting to other priorities in their company, but it's not cuts by the company in its marketing spend.

I want to be clear about that. It's just some shifts around in their spend. More often than not, that benefits us. In March, it didn't. But again, based on our pipeline that we see and on shifts of the timing of client activity, we have confidence in the remainder of our year..

Thanks, David..

Our next question is from Dan Salmon of BMO. Please go ahead..

Good afternoon, guys. This is Ygal calling in for Dan. I just want to ask about the EBITDA margin target, the mid-term target of 17% to 19% that Scott touched on. And I was wondering that there were some changes, specifically in some cost savings that you guys have highlighted over the past few quarters since that was given.

And I was wondering how that's changed, if it has at all, the target hasn't changed the timeframe at all, and what could we think of as the main factors that are going to get us from the level it is today to that 17% to 19%?.

Sure. We continue to be very focused on that target and believe it's highly achievable, and we expect to achieve it, as you know. So there has been no change from that standpoint.

I think as we've talked about in the last couple of quarters, the changes in corporate costs that we've been able to put in place gives us much higher visibility on that number.

And it does give us potentially the opportunity to get there a little bit faster, but we don't want to put the cart before horse, we know we have continued work to do on executing our business plan between here and there, and so we haven't made any formal change to the timeframe in which we're getting there.

But it does add to our confidence, our ability to get there, and get there in a timely manner..

Great. Thanks. And then just a housekeeping follow-up on the DAC payments. I think last quarter, you highlighted that expected $250 million over 2016 and 2017, obviously, heavier weighted in the first half. So we're expecting around $15 million to $20 million in the second half.

And then I was wondering if the cadence for 2017 would be similar to 2016, and if there's been any changes since the last time we spoke..

Sure. The cadence this year is consistent with what we talked about before. We paid about $30 million out in the first quarter. We're paying a little bit over $80 million out in the second quarter, and $15 million to $20 million are expected to be paid out in the second half of the year.

In terms of next year, it's similar cadence but a bit more weighted to 2Q with less in 1Q, and the sum total borrowing incremental acquisitions that should be a little bit smaller than it was this year, and to total about the roughly $250 million number that we've talked about all along..

Okay, perfect. Thank you so much..

Our next question is from Tracy Young of Evercore. Please go ahead..

Yeah, hi. David, you did a good job earlier of describing your organic growth and how you backed that out.

Could you do us a favor and just explain or talk a little bit about the 2015 organic growth ex-acquisitions?.

I don't understand the question. We do not include....

Sorry, could you just....

Yeah, we do not include the underlying revenue of acquisitions in organic growth, so I don't understand what you're asking..

I guess, if you could just talk about the organic growth number for 2015..

Sure. In 2015, we reported organic growth of 7.1%. It fell at the low end of our guidance range admittedly, and the key reason for that was mid-year, the falloff in the pass-through revenue, which impacted by about 200 basis points, the overall organic growth calculation. Pass-through revenue has no margin.

Underlying profit generating fee revenue organic growth was about 9% last year, was an exceedingly strong year for us that we hope to build on this year..

Okay. Thank you very much..

Our next question is from Eugene Fox with Cardinal Capital Management. Please, go ahead..

Hi, David. Just to say I have been a long-term shareholder as most of you guys know and been on most of the calls, and very detailed models and very familiar with the accounting.

And so I have found the company to be, in both its disclosure, as well as communications, to be very transparent, and obviously, the company has built a lot of value over time. And I've worked closely with David specifically and with Scott lately.

Having said that, could you talk a little bit – because I think it's illuminating – about the deal structure you put in place and why we only paid for revenue, and ultimately, cash flow that we get when we could obviously pay upfront without this, this what we would call effectively an earn-out?.

Sure. Thanks, Eugene. So the acquisition of agencies, of marketing services companies, as with any acquisition, is a – it's a negotiation. And part of that negotiation and part of the way we find middle ground is by building a partnership with the principals that are looking to build their business.

And one of the great things about MDC and our acquisition model is that it creates for or allows for self-selection of partners that sell to us. Because if you're a principal or a team of principals at an agency that wants to sell, you want to get out.

You think maybe your best days are behind you or you don't have the energy anymore to build your business. You sell 100% of your company. You sell 100% of your company, and even with our competitors who typically buy in that way, you get a down payment and you get an earn-out for two years, three years or four years, and then you leave.

But if you aspire to build something bigger, if you aspire to grow, to add offices, to grow overseas, add capabilities, it's very hard to dig into your own pockets as a principal of an agency to fund that sort of growth to make those investments.

And – or you're not quite sure how to do it because it's distracting to the work that you do for your clients. And so you want a partner to help you do that, and that's how we're positioned.

And so our structure allows for entrepreneurs to continue to hold on to a piece of their business while taking on a partner that helps them achieve their aspirations.

And so with that, we buy majority stakes, but not 100% of agencies typically upfront, so that the management teams can hold on to a piece of their business and admittedly share in the upside. And what's great about that, it allows for continuity of culture at these agencies. These are creative businesses. The culture is everything to them.

And the last thing they want is some big, bad holding company coming in and squeezing them, and getting in the way of their culture that allows them to do the work that they want to do. And this partnership structure also allows them to hold on to that.

And so it's a great tool to attract, we think, the best and most progressive agencies out there with management teams that want to stick around, because they want to build their business.

And we are happy and thrilled to share in the upside of the growth of those businesses if they achieve it in order to attract them, but also in order to minimize the downside. Because the other thing that we get from that structure is they have skin in the game on the downside, too.

And we're protected, we're protected in the cash flow generated to the company, we're protected in the price we paid for the business if something goes wrong with the price that could adjust down.

And in the deal structure, we work to, as best as we can, ensure a minimum return, and our minimum return rule is 20% on our investment in those companies..

Thanks, David. Just a couple of other questions quickly. First, on the – you mentioned that there were certain revenue you could recognize in the quarter, that's happened in the past. Could you give us any sense for the magnitude of that? And my assumption is, I think you said you would expect to recognize most of it this year.

How should we think about the relative size of that and its impact on your organic growth?.

I don't think it makes sense to speak about specific numbers. It's a few million dollars that is a mix of things that – or business that was awarded and the start time got delayed a little bit, as well as business where the timing of finalization in terms of a contract didn't allow for recognition.

So it's a bit of a – different types of timing, let's call it, that should make up largely as we move into 3Q and 4Q, which is why we emphasize more of an acceleration in the back half of the year than in 2Q..

Got it. Last question really relates to – I think you indicated on the last call that you guys had hired a law firm – the special committee of the board to look into many, if not most, of all of the allegations that came out in this latest short report.

And I don't believe you disclosed at the time who that was, but any – to the extent that you can elaborate on who that was and what they did, I think it might be helpful because that's an independent party who's sort of looked through all of these issues related to the accounting..

Hey, Gene, this is Scott. The special committee was formed to deal with the subpoena from the SEC and has not, in any way, performed any activity against the allegations raised or the insinuations from the report from last week or any short reports..

Right. The topics covered by the special committee were specifically the topics covered in the SEC subpoena that we previously disclosed and talked about a number of time. There are some minor overlap in topics, but we just want to be clear what the special committee and external council covered..

Got it. Okay. Again, thank you, guys. And I obviously have confidence; otherwise, I wouldn't have been an investor for so long. Thank you so much..

Thank you, Gene..

Thank you, Gene..

Our next question is from Rich Tullo of AFCO. Please go ahead..

Hey, how are you doing? Rich Tullo at Albert Fried & Company. Just want to start off with a statement, then I got a couple of housecleaning questions. My statement, I first started covering you guys in 2005. I'm looking at your GAAP revenues, reclassified in 2005 is $349 million.

Last year, you did about $1.3 billion, and next year, you do about $1.4 billion. Now, we could have an argument over semantics of whether that's 2% or 3% organically, but the fact of the matter is you got from $350 million, a small cap company revenue line, to $1.4 billion and a player in the international ad market.

This phenomenal growth has not been without innovation. One of the reasons why I picked up coverage of MDC Partners it was one of the first ad agencies to figure out how to advertise on YouTube and then Facebook. And then last year, you invented the pizza emoji, which enables instantaneous ordering of food from Domino's.

And this all sounds like insignificant little things, but in the media, sometimes the insignificant little things turn out to be big things, and turn out to grow your revenue line from $350 million to $1.4 billion. Now, as we look – now for my questions.

As we look at the pass-throughs versus the timing differences, on the timing difference, is that about a $500 million – not $500 million, excuse me – $5 million timing difference in the quarter? Is that – am I in the right ballpark with that?.

As I answered before, I don't think it makes sense every quarter to give specifics on that. It's a few million dollars, I'll say that, but we're not giving the exact number. It just doesn't make sense to do that..

Fair enough.

And if the organic business is performing well and the DAC is a little higher than you can estimate currently, as a shareholder – or as a share – or should shareholders view as a negative or a positive? We've always looked at that as a positive because if you owe these partners more money, that means their business is growing a lot faster than you expected on the front-end.

And can you please talk about your risk management side on the backend that creates the difference in organic revenue sometimes?.

So, the – I assume you meant creates a difference in DAC. But our view is that if we have to adjust deferred acquisition consideration upwards for performance, that it's a good thing. Let's go back to what I said in the prepared remarks.

We typically estimate high single-digit to low double-digit compounded cash flow growth at the businesses we acquire and sometimes higher, almost never lower. And if there's outperformance of those growth targets, then we might owe them more than we estimate.

We've also, at the same time for several years, talked about a long-term growth framework of MDC of kind of 5% to 7% organic revenue growth, some margin expansion leading to become a double-digit organic EBITDA growth.

So, I think that if we can have businesses that grow faster than our initial estimate, it would imply they're growing typically faster than that 10%-ish long-term target that we have for MDC, would help us drive accelerated growth at MDC for a longer period of time.

And we might pay a little bit more for that, but the value creation for the company is substantial in that case. And that's why the model works. The final payment for deferred acquisition consideration is based on an average of several years of profit before tax times a multiple that dictated in the purchase agreement.

It's typically a range of multiples, to be clear, and the final multiple will depend on the compounded growth of the business during the life of the deal, and that's the primary reason for changes in deferred acquisition consideration estimates over time..

Thank you very much..

And thanks for your introductory remarks there, Rich..

Yeah. No problem..

Our next question is from Tom Eagan of Telsey Advisory Group. Please, go ahead..

Hey, guys. This is Dan Lugo (41:54) in for Tom. Just a quick question. On your DAC payments in 2015, it's approximately $134 million just looking at your cash flow statement.

Should we expect approximately the same payout in 2015 and 2016 – or 2016, excuse me?.

So, as we've talked about on the year-end earnings call, between 2016 and 2017, we expect to pay out approximately $250 million between the two years, a little bit more in 2016 than in 2017. So, so far this year, we've paid out, as we said up until today, about $110 million.

There should be $15 million to $20 million in the second half of the year, and that should then – you could back into – it's not too different a number, slightly less number for 2017..

Okay. Perfect. Thanks for the clarification. And then just a second question discussing your leverage ratio. You've previously targeted 2.5 times leverage over the next two years to three years.

With the, I mean, the increase in capital raise and increase in DAC, should we rule that out or is that still a possibility going into the future?.

That continues to be our target. The capital raise – well, when we talk about the target, we talk about net debt to EBITDA. So the capital raise put cash on the balance sheet.

Where we do have some impact on the ratio is the cost of the refinancing to make all (43:24) payment plus fees, which was approximately $45 million, $46 million, and impact our leverage by about 0.2 turns of EBITDA. And it's something that we will have to overcome over the next two years to get to those targets.

I also want to be clear that, that target does exclude the DAC, but between here and there, to get to that target, we're going to fund the vast majority of the DAC that's on the balance sheet such as the $250 million I just spoke about that we expect to pay between 2016 and 2017.

So that when we get to that leverage target, the remaining DAC should be less than half a turn of EBITDA at that point in time..

Okay..

Barring incremental acquisitions, I want to make clear. There might be some that could come back on if there are new deals in the future but from the current balance..

Okay. Perfect. Thank you very much..

Our next question is from Barry Lucas of Gabelli & Company. Please go ahead..

Thank you, and good evening. Just a couple.

I may have missed this, David, but did you provide a net new business number for 1Q?.

We did in the press release, net new business was about $20 million. It's about $19.8 million exactly..

Thank you.

And could you talk a little bit more about the level of pitch activity, what you're seeing out there, and how it may vary between kind of creative and media?.

Well, we're seeing it on both fronts now, Barry, this is Scott. And you know we've done a lot of work with coordinating our media properties, and I hope to have some big announcements coming up in the near future as we start to participate in bigger and bigger media reviews. And that's going swimmingly well.

And then, of course, on the creative side, where we've continued to believe we have the fullest roster of brilliant creative shops, we're involved in almost every new major business pitch that comes up in the form of creative.

And while we'd love to talk more about a lot of what's going on there, we always have to defer to prospects and clients about the level of activity that we can reveal, but part of our confidence in reaffirming guidance today is a lot about what has happened in just the first month of this quarter and looking out at prospects for new business activity across the network..

Great, thanks. The last item since it did come up, the SEC investigation or inquiry.

Have you found closure on that?.

Well, as one-half of the special committee, I can assure you that we continue to cooperate fully with the SEC and – listen, with all of our internal findings, we believe the SEC will ultimately conclude that our financial statements have been prepared appropriately and in accordance with GAAP, and that the remedial steps that we took towards the end of last year and continue into this year to address the former CEO's expense reimbursement issues demonstrate our commitment to the highest standards of corporate governance.

And beyond that, we simply can't comment or opine on an ongoing regulatory investigation..

Thanks for that, Scott..

Yeah..

The next question is a follow-up from Peter Stabler of Wells Fargo. Please, go ahead..

Thanks, a couple more. So, David, because the cadence of this year is pretty unusual, I just got a couple of follow-up questions on the pass-through. So it looks like it started, I think you said second half last year.

Is this related to more than one business? Is this related to a collection of businesses? How should we think about this asset going forward if it's had such kind of pronounced weakness? And I guess you've said that you have confidence. In the past, you're no longer being a headwind in second half. I wonder if we can get a little more color there.

And then just a clarification on your 2Q comment, I think you said roughly in line with Q1 in terms of organic growth. I wasn't sure whether that was exclusive of the pass-through impact or inclusive of the pass-through impact. Thanks so much..

Sure. Thank you, Peter. So broadly, it's the experiential and promotions businesses in the portfolio.

It's more than one, it's not all of them, and there is definitely a changing dynamics within a couple of them where they had shifting client mix away from clients that were spending on very large events that had very large pass-through relative to the fee revenue, combined with a little bit of softness in those businesses as well.

So, I – yeah, surely, it is the weaker part of the portfolio currently, and it's a mix, as I said, of softness and kind of shift of the type of events that clients are putting on which has impacted the pass-through revenue in such a dramatic way. Now, we don't think these businesses are bad businesses or broken.

We continue to see substantial opportunity for those businesses going forward. And we are hopeful, as we cycle the drop off from the third quarter of last year, that we will begin to see growth again from those businesses in the second half.

You heard right on 2Q, at this point, given the pass-through dynamic and how we see some of the new business ramping up, it's premature to think that there'll be materially better organic revenue growth numbers in 2Q, and we would expect at least a similar drag from pass-through in the second quarter..

Thank you..

As there are no further questions, this will conclude our question-and-answer session. I'd like to turn the conference back over to Scott Kauffman for any closing remarks..

Thank you, operator. So, to conclude, I want to emphasize that we are not going to get distracted by baseless reports. Management is laser focused on growing and strengthening MDC's underlying businesses and creating value for our shareholders. With that, we bid you good evening from New York City..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..