DATA Communications Management Corp. (TSX: DCM; OTCQX: DCMDF)
(“DCM” or the "Company"), a leading provider of marketing and
business communication solutions to companies across North America,
is pleased to report continued momentum in the second quarter of
2023 with revenue up +74.7%, and gross profit up +56.7%, compared
to the second quarter of 2022, respectively. Year over year growth
is primarily driven by the acquisition of Moore Canada Corporation
("MCC"). The combined business achieved growth from expansion
revenue with existing clients, new client wins, and continuing
progress passing raw material increases on to our customers.
SECOND QUARTER 2023 HIGHLIGHTS - BUILDING A BIGGER
BUSINESS
- Revenue for the second quarter of 2023 was up +74.7%, or +$50.9
million, vs. Q2 year ago (YA), for total revenues of $119.0
million. This revenue growth is primarily driven by additional
revenues from the acquisition of MCC;
- Gross profit accelerated +56.7%, or +$11.6 million for a total
of $32.0 million; Gross profit margin was 26.9% for the second
quarter of 2023 vs. 30.0% YA. As expected, the lower average gross
margins of MCC contributed to a lower overall gross margin. Planned
initiatives to drive synergies and optimize our operational
footprint are already in action, and are expected to improve
consolidated gross margins;
- Adjusted EBITDA1 increased +48.6% compared to last year, and
was $13.8 million or 11.6% of revenue vs. $9.3 million or 13.7% of
revenues YA. Adjusted EBITDA as a percentage of revenues declined
due to the lower average gross margins of MCC;
- One-time adjustments recorded of $3.8 million in costs related
to the acquisition and integration of MCC and restructuring costs
of $2.7 million for the quarter;
- Total net debt at the end of the second quarter of 2023 was
$93.6 million (total debt less cash on hand), down more than 30%
since closing the MCC acquisition. During the second quarter of
2023, DCM financed 100% of the MCC with debt, and subsequently made
repayments totaling $60.4 million, of which $24.5 million related
to the Bank Credit Facility, $23.1 million to the Real Estate
Bridge Loan, $6.1 million to repaying in full the FPD IV and FPD V
term loans, and the remaining balance was applied towards regular
principal repayments on term loans.
____________________________ 1 Note: EBITDA, Adjusted
EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted net
income (loss) and Adjusted net income (loss) as a percentage of
revenues are not earnings measures recognized by International
Financial Reporting Standards (IFRS), do not have any standardized
meanings prescribed by IFRS and might not be comparable to similar
financial measures disclosed by other issuers. EBITDA, Adjusted
EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted net
income (loss) and Adjusted net income (loss) as a percentage of
revenues should not be construed as alternatives to net income
(loss) determined in accordance with IFRS as an indicator of DCM’s
performance. For a description of the composition of EBITDA,
Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues,
Adjusted net income (loss) and Adjusted net income (loss) as a
percentage of revenues, why we believe such measures are useful to
investors and how we use those measures in our business, together
with a quantitative reconciliation of net income (loss) to EBITDA,
Adjusted EBITDA and Adjusted net income (loss), respectively, see
the information under the heading “Non-IFRS Measures” and the
information set forth on Table 2 and Table 3.
SECOND QUARTER 2023 OPERATIONAL HIGHLIGHTS – BUILDING A
BETTER BUSINESS
- On April 24, 2023, DCM closed the acquisition of MCC for a
total cash purchase price of $130.8 million. During the quarter,
the total post-closing working capital adjustments to the purchase
price were $4.9 million for a total cash purchase price of $135.8
million. MCC is now a wholly-owned subsidiary of DCM. The
acquisition was funded through a revolving, floating rate credit
facility from a Canadian chartered bank, which includes up to $90
million of revolving credit capacity; a $30 million floating rate
term loan facility from the bank; and a new $50 million fixed rate
credit facility from Fiera Private Debt.
- DCM commenced planned initiatives to drive organizational
synergies. Restructuring expenses of $2.7 million were recorded in
connection with a reduction in the size of our combined team by
approximately 30 associates. On an annualized basis, we expect
savings of approximately $4.2 million from this initiative.
- On May 25, 2023, DCM completed a private placement ("Offering")
of common shares of the Company (“Common Shares”), and issued
8,707,200 Common Shares at a price per share of $3.00 for gross
proceeds of $26.1 million (or $24.2 million after closing costs).
In connection with the Offering, the Company issued to the Agents
broker warrants enabling them to acquire up to 261,216 Common
Shares at a price of $3.1627 per share.
- On June 8, 2023, DCM entered into a sale and leaseback of its
Oshawa, Ontario warehouse facility, acquired as part of the
Company's acquisition of MCC. The sale generated $24.1 million in
gross proceeds ($23.1 million in net proceeds). As DCM intends to
use the Oshawa facility, the Company entered into a ten-year lease
agreement with options to extend the lease term for a total
additional term of up to ten years. The lease term also includes a
capital improvement allowance of $1.5 million.
MANAGEMENT COMMENTARY
“We’d like to remind shareholders that we closed the MCC
acquisition on April 24, 2023, and the results we are reporting
include the combined results of our DCM business and MCC’s
operations for one week in April, plus the months of May and June,
so not quite a full quarter,” said Richard Kellam, CEO and
President of DCM.
“Gross profit as a percentage of revenue for the second quarter
of 2023 exceeded our expectations. The opportunity to enhance MCC
profit margins was one of the key aspects of our acquisition deal
logic and we have a clear plan in place to return our combined
gross profit margins to pre-acquisition levels.”
“Another key element in our deal logic was MCC’s relatively
lower SG&A expenses as a percentage of revenues, and we expect
this will contribute to our objectives of zero and even negative
overhead growth going forward.”
“We are making great progress on our integration strategy led by
our combined Commercial team, whose collaborative efforts are
delivering strong results including contract renewals, new business
wins, and a growing pipeline. We are very optimistic we will
deliver on our revenue plan and of exceeding our targeted 5% annual
revenue growth rate.”
“We remain on track to achieve our targeted total annualized
post-merger synergies in the range of $25 - $30 million over the
next 18 - 24 months and have already announced $4.2 million of this
target has been achieved to date. We are moving forward with plans
to optimize our operational footprint and announced our decision
during the quarter to close our plants in Edmonton, Alberta and
Fergus, Ontario and to transfer production to other facilities in
our network.”
“In the procurement area, our team is well on track to deliver
anticipated savings by harmonizing our purchasing activities and
leveraging our expanded scale to secure more favorable pricing for
raw materials. We’ll report back on anticipated savings from these
initiatives in the coming quarters.”
SECOND QUARTER 2023 EARNINGS CALL
The Company will host a conference call and webcast on Friday,
August 11, 2023, at 9.00 a.m. Eastern time. Mr. Kellam, and James
Lorimer, CFO, will present the second quarter 2023 results followed
by a live Q&A period.
Instructions on how to access both the webcast and telephone
call are available below. For those unable to join live, a replay
of the webcast will be available on the DCM Investor Relations
page.
DCM will be using Microsoft Teams to broadcast our earnings
call, which will be accessible via the options below:
Click here to join the meeting
Meeting ID: 294 185 849 646 Passcode: fLoJbK
Or call in (audio only) +1 647-749-9154,,643054499#
Canada, Toronto Phone Conference ID: 643 054 499#
The Company’s full results will be posted on its Investor
Relations page and on www.sedar.com. A video message from Mr.
Kellam will also be posted on the Company’s website.
TABLE 1 The following table sets out selected historical
consolidated financial information for the periods noted.
For the periods ended June 30, 2023 and
2022
April 1 to June 30,
2023
April 1 to June 30, 2022
January 1 to June 30,
2023
January 1 to June 30, 2022
(in thousands of Canadian dollars, except
share and per share amounts, unaudited)
Revenues
$
118,963
$
68,103
$
195,040
$
137,360
Gross profit
32,037
20,442
55,810
40,766
Gross profit, as a percentage of
revenues
26.9
%
30.0
%
28.6
%
29.7
%
Selling, general and administrative
expenses
23,004
13,957
36,879
27,147
As a percentage of revenues
19.3
%
20.5
%
18.9
%
19.8
%
Adjusted EBITDA
13,823
9,302
26,588
19,204
As a percentage of revenues
11.6
%
13.7
%
13.6
%
14.0
%
Net (loss) income for the
period
(2,879
)
3,757
(5,311
)
7,470
Adjusted net income
3,778
3,625
9,667
7,678
As a percentage of revenues
3.2
%
5.3
%
5.0
%
5.6
%
Basic (loss) earnings per share
$
(0.06
)
$
0.09
$
(0.11
)
$
0.17
Diluted (loss) earnings per
share
$
(0.06
)
$
0.08
$
(0.11
)
$
0.16
Adjusted net income per share,
basic
$
0.08
$
0.08
$
0.21
$
0.17
Adjusted net income per share,
diluted
$
0.08
$
0.08
$
0.21
$
0.17
Weighted average number of common
shares outstanding, basic
49,055,088
44,062,831
46,572,750
44,062,831
Weighted average number of common
shares outstanding, diluted
49,055,088
46,501,606
46,572,750
46,529,426
TABLE 2 The following table provides reconciliations of
net (loss) income to EBITDA and of net (loss) income to Adjusted
EBITDA for the periods noted.
EBITDA and Adjusted EBITDA reconciliation
For the periods ended June 30, 2023 and
2022
April 1 to June 30,
2023
April 1 to June 30, 2022
January 1 to June 30,
2023
January 1 to June 30, 2022
(in thousands of Canadian dollars,
unaudited)
Net (loss) income for the period
$
(2,879
)
$
3,757
$
(5,311
)
$
7,470
Interest expense, net
3,499
1,343
4,582
2,598
Amortization of transaction costs and debt
extinguishment gain, net
107
86
179
173
Current income tax expense
690
1,522
2,337
2,660
Deferred income tax (recovery) expense
(1,293
)
(47
)
(2,901
)
440
Depreciation of property, plant and
equipment
1,365
781
2,056
1,561
Amortization of intangible assets
701
403
1,164
811
Depreciation of the ROU Asset
2,724
1,633
4,437
3,213
EBITDA
$
4,914
$
9,478
$
6,543
$
18,926
Acquisition and integration costs
3,837
—
9,955
—
Restructuring expenses
2,729
—
2,729
—
Net fair value (gains) losses on financial
liabilities at fair value through profit or loss
2,343
(176
)
7,361
278
Adjusted EBITDA
$
13,823
$
9,302
$
26,588
$
19,204
TABLE 3 The following table provides reconciliations of
net (loss) income to Adjusted net income and a presentation of
Adjusted net income per share for the periods noted.
Adjusted net income reconciliation
For the periods ended June 30, 2023 and
2022
April 1 to June 30,
2023
April 1 to June 30, 2022
January 1 to June 30,
2023
January 1 to June 30, 2022
(in thousands of Canadian dollars, except
share and per share amounts, unaudited)
Net (loss) income for the period
$
(2,879
)
$
3,757
$
(5,311
)
$
7,470
Acquisition and integration costs
3,837
—
9,955
—
Restructuring expenses
2,729
—
2,729
—
Net fair value (gains) losses on financial
liabilities at fair value through profit or loss
2,343
(176
)
7,361
278
Tax effect of the above adjustments
(2,252
)
44
(5,067
)
(70
)
Adjusted net income
$
3,778
$
3,625
$
9,667
$
7,678
Adjusted net income per share,
basic
$
0.08
$
0.08
$
0.21
$
0.17
Adjusted net income per share,
diluted
$
0.08
$
0.08
$
0.21
$
0.17
Weighted average number of common
shares outstanding, basic
49,055,088
44,062,831
46,572,750
44,062,831
Weighted average number of common
shares outstanding, diluted
49,055,088
46,501,606
46,572,750
46,529,426
About DATA Communications Management Corp.
DCM is a marketing and business communications partner that
helps companies simplify the complex ways they communicate and
operate, so they can accomplish more with fewer steps and less
effort. For over 60 years, DCM has been serving major brands in
vertical markets including financial services, retail, healthcare,
energy, other regulated industries, and the public sector. We
integrate seamlessly into our clients’ businesses thanks to our
deep understanding of their needs, transformative tech-enabled
solutions, and end-to-end service offering. Whether we’re running
technology platforms, sending marketing messages, or managing print
workflows, our goal is to make everything surprisingly simple.
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.
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, and which could cause our actual
results and financial condition to differ materially from those
indicated in the forward-looking statements, include: our operating
results are sensitive to economic conditions, which can have a
significant impact on us, and uncertain economic conditions may
have a material adverse effect on our business, results of
operations and financial condition; our ability to successfully
integrate the DCM and Moore Canada Corporation (“MCC”) businesses
and realize anticipated benefits from the combination of those
businesses, including revenue and profitability growth from an
enhanced offering of products and services, larger customer base
and cost reductions from synergies; there is limited growth in the
traditional printing business, which may impact our ability to grow
our sales or even maintain historical levels of sales of printed
business and marketing communications materials; competition from
competitors supplying similar products and services, some of whom
have greater economic resources than us and are well established
suppliers; increases in the cost of, and supply constraints related
to, paper, ink and other raw material inputs used by DCM, as well
as increases in freight costs, may adversely impact the
availability of raw materials and our production, revenues and
profitability; our ability to meet our revenue, profitability and
debt reduction targets; our ability to comply with our financial
covenants under our credit facilities or to obtain financial
covenant waivers from our lenders if necessary; our ability to
complete the proposed sales and leasebacks of certain properties
and substantially reduce our bank term loan and total indebtedness;
we may not be successful in obtaining capital to fund our business
plans on satisfactory terms (or at all), including, without,
limitation, with respect to investments in digital innovation (such
as the development and successful marketing and sale of new digital
capabilities), and capital expenditures; all of our outstanding
indebtedness under our bank credit facility is subject to floating
interest rates, and therefore is subject to fluctuations in
interest rates, an increase of which would increase our borrowing
costs. 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 and Adjusted
EBITDA means EBITDA adjusted for restructuring expenses,
integration costs, acquisition costs and the net fair value (gains)
losses on financial liabilities at fair value through profit or
loss for restricted share units ("RSUs") and deferred shared units
("DSUs"). Adjusted net income (loss) means net income (loss)
adjusted for restructuring expenses, acquisition costs, integration
costs, net fair value (gains) losses on financial liabilities at
fair value through profit or loss for RSUs and DSUs 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. Adjusted
EBITDA as a percentage of revenues means Adjusted EBITDA divided by
revenues and Adjusted net income (loss) as a percentage of revenues
means Adjusted net income (loss) divided by revenues, in each case
for the same period. In addition to net income (loss), DCM uses
non-IFRS measures and ratios, including Adjusted net income (loss),
Adjusted net income (loss) per share, Adjusted net income (loss) as
a percentage of revenues, EBITDA, Adjusted EBITDA and Adjusted
EBITDA as a percentage of revenues 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, Adjusted net
income (loss) as a percentage of revenues, EBITDA, Adjusted EBITDA
and Adjusted EBITDA as a percentage of revenues 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, a
reconciliation of net income (loss) to Adjusted EBITDA,
reconciliation of net income (loss) to Adjusted net income (loss)
and a presentation of Adjusted net income (loss) per share, see
Table 2 and Table 3 above.
Condensed interim consolidated
statements of financial position
(in thousands of Canadian dollars,
unaudited)
June 30, 2023
December 31, 2022
$
$
Assets
Current assets
Cash and cash equivalents
$
20,973
$
4,208
Trade receivables
105,085
54,630
Inventories
38,486
20,220
Prepaid expenses and other current
assets
5,632
2,984
Income taxes receivable
—
15
170,176
82,057
Non-current assets
Other non-current assets
1,158
466
Deferred income tax assets
10,278
4,830
Property, plant and equipment
29,727
6,779
Right-of-use assets
91,507
33,505
Pension assets
2,784
2,364
Intangible assets
14,057
2,507
Goodwill
43,851
16,973
$
363,538
$
149,481
Liabilities
Current liabilities
Trade payables and accrued liabilities
$
75,100
$
44,133
Current portion of credit facilities
9,701
11,667
Current portion of lease liabilities
12,019
6,791
Provisions
2,940
1,316
Income taxes payable
331
1,630
Deferred revenue
5,745
3,942
105,836
69,479
Non-current liabilities
Credit facilities
102,996
15,380
Lease liabilities
84,850
33,011
Pension obligations
18,649
6,069
Other post-employment benefit plans
3,661
2,695
Asset retirement obligation
2,741
—
$
318,733
$
126,634
Equity
Shareholders’ equity
Shares
$
283,738
$
256,478
Warrants
219
869
Contributed surplus
2,729
3,131
Translation Reserve
206
207
Deficit
(242,087)
(237,838)
$
44,805
$
22,847
$
363,538
$
149,481
Condensed interim consolidated
statements of operations
(in thousands of Canadian dollars, except
per share amounts, unaudited)
For the three months ended
June 30, 2023
For the three months ended June
30, 2022
For the six months ended June
30, 2023
For the six months ended June 30,
2023
$
$
$
$
Revenues
$
118,963
$
68,103
195,040
137,360
Cost of revenues
86,926
47,661
139,230
96,594
Gross profit
32,037
20,442
55,810
40,766
Expenses
Selling, commissions and expenses
9,850
7,244
18,171
14,261
General and administration expenses
13,154
6,713
18,708
12,886
Restructuring expenses
2,729
—
2,729
—
Acquisition and integration costs
3,837
—
9,955
—
Net fair value (gains) losses on financial
liabilities at fair value through profit or loss
2,343
(176)
7,361
278
31,913
13,781
56,924
27,425
Income before finance and other costs,
and income taxes
124
6,661
(1,114)
13,341
Finance costs
Interest expense on long term debt and
pensions, net
2,480
779
3,023
1,470
Interest expense on lease liabilities
1,019
564
1,559
1,128
Amortization of transaction costs net of
debt extinguishment gain
107
86
179
173
3,606
1,429
4,761
2,771
(Loss) income before income
taxes
(3,482)
5,232
(5,875)
10,570
Income tax expense
Current
690
1,522
2,337
2,660
Deferred
(1,293)
(47)
(2,901)
440
(603)
1,475
(564)
3,100
Net (loss) Income for the
period
$
(2,879)
$
3,757
(5,311)
7,470
Condensed interim consolidated
statements of cash flows
(in thousands of Canadian dollars,
unaudited)
For the six months ended June
30, 2023
For the six months ended June 30,
2022
$
$
Cash provided by (used in)
Operating activities
Net (loss) income for the period
$
(5,311)
$
7,470
Items not affecting cash
Depreciation of property, plant and
equipment
2,056
1,561
Amortization of intangible assets
1,164
811
Depreciation of right-of-use-assets
4,437
3,213
Interest expense on lease liabilities
1,559
1,128
Share-based compensation expense
269
148
Pension expense
430
218
Loss on disposal of property, plant and
equipment
—
9
Provisions
2,729
—
Amortization of transaction costs,
accretion of debt premium/discount, net of debt extinguishment
gain
179
293
Accretion of non-current liabilities
6
—
Other post-employment benefit plans
expense
208
136
Income tax (recovery) expense
(564)
3,100
Changes in working capital
13,163
(12,415)
Contributions made to pension plans
(528)
(482)
Contributions made to other
post-employment benefit plans
(90)
(88)
Provisions paid
(1,785)
(2,633)
Income taxes paid
(3,305)
(368)
14,617
2,101
Investing activities
Net cash consideration for acquisition of
MCC
(126,031)
—
Proceeds on sale and leaseback
transaction
24,091
—
Purchase of property, plant and
equipment
(1,298)
(419)
Purchase of intangible assets
(14)
—
Proceeds on disposal of property, plant
and equipment
58
56
(103,194)
(363)
Financing activities
Issuance of common shares and broker
warrants, net
24,221
—
Exercise of warrants
489
—
Exercise of options
751
—
Proceeds from credit facilities
147,640
7,800
Repayment of credit facilities
(60,367)
(5,918)
Decrease in restricted cash
—
515
Transaction costs
(1,802)
—
Lease payments
(5,568)
(4,265)
105,364
(1,868)
Change in cash and cash equivalents
during the period
16,787
(130)
Cash and cash equivalents – beginning
of period
$
4,208
$
901
Effects of foreign exchange on cash
balances
(22)
4
Cash and cash equivalents – end of
period
$
20,973
$
775
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version on businesswire.com: https://www.businesswire.com/news/home/20230810261356/en/
For further information, contact Mr. Richard Kellam
President and Chief Executive Officer DATA Communications
Management Corp. Tel: (905) 791-3151
Mr. James E. Lorimer Chief Financial Officer DATA Communications
Management Corp. Tel: (905) 791-3151 ir@datacm.com
Data Communications Mana... (TSX:DCM)
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