8-K

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 Earliest Event reported) — May 2, 2012 (May 2, 2012)

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.)

745 Fifth Avenue, 19^th Floor, New York, NY 10151
(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)

¨ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

¨ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2012, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three months ended March 31, 2012. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company hosted an earnings call in which its financial results for the three months ended March 31, 2012 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

The Company has posted the materials attached as Exhibit 99.2 on its web site (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.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated May 2, 2012, relating to the Company’s earnings for the three months ended March 31, 2012.

99.2 Slideshow presentation dated May 2, 2012.

3

Signatures

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

Date: May 2, 2012	MDC Partners Inc.
	By:
		/s/ Mitchell Gendel
		Mitchell Gendel
		General Counsel & Corporate Secretary

4

EX-99.1

PRESS RELEASE

FOR:	MDC Partners Inc.	CONTACT:	David Doft
	745 Fifth Avenue, 19th Floor		Chief Financial Officer
	New York, NY 10151		646-429-1818
			ddoft@mdc-partners.com

MDC PARTNERS INC. REPORTS RESULTS FOR THE
THREE MONTHS ENDED MARCH 31, 2012

FIRST QUARTER HIGHLIGHTS:

· Revenue increased to $236.0 million versus $215.1 million in Q1 2011, an increase of 9.7%

· Organic revenue increased 5.4% for Q1 2012

· EBITDA decreased to $7.5 million versus $15.4 million in Q1 2011

· Total Free Cash Flow including working capital improved to $67.9 million versus an outflow of ($30.5) million in Q1 2011

· Net new business wins of $49.6 million for Q1 2012, a 506% year-over-year increase

· Net debt declined $41.9 million to $335.2 million at March 31, 2012, from $377.1 million at December 31, 2011; on target to achieve long term leverage goals

NEW YORK, NY (May 2, 2012) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three months ended March 31, 2012.

Miles S. Nadal, Chairman and Chief Executive Officer of MDC Partners, said, “We delivered solid results in the first quarter and have positioned the company nicely to deliver on our annual financial projections. Our net new business wins of $49.6 million, a 506% increase from the $8.2 million we had in the first quarter of last year, underscore the truly unique business that we have built and the excitement clients have for our innovative work. Looking ahead, we remain focused on profitable organic growth, expanding margins, improving free cash flow, and de-levering the balance sheet.   With reduced leverage, over the next several years we expect a material amount of incremental EBITDA to convert to free cash flow, which should have positive implications for our shareholders.”

Guidance for 2012 is maintained as follows:

		Implied
	2012	Year over Year
	Guidance	Change
Revenue	$1,050 - $1,075 million	+11.3% to +14.0%
EBITDA	$110 - $115 million	+21.2% to +26.7%
Free Cash Flow	$35 - $40 million	+50.8% to +72.3%
+ Change in Working Capital and Other	+$25 million
Total Free Cash Flow	$60 - $65 million	+10.6% to +19.8%
Implied EBITDA Margin	10.5% - 10.7%	+90 to +110 basis points

Consolidated revenue for the first quarter of 2012 was $236.0 million, an increase of 9.7% compared to $215.1 million in the first quarter of 2011. EBITDA (as defined) for the first quarter of 2012 was $7.5 million compared to $15.4 million in the first quarter of 2011, due to increased severance expense and the impact of investment activity begun in the second half of 2011. Loss attributable to MDC Partners in the first quarter was ($26.3) million compared to a loss of ($8.7) million in the first quarter of 2011. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the first quarter of 2012 was ($0.87) compared to a loss of ($0.30) per share in the same period of 2011. Free cash flow from operations (as defined) was $(7.9) million in the first quarter of 2012, compared with $0.5 million in the first quarter of 2011.

“We made good progress against achieving our long-term goal for leverage of below 2.5 times EBITDA," said David Doft, CFO of MDC Partners.  "At quarter-end, our net debt showed a material improvement from year-end 2011, decreasing by $41.9 million and ending the quarter with $156 million of capacity.   While we do have a substantial amount of acquisition consideration coming due this year in the second quarter as well as next year, our balance sheet and cash position will only improve as we pay-down these liabilities and as we limit our investment spend to the $15 million we budgeted for the year.”

Conference Call

Management will host a conference call on Thursday, May 3, 2012 at 8:00 a.m. (EST) to discuss results. The conference call will be accessible by dialing 1-412-317-6760 or toll free 1-866-524-3160. An investor presentation has been posted on our website www.mdc-partners.com and will be referred to during the conference call.

A recording of the conference call will be available until Wednesday, May 16, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10013193) or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC is a Business Transformation Organization that utilizes technology, marketing communications, data analytics and insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, Europe, and the Caribbean.

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

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

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. These non-GAAP financial measures relate to: (1) presenting EBITDA and EBITDA margin (as defined) for the three months ended March 31, 2012 and 2011; and (2) presenting Total Free Cash Flow, Free Cash Flow and Free Cash Flow per Share (as defined) for the three months ended March 31, 2012 and 2011. Included in this earnings release are tables reconciling MDC’s reported results to arrive at these non-GAAP financial measures.

This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put” option rights, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

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

· risks associated with severe effects of international, national and regional economic downturn;

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

· the spending patterns and financial success of the Company’s clients;

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

· the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to “put” option right and deferred acquisition consideration;

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

· foreign currency fluctuations.

The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.

SCHEDULE 1

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended March 31,
	2012			2011
Revenue	$	235,978		$	215,091
Operating Expenses:
Cost of services sold		177,260			157,762
Office and general expenses		60,372			44,464
Depreciation and amortization		10,001			10,303
		247,633			212,529
Operating profit (loss)		(11,655	)		2,562
Other Income (Expenses):
Other income (expense), net		(1,023	)		313
Interest expense		(10,996	)		(9,564	)
Interest income		41			38
Loss from continuing operations before income taxes and equity in affiliates		(23,633	)		(6,651	)
Income tax expense		1,263			358
Loss from continuing operations before equity in affiliates		(24,896	)		(7,009	)
Equity in earnings of non-consolidated affiliates		272			255
Loss from continuing operations		(24,624	)		(6,754	)
Loss from discontinued operations, net of taxes		(300	)		(326	)
Net loss		(24,924	)		(7,080	)
Net income attributable to the noncontrolling interests		(1,357	)		(1,605	)
Net loss attributable to MDC Partners Inc.	$	(26,281	)	$	(8,685	)
Loss Per Common Share:
Basic and Diluted:
Loss from continuing operations attributable to MDC Partners Inc. common shareholders	$	(0.87	)	$	(0.30	)
Discontinued operations attributable to MDC Partners Inc. common shareholders	$	(0.01	)	$	(0.01	)
Loss attributable to MDC Partners Inc. common shareholders	$	(0.88	)	$	(0.31	)
Weighted Average Number of Common Shares:
Basic and Diluted		29,889,932			28,200,111

SCHEDULE 2

MDC PARTNERS INC.

RECONCILIATION OF OPERATING INCOME (LOSS) TO EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2012

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	160,418		$	75,560			-		$	235,978
Operating income (loss) as reported	$	488		$	(3,862	)	$	(8,281	)	$	(11,655	)
margin		0.3	%		-5.1	%					-4.9	%
Add:
Depreciation and amortization		5,099			4,554			348			10,001
Stock-based compensation		1,866			1,691			2,327			5,884
Acquisition deal costs		83			87			570			740
Deferred acquisition consideration adjustments to P&L		2,426			102			-			2,528
Profit distributions from affiliates		-			-			-			-
EBITDA *	$	9,962		$	2,572		$	(5,036	)	$	7,498
margin		6.2	%		3.4	%					3.2	%

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

MDC PARTNERS INC.

RECONCILIATION OF OPERATING INCOME (LOSS) TO EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2011

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	141,493		$	73,598			-		$	215,091
Operating income (loss) as reported	$	7,723		$	1,649		$	(6,810	)	$	2,562
margin		5.5	%		2.2	%					1.2	%
Add:
Depreciation and amortization		5,807			4,392			104			10,303
Stock-based compensation		1,547			505			2,222			4,274
Acquisition deal costs		287			281			429			997
Deferred acquisition consideration adjustments to P&L		(396	)		(2,581	)					(2,977	)
Profit distributions from affiliates		-			-			267			267
EBITDA*	$	14,968		$	4,246		$	(3,788	)	$	15,426
margin		10.6	%		5.8	%					7.2	%

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

Schedule 3

MDC PARTNERS INC.

FREE CASH FLOW

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

	Three Months Ended March 31,
	2012			2011
EBITDA	$	7,498		$	15,426
Net Income Attributable to Noncontrolling Interests		(1,357	)		(1,605	)
Capital Expenditures, net (1)		(4,594	)		(4,863	)
Cash Taxes		(24	)		(64	)
Cash Interest, net & Other		(9,447	)		(8,359	)
Free Cash Flow (2)	$	(7,924	)	$	535
Changes in Working Capital (3)		75,861			(31,022	)
Total Free Cash Flow (2)	$	67,937		$	(30,487	)
Diluted Common Shares Outstanding		29,889,932			28,200,111
Total Free Cash Flow per Share	$	2.27		$	(1.08	)

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

(2) Free Cash Flow and Total Free Cash Flow are non-GAAP measures. As shown above, Free Cash Flow represents EBITDA less net income attributable to noncontrolling interests, less capital expenditures, less cash taxes, less net cash interest (including interest paid and other).

(3) Changes in Working Capital includes cash acquired in acquisitions.

SCHEDULE 4

MDC PARTNERS INC.

CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

	March 31,			December 31,
	2012			2011
Assets
Current Assets:
Cash and cash equivalents	$	35,957		$	8,096
Accounts receivable, net		319,154			238,592
Expenditures billable to clients		56,530			39,067
Other current assets		14,517			12,657
Total Current Assets		426,158			298,412
Fixed assets, net		52,352			47,737
Investment in affiliates		192			99
Goodwill		738,233			605,244
Other intangible assets, net		74,113			57,980
Deferred tax assets		15,440			15,380
Other assets		32,122			30,893
Total Assets	$	1,338,610		$	1,055,745
Liabilities and Shareholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	291,795		$	178,282
Accrued and other liabilities		98,835			72,930
Advance billings		167,891			122,021
Current portion of long term debt		1,293			1,238
Current portion of deferred acquisition consideration		67,735			51,829
Total Current Liabilities		627,549			426,300
Long-term debt		369,873			383,936
Long-term portion of deferred acquisition consideration		136,503			85,394
Other liabilities		50,597			14,900
Deferred tax liabilities		51,739			50,724
Total Liabilities		1,236,261			961,254
Redeemable Noncontrolling Interests		108,855			107,432
Shareholders' Equity (Deficit)
Common shares		238,718			228,209
Shares to be issued		424			424
Charges in excess of capital		(62,393	)		(45,102	)
Accumulated deficit		(257,555	)		(231,274	)
Stock subscription receivable		(55	)		(55	)
Accumulated other comprehensive loss		(2,796	)		(4,658	)
MDC Partners Inc. Shareholders' Equity (Deficit)		(83,657	)		(52,456	)
Noncontrolling Interests		77,151			39,515
Total Equity (Deficit)		(6,506	)		(12,941	)
Total Liabilities, Redeemable Noncontrolling Interests and Equity (Deficit)	$	1,338,610		$	1,055,745

SCHEDULE 5

MDC PARTNERS INC.

SUMMARY CASH FLOW DATA

(US$ in 000s)

	Twelve Months Ended March 31,
	2012			2011
Cash flows (used in) provided by continuing operating activities	$	12,404		$	(37,146	)
Discontinued operations		115			80
Net cash provided by (used in) operating activities		12,519			(37,066	)
Net cash provided by (used in) continuing investing activities		33,133			(14,553	)
Discontinued operations		-			(159	)
Net cash provided by (used in) investing activities		33,133			(14,712	)
Net cash provided by (used in) continuing financing activities		(17,718	)		47,745
Effect of exchange rate changes on cash and cash equivalents		(73	)		46
Net increase (decrease) in cash and cash equivalents	$	27,861		$	(3,987	)

EX-99.2

Management Presentation May 3, 2012 First Quarter 2012 Results Draft

This presentation, including our “2012 Financial Outlook”, contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this presenta tion that are not historical facts, including statements about t he Company’s beliefs and expectations, earnings guidance, recent business and economic tr ends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put”option rights, constitute forward-looking statements. These statements are based on current plans , estimates and projections, and are subject to change based on a number of factors, including those outlined in this s ection. 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 lightof new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with severe effects of international, national and regional economic downturn; • the Company’s ability to attract new clients and retain existing clients; • the spending patterns and financial success of the Company’s clients; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to “put”option rights and deferred acquisition consideration; • the successful completion and integration of acquisitions which compliment and expand the Company’s business capabilities; and • foreign currency fluctuations. The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisi tions by using available cash from operations and through incurr ence of bridge or other debt financing, either of which may increase the Company ’s leverage ratios, or by issuing equity, which may have a diluti ve impact on existing shareholders proportionate ownership. At any given time the Company may be e ngaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the co mpletion of any transactions, the announcement of any such trans action may lead to increased volatility in the trading price of the Company’s securities. Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors”and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION

KEY HIGHLIGHTS • Q1 2012 organic revenue growth of 5.4% • Q1 2012 revenue increased 9.7% to $236.0 million versus $215.1 million in Q1 2011 • Q1 2012 EBITDA decreased 51.4% to $7.5 million versus $15.4 million in Q1 2011 • Severance expense impacted the quarter by $2.2 million, which combined with elimination of open positions led to a $19 million reduction in costs on annualized basis • Net new business wins of $49.6 million for Q1 2012, an increase of 506% versus Q1 2011 • Total Free Cash Flow for Q1 2012 of $67.9 million • Affirm commitment to long term EBITDA margin target of 15-17%

CONSOLIDATED REVENUE AND EARNINGS Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2012 2011 Revenue 236.0$ 215.1$ 9.7 % Operating Expenses Cost of services sold 177.3 157.8 12.4 % Office and general expenses 60.4 44.5 35.8 % Depreciation and amortization 10.0 10.3 (2.9) % Operating profit (loss) (11.7) 2.6 (554.9) % Other income (expense), net (12.0) (9.2) Income tax expense 1.3 0.4 Equity in earnings of non-consolidated affiliates 0.3 0.3 Loss from Continuing Operations (24.6) (6.8) Loss from discontinued operations, net of taxes (0.3) 0.3 Net Loss (24.9) (7.1) Net income attributable to the non- controlling interests (1.4) (1.6) Net Loss attributable to MDC Partners Inc. (26.3)$ (8.7)$ % Change Three Months Ended March 31,

SUMMARY OF SEGMENT RESULTS -REVENUE • Solid organic growth despite difficult comparisons • New business wins driving market share gains • Acquisitions and investments bolstering financial performance (US$ in millions, except percentages) 2012 2011 Revenue Strategic Marketing Services 160.4$ 141.5$ 13.4 % Performance Marketing Services 75.6 73.6 2.7 % Total Revenue 236.0$ 215.1$ 9.7 % % Change Three Months Ended March 31,

FIRST QUARTER 2012 REVENUE GROWTH BY SEGMENT Strategic Performance Weighted Marketing Marketing Average Services Services Total Organic Growth 8.7% -1.0% 5.4% Acquisition Growth 5.0% 4.0% 4.7% Foreign Exchange Growth -0.3% -0.4% -0.4% Total 13.4% 2.7% 9.7%

FIRST QUARTER REVENUE BY CLIENT SECTOR Note: Actuals may not foot due to rounding Q1 2012 Q1 2011 Retail, 15% Communications, 12% Other, 15% Financials, 8% Consumer Products, 32% Technology, 11% Healthcare, 4% Auto, 3% Retail, 15% Communications, 13% Other, 12% Financials, 9% Consumer Products, 32% Technology, 10% Healthcare, 5% Auto, 4%

Outperformance Despite More Difficult Comparisons Note: Peers include Omnicom, Interpublic, WPP Group, Havas and Publicis for 1Q08-1Q12 ORGANIC GROWTH 1Q12 +5.4% MDC Partners vs. Peers Trailing 12 Month Organic Revenue -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 1Q082Q083Q084Q081Q092Q093Q094Q091Q102Q103Q104Q101Q112Q113Q114Q111Q12 MDC Partners Peers

SUMMARY OF SEGMENT RESULTS -EBITDA Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2012 2011 EBITDA Strategic Marketing Services 10.0$ 15.0$ (33.4) % margin 6.2% 10.6% Performance Marketing Services 2.6 4.2 (39.4) % margin 3.4% 5.8% Marketing Communications 12.5 19.2 (34.8) % margin 5.3% 8.9% Corporate Expenses (5.0) (4.1) 24.2 % Profit Distributions from Affiliates - 0.3 Total EBITDA 7.5$ 15.4$ (51.4) % margin 3.2% 7.2% % Change Three Months Ended March 31,

FREE CASH FLOW Note: Actuals may not foot due to rounding (US$ in millions) 2012 2011 EBITDA $7.5 $15.4 Net Income Attibutable to Noncontrolling Interests (1.4) (1.6) Capital Expenditures (4.6) (4.9) Cash Taxes (0.0) (0.1) Cash Interest, net & other (9.4) (8.4) Free Cash Flow ($7.9) $0.5 Three Months Ended March 31,

LIQUIDITY *Note: At March 31 2012, after giving effect to the limitationsunder the 11% Senior Notes indenture, approximately $138.0 million was available under the bank credit facility. (US$ in millions) Commitment Under Facility 150.0$ Drawn 23.9 Letters of Credit 5.7 Funds Available Under Facility 120.4$ Total Cash 36.0 Liquidity 156.4$ Available Liquidity at March 31, 2012*

2012 FINANCIAL OUTLOOK Implied 2012 Year over Year Guidance Change Revenue $1,050 - $1,075 million +11.3% to +14.0% EBITDA $110 - $115 million +21.2% to +26.7% Free Cash Flow $35 - $40 million +50.8% to +72.3% + Change in Working Capital and Other +$25 million Total Free Cash Flow $60 - $65 million +10.6% to +19.8% Implied EBITDA Margin 10.5% - 10.7% +90 to +110 basis points Note: See appendix for definitions of non-GAAP measures

APPENDIX

TEMPORAL PUT OBLIGATIONS AND IMPACT ON EBITDA Note: Excludes put rights of $79.4 million exercisable pursuant to termination of employment or death. Incremental (US$ in millions) Cash Stock Total EBITDA in Period 2012 3.1 0.3 3.4 3.1 2013 9.8 0.6 10.4 1.1 2014 3.7 0.9 4.6 1.3 2015 3.4 0.5 3.9 1.3 Thereafter 6.7 0.4 7.1 0.7 Total $26.7 $2.7 $29.4 $7.5 Effective Multiple 3.9 Estimated Put Impact at March 31, 2012 Payment Consideration

BALANCE SHEET: 2016 SENIOR NOTES Principal Amount $345 Million Date November 1, 2013 at 105.00% November 1, 2014 at 102.75% November 1, 2015 and thereafter at 100.00% Maturity November 1, 2016 Security Unsecured Coupon 11% Ratings Moody’s -Corporate: B1; Notes: B2 S&P: Corporate: B+; Notes: B+ Principal Amount $345 Million Date November 1, 2013 at 105.00% November 1, 2014 at 102.75% November 1, 2015 and thereafter at 100.00% Maturity November 1, 2016 Security Unsecured Coupon 11% Ratings Moody’s -Corporate: B1; Notes: B2 S&P: Corporate: B+; Notes: B+

BALANCE SHEET: REVOLVING CREDIT FACILITY Amount $150 Million Type Senior Secured Maturity October 23, 2015 Facility Fee 50bps per annum Drawn Rate Prime +225bps / LIBOR +250bps Covenants •Minimum EBITDA: $93.4 million •Fixed Charge Coverage Ratio: 1.10:1.0 •Senior Leverage Ratio: 2.0:1.0 •Total Leverage Ratio: 4.6:1.0 Amount $150 Million Type Senior Secured Maturity October 23, 2015 Facility Fee 50bps per annum Drawn Rate Prime +225bps / LIBOR +250bps Covenants •Minimum EBITDA: $93.4 million •Fixed Charge Coverage Ratio: 1.10:1.0 •Senior Leverage Ratio: 2.0:1.0 •Total Leverage Ratio: 4.6:1.0

SUMMARY OF CASH FLOW Note: Actuals may not foot due to rounding (US$ in millions) 2012 2011 Cash flows (used in) provided by continuing operating activities $12.4 ($37.1) Discontinued operations 0.1 0.1 Net cash (used in) provided by operating activies $12.5 ($37.1) Cash flows (used in) provided by continuing investing activities $33.1 ($14.6) Discontinued operations - (0.2) Net cash (used in) provided by investing activities $33.1 ($14.7) Net cash (used in) provided by financing activities ($17.7) $47.7 Effect of exchange rate changes on cash and cash equivalents ($0.1) $0.0 Net increase (decrease) in cash and cash equivalents $27.9 ($4.0) Twelve Months Ended March 31,

DEFINITION OF NON-GAAP MEASURES • EBITDA: EBITDA is a non-GAAP measure, that represents operating profit plus depreciationand amortization, stock- based compensation, acquisition deal costs, deferred acquisitionconsideration adjustments and profit distributions from affiliates. • Organic Growth: Organic revenue growth is a non-GAAP measure that refers to growth in revenues from sources other than acquisitions or foreign exchange impacts. • Free Cash Flow: Free cash flow is a non-GAAP measure that represents EBITDA less net income attributableto noncontrollinginterests, less capital expenditures net of landlord reimbursements, less net cash interest (including interest paid and to be paid on the 11% Senior Notes), less cash taxes plus realized cash foreign exchange gains. • Total Free Cash Flow:Total free cash flow is a non-GAAP measure that represents free cash flow plus changes in working capital plus other changes in cash. • Net Bank Debt or Net Bank Debt: Debt due pertaining to the revolving credit facility plus debt pertaining to the Senior Notes less total cash and cash equivalents. Note: A reconciliation of Non-GAAP to US GAAP reported results has been provided by the Company in the tables included in the earnings release issued on May 2, 2012.