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I had not seen that before, but not a word of it surprises me. It was clear from the very first filing after the loan was received that these funds were not being used for their stated purpose. These guys were complete frauds.
"Finally, in or about October or November 2022, during a phone call among
mCloud and ERC, McMeekin admitted that he and mCloud had knowingly misappropriated the
loan proceeds for purposes other than the EV Dealership Projects, and that “it is what it is.”"
Shameless
It's hard to believe how these guys are still operating. Where is the money coming from? It's also funny to me that after all the announcements of an MOU, certifications, licenses, Google Cloud partnership, etc that NOW they're ready to start implementing in the Middle East after they destroyed every last penny of shareholder value. Of course, this is probably just more hot air from these guys with little to no substance behind it ...
https://investor.mcloudcorp.com/press-releases/press-releases-details/2023/mCloud-Joins-Google-Cloud-Launch-in-Saudi-Arabia-to-Announce-AssetCare-Now-Hosted-in-Region-and-Commercially-Available/default.aspx
It's truly unbelievable what he has done here. For a long time, despite MANY clues that this guy could not be trusted, I just couldn't believe that he could be lying about certain things. Like in Nov '21 during the CC when he claimed to have close to 90K assets under "signed contract". I would tell myself, he couldn't possibly lie about SIGNED CONTRACTS. I remember thinking during the 2022 Q1 Conf call, when he finally lifted his "pandemic restrictions" excuse, that he has nowhere left to hide. They HAVE to start implementing that backlog now, right? What could he possibly blame things on now that he can no longer blame everything on the pandemic! Well, he simply stopped reporting asset connection numbers by Q3 and by Q4 stopped reporting EVERYTHING. There are so many other complete BS statements that he made that I've considered writing an entire expose of the whole ordeal and try to get it published on a Financial site. He deserves to be exposed for what he did to investors, and the CFO too. She went right along with all of it.
I don't know how to explain the Aramco "deal" and the Mercedes one as well. The Aramco MOU was actually publicized on the Aramco website and Toto Wolff, the head of the Mercedes F1 team, actually participated in a video promoting AssetCare at their facilities. How do you have business relationships with the biggest company in the world and one of the most powerful brands in the world, and shortly after become exposed as a completely failed company. Remember that Carbon Royalty farce of an agreement, where they were going to implement their tech at all those car dealerships and had all those LOI's lined up, and CR was going to loan them the money to finance it all? They got the $15M, but what did they do with it? Did they ever go live with a single dealership?
It's all just a colossal failure that I believe needs to be thoroughly investigated. I've personally been in contact with a class-action lawyer in Alberta, but it's unlikely that course of action will work, given the insolvency of the company. What will there be left for shareholders to recover, not to mention the law firm's required compensation. If anyone else has had conversations with lawyers or the SEC regarding the execs at mCloud, I'd be interested in hearing about it.
(you can DM me on Twitter @dvp25 if you want to discuss privately)
It should come as no surprise that Maxim and ATB are the "Financial Advisors" to this new "Special Committee" formed to explore strategic alternatives for the company. These are the same two banks whose analysts have let Mcmeekin off the hook time and time again with softball questions that failed to hold Mcmeekin accountable for his preposterous guidance and targets from previous calls. It's shameful on every level.
Something else to keep an eye on are the Preferred shares (MCLDP). They haven't really budged since the announcement. Granted there is almost no volume in these shares at all, but it looks like 1700 sh traded yesterday at $25.12. That converts to a little over $1/sh in the common. Why would someone pay over $42K for those shares at that price? My only guess is that it has something to do with those funds being held in escrow so they are considered protected. No clue really.
Here's something even harder to believe than that. Their CFO was part of an Oracle Netsuite sponsored panel of "female finance leaders" yesterday. The promo for the event read "Data supports that firms with female CFO's produce superior stock price performance compared to the market average." The irony was not lost on me as her appearance on the panel occurred on the same day the company essentially announced that they are on the verge of collapse and also would not meet their filing deadline. No shame I guess (or even awareness).
I wonder what is going to become of the Preferred Shares (MCLDP)
If you recall, they actually reported the closing of $10.5M of the $25M Preferred offerring back in December, but the PR cited that ...
"The net proceeds from the initial closing will be held in escrow until mCloud has proceeds, including from potential subsequent closings of this offering or the Company's previously announced non-brokered common share offering, sufficient to satisfy the convertible debenture debt."
Considering they never reported the closing of the remainder of the offering, I would assume the money is still in escrow. I would also assume the investors will be trying to get that money back.
It should also be noted that despite announcing an upsizing of their concurrent common share offering to $18M last November due to "strong demand", they never announced a single penny of that offering actually closing.
How does a deal have such "strong demand" and never close?
It's incredible when you go back and look at it ...
All the the partnerships and MOU's w/ Aramco, Mercedes, Invest Alberta, Fidus, Carbon Royalty, etc
Windfarms in China and EU (including largest operator in Europe)
Shopping malls in China
IAQ at small/medium sized businesses and Govt Buildings in both NA and KSA
Oil wells in NA
EV charging stations in NY and CA
Refineries in KSA
Methane LDR w/ Aramco
Heat Exchangers in Alberta
"Very large" connected worker deals in China and SA
Demand response w/ BC Hydro and Con-Edison
Signing contracts "all over the place" in SE Asia
The list goes on and on and on ...
The most egregious of all, in my opinion, were the various comments over the years re their alleged contract "backlog", including this exchange back in Nov '21
Ryan Kienstlinger — Analyst, Alliance Global Partners
Okay, and then, can you quantify? I know you give a pipeline slash backlog. Can you quantify the
number of signed—sorry, the total number of assets in signed contracts, as well as the backlog that’s signed for TCV?
Russ McMeekin — Co-Founder, President, and Chief Executive Officer, mCloud Technologies Corp.
Yes, so very specific number of assets is about close to 90,000.
It was this information that kept me invested in this pig, despite all of the warning signs. I assumed that much of what he was saying was total BS after a certain point, but I did not believe he could be making up data about actual "signed contracts" in backlog. Does anyone now believe that those contracts actually existed back in Nov '21?
If there is ever a class-action, this should be Exhibit A.
The 10K filing deadline for a company mCloud's size is next Friday, March 31st. They have yet to announce the scheduled conference call. It's looking more and more like we're going to get a Friday after the bell earnings dump. Perhaps they hold the CC on the following Monday, or maybe they just hide from investors altogether. Nothing would surprise me from these folks.
We have 10 days left in the Q1 and we haven't even gotten a PR about scheduling the Q4 CC.
Are they even going to hold one or are we at the stage of them literally hiding from the public?
By next week, it will be a FULL YEAR since the constraints to their business, resulting from the pandemic, had supposedly been lifted ...
"... in fact, carries through to about mid-March. Now that’s behind us pretty much everywhere, in fact, everywhere is behind us. "
- Russ Mcmeekin 4/4/22
This coming after almost two years of investors being told that a contract back-log had been building up as they continued to sign up customers but were unable to implement until the "pandemic restrictions" were lifted. As of mid-August, Mcmeekin was still sticking to his 90K year-end target.
Mcmeekin may be able to continue BS'ng his way through conference calls, putting out fluff PR's, modifying performance metrics, posting blogs and ESG articles, signing "partnerships" etc to keep skating by with no accountability for awhile longer, but he should NOT be able to hide from the public comments he's made regarding the contract backlog. If that contract backlog is not proven to exist, there should be legal accountability. Too many people, including myself, have lost large sums of money believing that this contract back-log existed ...
11/12/20: "Bottom line going into 2021, of our top 10 customers, if you look at the contracts we have in backlog right now, we have over $50 million going into 2021."
5/25/21: "So other than what we converted to revenue, we added double-digit of millions in just recently."
11/29/21: "Yes, so very specific number of assets (under signed contract) is about close to 90,000."
12/07/21: "These contracts are comprised of AssetCare™? solutions for wind, communications, and oil and gas. The total contract value for these awards is expected to exceed US$5 million, with contract formalities to be completed this month."
3/2/21: "mCloud announced it had signed new AssetCare contracts at six oil and gas facilities in Alberta, including the adoption of mobile connected worker and connected asset solutions by multiple oil and gas companies in the province."
8/16/22: " ... but we just look today, that's $83 million of TCV, of which the Middle East will grow disproportionately. But for now, Middle East is 22% of the $83 million, Asia-Pacific's 18%, UK/EU's 14%, and North America is 45%"
8/16/22: "Asia Pacific, we started again signing some very large oil and gas deals all over the place. So inSoutheast Asia, in Australia -- so that's definitely back and rocking ... "
Yea, it was the ole' "Update" without actually providing any real update. What did we learn ... absolutely nothing. Previous "updates" told us the common share financing would close in November then December now supposedly February. Nothing they say can be believed.
Over 2M shares traded off of a PR about presenting at a Conf. next week.
This stock has gotten onto the radar of the day traders the past couple weeks. You could see it building on social media $MCLD. All it took was a PR with very little substance to get the pump going. Would be nice to get some actual meaningful news while it's on people's radar. Like how about closing that common share offering that we were told had commenced 2 months ago? Or maybe completing the Preferred offering, which has closed only $10M of the $25M thus far. Or, dare we say, announce some actual contract wins or asset connections or contract wins or anything substantive?
Great pump dude. Stock tanked over 20% immediately after your post.
LOL ... you ticked the top.
You won't fool anyone here. Get lost.
It's now been 4 full weeks since mCloud anounced that they had commenced the closing of their common share offering.
Had they actually "commenced" the closing when they say they did, why hasn't it closed 4 weeks later? I think we all know the answer to that.
What still amazes me about this guy is his sheer audacity. I've been in this game a long time and I certainly understand that CEO's will always put a positive spin on things and play games with the numbers and it's the investors job to read between the lines. However, what this guy has been willing to say publicly in order to keep his narrative in tact is truly incredible and he continues to get away with it, enabled by his inept BOD and analysts he can count on to never follow-up on his previous statements.
Take the Q2 Conf Call for example, which took place on 8/16, half-way through Q3. He was still sticking with his 90K year-end asset target - implying 23K more assets by year-end - and indicated it would be weighted more to the 4th Qtr with "... mid-thousands in this quarter, and then double digits of thousands." Just think about that for a second given the context of what we now know from the Q3 call in November. He's telling us they will do "mid-thousands" in Q3 at a point where they had done virtually NOTHING in the Qtr up to that point and were in the process of converting their platform to the Google Cloud which apparently shut-down their connection activity completely. He HAD to know this at the time he was giving us his phony guidance on Aug 16th. In fact, during the Q3 call he said the Google plan actually was initiated back in July 2021 and "we finalized everything by August (of this year)" Yet, he still had no problem telling investors in the middle of it all that he was still on track for his year-end goal.
There are numerous other examples, which are just as egregious that I could provide. I've even sent numerous of these examples to the Chairman, Michael Allman, but never got a response. They are all complicit, including the CFO who has gone right along with all of it.
People love their end of year "Lists". Perhaps a Top Ten list of Mcmeekin's biggest loads of BS is in order ...
The "Agnity" adjustments are a total mess. They received $6M USD but also took massive hits to their revenue as a result of the transaction. It's hard to understand, esp when you can't believe anything they tell you about it. At first it was a $4M hit to annual recurring rev and then somehow it morphed into $7M by the next call. All I know, is that it all netted out to an operating cash loss of $23M in the first 9 mos of the yr.
As we wind down 2022, let's take a minute to wrap up Mcmeekin's "Big Lie" in a neat little bow.
1. 70K assets = Positive Operating Cash Flow (or EBITDA ... wtf cares)
2. "Close to 90K assets" under signed contract (as of Nov '21)
3. "Pandemic Restrictions" the only impediment to implementation
4. Restrictions lifted "in fact everywhere" (as of March '22)
5. Tracking to 90K assets by year-end w/ "mid-thousands" to be connected in Q3 and "double-digit" thousands in Q4 (as of Aug '22)
6. Almost zero assets connected in Q3 (based on Q3 Initialization rev b/c they stopped reporting asset connections)
7. $23M Operating Cash burn 2022 YTD
They claimed in the Q3 CC that $1M of the Sal & Ben were "costs related to headcount reductions." I'll believe that when I actually see a reduction in Sal & Benefits and not a minute sooner. I believe literally nothing they say anymore.
Prime, there won't be any "call" on Thurs. They won't make that shareholder meeting accessible to anyone outside the Hotel Valley Ho conf room. They will get in and out of that meeting as soon as humanly possible and hope that nobody shows up.
... and the market shrugs and says 'big deal, this barely covers your debt that is now almost 180 days past due + Fiera loan repayment and we still don't believe a word that comes out of Mcmeekin's mouth.'
I at least expected the stock to trade up to the $1.14 secondary price on this news. Although, you have to consider the question of why anyone would pay as much as $1 for the common when they can wait for the Preferred shares to list and get the common at an equiv price of $1 + 9% interest + free warrants. I think we'll have to prob wait for MCLDP to list before we see any reaction in the price. Who knows.
Happy Holidays
p.s. I'm a fool too Bill. I got duped by the charlatan.
F-1 Amendment #11 ... what's the all-time record?
Can someone explain this to me? ...
If there is an $8 VWAP Event (as defined in the Prospectus Summary) on or after [ ], the Series A Preferred Shares may be redeemed at our option, in whole or in part, within 90 days after the date of the $8 VWAP Event at a redemption price of $25.00 per Series A Preferred Share, plus all dividends accumulated and unpaid (whether or not declared) on the Series A Preferred Shares up to, but not including, the date of such redemption, upon the giving of notice.
If these Preferred shares are convertible at $1 and the share price of the common goes to $8 then who would possibly allow their preferred shares to be redeemed for par value when they could convert and recognize a 700% gain on the common? What am I missing here?
They "commenced closing" of the latest secondary 9 days ago. How long will this closing process take? There's no amount of time that would surprise me. I believe nothing that they say anymore.
"preparing to close" and "progress being made"
... at this point one can only laugh.
https://investor.mcloudcorp.com/press-releases/press-releases-details/2022/mCloud-Commences-Closing-of-the-First-Tranche-of-Previously-Announced-Non-Brokered-Common-Share-Offering/default.aspx
They are really good though at writing blogs and re-posting ESG articles on Twitter and Linkedin.
If you still have any money invested in this company or have taken losses previously, contact the company and DEMAND that they give you a full accounting of how almost $4M in recurring revenue per Qtr has been lost since Q3 of 2021 when they reported $6.625M. Their explanations do not add up. They told us that Agnity would result in $1M/Qtr in lost rev and they told us that they took offline about half their assets at an avg of $11/mo (34K * $11 *3 = $1.1M). So where is the remaining $2M/Qtr in lost AssetCare revenue?
E-mail them, Call them and DEMAND answers. This is BULLSH!T. I'm coming at them from every angle possible until I get an answer to this question.
Yea, you're probably right. This whole "rationalization", or whatever the heck they're calling it, probably wasn't even his call. Remember, he said during the last call that the Agnity lost revenue was $4M/year ... now it's apparently $7M? He's so full of it. It's just non-stop B.S. And the CFO too, she's either part of this or an unwitting fool.
For two full years everything was blamed on "pandemic restrictions". Then during the April CC we're told the restrictions have been lifted as of mid-March "in fact everywhere". The company is "ready to rock" and go "gangbusters". There's going to be 25K assets connected in the 2nd half. I remember posting that 'he's got nowhere left to hide'. I mean what could his next excuse be right? Well, how about basically just blowing up the whole model and wiping out the previous metrics? Even I couldn't have predicted he would go that far.
And this is all because of the Google migration? You mean that same Google migration that he said had been in the works since sometime in 2021? So between Aug 17th and Sep 30th that all just sprung up on him and shutdown their asset connections? He had no idea on Aug 17th it would impact his 2H targets? Half-way through Q3 he's telling us they'll do "mid-thousands" of connections in Q3 and "double-digit-thousands" in Q4 and he had no idea what was happening with their operations at that time, right? That's what he expects us to believe?
AND SIX MONTHS LATER AND HE STILL HASN'T GOTTEN THE F1 CLEARED
It's absolutely unbelievable.
Nothing is for certain with these guys. The next shoe to drop is we'll probably find out that the margins on the Saudi assets are less than the Chick n Dip gets on their curly fries.
The only thing I can really see giving us any chance to recover our losses here is an announcement of a major commitment from Aramco. Something of at least 20K assets. Not a target, but an actual commitment.
20K assets x $150 x 12mo = $36M ARR
Yep ... awaiting regulatory approval wouldn't have anything to do with lowering the conversion price. They must be either stalling this themselves or perhaps are experiencing both regulatory AND investor problems.
Look on the bright side, when they cash in these warrants, it will bring in $166M! All they have to do is get the stock up over $5 ... LOL
So to recap, this F-1 started at 1M Preferred shares convertible into 5.26M common with 5.26M warrants. We are now up to 1.4M Preferred shares convertible into 35M common shares with another 35M warrants. So we've gone from 10.52M sh potential dilution to 70M. That is on a 16.1M share baseline. Just an absolute debacle. The only thing that could have made it worse would have been if they lowered the warrants to $1. Incredibly they are still at $4.75.
So prior to any warrants being exercised, they will be at the equiv of 62M common sh (including the Preferred conv and latest 11M common offering). Getting this stock back to where it was just last year at the time of the uplisting ($4.50) would require a $280M total market cap.
Mcmeekin's own holdings have been diluted to oblivion.
He has run this company into the ground.
mCloud updated the Investor Presentation on their website for the first time since July. They usually send out an e-mail notice when it's updated but I don't think they did this time (or I missed it).
Haven't had a chance to really comb through the details yet, but there were a lot of changes made, including incorporating the Google Cloud stuff. It kind of looks like maybe it's not finished, but they needed to get something out there to replace what was now obsolete.
https://s21.q4cdn.com/959970859/files/doc_presentation/2022/10/mCloud-Investor-Deck-October-2022.pdf
His presentation was at 8:50 ct this morning according to the agenda. I would guess it was probably more of an oversight given everything going on there right now than it was anything intentional. But who knows.
Yea, they released the PR after his scheduled presentation was completed .. haha. I would very much like to see it as Higgins has taken on an important role with the co. A lot of speakers from major players at that conf and one of the keynotes was from mCloud. Not sure how they got that slot, but it would be nice to be able to see a replay and see what this guy has to offer.
Exactly, that is my point. They are not providing us metrics with the intention of giving us a barometer to track the performance of the company. They are giving us metrics as a way of distracting us. I could give other examples of this.
They did the same thing when they first reported their TCV metric back in Nov '20. Did they then update that for us ea subsequent Qtr? No, they morphed it into a nebulous TCV + Pipeline Number which rendered the comparison (and the metric itself) useless. Eight months after they first provided us that $178M TCV + Pipeline number they DID actually provide an update to it, if you can believe that. You know what it was? ... $178M LOL.
IMO, the SAAS metrics they gave before, like just about every other new piece of info they've given during CC's (pull-forward revenue anyone?) is more about providing a shiny new object to distract us from their dismal performance than it is anything else.
This is what they do and I'm afraid now that this latest Google news will be their latest shiny new object to distract from:
Missing their 90K target
Missing their 45 dealership target
Not coming close to positive EBITDA at 70K assets
Massive dilution
Still haven't closed the Preferred
and on and on and on ...
That language was already "smoothed". You should see what I really want to send them. That's about as nice as I can be to people who have disrespected ME so much by bullsh!tting me for two years.