SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 - QSB/A
QUARTERLY REPORT UNDER REGULATION SB OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number:
December 31, 1998 2-96976-D
- ----------------------- ------------------
DCI TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as specified in its charter)
COLORADO 84-1155041
--------------- -----------------------
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
611 Access Road, Stratford, Connecticut 06615
-------------------------------------------------------------
(Address and zip code of principal executive offices)
(203) 380-0910
-----------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required by Regulation SB of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days.
YES __X__ NO_____
Indicate the number of shares outstanding of each of the issuer/s classes
of common stock, as of the last practicable date:
Number of Shares Outstanding Class Date
- ---------------------------- ------- ----------
28,897,703 Common Stock, January 22, 1999
$.0001 par value
<PAGE>
DCI TELECOMMUNICATIONS, INC.
Index
PART I FINANCIAL INFORMATION
Balance Sheet December 31, 1998 3
Statements of Operations
Nine Months Ended December 31, 1998 and 1997
Three Months Ended December 31, 1998 and 1997 4
Statements of Cash Flow
Nine Months Ended December 31, 1998 and 1997 5
Notes to Unaudited Financial Statements
December 31, 1998 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
PART II
Other Information 19
Signatures 21
2
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DCI Telecommunications, Inc.
Consolidated Balance Sheet
(unaudited)
December 31
ASSETS 1998
Current Assets:
Cash $2,112,629
Investments 42,000
Accounts receivable 4,817,207
Receivable from SmarTalk 650,000
Prepaid expenses 264,492
Inventory 504,417
---------
Total Current Assets 8,390,745
Fixed Assets 1,716,693
Less: Accumulated depreciation 326,741
---------
Net Fixed Assets 1,389,952
---------
Accounts receivable 1,027,074
Deferred costs 466,810
Deposits 202,937
Other investments 37,142
Master Service Agreement 15,671,875
Other Assets
- costs in excess of
net assets acquired:
CardCall International 3,818,476
Muller Media 1,266,626
CyberFax 1,033,975
EDGE 6,823,586
Travel Source 86,379
----------
13,029,042
Less: Accumulated amortization 573,964
----------
Net other assets 12,455,078
----------
Total Assets $39,641,613
===========
3
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $4,911,484
Preferred stock dividend 701,850
Deferred Revenue 641,870
Due to shareholders 130,127
Income Taxes Payable 0
----------
Total Current Liabilities 6,385,331
Long term accounts payable 776,339
Long Term Debt 128,041
Deferred Income Taxes 0
Due to joint venture partner 664,451
---------
Total Liabilities 7,954,162
----------
Minority interests (148,505)
Redeemable, convertible preferred stock,
$1,000 par and redemption value, 2,000,000
shares authorized, 2,312 shares issued and
outstanding 2,312,500
Commitments and Contingencies
Shareholders' Equity:
Common stock, $.0001 par value,
500,000,000 shares authorized,
28,557,376 shares issued and outstanding 2,855
Paid in capital 32,696,103
Treasury Stock (1,155,000 shares at cost) (1,127,439)
Currency translation adjustment (47,043)
Retained earnings subsequent to 12/31/95, date of
quasi-reorganization (total deficit
eliminated $4,578,587) (2,001,020)
----------
Total Shareholders' Equity 29,523,456
----------
Total Liabilities and Shareholders' Equity $39,641,613
===========
See Accompanying Notes to Consolidated Financial Statements
3(a)
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DCI Telecommunications, Inc.
Consolidated Statements of Operations
(unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
1998 1997 1998 1997
Travel Service Sales $ 319,473 $ 213,644 $ 937,295 $ 793,044
Product Sales 10,773,937 636,719 26,076,989 2,383,440
---------- ---------- ---------- ----------
Net Sales 11,093,410 850,363 27,014,284 3,176,484
Cost of Sales - Travel 285,970 220,523 850,919 742,314
- Product 9,705,229 502,766 23,382,481 2,005,745
---------- --------- ---------- ----------
Cost of Sales - 9,991,199 723,289 24,233,400 2,748,059
Gross Profit 1,102,211 127,074 2,780,884 428,425
Selling, General &
Admin. Expenses 706,752 154,113 1,977,537 431,269
Salaries and
Compensation 686,687 35,705 1,849,990 438,652
Amortization &
Depreciation 265,907 10,733 697,608 27,196
Professional and
Consulting Fees 317,121 55,440 752,505 319,445
--------- -------- --------- ----------
1,976,467 255,991 5,277,640 1,216,562
Income (Loss)
from Operations ( 874,256) (128,917) (2,496,756)( 788,137)
Other Income and (Expense) 102,087 58,667 55,600 (3,637)
Minority Interest 136,504 -- 148,505 --
Net (Loss) - Continuing
Operations ( 635,665) ( 70,250) (2,292,651)( 791,774)
4
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Loss from discontinued computer
board operations -- ( 882) -- (559,840)
Gain from prepaid
phone card contract -- 3,078,421 -- 3,078,421
Discontinued prepaid phone
card segment - U.K. -- ( 96,683) -- (647,948)
Discontinued operations PEL -- (219,114) -- (231,437)
Net Income (Loss) ( 635,665) 2,691,492 (2,292,651) 847,422
Preferred dividend ( 46,500) (164,838) (902,851) (369,376)
---------- --------- --------- ---------
( 682,165) 2,526,654 (3,195,502) 478,046
Basic and diluted Net
Income (Loss) per share
- continuing operations ($.03) ($.02) ($.15) ($.12)
- discontinued operations -- $.23 -- $.16
----- ------ ------ -------
Net Income (Loss)
per common share ($.03) $ .21 ($.15) $.04
Weighted average common
shares outstanding 25,008,134 12,169,709 21,369,670 10,015,378
See Accompanying Notes to Consolidated Financial Statements
4(a)
<PAGE>
DCI Telecommunications, Inc.
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
December 31,
1998 1997
Cash flows from (used in) operating activities:
Net loss from continuing operations ($2,292,651) ( 791,774)
Adjustment to reconcile net loss from
continuing operations to net cash from
(used in) operating activities:
Depreciation and amortization 697,608 27,196
Stock issued for services -- 800
Minority interest (148,505) --
Changes in assets and liabilities:
(Increase) Decrease in:
Restricted cash 60,246 --
Accounts receivable (1,985,096) (541,184)
Inventory (476,943) 812
Deposits (135,624) 2,894
Prepaid expenses and deferred costs (313,602) (96,623)
Increase (Decrease) in:
Accounts payable and
accrued expenses 404,426 118,677
Deferred revenue 208,892 --
-------- --------
Total Adjustments (1,688,598) (487,428)
-------- --------
Net cash (used in) operating activities (3,981,249) (1,279,202)
-------- --------
Cash flows from (used in) investing activities:
Additions to fixed assets (565,872) (43,472)
Investment in CardCall International -- (110,000)
Cash acquired with acquisition 1,548,947)
Investment in Muller Media (2,000,000)
-------- --------
Net cash from (used in) investing
activities (1,016,925) (153,472)
-------- --------
Cash flows from (used in) financing activities:
Proceeds from stock
options exercised 690,527 105,094
Purchase of treasury stock (378,379) (85,000)
Due to joint venture 644,451 --
Payment of notes payable (4,938,942)
Increase in long term debt 93,226 77,310
5
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Proceeds from sale of
preferred stock 2,750,000 2,250,000
Common stock dividend (203,962) --
Advances from shareholders (375,870) (255,472)
Sale of equity securities 8,124,761 --
-------- --------
Net cash from financing activities 6,405,812 2,091,932
-------- --------
Net cash used in discontinued operations -- (671,390)
Net increase (decrease) in cash 1,407,638 (12,132)
Cash, beginning of year 704,991 350,468
---------- ---------
Cash, end of period $2,112,629 $ 338,336
Nine Months Ended
December 31,
1998 1997
Supplemental disclosures of cash flow information:
Cash paid for interest $83,000 $ 43,000
Non cash investing and financing transactions:
Acquisitions by stock issuance:
CardCall International -- $6,956,000
CyberFax -- $1,033,975
Edge 6,823,586
Preferred stock dividends $902,851 $ 369,376
Stock issued for liabilities -- $ 40,000
See Accompanying Notes to Consolidated Financial Statements
5(a)
<PAGE>
DCI Telecommunications, Inc.
Notes to Unaudited Financial Statements December 31, 1998
NOTE 1.
- -------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the provisions of Regulation SB.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. Certain restatements of prior year
numbers have been made to conform to the current years presentations and
to account for discontinued operations.
In addition, as a result of inquiries from the Securities and Exchange
Commission this form 10QSB/AA has been restated to account for the
acquisition of Edge Communications on April 30, 1998 using the purchase
method of accounting rather than the pooling of interest method. The
calculation of the preferred dividend has also been revised.
Nine Months Ending
December 31
1998 1997
---- ----
Revenue, as previously reported $28,106,330 $8,020,695
Adjustments for Edge and PEL as a (1,092,046) (4,844,211)
discontinued operation
Restated revenue 27,014,284 3,176,484
Net income (loss) as previously reported (2,827,954) 509,784
Net change in income as a result of
restatement, (367,548) ( 31,738)
Restated net income (loss) $(3,195,502) $ 478,046
Earnings (loss) per share
as previously reported, $ (.13) $ .04
Net change as a result
of restatement, (.02) .01
Restated net earnings (loss) $ (.15) $ .05
per share
6
<PAGE>
Three Months Ending
December 31
1998 1997
---- ----
Revenue, as previously reported $11,093,410 $2,173,637
Adjustments for Edge and PEL as a
discontinued operation -- (1,323,274)
Restated revenue 11,093,410 850,363
Net income (loss) as previously reported ( 679,221) 2,547,676
Net change in income as a result of
restatement, ( 2,944) (21,022)
Restated net income (loss) $( 682,165) $ 2,526,654
Earnings (loss) per share
as previously reported, $ (.03) $ ( .15)
Net change as a result
of restatement, (.02) .06
Restated net earnings (loss) $ (.04) $ .21
per share
The consolidated financial statements include the accounts of the Company
and its wholly and majority owned subsidiaries. Material intercompany
balances and transactions have been eliminated in consolidation.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with the
Company's form 10-KSB/A filed for the year ended March 31, 1998.
Income (loss) per share was computed using the weighted average number of
common shares outstanding.
Note 2. Acquisitions
CardCall International Holdings, Inc.
- -------------------------------------
On March 31, 1997, DCI, entered into an agreement with CardCall
International Holdings, Inc. (CardCall), a Delaware corporation, to
purchase all its outstanding common stock (8,238,125 shares) and
warrants. CardCall's board of directors had approved the agreement on
March 29,1997, subject to shareholder approval.
7
<PAGE>
CardCall is the parent company of CardCaller Canada, Inc., a Canadian
corporation, and CardCall (UK) Limited, incorporated under the laws of
the United Kingdom. CardCall is in the business of designing, developing
and marketing, through distributors, prepaid phone cards that provide the
cardholder access to long distance service through switching facilities.
DCI had previously invested $1,500,000 in CardCall, for which it received
$1,200,000 in notes payable 120 days from demand. The remaining $300,000
did not have any stipulated repayment terms. The Company raised this
money through the issuance of DCI convertible preferred stock to certain
shareholders of CardCall.
By May 29,1997, the shareholders of CardCall had approved the
transaction. For each 100 shares of common stock of CardCall held by a
shareholder, DCI will issue a warrant to purchase nine shares of common
stock for $4.00 per share on or before February 28, 2001. In addition,
each shareholder of CardCall may acquire 85 shares of DCI common stock
under a subscription agreement, for each 100 shares of CardCall held by
such shareholder, at a purchase price of $.20 per share. 7,002,406
options to purchase DCI stock at $.20 per share were granted as a result
of this transaction. As of September 30, 1998, 4,860,777 of these
options for shares of DCI stock had been exercised. Such options expire
on April 30, 2002. In accordance with the agreement, shares of DCI stock
received from the exercise of options have restrictions as to when they
can be sold ranging from September 1, 1997 to December 1, 1998.
The transaction was initially recorded under the purchase method of
accounting, effective April 1, 1997, however the Securities and Exchange
Commission has ruled that the effective acquisition date is May 29, 1997.
The total purchase price includes the $1,610,000 in cash, $2,545,000
assigned value for the stock options, and assumption of net liabilities
of $2,853,000. Goodwill was recorded at $7,008,000. The financial
statements include the results of operations of CardCall since May 29,
1997, the effective date of acquisition. The goodwill is being amortized
over 20 years. The stock offering agreement called for the exchange of
shares by DCI in the acquisition of CardCall. A condition in the offer
was that the number of DCI shares to be issued would be reduced on a
share for share basis by the difference between 545, 455 and the actual
number of shares issued in the Series C preferred stock conversion
described in Note 10 to the financial statements. There was no value
assigned to the common stock that would be distributed per the offering
agreement as these shares were not issued due to the number of common
shares issued in the conversion of the series C preferred stock to
common stock. There was no value assigned to the common stock warrants as
the exercise price of $4 was greater than the market value of the common
stock. The Company valued the options issued at $.30 per option ($.50-.20
exercise price). The difference ($1.60) between the exercise price, $.20
and the stock valuation price of $1.80 was reduced by $1.30 for a 50%
dilution factor, a 10% factor because the shares issued upon exercise of
the options would be restricted and a 10% factor based upon the time from
when the shares could be exercised and tradable.
8
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Edge Communications, Inc.
- -------------------------
On April 30,1998 the Company issued 4,385,715 shares of common stock for
all of the outstanding shares of Edge Communications, Inc. The
acquisition has been accounted for under the purchase method of
accounting, effective April 30, 1998. The total purchase price consists
of 4,385,715 shares of common stock valued at $6,644,000 and the
assumption of net liabilities of $179,000. Edge is located in
Gaithersburg, Maryland and is in the prepaid phone card business. For the
twelve months ended March 31, 1998, Edge had net sales of $8,780,000 and
had a loss of $271,000. Goodwill of $6,823,586 has been recorded on the
transaction and is being amortized over 20 years. The financial
statements include the results of operations since April 30, 1998, date
of acquisition.
Muller Media, Inc.
- ------------------
On November 26, 1996, DCI entered into a stock purchase agreement with
Muller Media, Inc. (Muller), a New York corporation, to acquire 100% of
the outstanding common stock of Muller in a stock-for-stock purchase,
with DCI exchanging 1,200,000 shares of common stock for all of the
shares of Muller capital stock. The DCI stock was valued at $2.50 per
share ($3 million in total) and is included in outstanding common stock
for the years ending March 31, 1998 and 1997.
At the closing, the shares of Muller were transferred to DCI, and DCI
shares were issued to Muller shareholders and then placed with escrow
agents. This was done to facilitate a "put" option which could only be
exercised by Muller subsequent to the closing under the put option. DCI
must repurchase the shares for $3,000,000 if Muller exercised the "put"
option, which commenced on the earlier of 120 days from December 27,
1996, unless an extension was requested by DCI, which Muller could not
unreasonably withhold, or 14 days after DCI had received an aggregate of
$3,000,000 in net proceeds from the sale of its capital stock. Extensions
were granted by Muller through June 3, 1998. The selling stockholders
had an option to keep DCI stock or accept up to $3,000,000 in cash from
DCI. The transaction was initially recorded under the purchase method of
accounting, effective November 26, 1996, the date of the stock purchase
agreement. The Securities and Exchange Commission has ruled that the
effective acquisition date is June 9, 1998.
DCI repurchased 400,000 shares of such common stock in March, 1998 for
$1,000,000 and completed the repurchase from the exercising parties on
June 9, 1998 upon payment of an additional $2,000,000. The financial
statements include the results of operations since June 9, 1998.
9
<PAGE>
The transaction was recorded under the purchase method of accounting. The
total purchase price includes $3,000,000 in cash, Goodwill was recorded
at $1,634,436. The financial statements include the results of operations
of Muller since June 9, 1998, the date of acquisition. The goodwill is
being amortized over 20 years.
NOTE 3. Common and Preferred Stock
- -----------------------------------
In April, 1998 the Company issued $3,000,000 of Series F 8% non -voting
convertible preferred shares. The shares are convertible to common stock
90 days from the issue date at the lesser of 75% of the average closing
bid price of the common stock for the ten days prior to conversion or $4.
The securities must be converted into common shares within two years of
the issue date. In connection with this offering 50,000 warrants
exercisable at $1.56 for a period of five years from the issue date were
granted to these preferred shareholders and 50,000 warrants, at the same
terms, were granted to certain individuals as finder fees for the
placement of the preferred shares with investors.
During the nine months ended December 31, 1998, the holders of $687,500
of preferred shares of Series F Convertible Preferred Stock and deemed
dividends of $171,750 were converted to 1,110,904 common shares.
During the nine months ended December 31, 1998, the holders of $610,050
of preferred shares of Series E Convertible Preferred Stock and deemed
dividends of $163,785 were converted to 740,670 common shares.
During the nine months ended December 31, 1998, the holders of $305,000
of preferred shares of Series A Convertible Preferred Stock and
dividends of $177,717 were converted to 321,811 common shares.
In addition, options to purchase 3,988,543 common shares were exercised
from which the Company received $690,528.
NOTE 4. PhoneLine CardCall International
- -----------------------------------------
On March 31, 1998 the Company and DataWave Systems Inc. (DataWave) formed
a Canadian company, PhoneLine CardCall International ("PhoneLine") for
the marketing, sale and service of prepaid long distance telephone
calling cards in Canada. DataWave and CardCaller Canada, Inc. contributed
fixed assets, Canadian business, and certain liabilities to PhoneLine.
DCI owns 60% and DataWave 40% of the company.
The Company's consolidated financial statements include 100% of the
assets, liabilities and operations of PhoneLine. The ownership interest
of DataWave is recorded as a minority interest in the accompanying
financial statements.
NOTE 5. Wavetech International Merger
- -------------------------------------
On November 6, 1998, the Company entered into a merger agreement with
10
<PAGE>
Wavetech International. The agreement calls for the exchange of common
stock on a one share for one share basis, with Wavetech being the
surviving company, which will be renamed DCI Telecommunications. It will
be accounted for as a reverse merger. Wavetech is listed on the NASDAQ
Small Cap market (ITEL).
The merger is subject to a Form 4 declared effective by the Securities
and Exchange Commission, as well as a majority vote of the shareholders
of both corporations. Wavetech is a facilities based telecommunications
company and has approximately 2.8 million shares outstanding.
NOTE 6. IXC Communications Alliance
- -----------------------------------
In December 1998, the Company formed an alliance with IXC Communications
Services, a public company listed on NASDAQ (IIXC). IXC received a 13%
position in the Company (4,250,000 shares) and DCI received a Master
Service Agreement fixing rates and various leases for a five year period.
DCI may lease dedicated lines in England, Spain, Italy and other
countries, and will be installing switches in IXC facilities in the U.S.
and abroad.
The Master Service Agreement has been capitalized at $15,671,875 and will
be amortized over five years.
NOTE 7. Pro Forma Financial Information
- ---------------------------------------------------
The following table summarizes the unaudited pro forma results of
operations of the Company for the nine months ended December 31, 1998 and
1997, assuming the acquisitions of CardCall, CyberFax, Muller, PEL,
Travel Source, Edge Communications, Wavetech International, Inc. and the
joint venture had occurred on April 1, 1997. The pro forma financial
11
<PAGE>
information presented is not necessarily indicative of the results of
operations that would have occurred had the acquisitions taken place on
April 1, 1997 or of future results of operations.
Nine Months Ending Three Months Ending
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
Net sales $28,432,534 $11,297,635 $11,096,683 $3,043,006
----------- ---------- ----------- ---------
Income (loss):
Continuing operations $(2,935,993) $ (2,547,583) $(955,562) $(909,773)
Discontinued operations -- 1,870,633 -- 2,980,856
------------ ------------ ----------- ---------
Net income (loss) before
preferred dividends $(2,935,993) $( 676,950) $(955,562)$ 2,071,083
======== ======== ========= ===========
Net income (loss) per share:
Continuing operations $ (.15) $ (.14) $(.04) $(.05)
Discontinued operations -- .09 -- .15
-------- ----------- --------- ----------
Net income (loss) $ (.15) $ (.05) $(.04) $ .10
======== ========= ========= ==========
Weighted average shares
outstanding 25,063,178 20,297,414 26,256,652 20,783,993
========== ========= ========== ==========
12
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Management's Discussion and Analysis of
Financial Condition and Results of Operations
Overview
- --------
The following discussion and analysis provides information that
management believes is relevant to an assessment and understanding of DCI
Telecommunications, Inc. and its subsidiaries (collectively, the
Company), consolidated results of operations and financial condition for
the nine months ended December 31, 1998. The discussion should be read in
conjunction with the Company's consolidated financial statements and
accompanying notes.
The Company, since its recent acquisitions, operates predominantly in the
telecommunications industry providing a broad range of communication
service. The Company's services include long distance, prepaid phone
cards, motion picture distribution, a travel agency, as well as real-time
fax over the Internet. Through continued investments and fiscal 1998
business acquisitions, the Company has expanded its business into rapidly
developing markets.
Recent Acquisitions and Dispositions
- ------------------------------------
In the quarter ended June 30, 1997, the Company acquired CardCall
International and CyberFax. CardCall International, through its
subsidiaries CardCall UK and CardCaller Canada, sold prepaid phone cards.
In the third quarter of fiscal 1998, the Company sold its phone card
distribution contract in the U.K. for $9,000,000. Due to a non-compete
clause in the sale agreement, CardCall UK discontinued its operations
after the sale. During fiscal 1998 the Company also discontinued
operations of Privilege Enterprises Limited and its Alpha Products
division due to a lack of profitability.
On March 31, 1998 the Company and DataWave Systems, Inc. formed a new
company, PhoneLine CardCall International ("PhoneLine") for the
marketing, sale and service of prepaid long distance phone cards in
Canada. The accompanying financial statements include the results of
PhoneLine for the nine months ending December 31, 1998. This new company
joins together two of the larger prepaid phone card distributors in
Canada, and the Company is expecting economies of scale by facility and
staff reductions, as well as better long distance rates with carriers.
DCI owns 60% and DataWave 40% of PhoneLine.
During the quarter ended June 30, 1998 the Company acquired Edge
Communications, Inc. This acquisition gave the Company a meaningful
entrance into the U.S. prepaid phone card market. Edge had sales of
$8,780,000 for the twelve months ended March 31, 1998 and has been
sustaining rapid growth in the last several months.
13
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Liquidity and Capital Resources
- -------------------------------
At December 31, 1998 the Company had unrestricted cash of $2,112,629 and
$42,000 of marketable securities. During the quarter ended June 30, 1998,
the Company sold SmarTalk stock realizing net proceeds of $8,125,000. The
Company repaid its loans of $4,939,000 which it had borrowed against its
position in SmarTalk stock.
Also, on June 9, 1998 the former shareholders of Muller Media exercised
their put options to receive $2,000,000 in cash, and the Company
repurchased 800,000 shares of its common stock. The Company received
$1,170,000 of Muller Media's cash with the acquisition.
Other sources of cash during the first nine months included $2,750,000
from the sale of preferred stock, and $691,000 from the exercise of stock
options.
Year 2000 Issues
- ----------------
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. In other
words, date-sensitive software may recognize a date using "00" as the
year 1900 rather than the Year 2000. This could result in system failures
or miscalculations causing disruptions of operations, including, among
others, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.
Company's State of Readiness
One of the Company's critical internal areas is its information
technology systems, including general ledger, accounts receivable,
payable, inventory and related packages for DCI and each of its
subsidiaries. In this regard, the parent company has installed new
software that is Year 2000 compliant and plans to install the same
systems in each of its subsidiaries prior to September 30, 1999.
All of the Company owned switches, used to direct and monitor long
distance telephone traffic, are currently Year 2000 compliant according
to the manufacturer. Other less critical internal systems such as
telephone and voice mail systems are in the process of being evaluated.
The Company also has relationships with outside third parties that could
impact its business. The most important are the carriers that process and
monitor the Company's long distance and prepaid card phone calls. All the
carriers expect to be Year 2000 compliant and are in various stages of
readiness. The Company's travel business is partially dependent on an
outside reservation system representing many airlines. This system
expects to be compliant by the end of 1998, and accepting year 2000
bookings by January 4, 1999.
14
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Costs
The Company is addressing Year 2000 issues in house and at the present
time the only other costs involve the purchase of financial software
packages. Total costs are estimated at $110,000. Costs incurred to date
are approximately $23,000.
Risks
The Company believes that its most reasonable likely worst case Year 2000
scenario would be if any of its third party long distance telephone
carriers were unable to properly monitor or admit authorized personal
identification numbered prepaid phone card calls through their systems.
The time frame for the carrier to fix the problem, or the ability of the
Company to recall prepaid phone cards and switch to another carrier with
competitive rates, could cause a material business interruption.
The risks associated with the failure of the Company's financial
software, or third party payroll preparation and stock transfer system,
are considered less severe in that the Company believes switching to
other vendors or using other methods would be relatively easy.
The risk of failure of the third party airline reservation system is that
the Company would have to secure its travel arrangements by methods that
would be more cumbersome and time consuming than the current automated
system.
Contingency Plan
The Company is still evaluating whether it will develop a contingency
plan for any of the risks noted above. A decision is expected by June 30,
1999.
Consolidated Results of Operations
- ----------------------------------
Nine Months Ended
December 31,
1998 1997
---- ----
Net Sales $27,014,284 $ 3,176,484
- ---------
Net sales increased $23,837,800 in the 1998 nine months compared to the
comparable 1997 period. Edge sales of prepaid phone cards since its April
30, 1998 acquisition amounted to $19,660,000 due to rapid growth and new
contracts. Muller Media, which was acquired as of June 9, 1998, accounted
for approximately $2,295,000 of the increase. The prepaid phone card
sales of PhoneLine in 1998 exceeded CardCaller Canada 1997 sales by
$1,212,000. Travel Source sales were up $137,000 in 1998, and European
sales were up $534,000.
15
<PAGE>
1998 1997
---- ----
Cost of Sales $24,233,400 $2,748,059
- -------------
Cost of sales in 1998 exceeded 1997 by approximately $21,485,000. Edge
cost of sales associated with sales since acquisition noted above
resulted in $18,259,000 of the increase. Costs associated with the
recently acquired Muller Media accounted for $1,608,000 of the increase.
PhoneLine 1998 costs exceeded CardCaller Canada by $1,049,000. Cost of
sales for European operations were up $469,000 on increased sales. Travel
Source costs increased $100,000 on increased sales.
1998 1997
-------- --------
Selling, General & Administration Expense $1,977,537 $431,269
- -----------------------------------------
Selling, general and administrative increased $1,546,000 over the 1997
period. CyberFax costs increased $75,000 principally due to higher
research and development costs as its product got closer to market.
Expenses of the newly acquired Muller contributed $182,000 to the
increase. Increased operations in Europe added $135,000 to the increase.
SG&A expenses of PhoneLine, a much larger operation than CardCaller
Canada in 1997, accounted for $406,000 increased costs. In addition,
CardCaller Canada was only owned for seven months of the 1997 period.
SG&A expenses of Edge since acquisition were $468,000. Corporate
increased account for the balance.
1998 1997
---- ----
Salaries and Compensation $1,849,990 $ 438,652
- -------------------------
Salaries increased $1,411,000 over 1997 levels. Salaries at the corporate
level increase $257,000 due to wage increases and additional personnel
added due to growth. The acquisition of Muller accounts for $373,000 of
the increase. Salaries in Europe have increased $205,000 as operations
have now increased. Salaries at Edge have amounted to $382,000
principally due to expanded operations. PhoneLine nine month salaries
were $90,000 higher than CardCallers 1997 seven months.
1998 1997
---- ----
Amortization and Depreciation $697,608 $27,196
- -----------------------------
The $27,000 in 1997 represents depreciation expense for continuing
operations. Included in 1998 is depreciation of $206,910, amortization of
Travel Source goodwill of $3,750, Muller goodwill of $72,000, CyberFax
goodwill of $37,500, CardCaller Canada goodwill of $150,000 and Edge
goodwill amortization of $227,448.
16
<PAGE>
1998 1997
---- ----
Professional and Consulting Fees $752,505 $319,445
- --------------------------------
Professional fees increased $433,000 over the 1997 period. Professional
fees at corporate were $278,000 higher than 1997 charges principally due
to outside legal charges as the Company expands and additional accounting
charges for restatements. Edge professional fees amounted to $103,000 due
to its dramatic growth. Legal and accounting fees of the newly acquired
Muller and increased CyberFax fees principally account for the remaining
difference.
1998 1997
---- ----
Interest Expense ($80,669) ($ 7,913)
Interest Income $136,269 $ 4,276
- --------------- -------- -------
Net Interest $55,600 ($ 3,637)
Interest expense increased in 1998 principally due to corporate short
term borrowing earlier in the year.
The $132,000 increase in interest income is a result of $38,000 earned by
DCI on short term investments plus $97,000 of interest earned on short-
term investments of the newly acquired Muller Media.
1998 1997
---- ----
Discontinued operations - Computer Board -- ($559,840)
- ----------------------- - Prepaid Phone
Card - UK -- ($647,948)
- Gain on Phone
Card Contract -- $3,078,421
- Privilege Card -
PEL ($231,437)
The computer board loss in 1997 reflects the discontinuance of the Alpha
Products division at September 30, 1997. Included in the loss was the
write-off of unamortized customer base totaling $493,000. The prepaid
phone card discontinued loss was due to a non-compete clause in the 1997
distribution contract sale to Smartalk for $9,000,000, which necessitated
the shut-down of the UK operations. The $3,078,421 phone contract gain is
the result of the Smartalk sale. PEL operations were discontinued in the
last quarter of fiscal 1998 due to lack of profitability.
17
<PAGE>
1997 1998
---- ----
Preferred Dividends $902,851 $369,376
- -------------------
Preferred dividends increased $533,475 in 1998. The increase is related
to the presumed incremental yield the investor may derive from the
discounted conversion rate of preferred stock issued by the Company
during the year.
18
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Page 20
19
<PAGE>
ITEM 6 - Exhibits and Reports on Form 8K
On November 16, 1998, the Company filed a Form 8K which included a merger
agreement between the Company and Wavetech International, Inc. Dated
November 6, 1998.
On January 14, 1999, the Company filed a Form 8K which involved a Master
Service Agreement with IXC Communications Services, Inc.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DCI TELECOMMUNICATIONS, INC.
(Registrant)
Dated: May 11, 1999 By: Joseph J. Murphy
----------------
Joseph J. Murphy
President
By: Russell B. Hintz
----------------
Russell B. Hintz
Chief Financial Officer
21
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