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MCLD.V - Universal mCloud Corp

Le Management livre sur ses promesses. Premières belle étape matérielle franchie. Le modèle SaaS mis en place par Russ va trrouver preneur dans divers secteurs.

Universal mCloud and Fulcrum Automation Technologies Sign Global Licensing Agreement for AssetCare in Oil & Gas Targeted at US$15M

  • Universal mCloud and Fulcrum Automation Technologies (“Fulcrum”) sign a three year renewable global service agreement targeted at US$15M
  • mCloud will deliver its core AssetCareTM platform – AI, Cloud, 3D, and Mobile capabilities – to Fulcrum’s Oil & Gas customers globally
  • Fulcrum to use AssetCare to expand its developing network of well-established service providers focusing on global, blue-chip oil, gas and refining companies
  • AssetCare will be a decisive technology differentiator for Fulcrum and its customers

VANCOUVER, Feb. 27, 2019 /CNW/ - Universal mCloud Corp. (TSX-V: MCLD) (OTCQB: MCLDF) (“mCloud” or the “Company”), a leading provider of Artificial Intelligence and Analytics solutions for IoT-connected asset care technology, today announced the signing of a three year renewable license and distribution agreement (the “Agreement”) with Fulcrum Automation Technologies Ltd (“Fulcrum”) to deploy mCloud’s AssetCare offering in the oil, gas, and refining industries, targeted at US$15M in AssetCare subscriptions.

Under the Agreement, Fulcrum will retain global exclusivity for AssetCare in the oil, gas, and refining industry. Exclusivity is contingent on Fulcrum providing US$5M or more in AssetCare subscriptions every 12 months.

“We created AssetCare with the objective to serve a diverse portfolio of critical assets,” stated Russ McMeekin, President & CEO of mCloud. “The application of AssetCare in the oil, gas and refining markets presents a strong opportunity for mCloud to broaden its reach, achieve higher margins and address the industry’s need for deep energy analytics. mCloud will leverage its Founders’ decades of experience working with many of the global Fortune 50 companies in the market and will greatly benefit from Fulcrum’s strong presence in the industry.”

“Russ and I have defined the initial technology applications, customers and assets we will be focusing on. We will begin to scale very quickly and work towards exceeding the minimum annual subscription targets.” said Shane Maine, Chairman of Fulcrum.

mCloud and Fulcrum have identified select customers for early application of mCloud’s AssetCare solutions. To serve these customers, mCloud expects to expand its technology and business development teams to include professionals with oil, gas, and refining expertise who can lead deliveries in the Middle East and North America.

About Universal mCloud Corp.

Universal mCloud is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an Artificial Intelligence and Analytics, IoT connected asset care cloud solution company utilizing connected IoT devices, AI, deep energy analytics, secure mobile and 3D technologies that rally all asset stakeholders around an Asset-Circle-of-Care™, providing complete real-time and historical data coupled with guidance and advice based on deep analytics and diagnostics resulting in optimal performance and care of critical equipment. It’s all about the asset. The powerful and secure AssetCare™ environment is accessible everywhere, 24/7 through standard mobile devices, ruggedized headsets, and web browsers. For more information, visit www.mCloudCorp.com.

About Fulcrum Automation Technologies, Ltd

Fulcrum Automation Technologies is creating the world’s premier control systems integrator, offering integration project services, subscription-based data analysis and SaaS platforms to clients in the oil & gas and petrochemicals industries. Through the use of Artificial Intelligence, Industrial IoT and cloud computing, Fulcrum Automation Technologies will provide predictive analysis, real-time data and top-decile reporting to optimize asset performance.

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Universal mCloud to Acquire Fulcrum Automation Technologies and Autopro Automation

  • Fulcrum and Autopro are expected to bring C$35 million in revenue and C$5.5 million in EBITDA to mCloud on trailing twelve month basis
  • Makes mCloud a leading provider of disruptive AI, 3D, and cloud computing solutions to the oil and gas sector
  • Transaction expected to close in July 2019

VANCOUVER, April 24, 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, announces the signing today of a letter of intent to acquire Fulcrum Automation Technologies (“Fulcrum”). In parallel, Fulcrum has today entered into a letter of intent to acquire Autopro Automation Consultants Ltd. (“Autopro”), resulting in a three-party transaction that will make mCloud a major technology provider in oil and gas (the “Transaction”). The Transaction is considered an at arm’s length fundamental acquisition.

mCloud will leverage its AssetCare™ platform for AI, 3D, and cloud computing with the proven industrial automation expertise and customer footprint of Fulcrum and Autopro to integrate AI-based technologies across the oil and gas industry. This announcement follows on from the Company’s prior announcement of the signing of a C$15 million licensing agreement with Fulcrum.

As a result of the Transaction, mCloud expects to add approximately C$35 million in revenue and C$5.5 million in EBITDA.

“Combining mCloud with Fulcrum and Autopro will let us help oil and gas providers all over the world use AI and analytics to tap into large volumes of data in the cloud at a fraction of current IT costs,” said Russel McMeekin, mCloud President and CEO. “While our relationship with Fulcrum began with a licensing agreement signed last February, as we began to work together, we decided that a full combination created the most value for both shareholders and customers.”

“We see considerable synergies aligning Fulcrum and Autopro with mCloud, as the combined entity now has the advanced technology and deep industry expertise to potentially drive considerable revenue growth in the oil and gas sector globally,” added Shane Maine, Chairman of Fulcrum. “The mCloud transaction will bring disruptive capabilities to Autopro’s core business of better optimizing customer assets.”

“mCloud’s AssetCare provides exceptional strategic alignment with Autopro’s expertise in industrial process control,” stated Mike Lane, Autopro CEO. “The combination of our in-depth knowledge of process industry facilities with mCloud’s cutting edge AI and analytics will enable us to deliver even greater value to customers while helping them manage and optimize the performance of their facilities.”

The Transaction will be structured such that Fulcrum will initially acquire 100% of the issued and outstanding shares of Autopro for cash and common shares of Fulcrum (the “Autopro Acquisition”). Immediately thereafter, mCloud will acquire 100% of the issued and outstanding shares of Fulcrum. Fulcrum is currently debt-free.

Upon completion of the Transaction, mCloud will own 100% of Fulcrum and indirectly Autopro. The total consideration value, subject to adjustments, will be satisfied through C$18 million of cash, to be funded by C$18 million debt to be raised prior to closing, and the issuance of 60 million mCloud common shares. The shares will be distributed to the shareholders of Fulcrum and Autopro with exact allocation yet to be determined. Based on a closing share price of C$0.41 on April 23, 2019 the total transaction value is C$42.6 million.

The Transaction, which remains subject to satisfactory completion of due diligence, the entering into of a definitive agreement satisfactory to the three parties, and a management information circular prepared in connection with a meeting at which approval of shareholders will be sought, is expected to close in July 2019.

Additionally, completion of the Transaction is subject to the satisfaction of customary closing conditions and required third party approvals, including the approval of the TSX Venture Exchange and mCloud shareholders. Additional information concerning the Transaction will be provided in a subsequent news release upon execution of definitive agreements by the parties.

Advisors

Raymond James Ltd. is acting as exclusive financial advisor and Owens Wright LLP is acting as legal counsel to mCloud in connection with the Transaction. Focus Merchant Group is acting as strategic advisor to Fulcrum.

mCloud Conference Call

mCloud will host a conference call at 5:00pm ET today to provide a corporate update. The call will include Russel McMeekin, Chief Executive Officer and Barry Po, Chief Product Officer.

A live audio webcast of the conference call will be available at the link below. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. The webcast will be archived at the below website for one year.

https://event.on24.com/wcc/r/1960645/7D49F04598605596D10F0E1B1026AD98.

Following the Company’s press announcement on March 28 providing an update on target acquisitions, mCloud will provide an update on the fourth quarter and fiscal year ending December 31, 2018. As a standalone entity, mCloud recorded revenues of over C$800,000 for the fourth quarter of 2018, an increase of over 300% compared to the same time period in fiscal year 2017. The Company also saw a 380% increase in connected assets totaling 28,800 in 2018 compared to 6,000 in 2017.

The Company expects to file its fully audited results for fiscal 2018 on or before April 29, 2019, including management discussion and analysis (“MD&A”) and reconciled results including entities announced in 2018 with binding agreements to be acquired by mCloud.

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.

About Fulcrum Automation Technologies Ltd.

Fulcrum Automation Technologies is creating the world’s premier control systems integrator, offering integration project services, subscription-based data analysis and SaaS platforms to clients in the oil & gas and petrochemicals industries. Through the use of Artificial Intelligence, Industrial IoT and cloud computing, Fulcrum Automation Technologies will provide predictive analysis, real-time data and top-decile reporting to optimize asset performance.

About Autopro Automation Consultants Ltd.

Autopro Automation Consultants Ltd. is a professional engineering and integration firm that specializes in the design and implementation of high-value industrial automation solutions. As one of the largest vendor-independent integration companies in North America, they provide a single source of expertise in all technologies that encompass industrial automation. Autopro was established in 1990 and has eight locations across Western Canada. For more information, visit Autopro’s website at autopro.ca.

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Pro-Forma Q418 Coupled with Sizeable Acquisitions; The Unfair Advantage Gets Better; Raising PT

Event: MCLD announced Q418 revenue and announced two acquisitions. All figures are in C$ unless otherwise noted.

Investment Thesis: We continue to forecast strong shareholder returns as mCloud gains traction and scale, over time, as a global IoT connector of assets onto the AssetCare platform. MCLD had a transformational 2018 with three acquisitions announced (nGrain, Agnity and CSA) – we expect the remaining one (CSA) to close in short order. 2019 has witnessed further strategic acquisitions (Fulcrum, Autopro) which we expect to close in July. We maintain our Spec Buy rating and raise our $0.80 12-month DCF-based price target to $1.20.

Results: MCLD announced pro-forma Q418 revenue of $3.8M vs. $3.6M q/q and our $3.9M estimate. Gross margin was ~63% vs. 68% q/q – recall Q318 results contained lesser hardware sales than normal. MCLD has 28.8K assets connected as at 2018-end, up from 6.0K in 2019, surpassing its over 28K target for the year. Full financials are to be filed on or prior to April 30.

Guidance: MCLD issued guidance on its update call and noted that excluding the Fulcrum and Autopro acquisitions, full year 2019 revenue would have been between $18.5M-$21.0M with 5-8% Adj. EBITDA margin. Including Fulcrum and Autopro, full year 2019 revenue is expected to be $55M with 15% Adj. EBITDA margin. Longer term, MCLD expects 30% CAGR growth. Also noted was seasonality of Q1 down from Q4. MCLD expects to end 2019 with over 40K assets connected, excluding oil & gas assets.

Acquisition: MCLD has agreed to acquire Fulcrum Automation Technologies and Autopro Automation in a $43M transaction that will entrench MCLD as an asset management leader in the oil and gas sector. The transaction is subject to satisfactory completion of due diligence, the entering into of a definitive agreement satisfactory to the three parties, and a management information circular prepared in connection with a meeting at which approval of shareholders will be sought and is expected to close in July 2019. Fulcrum and Autopro bring $35M in revenue and $5.5M in EBITDA on a trailing twelve-month basis as of March 31. MCLD will finance the $43M payment with the issuance of 60M common shares and $18M in cash, to be raised via debt prior to closing. The acquisition follows the announcement in February where a targeted US$15M agreement with Fulcrum was signed to penetrate the oil and gas market. Via the acquisition, MCLD has the opportunity to be a one-stop shop for oil & gas operators, providing the distribution of software and hardware, a subscription-based analytics platform and real-time decision making.

Oil and Gas Vertical: As noted in our February note here , the MRR of an oil/gas/refining connected asset is multiples greater than that of connected buildings. Gross margins to MCLD in this sector should yield ~65%. We look for announcements in this vertical to commence in 2H19.

Recent News Flow: 2019 has thus far been a news flow intensive period for MCLD. In January, MCLD announced it has secured a 9-year contract with Heiwado to implement AssetCare HVAC to one of its shopping centres in China. In February, MCLD announced a partnership with Hubei Huayan Zhidian Technology Co. Ltd. to deliver smart building technology in China and signed a three-year renewable global services agreement with Fulcrum targeted at US$15M to deliver AssetCare to Fulcrum’s oil & gas customers globally. In March, MCLD announced a signed MOU with Britwind to target upgrades of over 1,000 wind turbines. And thus far in April, MCLD announced it has deployed AssetCare in a six-year agreement at the Telus office tower and an agreement with Hubei Huayan to connect buildings in 1,200 townships in China.

Estimates Refresh: We are revising our 2019-2021 proforma rev/Adj. EBITDA estimates up to $41.6M/$5.0M, $66.3/$12.3M, and $82.9M/$19.9M to from $19.6M/$1.2M, $26.6/$4.1M, and $31.9M/$6.9M, respectively. We note our disclosed estimates are pro-forma of completed and pending acquisitions and assume Fulcrum and Autopro are integrated in pro-forma results as of April 24, 2019.

SCN: As announced on April 3, 2018 (see note here ), MCLD is partnering with SCN to bring its Smart Buildings HVAC solutions to China. SCN is one of the top 20 commercial building contractors in China with a well-established reputation for its high-quality design, construction work and innovative building technology. SCN has received multiple prestigious awards in China and holds the highest business ranking in the People’s Republic of China. We look for continued developments in China, over time, as MCLD leverages the breadth of its SCN relationship in the region with some of the largest retailers in the country.

Agnity Global : On June 21, 2018, MCLD announced the signing of a binding agreement to acquire 100% ownership of the Agnity Global royalty agreement from Flow Capital (FW-TSXV, NR). Agnity is a developer of LTE/4G/5G mobile IoT applications. Prior to this transaction, MCLD and Agnity maintained a relationship as technology partners – Agnity provided the mobile apps that supported the AssetCare solution. Agnity Global’s partners include marquee names such as Nokia (NOK-HEL, NR), Ericsson (ERIC.B-OME, NR), Tech Mahindra (532755-BO, NR), Ribbon Communications (RBBN-US, NR), and Honeywell (HON-US. NR).

CSA: MCLD signed a LOI to acquire CSA, Inc., a global leader in intelligent 3D and laser scanning software, on January 11, 2018. The acquisition is expected to enhance AssetCare’s offering by adding 3D capabilities with nGrain’s leading-edge AI skillset, in direct support of assets. The 3D expansion will support the use of AI for accurately detecting asset damage, tracking asset health issues, and assisting field services with remote guidance on AssetCare Mobile.
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Universal mCloud Files Audited Financial Results for Fiscal 2018

Les auditeurs ont fait un bon ménage on dirait bien.

C’est un peu inquiétant de voir le burn-rate aussi élevé (environ 800,000$ par mois pour 2018) et une comptabilité qui semblait un peu créative.

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Je crois que je vais avoir besoin de ton aide pour comprendre lol

Q1

Tu en penses quoi?

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Le burn-rate ne semble pas avoir diminué malgré la hausse des revenus. Tout dépend de la capacité du management à continuer de lever de l’argent, sinon ça pourrait mal tourner.

Aussi, je trouve ça un peu ordinaire comment l’entreprise présente ses résultats dans les communiqués de presse. L’année dernière, c’était seulement des résultats ‘‘pro-forma’’ qui étaient complètement différents des vrais résultats dans les états financiers.

Maintenant, la nouveauté c’est de séparer les dépenses d’acquisitions, d’intégrations technologiques et de développement de nouveaux marchés comme si c’était des dépenses exceptionnelles qui ne sont pas récurrentes. Cela dit, ces dépenses semblent bien réelles et ne disparaîtront pas demain matin.

Une comptabilité créative (réctifiée par les auditeurs) avec une présentation créative des résultats. Ce sont d’importants ‘‘red flags’’ selon moi.

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