Press release

DATA Communications Management Corp. Announces Third Quarter Financial Results For 2019

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Sponsored by Businesswire

DATA Communications Management Corp. (TSX: DCM) (“DCM” or the “Company”), a leading provider of marketing and business communication solutions to companies across North America, announces its consolidated financial results for the three and nine months ended September 30, 2019.

“While our third quarter results were poor, we have made steady progress in capturing the backlog of business which occurred when we launched ERP. Our September revenue numbers were in line with historical norms and we experienced a strong October. We believe our fourth quarter revenue will compare favorably to our 2018 fourth quarter record revenue,” said Gregory J. Cochrane, CEO. “Our lenders have been totally supportive and have provided us extra borrowing capacity to help us through the most challenging part of our ERP implementation, which is now behind us. In addition, our suppliers and customers have been patient and supportive. Our objective for 2020 is to return to the path as we set out at the beginning of this year and to become a leading marketing and business services leader to our clients throughout North America.”

PROGRESS ON ERP TRANSITION

As a result of the significant disruption in DCM’s business caused by the implementation of a new ERP system since June 3, 2019, the Company’s liquidity has been constrained by delays in production, shipments and billings to its customers. Significant progress has been made throughout the third quarter to remediate many system issues pivotal to the proper functionality of the system, however clean up and remediation efforts are ongoing. Production and shipping volumes have begun to return to normal levels commensurate with activity prior to the implementation of the new ERP system, however DCM continues to experience challenges with issuing accurate billings to its customers which in turn has increased its accounts receivable by nearly double its normal levels (for the DCM core business that transitioned to the new ERP system). DCM has leveraged its Bank Credit Facility (as defined below) during the third quarter, in addition to obtaining additional financing from Crown (as defined below), to enable it to continue to meet its commitments to its valued suppliers until billings and collections issues are resolved with its customers. Management continues to work with its lenders, while exploring other financing alternatives to provide additional liquidity to the business while it continues to address its ERP issues, stabilize and position itself for growth going forward (see “Liquidity”).

INCREASED PROCEEDS UNDER THE CROWN CREDIT FACILITY

On August 16, 2019, DCM entered into a third amendment to its non-revolving term loan facility with Crown Capital Partner Funding, LP (the “Crown Facility”), a fund managed by Crown Capital LP Partner Funding Inc. (“Crown”), whereby Crown advanced a second non-revolving term loan in the principal amount of $7 million, for total advances in the principal amount of $19 million on this facility. The terms are consistent with the provisions of the original Crown Facility agreement that DCM established on May 8, 2018. In addition, a total of 550,000 warrants have been issued to Crown in connection with this amendment. Each warrant entitles the holder to acquire one DCM common share at an exercise price of $1.08 for a period of 3.7 years, commencing on August 16, 2019.

INCREASE TO AVAILABLE CREDIT UNDER THE BANK CREDIT FACILITY

On July 31, 2019, DCM entered into a third amendment to increase the revolving commitment under its a revolving credit facility (the “Bank Credit Facility”) with a Canadian chartered bank (the “Bank”) from $35 million to $42 million for the period July 31 to December 31, 2019.

At the Company’s request, the Bank is also reviewing the potential to provide additional funding by way of an increase to the credit available under its Bank Credit Facility from $42 million to up to $50 million (“Proposed Bank Credit Facility”) to provide additional financial liquidity should the remediation of the short-term liquidity constraints arising from the ERP implementation take longer than anticipated.

In the interim, on November 14, 2019, a fourth amendment was made to the Bank Credit Facility to provide a short-term increase of available credit from $42.0 million to $45.0 million until December 31, 2019, or the date an agreement is reached under the Proposed Bank Credit Facility, should that come sooner.

RIGHTS OFFERING

Subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange, we intend to pursue a rights offering under which eligible shareholders will receive rights to subscribe for common shares of the company. It is expected that our directors and senior officers will participate in the rights offering. Further details of the proposed rights offering will be set out in a rights offering circular filed with securities regulatory authorities. The net proceeds from the proposed offering, if completed, would be used to enhance the company’s liquidity in the near term.

While it is the Company’s intention to execute on its refinancing plan, obtain additional debt and equity financing and mitigate the working capital constraints caused by the implementation of the new ERP system before the end of the year, there can be no assurance that DCM will be successful in these efforts. Failure to obtain adequate financing and/or on satisfactory terms could have a material adverse effect on the Company’s results of operations and financial condition.

SHAREHOLDER CONFERENCE CALL

DCM will host a conference call to discuss its third quarter results on Monday November 18, 2019 at 11:00 a.m. Eastern time. Participants may listen to the call by dialing Toll-Free: (844) 868-9648 or: (647) 689-5136, followed by entering Conference ID#: 6096173. The operator will ask for participants’ registration information. A replay of the call will be available from 2:00 p.m. Eastern time November 18, 2019 until midnight Eastern time November 25, 2019 by calling: Toll-free: (800) 585-8367 or: (416) 621-4642, followed by Conference ID#: 6096173.

RESULTS OF OPERATIONS

All financial information in this press release is presented in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

TABLE 1 The following table sets out selected historical consolidated financial information for the periods noted.

For the periods ended September 30, 2019 and 2018

January 1 to September 30, 2019

 

January 1 to September 30, 2018

(in thousands of Canadian dollars, except share and per share amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Revenues

$

211,387

 

 

$

 

 

$

211,387

 

 

$

241,617

 

Cost of revenues

160,965

 

 

(1,314

)

 

159,651

 

 

183,292

 

Gross profit

50,422

 

 

1,314

 

 

51,736

 

 

58,325

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

50,684

 

 

(188

)

 

50,496

 

 

50,969

 

Restructuring expenses

7,595

 

 

 

 

7,595

 

 

809

 

Acquisition costs

 

 

 

 

 

 

319

 

 

58,279

 

 

(188

)

 

58,091

 

 

52,097

 

(Loss) income before finance costs and income taxes

(7,857

)

 

1,502

 

 

(6,355

)

 

6,228

 

 

 

 

 

 

 

 

 

Finance costs

 

 

 

 

 

 

 

Interest expense, net

3,748

 

 

2,719

 

 

6,467

 

 

3,664

 

Amortization of transaction costs

400

 

 

 

 

400

 

 

469

 

 

4,148

 

 

2,719

 

 

6,867

 

 

4,133

 

(Loss) income before income taxes

(12,005

)

 

(1,217

)

 

(13,222

)

 

2,095

 

 

 

 

 

 

 

 

 

Income tax (recovery) expense

 

 

 

 

 

 

 

Current

(79

)

 

 

 

(79

)

 

985

 

Deferred

(3,149

)

 

 

 

(3,149

)

 

(297

)

 

(3,228

)

 

 

 

(3,228

)

 

688

 

Net (loss) income for the period

$

(8,777

)

 

$

(1,217

)

 

$

(9,994

)

 

$

1,407

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per share

$

(0.41

)

 

$

(0.06

)

 

$

(0.46

)

 

$

0.07

 

Diluted (loss) earnings per share

$

(0.41

)

 

$

(0.06

)

 

$

(0.46

)

 

$

0.07

 

Weighted average number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

20,821,844

 

Weighted average number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

20,931,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The adoption of IFRS 16 resulted in a lower net income by $1.2 million for the nine months ended September 30, 2019 versus on a pre IFRS 16 basis. Lease payments were previously expensed directly through the statement of operations as cost of sales or SG&A expenses for a total of $8.1 million. Under IFRS 16, (i) the $8.1 million lease payments are recognized as a reduction of lease liabilities which are presented as finance lease payments on the condensed interim consolidated statement of cash flow, (ii) a depreciation expense of the ROU Asset is recognized in cost of sales and SG&A for an aggregate amount of $6.6 million , and (iii) finance charges on the lease liability were recognized as interest expense of $2.7 million.

TABLE 2 The following table sets out selected historical consolidated financial information for the periods noted.

For the periods ended September 30, 2019 and 2018

July 1 to September 30, 2019

 

July 1 to September 30, 2018

(in thousands of Canadian dollars, except share and per share amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Revenues

$

63,215

 

 

$

 

 

$

63,215

 

 

$

74,925

 

Cost of revenues

48,346

 

 

(384

)

 

47,962

 

 

56,664

 

Gross profit

14,869

 

 

384

 

 

15,253

 

 

18,261

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

17,863

 

 

(55

)

 

17,808

 

 

15,547

 

Restructuring expenses

2,724

 

 

 

 

2,724

 

 

9

 

Acquisition costs

 

 

 

 

 

 

6

 

 

20,587

 

 

(55

)

 

20,532

 

 

15,562

 

(Loss) income before finance costs and income taxes

(5,718

)

 

439

 

 

(5,279

)

 

2,699

 

 

 

 

 

 

 

 

 

Finance costs

 

 

 

 

 

 

 

Interest expense, net

1,344

 

 

916

 

 

2,260

 

 

1,256

 

Amortization of transaction costs

177

 

 

 

 

177

 

 

168

 

 

1,521

 

 

916

 

 

2,437

 

 

1,424

 

(Loss) Income before income taxes

(7,239

)

 

(477

)

 

(7,716

)

 

1,275

 

 

 

 

 

 

 

 

 

Income tax (recovery) expense

 

 

 

 

 

 

 

Current

395

 

 

 

 

395

 

 

430

 

Deferred

(2,194

)

 

 

 

(2,194

)

 

7

 

 

(1,799

)

 

 

 

(1,799

)

 

437

 

Net (loss) income for the period

$

(5,440

)

 

$

(477

)

 

$

(5,917

)

 

$

838

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per share

$

(0.25

)

 

$

(0.02

)

 

$

(0.27

)

 

0.04

 

Diluted (loss) earnings per share

$

(0.25

)

 

$

(0.02

)

 

$

(0.27

)

 

0.04

 

Weighted average number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

Weighted average number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,759,414

 

The adoption of IFRS 16 resulted in a lower net income by $0.5 million for the three months ended September 30, 2019 versus on a pre IFRS 16 basis. Lease payments were previously expensed directly through the statement of operations as cost of sales or SG&A expenses for a total of $2.8 million. Under IFRS 16, (i) the $2.8 million lease payments are recognized as a reduction of lease liabilities which are presented as finance lease payments on the condensed interim consolidated statement of cash flow, (ii) a depreciation expense of the ROU Asset is recognized in cost of sales and SG&A for an aggregate amount of $2.3 million for a net operating loss effect of $0.4 million, and (iii) finance charges on the lease liability were recognized as interest expense of $0.9 million.

TABLE 3 The following table sets out selected historical consolidated financial information for the periods noted.

As at September 30, 2019 and December 31, 2018

As at Sept. 30, 2019

 

As at December 31, 2018

(in thousands of Canadian dollars, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Current assets

$

101,029

 

 

$

(241

)

 

$

100,788

 

 

$

85,455

 

Current liabilities

66,825

 

 

7,933

 

 

74,758

 

 

64,716

 

 

 

 

 

 

 

 

 

Total assets

157,769

 

 

58,963

 

 

216,732

 

 

142,231

 

Total non-current liabilities

91,793

 

 

52,247

 

 

144,040

 

 

70,003

 

 

 

 

 

 

 

 

 

Shareholders’ equity

$

(849

)

 

$

(1,217

)

 

$

(2,066

)

 

$

7,512

 

Table 3 highlights the changes to the condensed interim consolidated statement of financial position as at September 30, 2019 as a result of the adoption of IFRS 16 as at January 1, 2019. The significant changes relate to the following:

  • DCM recognized a ROU Asset and a lease liability at the lease commencement date for substantially all of its leases which increased total assets and total liabilities (current and long-term portion);
  • The ROU Asset was adjusted for any lease payments made at or before the lease commencement date, less any lease incentives and onerous lease liabilities, which were previously classified within current assets and total liabilities (current and long-term portion), respectively; and
  • With respect to subleases where DCM is the lessor, DCM has reclassified the finance lease receivable from total liabilities to total assets, with the short-term portion allocated to current assets.

TABLE 4 The following table sets out selected historical consolidated financial information for the periods noted. See “Non-IFRS Measures” section above for more details.

For the periods ended September 30, 2019 and 2018

January 1 to September 30, 2019

 

January 1 to September 30, 2018

(in thousands of Canadian dollars, except percentage amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Revenues

$

211,387

 

 

$

 

 

$

211,387

 

 

$

241,617

 

 

 

 

 

 

 

 

 

Gross profit

$

50,422

 

 

$

1,314

 

 

$

51,736

 

 

$

58,325

 

Gross profit, as a percentage of revenues

23.9

%

 

 

 

24.5

%

 

24.1

%

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

$

50,684

 

 

$

(188

)

 

$

50,496

 

 

$

50,969

 

As a percentage of revenues

24.0

%

 

 

 

23.9

%

 

21.1

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (see Table 6)

$

6,397

 

 

$

8,065

 

 

$

14,462

 

 

$

15,680

 

As a percentage of revenues

3.0

%

 

 

 

6.8

%

 

6.5

%

 

 

 

 

 

 

 

 

Net (loss) income for the period

$

(8,777

)

 

$

(1,217

)

 

$

(9,994

)

 

$

1,407

 

 

 

 

 

 

 

 

 

Adjusted net (loss) income (see Table 8)

$

(2,515

)

 

$

(1,217

)

 

$

(3,732

)

 

$

3,304

 

As a percentage of revenues

-1.2

%

 

 

 

-1.8

%

 

1.4

%

TABLE 5 The following table sets out selected historical consolidated financial information for the periods noted. See “Non-IFRS Measures” section above for more details.

For the periods ended September 30, 2019 and 2018

July 1 to September 30, 2019

 

July 1 to September 30, 2018

(in thousands of Canadian dollars, except percentage amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Revenues

$

63,215

 

 

$

 

 

$

63,215

 

 

$

74,925

 

 

 

 

 

 

 

 

 

Gross profit

$

14,869

 

 

$

384

 

 

$

15,253

 

 

$

18,261

 

Gross profit, as a percentage of revenues

23.5

%

 

 

 

24.1

%

 

24.4

%

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

$

17,863

 

 

$

(55

)

 

$

17,808

 

 

$

15,547

 

As a percentage of revenues

28.3

%

 

 

 

28.2

%

 

20.8

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (see Table 7)

$

(601

)

 

$

2,768

 

 

$

2,167

 

 

$

5,242

 

As a percentage of revenues

-1.0

%

 

 

 

3.4

%

 

7.0

%

 

 

 

 

 

 

 

 

Net (loss) income for the period

$

(5,440

)

 

$

(477

)

 

$

(5,917

)

 

$

838

 

 

 

 

 

 

 

 

 

Adjusted net (loss) income (see Table 9)

$

(3,423

)

 

$

(477

)

 

$

(3,900

)

 

$

964

 

As a percentage of revenues

-5.4

%

 

 

 

-6.2

%

 

1.3

%

TABLE 6 The following table provides reconciliations of net (loss) income to EBITDA and of net loss to Adjusted EBITDA for the periods noted. See “Non-IFRS Measures” section above for more details.

EBITDA and Adjusted EBITDA reconciliation

For the periods ended September 30, 2019 and 2018

January 1 to September 30, 2019

 

January 1 to September 30, 2018

(in thousands of Canadian dollars, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Net (loss) income for the period (1)

$

(8,777

)

 

$

(1,217

)

 

$

(9,994

)

 

$

1,407

 

 

 

 

 

 

 

 

 

Interest expense, net (1)

3,748

 

 

2,719

 

 

6,467

 

 

3,664

 

Amortization of transaction costs

400

 

 

 

 

400

 

 

469

 

Current income tax (recovery) expense

(79

)

 

 

 

(79

)

 

985

 

Deferred income tax recovery

(3,149

)

 

 

 

(3,149

)

 

(297

)

Depreciation of property, plant and equipment

3,109

 

 

 

 

3,109

 

 

3,486

 

Amortization of intangible assets

2,672

 

 

 

 

2,672

 

 

3,514

 

Depreciation of the ROU Asset (1)

 

 

6,563

 

 

6,563

 

 

 

EBITDA

$

(2,076

)

 

$

8,065

 

 

$

5,989

 

 

$

13,228

 

 

 

 

 

 

 

 

 

Restructuring expenses

7,595

 

 

 

 

7,595

 

 

809

 

One-time business reorganization costs (2)

878

 

 

 

 

878

 

 

1,324

 

Acquisition costs

 

 

 

 

 

 

319

 

Adjusted EBITDA

$

6,397

 

 

$

8,065

 

 

$

14,462

 

 

$

15,680

 

  1. 2019 results include the impact of the adoption of new accounting standard IFRS 16. Refer to note 3 of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 and related management’s discussion & analysis for further details of the impact of the adoption of new accounting standards.
  2. One-time business reorganization costs include non-recurring headcount reduction expenses for employees that did not qualify as restructuring costs. This also includes one-time expenses for the joint venture with Aphria Inc. (the “JV”) that was dissolved on July 12, 2019.

TABLE 7 The following table provides reconciliations of net (loss) income to EBITDA and of net (loss) income to Adjusted EBITDA for the periods noted. See “Non-IFRS Measures” section above for more details.

EBITDA and Adjusted EBITDA reconciliation

For the periods ended September 30, 2019 and 2018

July 1 to September 30, 2019

 

July 1 to September 30, 2018

(in thousands of Canadian dollars, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Net (loss) income for the period (1)

$

(5,440

)

 

$

(477

)

 

$

(5,917

)

 

$

838

 

 

 

 

 

 

 

 

 

Interest expense, net (1)

1,344

 

 

916

 

 

2,260

 

 

1,256

 

Amortization of transaction costs

177

 

 

 

 

177

 

 

168

 

Current income tax recovery

395

 

 

 

 

395

 

 

430

 

Deferred income tax recovery

(2,194

)

 

 

 

(2,194

)

 

7

 

Depreciation of property, plant and equipment

959

 

 

 

 

959

 

 

1,162

 

Amortization of intangible assets

1,428

 

 

 

 

1,428

 

 

1,213

 

Depreciation of the ROU Asset (1)

 

 

2,329

 

 

2,329

 

 

 

EBITDA

$

(3,331

)

 

$

2,768

 

 

$

(563

)

 

$

5,074

 

 

 

 

 

 

 

 

 

Restructuring expenses

2,724

 

 

2,724

 

9

One-time business reorganization costs (2)

6

 

 

6

 

153

Acquisition costs

 

 

 

6

Adjusted EBITDA

$

(601

)

 

$

2,768

 

 

$

2,167

 

 

$

5,242

 

 
  1. 2019 results include the impact of the adoption of new accounting standard IFRS 16. Refer to note 3 of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 and related management’s discussion & analysis for further details of the impact of the adoption of new accounting standards.
  2. One-time business reorganization costs include non-recurring headcount reduction expenses for employees that did not qualify as restructuring costs.

TABLE 8 The following table provides reconciliations of net (loss) income to Adjusted net (loss) income and a presentation of Adjusted net income per share for the periods noted.  See “Non-IFRS Measures” section above for more details.

Adjusted net (loss) income reconciliation

For the periods ended September 30, 2019 and 2018

January 1 to September 30, 2019

 

January 1 to September 30, 2018

(in thousands of Canadian dollars, except share and per share amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Net (loss) income for the period (1)

$

(8,777

)

 

$

(1,217

)

 

$

(9,994

)

 

$

1,407

 

 

 

 

 

 

 

 

 

Restructuring expenses

7,595

 

 

 

 

7,595

 

 

809

 

One-time business reorganization costs (2)

878

 

 

 

 

878

 

 

1,324

 

Acquisition costs

 

 

 

 

 

 

319

 

Tax effect of the above adjustments

(2,211

)

 

 

 

(2,211

)

 

(555

)

Adjusted net (loss) income

$

(2,515

)

 

$

(1,217

)

 

$

(3,732

)

 

$

3,304

 

 

 

 

 

 

 

 

 

Adjusted net (loss) income per share, basic and diluted

$

(0.12

)

 

$

(0.06

)

 

$

(0.17

)

 

$

0.16

 

Weighted average number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

20,821,844

 

Weighted average number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

20,931,490

 

Number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

Number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

20,821,844

 

  1. 2019 results include the impact of the adoption of new accounting standard IFRS 16. Refer to note 3 of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 and related management’s discussion & analysis for further details of the impact of the adoption of new accounting standards.
  2. One-time business reorganization costs include non-recurring headcount reduction expenses for employees that did not qualify as restructuring costs. This also includes one-time expenses for the JV that was dissolved on July 12, 2019.

TABLE 9 The following table provides reconciliations of net (loss) income to Adjusted net (loss) income and a presentation of Adjusted net income per share for the periods noted.  See “Non-IFRS Measures” section above for more details.

Adjusted net (loss) income reconciliation

For the periods ended September 30, 2019 and 2018

July 1 to September 30, 2019

 

July 1 to September 30, 2018

(in thousands of Canadian dollars, except share and per share amounts, unaudited)

 

Proforma without IFRS 16 adjustment

 

IFRS 16 adjustments

 

As reported

 

As reported

Net (loss) income for the period (1)

$

(5,440

)

 

$

(477

)

 

$

(5,917

)

 

$

838

 

 

 

 

 

 

 

 

 

Restructuring expenses

2,724

 

 

 

 

2,724

 

 

9

 

One-time business reorganization costs (2)

6

 

 

 

 

6

 

 

153

 

Acquisition costs

 

 

 

 

 

 

6

 

Tax effect of the above adjustments

(713

)

 

 

 

(713

)

 

(42

)

Adjusted net (loss) income

$

(3,423

)

 

$

(477

)

 

$

(3,900

)

 

$

964

 

 

 

 

 

 

 

 

 

Adjusted net (loss) income per share, basic and diluted

$

(0.16

)

 

$

(0.02

)

 

$

(0.18

)

 

$

0.04

 

Weighted average number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

Weighted average number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,759,414

 

Number of common shares outstanding, basic

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

Number of common shares outstanding, diluted

 

21,523,515

 

 

 

21,523,515

 

 

 

21,523,515

 

 

 

21,759,414

 

  1. 2019 results include the impact of the adoption of new accounting standard IFRS 16. Refer to note 3 of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 and related management’s discussion & analysis for further details of the impact of the adoption of new accounting standards.
  2. One-time business reorganization costs include non-recurring headcount reduction expenses for employees that did not qualify as restructuring costs.

 REVENUES

For the three months ended September 30, 2019, DCM recorded revenues of $63.2 million, a decrease of $11.7 million or 15.6% compared with the same period in 2018. DCM continued to experience a disruption in its business during the third quarter as a result of the transition to the new ERP system on June 3, 2019. This impacted production, shipments and billing activity to its customers resulting in a significant backlog of sales orders and delays in meeting customer demand. As the third quarter progressed, DCM made significant improvements with remediating its ERP issues however further development and clean-up efforts are ongoing. Customer demand continues to be strong and DCM is beginning to work through its order backlog as revenues for September were more reflective of normalized levels. Commencement of the fourth quarter continues to show positive momentum in volumes commensurate with its strong fourth quarter in the prior year. Similarly, DCM’s sales pipeline has never been stronger and continues to generate a healthy influx of new wins and additional wallet share from existing customers. As a result of the disruption caused by the new ERP transition, revenues for the three months ended September 30, 2019 decreased by approximately $7.5 million year over year. The sales order backlog continues to be higher than expected norms which DCM expects to recover in the fourth quarter as production resumes back to normal capacity.

Other significant factors contributing to the decrease in revenues for the three months ended September 30, 2019 versus the same period last year include: (i) $1.5 million reduction in spend by certain retailers and government agencies to better manage their inventory levels and/or move to other solutions not offered by DCM; (ii) $1.6 million due to the deferral of certain work including direct marketing campaigns, and (iii) $3.2 million reduction in sales due to lowered customer demand and volume decline. The reduction in revenue was partially offset due to (i) the onboarding of its new offering to a large provincial healthcare services customer which began to ramp up in the second and third quarter for $1.8 million and is expected to contribute to continued sales growth over the multi-year term of the agreement; (ii) new sales from customers in the Cannabis sector of $1.6 million, and (iii) $0.4 million from various other new customer wins or incremental wallet share from its existing customer base.

For the nine months ended September 30, 2019, DCM recorded revenues of $211.4 million, a decrease of $30.2 million or 12.5% compared with the same period in 2018. In the first quarter of 2019, DCM experienced a planned reduction in the scope of work versus the prior year by approximately $4.9 million for a specific customer, which was a one-time non-recurring win in 2018. The remaining decrease in revenue year over year is attributable to (i) a disruption of production and shipments to customers caused by DCM’s transition to a new ERP system resulting in a reduction of revenue by $7.5 million year over year (for the reasons noted above for the three months ended September 30, 2019); (ii) $15.1 million reduction in sales due to lowered customer demand and volume decline; (iv) a reduction in spend by certain retailers to better manage their inventory levels and/or move to other solutions not offered by DCM of $6.1 million; (v) the loss of a lower margin, limited product line customer resulting in a $3.2 million decrease; (vi) $2.5 million due to the deferral of certain work including direct marketing campaigns, and (vii) $1.4 million for other non-recurring work. The reduction in revenue was partially offset due to (i) onboarding of its new offering to a large provincial healthcare services customer which began to ramp up in the second and third quarter for $2.8 million; (ii) new sales from customers in the Cannabis sector of $5.6 million; (iii) $0.9 million in new wins and existing customer growth, and (iv) a full nine months of revenue from Perennial this year given it was acquired in May 2018 resulting in an additional $1.0 million.

As noted above, recent large client wins are representative of the broad service and product offering with large enterprise customers which DCM continues to target. A number of enhanced relationships are particularly attributed to the strategic ideation and marketing expertise contributed by Perennial.

COST OF REVENUES AND GROSS PROFIT

For the three months ended September 30, 2019, cost of revenues decreased to $48.0 million from $56.7 million for the same period in 2018, resulting in a $8.7 million or 15.4% decrease over the same period last year. Excluding the effects of adopting IFRS 16, cost of revenues decreased by $8.3 million or 14.7% relative to the same period last year.

Gross profit for the three months ended September 30, 2019 was $15.3 million, which represented a decrease of $3.0 million or 16.5% from $18.3 million for the same period in 2018. Excluding the effects of adopting IFRS 16, gross profit decreased by $3.4 million or 18.6% relative to the same period last year. Gross profit as a percentage of revenues decreased to 24.1% for the three months ended September 30, 2019 compared to 24.4% for the same period in 2018, however, excluding the effects of adopting IFRS 16, gross profit as a percentage of revenues was 23.2% for the three months ended September 30, 2019. The decrease in gross profit as a percentage of revenues for the three months ended September 30, 2019 was primarily due to (i) production inefficiencies caused by disruptions arising from the implementation of the ERP system; (ii) softness in sales thereby resulting in weaker absorption of fixed overhead costs, and, (iii) impact of paper and other raw material price increases leading to somewhat compressed margins on contracts with certain customers. Gross profit as a percentage of revenues was, however, positively impacted due to continued discipline to improve pricing with customers, loss of low margin customers, and cost reductions realized from ongoing cost savings initiatives implemented in 2019 and the last quarter of 2018.

For the nine months ended September 30, 2019, cost of revenues decreased to $159.7 million from $183.3 million for the same period in 2018, resulting in a $23.6 million or 12.9% decrease over the same period last year. Excluding the effects of adopting IFRS 16, cost of revenues decreased by $22.3 million or 12.2% relative to the same period last year.

Gross profit for the nine months ended September 30, 2019 was $51.7 million, which represented a decrease of $6.6 million or 11.3% from $58.3 million for the same period in 2018. Gross profit as a percentage of revenues increased to 24.5% for the nine months ended September 30, 2019, compared to 24.1% for the same period in 2018. Excluding the effects of adopting IFRS 16, gross profit for the nine months ended September 30, 2019 was $50.4 million or 23.8% as a percentage of revenues. The decrease in gross profit as a percentage of revenues for the nine months ended September 30, 2019 was primarily attributable to the same reasons noted for the three months ended September 30, 2019.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2019 increased $2.3 million or 14.5% to $17.8 million, or 28.2% of total revenues, compared to $15.5 million, or 20.8% of total revenues, in the same period in 2018. The increase in SG&A expenses for the three months ended September 30, 2019 is due to an increase in general and administration expenses of $2.8 million, whereas selling, commissions and expenses decreased by $0.5 million. The decrease in selling, commissions and expenses was primarily attributable to (i) lower sales commission costs commensurate with the decrease in revenues, and (ii) benefits from the cost saving initiatives implemented in 2019 and the last quarter of 2018. The increase in general and administration expenses was primarily attributable to (i) an increase in amortization costs related to the ERP intangible asset which commenced in June 2019; (ii) increase in salaries and wages for employees that have resumed normal responsibilities following the launch of the ERP system and no longer have their salaries and wages capitalized; (iii) overtime and temporary labour required to action remediation efforts related to the new ERP system, in addition to catching up on production of the sales order backlog; (iv) professional fees surrounding the ERP system, and (v) costs incurred for the strategic ideation and marketing expertise contributed by Perennial for in-house support to the DCM Sales team.

SG&A expenses for the nine months ended September 30, 2019 decreased $0.5 million or 0.9% to $50.5 million, or 23.9% of total revenues, compared to $51.0 million, or 21.1% of total revenues, for the same period of 2018. After deducting one-time business reorganization costs, SG&A expenses were $49.6 million, or 23.5% of total revenues compared to $49.6 million or 20.5% of revenues in the prior period. The slight decrease in SG&A expenses for the nine months ended September 30, 2019 is due to an increase in general and administration expenses of $1.9 million, whereas selling, commissions and expenses decreased by $2.4 million. The net decrease was primarily attributable to the same reasons noted for the three months ended September 30, 2019.

RESTRUCTURING EXPENSES

Cost reductions and enhancement of operating efficiencies have been an area of focus for DCM over the past four years in order to improve margins and better align costs with the declining revenues experienced by the Company in its traditional business, a trend being faced by the traditional printing industry for several years now.

For the three months ended September 30, 2019, DCM incurred restructuring expenses of $2.7 million compared to a nominal amount in the same period in 2018. The restructuring expenses of $2.7 million during for the three months ended September 30, 2019 related to headcount reductions predominately for direct and indirect labour across DCM’s various manufacturing facilities, in addition to certain SG&A functions.

For the nine months ended September 30, 2019, DCM incurred restructuring expenses of $7.6 million compared to $0.8 million in the same period in 2018. In 2019, the restructuring costs related to headcount reductions from (i) the closure of its Brossard, Quebec facility which was announced in March 2019, (ii) the sale of its loose-leaf binders and index tab business in May 2019, (iii) process improvements in manufacturing to improve efficiencies and gross margins, and (iv) process improvements in its SG&A functions to reduce costs and enhance productivity.

DCM will continue to evaluate its operating costs for further efficiencies as part of its commitment to improving its gross margins and lowering its selling, general and administration expenses.

ADJUSTED EBITDA

For the three months ended September 30, 2019, Adjusted EBITDA was $2.2 million, or 3.4% of revenues, after adjusting EBITDA for the $2.7 million in restructuring charges. Excluding the effects of adopting IFRS 16, Adjusted EBITDA was $0.6 million or 1.0% of revenues the three months ended September 30, 2019 compared with an Adjusted EBITDA of $5.2 million or 7.0% of revenues of revenues for the same period last year.

For the nine months ended September 30, 2019, Adjusted EBITDA was $14.5 million or 6.8% of revenues, after adjusting EBITDA for the $7.6 million in restructuring charges and $0.9 million of one-time business reorganization costs. Excluding the effects of adopting IFRS 16, Adjusted EBITDA for the nine months ended September 30, 2019 was $6.4 million, or 3.0% of revenues compared with an Adjusted EBITDA of $15.7 million or 6.5% of revenues.

The decrease in Adjusted EBITDA, excluding the effect of IFRS 16, for the three and nine months ended September 30, 2019 over the prior year comparative periods was primarily attributable to the launch of the ERP system resulting in (i) the deferral of revenues and compressing margins, as discussed above; (ii) an increase in SG&A as the cost for salaries and wages for those employees working on the ERP system implementation can no longer be capitalized post go-live; (iii) an increase in overtime costs and temporary labour to help resolve ERP issues post go-live and catch up on production from the sales order backlog caused by delays in the ERP transition, and additional professional fees incurred as a direct result of the new ERP system. Furthermore, there were additional reductions in revenues and margins in the normal course of operations. However, the decline was partially offset due to cost reductions realized from ongoing cost savings initiatives implemented in 2019 and the last quarter of 2018.

INTEREST EXPENSE

Interest expense, including interest on debt outstanding under DCM’s credit facilities, interest accretion expense related to certain debt obligations recorded at fair value, and interest expense on lease liabilities under IFRS 16 was $2.3 million for the three months ended September 30, 2019 compared to $1.3 million for the same period in 2018, and was $6.5 million for the nine months ended September 30, 2019 compared to $3.7 million for the same period in 2018. Excluding the effects of adopting IFRS 16, interest expense the three months ended September 30, 2019 was $1.3 million and for the nine months ended September 30, 2019 was $3.8 million. Interest expense for the three and nine months ended September 30, 2019 was relatively consistent with the same period in the prior year excluding IFRS 16. The slight change was primarily due to the Crown facility, secured in 2018 to fund the acquisition of Perennial and to repay the outstanding balance on its subordinated debt facility with Bridging Finance Inc. (“Bridging Credit Facility”), which was partially reflected in the nine months period ended September 30, 2019 as the facility was obtained in May 2018. In addition, part way through the quarter, total debt increased as at September 30, 2019 due to an additional $7 million loan obtained from Crown, and an increase in the Bank Credit Facility resulting in additional interest expense. The increase was offset by a reduction in the unwinding of discount which was included in interest expense of the Eclipse and Thistle VTBs that were repaid during the first quarter of 2019, and reduction of FPD Credit Facilities through principal payments resulting in lower interest expense.

INCOME TAXES

DCM reported a loss before income taxes of $7.7 million and a net income tax recovery of $1.8 million for the three months ended September 30, 2019 compared to income before income taxes of $1.3 million and a net income tax expense of $0.4 million for the three months ended September 30, 2018. DCM reported a loss before income taxes of $13.2 million and a net income tax recovery of $3.2 million for the nine months ended September 30, 2019 compared to income before income taxes of $2.1 million and a net income tax expense of $0.7 million for the nine months ended September 30, 2018. The change from a net income tax expense to a recovery position was due to the reduction of DCM’s estimated taxable income to a loss for the three and nine months ended September 30, 2019. The deferred income tax recovery for the nine months ended September 30, 2019 was adjusted for any changes in estimates of future reversals of temporary differences.

NET LOSS

Net loss the three months ended September 30, 2019 was $5.9 million compared to net income of $0.8 million for the same period in 2018. Excluding the effects of adopting IFRS 16, net loss for the three months ended September 30, 2019 was $5.4 million.

Net loss for the nine months ended September 30, 2019 was $10.0 million compared to a net income of $1.4 million for the same period in 2018. Excluding the effects of adopting IFRS 16, net loss for the nine months ended September 30, 2019 was $8.8 million.

The decrease in comparable profitability for the three and nine months ended September 30, 2019 was primarily due to (i) the launch in the ERP system resulting in both the reduction in revenues and margins, and increase in SG&A as discussed above, (ii) the decrease in revenues in the normal course of operations, and (iii) an increase in restructuring expenses. This was partially offset by improved pricing discipline and cost savings from restructuring efforts carried out in 2019 and the last quarter of 2018 in cost of sales and selling, commissions and expenses.

ADJUSTED NET LOSS

Adjusted net loss the three months ended September 30, 2019 was $3.9 million compared to Adjusted net income of $1.0 million for the same period in 2018. Excluding the effects of adopting IFRS 16, Adjusted net loss the three months ended September 30, 2019 was $3.4 million.

Adjusted net loss for the nine months ended September 30, 2019 was $3.7 million compared to Adjusted net income of $3.3 million for the same period in 2018. Excluding the effects of adopting IFRS 16, Adjusted net loss for the nine months ended September 30, 2019 was $2.5 million.

The decrease in comparable profitability for the three and nine months ended September 30, 2019 was primarily due to (i) the launch of the ERP system resulting in both the reduction in revenues and margins, and increase in SG&A as discussed above, and (ii) the decrease in revenues in the normal course of operations. This was partially offset by improved pricing discipline and cost savings from restructuring efforts carried out in 2019 and the last quarter of 2018 in cost of sales and selling, commissions and expenses.

CASH FLOW FROM OPERATIONS

During the nine months ended September 30, 2019, cash flows used for operating activities were $4.9 million compared to cash flows generated by operating activities of $14.5 million during the same period in 2018. Current period cash flow from operations, before adjusting for changes in working capital, generated a total of $4.1 million compared with $5.8 million for the same period last year. As a result of the adoption of IFRS 16, $8.1 million in lease payments are now presented as cash used for financing activities in the condensed interim consolidated statement of cash flow whereby in the prior year comparative period, this was classified as a reduction of operating activities. Excluding the effects of IFRS 16, cash flow used for operating activities, before adjusting for changes in working capital, was $4.0 million, a decrease of $9.2 million over the same period last year. Current period cash flows from operations were negatively impacted primarily due to an increase in the net loss which stems from the decrease in revenues and increase in general and administration expese, particularly in the second and third quarter this year as a direct result of the new ERP system, alongside other reductions in revenue due to softness in customer spend. This was offset by further improvements in DCM’s pricing discipline and cost reductions realized from ongoing cost savings initiatives implemented in 2019 and the last quarter of 2018. Other payments for severances and lease termination related to DCM’s restructuring initiatives, contributions to defined benefit pension plans and income taxes were relatively consistent with the comparative period.

Changes in working capital during the nine months ended September 30, 2019 used $9.0 million in cash compared with $8.7 million of cash generated in the prior year. In the prior year comparable period DCM’s focus was to better align payments to its vendors with cash receipts from its customers given many of its customers opt to store their product in DCM’s warehouses and pay upon taking shipment of product which extends the time to collection. In the current year, DCM continues to manage cash flow consistent with the comparative period. There was a significant increase in trade receivables by $15.4 million given the challenges encountered with issuing accurate and timely billings as a result of the ERP transition in June 2019. In the third quarter of 2019, billing volumes progressively increased throughout the quarter as the Company began catching up on its backlog of orders. However, DCM continued to experience issues with issuing accurate billings to its customers thereby resulting in a deterioration of collections and an increase in trade receivables. This resulted in liquidity constraints whereby the Company was required to obtain additional financing and manage payments to suppliers to maintain cash for working capital requirements resulting in an increase in trade and accrued liabilities by $6.9 million.

INVESTING ACTIVITIES

For the nine months ended September 30, 2019, $3.8 million in cash flows were used for investing activities compared with $13.3 million during the same period in 2018. This represents a reduction of $9.5 million over the same period last year, of which $7.5 million was used in the comparable period for the acquisition of Perennial. In the current period, $0.8 million of cash was primarily used to invest in IT equipment related to the implementation of the new ERP system and costs related to leasehold improvements to set up new production equipment, including the Gallus/Heidelberg hybrid digital label press at its Brampton, Ontario facility and the Heidelberg six-colour press at its Toronto, Ontario facility, compared with $2.3 million of capital expenditures incurred in 2018 related to investments in IT equipment and costs related to leasehold improvements, which were incurred as part of DCM’s consolidation of certain facilities. Furthermore, $3.9 million of cash was used to further invest in the development of DCM’s new ERP system compared with $3.7 million for the same period last year. DCM continues to capitalize costs for the ERP system in the third quarter of 2019 related to further development of the system. $0.7 million in cash proceeds were received upon the sale of its loose-leaf and index tab business in May 2019.

FINANCING ACTIVITIES

For the nine months ended September 30, 2019, cash flow generated by financing activities was $11.2 million compared with $0.6 million during the same period in 2018. As noted under “Cash Flow From Operations”, as a result of the adoption of IFRS 16, $8.1 million in lease payments are now presented as cash used for financing activities whereas this is presented as a reduction of cash from operations in the prior year comparative period, thereby contributing to the overall variance in cash used for financing activities. Excluding the effects of IFRS 16, cash flow generated for financing activities was $19.3 million, increasing the variance to $20 million from the comparative period. A total of $3.3 million in outstanding principal amounts under its various credit facilities were repaid during the current period compared with $9.1 million during the same period last year. DCM amended its FPD Credit Facilities on July 25, 2019 to defer principal amounts for the months of August to December 2019 which explains the reduction of the repayments on the credit facilities from the comparative period. In addition, $3.9 million was repaid during the period related to the vendor take-back promissory notes issued in connection with the acquisitions of Eclipse, Thistle and BOLDER Graphics compared with $4.0 million in the prior year comparative period. The Eclipse and Thistle VTBs were fully repaid in the first quarter of 2019, and $1.0 million was paid for the Perennial VTB. Lastly, proceeds of $26.1 million was received in the current period, of which $7 million represents additional proceeds received from the Crown Facility and the remaining $19.1 million represents the draw on DCM’s revolving credit facility with the Bank compared with $12.9 million during the same period last year to fund its working capital requirements, and manage cash flow to compensate for the slow down in the collection process as a result of the ERP disruptions.

OUTLOOK

DCM experienced a weak third quarter of 2019, primarily due to the disruption caused by its transition to the new ERP system. Inaccuracies in billings caused working capital to increase significantly, as we experienced delays in converting accounts receivable to cash, thereby requiring additional draws on our Bank Credit Facility and causing us to delay payments to vendors as we managed our available credit line. Disruption caused by the new ERP transition resulted in decreased revenues by approximately $7.5 million year over year. The sales order backlog continues to be higher than expected norms which DCM expects to recover in the fourth quarter as production resumes back to normal capacity. Financial liquidity however is expected to remain tight through the fourth quarter, subject to obtaining additional credit on its existing facilities and completion of additional financing.

As DCM continued to work through the transition of the new system with the commitment and diligence of our senior management and employees, we achieved significant progress on resolving the implementation issues, with production, billings and shipments returning to more normalized levels in the months of September and October. Substantially all customer transactions are now flowing through the new system, however further work is required to continue refinements.

DCM continued its commitment to improving gross margin and reducing SG&A with additional staff reductions, resulting in annualized savings of $3.5 million during the quarter. Although DCM did not realize the full quarter effects of these cost savings due to additional costs incurred as a direct result of the ERP issues for overtime and temporary labour, margins and SG&A are expected to improve as the business demonstrates further signs of stabilizing.

Fourth quarter revenue is expected to compare favorably to our 2018 fourth quarter revenue, given the positive developments in September and October. DCM continues to attract new customers and obtain greater wallet share from its existing customers. DCM continues to attract new business wins and is committed to continuing its strategy of becoming a leading marketing solutions and business services provider.

The Company’s key priority for the remainder of 2019 is to complete the remediation of the ERP system and work with vendors as collections improve from accounts receivable. DCM’s objective for 2020 is to return to the path set out at the beginning of this year and return our focus to our five key business principles.

About DATA Communications Management Corp.

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.

— 30 —

FORWARD-LOOKING STATEMENTS

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 of future performance or results, and will not necessarily be accurate indications of whether or not such 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 new enterprise resource planning (“ERP”) 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; 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 the acquisitions of Thistle Printing, Eclipse Colour & Imaging, BOLDER Graphics and Perennial Group of Companies and risks associated with the integration and growth of such businesses; increases in the costs of paper and other raw materials used by DCM; DCM’s ability to maintain relationships with its customers; risks relating to future legislative and regulatory developments and other business risks involving the wellness, medical and adult-use marijuana markets in Canada and internationally generally; 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 business plans from internal and external sources; and the risk that DCM will not be successful in implementing amendments to the terms of its existing credit facilities including, without limitations, the financial covenants of DCM under these facilities. 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.

NON-IFRS MEASURES

This press release includes certain non-IFRS measures as supplementary information. Except as otherwise noted, when used in this press release, EBITDA means earnings before interest and finance costs, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA adjusted for restructuring expenses, one-time business reorganization costs, goodwill impairment charges, and acquisition costs. Adjusted net income (loss) means net income (loss) adjusted for restructuring expenses, one-time business reorganization costs, goodwill impairment charges, acquisition costs and the tax effects of those items. Adjusted net income (loss) per share (basic and diluted) is calculated by dividing Adjusted net income (loss) for the period by the weighted average number of common shares of DCM (basic and diluted) outstanding during the period. In addition to net income (loss), DCM uses non-IFRS measures including Adjusted net income (loss), Adjusted net income (loss) per share, EBITDA and Adjusted EBITDA to provide investors with supplemental measures of DCM’s operating performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. DCM also believes that securities analysts, investors, rating agencies and other interested parties frequently use non-IFRS measures in the evaluation of issuers. DCM’s management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess its ability to meet future debt service, capital expenditure and working capital requirements. Adjusted net income (loss), Adjusted net income (loss) per share, EBITDA and Adjusted EBITDA are not earnings measures recognized by IFRS and do not have any standardized meanings prescribed by IFRS. Therefore, Adjusted net income (loss), Adjusted net income (loss) per share, EBITDA and Adjusted EBITDA are unlikely to be comparable to similar measures presented by other issuers.

Investors are cautioned that Adjusted net income (loss), Adjusted net income (loss) per share, EBITDA and Adjusted EBITDA should not be construed as alternatives to net income (loss) determined in accordance with IFRS as an indicator of DCM’s performance. For a reconciliation of net income (loss) to EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA, see Table 6 and Table 7. For a reconciliation of net income (loss) to Adjusted net income (loss) and a presentation of Adjusted net income (loss) per share, see Table 8 and Table 9 above.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands of Canadian dollars, unaudited)

September 30, 2019

$

 

December 31, 2018

$

 

 

 

 

Assets

 

 

 

Current assets

 

 

 

Trade receivables

88,450

 

 

73,124

 

Inventories

10,477

 

 

8,812

 

Prepaid expenses and other current assets

1,861

 

 

3,519

 

 

100,788

 

 

85,455

 

Non-current assets

 

 

 

Other non-current assets

895

 

 

827

 

Deferred income tax assets

5,357

 

 

3,428

 

Restricted cash

515

 

 

515

 

Property, plant and equipment

13,886

 

 

16,804

 

Right-of-use assets

58,976

 

 

 

Intangible assets

19,342

 

 

18,164

 

Goodwill

16,973

 

 

17,038

 

 

 

 

 

 

216,732

 

 

142,231

 

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Bank overdraft

1,475

 

 

3,999

 

Trade payables and accrued liabilities

50,233

 

 

43,497

 

Current portion of credit facilities

4,591

 

 

5,670

 

Current portion of promissory notes

2,104

 

 

4,013

 

Current portion of lease liabilities

8,172

 

 

 

Provisions

5,295

 

 

2,908

 

Income taxes payable

1,573

 

 

3,152

 

Deferred revenue

1,315

 

 

1,477

 

 

74,758

 

 

64,716

 

Non-current liabilities

 

 

 

Provisions

771

 

 

540

 

Credit facilities

75,661

 

 

51,751

 

Promissory notes

457

 

 

1,363

 

Lease liabilities

55,515

 

 

 

Deferred income tax liabilities

457

 

 

1,753

 

Other non-current liabilities

33

 

 

3,272

 

Pension obligations

7,962

 

 

8,346

 

Other post-employment benefit plans

3,184

 

 

2,978

 

 

218,798

 

 

134,719

 

 

 

 

 

Equity

 

 

 

Shareholders’ equity

 

 

 

Shares

251,217

 

 

251,217

 

Warrants

716

 

 

806

 

Contributed surplus

2,277

 

 

1,841

 

Translation reserve

258

 

 

242

 

Deficit

(256,534

)

 

(246,594

)

 

(2,066

)

 

7,512

 

 

 

 

 

 

216,732

 

 

142,231

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of Canadian dollars, except per share amounts, unaudited)

For the three months ended September 30, 2019

 

For the three months ended September 30, 2018

 

$

 

$

 

 

 

 

Revenues

63,215

 

 

74,925

 

 

 

 

 

Cost of revenues

47,962

 

 

56,664

 

Gross profit

15,253

 

 

18,261

 

 

 

 

 

Expenses

 

 

 

Selling, commissions and expenses

8,545

 

 

8,235

 

General and administration expenses

9,263

 

 

7,312

 

Restructuring expenses

2,724

 

 

9

 

Acquisition costs

 

 

6

 

 

20,532

 

 

15,562

 

 

 

 

 

(Loss) income before finance costs and income taxes

(5,279

)

 

2,699

 

 

 

 

 

Finance costs

 

 

 

Interest expense, net

2,260

 

 

1,256

 

Amortization of transaction costs

177

 

 

168

 

 

2,437

 

 

1,424

 

 

 

 

 

(Loss) Income before income taxes

(7,716

)

 

1,275

 

 

 

 

 

Income tax (recovery) expense

 

 

 

Current

395

 

 

430

 

Deferred

(2,194

)

 

7

 

 

(1,799

)

 

437

 

 

 

 

 

Net (loss) income for the period

(5,917

)

 

838

 

 

 

 

 

Basic (loss) earnings per share

(0.27

)

 

0.04

 

 

 

 

 

Diluted (loss) earnings per share

(0.27

)

 

0.04

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of Canadian dollars, except per share amounts, unaudited)

For the nine months ended September 30, 2019

 

For the nine months ended September 30, 2018

 

$

 

$

 

 

 

 

Revenues

211,387

 

 

241,617

 

 

 

 

 

Cost of revenues

159,651

 

 

183,292

 

 

 

 

 

Gross profit

51,736

 

 

58,325

 

 

 

 

 

Expenses

 

 

 

Selling, commissions and expenses

25,527

 

 

27,896

 

General and administration expenses

24,969

 

 

23,073

 

Restructuring expenses

7,595

 

 

809

 

Acquisition costs

 

 

319

 

 

58,091

 

 

52,097

 

 

 

 

 

(Loss) income before finance costs and income taxes

(6,355

)

 

6,228

 

 

 

 

 

Finance costs (income)

 

 

 

Interest expense

6,467

 

 

3,664

 

Amortization of transaction costs

400

 

 

469

 

 

6,867

 

 

4,133

 

 

 

 

 

(Loss) income before income taxes

(13,222

)

 

2,095

 

 

 

 

 

Income tax expense (recovery)

 

 

 

Current

(79

)

 

985

 

Deferred

(3,149

)

 

(297

)

 

(3,228

)

 

688

 

 

 

 

 

Net (loss) income for the period

(9,994

)

 

1,407

 

 

 

 

 

Basic (loss) earnings per share

(0.46

)

 

0.07

 

 

 

 

 

Diluted (loss) earnings per share

(0.46

)

 

0.07

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands of Canadian dollars, unaudited)

For the three months ended September 30, 2019

 

For the three months ended September 30, 2018

 

$

 

$

 

 

 

 

Net (loss) income for the period

(5,917

)

 

838

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

Items that may be reclassified subsequently to net (loss) income

 

 

 

Foreign currency translation

4

 

 

(11

)

 

4

 

 

(11

)

 

 

 

 

Items that will not be reclassified to net (loss) income

 

 

 

Re-measurements of pension and other post-employment benefit obligations

791

 

 

243

 

Taxes related to pension and other post-employment benefit adjustment above

(201

)

 

(63

)

 

590

 

 

180

 

 

 

 

 

Other comprehensive income for the period, net of tax

594

 

 

169

 

 

 

 

 

Comprehensive (loss) income for the period

(5,323

)

 

1,007

 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands of Canadian dollars, unaudited)

For the nine months ended September 30, 2019

 

For the nine months ended September 30, 2018

 

$

 

$

 

 

 

 

Net (loss) income for the period

(9,994

)

 

1,407

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Items that may be reclassified subsequently to net (loss) income

 

 

 

Foreign currency translation

16

 

 

26

 

 

16

 

 

26

 

 

 

 

 

Items that will not be reclassified to net (loss) income

 

 

 

Re-measurements of pension and other post-employment benefit obligations

67

 

 

1,457

 

Taxes related to pension and other post-employment benefit adjustment above

(13

)

 

(379

)

 

54

 

 

1,078

 

 

 

 

 

Other comprehensive income for the period, net of tax

70

 

 

1,104

 

 

 

 

 

Comprehensive (loss) income for the period

(9,924

)

 

2,511

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands of Canadian dollars, unaudited)

Shares

Warrants

Conversion options

Contributed surplus

Translation reserve

Deficit

Total equity

 

$

$

$

 

$

$

$

 

 

 

 

 

 

 

 

Balance as at December 31, 2017

248,996

 

287

 

 

1,368

 

183

 

(256,233

)

(5,399

)

Impact of change in accounting policy

 

 

 

 

 

8,365

 

8,365

 

 

248,996

 

287

 

 

1,368

 

183

 

(247,868

)

2,966

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

1,407

 

1,407

 

Other comprehensive income for the period

 

 

 

 

26

 

1,078

 

1,104

 

Total comprehensive income for the period

 

 

 

 

26

 

2,485

 

2,511

 

 

 

 

 

 

 

 

 

Issuance of common shares

2,221

 

519

 

 

 

 

 

2,740

 

Share-based compensation expense

 

 

 

383

 

 

 

383

 

 

 

 

 

 

 

 

 

Balance as at September 30, 2018

251,217

 

806

 

 

1,751

 

209

 

(245,383

)

8,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2018

251,217

 

806

 

 

1,841

 

242

 

(246,594

)

7,512

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

(9,994

)

(9,994

)

Other comprehensive income for the period

 

 

 

 

16

 

54

 

70

 

Total comprehensive income (loss) for the period

 

 

 

 

16

 

(9,940

)

(9,924

)

 

 

 

 

 

 

 

 

Expiration of warrants

 

(269

)

 

269

 

 

 

 

Share-based compensation expense

 

 

 

167

 

 

 

167

 

Issuance of common shares and warrants, net

 

179

 

 

 

 

 

179

 

 

 

 

 

 

 

 

 

Balance as at September 30, 2019

251,217

 

716

 

 

2,444

 

258

 

(256,534

)

(1,899

)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of Canadian dollars, unaudited)

For the nine months ended September 30, 2019

 

For the nine months ended September 30, 2018

 

$

 

$

 

 

 

 

Cash provided by (used in)

 

 

 

 

 

 

 

Operating activities

 

 

 

Net (loss) income for the period

(9,994

)

 

1,407

 

Adjustments to net (loss) income

 

 

 

Depreciation of property, plant and equipment

3,109

 

 

3,486

 

Amortization of intangible assets

2,672

 

 

3,514

 

Depreciation of right-of-use-assets

6,563

 

 

 

Interest expense on lease liability

2,707

 

 

 

Share-based compensation expense

167

 

 

383

 

Pension expense

446

 

 

403

 

Loss (gain) on disposal of property, plant and equipment

84

 

 

(144

)

Write-off of intangible assets

 

 

242

 

Provisions

7,595

 

 

943

 

Amortization of transaction costs

400

 

 

469

 

Accretion of non-current liabilities and related interest expense

238

 

 

471

 

Other non-current liabilities

 

 

403

 

Other post-employment benefit plans, net

206

 

 

202

 

Tax credits recognized

(89

)

 

 

Income tax (recovery) expense

(3,228

)

 

688

 

 

10,876

 

 

12,467

 

Changes in working capital

(8,957

)

 

8,723

 

Contributions made to pension plans

(763

)

 

(818

)

Provisions paid

(4,661

)

 

(4,803

)

Income taxes paid

(1,391

)

 

(1,056

)

 

(4,896

)

 

14,513

 

 

 

 

 

Investing activities

 

 

 

Purchase of property, plant and equipment

(820

)

 

(2,319

)

Addition to intangible assets

(3,899

)

 

(3,664

)

Proceeds on disposal of property, plant and equipment

254

 

 

172

 

Proceeds on sale of business

675

 

 

 

Net cash consideration for acquisition of businesses

 

 

(7,505

)

 

(3,790

)

 

(13,316

)

 

 

 

 

Financing activities

 

 

 

Issuance of common shares and warrants, net

 

 

685

 

Proceeds from credit facilities

26,097

 

 

12,951

 

Repayment of credit facilities

(3,262

)

 

(9,093

)

Repayment of other liabilities

(300

)

 

(301

)

Proceeds from promissory notes and warrants (note 10)

1,000

 

 

 

Repayment of promissory notes

(3,905

)

 

(3,978

)

Transaction costs

(327

)

 

(890

)

Lease payments

(8,075

)

 

(20

)

 

11,228

 

 

(646

)

 

 

 

 

Decrease in bank overdraft during the period

2,542

 

 

551

 

Bank overdraft – beginning of period

(3,999

)

 

(2,868

)

Effects of foreign exchange on cash balances

(18

)

 

34

 

Bank overdraft – end of period

(1,475

)

 

(2,283

)