mCloud Technologies Corp (MCLD)

[Prime39]

DVP25
You are correct again. I called the company and there will not be a call in number for shareholders. I am almost speechless that you cannot call in to an annual meeting, if only just to listen. That’s a first for me. Prime

[Prime39]

Thanks

[Prime39]

Thanks DVP, and I agree, what a mess. He’s hard to understand, and it’s seems very difficult to pin him down on anything. Wish someone would do that. Prime

[DVP25]

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.

[Prime39]

DVP. Great list, but wasn’t the $23M loss after they received $7.3M for Agnity. Isn’t it really $31M for the first 9 months of 2022?

And the $80M promised in revenue on the call with Russ!
And wasn’t there $35M promised in revenue from the acquisition two years ago?
All IMO. Prime

[DVP25]

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

[DVP25]

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.

[Prime39]

Did anyone get details on the $5.8M in Q3 payroll on $2.9M in revenue?

Did they take money for themselves or pay friends and family?
Thanks, Prime

[Prime39]

Oh my goodness, you are right. I haven’t received a call in number yet. I’m going to call the company to see if they have one. Thanks, Prime

[Prime39]

Oh my goodness, you are right. I haven’t received a call in number yet. I’m going to call the company to see if they have one. Thanks, Prime

[DVP25]

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.

[Prime39]

rod and Bill, I’m there with you in the duped group. DVP’s description of Russ being a charlatan is perfect.

Looking forward to old Russ and Wayne’s comments on the call Thursday. Wish someone would take these guys to school, but that is hard to do when the Board is MIA!
All IMO. Prime

[Prime39]

rod and Bill, I’m there with you in the duped group. DVP’s description of Russ being a charlatan is perfect.

Looking forward to old Russ and Wayne’s comments on the call Thursday. Wish someone would take these guys to school, but that is hard to do when the Board is MIA!
All IMO. Prime

[rodgranite]

I'm so clueless at times

That I bought in knowing all about his history at Progressive Gaming and how incompetent and what a bullshitter he really is. I worked in the petrochemical/power industry for over 20 years so I really understood the potential here. It quickly became obvious that his claims are dubious or every refiner would want what they are offering. Clearly few people do. I dropped $20k on this and it is clearly among my 2 or 3 worst buys ever. There is no real reason to own this stock.

[DVP25]

... 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.

[Butte Bill]

What a nice Holiday Present. mCloud has finally, after more than half a year, gotten its act together, made nice with the SEC, and announced its offering of 9% perpetual bonds. I was a fool to “invest” as much as I did in mCloud. Thank goodness for greater fools. All the best to Prime, DVP, and other investors out there. It has been an interesting year.

[Prime39]

nsj,
I can only guess with Russ. Maybe to buy him 90 days, until the bigger Saudi money comes in, where these investors get their money back, and get the $4.75 warrant, for the 90-day investment. Any other thoughts out there? Thanks.
All IMO. Prime

Anyone going to the shareholder meeting next week?

[nsj]

Incredibly frustrating. I don't think you are missing anything here, this is basically a forced conversion, similar to accelerating warrant expiry. They would not be redeemed immediately, I believe you would be given 30 days to convert, there are always the few people who do not track their holdings and do not convert and therefore lose a lot of money, like missing a warrant expiry. Somebody else please correct me if I'm wrong though. A company may do this if they feel the stock price is headed higher and want to avoid further dilution.

[DVP25]

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?

[DVP25]

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.

[Prime39]

DVP. PR reminded me this all started on May 16, 2022. If Russ does not close this F-1 very soon who knows how far down it might go if mid-caps continue to slide. Maxim's PP a year ago was at $4.50, then Maxim started talking about this F-1 at $4.00, then $2.75, then $2.25 and now maybe at $1.00.

Obviously, Russ has no skin in the game because dilution means nothing to him.

Never invest in a small company where the CEO hasn't personally invested 7 figures. Still losing big here. All IMO. Prime

[DVP25]

"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

[Butte Bill]

In the new, 10th amended F-1:
“We are in the process of applying to have the Series A Preferred Shares sold in this offering listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MCLDP”. There is no assurance that our listing application will be approved. We will not consummate this offering unless the Series A Preferred Shares will be listed on the Nasdaq Capital Market. The Warrants will be listed on Nasdaq along with the Listed Warrants (as defined below) under the symbol (“MCLDW”).”

I’m not holding my breath until I get repaid. Maybe next year…

[DVP25]

They are really good though at writing blogs and re-posting ESG articles on Twitter and Linkedin.

[Prime39]

Thanks nsj.
Russ promised two major steps were to be completed by the end of November. The $18M (originally $12M) investment by a Saudi group, and the completion of the Maxim raise (their fourth try at a lower price each time) to take out the Canadian Preferred which has been past due since June 30, 2022.
I guess we should have asked Russ, which November was he referring to?
All IMO. Prime

[nsj]

Another prelim F1 filed... also no news on common share offering closing which was supposed to be end of Nov, wish I was surprised...

[DVP25]

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.

[DVP25]

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.

[Prime39]

Spot on, DVP.
Russ kept talking about opportunities they are now looking at with Google, not contracts in hand. Still just a used car salesman with vague promises and no ability to deliver results.
So now we know he sold about $7M in recurring revenue for $6M in cash earlier this year to keep his doors open. Lack of cash, or the financial investor finally made him cut his operating losses, he wouldn't/couldn't do it on his own. All IMO. Prime

[DVP25]

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.

[Tickbomb]

boom 1/2 the asset connections gone...

[Prime39]

And after months of no PR's, all Wayne Andrews, Mr. PR for MCLD, has to offer the day before it is announced that the company has burnt to the ground is a picture of a new board member. Worthless. All IMO. Prime

[Prime39]

The website says about 67,000 assets and with $2.9M in revenue, that is $43/Q or $14.42/mo. per asset.
How can Russ lose this much revenue from so many expensive acquisitions and new opportunities?
Where is the BOARD? All IMO. Prime

[Tickbomb]

oh but they see cash flow break even in 2023. 100% they will reach that target.

[Tickbomb]

where are the 90k assets? I thought they had a plan? Russ is basically removing all information and analytics on the performance because it is horrible. You will just have to trust his "numbers".

[Prime39]

Q3 Revenue of $2.9M with Payroll of $5.8M. No wonder what we haven't heard anything. Russ has burnt another company to the ground. Have I missed something here? All IMO. Prime

[Tickbomb]

https://imgur.com/a/WvHB8Nl

[DVP25]

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.

[Tickbomb]

but even if that happens. Have we actually seen any real cash flow?

[DVP25]

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

[DVP25]

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.

[Tickbomb]

It makes me think more and more that they can't sell the prefs and that's the delay.

[DVP25]

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

[Tickbomb]

It's beyond comprehendible. It's like he assumed that he could have kept raising money forever. They should have raised 100M years ago. But Russ would have spent it.

[DVP25]

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.

[Tickbomb]

I guess none of this really matters if they can't get to positive cash flow. Might as well issue 1B shares at 0.10.

[Tickbomb]

So the share structure will potentially be:

35M converts
16M Existing Common
10M offering

61M shares + Warrants correct?

[Tickbomb]

Great. They lowered the conversion price to $1. Great.

[Tickbomb]

Perfect yet another F-1A. I can't seem to read it... Ok avail on the mCloud website

[DVP25]

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