"The impact of this filing is a result of the Company completing its preliminary purchase price allocation for the assets acquired and the liabilities assumed in relation to the acquisitions of
The following is a summary of the changes made in the Amended Filings (all figures in Canadian dollars):
1. Agnity Transaction - Review of the timing of Agnity consolidation.
The Company refined the purchase price allocation ("PPA") for Agnity, which was driven by the change in the timing of the consolidation of Agnity to
The above does not reflect any errors, omissions, or overstatement of actual revenues or cash flows earned by either entity before or after the acquisition date, and instead reflects the timing and proper allocation of items in the PPA process.
2. Autopro Transaction - Update to the analysis of Autopro acquisition.
As part of the Company's acquisition accounting and valuation related to Autopro, the Company determined that the value of the 24 million shares issued to Fulcrum founding shareholders should be considered recorded as a transaction cost of
In addition, the fair value of the Share consideration to Autopro's shareholders increased by
In connection with the analysis of the acquisition, the Company finalized the impact of IFRS 16 and recognized right-of-use assets of
3. Other Matters – Acquisition and accounting for (multi-year) complex revenue contracts with customers.
The Company updated its accounting analysis with respect to certain complex revenue arrangements with its customers. The updated accounting analysis resulted in a decrease in trade and other receivables of
4. Finalization of the valuation of convertible debentures issued on
The Company finalized the complex valuation of its convertible debentures. This resulted in the allocation of a portion of its values to equity for accounting purposes, as prescribed by IFRS, as well as the tax implications of these convertible debentures. The adjustment impacted long term liabilities, contributed surplus, deferred tax recovery, and expenses and did not impact working capital.
5. Adoption of IFRS 16 and impact on Autopro PPA.
The Company updated its transition analysis for the adoption of IFRS 16 in addition to the impacts of IFRS 16 on the acquisition account of Autopro.
6. Miscellaneous Matters - Share-based compensation, Impairment of Intangible Assets,
The Company also adjusted for several other items as follows:
- Share-based compensation expense calculation was revised resulting in a reduction of contributed surplus of
$1.043 and a corresponding decrease in share-based compensation expense; $0.508 million of Impairment of intangible assets acquired in 2017;- Errors related to
September 30, 2018 , unaudited condensed consolidated interim financial statements resulting from adjustments recorded by the Company atDecember 31, 2018 , that had an impact on prior quarters. These errors have been corrected retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
The management's discussion and analysis and interim financial statements for the period ended
The foregoing is a summary of certain changes in the Amended Filings as compared to the Previous Filings and does not constitute a complete analysis of the changes. For a full understanding of the changes, we encourage you to review the Amended Filings, which are available on SEDAR at www.sedar.com and the Company's website at www.mcloudcorp.com.
About
mCloud is creating a more efficient future with the use of AI and analytics, curbing energy waste, maximizing energy production, and getting the most out of critical energy infrastructure. Through mCloud's AI-powered AssetCare™ platform, mCloud offers complete asset management solutions to three distinct segments: smart facilities, power generation, and process industries, including oil and gas. IoT sensors bring data from connected assets into the cloud, where AI and analytics are applied to maximize their performance.
Headquartered in
mCloud's common shares trade on the
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbour provisions of the
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.
An investment in securities of the Company is speculative and subject to several risks, as discussed under the heading "Risk Factors" in the Company's annual information form dated
In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release.
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