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Prime, here's what Mcmeekin said during the Q1 CC in May ...
"Thirdly, I want to just provide that we have now in place a structure to take out the debenture. I know it's on many people's mind, and it accommodates the needs and requirements of candidates in the Middle East, who we've been talking to, and U.S.
So that's favorable to all parties and as things are appropriate, we will update everyone, but that's the path we're on, and we're very bullish about that path forward. Now let me move to more general updates."
Are you saying that the comment you posted from the CFO came AFTER this and they somehow didn't realize this restriction prior to beginning the negotiations w/ investors in the M.E.? This seems hard to believe even for them.
I believe the $6M USD cash collection from Agnity will hit in Q3 along with a + revenue adj. I don't believe the Agnity adj will result in any actual lost assets, but it's all very confusing to me. Check Note 4 in the Financials, where it explains the $2.6M rev adj. The way I read it is that the adj was for revenue recognized up-front in prior periods (probably as Initialization) which was attributed to Agnity and had to get backed out. I don't understand why they are referring to it as a "customer contract" and I also don't understand why there had to be another adj to revenue in Q2 which wiped out nearly 100% of their Initialization revenue. So you're telling me 100% of Initialization Revenue in Q2 was attributed to Agnity? Makes no sense.
This is just a nightmare for investors. I have asked all of these questions directly to Mgmt/IR via e-mails but they've stopped responding to me. Mcmeekin said in April he'd be happy to set up a call w/ me and then didn't respond to any of my follow-ups regarding scheduling it. I'm not going to stop trying though. The BOD doesn't hold them accountable. The Analysts don't hold them accountable. I'm at least doing my part to let them know at least someone is paying attn and taking note of all their BS.
p.s. I mentioned above that I didn't think the Agnity adj would result in any lost asset connections, but what good is the asset connection count anymore? The Q2 Asset Care recurring rev was about $1M LESS than it was in Q3 of 2021 even after adding back the Q2 Agnity adj's! Despite the fact they had 4K more assets connected than they had back then. It's crazy.
The Cash Flow Statement tells the story. They only had C$1.9M cash to start the Qtr and ended the Qtr with C$4.4M. They burned C$12.4M from operations and raised a net of C$15M via Financings.
1.9 + 15 -12.4 = 4.5
Keep in mind that the CR loan was the equiv of approx $19M CAD, so there was also a net of approx (4.0M) in other financing activity during the Qtr (mostly attributed to loan repayments). What other interpretation is there other than the CR loan was used to cover their operating losses and also repay some other debt?
Here's Mcmeekin's response re the allowable usage of the CR funds during the 2022 Q1 Call.
Brian Kinstlinger — Analyst, Alliance Global Partners
And then the last thing I want to talk about and then I'll get back into queue with one more question probably is the $15 million of funding from Carbon Royalty, that's to fund the first 50 dealerships. Can these funds also be used for other purposes, or only the dealership? And is that separate from—
Russ McMeekin — Co-Founder, President, and Chief Executive Officer, mCloud Technologies Corp.
Only dealerships.
Here's a comment he made during the 2021 Q4 call re the equipment orders for EV charging.
"Through our relationship with Carbon Royalty, the reason we have capital up front is to get ahead of the curve and start placing orders, which we have done."
mCloud reported a total of $36K in "Acq of Prop and Equip" on the Cash Flow Statement for the first 6 mos of 2022.
I'd love for someone to tell me what I'm missing here.
Yep, that's what they told us, but you tell me what I'm missing. They received the $15M USD in April/May and the debt appears on the 6/30 B/S (see Note 8.) However, they had a cash balance of only $4.4M CAD as of 6/30. Do you see any EV charging assets on the books? Maybe I'm missing something obvious, but what I see is an operating cash burn of $12.4M in the Qtr.
I've inquired multiple times about this with IR and Mgmt, but have gotten no response. I've apparently been blackballed because even Andrews won't return my messages anymore and he was always good about responding. I guess I crossed a line at some point.
One thing I keep coming back to is Marin Katusa's role in all of this. The fact that Carbon Royalty loaned mCloud $15M given the state of mCloud's balance sheet, cash burn and pending debenture maturity is interesting to say the least. Katusa is not only the co-chair of Carbon Royalty, but he was also a major player involved with mCloud's debenture financing in 2019, which came due in June. According to his own sub service(*), he put up $5M of his own money as part of the financing and marketed the deal to his subscribers to fund the rest.
Katusa obviously knew the status of mCloud's financials at the time CR lent the $15M in May. He's no dummy. He had to know that those funds specifically ear-marked for the EV charging roll-out were about to be eaten up to cover operating losses. Does he still hold those debentures? If so, one could certainly raise the question of a potential conflict of interest here with the mCloud debt that he holds and the CR loan that was made. I can't believe that's the reason behind the loan though. The CR exec team and BOD is stacked with some very influential people. He somehow had to convince them that mCloud was a safe investment. I think it's probably safe to say that he wasn't anticipating the delay in the Preferred financing approval though.
So, what does Katusa and CR know that we don't? Or are they just really horrible at analyzing risk (like me apparently).
(*) https://www.theinvestorspodcast.com/wp-content/uploads/2019/12/June-2019-Katusas-Resource-Opportunities-TIP.pdf
I have suspected that could be the case, but who knows. It could also have something to do with this being Preferred shares with a separate public listing, or maybe the fact that the market cap is so far below the $75M threshold now. Or maybe, like everything else, they just grossly miscalculated how long it would take. Who knows with this crew. An absolute debacle.
Not the next week, nor the two weeks after that. Maybe week 4 is a charm?
Which comes first, regulatory approval or 70K assets?
Anyone have any clue what happened to all the money they received from Carbon Royalty? Have been trying to get this answer from IR/Mgmt but no response. They received $15M USD (>19M CAD) to fund the first 30 dealerships in early May, but had a cash balance of just C$4.4M on 6/30. Maybe I'm missing something but I don't see C$15M worth of EV charging assets on the books.
Don't you think maybe that was a question the analysts should've asked. After all, Mcmeekin did say that they were "definitely on track" for 45 dealerships by year-end. Seems kind of important.
If anyone has any insight into this, would love to hear it.
Yea, according to their 2021 Annual report he owned 229,538 sh (1.42%) as of 12/31/21. Once this Preferred deal closes that % will be effectively cut almost in half. He has diluted the snot out of his own stake as well, which is very worrisome to me. Given the way this Preferred deal has been handled, it appears to me he is attempting to maximize the % of the co. the Preferred holders will receive with no regard for the common shareholders.
I don't know what the plan is here, but It's smelling worse and worse. I've tried repeatedly to speak with Mcmeekin to no avail. I recently reached out to the three Independent Directors. Highly doubt I'll hear back, but I'm not going out quietly.
... excuse my math error.
The full allotment of Preferred shares would convert to 13.2M. There are currently 16M common issued.
13.2 / 13.2 + 16 = .45
So the Preferred owners will have a 45% stake even prior to any warrant conversion.
At a $2.25 conversion price, we should expect the common to trade at an approx 10% discount to that, so I'd expect the common to trade at right around $2.00 prior to the Preferred listing. The least they could've done is give the Preferred a cool stock symbol and try to turn it into a meme stock.
Worse and worse.
Another F-1 Amendment and you guessed it, we got hosed again.
When this deal started ea preferred share was convertible into 5.26 shares, then it went to 6.25, then it went to 9 and now it's 11. It also went from 1/2 warrant for ea Preferred share to a full warrant. So basically, shareholders are being diluted nearly twice as much for the original proceeds amt, plus the issuance of 4x the number of warrants.
If you are an investor in this co., you should be outraged at how this has been handled. It's an absolute mockery. When this deal is done, if the full allotment is sold, the Preferred owners will hold roughly a 33% ownership stake in the co. And if all the warrants exercised, it would be around 60%. It's absolutely insane. And oh yea, they get a 9% interest pymt on top of it. Who are they? What's the end game? Whatever it is, you can rest assured shareholders will most likely get screwed and Mcmeekin will be well taken care of.
Make your voice heard.
p.s. anything you want to discuss off the board, hit me up via DM @dvp25 (twit). Time to get more active.
Trying to make sense of this Q2 report and the adjustments.
There's a lot here that just doesn't make sense to me. I don't want to keep posting a bunch of detailed analysis on here that I'm sure hardly anyone cares about. So if anyone would like to discuss this report in some detail, you can DM me on Twitter @dvp25 (I don't have a IHub account to msg). I'll leave the rest of you good folks alone.
- DVP
Plan to solve mCloud's financial woes.
Create "mCloud Golf" a subsidiary dedicated to lobbying PGA golfers to jump ship to the LIV tour. Imagine the funding they would get from the Saudi's for that. No warrants, no interest, just straight cash whenever needed. Problem solved. You're welcome.
We'll have to agree to disagree on that first comment Tick.
Quick follow-up on the Agnity Adj's, Proj Serv Revs and year-end asset target after listening to the CC.
1. It seems as though there were actually two different adj's made for Agnity. The first was a $2,6M charge to write off the B/S items that was made clear in the PR. However, there were also adj's made to both the Initialization and Recurring revenue items. These were detailed in the presentation, but not explained as to why they were required, only that they would be non-recurring. However, I think it does at least reveal that the $2.8M in recurring revenue that was lost from the paused assets was at least mostly recovered. Here's how I calculated that. The presentation provided a "Without Agnity related impact" amount for the revenue line items. The recurring figure for this was $5.6M. I've calculated that the recurring should be around $7M if you added back in the rev for the paused assets. So there's still a $1.4M deficiency, but they also mentioned on the call that there would be approx $1M per Qtr in rev from Agnity "maintenance" that would be permanently removed from Revenue going forward. So add that back in and you get $6.6M. Still missing about 400K but close enough to suggest they recovered most of the paused revenue I guess.
2. Russ's answer to the Proj Serv e-mail question probably pissed me off as much as anything on the call. He acted like doing $0 was acceptable because they are converting that rev to subscriptions. First, we certainly haven't seen the impact of that.
Second, did he just forget that he said they would still do $2.5M - $3M per Qtr going forward when restrictions were lifted? Did he just forget that he said they had a $12M Proj Serv backlog back in Nov '20 and they've only done about $2.5M since? Where's the remaining backlog?
3. His comments about hitting the 90K asset target were also frustrating. He seemed to want to frame it with a region by region breakdown. That's not the problem, the problem is connecting > 22K assets in 2 qtrs, something they've never even approached before. He did mention "mid-thousands" at one point regarding Q3 connection activity and "double-digit thousands" for Q4. So I guess that means like 5-6K in Q3 and 16-17K in Q4?? Does ANYONE actually believe that? I sure don't.
The earnings report was atrocious, but I thought the conf call was at least somewhat better than the previous few. Maybe it's just me searching for hope, but I sensed that Mcmeekin was speaking with some more confidence this time around, and my BS detector wasn't lighting up as much as usual. I thought this was most evident during the e-mail submitted questions, which provided a few interesting and seemingly honest responses (whoever submitted some of those must be awfully sharp.)
There's some serious #$@%! going on here with that Agnity transition.
They recognized almost ZERO Initialization revenue in the Qtr on 2921 assets, citing the "timing of the Agnity transition" WTF does that mean?
They recognized only $4.7M in recurring rev on 67,471 assets, despite generating $6.625M in recurring rev back in 2021 Q3 on 63,453 assets. So where is the $2.8M in recurring rev previously lost from "paused" assets? Mcmeekin specifically told us they were all back online to start Q2. Did they recover that and then the "timing of the Agnity transition" took it away again?
Generating $117K in Proj Serv rev, when they told us they would be back up to $2.5 - $3M with no restrictions? What about the backlog that should be around $10M even if they didn't do a SINGLE DOLLAR of additional business since Nov '20. Why are they not implementing the backlog? Does it even exist?
Rather than telling me they "remain on track to achieve our target of 90,000 connected asset and workers by the end of year", despite needing to implement over 22K assets in 2 Qtrs to get there, I'd rather they just call me a F'ng idiot and kick me in the nutz. It would be less insulting.
I don't even know what to say anymore.
I don't even understand what I'm reading.
FWIW, if you lower the asset connections to 2K for the Qtr, it would set the low-end est at around $9.65M, if still holding the other 2 assumptions to be true.
Despite the fact that would still reflect a q/q increase of over 100%, I would consider that a horrible Qtr given the circumstances and would be demanding answers from the co. (and not getting any I'm sure). We all realize most of that growth would be a one-time adj to reflect the recovery of "paused" assets and Proj Serv and Initializations coming off a near-zero base. I guess it would still make for a decent headline though.
Yea, he basically gave 3 different answers in one exchange.
1. Couple of thousands in 6 weeks
2. A thousand in 6 weeks
3. A thousand per month
LOL ... take your pk. The fact he isn't able to give an exact number is a joke. I can't imagine he's not updated on that number at least weekly or even daily. Also, they need to be connecting over 8K/mo to hit their year-end target. So if the contracts are in place and there are no restrictions, what's his excuse going to be if they report like 2K assets? IMO, anything under 5K and he has some serious explaining to do.
Trust me, I am fully prepared for another major disappointment. Like I said, I do not have a high level of confidence that those 3 assumptions are true.
That being said, I can give you a very good reason why the 70K asset mark could have been hit with little fanfare promoted by the co. Because for the past couple years, that number has been promoted as the threshold where they would be generating positive operating EBITDA. But what happens if they hit that number and it becomes painfully clear that was not true? How big of a deal would they want to make of 70K assets when it exposes yet another falsehood they pushed on investors?
Q2 Earnings Preview
Here's my est for the low-end of Q2 revenue *IF* the following 3 pieces of information straight from Mcmeekin turn out to be at least mostly true. Needless to say, that means my level of confidence in this estimate is not real high.
1. That they connected "a couple thousand" assets in the 1st 6 weeks of Q2. If that's the case, then I'm assuming at least 4K assets connected in the Qtr.
2. That all of the "paused" assets were back online to start Q2. If that's the case then all of the lost recurring rev between Q3 and Q4 should be recovered.
3. That the Proj Serv rev will return to a $2.5 - $3M range now that pandemic restrictions have been lifted. If that's the case then I'm assuming at least 60% of the low-end of this guidance to be hit.
So here we go ...
(all figs in millions of CAD)
4.0 (starting base of recurring rev from Q1)
+ 2.8 (recovery of recurring rev from "paused" assets)
+ .1 (Q1 "over-time" rev not yet recognized - 2 mos / 774 assets / $72MRR*)
+ .3 (Q2 "over-time" rev - 1 mo / 4000 assets / $72MRR*)
+ 2.2 (Q2 Initialization rev - 4000 assets / $550**)
+ 1.5 (Q2 Project Services)
_____________________________
10.9M Total Revenue
This should be the low-end of Q2 revenue IF the assumptions are true. Anything lower than that number and investors should have a lot of questions for Mcmeekin, because it would mean we've been badly misled once again, IMO.
Of course, any connections above 4K should increase this number. Other factors that could lead to a higher reported number would be the addition of 3D Digital Twin revenue in the Qtr, higher Proj Serv Rev, and a higher MRR/asset for recurring rev or higher Initialization rev per asset realized. It's unclear how initialization rev will look for contracts exceeding the typical 3-4 yr contracts (e.g EV charging and Aramco deals).
* $72 MRR based on Q1 avg and prev long-term est provided in Corp Presentation.
** $550 IR based on trailing 4 Qtr average.
p.s. I'm not a Financial Analyst, just a retail investor who has gotten his ass kicked in this stock, so please don't take this as any kind of "professional" opinion. Just thought I'd share for anyone interested and in the same miserable boat as me. If nothing else, it provides a baseline to determine where and how badly we've been misled once again. Let me know if anyone sees any problems with my calculations or has anything to tack on.
So when these preferred shares hit the market (presumably next week) they'll represent approx 36% of the company (9M/25M). So our common share market cap will still be based on the 16.15M shares outstanding but will only represent 64% of the company's total market cap. I would imagine the common will trade around a 10% discount to the conversion adj Preferred price to reflect the interest on the Preferred. So with the Preferred trading at the $25 issue price, the common should trade at $2.50 (25/9 * .9). Which is exactly where the common trades right now. Which means had they not amended the deal terms so unfavorably over the past 3 months, the common stock would be at (25/5.26 * .9 = $4.28 ). A good illustration of how badly we got screwed.
I'm assuming this means the F-1 was approved?
https://docoh.com/filing/1756499/0001193125-22-218145/MCLD-8A12B
After we've been pummeled for 3 months. Great.
What if the financing is being delayed because the SEC rose a red flag over the strategic investors in S.A.? We all know where all the wealth comes from in S.A. and mCloud just signed an agreement with Aramco, so could there potentially be a conflict there? Just a thought. Maybe those investors were rejected from the deal and now Russ has to shop it elsewhere and they've got him over a barrel so to speak. That would explain the delay AND the erosion of the deal terms.
Just a thought with nothing to back it up other than what we know from the F-1.
Let's also not forget what the original bond was issued to finance. It was for the Autopro acquisition, which gave them their Eng Services business. Do you know how much revenue Autopro did in the 12-months prior to the acquisition? According to the below release, it was C$35M. Do you know how much in Eng Serv rev mCloud has generated in the past 12-months? C$514K. What in the world happened? I know what Mcmeekin would tell us. He'd blame it all on pandemic restrictions and then tell us some of it is by design because they are converting some of that Eng Serv rev into subscription rev. Oh yea, so where is THAT revenue? Oh, that's blamed on the pandemic too? I see.
Here are some gems from Russ re the Eng Serv biz over the years:
8/13/2020:
Analyst: "Do you expect project revenues to remain under $1 million in 3Q and in 4Q based on whatever winded visibility you have right now?"
Mcmeekin: "No. No, we have contracts now that will drive above that so that was a unprecedently low. We did see some projects contracts come in early in this quarter that will be implemented that will drive revenues up."
2020 Q3 Reported Proj Serv Rev: C$958K
2020 Q4 Reported Proj Serv Rev: C$1.00M
5/25/21:
Analyst: "Thanks guys. Wanted to ask about engineering services revenue, how fast and to what extent do you expect it to bounce back as we start coming out of COVID?"
Mcmeekin: "... So, we'll probably get to the $2.5 million per quarter. That's about 2.5 million to 3 million max is the range that we'll probably end up being in. Let's assume that by Q4, we could be at that level to specifically answer your question."
2021 Q4 Reported Proj Serv Rev = C$110K
2022 Q1 Reported Proj Serv Rev = C$30K
This guy doesn't just miss projections he misses in spectacular fashion.
https://investor.mcloudcorp.com/press-releases/press-releases-details/2019/Universal-mCloud-Completes-Acquisitions-of-Fulcrum-Automation-Technologies-and-Autopro-Automation/default.aspx
Couple of additional notes on the F-1 ...
1. While the conversion price of the preferred shares has plummeted from $4.75 to $2.75 and the number of warrants increased proportionately, surprisingly the conversion price of the warrants has remained at $4.75. Next shoe to drop?
2. The increase in dilution to this deal is even greater than I originally posted because I had forgotten that the original deal was only giving 1/2 warrant per converted preferred share and now we seem to be up to a full warrant. So originally it was 5.26M sh + 2.63 warrants = 7.89M, and now we're up to 9M + 9M = 18M.
What an absolute debacle they have turned this into. Why have they not done anything to try to support the share price and prevent further erosion of the deal? If they have actually accelerated the asset connections in Q2 as projected, then why not release those numbers ahead of the Q2 report? Either Q2 is another massive disappointment or they screwed us over by not putting out that number, imo.
They have amended the F1 again ...
and we are getting absolutely screwed over. This F1 started with a conversion at $4.75, was then amended to $4.00 and now has been amended yet again to $2.75. So the amount of dilution (including warrants) has gone from 10.5M shares to now 18M shares. This is insane. The longer they drag this out the worse it is going to get.
I just can't imagine how this could have been handled any worse. If it's just a matter of "approval" then why do they have to keep lowering the conversion price?
I find it odd that they felt compelled to update the status on 6/27 and 6/30, then missed their target date by over 3 weeks, and have provided no further updates since. I'll never figure these guys out.
We're now 3 weeks past the date around which the financing close and bond repayment was supposed to have happened and we've heard nothing since 6/30. I'm now starting to wonder if this $6M pymt from Agnity is somehow related.
If there's anyone out there still holding onto this stock, how worried are you about this delay? The company seems to still be hiring, so I guess that's a good sign but I'd be lying if I said this delay wasn't worrisome. Why did they give updates on 6/27 and 6/30 and not a word since?
mCloud got $6M from Agnity to buy out the royalty agreement?
That's rather interesting. Looking at some of the details of the original agreement in the annual report ...
"As consideration for the amendment, the Company agreed to fix the royalty payment at US$10,000 per month commencing in March 2019 and to assume $43,050 of Agnity’s liabilities payable to a third party."
So they got $6M for a royalty stream of $10K/mo? I would imagine that Agnity is paying the $6M to get out of the control clauses that went along with the royalty agreement. Either way, it's cash that is certainly needed.
https://investor.mcloudcorp.com/press-releases/press-releases-details/2022/mCloud-Enters-Into-Technology-Continuation-Agreement-with-Agnity-Global-Inc/default.aspx
Was a little encouraged today with the > 80K volume, until I saw this ...
https://smallcapfirm.com/sms-pages/mcld-is-a-low-float-nasdaq-idea-fitting-the-breakout-mold-based-on-5-potential-explosive-catalysts/
Looks like a pump from some tout service. Can't tell for sure, of course, that this was the reason but there was no other news and the stock has been trading about 4K sh a day. Sure would be nice though if the co. had some good news to report to get it out there while the stock was on more people's radar like this.
Why hasn't the financing closed yet?
They've had three years to prepare for this. Everything always seems down to the wire with these guys. Do they ever have a plan for anything?
Like Mcmeekin setting a goal of 45 auto-dealerships to be connected by year-end and then, when asked by the analyst for a deployment update during the last CC, he responds that they will be adding a dealership "every couple of weeks." Oh really, so as of 5/17 with 32/33 weeks left in the year, you're going to get to 45 dealerships by connecting one every couple of weeks? Then we wonder why they are never able to hit a target.
IMO, it depends on what we see over the next 3 Qtrs. If the contract backlog is real and the Aramco deal is more than just another flashy "partnership" with no real substance, then there is no excuse that they shouldn't be connecting 5K+ assets every qtr for the foreseeable future. If they can't prove they can do that with pandemic restrictions "behind us" then it sure doesn't bode well for investors IMO either.
"First of all, I want to thank everyone on this call for your patience for the last year and a half. Seems a lot longer, but year and a half has been fairly challenging and I thank you all for your patience. This is, however, all behind us now, so we're ready to move on and rock here. "
- Russ Mcmeekin (F2022 Q1 CC 5/17/22)
Let's see if Russ can "rock".
There were a couple amendments to the F1 over the past week (1/15 and 1/18).
The conversion price was updated from $4.75 to $4.00, which means ea preferred sh will now convert to 6.25 common rather than 5.26. It also means the number of warrants issued will increase by the same ratio. We also now know the total amt of the deal to be US$25M (excluding discounts, fees and overalottments). This would convert to about C$32M. With approx C$23M to cover on the debenture, it doesn't leave a whole lot left for "growth capital" esp considering they almost have to have been tapping into that credit facility the past few months.
The hits just keep coming. I can't help but think back to December 2020 when they were closing the convertible bond tranches and released a PR stating:
" The debenture funding, along with capital “pull forward”, is anticipated to be more than sufficient to fund the Company’s continued growth to the inflection point where AssetCare Over Time revenues sustain the direct expenses, which is estimated to occur in mid-2021 at 70K connected assets."
I'd total up the cumulative dilution since their funding was deemed "more than sufficient" but that might make me vomit.
Where is the news of the financing close? Volume has absolutely vanished over the past few weeks. We need to get rid of this overhang so we can start looking forward.
Why can't we ever get a PR that provides some actual concrete numbers?
https://investor.mcloudcorp.com/press-releases/press-releases-details/2022/mCloud-and-Mercedes-Benz-Grand-Prix-Limited-Connect-AssetCare-at-Brackley-Home-of-the-Mercedes-AMG-PETRONAS-Formula-One-Team/default.aspx
Hey, give him a break we're almost at $50 million, that's almost 5% of the way there!
Yea, a lot of the early assets that I think were acquired via acquisition bring in very little MRR. It's why the avg MRR was recently in the low $30's even though their lowest priced asset is about $50/mo. When you do the math, it's pretty surprising how little rev they generate from those early assets** It's no wonder why so much attn was put on the asset count rather than rev.
I've considered the possibility that those early contracts could be repriced to higher levels when they roll-over, but I wouldn't count on it. I think the BOA contract (> 3000 assets) has already rolled over. But who knows going forward. It would be a great question for Mcmeekin if investors ever had a forum to actually ask him anything.
** For Q4 2019 they reported 1.3M in over-time rev on 41K assets. That computes to an avg MMR/asset of $10.55.