Exhibit 99.1

PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: | | MDC Partners Inc. |
| | 45 Hazelton Avenue |
| | Toronto, Ontario M5R 2E3 |
| | |
CONTACTS: | | Donna Granato |
| | Director, Finance & Investor Relations |
| | 416-960-9000 |
| | dgranato@mdc-partners.com |
MDC PARTNERS INC. ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005
TORONTO, Ontario (August 5, 2005) – MDC Partners Inc. (“MDC Partners”) today announced its financial results for the three and six months ended June 30, 2005.
Consolidated revenues for the three months ended June 30, 2005 were $108.5 million, an increase of 45% compared to $74.7 million in the same period of 2004. Operating income was $3.6 million versus $5.6 million reported in the second quarter of 2004. Net loss from continuing operations for the three months ended June 30, 2005 was ($1.3) million versus income from continuing operations of $3.2 million for the same period in 2004. Diluted loss per share from continuing operations for the second quarter of 2005 was ($0.06), compared to diluted earnings per share of $0.13 last year.
Consolidated revenues for the six months ended June 30, 2005 were $200.9 million, an increase of 40% compared to $143.1 million in the same period of 2004. Operating income was $2.2 million versus $1.3 million reported in the first half of 2004, an increase of 70%. Net loss from continuing operations for the six months ended June 30, 2005 was ($5.1) million versus income from continuing operations of $13.0 million for the same period in 2004. The first half 2005 loss from continuing operations included pre-tax other income of $1.0 million, compared to a pre-tax net gain on asset sales and settlement of debt of $16.2 million in the first half of 2004. Excluding the impact of these gains, the loss from continuing operations would have been ($5.8) million in the first half of 2005 versus income from continuing operations of $2.5 million in the same period of 2004.
Diluted loss per share from continuing operations for the first six months of 2005 was ($0.23), compared to diluted earnings per share of $0.57 reported last year.
“We are pleased with our achievements during the first half of 2005 including continued success with new business and EBITDA margin improvement of our marketing agencies from 16.2% in the second quarter of 2004 to 17.6% in the second quarter of 2005,” said Miles S. Nadal, Chairman & CEO of MDC Partners.
Revenue for MDC’s Marketing Communications’ segment was $91.8 million for the second quarter of 2005 compared to $57.5 million in 2004, representing a year-over-year increase of 60%. This increase included organic revenue growth of 5.4% for the quarter. Operating profit for Marketing Communications for the second quarter of 2005 increased by approximately 39% to $10.1 million from $7.3 million. Marketing Communications revenue for the first half of 2005 increased 55% to $167.0 million from $107.8 million and operating profit for the same period increased 34% to $15.4 million from $11.5 million from the first half of 2004. The increase in Marketing Communications revenues during the first half of 2005 included organic revenue growth of 11.1%.
Revenues recorded by Secure Products International for the second quarter of 2005 were $16.7 million, representing a decrease of $0.5 million compared to 2004. The Secure Products International Group posted an operating loss of ($1.3) million, compared with a profit of $0.6 million in 2004. For the first half of 2005, Secure Products reported revenue of $33.9 million versus $35.3 million in the first half of 2004. Operating loss for the first half of 2005 was ($1.9) million compared to operating profit in the first half of 2004 of $0.9 million.
“Significant accomplishments during the first half of 2005 included the acquisition of the Zyman Group, improvement of the balance sheet through the issuance of a convertible debenture and the completion of our 2004 Sarbanes-Oxley testing and subsequent filing of our report. The Company has also made substantial improvements through the attraction of management and creative talent throughout our operations. This positions us for a strong second half of 2005 and beyond,” said Steven Berns, Vice Chairman and Executive Vice President.
The Company will provide significant additional details on its business results on its conference call (see details below).
Conference Call
Management will host a conference call today at 8:30 a.m. (EST) to discuss the results and will be accessible by dialing 416-640-4127 or toll free 800-814-4853. An investor presentation has been posted to our website www.mdc-partners.com and will be referred to during the conference call.
About MDC Partners Inc.
MDC Partners is a leading provider of marketing communications services, and secure transaction products and services, to clients in the North America, Europe, Australia and Latin America. Through its partnership of entrepreneurial firms, its Marketing Communications Group provides advertising and specialized communication services to leading brands. The Secure Products Group provides security products and services in three primary areas including electronic transaction products, secure ticketing products and stamps. MDC Partners Class A shares are publicly traded on the NASDAQ under the symbol “MDCA” and on the Toronto Stock Exchange under the symbol “MDZ.SV.A”.
This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, particularly regarding the financial and strategic impact of acquiring the Zyman Group, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put” option rights, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
• risks associated with effects of national and regional economic conditions;
• the Company’s ability to attract new clients and retain existing clients;
• the financial success of the Company’s clients;
• the Company’s ability to remain in compliance with its credit facility;
• risks arising from potential material weaknesses in internal control over financial reporting;
• the Company’s ability to retain and attract key employees;
• the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and
• foreign currency fluctuations.
Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company’s Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.
MDC PARTNERS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SECOND QUARTER 2005 AND 2004
(US$ in 000s, except share and per share amounts)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Revenue | | | | | | | | | |
Services | | $ | 91,795 | | $ | 57,488 | | $ | 167,005 | | $ | 107,824 | |
Products | | 16,687 | | 17,233 | | 33,858 | | 35,270 | |
| | 108,482 | | 74,721 | | 200,863 | | 143,094 | |
Operating Expenses | | | | | | | | | |
Cost of services sold | | 53,838 | | 34,614 | | 101,538 | | 71,206 | |
Cost of products sold | | 11,473 | | 10,386 | | 22,356 | | 21,561 | |
Office and general expenses | | 32,231 | | 21,229 | | 62,866 | | 43,801 | |
Depreciation and amortization | | 7,390 | | 2,866 | | 11,905 | | 5,236 | |
| | 104,932 | | 69,095 | | 198,665 | | 141,804 | |
| | | | | | | | | |
Operating Income | | 3,550 | | 5,626 | | 2,198 | | 1,290 | |
| | | | | | | | | |
Other Income (Expense) | | | | | | | | | |
Other income (expense) and settlement of long-term debt | | 907 | | (98 | ) | 964 | | 16,224 | |
Foreign exchange gain | | 99 | | 288 | | 279 | | 458 | |
Interest expense, net | | (2,128 | ) | (2,253 | ) | (3,402 | ) | (4,591 | ) |
Income from Continuing Operations Before Income Taxes, Equity in Affiliates and Minority Interests | | 2,428 | | 3,563 | | 39 | | 13,381 | |
| | | | | | | | | |
Income Taxes (Recovery) | | (1,626 | ) | (589 | ) | (2,597 | ) | (392 | ) |
| | | | | | | | | |
Income from Continuing Operations Before Equity in Affiliates and Minority Interests | | 4,054 | | 4,152 | | 2,636 | | 13,773 | |
Equity in Earnings of Non Consolidated Affiliates | | 91 | | 1,343 | | 275 | | 2,884 | |
Minority Interests in Income of Consolidated Subsidiaries | | (5,493 | ) | (2,343 | ) | (8,042 | ) | (3,640 | ) |
| | | | | | | | | |
Income (Loss) From Continuing Operations | | (1,348 | ) | 3,152 | | (5,131 | ) | 13,017 | |
Discontinued Operations | | 384 | | (2,220 | ) | 384 | | (3,620 | ) |
Net Income (Loss) | | $ | (964 | ) | $ | 932 | | $ | (4,747 | ) | $ | 9,397 | |
| | | | | | | | | |
Earnings (Loss) Per Common Share | | | | | | | | | |
Basic: | | | | | | | | | |
Continuing Operations | | $ | (0.06 | ) | $ | 0.14 | | $ | (0.23 | ) | $ | 0.64 | |
Discontinued Operations | | 0.02 | | (0.10 | ) | 0.02 | | (0.18 | ) |
Net Income (Loss) | | $ | (0.04 | ) | $ | 0.04 | | $ | (0.21 | ) | $ | 0.46 | |
| | | | | | | | | |
Diluted: | | | | | | | | | |
Continuing Operations | | $ | (0.06 | ) | $ | 0.13 | | $ | (0.23 | ) | $ | 0.57 | |
Discontinued Operations | | 0.02 | | (0.09 | ) | 0.02 | | (0.15 | ) |
Net Income (Loss) | | $ | (0.04 | ) | $ | 0.04 | | $ | (0.21 | ) | $ | 0.42 | |
| | | | | | | | | |
Weighted Average Number of Common Shares: | | | | | | | | | |
Basic | | 23,521,175 | | 21,772,706 | | 22,867,842 | | 20,388,169 | |
Diluted | | 23,521,175 | | 23,727,869 | | 22,867,842 | | 24,238,957 | |
MDC PARTNERS INC.
SEGMENTED INFORMATION - BY OPERATING DIVISION
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Marketing Communications | | | | | | | | | |
Revenue | | $ | 91,795 | | $ | 57,488 | | $ | 167,005 | | $ | 107,824 | |
Operating Profit | | 10,103 | | 7,291 | | 15,388 | | 11,450 | |
EBITDA | | 10,672 | | 6,981 | | 16,826 | | 11,512 | |
Secure Products International | | | | | | | | | |
Revenue | | $ | 16,687 | | $ | 17,233 | | $ | 33,858 | | $ | 35,270 | |
Operating Profit | | (1,331 | ) | 570 | | (1,910 | ) | 880 | |
EBITDA | | (325 | ) | 1,377 | | 159 | | 2,362 | |
Corporate and Other | | | | | | | | | |
Revenue | | $ | — | | $ | — | | $ | — | | $ | — | |
Operating Profit | | (5,222 | ) | (2,235 | ) | (11,280 | ) | (11,040 | ) |
EBITDA | | (4,097 | ) | (3,415 | ) | (9,130 | ) | (6,192 | ) |
MDC PARTNERS INC.
RECONCILIATION OF EBITDA* TO OPERATING PROFIT
(US$ in 000s)
For the Three Months June 30, 2005
| | | | Secure | | | | | |
| | Marketing | | Products | | Corporate & | | | |
| | Communications | | International | | Other | | Total | |
Operating Profit (Loss) as Reported | | $ | 10,103 | | $ | (1,331 | ) | $ | (5,222 | ) | $ | 3,550 | |
| | | | | | | | | |
Add: | | | | | | | | | |
Depreciation and amortization | | 6,062 | | 1,006 | | 322 | | 7,390 | |
Stock-based compensation | | — | | — | | 803 | | 803 | |
| | 16,165 | | (325 | ) | (4,097 | ) | 11,743 | |
| | | | | | | | | |
Less: Minority Interests | | (5,493 | ) | — | | — | | (5,493 | ) |
| | | | | | | | | |
EBITDA* | | $ | 10,672 | | $ | (325 | ) | $ | (4,097 | ) | $ | 6,250 | |
* EBITDA is a non-GAAP measure, but as shown above it represents operating profit plus depreciation and amortization plus stock-based compensation less minority interests.
MDC PARTNERS INC.
RECONCILIATION OF EBITDA* TO OPERATING PROFIT
(US$ in 000s)
For the Three Months June 30, 2004
| | | | Secure | | | | | |
| | Marketing | | Products | | Corporate & | | | |
| | Communications | | International | | Other | | Total | |
Operating Profit (Loss) as Reported | | $ | 7,291 | | $ | 570 | | $ | (2,235 | ) | $ | 5,626 | |
| | | | | | | | | |
Add: | | | | | | | | | |
Depreciation and amortization | | 2,033 | | 807 | | 26 | | 2,866 | |
Stock-based compensation | | — | | — | | (1,206 | ) | (1,206 | ) |
| | 9,324 | | 1,377 | | (3,415 | ) | 7,286 | |
| | | | | | | | | |
Less: Minority Interests | | (2,343 | ) | — | | — | | (2,343 | ) |
| | | | | | | | | |
EBITDA* | | $ | 6,981 | | $ | 1,377 | | $ | (3,415 | ) | $ | 4,943 | |
* EBITDA is a non-GAAP measure, but as shown above it represents operating profit plus depreciation and amortization plus stock-based compensation less minority interests.
MDC PARTNERS INC.
RECONCILIATION OF EBITDA* TO OPERATING PROFIT
(US$ in 000s)
For the Six Months June 30, 2005
| | | | Secure | | | | | |
| | Marketing | | Products | | Corporate & | | | |
| | Communications | | International | | Other | | Total | |
Operating Profit (Loss) as Reported | | $ | 15,388 | | $ | (1,910 | ) | $ | (11,280 | ) | $ | 2,198 | |
| | | | | | | | | |
Add: | | | | | | | | | |
Depreciation and amortization | | 9,480 | | 2,069 | | 356 | | 11,905 | |
Stock-based compensation | | — | | — | | 1,794 | | 1,794 | |
| | 24,868 | | 159 | | (9,130 | ) | 15,897 | |
| | | | | | | | | |
Less: Minority Interests | | (8,042 | ) | — | | — | | (8,042 | ) |
| | | | | | | | | |
EBITDA* | | $ | 16,826 | | $ | 159 | | $ | (9,130 | ) | $ | 7,855 | |
* EBITDA is a non-GAAP measure, but as shown above it represents operating profit plus depreciation and amortization plus stock-based compensation less minority interests.
MDC PARTNERS INC.
RECONCILIATION OF EBITDA* TO OPERATING PROFIT
(US$ in 000s)
For the Six Months June 30, 2004
| | | | Secure | | | | | |
| | Marketing | | Products | | Corporate & | | | |
| | Communications | | International | | Other | | Total | |
Operating Profit (Loss) as Reported | | $ | 11,450 | | $ | 880 | | $ | (11,040 | ) | $ | 1,290 | |
| | | | | | | | | |
Add: | | | | | | | | | |
Depreciation and amortization | | 3,702 | | 1,482 | | 52 | | 5,236 | |
Stock-based compensation | | — | | — | | 4,796 | | 4,796 | |
| | 15,152 | | 2,362 | | (6,192 | ) | 11,322 | |
| | | | | | | | | |
Less: Minority Interests | | (3,640 | ) | — | | — | | (3,640 | ) |
| | | | | | | | | |
EBITDA* | | $ | 11,512 | | $ | 2,362 | | $ | (6,192 | ) | $ | 7,682 | |
* EBITDA is a non-GAAP measure, but as shown above it represents operating profit plus depreciation and amortization plus stock-based compensation less minority interests.
MDC PARTNERS INC.
CONSOLIDATED BALANCE SHEETS
(US$ in 000s)
| | June 30, | | December 31, | |
| | 2005 | | 2004 | |
Assets | | | | | |
Current Assets: | | | | | |
Cash and cash equivalents | | $ | 16,114 | | $ | 22,673 | |
Accounts receivable, net | | 111,892 | | 111,399 | |
Expenditures billable to clients | | 12,193 | | 8,296 | |
Inventories | | 10,421 | | 10,792 | |
Prepaid and other current assets | | 5,800 | | 3,849 | |
Current Assets | | 156,420 | | 157,009 | |
| | | | | |
Fixed Assets, at cost, net | | 62,702 | | 55,365 | |
Investment in Affiliates | | 10,339 | | 10,771 | |
Goodwill | | 193,635 | | 146,494 | |
Other Intangible Assets, net | | 61,954 | | 47,273 | |
Deferred Tax Assets | | 15,746 | | 12,883 | |
Assets of Held for Sale | | — | | 622 | |
Other Assets | | 10,884 | | 7,438 | |
| | | | | |
Total Assets | | $ | 511,680 | | $ | 437,855 | |
| | | | | |
Liabilities and Shareholders’ Equity | | | | | |
Current Liabilities: | | | | | |
Short term debt | | $ | 7,364 | | $ | 6,026 | |
Accounts payable | | 69,842 | | 77,425 | |
Accrued and other liabilities | | 62,048 | | 58,347 | |
Advance billings, net | | 45,507 | | 46,090 | |
Current portion of long term debt | | 3,480 | | 3,218 | |
Deferred acquisition consideration | | 416 | | 1,775 | |
Total Current Liabilities | | 188,657 | | 192,881 | |
| | | | | |
Long-Term Debt | | 117,172 | | 50,320 | |
Liabilities Related to Assets Held for Sale | | — | | 867 | |
Other Liabilities | | 7,465 | | 4,857 | |
Deferred Tax Liabilities | | 760 | | 854 | |
Total Liabilities | | 314,054 | | 249,779 | |
| | | | | |
Minority Interests | | 44,981 | | 45,052 | |
| | | | | |
Shareholders’ Equity: | | | | | |
Common stock | | 178,574 | | 164,065 | |
Share Capital to be Issued | | 3,909 | | 3,909 | |
Additional Paid in Capital | | 18,978 | | 17,113 | |
Deficit | | (49,830 | ) | (45,083 | ) |
Accumulated other comprehensive income | | 1,014 | | 3,020 | |
Total Shareholders’ Equity | | 152,645 | | 143,024 | |
| | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 511,680 | | $ | 437,855 | |