Fiscal 2018 Operating Results Press Release and
Conference Call on April 24, 2019
Strategy and Reporting Update for All Acquisition Targets Disclosed
in 2018
VANCOUVER, March 28, 2019 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading
provider of asset management solutions combining IoT, cloud
computing, artificial intelligence ("AI"), and analytics, is
pleased to announce that it expects to issue a press release on
April 24, 2019 to update the market
on its 2018 fiscal year end audited operating results. Following
the close of markets on April 24,
2019, the Company will host a conference call with analysts
and investors. Dial-in information will be provided in a subsequent
release.
The following is an update on the news releases issued by the
Company on May 1, 2018, August 23, 2018, and November 27, 2018, including the status of the
acquisitions disclosed in those news releases and information on
each target company on a "standalone basis". The annual financial
statements of the Company will include a quarterly reconciliation
of previously issued pro forma results included in the above
mentioned news releases. At the hosted conference call on
April 24, 2019, the Company will
provide additional commentary on its business, the relevant
performance of each acquisition over the past year, as well as a
status update on in-progress acquisitions.
Agnity Global, Inc. via Acquisition of Royalty Agreement from
Flow Capital Corp.
The Company completed the acquisition of Flow Capital Corp.'s
interest in a Royalty Agreement with Agnity Global, Inc. ("Agnity")
on January 17, 2019. The Company and
Flow Capital Corp. signed a binding letter agreement on
December 13, 2018, which was subject
to the execution of a definitive agreement and receipt of required
regulatory approvals. The Company previously provided financial
information and estimates relating to the combined operations of
the Company with Agnity that were unaudited and presented on a pro
forma basis to illustrate the impact of this transaction on an as
completed basis. The Company and Agnity began working closely on
integration activities upon the signing of the initial binding
agreement and continued in this endeavor through the regulatory
approval process up to and after completion of the transaction.
The below results are for the fiscal 2018 year and are subject
to the completion of the external audit currently in progress.
Agnity Global,
Inc.
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Consolidated
Statements of Operations (Unaudited)
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United States
Dollars
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as of March
31'18
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as of June
30'18
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as of Sept 30
'18
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as of Dec 31
'18
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FY
'2018
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Revenue
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$375,000
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$485,000
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$1,717,500
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$1,910,000
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$4,487,500
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Cost of Goods
Sold
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$112,500
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$140,650
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$515,250
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$553,900
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$1,322,300
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Gross
Profit
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$262,500
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$344,350
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$1,202,250
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$1,356,100
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$3,165,200
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71%
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Operating
Expenses:
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G&A
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$256,574.18
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$256,574
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$256,574
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$256,574
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$1,026,297
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R&D
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$212,500.00
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$212,500.00
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$212,500.00
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$212,500.00
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$850,000
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S&M
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$312,678.53
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$312,678.53
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$312,678.53
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$312,678.53
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$1,250,714
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Total Operating
Expenses
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$781,753
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$781,753
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$781,753
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$781,753
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$3,127,011
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EBITDA
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($519,253)
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($437,403)
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$420,497
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$574,347
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$38,189
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CSA, Inc.
The Company's acquisition of CSA, Inc. ("CSA") is expected to
close during the second quarter of the 2019 fiscal year. Initially,
the Company and CSA signed a binding letter agreement on
December 20, 2017 that was announced
on January 11, 2018, which was
subject to the execution of a definitive agreement and receipt of
required regulatory approvals. The Company has been in the process
of converting the financial statements of CSA from GAAP to IFRS. In
the GAAP to IFRS conversion, mCloud encountered complexities in
converting the financial statements of a CSA Slovakian subsidiary.
These matters are now materially complete and the Company expects
to complete the transaction within the next several weeks. The
Company previously provided financial information and estimates
relating to the combined operations of the Company and CSA that
were unaudited and presented on a pro forma basis to illustrate the
impact of this transaction on an as completed basis. The Company
and CSA began working closely on integration activities when the
initial agreement was signed and are continuing in that manner in
anticipation of the completion of the acquisition.
The below results are for the fiscal 2018 year and are subject
to the completion of the external audit currently in progress.
CSA
Inc
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Consolidated
Statements of Operations (Unaudited)
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United States
Dollars
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as of March
31'18
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as of June
30'18
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as of Sept 30
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as of Dec 31
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FY
'2018
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Revenue
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$428,893
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$362,081
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$380,904
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$305,865
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$1,477,743
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Cost of Goods
Sold
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$147,993
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$157,840
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$143,686
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$100,118
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$549,637
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Gross
Profit
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$280,900
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$204,241
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$237,218
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$205,747
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$928,106
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63%
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Operating
Expenses:
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G&A
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$121,345
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$130,286
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$92,372
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$83,248
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$427,251
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R&D
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$35,000
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$35,000
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$35,000
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$32,600
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$137,600
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S&M
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$26,000
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$26,000
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$28,500
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$31,000
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$111,500
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Total Operating
Expenses
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$182,345
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$191,286
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$155,872
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$146,848
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$676,351
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EBITDA
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$98,555
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$12,955
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$81,346
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$58,899
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$251,755
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Ascent Aerosytems Inc.
The Company and Ascent Aerosystems Inc. ("Ascent") signed a
binding letter agreement on September 24,
2018 that was announced on September
25, 2018, which was subject to the execution of a definitive
agreement and receipt of required regulatory approvals. In
December 2018, Ascent experienced a
material increase in its military business, which has continued
into 2019. As a result, both companies have mutually agreed, with
approval from their respective boards of directors, to change the
structure of the transaction to a minority investment in Ascent by
mCloud for cash consideration of at least $500,000 as part of a syndicated investment in
parallel with other investors. mCloud and Ascent are proceeding
with all strategic partnership and joint developments previously
contemplated as part of an acquisition structure; however,
post-investment, Ascent will continue as a stand-alone entity and
not be consolidated into mCloud. The resulting impact is that the
Company will not be issuing any shares to Ascent as part of the
transaction as disclosed in the September
25, 2018 announcement. mCloud expects to use the leading
Ascent technology in its wind turbine, oil & gas and utility
transformer business. mCloud will not take part in any of the
Ascent military business or operations.
Company Conference Call
During the April 24, 2019
conference, mCloud will discuss the above mentioned updates on
their 2018 acquisitions, including providing reconciliations to the
above reported financial information with the pro forma information
previously provided in the news releases on May 1, 2018, August 23,
2018, and November 27, 2018,
which were based on an "as if closed" and an "as if combined"
basis. Additionally, the Company expects to provide a full view of
the expected trajectory of the recently announced Fulcrum
Automation and Britwind agreements, detailing the strategic
foundation of these partnerships including growth targets in 2019
and beyond.
Summary
President and Chief Executive Officer, Russ McMeekin, stated: "2018 was a year of
defining and combining the strategic components that form the basis
of AssetCare, which we use to serve multiple targeted asset types
and applications. In less than two years, our team has positioned
mCloud globally in five countries. Our mission in 2019 will be
focused on execution and robust growth and profitability."
About Universal mCloud Corp.
Universal mCloud is creating a more efficient future with the
use of AI and analytics, curbing energy waste, maximizing energy
production, and getting the most out of critical energy
infrastructure. Headquartered in Vancouver, Canada, with technology and
operations centers in San Francisco,
CA and Bristol, PA, mCloud
takes advantage of IoT sensors to bring data from connected assets
into the cloud, applying AI and analytics to maximize their health
and performance. Today, mCloud offers complete asset management
solutions to four distinct segments: smart buildings, wind energy,
utilities, and oil and gas. With over 100 blue chip customers and
more than 28,000 assets connected in thousands of locations
worldwide, mCloud is changing the way energy assets are managed.
For more information, visit www.mcloudcorp.com.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking information and forward-looking
statements are not representative of historical facts or
information or current condition, but instead represent only the
Company's beliefs regarding future events, plans or objectives,
many of which, by their nature, are inherently uncertain and
outside of the Company's control. Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information contained herein may include, but is not limited to,
information concerning the completion of certain acquisition
disclosed herein.
By identifying such information and statements in this manner,
the Company is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is speculative and
subject to a number of risks including, without limitation, the
risks discussed under the heading "Risk Factors" on pages 29 to 46
of the Company's filing statement dated October 5, 2017. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions. Although the Company believes
that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Universal-mCloud Corp