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Press Release

MDC Corporation Announces Financial Results for the Third Quarter and Nine Months Ended September 30, 2002

TORONTO, Ontario (October 30, 2002) -MDC Corporation Inc. (“MDC”) of Toronto today announced its financial results for the third quarter and nine months ended September 30, 2002.

For the quarter ended September 30, 2002, revenue was $221.0 million, a decrease of 16% compared to the $262.3 million achieved in the same quarter of 2001. Operating income before other charges declined to $16.4 million from the $29.3 million generated in 2001. However, when the results of operations that have been sold, including Davis + Henderson, are excluded from the prior-year third quarter, revenue increased over the third quarter of 2001 by 7% from $202.7 million to $217.8 million. Operating income calculated on the same basis improved by 25% from $13.0 million to $16.2 million, a reflection of the significant improvement across the Secure Transactions division in revenue growth and improved efficiencies.

Net income for the quarter was $5.5 million, including a $1.9 million pre-tax gain on dispositions as compared with the loss of $154.1 million as restated for the third quarter of 2001, which contained the previously reported restructuring provision.

Comparative third quarter and year to date results have been restated to recognize losses of $12.2 million and $15.8 million respectively with respect to foreign exchange gains and losses on non-hedged long-term monetary assets and liabilities in accordance with changes to Canadian GAAP effective January 1, 2002. These losses, due to fluctuations in the Canadian to U.S. dollar exchange rates, were previously deferred and amortized over the term of the related item. Effective July 1, 2002, management designated the Company’s 10.5% U.S. Senior Subordinated Notes as a hedge against the foreign exchange exposure of the Secure Transactions U.S. operations. The resulting net foreign exchange effect will in future be reflected in the cumulative translation account within shareholders’ equity.

Basic earnings per share for the third quarter of 2002 was $0.30 versus an adjusted basic loss per share of $6.29 for 2001 calculated on a comparable basis excluding goodwill charges. Fully diluted earnings per share for the quarter was $0.21 compared to an adjusted fully diluted loss per share of $6.29. Cashflow from operations for the third quarter of 2002 was $11.0 million, a slight decrease from the $11.6 million achieved in the prior year. Basic and fully diluted cashflow per share was $0.63 and $0.42, respectively, compared to $0.65 and $0.48 achieved in 2001.

“We remain committed to the completion of the planned divestiture of non-core assets. During the quarter, we completed the sale of House of Questa, our U.K. stamp operation and also completed the divestiture of our Australian ticketing operations. The combined gross proceeds for these transactions amounted to approximately $9.0 million,” said Peter Lewis, Executive Vice-President and Chief Financial Officer.

The Secure Transactions division reported sales for the third quarter of $72.9 million and operating income before other charges of $10.3 million. Excluding the results of disposed operations, this represents a 7% increase in revenues over third quarter 2001, and a significant improvement in operating income of $4.2 million. On the same basis, operating margins increased from 5% last year to 14% in Q3 2002. The significant increase in operating income and margins was a result of improvements across the division, particularly in our U.S. direct-to-consumer cheque operation, and our North American stamp and Canadian card operations.

Third quarter revenues for Maxxcom were $148.1 million, an increase of $10.5 million compared to the $137.6 million recorded in the third quarter of 2001. Operating income before other charges, at $6.1 million, declined 14% from the $7.0 million generated in the same prior-year period. Operating expenses for the quarter included $0.9 million in severance costs related to a further reduction in staff as Maxxcom continued to align costs with revenues.

“We are encouraged by the revenue growth achieved by Maxxcom in the third quarter. Increased billings from the advertising agencies, as well as an expansion of research and consulting services, combined with increased demand for branding and corporate identity services resulted in an 8% improvement compared to the third quarter of last year,” stated Miles S. Nadal, Chairman and Chief Executive Officer. “Recent successes in attracting new business combined with management’s continued focus on the reduction of infrastructure costs positions Maxxcom for improved profitability from both the traditionally higher fourth quarter revenues and an improving marketing communications industry.”

As previously announced on October 22, Custom Direct, Inc., a wholly owned subsidiary of MDC, through the Custom Direct Income Fund filed a preliminary prospectus with the securities regulatory authorities in Canada in connection with a proposed initial public offering of units of the Fund. If successful, proceeds of the offering, together with proceeds from a new credit facility, would be used to acquire from the Company an approximate 80% interest in Custom Direct, Inc., MDC’s U.S. direct-to-consumer cheque business. Based upon yields of similar recent offerings, gross proceeds to MDC would be expected to be in the range of U.S.$140 million to U.S.$160 million (Cdn$220 million to Cdn$250 million).

“Overall we are very pleased with our results in the third quarter and are encouraged by the momentum for the rest of the year,” stated Mr. Nadal.

About MDC Corporation Inc. (“MDC”)

MDC is a publicly traded international business services organization with operating units in Canada, the United States, United Kingdom and Australia. MDC provides marketing communication services, through Maxxcom, and offers security sensitive transaction products and services in four primary areas: personalized transaction products such as personal and business cheques; electronic transaction products such as credit, debit, telephone & smart cards; secure ticketing products, such as airline, transit and event tickets, and stamps, both postal and excise. MDC shares are traded on the Toronto Stock Exchange under the symbol MDZ.A and on NASDAQ National Market under the symbol MDCA.

About Maxxcom Inc. (“Maxxcom”)

Maxxcom, a subsidiary of MDC Corporation, is a multi-national business services company with operating units in Canada, the United States and the United Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a comprehensive range of communications services to clients in North America and the United Kingdom. Services include advertising, direct marketing, database management, sales promotion, public relations, public affairs, investor relations, marketing research and consulting, corporate identity and branding, and interactive marketing. Maxxcom shares are traded on the Toronto Stock Exchange under the symbol MXX.

                            MDC CORPORATION INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                         THIRD QUARTER 2002 and 2001
             (Unaudited, $CDN 000's - except per share amounts)

    For the Three Months Ended September 30,   2002       2001(*)    Change
    -------------------------------------------------------------------------
    Sales                                   221,037       262,343      (16%)
    Cost of sales                           114,238       129,840      (12%)
                                        --------------------------
    Gross profit                            106,799       132,503      (19%)
    Operating expenses                       90,420       103,175      (12%)
                                        --------------------------
    Operating income before other
     income (charges)                        16,379        29,328      (44%)
    Other income (charges)
      Net gain on asset dispositions
       and other charges                      1,854      (154,040)
      Unrealized foreign exchange loss            -       (12,160)
      Amortization                           (5,533)       (8,529)
      Interest, net                          (6,088)      (14,591)
                                        --------------------------
                                             (9,767)     (189,320)
                                        --------------------------
    Income (loss) before income taxes,
     goodwill charges and minority
     interest                                 6,612      (159,992)
    Income taxes (recovery)                   1,006       (48,959)
                                        --------------------------
    Income (loss) before goodwill
     charges and minority interest            5,606      (111,033)
    Goodwill charges, net of income
     tax recovery                                 -        48,215
    Minority interest (recovery)                108        (5,165)
                                        --------------------------
    Net income (loss) for the period          5,498      (154,083)
                                        --------------------------
                                        --------------------------
    Cash Flow from operations                11,013        11,560
                                        --------------------------
                                        --------------------------
    Earnings Per Share

      Net income (loss)
        -  Basic                               0.30         (9.14)
        -  Fully Diluted                       0.21         (9.14)

    Cash Flow Per Share
        -  Basic                               0.63          0.65       (3%)
        -  Fully Diluted                       0.42          0.48      (13%)

    Weighted average shares outstanding
     during the period
        -  Basic                         16,915,341    16,909,743        0%
        -  Fully Diluted(xx)             26,558,351    24,315,213        9%

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    SEGMENTED INFORMATION - BY OPERATING DIVISION

    For the Three Months Ended September 30,   2002          2001    Change
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Secure Transactions
    Sales                                    72,923       124,737      (42%)
    Operating Income                         10,298        22,292      (54%)

    Maxxcom
    Sales                                   148,114       137,606        8%
    Operating Income                          6,081         7,036      (14%)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (*)     Restated to reflect the change in accounting policy with respect
            to foreign exchange gains and losses on non-hedged long-term
            monetary assets and liabilities.

    (xx)    The Company has the option to satisfy the $50,000 of 7%
            Convertible Notes ("Notes") with cash or Class A Subordinated
            Voting Shares ("Shares") at 95% of the current share price. As a
            result, the fully diluted shares outstanding include 9,633,911
            (2001 - 7,072,136) Shares for the conversion of the Notes at
            95% of the average closing price of the Shares during the period.

                            MDC CORPORATION INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                2002 and 2001
             (Unaudited, $CDN 000's - except per share amounts)

    For the Nine Months Ended September 30,    2002       2001(*)    Change
    -------------------------------------------------------------------------
    Sales                                   713,314       827,048      (14%)
    Cost of sales                           370,196       409,920      (10%)
                                        --------------------------
    Gross profit                            343,118       417,128      (18%)
    Operating expenses                      282,936       329,299      (14%)
                                        --------------------------
    Operating income before other
     income (charges)                        60,182        87,829      (31%)
                                        --------------------------
    Other income (charges)
      Net gain on asset dispositions
       and other charges                    158,905      (154,040)
      Unrealized foreign exchange gain
       (loss)                                 6,702       (15,800)
      Amortization                          (19,219)      (27,033)
      Interest, net                         (22,170)      (39,718)
                                        --------------------------
                                            124,218      (236,591)
                                        --------------------------
    Income (loss) before income taxes,
     goodwill charges and minority
     interest                               184,400      (148,762)
    Income taxes (recovery)                  34,445       (47,044)
                                        --------------------------
    Income (loss) before goodwill charges
     and minority interest                  149,955      (101,718)
    Goodwill charges, net of income
     tax recovery                                 -        57,573
    Minority interest (recovery)              3,978        (5,344)
                                        --------------------------
    Income (loss) from continuing
     operations                             145,977      (153,947)
    Loss from discontinued operations             -       (40,000)
                                        --------------------------
    Net income (loss) for the period        145,977      (193,947)
                                        --------------------------
                                        --------------------------
    Cash Flow from operations                28,220        43,752
                                        --------------------------
                                        --------------------------
    Earnings Per Share

      Income (loss) from continuing
       operations
        -  Basic                               8.56         (9.22)
        -  Fully Diluted                       5.74         (9.22)

      Reported
        -  Basic                               8.56        (11.59)
        -  Fully Diluted                       5.74        (11.59)

    Cash Flow Per Share
        -  Basic                               1.60          2.49      (36%)
        -  Fully Diluted                       1.12          1.99      (44%)

    Weighted average shares outstanding
     during the period
        -  Basic                         16,915,341    16,876,055        0%
        -  Fully Diluted                 25,501,775    22,148,656       15%

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    SEGMENTED INFORMATION - BY OPERATING DIVISION

    For the Nine Months Ended September 30,    2002          2001    Change
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Secure Transactions
    Sales                                   278,537       387,892      (28%)
    Operating Income                         43,227        66,864      (35%)

    Maxxcom
    Sales                                   434,777       439,156       (1%)
    Operating Income                         16,955        20,965      (19%)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (*)     Restated to reflect the change in accounting policy with respect
            to foreign exchange gains and losses on non-hedged long-term
            monetary assets and liabilities.

    (xx)    The Company has the option to satisfy the $50,000 of 7%
            Convertible Notes ("Notes") with cash or Class A Subordinated
            Voting Shares ("Shares") at 95% of the current share price. As a
            result, the fully diluted shares outstanding include 8,576,329
            (2001 - 4,812,320) Shares for the conversion of the Notes at 95%
            of the average closing price of the Shares during the period.

                            MDC CORPORATION INC.
                         CONSOLIDATED BALANCE SHEETS
                                ($CDN 000's)

    -------------------------------------------------------------------------
                                                         As at         As at
                                                  September 30,  December 31,
                                                          2002        2001(*)
                                                    (Unaudited)     (Audited)
    -------------------------------------------------------------------------
    ASSETS
    Current
      Cash and cash equivalents                         48,937        59,301
      Accounts receivable                              119,745       142,769
      Inventory                                         10,557        23,282
      Prepaid expenses and sundry                       12,586        11,969
      Future income taxes                                 -           28,000
                                                     ------------------------
                                                       191,825       265,321

    Capital and other assets                           130,504       166,439
    Goodwill                                           259,521       462,746
                                                     ------------------------
                                                       581,850       894,506
                                                     ------------------------
                                                     ------------------------
    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current
      Accounts payable and accrued liabilities         145,320       204,994
      Deferred revenue                                  20,193        23,771
      Current portion of long-term indebtedness          4,984        12,049
                                                     ------------------------
                                                       170,497       240,814

    Long-term indebtedness                             246,710       527,468
                                                     ------------------------
                                                       417,207       768,282
                                                     ------------------------
    Minority interest                                   14,650        15,253
                                                     ------------------------
    Shareholders' equity
      Share capital                                    144,542       142,599
      Other paid-in capital                             37,521        51,943
      Cumulative translation adjustment                 20,078        13,892
      Retained earnings (deficit)                      (52,148)      (97,463)
                                                     ------------------------
                                                       149,993       110,971
                                                     ------------------------
                                                       581,850       894,506
                                                     ------------------------
                                                     ------------------------

    -------------------------------------------------------------------------
    (*) Restated to reflect the change in accounting policy with respect to
        foreign exchange gains and losses on non-hedged long-term monetary
        assets and liabilities. The effect was a reduction in capital and
        other assets and retained earnings (deficit) of $23,809.