TORONTO, Ontario (April 29, 2004) – MDC Partners Inc. (“MDC”) today announced its financial results for the first quarter ended March 31, 2004. As a result of the conversion of the Class B multiple voting shares held by the Company’s controlling shareholder into Class A Subordinate Voting Shares, MDC will become a U.S. domestic issuer and therefore has commenced reporting in accordance with US GAAP, effective the first quarter of 2004. Comparative figures have been restated to conform with current period US GAAP reporting.
The conversion to US GAAP reporting has resulted in some differences from Canadian GAAP. Specifically, certain subsidiaries previously proportionately consolidated under Canadian GAAP, e.g. a 49% owned subsidiary, Crispin Porter + Bogusky, LLC (“CPB”), are now accounted for using the equity method under US GAAP. As a result, we no longer show the operating results of these entities on a line-by-line basis in our balance sheet and income statement but instead show our financial interest in the net assets and earnings on a single line, equity in affiliates. Although this does not impact the reportable earnings in any period, it does result in a lower reported level of revenues and operating results as compared to what would have been presented under Canadian GAAP reporting.
The Company currently records a compensation expense and liability for the cumulative value of vested stock appreciation rights issued to senior management under the compensation plan adopted in 2003. The Company intends to seek shareholder approval to amend the Plan to provide that the Company may satisfy payments due under the plan by issuing shares. This will effectively set the amount of the accounting charge for the related share appreciation rights at a fixed amount, and therefore reduce the volatility of the future period charges and align management’s interests with the shareholders.
The Company recorded the gain of $7.2 million on the divestiture of its remaining interest in Custom Direct (“CDI”) on the Adjustable Rate Exchangeable Securities settlement date in February 2004. This gain was previously reported in our preliminary 2003 financial results as a gain in 2003, however, upon finalization of our 2003 financial results, it was determined that the gain should be recorded in 2004, the date on which the CDI shares were delivered and the Adjustable Rate Exchangeable Securities liability were legally exchanged. The only effect resulting from this accounting change is to move the gain from the fourth quarter of 2003 to the first quarter of 2004.
Consolidated revenue for the quarter decreased 10% to US$75.1 million, compared to US$83.2 million in the same period of 2003. The operating loss was US$4.7 million, compared to the operating profit of US$5.6 million reported for the first quarter in 2003. 2004 results include a non-cash charge of US$5.9 million associated with the accrual of stock-based compensation programs implemented in prior years. Net loss was US$1.0 million, compared to net income of US$0.9 million in 2003. Diluted loss per share for the quarter ended March 31, 2004 was US$0.05 compared to diluted earnings per share of US$0.05 reported last year.
For purposes of discussion and analysis of the Company’s business operations, and due to the significant impact that certain operating affiliates have on the results of operations of the Company, the operating
results have been presented as if the equity accounted affiliate operations of the Marketing Communications Division had been consolidated (the “Combined” basis).
Comparing first quarter 2004 to first quarter 2003 on a Combined basis and adjusting for the sale of Custom Direct, the revenue of our remaining operations increased by US$25.7 million or 43% from US$59.9 million to US$85.6 million, and operating profit decreased by US$1.5 million to US$0.1 million from US$1.6 million.
First quarter revenue reported by the core business of MDC Partners, the Marketing Communications Division, on a Combined basis, was US$66.4 million, an increase of 48% or US$21.4 million from the US$45.0 million recorded in the first quarter of 2003. Operating profit before depreciation and amortization, on the same basis, increased 76% to US$9.7 million from the US$5.5 million generated in the same prior-year period. Operating margins on this basis were 14.5% for the quarter versus 12.2%. Revenue and operating profits increased 25% organically in the quarter.
“Our performance in generating organic growth is further confirmation of our success. In the first quarter of 2004, the group registered net new business wins with annualized gross revenue in excess of US$30 million, the largest of which is well known, being the CPB acquisition of the Burger King account,” said Miles S. Nadal, Chairman, President & CEO of MDC.
“A number of firms have been acquired in the first four months of 2004. We have already disclosed our acquisition of a 60% interest in kirshenbaum bond + partners on January 29, 2004. In March, the Company acquired a 19.9% interest in Cliff Freeman & Partners. This firm is internationally recognized as a creative leader. We have options to increase our ownership portion to 70% at a later date,” said Mr. Nadal. “Our interest in interactive agencies has resulted in the recent acquisition of a controlling stake in henderson bas, the “Direct Agency of the Year” here in Toronto. We are prepared to invest in talent, such as Mono, three talented individuals based in Minneapolis, who have come from two of the most recognized creative ad agencies in America.”
Revenue of the Secure Transactions Division, known as Secure Products International, totaled US$18.8 million for the first quarter of 2004, a decrease of 57% from the US$43.5 million achieved in the same quarter of 2003. Operating profit was US$0.7 million compared to US$5.5 million in Q1 2003. These decreases were related to the disposition of the Custom Direct in 2003. Revenue of the remaining operations of the Secure Products International Division increased from US$14.6 million in the first quarter of 2003 to US$18.8 million this year. Operating profit increased from a loss in 2003 of US$0.1 million to a profit of US$0.7 million in Q1 2004 reflective of the significant improvement achieved by the stamp operations of Ashton Potter, which more than offset the reduction in profits attributable to our card operations.
“As the final phase of our monetization plan, MDC anticipates filing a preliminary prospectus in the next 45 days to monetize our security print properties in the form of an income fund assuming reasonable market conditions. These operations, under the new Secure Products International Income Fund, will include the stamp, ticket and card operations of the Company. The long-term contractual revenues, stable technology and predictable cashflows of the operations are ideal ingredients for a successful income fund,” said Mr. Nadal. “This will complete the transformation of MDC Partners into a pure play in marketing and advertising services.”
Earlier this month, MDC provided notice of intention to redeem the original CDN$50 million 7% Convertible Notes for Class A Subordinate Voting shares. The Company will issue approximately 2.6 million shares to redeem the Notes on May 5, 2004. This will enhance the liquidity of the Company’s stock, increase the equity value and eliminate the parent company’s indebtedness.
MDC is also pleased to announce the appointment of Senator Michael Kirby to the Board of Directors. Senator Kirby joins the other independent directors on the Board and will participate on the Company’s governance committee. Senator Kirby replaces the late Albert Gnat, who recently passed away. Mr. Gnat had a distinguished career as a director of MDC and will be sorely missed.
“This has been a period of great change for MDC. We have worked hard to focus the Company business, restructure the Company’s capital base and to provide a solid foundation from which to realize our business vision. Our results will speak for themselves and we are enthusiastic about our future growth prospects,” said Mr. Nadal.
About MDC Partners Inc.
MDC Partners is one of the world’s leading marketing communications firms. Through its partnership of entrepreneurial firms, MDC provides advertising and specialized communication services to leading brands throughout the United States, Canada and the United Kingdom. MDC Class A shares are publicly traded on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ under the symbol MDCA.