FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of, February 2004
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Commission File Number 001-13718
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MDC PARTNERS INC.
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(Translation of registrant's name into English)
45 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____________
DOCUMENT INDEX
Document Page No.
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1. News Release dated February 3, 2004 3
2. News Release dated February 11, 2004 5
3. News Release dated February 25, 2004 7
4. News Release dated February 26, 2004 14
Document 1
[MDC PARTNERS LOGO]
PRESS RELEASE
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FOR IMMEDIATE RELEASE
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FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Walter Campbell Trevor Maunder
Chief Financial Officer Director, Investor Relations
(416) 960-9000 Ext.336 (416) 960-9000 Ext.226
TSX Stock Symbol: MDZ.N
Website: www.mdc-partners.com
MDC PARTNERS INC. ANNOUNCES REDEMPTION OF ADJUSTABLE RATE
EXCHANGEABLE SECURITIES DUE DECEMBER 31, 2028
FOR UNITS OF CUSTOM DIRECT INCOME FUND
TORONTO, Ontario (February 3, 2004) - MDC Partners Inc. ("MDC") of Toronto
announced today that it has provided notice of redemption to redeem all of its
outstanding adjustable rate exchangeable securities due December 31, 2028 (the
"Exchangeable Securities") for units of Custom Direct Income Fund (the "Fund").
The redemption will take place on February 13, 2004, coinciding with the
interest payment date for securityholders of record on January 31, 2004. As a
result, on February 13, 2004, without holders of Exchangeable Securities taking
any further action, securityholders will receive one unit of the Fund for each
Exchangeable Security they hold. The Exchangeable Securities will be delisted
from the Toronto Stock Exchange at the close of business on February 12, 2004.
Trades in the Exchangeable Securities made through the facilities of the Toronto
Stock Exchange after February 9, 2004 will be settled with units of the Fund.
About MDC Partners
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. The Exchangeable Securities are publicly traded on the Toronto
Stock Exchange under the symbol MDZ.N.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be materially
different from those expressed or implied by such forward-looking statements.
Such factors include, among other things, the Company's financial performance;
changes in the competitive environment; adverse changes in the economy; ability
to maintain long-term relationships with customers; financing requirements and
other factors set forth in the Company's Form 40-F for its fiscal year ended
December 31, 2002 and subsequent SEC filings.
Document 2
[MDC PARTNERS LOGO]
PRESS RELEASE
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FOR IMMEDIATE RELEASE
---------------------
FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Walter Campbell Trevor Maunder
Chief Financial Officer Director, Investor Relations
Tel: 416-960-9000 ex. 336 Tel: 416-960-9000 ex. 226
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdc-partners.com
MDC PARTNERS INC. ANNOUNCES INCREASE IN FINANCIAL GUIDANCE FOR FISCAL 2004
INCREASES EBITDA EXPECTATION OF CORE MARKETING SERVICES BUSINESS FROM
US$28.5 MILLION TO US$35.0 MILLION
TORONTO, Ontario (February 11, 2004) MDC Partners Inc. ("MDC") of Toronto
announced today that it has increased its EBITDA guidance on its core marketing
services business from US$28.5 million to US$35.0 million after participation of
minority partners for the year ended December 31, 2004. MDC is further
increasing guidance on revenues from that business for fiscal 2004 to US$280
million from US$212 million.
"The increase in guidance is a reflection of the strong organic growth in our
business from recent client wins coupled with the acquisition of a 60% interest
in kirshenbaum bond + partners. We are enthusiastic about the recent new
business wins and our momentum. This momentum, coupled with our lower operating
cost base, is anticipated to enhance profitability going forward," said Miles S.
Nadal, Chairman and CEO of MDC.
About MDC Partners Inc.
MDC 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.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be materially
different from those expressed or implied by such forward-looking statements.
Such factors include, among other things, the Company's financial performance;
changes in the competitive environment; adverse changes in the economy; ability
to maintain long-term relationships with customers; financing requirements and
other factors set forth in the Company's Form 40-F for its fiscal year ended
December 31, 2002 and subsequent SEC filings.
Document 3
[MDC PARTNERS LOGO]
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Walter Campbell Trevor Maunder
Chief Financial Officer Director, Investor Relations
Tel: 416-960-9000 ex. 336 Tel: 416-960-9000 ex. 226
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdc-partners.com
MDC PARTNERS INC. ANNOUNCES FINANCIAL RESULTS FOR THE YEAR AND FOURTH
QUARTER ENDED DECEMBER 31, 2003
TORONTO, Ontario (February 25, 2004) - MDC Partners Inc. ("MDC") of Toronto
today announced its financial results for the year and fourth quarter ended
December 31, 2003. Consolidated revenues for 2003 totalled US$312.7 million, a
decrease of 19% compared to US$387.8 million in 2002. Operating income before
other charges was US$36.6 million, a decline of 33% from the US$54.6 million
reported in 2002. Net income was US$16.8 million, which included a pre-tax net
gain on asset dispositions and other charges of US$17.4 million compared to
US$93.3 million in 2002, which included a pre-tax net gain of US$97.3 million.
Diluted earnings per share for 2003 was US$0.74 compared to diluted earnings per
share of US$3.70 reported last year. Diluted cashflow per share was US$0.93
compared to US$0.94 achieved in 2002. The inclusion in the 2002 results of
divested operations (Davis + Henderson, Custom Direct, Spectron Security Print
and Questa) together with the increased focus on Marketing Communications makes
the periods' results less comparable.
"This was a wonderful year of accomplishment for MDC. We completed the sale of
our 100% interest in Custom Direct which significantly strengthened the balance
sheet and allowed for investment spending in our remaining operations. We
successfully completed the privatization of Maxxcom Inc., which was fundamental
to our strategy of significantly expanding in the marketing communications
sector. We believe this focus has paid great dividends for our shareholders, and
combined with our recent new business wins and acquisition initiatives, we
anticipate this momentum will continue in 2004 and beyond," said Miles S. Nadal,
Chairman, President & CEO of MDC.
For the fourth quarter, consolidated revenues were US$75.8 million, a
decline of US$12.0 million compared with the US$87.8 million reported for
2002. Excluding Custom Direct, revenues increased by US$14.4. Operating
income before other charges, at US$10.8 million, declined US$3.4 million or
24% compared to the US$14.2 million achieved during the same quarter of
2002. Excluding divested operations, operating income for the period was
US$10.3 million, up 5% from the US$9.9 million achieved in the fourth
quarter of 2002. Net income for the three months ended December 31, 2003 was
US$4.3 million compared to US$1.6 million for 2002. Diluted earnings per share
for the quarter was US$0.19 compared to US$0.07 in 2002.
During 2003, MDC adopted the U.S. dollar as its reporting currency in order to
reflect the U.S. nature of the Company's business and shareholder base. In
addition, MDC modified its financial statement presentation to improve
investors' ability to compare the Company's results with those of other publicly
traded businesses in the marketing communications industry.
Marketing Communications reported revenues of US$55.2 million for the fourth
quarter of 2003, an increase of US$8.3 million or 18% compared to the fourth
quarter of 2002. Operating income before other charges increased 14% to US$9.3
million for the quarter compared to the US$8.2 million achieved in the same
quarter in the previous year. Operating margins were 16.8% for the fourth
quarter of 2003. Revenues for Marketing Communications for the year ended
December 31, 2003 increased 13% to US$193.6 million compared to the US$171.7
million reported in the prior year. Operating income increased 32% to US$28.6
million from US$21.7 million. The revenue and operating income growth was 100%
organic.
"The organic growth we experienced in our businesses was exceptional. We are of
the view that the marketing communications industry is going through a major
change. Clients are no longer satisfied with institutionalized mediocrity. While
advertising spending is improving, clients are making change to providers who
can deliver exceptional creativity and results. With our entrepreneurial
partnership model and a demonstrated ability to attract the best talent, we are
taking advantage of this opportunity," said Mr. Nadal.
"Marketing Communications continued to attract new clients throughout the fourth
quarter, including Sprint PCS, State Farm Insurance and a credit card
acquisition program of Chase. Net new business wins for the quarter resulted in
revenues of approximately US$25 million. Our operations remain focused on the
generation of new business while maintaining a cost-effective structure," said
Mr. Nadal.
Subsequent to year end, MDC's affiliate Crispin Porter + Bogusky was made lead
creative agency by Burger King. "This win was a seminal event in the evolution
of MDC Partners. It confirms the beliefs and values that we operate by are
working and will continue to drive new business wins and greater market share,"
added Mr. Nadal.
In addition, during the first quarter of 2004, the Company announced the 60%
acquisition of kirshenbaum bond + partners ("KBP"). KBP is one of North
America's preeminent independent agencies with revenues approaching US$50
million, billings of over US$525 million, and more than 200 employees with
offices in New York and San Francisco. The company is widely recognized for
creating highly acclaimed non-traditional marketing campaigns for Snapple,
Kenneth Cole, Hennessy, Target, Coach and The Meow Mix Company. Current clients
include Verizon SuperPages, The Andrew Jergens Company, Target and more. "We are
thrilled to partner with kirshenbaum bond + partners. They have established a
solid franchise and have developed a wonderful reputation for delivering
outstanding work to outstanding clients. We definitely believe that they will
enhance the MDC Partner network," said Mr. Nadal.
Fourth quarter revenues of the Secure Transactions Division were US$19.4
million, a decrease of 52% from the US$40.6 million recorded for the same period
of 2002 primarily the result of the Custom Direct divestiture. Operating income
before other charges was US$3.2 million, down 53% from the US$6.7 million earned
in the prior year. Excluding divested operations, revenues and operating income
for the fourth quarter were US$19.4 million and US$3.2 million, an increase of
38% and 54% respectively. For the year, revenues of US$115.6 million and
operating income of US$13.0 million declined from 2002 by US$93.5 million and
US$23.9 million respectively as a result of the above mentioned divestitures.
Excluding divestitures, revenues of remaining businesses increased 8% to US$67.1
million with operating income declining 24% to US$5.0 million.
"We are excited by the progress of our remaining secure transaction businesses.
With the implementation of state-of-the-art equipment, the group is well
positioned to benefit from existing contracts while pursuing new opportunities
to further increase plant utilization with nominal investment spending. We
expect significant growth in operating performance in 2004," said Mr. Nadal.
During the quarter, pursuant to its normal course issuer bid, MDC repurchased
632,900 Class A subordinate voting shares at an average price per share of
Cdn$15.28 for total consideration of US$7.3 million. For the fiscal year, the
Company repurchased 1,274,816 Class A subordinate voting shares at an average
price per share of Cdn$14.77 for total consideration of US$13.7 million.
"We are thrilled with our overall performance and believe we have established a
platform that will deliver excellent returns and increased shareholder value,"
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.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be materially
different from those expressed or implied by such forward-looking statements.
Such factors include, among other things, the Company's financial performance;
changes in the competitive environment; adverse changes in the economy; ability
to maintain long-term relationships with customers; financing requirements and
other factors set forth in the Company's Form 40-F for its fiscal year ended
December 31, 2002 and subsequent SEC filings.
MDC PARTNERS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOURTH QUARTER 2003 and 2002
(Unaudited)
$U.S. 000's - except per
share amounts
============================
For the Three Months Ended December 31, 2003 2002* Change
===================================================================================================================
Gross billings 146,006 146,659
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Revenues 75,788 87,813 (14%)
Operating costs 64,998 73,584 (12%)
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Operating income before other income (charges) 10,790 14,229 (24%)
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Other income (charges)
Net gain (loss) on asset dispositions and other charges 2,010 (2,195)
Amortization (2,749) (3,963)
Interest, net (1,848) (3,733)
Income participation of minority partners (2,094) (1,675)
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(4,681) (11,566)
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Income before income taxes and minority interest 6,109 2,663 129%
Income taxes 1,828 541
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Income before minority interest 4,281 2,122 102%
Minority interest - 509
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Net income for the period 4,281 1,613 165%
============================
Cash Flow from operations 7,959 6,617 20%
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Earnings Per Share
Net income
o Basic 0.21 0.08 163%
o Diluted 0.19 0.07 171%
Cash Flow Per Share
o Basic 0.40 0.35 14%
o Diluted 0.34 0.25 36%
Weighted average shares outstanding during the period
o Basic** 18,971,827 16,915,341 12%
o Diluted*** 23,380,504 24,988,680 (6%)
===================================================================================================================
SEGMENTED INFORMATION - BY OPERATING DIVISION
For the Three Months Ended December 31, 2003 2002* Change
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MARKETING COMMUNICATIONS
Revenues 55,238 46,916 18%
Operating income before other income (charges) 9,295 8,151 14%
SECURE TRANSACTIONS
Revenues 19,433 40,596 (52%)
Operating income before other income (charges) 3,173 6,733 (53%)
CORPORATE AND OTHER
Revenues 1,117 301 271%
Operating loss before other income (charges) (1,678) (655) (156%)
===================================================================================================================
* Comparative figures have been reclassified to conform with current
presentation.
** The weighted average basic shares outstanding increased by 2,056,486 as a
result of shares issued, primarily on the privatization on Maxxcom Inc., net
of shares repurchased and cancelled.
***The Company has the option to satisfy the CDN$49,000 (US$37,794) 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 diluted
shares outstanding include 3,441,011 (2002 - 7,911,392) Shares for the
conversion of the Notes at 95% of the average closing price of the Shares
during the period.
MDC PARTNERS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
2003 and 2002
(Audited)
$U.S. 000's - except per
share amounts
============================
For the Twelve Months Ended December 31, 2003 2002* Change
====================================================================================================================
Gross billings 556,310 600,273 (7%)
============================
Revenues 312,716 387,765 (19%)
Operating costs 276,157 333,139 (17%)
----------------------------
Operating income before other income (charges) 36,559 54,626 (33%)
----------------------------
Other income (charges)
Net gain on asset dispositions and other charges 17,425 97,288
Unrealized foreign exchange gain - 4,380
Amortization (12,617) (16,171)
Interest, net (11,502) (17,810)
Income participation of minority partners (6,113) (3,927)
----------------------------
(12,807) 63,760
----------------------------
Income before income taxes and minority interest
23,752 118,386 (80%)
Income taxes 7,950 22,020
----------------------------
Income before minority interest 15,802 96,366 (84%)
Minority interest (recovery) (1,044) 3,032
----------------------------
Net income for the period 16,846 93,334 (82%)
============================
Cash Flow from operations 21,241 23,403 (9%)
============================
Earnings Per Share
Net income
o Basic 0.88 5.46 (84%)
o Diluted 0.74 3.70 (80%)
Cash Flow Per Share
o Basic 1.13 1.33 (15%)
o Diluted 0.93 0.94 (1%)
Weighted average shares outstanding during the period 17,791,064 16,915,341 5%
o Basic 23,257,596 25,357,018 (8%)
o Diluted**
====================================================================================================================
SEGMENTED INFORMATION - BY OPERATING DIVISION
For the Twelve Months Ended December 31, 2003 2002* Change
MARKETING COMMUNICATIONS
Revenues 193,560 171,740 13%
Operating income before other income (charges) 28,620 21,712 32%
SECURE TRANSACTIONS
Revenues 115,606 209,100 (45%)
Operating income before other income (charges) 13,022 36,862 (65%)
CORPORATE AND OTHER
Revenues 3,550 6,925 (49%)
Operating loss before other income (charges) (5,083) (3,948) (29%)
====================================================================================================================
* Comparative figures have been reclassified to conform with the current
presentation.
** The Company has the option to satisfy the CDN$49,000 (US$37,794) of 7%
Convertible Notes ("Notes") with cash or Class A Subordinated Voting Shares
("Shares") at 95% of the current share price. As a result, the diluted shares
outstanding include 4,929,577 (2002 -8,403,361) Shares for the conversion of the
Notes at 95% of the average closing price of the Shares during the period.
MDC PARTNERS INC.
CONSOLIDATED BALANCE SHEETS
(Audited)
========================================================================================================
($U.S. 000's)
=====================================
As at As at
December 31, December 31,
2003 2002*
========================================================================================================
ASSETS
Current
Cash and cash equivalents 71,879 37,788
Accounts receivable 80,979 67,457
Inventory 6,795 7,005
Prepaid expenses and sundry 5,068 6,266
-------------------------------------
164,721 118,516
Capital and other assets 59,612 79,967
Goodwill 103,538 185,637
-------------------------------------
327,871 384,120
=====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities 91,289 82,874
Deferred acquisition consideration 1,113 23,966
Deferred revenue 13,516 11,104
Current portion of long-term indebtedness 18,646 4,088
-------------------------------------
124,564 122,032
Long-term indebtedness 75,768 155,514
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200,332 277,546
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Minority interest 2,533 9,824
-------------------------------------
Shareholders' equity
Share capital 117,292 96,407
Contributed surplus 3,272 -
Other paid-in capital 30,851 24,179
Cumulative translation adjustment (4,953) 7,858
Retained earnings (deficit) (21,456) (31,694)
-------------------------------------
125,006 96,750
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327,871 384,120
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========================================================================================================
* Comparative figures have been reclassified to conform with the current presentation.
Document 4
[MDC PARTNERS LOGO]
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Walter Campbell Trevor Maunder
Chief Financial Officer Director,
Tel: 416-960-9000 ex. 336 Investor Relations
Tel: 416-960-9000
ex. 226
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdc-partners.com
MDC'S CONTROLLING SHAREHOLDER TO CONVERT 100% OF HIS
CLASS B MULTIPLE VOTING SHARES INTO CLASS A SUBORDINATE VOTING SHARES
Conversion To Be Effected On A One-for-One Basis Without Any Cash
Or Non-Cash Consideration
TORONTO, Ontario (February 26, 2004) - MDC Partners Inc. ("MDC") of Toronto
announced today that its controlling shareholder, Miles Nadal, has given
formal notice to the corporation's Board of Directors that he initiated the
process to affect conversion of 100% of his Class B multiple voting shares
into Class A Subordinate Voting Shares on a one-for-one basis, without any
cash or non-cash consideration. Mr. Nadal is MDC's Founder, Chairman and Chief
Executive Officer.
Mr. Nadal's current equity interest in MDC is approximately 20.2%, and he
currently controls 44.9% of the voting rights attached to the corporation. He
owns 447,968 Class B multiple voting shares, which represents 99% of the Class
and carry 20 votes per share, in addition to 3,400,351 Class A Subordinate
Voting Shares, which carry one vote per share.
After the conversion, both Mr. Nadal's equity interest and voting interest in
MDC will be approximately 20.2%.
MDC's Board of Directors welcome the decision to convert, which is expected to
occur within 10 business days. The Class B shares are convertible at any time
at the option of the holder into one Class A share for one Class B share.
As a result of the conversion, MDC will become a U.S. domestic issuer and
commence reporting in accordance with U.S. GAAP, effective the first quarter
of 2004.
"The decision to convert my multiple voting shares into single voting shares
is an important incremental step in my commitment to the highest standards of
corporate governance and is in the spirit of the great partnership we are
building," said Mr. Nadal.
"We believe that a single class share structure better aligns management's
interest with the shareholders and will further enhance the attractiveness of
MDC shares to investors, particularly in the United States," added 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.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, the Company's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the Company's Form 40-F for its
fiscal year ended December 31, 2002 and subsequent SEC filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MDC PARTNERS INC.
------------------------------------
(Registrant)
Date: March 9, 2004 /s/ Walter Campbell
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(Signature)
Walter Campbell
Chief Financial Officer