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Press Release

MDC Corporation Announces Financial Results for the Year and Fourth Quarter Ended December 31, 2001

Year End Results Fourth Quarter Results
· REVENUE DECLINED 5% TO $1.113 BILLION · REVENUE DECLINED 12% TO $286 .2 MILLION
· OPERATING INCOME BEFORE OTHER CHARGES DECLINED 7% TO $118.3 MILLION · OPERATING INCOME BEFORE OTHER CHARGES DECLINED 14% TO $30.5 MILLION
· CASH RESTRUCTURING CHARGES WERE $21.2 MILLION AND NON-CASH CHARGES WERE $217.3 MILLION · CASH RESTRUCTURING CHARGES WERE $3.6 MILLION AND NON-CASH CHARGES WERE $35.9 MILLION
· INCOME TRUST OFFERING OF DAVIS + HENDERSON IPO RESULTED IN GAIN OF $96.4 MILLION · NET INCOME OF $42.9 MILLION, UP $31.5 MILLION INCLUDING $96.4 MILLION GAIN ON INCOME TRUST OFFERING
· NET LOSS WAS $139.4 MILLION AND FULLY DILUTED LOSS PER SHARE WAS $8.39 · FULLY DILUTED EARNINGS PER SHARE WAS $1.30 INCLUDING RESTRUCTURING, DISPOSITIONS AND OTHER CHARGES
· EXCLUDING IMPACT OF RESTRUCTURING, DISPOSITIONS AND OTHER CHARGES, BASIC AND FULLY DILUTED EARNINGS WERE $0.26 PER SHARE · EXCLUDING IMPACT OF RESTRUCTURING, DISPOSITIONS AND OTHER CHARGES, BASIC EARNINGS PER SHARE WAS $0.12, FULLY DILUTED EARNINGS PER SHARE WAS $0.08

TORONTO, Ontario (March 28, 2002) – MDC Corporation Inc. (“MDC”) of Toronto today announced its financial results for the year and fourth quarter ended December 31, 2001. Revenue from continuing operations for 2001 totalled $1.113 billion, a decrease of 5% compared to $1.167 billion achieved in 2000. Operating income before other charges was $118.3 million, a decline of 7% from the $126.8 million reported in 2000. The loss from continuing operations was $99.4 million after pretax restructuring charges of $238.5 million, a decrease of $140.7 million from income of $41.3 million in the prior year. Net loss for the year was $139.4 million after a $40.0 million provision for the discontinued operations of Regal Greeting & Gifts which was sold in the fourth quarter for proceeds of approximately $40 million. Fully diluted loss per share for 2001 was $8.39 compared to fully diluted earnings per share of $1.92 reported last year. Fully diluted cashflow per share was $6.64, an increase of 31% over the $5.05 achieved in 2000.

“While operationally 2001 was a difficult year for MDC, it served to re-focus both management and capital resources on the Company’s core businesses and provided market opportunities for the disposal of assets to reduce indebtedness. We have successfully completed the divestiture of our discontinued operation, Regal, and have crystallized significant value for shareholders of MDC through the income trust offering of Davis + Henderson, 45.45% of which was completed on December 20, 2001 for gross proceeds of approximately $170 million.

Subsequent to the year end, on January 10, 2002, MDC completed the sale of an additional 4.54% interest in Davis + Henderson to the underwriting syndicate through the exercise of their over-allotment option for gross proceeds of $17.2 million.

The balance of 50.01% of Davis + Henderson has been sold on a fully underwritten basis for gross proceeds of approximately $200 million and is scheduled to close on April 2, 2002. Gross proceeds in excess of $500 million will have been generated from these transactions, significantly improving the balance sheet, reducing debt and increasing liquidity, while demonstrating management’s ability to create and crystallize shareholder value,” said Miles S. Nadal, Chairman and Chief Executive Officer.

For the fourth quarter, MDC generated sales of $286.2 million as compared to $324.7 million in the same period last year. Operating income before other charges was $30.5 million, $4.9 million or 14% less than the $35.4 million generated in the fourth quarter of 2000. Net income for the quarter rose to $42.9 million from net income of $11.4 million last year. In light of deteriorating economic conditions experienced in the fourth quarter, management enlarged the scope of the restructuring plan undertaken in the third quarter of this year. As a result, additional fourth quarter cash restructuring charges of $3.6 million and non-cash restructuring charges of $35.9 million including a $5.5 million goodwill reduction were recorded. Also in the quarter, MDC recorded a gain of $96.4 million on asset dispositions due to the successful completion of the income trust initial public offering of a 45.45% interest in our Canadian cheque operations of Davis + Henderson.

Sales within the Secure Transactions division totalled $128.6 million in the fourth quarter, down 15% from the $151.0 million achieved in the fourth quarter of 2000. Operating income before other charges was $24.6 million, down slightly from the $26.3 million in the fourth quarter of 2000. For the year, sales of $516.5 million and operating income of $91.5 million, declined from 2000 by $45.3 million and $2.2 million respectively. The decreases in sales and operating income before other charges were primarily attributable to the sale of Optus in the fourth quarter of 2000 and to shortfalls experienced in the stamp and ticket group. Both cheque operations as well as our card operations achieved revenue growth and improved operating income before other charges.

For the fourth quarter, Maxxcom sales were $157.7 million, a decline of $16.0 million from the $173.7 million recorded in the fourth quarter of 2000. Operating income before other charges was $5.9 million, a decline of $3.2 million or 35% from the $9.1 million generated in the fourth quarter of 2000. Sales at Maxxcom for the year ended December 31, 2001 declined to $596.8 million compared to the $605.0 million reported in the prior year. Operating income also declined from $33.1 million to $26.9 million. Maxxcom experienced the effects of the global economic downturn and specifically a decline in demand throughout the marketing communications industry. Maxxcom has stabilized its operations and remains focused on serving the needs of its clients. Any recovery in the advertising and marketing communications industry is anticipated to positively impact Maxxcom’s future results.

Mr. James C. Johnson, President and Chief Operating Officer, commented, “MDC will remain focused throughout 2002 on managing each of its businesses effectively. Management is also committed to the completion of the restructuring plan and to divesting the remainder of the Company’s non-core assets over the next twelve months. These activities are anticipated to lead to improved profitability, enhanced liquidity and will provide a solid foundation from which to increase market share of our core businesses leading to improved shareholder value.”

Earlier this month, the Company announced its intention to monetize its remaining 50.01% interest in Davis + Henderson, Limited Partnership. As a result, the Company has entered into a fully underwritten agreement to sell its remaining interest for gross proceeds of approximately $200 million. This offering is expected to close April 2, 2002.

Pursuant to the Company’s stated intention of reducing its indebtedness, MDC commenced an offer to purchase and consent solicitation process to purchase up to U.S. $112.5 million of outstanding Notes at 89% of the original principal amount. As of the date of this press release, MDC has received the necessary consents and anticipates repurchase of the Notes on April 9, 2002.

“We are pleased with the progress we have accomplished over the past six months, and are highly confident in our ability to execute the remainder of our restructuring plan, ” said Mr. Nadal. “The core operations form a strong platform from which to grow our business. MDC is well positioned to benefit from an economic recovery.”

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 STATEMENT OF OPERATIONS

(Unaudited) (in thousands of Canadian dollars, except per share amounts)

 

For the Three Months Ended December 31 2001 2000 Change




Sales 286,224 324,717 (12%)
Cost of sales 148,375 167,115 (11%)


Gross profit 137,849 157,602 (13%)
Operating expenses 107,334 122,191 (12%)


Operating income before other income (charges) 30,515 35,411 (14%)


Other income (charges)
         Restructuring, dispositions and other charges 62,428 n/a
         Amortization (10,464) (10,657) (2%)
         Interest, net (12,453) (11,817) 5%


39,511 (22,474) (276%)


Income before income taxes, goodwill charges
      and minority interest 70,026 12,937 411%
Income taxes (recovery) 18,773 (2,372) (891%)


Income before goodwill charges and minority interest 51,253 15,309 235%
Goodwill charges 9,608 3,099 210%
Minority interest (recovery) (1,247) 860 (245%)


Net income for the period 42,892 11,350 278%


Cash Flow from Operations 108,942 36,497 198%


Earnings per share
         Income before goodwill charges and minority interest
            § Basic 3.00 0.88 241%
            § Fully diluted 1.55 0.72 115%
         Reported
            § Basic 2.50 0.64 291%
            § Fully diluted 1.30 0.53 145%
Cash flow per share
            § Basic 6.41 2.14 200%
            § Fully diluted 3.30 1.70 94%
Weighted average shares outstanding during the period
            § Basic 16,915,341 16,825,424 1%
            § Fully diluted 33,071,459 21,513,897 54%




   SEGMENTED INFORMATION – BY OPERATING DIVISION
   For the Three Months Ended December 31, 2001 2000 Change




   Secure Transactions
   Sales 128,563 150,998 (15%)
   Operating Income 24,598 26,295 (6%)
   Maxxcom
   Sales 157,661 173,719 (9%)
   Operating Income 5,917 9,116 (35%)





MDC CORPORATION INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands of Canadian dollars, except per share amounts)
For the Year Ended December 31, 2001 2000 Change




Sales 1,113,272 1,166,782 (5%)
Cost of sales 558,295 604,165 (8%)


Gross profit 554,977 562,617 (1%)
Operating expenses 436,633 435,836 0%


Operating income before other income (charges) 118,344 126,781 (7%)


Other income (charges)
Restructuring, dispositions and other charges (91,612) 24,389 (476%)
Amortization (40,656) (39,200) 4%
Interest, net (50,587) (47,347) 7%


(182,855) (62,158) 194%


Income (loss) before income taxes, goodwill charges
and minority interest (64,511) 64,623 (200%)
Income taxes (recovery) (25,741) 8,930 (388%)


Income (loss) before goodwill charges and minority interest (38,770) 55,693 (170%)
Goodwill charges 67,181 11,703 474%
Minority interest (recovery) (6,591) 2,708 100%


Income (loss) from continuing operations (99,360) 41,282 (341%)
Loss from discontinued operations (40,000) n/a


Net income (loss) for the period (139,360) 41,282 (438%)


Cash Flow from Operations 152,694 109,683 39%


Earnings per share
Income (loss) before goodwill charges and minority interest
§ Basic (2.43) 3.09 (179%)
§ Fully diluted (2.43) 2.58 (194%)
Continuing operations
§ Basic (6.02) 2.26 (366%)
§ Fully diluted (6.02) 1.92 (414%)
Reported
§ Basic (8.39) 2.26 (471%)
§ Fully diluted (8.39) 1.92 (537%)
Cash flow per share
§ Basic 8.91 6.20 44%
§ Fully diluted 6.64 5.05 31%
Weighted average shares outstanding during the period
§ Basic 16,885,877 17,366,704 (3%)
§ Fully diluted 16,885,877 21,834,092 (23%)





SEGMENTED INFORMATION – BY OPERATING DIVISION
For the Year Ended December 31, 2001 2000 Change




Secure Transactions
Sales 516,455 561,752 (8%)
Operating Income 91,462 93,696 (2%)
Maxxcom
Sales 596,817 605,030 (1%)
Operating Income 26,882 33,085 (19%)





MDC CORPORATION INC.
CONSOLIDATED BALANCE SHEET
(in thousands of Canadian dollars)




As at December 31, 2001 2000




ASSETS
Current
   Cash and cash equivalents 59,301 61,031
   Accounts receivable 142,769 157,931
   Inventory 23,282 46,191
   Prepaid expenses and sundry 11,969 42,231
   Future income taxes 28,000


265,321 307,384
Capital and other assets 190,248 290,213
Goodwill 462,746 509,853


918,315 1,107,450
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities 204,994 224,775
   Deferred revenue 23,771 16,325
Current portion of long-term indebtedness 12,049 9,879


240,814 250,979
Long-term indebtedness 527,468 558,622
Future income taxes 20,645


768,282 830,246


Minority interest 15,253 25,356


Shareholders’ equity
   Share capital 142,599 140,583
   Other paid-in capital 51,943 47,956
   Cumulative translation adjustment 13,892 (4,618)
   Retained earnings (Deficit) (73,654) 67,927


134,780 251,848


918,315 1,107,450
Note:

The sale of the remaining units of Davis + Henderson, Limited Partnership, both the underwriters’ over-allotment option completed on January 10, 2002 and the sale of the remainder expected to close April 2, 2002, are anticipated to generate net proceeds of approximately $200 million. The repurchase of U.S. $112.5 million of Senior Subordinated Notes at 89% of original principal amount plus a 1% consent fee is expected to close April 9, 2002. Had these transactions been completed by December 31, 2001, long-term indebtedness would have been reduced to a balance of approximately $250 million as of December 31, 2001.

There can be no absolute assurance that the transactions described above will close.