cloudBuy PLC

(“cloudBuy” or “The Company”)

Final Results
for the year ended 31 December 2015

Key Points 

• Difficult year with 3 major projects failing for various external reasons 
• Revenue for the year down 18% to £1.75 million (2014: £2.12 million) 
• Loss before taxation increased to £6.06 million (2014: loss of £4.63 million) 
• Foundations in place for future international growth 
• 2 major contracts gone live and in revenue generation phase 
• Well-funded, having secured £5.75 million of additional funding post period end 

Ronald Duncan, Executive Chairman of cloudBuy, commented: 

“2015 was a difficult year with 3 major projects failing after passing acceptance testing. The Company has learned some painful lessons from these projects and as a consequence we have refocussed our efforts on our key opportunities for revenue. This has allowed us to cut the cost base without impacting future revenue growth. 

The medium to long term outlook is good as we deliver more projects into revenue generation and move more of our income over to ecommerce sites where both decision making and delivery are much faster.  We are well funded, and our strong relationship with Visa along with th­e addition of more banks promoting our services to supplement our direct distribution, means that we are confident that the business will deliver its large potential over time.” 

The company also announces that its report and accounts for the year ended 31 December 2015 and notice of Annual General Meeting ("AGM") will be sent to shareholders today and will be available on its website: investor.cloudbuy.com.  The information included below is an extract from the report and accounts. 

The Company's AGM will be held on 22 July 2016 at 10.00 am at its registered office, 5 Jupiter House, Calleva Park, Aldermaston, Berkshire RG7 8NN 

For further information, please contact: 

About cloudBuy PLC 

cloudBuy, (AIM: CBUY), provides cloud solutions for buyers and sellers - and brings them together to trade securely and ethically via an increasing number of public e-marketplaces and private purchasing portals around the world, powered by cloudBuy e-commerce technology. 

cloudBuy solutions for buyers help B2B purchasers understand and control their spend, to reduce costs and increase value. Our cloudSell solutions enable sellers of all sizes, from startups to corporates, reach new customers and grow their business. 

cloudBuy's technology platform powers web sites, public marketplaces and private purchasing portals that enable all types of online interactions and relationships including, citizen and business to government; consumer to business; and business to business. 

For more information visit: www.cloudbuy.com

Twitter: @cloudbuyplc 

Chairman’s Statement 

cloudBuy has continued to progress with two major projects, NHS SBS PHBChoices Care marketplace and the CII marketplace in India which are now both live and into the revenue generation stage. Both projects have large potential revenues and whilst it is too soon to project the speed of take up they have moved from the investment phase into the start of revenue generation. 

The year has been difficult with 3 major projects failing after passing acceptance testing and initial fees, where contracted, being paid. There were various reasons: Hong Kong had a legislative change; Service First in Australia was outsourced; and cloudBuy left the breeze-e consortium post the year end.  The 3 projects were expected to go live around April 2015 and it looked for about 6 months that they might be saveable in different ways. 

cloudBuy has learned a number of painful lessons from these projects and whilst we cannot predict changes such as legislation and outsourcing that occur during a project, focussing on projects that have a larger upfront fee will both mitigate the risk and provide a larger incentive for the project to continue through to the revenue generation phase. This is now feasible as we have live reference sites. 

The shortfall in funding as a result of the failed projects and delays in closing other prospects, along with the slower than expected progress in the projects that are now live meant that cloudBuy had to approach the market for funding in difficult circumstances.  The best offer that we had was from our existing investor Roberto Sella, and I would like to thank him for the £5.75m that he has pledged, of which the company has initially drawn down £3.3m by way of convertible loan notes. 

Despite the delays in the Confederation of Indian Industry and NHS Shared Business Services Personal Health Budget projects both have potential for large revenues. Our challenge now is to generate the revenue. 

cloudBuy has a strong product set, and is progressing the channel to market with Visa and its issuing banks on a global basis, in addition to our direct to market model. 

The next phase in our development is to sell and build more supplier ecommerce sites to participants in our marketplaces and purchasing portals. Our experience is that ecommerce sites have shorter lead times than purchasing portals and marketplaces and this will provide incremental revenue from our projects. We are starting the process with live marketplaces and with Visa and the acquiring banks in promoting our B2B ecommerce sites.   

We have made progress in transforming the business in the past few years from small value UK contracts to partnering with Visa, going global and winning a number of major projects.  We have delivered these projects and are into the start of the revenue generation phase.  After the challenges of the past year, we have strong financial backing, which allows us to focus on revenue generation. 

Strategic Report 

Operational Highlights 

During 2015 there was substantial work undertaken to consolidate our entry into global markets. Whilst it did not translate into revenue in the period, due to delays and legislative changes, it did provide a firm foundation for growth in 2016. 

Asia Pacific 

In our earliest market, Australia, we successfully went live with procurement for New South Wales Service First, only to have the project put on hold as the Government decided to outsource all of its back office functions.  We continued to work with our banking partners and present to other government departments and large corporate organisations, resulting in a contract award for HealthShare NSW, Australia’s largest public sector shared services provider, in early 2016.  Following this there is a pipeline of similar opportunities in Australia for closure during the next 12 months. 

In India we prepared to launch the Confederation of Indian Industry marketplace which was awarded in the period. This was delayed as the Indian government went through an exercise to define, for tax purposes, the definition of a marketplace. In March 2016 they announced the results of the review and the cloudBuy/CII marketplace definitively fits their model, which is technology that connects buyers and sellers but does not hold or ship stock, and crucially does not seek to influence market pricing.  Marketplaces that breach these regulations will be responsible for the payment of all taxes related to the transaction, so it was critical to wait until both CII and ourselves understood the guidance.  Following clarification CII launched the marketplace and, although still early days, over 300 suppliers are in the process of on-boarding their content.  With CII we have a program of initial marketing under-way, which is focused on on-boarding all suppliers that have goods which can be easily sold online.  

Our wider activity in India has been to sell eprocurement solutions and ecommerce to large Indian businesses.  There is a good pipeline which is being progressed in 2016.  We now have the opportunity to upsell CII members who want their own ecommerce presence as the marketplace is live.  To this end we have increased the sales team in Mumbai to deal with all 3 target areas for sales. 

In Singapore, working with Visa Asia Pacific, we finalised an agreement with ASME (the Association of Small and Medium Enterprises) to provide a marketplace for their members.  There were a number of delays in getting this project moving and it is now on-boarding the first suppliers. 

Across Asia Pacific we continue to work actively with Visa and chosen banking partners to bring our propositions to the banks’ customers and the banks themselves.  We were part of a multi country roadshow in 2015 which saw us showcased as one of 6 strategic Visa partners, in Singapore, India and Australia, culminating in our presence at the global Visa showcase in San Francisco in November 2015. 

North America 

During 2015 we established a toehold in North America with procurement contract wins in Ohio and Ontario.  Both are focused on the schools market and both have required substantial set up and integration to work with disparate schools’ finance systems. We have been supported in these projects by two leading North American banks, who work with our clients.  Active roll out will take place during 2016/17 and in Canada there are 22 other school boards watching the project with the intention of following on as a second phase. 

Working with our banking partners, we have been establishing a pipeline of wider opportunities with corporate customers, all in the procurement arena. 

UK 

In our home market our primary focus has been on the emerging care opportunity around Individual Budgets in the Local Government area, Personal Health Budgets (PHBs) in the NHS and the ability of 'Self Funders' to access quality care. 

We started in the Local Government area with initiatives for individual authorities and then in response to the increasing fragmentation of provision across these organisations, we embarked on two initiatives which had national intent – breeze-e and myCareSupermarket.  It is clear that developing a national brand in this area and attracting suppliers is expensive and will take considerable time.  We have now exited breeze-e and have focused our efforts on myCareSupermarket in tandem with our work with the NHS on Personal Health Budgets. 

During 2015 we worked with NHS Shared Business Services to create a national marketplace for personal health budget holders. NHS SBS are the shared service provider to all Clinical Commissioning Groups (CCG's) in England.  The CCG's are responsible for the roll out and payment of Personal Health Budgets, currently there are around 126,000 individuals in receipt of a PHB which averages at over £50k per annum per patient at this point.  The NHS has an aspiration to have all 5m individuals receiving care in the community managing their care through a PHB. They also intend to provide a £3k maternity grant to every expectant mother for the purchase of maternity care as a PHB. 

The PHBChoices marketplace, which we have developed with NHS SBS, is the only fully integrated national solution for PHBs and we are jointly rolling out the solution across early adopting CCGs and a cohort of national suppliers.  These suppliers are also being offered entry into myCareSupermarket, to meet the needs of 'self-funders' and local authority buyers.  Both marketplaces have similar charges with suppliers paying a standard 2% for all transactions which is shared between cloudBuy and our partner. 

The PHBChoices contract also has a monthly payment for each block of individuals using PHB choices paid by the CCG. 

Middle East 

Having started to investigate the potential in the Middle East for cloudBuy services in the Emirates, we have found significant interest in Saudi Arabia and Egypt, as well as Abu Dhabi and Dubai.  Saudi Arabia is the single largest economy in the region and with our partners, the Bin Shamikh Global Group and VISA, we have been creating a pipeline of procurement and ecommerce opportunities in the Kingdom.  The new Saudi Vision 2030 (see http://www.vision2030.gov.sa/en ), which will see part of Aramco floated and Saudi Arabia turning from an oil-based economy into a knowledge and investment economy, requires technology to underpin all aspects of the change.  Our work in 2015 to create relationships and prospects across the government organisations in Saudi leaves us well placed to capitalise on the changes.  We are confident that we will see movement in Saudi Arabia in 2016. 

In 2016, we have equally had positive interactions at a high level in Egypt, following an introduction from VISA in the period, which we also believe will produce pilot activities in 2016 at a national level. 

Cost and Operational Efficiencies 

Management has increasingly focussed on cost and operational efficiencies to offset the lower than expected revenue. Actions taken before the year end have resulted in an annualised reduction in costs of over £0.8m, with further reductions made in 2016. 

Research and Development 

Investment in the Group’s products to enhance Intellectual Property is a key foundation of future growth. Research and Development principally represents the cost of employee time spent on new products and features. Investment in Research and Development increased in the year to £594,761 from £475,385 in 2014. 

Financial Results 

In the year ended 31 December 2015, the group’s revenue decreased by 18% to £1,748,037 (2014: £2,124,742) and the loss before taxation increased to £6,064,829 (2014: loss of £4,625,272). 

Sales of Web and ecommerce services recorded a decrease of 24% in the year to £1,039,420 (2014: £1,370,234. 

Revenue from company formation services decreased by 5% to £616,566 (2014: £649,186) in the year reflecting Companies House’s continued increase in market share in electronic formations. 

Revenue from coding decreased by 13% to £92,051 (2014: £105,322). 

Gross margin for the year was 80% (2014: 81%). 

Operating expenses before share based payments increased to £6,882,899 (2014: £5,866,509). The increase in large part reflects the strengthening of the team with staff costs (salary/NI/pension) increasing year on year by £1,287,194 to £4,712,029. A total of £591,308 was charged as share based payments, representing the “cost” of share options granted to employees and shares issued to them under the Share Incentive Plan (2014: charge £490,184). 

At 31 December 2015 the Group had cash and cash equivalents of £754,217 (31 December 2014: £4,545,717). Subsequent to the year end, the Group raised £133,000 from the issue of New Ordinary Shares and agreed a convertible loan of up to £5,750,000.   

Outlook 

Our major projects with the Confederation of Indian Industry and NHS Shared Business Services have only recently gone live and we do not expect these to contribute to revenue in the first half of the year.  We have a number of other projects in delivery such as York Region District School Board in Ontario and HealthShare NSW which we also expect to start to contribute to revenue in the current year. 

The medium to long term outlook is good as we deliver more projects into revenue generation and move more of our income over to ecommerce sites where both decision making and delivery are much faster.  We are well funded, and our strong relationship with Visa along with the addition of more banks promoting our services to supplement our direct distribution, means that we are confident that the business will deliver its large potential over time. 

Group Statement of Comprehensive Income
For the year ended 31 December 2015

Revenue and operating loss for the year all derive from continuing operations. 

The loss attributable to the owners of the parent company is a loss of £4,988,401 (2014 – loss of £3,849,457). Total comprehensive income attributable to owners of the parent company is £4,988,401 (2014 – loss of £3,849,457).  

Statement of Financial Position
For the year ended 31 December 2015

Statement of Cash Flows
For the year ended 31 December 2015

Statements of Changes in Shareholders’ Equity
For the year ended 31 December 2015

Statements of Changes in Shareholders’ Equity
For the year ended 31 December 2015

The other reserve arises because shares issued on the acquisition of subsidiaries have been recorded at par value and no share premium recognised. 

Notes to the Financial Statements
For the year ended 31 December 2015 

1 General information

cloudBuy plc (“the Company”) and its subsidiaries (together “the Group)” provides an integrated software platform for eprocurement and ecommerce the trading of goods and services between purchasers such as public sector bodies and their suppliers, along with the analysis and coding of spend and product data. The Group also provides services to new businesses, including incorporation, company secretary services and filing annual returns, using its software platform. The Company is a public limited company which is listed on the Alternative Investment Market of the London Stock Exchange and is incorporated and operates in the UK. 

The address of the registered office is: 
5 Jupiter House, 
Calleva Park, 
Aldermaston, 
Berkshire RG7 8NN. 

2 Summary of significant accounting policies 

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated. 

2.1 Basis of accounting 

These financial statements have been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. 

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in note 3. 

As permitted under Section 408 of the Companies Act 2006 a separate statement of comprehensive income for the parent company has not been presented. 

3 Revenue- Segmental Analysis 

The Groups operating segments under IFRS have been determined with reference to the information presented in the management accounts reviewed by the Board of Directors. 

The Group’s main reportable segments are Company Formation and web and ecommerce services. These are managed from one operating platform and cannot be readily separated, so all management decisions in connection with these segments are taken to ensure the relevant skill sets are in place to maximise the return from these resources. 

The Chief Operating Decision Maker, which is taken to be the Board of Directors, evaluates the performance and resource requirements of these segments in unison to ensure maximum efficiencies within the business. Resources are shared; in particular, technical support and research and development advances are shared between the two in the form of improvements and refinements being made to the underlying platform that hosts them. 

The Directors consider the most beneficial method of splitting these segments to provide useful information to users of the accounts is to provide details down to the Gross Profit level only. 

From then on any further detail would necessitate arbitrary cost allocation that they do not use in managing the business and is not considered meaningful in terms of how resources are actually utilised. Similarly, any split of the statement of financial position assets would involve arbitrary allocation. 

Coding International is the Company’s 100% trading subsidiary and so these results are extracted from that company’s own accounts that are published separately and consolidated into these results in accordance with statutory requirements. Details of the statement of financial position for Coding International Limited can be obtained from those accounts. 

The revenue recognised and gross profit attributable between reportable segments is shown below: 

All of the revenue derives from services provided in the United Kingdom.  During 2015 no single customer was responsible for greater than 10% of the revenues. (2014: one customer, £383,200)

4 Operating loss

5 Taxation

The Group has estimated tax losses of £21,700,000 (2014: £17,125,000) available for carry forward against future trading profit. No deferred tax asset has been recognised in respect of the losses given the uncertainty regarding available future taxable profits.

6 Loss per share

The calculations for loss per share are based on the weighted average number of shares in issue during the year 124,641,446 (2014: 112,126,850) and the following losses:

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has one category of dilutive potential ordinary shares: share options.  The company has made a loss and the potential share options are therefore anti-dilutive.

The basic and diluted loss per share calculated on the adjusted earnings is 4.3p (2014: 3.6p).