DATA Communications Management Corp. (“DCM” or the “Company”, TSX: DCM) today announced, owing to, among other things, COVID-19’s impact on certain human resources as well as the recent implementation of its Enterprise Resource Planning (“ERP”) system, it is unable to meet its filing deadline (the “Filing Deadline”) of March 30, 2020 to file its audited annual financial statements for the year ended December 31, 2019 (the “2019 Annual Financial Statements”), annual management’s discussion and analysis (“MD&A”) for the corresponding period and management certifications of annual filings (collectively, the “Filings”).
The principal reason for the delay relates to a confluence of events, including continuing remediation efforts with respect to our previously reported implementation of a new ERP system company-wide (excluding Eclipse, Thistle and Perennial) on June 3, 2019, which resulted in the issuance of inaccurate invoices and delays in collection of accounts receivable, together with the COVID-19 outbreak which has resulted in the Company and many of its customers and suppliers, including DCM’s external auditor, activating business continuity procedures, including work from home policies, which are expected to contribute to delays in timely completion of the Filings.
Collectively, these events have created the need for additional time to finalize the 2019 Annual Financial Statements and MD&A, including management’s assessment of the effectiveness of internal control over financial reporting as at December 31, 2019 and to prepare its financial statements for audit by DCM’s external auditor.
The Company expects to make the Filings and any other periodic disclosure required to be filed under applicable securities laws as soon as practicable once it has completed this work and the audit.
The Company has informed staff of the Ontario Securities Commission (the “OSC”) about its anticipated delay of the Filings and has applied to the OSC pursuant to Part 4 of National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) for a Management Cease Trade Order (“MCTO”) pending the filing of the Filings. If a MCTO is issued, the Company intends to satisfy the provisions of the “alternative information guidelines” set out in NP 12-203, including the requirement to file bi-weekly status reports in the form of news releases containing prescribed updating information, until the Filings are made. A MCTO would not generally affect the ability of persons who are not directors, officers or insiders of the Company to trade in securities of the Company. There can be no assurance that a MCTO will be issued.
The Company has established a blackout on trading by directors, officers and other insiders of the Company, and intends to continue the blackout until the Filings have been made.
DCM is a communication solutions partner that adds value for major companies across North America by creating more meaningful connections with their customers. DCM pairs customer insights and thought leadership with cutting edge products, modular enabling technology and services to power its clients’ go to market strategies. DCM helps its clients manage how their brands come to life, determine which channels are right for them, manage multimedia campaigns, deploy location specific and 1:1 marketing, execute custom loyalty programs, and fulfill their commercial printing needs all in one place.
DCM’s extensive experience has positioned it as an expert at providing communication solutions across many verticals, including the financial, retail, healthcare, consumer health, energy, and not for profit sectors. As a result of its locations throughout Canada and in the United States (Chicago, Illinois and New York, New York), it is able to meet its clients’ varying needs with scale, speed, and efficiency – no matter how large or complex the ask. DCM is able to deliver advanced data security, regulatory compliance, and bilingual communications, both in print and/or digital formats.
Additional information relating to DATA Communications Management Corp. is available on www.datacm.com, and in the disclosure documents filed by DATA Communications Management Corp. on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Certain statements in this press release constitute “forward looking” statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of DCM or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward looking statements. When used in this press release, words such as “may”, “would”, “could”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan”, and other similar expressions are intended to identify forward looking statements. These statements reflect DCM’s current views regarding future events and operating performance, are based on information currently available to DCM, and speak only as of the date of this press release. These forward looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees that future performance or results will be achieved. Many factors could cause the actual results, performance, objectives or achievements of DCM to be materially different from any future results, performance, objectives or achievements that may be expressed or implied by such forward looking statements. The principal factors, assumptions and risks that DCM made or took into account in the preparation of these forward looking statements include: DCM’s belief that the release of DCM’s financial results for the year ended December 31, 2019 and the other Filings may be delayed; DCM’s new enterprise resource planning system has failed to perform as planned and interrupted operational transactions during and following the implementation, which has, and may continue to, materially and adversely affect DCM’s financial liquidity and operations and results of operations; risks relating to the impact of the COVID-19 outbreak, a rapidly evolving situation the impact of which could be material on DCM’s business; there are material uncertainties associated with the resolution of the liquidity challenges currently facing the Company, as described in the Company’s condensed interim financial statements for the three months ended September 30, 2019, that may cast significant doubt as to the ability of the Company to meet its obligations as they come due; there is no assurance that management’s initiatives for dealing with these events and conditions will be successful and there are risks in the expected timing of resolution thereof and the possible effects of these issues if they are not resolved; the Company’s ability to continue as a going concern is dependent upon its ability to return the Company to profitability, generate positive cash flows from operations, obtain additional financing as discussed in those interim financial statements; risks relating to DCM’s ability to access sufficient capital, including, without limitation, under its existing revolving credit facility, on favourable terms to fund its liquidity and business plans from internal and external sources; the limited growth in the traditional printing industry and the potential for further declines in sales of DCM’s printed business documents relative to historical sales levels for those products; the risk that changes in the mix of products and services sold by DCM will adversely affect DCM’s financial results; the risk that DCM may not be successful in reducing the size of its legacy print business, realizing the benefits expected from restructuring and business reorganization initiatives, reducing costs, reducing and repaying its long term debt, and growing its digital and marketing communications businesses; the risk that DCM may not be successful in managing its organic growth; DCM’s ability to invest in, develop and successfully market new digital and other products and services; competition from competitors supplying similar products and services, some of whom have greater economic resources than DCM and are well established suppliers; DCM’s ability to grow its sales or even maintain historical levels of its sales of printed business documents; the impact of economic conditions on DCM’s businesses; risks associated with acquisitions and/or investments in joint ventures by DCM; the failure to realize the expected benefits from acquisitions it has made and risks associated with the integration and growth of such businesses; increases in the costs of paper and other raw materials used by DCM; and DCM’s ability to maintain relationships with its customers and its suppliers. Additional factors are discussed elsewhere in this press release and under the headings “Liquidity and capital resources” and “Risks and Uncertainties” in DCM’s management’s discussion and analysis and in DCM’s other publicly available disclosure documents, as filed by DCM on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Unless required by applicable securities law, DCM does not intend and does not assume any obligation to update these forward looking statements.