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, October 2003
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Commission File Number 001-13718
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MDC CORPORATION 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.
1. News Release dated October 9, 2003 3
2. News Release dated October 30, 2003 6
Document 1
[GRAPHIC OMITTED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS
Chairman, President and Executive Vice President and CFO
Chief Executive Officer Tel: 416-960-9000 ex. 272
Tel: (416) 960-9000 ex. 223
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
MDC CORPORATION INC.
ACQUIRES REMAINING 15% OF METACA CORPORATION
TORONTO - October 9, 2003 - MDC Corporation Inc. ("MDC")
announced today the acquisition of a 15% interest in Metaca Corporation
("Metaca") held by Symcor Inc. with the result that MDC now owns 100% of the
shares of Metaca. The transaction is valued at approximately $4 million. Metaca
is a leading global CardProgramTM Management Company with a blue-chip customer
portfolio, which includes financial services, telecommunications, loyalty,
retail, insurance and utility industries. Metaca supports this customer
portfolio from operations in Canada and Australia.
"We are pleased to obtain 100% of Metaca as it provides MDC
with greater flexibility with respect to capital and operational decisions,"
said Miles S. Nadal, Chairman, President and CEO of MDC. "We see good growth
prospects for Metaca, especially in the smart card sector," added Nadal.
Metaca is one of only a few remaining non-core businesses of
MDC, whose primary focus is once again marketing communications. MDC is one of
the world's leading
marketing communications companies, providing services in advertising, public
relations, research, direct marketing, and customer relationship management.
ABOUT MDC CORPORATION INC.
MDC Corporation Inc. is one of the world's leading marketing
communications firm, providing services in the United States, Canada, and the
United Kingdom. Through its network of entrepreneurial firms, MDC services
include advertising and media, customer relationship management, and marketing
services. MDC also offers security-sensitive transaction products and services
through its Secure Transactions Division. 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.
Document 2
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Miles S. Nadal Peter M. Lewis
Chairman, President & CEO Executive Vice-President
(416) 960-9000 Ext.223 & CFO
(416) 960-9000 Ext. 272
Walter Campbell Trevor Maunder
Senior Vice-President Finance Director, Investor Relations
(416) 960-9000 Ext.336 (416) 960-9000 Ext.226
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdccorp.com
MDC CORPORATION INC. ANNOUNCES FINANCIAL RESULTS FOR THE THIRD
QUARTER ENDED SEPTEMBER 30, 2003
TORONTO, Ontario (October 30, 2003) - MDC Corporation Inc. operating as MDC
Partners ("MDC") of Toronto today announced its financial results for the
third quarter and nine months ended September 30, 2003. Consolidated revenues
were US$68.1 million for the quarter, representing a 23% decrease from the
US$88.5 million reported for the same three-month period of the prior year.
Operating income before other charges, at US$7.8 million, declined US$3.5
million or 31% compared to the US$11.3 million achieved during the third
quarter of 2002. Net income for the three months ended September 30, 2003 was
US$3.3 million compared to US$4.2 million for 2002. Diluted earnings per share
for the quarter was US$0.15 compared to US$0.16 last year. Diluted cashflow
per share was US$0.26 this quarter versus US$0.29 in the previous year. The
inclusion in the 2002 results of the divested operations of Custom Direct,
Spectron Security Print and Questa together with the increased focus on
Marketing Communications makes the periods' results less comparable.
"MDC has adopted the U.S. dollar as its reporting currency in order to reflect
the global nature of the Company's business and shareholder base. In addition,
MDC has modified its financial statement presentation to improve investors'
ability to compare the Company's results with those of most other publicly
traded businesses in the marketing communications industry," said Miles S.
Nadal, Chairman, President and Chief Executive Officer.
Consistent with the focus on Marketing Communications, MDC will be renamed MDC
Partners Inc. on January 1, 2004, operating as MDC Partners until then. "The
evolution of MDC has culminated in our rebranding as a result of our fundamental
belief that it is time for a change in the Marketing Communications industry.
Our commitment is to do great work for great clients that produces measurable
results. MDC Partners is well positioned to lead this paradigm, and we believe
that the quality of our Brands and the expertise they demonstrate consistently
for their clients has, and will enable them to win significant new business in
the future," said Miles S. Nadal.
Marketing Communications reported revenues of US$47.5 million for the third
quarter of 2003, an increase of US$5.3 million or 12% compared to the third
quarter of 2002. Operating income before other charges increased 56% to US$7.4
million for the quarter from the US$4.8 million achieved in the same quarter
in the previous year. Operating margins improved to 15.7% from 11.3%. These
improvements were primarily the result of an increase in the demand for
database management, direct marketing services, corporate communication and
advertising in the United States. As a result of the privatization of Maxxcom
and the merger of head offices, additional divisional cost reductions were
achieved in the area of divisional corporate overheads.
"Marketing Communications continued to attract new clients throughout the
quarter, including Circuit City, Target, Best Buy, Discovery Channel and
Borders, resulting in annualized net new business wins with revenues of
approximately US$2.8 million," said Mr. Nadal. "Our operations remain focused
on the generation of new business while maintaining a cost-effective
structure. The positive momentum experienced in revenues and earnings is
anticipated to continue as we benefit from the recovery expected in the
marketing communications industry."
Third quarter revenues of the Secure Transactions Division were US$18.9
million, a decrease of 58% from the US$45.5 million recorded for the same
period of 2002. Operating income before other charges was US$1.2 million, down
84% from the US$7.3 million earned in the prior year. Excluding divested
operations, revenues improved slightly compared to 2002, however, operating
income decreased US$1.6 million primarily as a result of costs related to
preparation for increased production under the long-term United States Postal
Service contract announced last quarter and increased operating costs at
Canadian facilities as a result of the strengthening Canadian dollar.
"We remain committed to the profitable operation of our remaining non-core
businesses, and are pleased with progress to date on the implementation of
state-of-the-art equipment at Ashton Potter. When fully operational, expected
by the end of the fourth quarter, revenues and operating income of the
operation are expected to improve significantly," said Mr. Nadal.
On July 31, 2003 MDC completed the privatization of Maxxcom Inc. with the
issuance of 2,473,183 Class A subordinated voting shares at Cdn.$13.25. The
share capital issued as a result was US$23 million.
During the quarter, pursuant to its normal course issuer bid, MDC repurchased
626,916 Class A subordinate voting shares at an average price per share of
Cdn. $13.80 for total consideration of US$6.3 million.
About MDC Partners
MDC Corporation Inc. is one of the world's leading marketing communications
firms. Through its partnership of entrepreneurial firms, MDC provides
creative, integrated and specialized communication services to leading brands
throughout the United States, Canada and the United Kingdom. MDC also offers
security-sensitive transaction products and services through its Secure
Transactions Division. 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.
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MDC CORPORATION INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THIRD QUARTER 2003 and 2002
(Unaudited)
$U.S. 000's - except per
share amounts
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For the Three Months Ended September 30, 2003 2002* Change
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Gross billings 132,140 140,545 (6%)
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Revenues 68,088 88,548 (23%)
Operating costs 60,252 77,267 (22%)
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Operating income before other income (charges) 7,836 11,281 (31%)
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Other income (charges)
Net gain on asset dispositions and other charges 445 1,456
Amortization (2,723) (3,566)
Interest, net (1,439) (3,873)
Income participation of minority partners (1,455) (900)
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(5,172) (6,883)
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Income before income taxes and minority interest 2,664 4,398 (39%)
Income taxes (recovery) (818) 224
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Income before minority interest 3,482 4,174 (17%)
Minority interest (recovery) 141 (5)
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Net income for the period 3,341 4,179 (20%)
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Cash Flow from operations 5,867 7,633 (23%)
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Earnings Per Share
Net income
o Basic 0.17 0.23 (26%)
o Diluted 0.15 0.16 (6%)
Cash Flow Per Share
o Basic 0.30 0.44 (32%)
o Diluted 0.26 0.29 (10%)
Weighted average shares outstanding during the period
o Basic 18,361,746 16,915,341 9%
o Diluted** 23,249,320 26,558,351 (12%)
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SEGMENTED INFORMATION - BY OPERATING DIVISION
For the Three Months Ended September 30, 2003 2002* Change
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Marketing Communications
Revenues 47,476 42,207 12%
Operating income before other income (charges) 7,444 4,764 56%
Secure Transactions
Revenues 18,898 45,516 (58%)
Operating income before other income (charges) 1,208 7,336 (84%)
Corporate and Other
Revenues 1,714 825 108%
Operating loss before other income (charges) (816) (819) -
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* Comparative figures have been reclassified to conform with current presentation.
** The Company has the option to satisfy the CDN$49,000 (US$36,299) 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 4,013,104 (2002 - 9,633,911) 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
THIRD QUARTER 2003 and 2002
(Unaudited)
$U.S. 000's - except per
share amounts
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For the Nine Months Ended September 30, 2003 2002* Change
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Gross billings 410,304 453,614 (10%)
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Revenues 236,928 299,952 (21%)
Operating costs 211,159 259,555 (19%)
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Operating income before other income (charges) 25,769 40,397 (36%)
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Other income (charges)
Net gain on asset dispositions and other charges 15,415 99,483
Unrealized foreign exchange gain - 4,380
Amortization (9,868) (12,208)
Interest, net (9,654) (14,077)
Income participation of minority partners (4,019) (2,252)
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(8,126) 75,326
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Income before income taxes and minority interest (85%)
17,643 115,723
Income taxes 6,122 21,479
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Income before minority interest 11,521 94,244 (88%)
Minority interest (recovery) (1,044) 2,523
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Net income for the period 12,565 91,721 (86%)
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Cash Flow from operations 13,282 17,236 (23%)
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Earnings Per Share
Net income
o Basic 0.67 5.38 (88%)
o Diluted 0.55 3.61 (85%)
Cash Flow Per Share
o Basic 0.71 0.98 (28%)
o Diluted 0.58 0.69 (16%)
Weighted average shares outstanding during the period 17,397,476 16,915,341 3%
o Basic 23,541,571 25,501,775 (8%)
o Diluted**
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SEGMENTED INFORMATION - BY OPERATING DIVISION
For the Nine Months Ended September 30, 2003 2002* Change
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Marketing Communications
Revenues 136,869 123,210 11%
Operating income before other income (charges) 18,831 13,045 44%
Secure Transactions
Revenues 96,173 168,504 (43%)
Operating income before other income (charges) 9,849 30,129 (67%)
Corporate and Other
Revenues 3,886 8,238 (53%)
Operating loss before other income (charges) (2,911) (2,777) (5%)
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* Comparative figures have been reclassified to conform with the current presentation.
** The Company has the option to satisfy the CDN$49,000 (US$36,299) of 7%
Convertible Notes ("Notes") with cash or Class A Subordinated Voting Shares
("Shares") at 95% of the current share price. As a result, the diluted shares
outstanding include 5,751,174 (2002 -8,576,329) Shares for the conversion of
the Notes at 95% of the average closing price of the Shares during the
period.
MDC CORPORATION INC.
CONSOLIDATED BALANCE SHEETS
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($U.S. 000's)
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As at As at
September 30, December 31,
2003 2002*
(Unaudited) (Audited)
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ASSETS
Current
Cash and cash equivalents 52,700 37,788
Accounts receivable 78,021 67,457
Inventory 5,464 7,005
Prepaid expenses and sundry 5,676 6,266
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141,861 118,516
Portfolio investments 15,834 103
Capital and other assets 59,660 79,864
Goodwill 100,879 185,637
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318,234 384,120
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities 83,402 82,874
Deferred acquisition consideration 5,350 23,966
Deferred revenue 15,011 11,104
Current portion of long-term indebtedness 11,885 4,088
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115,648 122,032
Long-term indebtedness 79,288 155,514
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194,936 277,546
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Minority interest 2,534 9,824
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Shareholders' equity
Share capital** 115,025 96,407
Contributed surplus 1,900 -
Other paid-in capital 29,146 24,179
Cumulative translation adjustment (5,370) 7,858
Retained earnings (deficit) (19,937) (31,694)
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120,764 96,750
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318,234 384,120
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* Comparative figures have been reclassified to conform with the current
presentation.
** Includes $23,327 of share capital issued on the privatization of Maxxcom Inc.
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 CORPORATION INC.
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(Registrant)
Date: November 5, 2003 By: /s/ Walter Campbell
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(Signature)
Walter Campbell
Senior Vice President Finance