To: Parker Benchley who wrote (18423 ) 3/31/2000 4:51:00 PM From: Baldwin Read Replies (1) | Respond to of 19331
March 2000 Dear Friend of DCI: As we approach the end of our fiscal year, we thought an update of Company activities was necessary to set the stage for the beginning of our next fiscal year. For the nine months ended December 31, 1999, the company has reported a $27 million loss of which approximately $20 million is related to non-cash write offs of the IXC master service agreement and goodwill relating to Edge Communications. In addhion, the company incurred $1.9 million in additional non-cash charges relating to depreciation and amortization. Edge suffered lingering problems from its service disruption in late 1998 and into 1999, due to a supplier failing to remain current with its carrier. These problems contributed to $3.6 million of the loss. As mentioned in our previous letter, Management has spent a great deal of time restructuring certain operating subsidiaries. As a result the Company's: European subsidiary has fought its way through various technical difficulties in getting new traffic up and running in the UK. We are pleased that despite these difficulties, it has several contracts in place and is running traffic for prepaid cards and call shops. Prepaid products have been restructured and combined with our European subsidiary to ensure continued growth, profitability and market penetration; Media division has continued to grow profitably and is expected to continue its growth as it expands its film library and as it explores other opportunities including media access over the Internet; Travel division continues to be marginally profitable and opportunities are being explored which may provide growth for this division. With respect to the Securities & Exchange Commission investigation, to recap, an order suspending trading of DCI stock was issued on May 3, 1999. After five months of reviewing over 25,000 pieces of data sent to them and interviewing at least ten individuals, the SEC requested the Company to file a Wells submission or position statement, which was completed on October 14, 1999. During this time frame, at least two market makers filed Forms 15C2-11 with NASD compliance. This is a form which is required to be filed by market makers in order for DCI's stock to resume publishing bidlask quotations on the OTC Bulletin Board. It appears that until the SEC finalizes matters, these forms will not be processed. The Company changed Rs independent outside auditors, and has voluntarily commissioned the new firm, Feldman Sherb Horowitz & Co., to complete an audit of the Company's books, for the period ended September 30, 1999. This audit, which commenced in December, is an act of good faith by the Company to demonstrate to the SEC and the investment community that the current financial status is accurate and complies with Generally Accepted Accounting Principles (GAAP) and it will assist the Company in fts year end audit. Our business opportunities in Spain required a large capital infusion for implementation. As a result of the SEC investigation, we have been unable to raise the necessary capital to implement our plans in Spain at this time. The agreements that were previously negotiated in Spain are still in place and will be revisited once sufficient funding has been secured. Page 2 We have been successful in restructuring operations in the United Kingdom so we are able to realistically offer services which will be profitable for the Company. Additionally, discussions are taking place with several UK based Internet companies which will, when finalized, expand the company's offerings to include various Internet products and services. We have been through a very difficult and frustrating time during the past year, but believe the worst is behind us. Despite all the obstacles, we have been successful in completely restructuring our company so we may move forward without the burdens of the past. Sales volume may be lower than it has been historically but that is a short term situation. Management believes that its current plan will restore the sales volume while improving overall profitability. Management is looking at every potential opportunity to increase shareholder value which may include selling certain operating units. The Company will comply fully with the 'substantially all' rule which basically means that any proposed sale of a large segment of DCI's assets would require shareholder approval. Benefits received from the disposition of any of the operating units or assets would revert to DCI's shareholders. We sincerely appreciate the patience shown by those of you who have stood by the Company during the recent struggles. Please rest assured that everyone within DCI is working toward rebuilding and restructuring the Company with the best interests of its shareholders in mind. At the time of this writing a new Website has been developed. We welcome you to visit it at dcic.com. Signed, Co-Presidents John J. Adams Lawrence Shatsoff