Management Presentation
May 8, 2007
First Quarter 2007 Results
Exhibit
99.2
Forward Looking Statements and Other Information
This presentation contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time.
Statements in this presentation that are not historical facts, including statements about the Company’s beliefs and expectations, 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, if any.
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 debt agreements and the Company’s ability to finance its contingent payment obligations
when due and payable, including but not limited to those relating to “put” option rights;
the Company’s ability to refinance its debt facilities prior to September 21, 2007;
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;
foreign currency fluctuations; and
risks arising from the Company’s historical option grant practices.
The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing
communications services industry. The Company intends to finance these acquisitions by using available cash from operations and through incurrence of
bridge or other debt financing, either of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on
existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more
material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there
is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such
transaction may lead to increased volatility in the trading price of the Company’s securities.
Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the
caption “Risk Factors” and in the Company’s other SEC filings.
1
Summary of Consolidated Results
Amounts and percentages may not foot due to rounding.
2
Normalized Results
3
Summary of Segment Results – Revenue
Amounts and percentages may not foot due to rounding.
4
Q1 2007 Marketing Communications Revenue Growth by Segment
5
Summary of Segment Results – EBITDA
Amounts and percentages may not foot due to rounding.
6
Summary of Segment Results – MDC’s Share of EBITDA
Amounts and percentages may not foot due to rounding.
7
Cash EPS Reconciliation
8
Free Cash Flow
9
Liquidity Profile
10
Potential Contractual Put Obligations and Impact on EBITDA
11
2007 Financial Outlook
12
2007 Organic Growth Outlook
13
Definition of Non-GAAP Measures
EBITDA: EBITDA is a non-GAAP measure, that represents operating profit plus depreciation and amortization, stock-based compensation and impairment charges. A reconciliation of “EBITDA” to the US GAAP reported results of operations has been provided by the Company in the tables included in the earnings release issued on May 8, 2007.
Organic Growth: Organic revenue growth is a non-GAAP measure that refers to growth in revenues from sources other than acquisitions or foreign exchange impacts.
Cash Earnings: Cash earnings is a non-GAAP measure that represents loss from continuing operations plus depreciation and amortization, stock based compensation and other non-cash charges.
Free Cash Flow: Free cash flow is a non-GAAP measure that represents EBTIDA less minority interest plus cash distributions from unconsolidated affiliates less capital expenditures, less cash interest, less cash taxes.
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