TIDMCLCO
RNS Number : 1324D
Cloudcoco Group PLC
17 February 2020
CloudCoCo Group plc
("CloudCoCo", the "Group" or the "Company")
Final results for the year ended 30 September 2019
CloudCoCo Group plc (AIM: CLCO.L), formerly Adept4 plc
("Adept4"), the AIM quoted provider of IT as a Service is pleased
to announce final results for the year ended 30 September 2019
("FY19"). These results reflect the performance of the legacy Adept
4 business only over what was a well-documented challenging
period.
FY19 Summary
-- Revenue in the year of GBP7.3 million (FY18: GBP10.2 million)
and gross profit GBP3.7 million (FY18: GBP5.7million), reflecting
the reduced emphasis on new business generation after the Board's
strategic review;
-- Trading overheads(2) fell by 23% to GBP4.0 million (FY18:
GBP5.1 million), due to reduced cost base required by as a result
of the Board's decision to focus on existing customer base;
-- Resultant Trading Group EBITDA(1) loss of GBP0.2 million (FY18: profit GBP0.6 million); and
-- Reported loss after tax of GBP5.2 million (FY18: GBP3.8
million), stated after a significant non-cash impairment charge of
GBP3.0m against goodwill and other intangible assets.
Post Year End
-- Completion of acquisition of CloudCoCo Limited on 21 October
2019, bringing a strong and experienced sales and business
development team to the Group;
-- The acquisition was satisfied by the issue of 218,160,568
ordinary shares of 1 pence each in the share capital of the
Company, representing a total value of GBP7.2 million on
completion;
-- Appointment of Andy Mills, former Chairman of CloudCoCo
Limited as Chief Executive Officer of the Company;
-- Refinancing of the Group's debt, reducing loan note debt from
GBP5.0 million to GBP3.5 million and extension of a new GBP0.5
million working capital facility;
-- Rebrand and change of the Company's name to CloudCoCo Group plc on 29 November 2019;
-- New business already being won and value of sales
opportunities growing evidencing strong sales pedigree of CloudCoCo
Limited team.
Si mon Duckworth, Chairman of CloudCoCo Group plc,
commented:
"The past couple of years have clearly been extremely
challenging for the business. However, with the acquisition of
CloudCoCo we believe we now have the right platform and the right
team to re-invigorate the business and return the Group to growth.
We are focused on four key objectives: increasing sales, reducing
customer churn, reducing costs and returning to a net cash
generation position. There are significant opportunities to improve
performance by increasing customer satisfaction through improved
customer service, combining CloudCoCo's proven and experienced
salesforce with our existing operations. This will enable more
sales to the existing customer base as well as driving new customer
sales, and this is already being evidenced by new business wins and
a growing sales pipeline. We can now look forward with renewed
confidence ."
For further information please contact:
CloudCoCo Group plc
Andy Mills, Chief Executive Officer 01925 398255
N+1 Singer (Nominated Adviser and Broker)
Peter Steel / Ben Farrow 0207 496 3000
MXC Capital Markets LLP
Charlotte Stranner 0207 965 8149
The information communicated in this announcement contains
inside information for the purposes of Article 7 of Regulation
596/2014.
(1) earnings before net finance costs, tax, depreciation,
amortisation, plc costs, separately identifiable items and
share-based payments.
(2) administrative expenses less plc costs.
Chairman's statement
The last few months have seen significant change for CloudCoCo
Group plc (formerly Adept4 plc) ("Adept4" or the "Company", and
together with its subsidiaries the "Group") as we begin our journey
of returning the Group to growth, profitability and delivering
improved shareholder value.
Following the acquisition of CloudCoCo Limited on 21 October
2019, the Company's name was changed to CloudCoCo Group plc
("CloudCoCo Group") on 29 November 2019. The results contained
within this report reflect trading for the year ended 30 September
2019 ("FY19") and as such relate to the period prior to the recent
changes within the business. The Company is therefore referred to
under its former name of Adept4 in the context of last year's
performance.
As the challenges of FY19 have been well-documented in previous
shareholder reports and detailed commentary is provided elsewhere,
I have instead focused on the steps taken by the Board to move the
Group forward in a positive way.
Overview and strategy
As previously reported, the Group has been challenged in the
recent past by the general level of economic uncertainty in the
market coupled with the investments made in a new sales team during
the previous financial years not delivering the results the Board
had expected. Continued delays in new sales in FY19 led to the
Group experiencing monthly Trading Group EBITDA(1) and cash losses.
As a result, and in order to protect the cash reserves of the Group
whilst the Board considered the strategic options available to the
Company, the decision was taken to focus on the Group's existing
customer base with less emphasis on new business acquisition.
Whilst this led to reduced revenue and gross profit, it requires a
significantly lower operating cost base and therefore a cost
reduction programme was implemented which completed in March
2019.
The performance of the Group was further affected by the loss,
in April 2019, of a customer contract which had generated GBP0.7
million of revenue in the year ended 30 September 2018. The
combined effect of these changes meant that during the year, the
Group returned to modest levels of monthly Trading Group EBITDA
profit generation and reduced levels of monthly net cash outflows
(after plc costs and debt service costs).
The Company explored several strategic options and the Board
concluded that the acquisition of CloudCoCo Limited ("CloudCoCo")
(the "Acquisition") represented the best opportunity to return to
growth and generate long-term value for all stakeholders.
CloudCoCo was established in September 2017 and started trading
in April 2018. It was formed by the former sales directors of
Redcentric plc (a UK managed service provider) and offers a variety
of cloud computing services, IT hardware, managed IT services,
voice and connectivity solutions via its partner ecosystem, aiming
to provide its customers with a simplified approach to IT services.
Though only recently established, CloudCoCo has a very strong and
experienced sales and business development team which had already
shown its ability to win new business using its agile sales
methodology.
The Acquisition completed on 21 October 2019 and was facilitated
by the issue of 218,160,568 ordinary shares of 1 penny each in the
share capital of the Company, representing a total value of GBP7.2
million on completion. At the same time Andy Mills, Chairman of
CloudCoCo, joined the board of Adept4 as Chief Executive
Officer.
We are pleased with the progress Andy and the senior management
teams of both businesses have made so far. Some details of the
progress to date are given below and we look forward to updating
the market further as the team continue to make progress.
Financing
In 2016, the Company issued unsecured loan notes with a value of
GBP5.0 million to BGF Investments L.P. ("BGF"). These loan notes
were repayable between 2021 and 2023 and carried a coupon of 8% per
annum, payable quarterly. In addition, BGF held 50 million options
in the Company at an exercise price of 6 pence per share.
On completion of the Acquisition, GBP1.5 million of the loan
notes were waived and cancelled by BGF, reducing the Company's
liability to GBP3.5 million. MXC Guernsey Limited, a wholly owned
subsidiary of MXC Capital Limited ("MXC"), who currently hold 15.2%
of the shares in the Company, purchased the remaining GBP3.5
million loan notes from BGF and restructured their terms. The loan
notes now carry a coupon of 12% per annum which is rolled up,
compounded annually and payable only at the end of the term. The
term of the loan notes has been extended to October 2024 with no
repayment due until that date unless the Company chooses to repay
early. At the same time, MXC extended a GBP0.5 million, 2 year,
working capital facility to the Company with interest charged at a
rate of 12% per annum on amounts drawn down.
As part of the refinancing package, MXC also cancelled the
warrants it held over 5% of the then issued and to be issued share
capital of Adept4 and BGF's options were repriced to 0.35 pence.
BGF exercised all of its options in October 2019 (and sold the
resulting shares issued) and, as MXC no longer holds warrants in
the Company, the only obligations over the Company's shares are in
respect of outstanding staff share options. As part of the
Acquisition, the Board agreed to put in place a management
incentive scheme over an amount equal to up to 15% of the Company's
post-Acquisition share capital to motivate and retain certain key
staff. It is envisaged that this scheme will be implemented during
the current financial year.
People
Having the right management team in place is key to the success
of our business. The Acquisition brought a strong team which have
been able to complement and enhance our existing management team.
Andy Mills, former Chairman of CloudCoCo, has joined the Board of
Adept4 as Chief Executive Officer, focussing on driving the growth
of the enlarged Group. Mark Halpin (founder and former Chief
Executive Officer of CloudCoCo) is leading the Group's business
development activities.
The Company has recently announced a further key appointment,
with Mike Lacey taking on the role of full time Chief Financial
Officer ("CFO"), a role previously performed on an interim,
part-time basis by Jill Collighan, CFO of MXC. Jill will continue
on the Board as a non-executive director.
Chairman's statement (continued)
We previously announced Tom Black's intention to step down from
the Board as a non-executive director once a suitable replacement
has been found. The search for a replacement for Tom is well
underway and he will therefore stand down as a non-executive
director at this year's Annual General Meeting. I would like to
place on record my thanks to Tom for all of his work over the past
7 years and especially during the recent difficult times.
Given the enormous change which has taken place within Adept4 in
the past year, I would, once again, like to take this opportunity
to thank our dedicated staff. There have been many examples of our
people simply continuing to work very hard to produce great
outcomes for our customers despite the significant challenges we
have faced, and I would like to assure them of the Board's
appreciation.
FY19 results
As explained above, the challenges of the past few years have
been well-documented and significant change has already been
effected in the Company in the first few months of the current
financial year. The Acquisition was completed 3 weeks after the end
of FY19, with the new management team therefore only joining after
the year end. As stated above, these results therefore reflect the
performance of the legacy Adept4 business only and for that reason,
to avoid any confusion, the Company is referred to under its former
name of Adept4 in the context of last year.
As a result of the Board's decision to focus on existing
customers rather than the generation of new sales, together with
the loss of the customer announced in April 2019, revenue for FY19
decreased to GBP7.3 million (2018: GBP10.2 million) with gross
profits of GBP3.7 million (2018: GBP5.7 million).
Trading overheads fell by 23% to GBP4.0 million (2018: GBP5.1
million), reflecting the cost reduction programme undertaken during
the year. The resultant Trading Group EBITDA for the year was a
loss of GBP0.2 million (2018: profit of GBP0.6 million).
After all costs and income, including, inter alia, restructuring
costs and an impairment charge of GBP3.0 million (2018: GBP2.6
million) in respect of the Group's intangible assets in its legacy
businesses (see Note 8), the operating loss for the year was GBP5.0
million (2018: loss of GBP3.4 million) with a retained loss for the
year after tax of GBP5.2 million (2018: loss of GBP3.8
million).
Post-year end progress
Significant work has been undertaken since the completion of the
Acquisition. The rebrand of the Group to CloudCoCo and the change
of the Company's name to CloudCoCo Group plc were completed on 29
November 2019 at which point the Group's new website was launched.
The staff from both companies are integrating well, leading to a
more-settled team. Steady progress has been made with improving
customer service which in turn is leading to improved relationships
with customers and is opening up new opportunities within the
base.
The strong sales pedigree of the CloudCoCo team is already being
proven as the number, and value, of sales opportunities grow. The
team has already had success securing wins with six new customers,
including one of the UK's largest automotive dealers, competing
against large traditional IT services companies, leveraging our
security solutions and vendor partnerships.
The entire team is focussed on the four key objectives of the
business for the new financial year. These are:
1. Increasing sales;
2. Reducing customer churn;
3. Reducing costs whilst ensuring the business can deliver high levels of service; and
4. Returning to net cash generation.
Whilst seemingly simple objectives, it is important that the
business returns to basics to ensure the underpinning fundamentals
are right in order to drive improved performance. All staff are
focused on the delivery of these objectives and the benefits are
already being seen. Performance against these objectives will be
detailed in subsequent reports on a continuing basis. The Group has
achieved management's forecasts for the first quarter of the new
financial year and work continues to strengthen its propositions in
key growth areas of security and hybrid cloud computing.
Outlook
The past couple of years have clearly been extremely challenging
for the business. However, with the acquisition of CloudCoCo we
believe we now have the right platform and the right team to
re-invigorate the business. There are significant opportunities to
improve performance by increasing customer satisfaction through
improved customer service, which will enable more sales to the
existing customer base as well as driving new customer sales. In
addition, by harnessing CloudCoCo's proven and experienced
salesforce with our existing operations, we believe that there is a
clearly defined opportunity to return the Group to growth whilst
benefitting from the
headroom the refinancing has provided us. We look forward with renewed confidence.
Simon Duckworth
Non-Executive Chairman
14 February 2020
(1) earnings before net finance costs, tax, depreciation,
amortisation, plc costs, separately identifiable items and
share-based payments
Business overview
What we do
First and foremost, CloudCoCo Group is a people-led business.
With a skilled team of Microsoft, cloud, telephony, hardware, cyber
security, support and connectivity experts we unlock business
optimisation and transformation, team-working, cost savings,
streamlined workflows and innovative solutions to business problems
for clients of all sizes.
The Group's knowledge, gained through employees with multiple
years of industry experience, helps our customers create a
competitive edge, by providing IT solutions that underpin and
support our customers' business activities. We have a burning
passion to delight people with every aspect of our service and
provide the alternative to the archaic managed IT services models.
We also champion putting the power back into the hands of
customers, offering easy-to-use self-service options and knowledge
and skills transfer.
At CloudCoCo Group we seek to be highly responsive and provide
customers with modern and innovative solutions to achieve their
objectives, achieved through collaborative partnerships with IT
solution and service providers, distributors and vendors. Our 24/7
UK response team, together with our strategic consulting and
professional services team, provides exactly what businesses need
from IT right now and into the future.
The revenue generated by CloudCoCo Group typically comes from
three core areas of our business: contracted recurring managed
services, professional services and the sale of associated hardware
and other products.
As many of the Enterprise-class technologies which underpin our
product suite can be provided "as a service", we provide our
clients with exactly what is required to support their needs in
accordance with business demands, billed on a monthly basis, based
on what is consumed.
Our market
The CloudCoCo Group customer base spans all aspects of the UK
market and the requirements for each can be quite different. We
typically see businesses more inclined to look for a single
organisation to provide as many services as possible across IT,
telephony and connectivity providing them with a "one stop shop"
approach. As we move towards the medium and large enterprise
clients, we typically see these look to a more specialist provider
for different aspects of the services they require. These customers
will generally start with a specific service from CloudCoCo Group
which addresses a particular business need and will then engage in
additional solution discussions once the initial service is being
successfully delivered. With the depth and breadth of our
technology offering, together with our specialist teams and our
flexible service options, we are ideally placed to grow our
existing enterprise accounts whilst continuing to service and
support our overall base.
In addition to its private sector customer base, the Group has a
number of public sector clients and we have experienced an increase
in requests to transact business through recognised government
procurement frameworks.
Our technology
As part of our drive to engage quickly and delight our
customers, we have continued the development of our technical
skills, accreditations, competencies and our engagement with key
vendor partners across our key strategic managed service
sectors.
We utilise industry leading technology products and services
from a number of vendor partners, including Microsoft, Mitel and
Fortinet in delivering our managed service offering.
This year we have been awarded the Microsoft "Gold Cloud
Platform" competency, which validates our continuously evolving
tech intensity in cloud technologies, identity management, systems
management, virtualisation, storage and networking. We have also
secured "Silver Data Platform" partner status which demonstrates
our competencies in collecting and managing diverse data types and
versatile database platforms. As a business we have also retained
two further Microsoft silver competencies in Application
Development and Cloud Solutions.
Telephony services continue to drive strong opportunities for
the Group, in both the traditional telecoms market - where we sell,
install and support systems from Mitel, a market leading voice
technology company - and in new technologies, such as integrated
solutions from Microsoft based on their Teams unified communication
and collaboration platform. We increasingly see customers looking
to introduce Microsoft Teams into their business as the basis for
modernised team working. We have added further functionality to our
offering, with the introduction of a contact centre product called
Anywhere365. This software application, which works directly with
Microsoft Teams, provides additional multichannel communication
functionality (telephone, text, e-mail, social media and web chat).
With the Group's capability across the telephony market, we are
ideally placed to continue to sell to and support clients requiring
traditional infrastructure and provide a migration strategy for
those that want to move to the new collaboration platforms.
CloudCoCo Group continues to see significant interest across its
security portfolio, including the innovative Paranoid EPR (Endpoint
Protection & Response) solution from US based company Nyotron.
This interest has led to introductions into large enterprise
organisations and businesses that are currently at varying stages
of the sales cycle. The Group continue to have exclusivity within
the UK for Paranoid, whilst also making sales in mainland Europe
over recent months. The Paranoid solution's approach to post
execution damage protection provides CloudCoCo Group with clear
differentiators and offers a unique selling point against
alternative solutions available.
Business overview (continued)
Additionally, in the cyber security market, we have built on our
strong relationship with Fortinet to sell security and threat
detection solutions. Given our post year sales success, we are due
to become a Fortinet Gold partner and have already executed on some
of our healthy growing pipeline in this area.
The need to interrogate data from multiple applications,
information stores and bring this all together to provide
analytical intelligence, collaboration and real-time reporting is
driving new conversations in our customer base, especially with the
ability to use tools such as PowerBI and PowerApps, and this is
expected to provide the Group with new revenue streams. We have a
team of in-house developers and, additionally, we have agreed a
partnership with a "nearshore" development provider to supplement
our own software development capabilities in a cost efficient and
scalable manner to allow us to maximise revenue opportunities.
Summary and outlook
As detailed above, we have made progress against our key
objectives during the year, but this was tempered by certain
challenges faced by the Group. Going forward, following the
acquisition of CloudCoCo Limited and our debt refinancing, we look
forward with renewed confidence. The priorities are to maintain our
strong relationships with existing customers, and to re-energise
new sales generation through a strengthened sales team.
Financial review
Revenue and gross margin
As detailed in the Chairman's statement, following the decision
to focus on existing customers rather than new sales generation,
Group revenue for the year to 30 September 2019 was below that
generated in the previous financial year, at GBP7.3 million (FY18:
GBP10.2 million). This produced a gross profit of GBP3.7 million
(FY18: GBP5.7 million) representing a gross margin of 51.4% (FY18:
56.0%). The reduction in margin predominantly relates to the
recurring services segment, as explained below.
The analysis of revenue and gross profit from each of our
operating segments of recurring services, product sales and
professional services is shown in Note 3 and is detailed below.
Recurring services
Revenues from recurring services were GBP5.2 million (FY18:
GBP7.1 million), generating a gross profit of GBP2.9 million (FY18:
GBP4.2 million) and a gross margin of 56% (FY18: 60%). We continue
to see a reduction in the gross profit from recurring services due
to the migration of certain services from our infrastructure to
that of a third party (such as Microsoft), in line with our
asset-light strategy. Whilst initially resulting in some margin
reduction, this strategy reduces risk and cost of ownership for us
and allows us to provide customers with best-of-breed solutions
with the ability to sell a wider range of services to the customer.
Our revenue in this sector was further affected by the cancellation
of a contract by a major customer who generated GBP0.7 million of
revenue in FY18, as announced on 8 April 2019. We continue to
dispute the validity of the cancellation of this contract and are
currently seeking legal redress.
The proportion of our total revenue derived from recurring
services continued to be high at 71% (FY18: 70%).
Product sales
Consistent with our strategy of focussing on sales with existing
customers, revenues from product sales were lower than those in
FY18 at GBP1.4 million (FY17: GBP2.0 million) generating a gross
profit of GBP0.3 million (FY18: GBP0.4 million) and gross margin of
20% (FY18: 22%).
Professional services
Revenues from professional services were GBP0.7 million (FY18:
GBP1.1 million) generating a gross profit of GBP0.6 million (FY18:
GBP1.0 million) as permanent employee costs are included in
overheads. Following our cost reduction programme certain projects
are now outsourced using third party contractors resulting in a
fall in margin to 79% (FY18: 94%).
Operating performance, costs and EBITDA
Aside from revenue, gross profit and cash balances, one of our
main financial key performance indicators is our Trading Group
EBITDA - our operational trading performance before plc costs.
Excluding plc costs of GBP0.4 million (FY18: GBP0.5 million) and
following the successful implementation of our cost reduction
programme, our trading overheads during the year fell by 23% to
GBP4.0 million (FY18: GBP5.1 million), of which staff costs
comprised 84% (FY18: 88%). As a result of the cost reduction
programme, during the year the Group returned to modest levels of
monthly Trading Group EBITDA profit, however, the total Trading
Group EBITDA for the year was a loss of GBP0.2 million as a result
of an increase in certain provisions following a year-end review
(FY18: GBP0.6 million profit).
Separately identifiable items
During the year we incurred certain costs which were not
directly related to the generation of revenue and trading profits.
Given their size and nature, they have been classified as
separately identifiable items within the Consolidated Income
Statement. These items totalled GBP3.2 million of which GBP3.0
million relates to the impairment of goodwill and other intangible
assets on previous acquisitions and GBP0.2 million relates to
integration and reorganisation costs.
Net finance expenses
During the year the Group incurred net finance costs of GBP0.6
million (FY18: GBP0.6 million). GBP0.4 million of this was a cash
cost in relation to the interest on the BGF loan notes and GBP0.2
million related to the release to the income statement of the fair
value adjustments in respect of these loan notes.
Loss for the period
The Group incurred non-cash costs including total amortisation
and depreciation charges of GBP1.0 million (FY18: GBP1.0 million)
and a share-based payments charge of GBP0.1 million (2018: GBP0.1
million). After accounting for a deferred tax credit of GBP0.4
million (2018: GBP0.2 million) the reported loss for the year after
tax was GBP5.2 million (FY18: GBP3.8 million).
Statement of Financial Position and cash
Cash balances at 30 September 2019 were GBP0.3 million (FY18:
GBP1.4 million) whilst net debt was GBP4.0 million (FY18: GBP2.7
million). Net debt comprises cash balances of GBP0.3 million less
the fair value of the BGF loan notes of GBP4.3 million.
The main components of the Group's cash flows during the year
were as follows:
-- cash used in operating activities of GBP0.6 million (after
the payment of separately identifiable costs of GBP0.2 million and
plc costs of GBP0.4 million);
-- GBP0.1 million settlement of Chess dispute paid in October 2018; and
-- financing interest payments of GBP0.4 million.
At 30 September 2019, following the impairment charge in respect
of its intangible assets, the Group had negative net assets of
GBP1.1 million (FY18: net assets of GBP4.0 million).
Post-period end, in October 2019, significant refinancing took
place as part of the Acquisition. Further details are given in the
Chairman's statement and in Note 13. As a result of this
refinancing, together with the Acquisition, the Group has now
returned to a positive net asset position.
Consolidated income statement
for the year ended 30 September 2019
2019 2018
Note GBP'000 GBP'000
------------------------------------------------- ---- -------------- --------
Continuing operations
Revenue 3 7,257 10,185
Cost of sales (3,530) (4,480)
------------------------------------------------- ---- -------------- --------
Gross profit 3 3,727 5,705
------------------------------------------------- ---- -------------- --------
Administrative expenses (4,383) (5,598)
Amortisation of intangible assets 8 (907) (907)
Depreciation 9 (100) (136)
Separately identifiable costs 4 (3,255) (2,390)
Share-based payments (71) (48)
------------------------------------------------- ---- -------------- --------
Operating loss (4,989) (3,374)
------------------------------------------------- ---- -------------- --------
Interest receivable 5 3 7
Interest payable 5 (602) (609)
------------------------------------------------- ---- -------------- --------
Net finance expense (599) (602)
------------------------------------------------- ---- -------------- --------
Loss before taxation (5,588) (3,976)
------------------------------------------------- ---- -------------- --------
Taxation 438 169
------------------------------------------------- ---- -------------- --------
Loss and total comprehensive loss for the year
attributable to owners of the parent (5,150) (3,807)
------------------------------------------------- ---- -------------- --------
Loss per share
Basic and fully diluted 7 (2.27)p (1.68)p
------------------------------------------------- ---- -------------- --------
Non-statutory measure: Trading Group EBITDA(1)
Operating loss (4,989) (3,374)
Plc costs 421 482
Amortisation of intangible assets 8 907 907
Depreciation 9 100 136
Separately identifiable costs 4 3,255 2,390
Share-based payments 71 48
------------------------------------------------- ---- -------------- --------
Trading Group EBITDA(1) (235) 589
------------------------------------------------- ---- -------------- --------
(1) earnings before net finance costs, tax, depreciation,
amortisation, plc costs, separately identifiable items and
share-based payments
Consolidated statement of financial position
as at 30 September 2019
30 September 30 September
2019 2018
Note GBP'000 GBP'000
-------------------------------------- ---- ------------ ------------
Non-current assets
Intangible assets 8 4,394 8,282
Property, plant and equipment 9 62 146
-------------------------------------- ---- ------------ ------------
Total non-current assets 4,456 8,428
-------------------------------------- ---- ------------ ------------
Current assets
Inventories 32 26
Trade and other receivables 10 1,489 2,900
Cash and cash equivalents 311 1,427
-------------------------------------- ---- ------------ ------------
Total current assets 1,832 4,353
-------------------------------------- ---- ------------ ------------
Total assets 6,288 12,781
-------------------------------------- ---- ------------ ------------
Current liabilities
Short-term borrowings (32) (32)
Trade and other payables (876) (1,102)
Other taxes and social security costs (302) (377)
Accruals and deferred income (1,093) (1,937)
-------------------------------------- ---- ------------ ------------
Total current liabilities 11 (2,303) (3,448)
-------------------------------------- ---- ------------ ------------
Non-current liabilities
Long-term borrowings 11 (4,286) (4,117)
Deferred tax liability (810) (1,248)
-------------------------------------- ---- ------------ ------------
Total non-current liabilities (5,096) (5,365)
-------------------------------------- ---- ------------ ------------
Total liabilities (7,399) (8,813)
-------------------------------------- ---- ------------ ------------
Net (liabilities) / assets (1,111) 3,968
-------------------------------------- ---- ------------ ------------
Equity
Share capital 2,271 2,271
Share premium account 11,337 11,337
Capital redemption reserve 6,489 6,489
Merger reserve 1,997 1,997
Other reserve 1,720 1,649
Retained earnings (24,925) (19,775)
-------------------------------------- ---- ------------ ------------
Total equity (1,111) 3,968
-------------------------------------- ---- ------------ ------------
Consolidated statement of changes in equity
for the year ended 30 September 2019
Capital
Share Share redemption Merger Other Retained
capital premium reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- -------- -------- ----------- -------- -------- --------- --------
At 1 October 2017 2,271 11,337 6,489 1,997 1,601 (15,968) 7,727
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Loss and total comprehensive
loss for the period - - - - - (3,807) (3,807)
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Transactions with owners
Share-based payments - - - - 48 - 48
Total transactions with owners - - - - 48 - 48
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Total movements - - - - 48 (3,807) (3,759)
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Equity at 30 September 2018 2,271 11,337 6,489 1,997 1,649 (19,775) 3,968
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Capital
Share Share redemption Merger Other Retained
capital premium reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- -------- -------- ----------- -------- -------- --------- --------
At 1 October 2018 2,271 11,337 6,489 1,997 1,649 (19,775) 3,968
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Loss and total comprehensive
loss for the period - - - - - (5,150) (5,150)
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Transactions with owners
Share-based payments - - - - 71 - 71
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Total transactions with owners - - - - 71 - 71
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Total movements - - - - 71 (5,150) (5,079)
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Equity at 30 September 2019 2,271 11,337 6,489 1,997 1,720 (24,925) (1,111)
------------------------------- -------- -------- ----------- -------- -------- --------- --------
Consolidated statement of cash flows
for the year ended 30 September 2019
2019 2018
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Cash flows from operating activities
Loss before taxation (5,588) (3,976)
Adjustments for:
Depreciation 100 136
Amortisation 907 907
Share-based payments 71 48
Net finance expense 599 602
Settlement of warranty claim 600 (1,578)
Impairment of goodwill 3,021 2,644
Decrease in trade and other receivables 811 73
(Increase)/decrease in inventories (6) 40
(Decrease)/increase in trade payables, accruals and
deferred income (1,045) 195
---------------------------------------------------- -------- --------
Net cash used in operating activities (530) (909)
---------------------------------------------------- -------- --------
Cash flows from taxation - -
---------------------------------------------------- -------- --------
Cash flows from investing activities
Purchase of property, plant and equipment (16) (70)
Purchase of intangible assets (40) -
Payment of deferred consideration - (8)
Interest received 3 7
---------------------------------------------------- -------- --------
Net cash used in investing activities (53) (71)
---------------------------------------------------- -------- --------
Cash flows from financing activities
Finance lease income received - 56
Payment of finance lease liabilities (30) (44)
Interest paid (403) (410)
Net cash used in financing activities (433) (398)
---------------------------------------------------- -------- --------
Cash flows from discontinued operations
Settlement of dispute with Chess ICT Limited (100) (100)
---------------------------------------------------- -------- --------
Net cash used in discontinued operations (100) (100)
---------------------------------------------------- -------- --------
Net decrease in cash (1,116) (1,478)
Cash at bank and in hand at beginning of period 1,427 2,905
---------------------------------------------------- -------- --------
Cash at bank and in hand at end of period 311 1,427
---------------------------------------------------- -------- --------
Comprising:
Cash at bank and in hand 311 1,427
---------------------------------------------------- -------- --------
Notes to the consolidated financial statements
1. General information
CloudCoCo Group plc (formerly Adept4 plc) is a public limited
company incorporated in England and Wales under the Companies Act
2006. The Board of Directors approved this preliminary announcement
on 14 February 2019. Whilst the financial information included in
the preliminary announcement has been prepared in accordance with
the recognition and measurement criteria of International Financial
Reporting Standards ("IFRS") as endorsed by the European Union,
this announcement does not itself contain sufficient information to
comply with all the disclosure requirements of IFRS and does not
constitute statutory accounts of the Company for the years ended 30
September 2019 and 2018.
The financial information for the period ended 30 September 2018
is derived from the statutory accounts for that year which have
been delivered to the Registrar of Companies. The statutory
accounts for the year ended 30 September 2019 will be delivered to
the Registrar of Companies following the Company's annual general
meeting. The auditors have reported on those accounts; their
reports were unqualified and did not contain a statement under
s498(2) or s498(3) of the Companies Act 2006.
2. Basis of preparation
The consolidated financial statements have been prepared in
accordance with applicable International Financial Reporting
Standards (IFRSs) as adopted by the EU and in accordance with the
Companies Act 2006.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies.
The financial statements have been prepared on a going concern
basis. Taking into account post balance sheet financial
restructuring and after reviewing the forecast sales growth,
budgets and cash projections, including sensitivity analysis on the
key assumptions, for the next twelve months and beyond, the
Directors have reasonable expectations that the Group and the
Company have adequate resources to continue operations for the
foreseeable future. Furthermore, taking into account the assurance
of ongoing support from a significant shareholder, which the
Directors reasonably believe has sufficient resources to provide
such support, the Directors continue to adopt the going concern
basis in preparing these financial statements.
The same accounting policies and methods of computation are
followed as in the latest published audited financial statements
for the year ended 30 September 2018, which are available on the
Group's website, except as described below:
New standards and interpretations of existing standards that
have been adopted by the Group for the first time
During the year ended 30 September 2019, the Group adopted the
following new financial reporting standards for the first time:
-- IFRS 15 Revenue from Contracts with Customers (for accounting
periods commencing on/after 1 January 2018); and
-- IFRS 9 Financial Instruments (for accounting periods commencing on/after 1 January 2018).
The key areas of difference between the IFRS 15 policies and
those used in prior financial years are as follows:
Previously, we did not capitalise the cost of obtaining a
contract unless it involved significant set-up costs. Under IFRS 15
there is a broader definition of what can be capitalised as cost to
obtain a contract. Where these costs have been identified, we have
matched the amortisation of capitalised costs to obtain a contract
to the revenue recognised in the period but have used the practical
expedient of lFRS 15 not to capitalise costs that relate to revenue
that will be recognised within twelve months.
As a practical expedient and as allowed under the standard we
have applied the five-step approach under IFRS 15 to portfolios of
contracts which have similar characteristics and where we expect
that the financial statements would not reasonably differ
materially had the standard been applied to the individual
contracts within the portfolio.
IFRS 15 has not had a material impact on the timing and amount
of revenue and costs being recognised in the current or previous
financial year and there was no impact on cash flows with cash
collections remaining in line with contractual terms.
IFRS 9 has not had a material impact on the results of the
Group.
Following the adoption of these new accounting standards, the
Group's revenue recognition and financial assets accounting
policies have been revised as follows:
Revenue and revenue recognition
Revenue arises from the sale of goods and the rendering of
services. It is measured by reference to the fair value of
consideration received or receivable, excluding valued added tax,
rebates, trade discounts and other sales-related taxes.
The Group enters into sales transactions involving a range of
the Group's products and services; for example, for the delivery of
hardware, software, support services, managed services and
professional services. At the inception of each contract the Group
assesses the goods or services that have been promised to the
customer. Goods or services can be classified as either i) distinct
or ii) substantially the same, having the same pattern of transfer
to the customer as part of a series. Using this analysis, the
Company identifies the separately identifiable performance
obligations over the term of the contract.
Goods and services are classified as distinct if the customer
can benefit from the good or services on their own or in
conjunction with other readily available resources. A series of
goods or services, such as Recurring Services, would be an example
of a performance obligation,that is transferred to the customer
consecutively over time. The Group applies the revenue recognition
criteria set out below to each separately identifiable performance
obligation of the sale transaction. The consideration received from
multiple-component transactions is allocated to each separately
identifiable performance obligation in proportion to its relative
fair value.
Sale of goods (hardware and software)
Sale of goods is recognised when the Group has transferred the
significant risks and rewards of ownership to the buyer, generally
when the customer has taken undisputed delivery of the goods.
Revenue from the sale of software with no significant service
obligation is recognised on delivery.
Rendering of services
The Group generates revenues from managed services, support
services, maintenance, resale of telecommunications ("Recurring
Services") and professional services. Consideration received for
these services is initially deferred (when invoiced in advance),
included in accruals and deferred income and recognised as revenue
in the period when the service is performed.
In recognising Recurring Services revenues, the Group recognises
revenue equally over the duration of the contractual term.
Third-party costs (where relevant) relating to these services are,
likewise, spread equally over the duration of the contractual
term.
Financial assets
Financial assets are divided into categories as appropriate.
These are the first full year results which are presented by the
Group following the adoption of IFRS 9 and 15. The adoption of both
IFRS 15 and IFRS 9 has not resulted in restatements but has
resulted in additional disclosure.
The Group implemented IFRS 9 Financial Instruments, as of 1
October 2018 and also considered the impact on the comparative
results. IFRS 9 introduces principle-based requirements for the
classification of financial assets, using the following measurement
categories: (i) Amortised cost; (ii) Fair value through Other
Comprehensive Income with cumulative gains and losses reclassified
to profit or loss upon derecognition; and (iii) Fair value through
profit or loss. IFRS 9 also introduces a new impairment model, the
expected credit loss model.
The Group undertook an assessment of how the adoption of IFRS 9
would impact the Group's financial instruments. The key area that
was identified across the business was the bad debt provisioning
because of the implementation of the expected credit loss model and
it was concluded that no restatement was required.
The Group now reviews the amount of credit loss associated with
its trade receivables based on forward looking estimates, taking
into account current and forecast credit conditions as opposed to
relying on past historical default rates. In adopting IFRS 9 the
Group has applied the Simplified Approach, applying a provision
matrix based on number of days past due to measure lifetime
expected credit losses and after taking into account customers with
different credit risk profiles and current and forecast trading
conditions. Having assessed the requirements according to the new
standard, the Group has concluded that no significant additional
impairment to the carrying values of the assets was required at 1
October 2017, at 30 September 2018 or at 30 September 2019.
Trade receivables are held in order to collect the contractual
cash flows and are initially measured at the transaction price as
defined in IFRS 15, as the contracts of the Group do not contain
significant financing components. Impairment losses are recognised
based on lifetime expected credit losses in profit or loss.
Other receivables are held in order to collect the contractual
cash flows and accordingly are measured at initial recognition at
fair value, which ordinarily equates to cost and are subsequently
measured at cost less impairment due to their short-term nature. A
provision for impairment is established based on 12-month expected
credit losses unless there has been a significant increase in
credit risk when lifetime expected credit losses are recognised.
The amount of any provision is recognised in profit or loss.
All financial assets are recognised when the Group becomes a
party to the contractual provisions of the instrument. All
financial assets are initially recognised at fair value, plus
transaction costs. Derecognition of financial assets occurs when
the rights to receive cash flows from the instruments expire or are
transferred and substantially all of the risks and rewards of
ownership have been transferred. An assessment for impairment is
undertaken, at least, at each reporting date.
Interest and other cash flows resulting from holding financial
assets are recognised in the Consolidated Income Statement when
receivable.
3. Segment reporting
The Chief Operating Decision Maker ("CODM") has been identified
as the directors of the Company and its subsidiaries, who review
the Group's internal reporting in order to assess performance and
to allocate resources.
The CODM assess profit performance principally through adjusted
profit measures consistent with those disclosed in the Annual
Report and Accounts. The Board believes that the Group comprises a
single reporting segment, being the provision of IT managed
services to customers. Whilst the CODM reviews the revenue streams
and related gross profits of three categories separately (Recurring
Services, Product and Professional Services), the operating costs
and operating asset base used to derive these revenue streams are
the same for all three categories and are presented as such in the
Group's internal reporting. Accordingly, the segmental analysis
below is therefore shown at a revenue and gross profit level in
line with the CODM's internal assessment based on the following
reportable operating segments:
Recurring Services
* This segment comprises the provision of continuing IT
services which have an ongoing billing and support
element.
Product
* This segment comprises the resale of solutions
(hardware and software) from leading technology
vendors.
Professional Services
* This segment comprises the provision of highly
skilled resource to consult, design, install,
configure and integrate IT technologies.
--------------------- -----------------------------------------------------------------
All revenues are derived from customers within the UK and no
customer accounts for more than 10% of external revenues.
Inter-segment transactions are accounted for using an arm's length
commercial basis.
3.1 Analysis of continuing results
All revenues from continuing operations are derived from
customers within the UK. This analysis is consistent with that used
internally by the CODM and, in the opinion of the Board, reflects
the nature of the revenue.
3.1.1 Revenue
2019 2018
GBP'000 GBP'000
---------------------- --------- ---------
Recurring Services 5,153 7,100
Product 1,405 1,987
Professional Services 699 1,098
Total Revenue 7,257 10,185
---------------------- --------- ---------
3.1.2 Gross Profit
2019 2018
GBP'000 GBP'000
---------------------- --------- ---------
Recurring Services 2,896 4,231
Product 278 439
Professional Services 553 1,035
Total Gross Profit 3,727 5,705
---------------------- --------- ---------
4. Separately identifiable costs
Items which are material and non-routine in nature are presented
as separately identifiable items in the Consolidated Income
Statement.
2019 2018
GBP'000 GBP'000
------------------------------------------------------ -------- --------
Income from settlement of warranty claim - 1,578
Costs in relation to the warranty claim and other M&A
activities - (481)
Settlement of historic Microsoft licence review - (376)
Impairment of goodwill and intangible assets (Note 8) (3,021) (2,644)
Integration and restructure costs (226) (271)
Foreign exchange rate variances (8) -
Costs in relation to disposal of Pinnacle CDT Limited - (196)
Separately identifiable costs (3,255) (2,390)
------------------------------------------------------ -------- --------
The Board has assessed the carrying value of the Group's
goodwill and following an assessment of current budgets and
forecasts for the Group, an impairment charge of GBP3.0m (FY18:
GBP2.6m) has been made.
5. Finance income and finance costs
Finance cost includes all interest-related income and expenses.
The following amounts have been included in the Consolidated Income
Statement line for the reporting periods presented:
2019 2018
GBP'000 GBP'000
-------------------------------------------------------- -------- --------
Interest income resulting from short-term bank deposits 3 7
-------------------------------------------------------- -------- --------
Finance income 3 7
-------------------------------------------------------- -------- --------
Interest expense resulting from:
Finance leases 3 10
BGF loan notes 400 400
Effective interest on liability element of the BGF loan
notes 199 199
Finance costs 602 609
-------------------------------------------------------- -------- --------
6. Operating loss
2019 2018
GBP'000 GBP'000
----------------------------------------- -------- --------
Operating loss is stated after charging:
Depreciation of owned assets 100 136
Amortisation of intangibles 907 907
Operating lease rentals:
- Buildings 106 105
Auditor's remuneration:
- Audit of parent company 22 20
- Audit of subsidiary companies 42 37
- Audit costs relating to prior year 20 28
- Audit-related assurance services 7 6
- Corporation tax services 10 16
----------------------------------------- -------- --------
7. Loss per share
2019 2018
GBP'000 GBP'000
----------------------------------------------------- ----------- -----------
Loss attributable to ordinary shareholders (5,150) (3,807)
----------------------------------------------------- ----------- -----------
Number Number
----------------------------------------------------- ----------- -----------
Weighted average number of Ordinary Shares in issue,
basic and diluted 227,065,100 227,065,100
Basic and diluted loss per share (2.27)p (1.68)p
----------------------------------------------------- ----------- -----------
8. Intangible assets
IT, billing
and
website Customer
Goodwill systems Brand lists Total
Intangible assets GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- ----------- -------- -------- --------
Cost
At 1 October 2017 4,447 113 1,157 7,580 13,297
Adjustments to provisional
fair values - 29 - - 29
---------------------------- -------- ----------- -------- -------- --------
At 1 October 2018 4,447 142 1,157 7,580 13,326
Additions - 40 - - 40
---------------------------- -------- ----------- -------- -------- --------
At 30 September 2019 4,447 182 1,157 7,580 13,366
---------------------------- -------- ----------- -------- -------- --------
Accumulated amortisation
At 1 October 2017 - (7) (150) (1,136) (1,293)
Charge for the year -(20) (115) (772) (907)
-------------------------- ---- ----- ------- -------
At 1 October 2018 -(27) (265) (1,908) (2,200)
Charge for the year -(20) (115) (772) (907)
-------------------------- ---- ----- ------- -------
At 30 September 2019 -(47) (380) (2,680) (3,107)
-------------------------- ---- ----- ------- -------
Impairment
At 1 October 2017 (200) - - - (200)
Charge in the year (2,644) - - - (2,644)
---------------------- ------- ----- ------- -------
At 1 October 2018 (2,844) - - - (2,844)
Charge in the year (1,603) -(225) (1,193) (3,021)
---------------------- ------- ----- ------- -------
At 30 September 2019 (4,447) -(225) (1,193) (5,865)
---------------------- ------- ----- ------- -------
Carrying amount
At 30 September 2019 - 135 552 3,707 4,394
-------------------------------- ----- --------- --------- --------- ---------
At 30 September 2018 1,603 115 892 5,672 8,282
-------------------------------- ----- --------- --------- --------- ---------
Average remaining amortisation 1.8 years 4.8 years 4.8 years 4.8 years
period
-------------------------------- ----- --------- --------- --------- ---------
In determining whether intangible assets including goodwill were
impaired, the directors estimated the discounted future cash flows
associated with the intangible assets over a ten-year period, using
a discount rate equivalent to the WACC. The directors also
considered the impact of the customer notice of termination
received and the reduction in Trading EBITDA(1) during the year as
indicators that the intangible assets were impaired. The goodwill
and other intangibles were impaired by GBP3.0m during the year.
9. Property, plant and equipment
Fixtures,
fittings
and
leasehold
IT equipment improvements Total
GBP'000 GBP'000 GBP'000
--------------------- ------------ ------------- --------
Cost of assets
At 1 October 2017 302 148 450
Additions 70 - 70
Disposals (16) - (16)
--------------------- ------------ ------------- --------
At 30 September 2018 356 148 504
Additions 23 - 23
Disposals (125) (54) (179)
--------------------- ------------ ------------- --------
At 30 September 2019 254 94 348
--------------------- ------------ ------------- --------
Depreciation
At 30 September 2017 152 70 222
Charge for the year 79 57 136
--------------------- ----- ---- -----
At 30 September 2018 231 127 358
Charge for the year 80 20 100
Disposals (118) (54) (172)
At 30 September 2019 193 93 286
--------------------- ----- ---- -----
Net book value
At 30 September 2019 61 1 62
--------------------- ----- ---- -----
At 30 September 2018 125 21 146
--------------------- ----- ---- -----
10. Trade and other receivables
2019 2018
GBP'000 GBP'000
------------------------------- -------- --------
Trade receivables 951 1,343
Warranty settlement - 600
Other Debtors 3 36
Prepayments and accrued income 535 921
------------------------------- -------- --------
Trade and other receivables 1,489 2,900
------------------------------- -------- --------
11. Trade and other payables
11.1 Current
2019 2018
GBP'000 GBP'000
----------------------------------------------- -------- --------
Trade payables 876 1,102
Accruals and deferred income 1,093 1,937
Finance leasing liability - short-term element 32 32
Other taxes and social security costs 302 377
Total current liabilities 2,303 3,448
----------------------------------------------- -------- --------
11.2 Non-current
2019 2018
GBP'000 GBP'000
------------------------------------------------------ -------- --------
BGF loan notes repayable to the BGF between three and
seven years 5,000 5,000
Less fair value adjustment relating to the BGF loan
notes (730) (929)
Fair value of BGF loan notes 4,270 4,071
Finance leasing liability - long-term element 16 46
Total non-current liabilities 4,286 4,117
------------------------------------------------------ -------- --------
12. Financial instrument
On 26 May 2016, the Company issued GBP5m unsecured loan notes
("Loan Notes") to the BGF with a seven-year term (although
redemption is permissible from the third anniversary) with
repayment between the fifth and seventh anniversaries in equal
semi-annual repayments that carry interest at 8% per annum
("Coupon"). Assuming that the Loan Notes were held for seven years
and not redeemed early, the maximum credit exposure at 30 September
2019, including interest, is GBP6.0m (2018: GBP6.4m), of which
GBP1.0m (2018: GBP1.4m) relates to interest. As previously
described, the Company also agreed to grant the BGF an option to
subscribe for 50,000,000 Ordinary Shares of 1p at a subscription
price of 6p any time before 26 May 2031. As the Loan Notes are
unsecured, no collateral was offered to the BGF as security. The
Loan Notes are not exposed to market interest rate increases over
the term.
In accordance with IAS 32, the Loan Notes and share warrant
elements were linked and treated as a single financial instrument
and shown at fair value.
The fair value of the share options at 26 May 2016 (date of
grant) has been calculated using the Black Scholes pricing model
incorporating the following key assumptions:
-- share price volatility of 40%;
-- spot price of 6p per share;
-- risk-free rate of 0.9%; and
-- option period, aligned with the maximum amount of time the loan can remain outstanding.
Based on the assumptions above, the Black Scholes pricing model
provided a fair value for the share option of 2.89p per share,
which implied a total fair value for the share option of GBP1.4m.
Based on the expected Coupon payments and repayment profile under
the loan notes, this implies an effective borrowing rate of 15%.
This resulted in a fair value of the loan amount at 26 May 2016 of
GBP3.6m. The difference between the Coupon rate and the effective
interest charge at 15% is charged through the Consolidated Income
Statement over the life of the loan notes and increases the
outstanding loan note balance over time to match actual Coupon and
capital cash repayments relating to the Loan Notes.
Loan Carrying 8%
Note value interest
balance Loan Notes payable
GBP'000 GBP'000 GBP'000
---------------------------------------------------- -------- ----------- ---------
Cash received from the BGF on 26 May 2016 for Loan
Notes at 8% per annum interest 5,000 - -
---------------------------------------------------- -------- ----------- ---------
At 30 September 2018 5,000 4,071 -
Interest on Loan Notes at 8% per annum for the year
to 30 September 2019 - - 400
Notional interest on liability element of the BGF
Loan Notes to 30 September 2019 - 199 -
---------------------------------------------------- -------- ----------- ---------
At 30 September 2019 5,000 4,270 400
---------------------------------------------------- -------- ----------- ---------
On 21 October 2019, the Group reached a settlement with BGF in
relation to the GBP5m unsecured loan notes, further details are
contained in note 13.
13. Post-balance sheet events
On 21 October 2019, the Group acquired the entire share capital
of CloudCoCo Limited ("CloudCoCo"). CloudCoCo is a cloud, IT
hardware, and IT services company that commenced trading in 2018
and has seen impressive growth in that short period. The
consideration for the acquisition was satisfied through the issue
of 218,160,586 ordinary shares in the Company which represents
approximately 49.0% of the enlarged share capital. The shares were
issued at the mid-market closing price of 3.3 pence, representing a
total value of GBP7.2 million on completion.
Whilst it is too early to accurately assess the fair value of
the assets and liabilities acquired prior to the production of this
report, on 21 October 2019, CloudCoCo had cash balances of
GBP157,000 and had signed a number of recurring customer contracts
generating unaudited revenue of over GBP1m per annum. CloudCoCo has
a very strong and experienced sales and business development team
which had already shown its ability to win new business using its
agile sales methodology. On 21 October 2019, following the
acquisition, Andy Mills, former Chairman of CloudCoCo, joined the
Board as Chief Executive Officer, focussing on driving the growth
of the enlarged Group. Mark Halpin (founder and former Chief
Executive Officer of CloudCoCo) is leading the Group's business
development activities.
On completion of the acquisition, GBP1.5 million of the loan
notes were waived and cancelled by BGF, reducing the Company's
liability to GBP3.5 million. MXC Guernsey Limited, a wholly owned
subsidiary of MXC Capital Limited ("MXC"), who now hold 15.2% of
the shares in the Company, purchased the remaining GBP3.5 million
loan notes from BGF and restructured their terms. The loan notes
now carry a coupon of 12% compound per annum, rolled up and payable
only at the end of the term. The term of the loan notes has been
extended to October 2024 with no repayment due until that date
unless the Company chooses to repay early. At the same time, MXC
extended a GBP0.5 million, 2 year, working capital facility to the
Company with interest charged at a rate of 12% per annum on amounts
drawn down.
As part of the refinancing package, MXC also cancelled the
warrants it held over 5% of the issued and future share capital of
Adept4 and BGF's options were repriced to 0.35 pence. BGF exercised
all of its options in October 2019 and, as MXC no longer holds
warrants in the Company, the only obligations over the Company's
shares are in respect of outstanding staff share options.
On 29 November 2019, the Company's name was changed to CloudCoCo
Group plc.
The website address, at which information required pursuant to
AIM Rule 26 is available, was changed with effect from 2 December
2019, to www.cloudcoco.co.uk.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR KKABQKBKDPBD
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