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IKEGPS GROUP LIMITED — Investor Presentation 2021
Aug 10, 2021
65113_rns_2021-08-10_a8c27cb1-4ddc-4c7c-8408-5cc150142f39.pdf
Investor Presentation
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Important Notice & Disclosure
Disclaimer
This presentation has been prepared by ikeGPS Group Limited (NZ company number 1292732, ticker IKE (NZX and ASX)) (the “Company”) and is dated 4 August 2021. This presentation has been prepared to provide: (i) additional comment on the financial performance and strategy of the Company; and (ii) information in relation to the placement and Share Purchase Plan offer of new shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”) and section 708A of the Corporations Act 2001 (Cth) (as modified by ASIC Instrument 16-1121) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73.
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product disclosure statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based upon, information that has been released to NZX Limited (“NZX”) and/or ASX Limited (“ASX”). This presentation should be read in conjunction with the Company’s annual report, market releases and other periodic and continuous disclosure announcements, which are available at www.nzx.com and www.asx.com.au or https://ike4.ikegps.com/investor-relations/.
Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document or as otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the Company’s securities, and has been prepared without taking into account the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professional adviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations or warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings and financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of which are outside of the Company’s control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements. The forward-looking statements are based on information available to the Company as at the date of this presentation. Except as required by law or regulation (including the Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
Non-GAAP financial information
Certain financial information included in this presentation is non-GAAP financial information under Regulation G of the US+ Securities Exchange Act of 1934, as amended. This non-GAAP financial information is not audited, and caution should be exercised as other companies may calculate these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made. Investors should also note that the pro forma financial information is for illustrative purpose only and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” below. None of the Company, any person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
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Important Notice & Disclosure (Continued)
Foreign Selling Restrictions
This document does not constitute an offer of New Shares in the United States or in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside NZ except to the extent permitted below. Persons who come into possession of this presentation should observe any such restrictions as any non-compliance could contravene applicable securities laws.
Australia
This document and the offer of New Shares is only made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth) (“Corporations Act”). This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for the purposes of the Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document under the Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of securities can be made without a disclosure document such as a professional investor or sophisticated investor for the purposes of Chapter 6D of the Corporations Act. This document has not been lodged or registered with the Australian Securities and Investments Commission, ASX Limited and any other regulatory body or agency in Australia to the extent applicable to the Company as a foreign entity admitted as an ASX Foreign Exempt Listing. The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to securities. No “cooling-off” regime will apply to an acquisition of any interest in the Company. This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this document, you should assess whether the acquisition of any interest in the Company is appropriate in light of your own financial circumstances or seek professional advice.
United States
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (“US Securities Act”), as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Disclaimer : To the maximum extent permitted by law, each of the Company and Bell Potter Securities Limited (“Lead Manager”) and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be suffered by any person through use of or reliance on anything contained in, or omitted from, or otherwise arising in connection with this presentation.
None of the Lead Manager or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. The Company, the Lead Manager, and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation, or that this presentation contains all material information about the Company and, with regard to the Lead Manager, the Underwriter, and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees, shareholders, representatives and agents take no responsibility for any part of this presentation, the placement or the accelerated entitlement offer.
The Lead Manager, and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to whether you or your related parties should participate in the placement or accelerated entitlement offer nor do they make any representations or warranties to you concerning the placement or accelerated entitlement offer, and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager, or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers in relation to the placement and accelerated entitlement offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. The Company, Lead Manager, and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers disclaim any obligations or undertaking to release any updated or revision to the information in this Presentation to reflect any change in expectations or assumptions
Determination of eligibility of investors for the purposes of the accelerated entitlement offer is determined by reference to a number of matters, including legal regimes and the discretion of the Lead Manager, and the The Company. The Lead Manager disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.
Capitalised terms used in this presentation and not otherwise defined have the specific meaning given to them in the Glossary at the back of the Offer Document.
This presentation has been authorised for release to NZX and ASX by the Company’s Board of Directors.
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Agenda
Introduction to IKE
Q1 FY22 Performance Update Growth Opportunities Capital Raising
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Appendix A: FY21 results overview Appendix B: Product examples 37
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Confidential: Not for distribution or release is the United States
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Introduction to IKE, the Pole OS™Company
ikeGPS (“IKE”) is an innovative developer of technology solutions used for the collection, analysis, and management of electric utilities and communications networks attaching to distribution power poles in North America
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The company has approximately 63 FTE staff today and is headquartered in Colorado, USA
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Its solutions enable electric utilities and communications companies (power, fiber, 5G, phone) to assess and deploy their networks more quickly, cost efficiently, and safely
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IKE has a tier-1 client base including AT&T, Crown Castle, Duke Energy and Exelon Group among >290 enterprise customers in North America
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IKE has a Board and executive team with deep industry experience
Products that are experiencing organic growth and utilization in the U.S. market
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IKE speeds up the assessment and construction process for network deployments
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IKE products drive customer productivity via less engineering time in the back office and in the field, and with increased quality and safety
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IKE is targeting to take advantage of an expected investment super-cycle of >$350b investment into fiber network and 5G deployment across the U.S. over the coming 5+ years
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IKE has “first mover advantage” and network effect potential from these large and high-profile tier-1 infrastructure customers
Attractive revenue model, high gross margins, recurring revenues, and significant operating leverage
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Annual subscription revenue comes from customer access to IKE software (cloud and field software) with high gross margins
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Transaction revenue comes from poles being processed or analyzed using IKE’s cloud software platform (charged per pole) with high gross margins
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Upfront revenue comes from IKE field tools and other services (used for capturing pole asset information in the field)
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IKE operates a direct B2B sales and delivery model, currently with 19 sales and delivery related staff
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Customers capture their own data using IKE or other technology - to be sent to the IKE Cloud = low fixed cost base and a scalable front end
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Executive summary
Strong performance across key metrics in Q1 FY22
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Q1 FY22 Revenue of NZ$2.6m (+12% on pcp and +30% on a constant currency basis as NZD:USD fx rate shifted from c $0.60 to c $0.70).
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Recurring subscription and transactional revenues now comprise approximately 78% of total revenue.
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Q1 FY22 was a record quarter for new contracts closed, at approximately $6.1m. This followed $5.4m in new contracts won in the quarter to March 2021, translating to new contracts won in the past six month to June 2021 of approximately $11.5m (against full year revenue of $9.3m to March 2021)
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Strong gross margins of approximately 68%
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Strong balance sheet with net cash and receivables position of NZ$11.2m.
Outlook Commentary
IKE considers that it has emerged in 2021 in the strongest position it has ever been – in terms of talent, an extended product portfolio that allows more value to be delivered to customers across new pole market segments, balance sheet strength, sales run rates and sales pipeline.
Contract wins Q1 FY22 increased >300% on pcp, underpinning confidence in growth for the year ahead, expected to be driven by:
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Increased utilization of the IKE Office Solution by existing customers.
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Additive revenue from the new AI-based IKE Insight solution.
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Targeted customer expansion and new customer wins from a developed sales pipeline.
Capital raising
IKE is seeking to raise up to approximately A$21.3m at A$0.95 per share comprising:
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A placement of A$18.3m to new and existing investors under the Company’s 15% placement capacity; and
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A Share Purchase Plan expected to raise approximately A$3m
Funds raised will be used to:
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Increase in targeted sales, support, software engineering, and implementation teams due to significant recent customer wins, and targeted future wins
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Provide funding capacity for potential growth opportunities including acquisitions
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Targeted addition of new modules to our platform to drive ARPU – via both internal development and potential acquisition.
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Key metrics Q1 FY22 performance
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Takeaway:
300% growth in new contracts won against pcp provides confidence around the potential for substantial revenue growth in the year ahead.
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Takeaway:
Recurring subscription and transaction revenues have continued to grow in absolute and relative terms (shown by the Green and Blue segments in the chart). Q1 FY22 growth was +12% on pcp and +30% on a constant currency basis as NZD:USD fx rate shifted from c $0.60 to c $0.70.
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Key metrics Q1 FY22 performance
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Takeaway:
Transaction revenue is expected to be the major growth engine for IKE. Approximately 190% higher transaction volume and 23% higher transaction revenue reflects continuing success in shifting to this business model.
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Takeaway:
Subscription customers also provide the foundation to expand inside existing accounts.
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Key metrics Q1 FY22 performance
Transaction revenue, based on platform usage, is expected to be a core growth driver.
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Growth opportunities
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A perpetual requirement to assess and engineer distribution poles And the requirement to seek solutions to drive efficiency, such as IKE's Pole OS™
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Network effects
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An opportunity to leverage network effects
Communications groups in the U.S. market
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200 communications companies in a race to build their network first
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A nationwide roll out of fibre – both urban and rural, and with and estimated 5-7 years to run in this investment super-cycle
Electric Utilities in the U.S. market
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220M distribution power poles in the U.S.
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Network owners are mandated to share their distribution poles for ‘joint use’ for items such as fibre deployments
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Facing increased regulatory scrutiny
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Facing high legal liability risk for network failures
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An ageing workforce
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Aging infrastructure risks
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Natural monopolies who share best practice across the industry
Seeking trusted partners & solutions to help deliver safe & reliable power & projects
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800,000 5G small-cell sites to be engineered and built. Much of it attaching to poles.
Seeking trusted partners with deep domain expertise, and new technology, that can help to get their network deployed faster
Engineering Service Providers (ESP’s)
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1,000 ESP’s supporting these network owners
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Tend to work across multiple asset owners
Seeking solutions to extend their margins (typically thin) and to meet the quality or standards requirements of the asset owner
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IKE is partnering with the largest communications & utility companies in the U.S. IKE currently has approximately 299 enterprise subscription customers across North America. Growth is expected from expanding inside these existing infrastructure customers, and from winning new accounts..…
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IKE is building The Pole OS™Company for the North American market A trusted platform of four Solutions, delivering compelling productivity and intelligence into distribution network businesses & projects
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IKE Office Solution
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Revenue model
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Platform Subscription plus,
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Transaction fees for assets processed plus, Upfront hardware revenue
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IKE Structural Solution
Revenue model Platform Subscription & Maintenance
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IKE Insight Solution
Revenue model
- Transaction fee per insight processed (can be multiple insights per asset)
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IKE Analyze Solution
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Revenue model
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Transaction fee for each asset processed on the platform
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Example customer upsell opportunities across the IKE Solution Ecosystem Fortune-100 Electric Utility Group
An IKE Structural customer. $30k Per Annum.
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May 2021
c$1.2m phase II
contract
extension
Oct 2020
c$700k phase
1 project
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Cross-sell, upshot
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In FY22 IKE is processing approximately 350k poles for one application for this customer
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There are >1.3m poles within this one entity
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There are five similar entities within this Fortune 100 Electric Utility Group. All currently use IKE Structural
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The ESP that is assisting this specific asset owner, has now introduced IKE into a IOU Electric Utility group to support a separate, large five-year program.
IKE Platform
Confidential. Not for distribution or release in the United States
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New addressable market segments via AI acquisition, called IKE Insight Bulk data processing using AI built for poles. A low-code AI and Machine Learning engine to gain pole insights, at scale
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New addressable market segments via AI acquisition, call IKE Insight Multiple new use cases to expand inside of existing customers
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IKE’s M&A strategy, and track record, is tied to its strategic swim lanes Creating differentiation and competitive advantage as The Pole OS™Company
Rolling 12 Quarter Execution Plan
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➕ Swimlane #1: Excellence in field data collection technologies and products as relate to distribution assets
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➕ Swimlane #2: Excellence in software technology and products for the analysis and management of distribution assets
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➕ Swimlane #3: Customer Experience excellence as relates to delivering distribution asset products and projects
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IKE Structural Solution IKE Insight Solution Acquired Q3 FY20 Acquired Q4 FY21 The Pole Loading software Bulk data and image used by 5 of the 10 largest processing using AI for any IoU’s in North America electric utility asset
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Eileen Healy (BS Electrical Engineering)
Confidential. Not for distribution or release in the United States
Not for release to US wire services or distribution in the United States
A direct sales, delivery, and customer experience model Meet some of the IKE team. Pole experts, headquartered in Colorado, USA
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Capital raising details
Confidential: Not for distribution or release is the United States
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Capital raising details
IKE is raising up to approximately A$18.3m via a Placement, with a Share Purchase Plan of approximately $3m to follow
| Placement | • Institutional Placement of New Shares to raise up to approximately A$18.3m • Up to approximately 19.3m New Shares to be issued under the 15% Placement capacity |
|---|---|
| Pricing | • The offer price of A$0.95 per share (“Offer Price”) represents a discount of: • 14.4% to the last close on ASX of A$1.11 on Friday 6 August 2021; and • a discount of 13.0% to the 5-day VWAP of A$1.109 up to and including 6 August 2021 |
| Share Purchase Plan | • IKE intends to offer eligible shareholders an opportunity to subscribe for up to NZ$15,000 of new Shares under a Share Purchase Plan (“SPP”) at a price per Share equal to the Offer Price • The SPP is expected to raise approximately A$3 million, with the ability to accept higher levels |
| Ranking | • New Shares issued under the Placement will rank pari passu with existing Shares from their date of issue |
| Lead Manager, Bookrunner and Underwriter |
• Bell Potter Securities Limited |
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Use of funds & pro-forma balance sheet
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IKE will have pro-forma net cash of approximately A$27m after completion of the Offer
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Funds raised will be used to increase sales, support, and implementation teams due to significant recent customer wins, and potential future wins being targeted
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Funds raised will provide balance sheet flexibility to execute on potential acquisition opportunities, subject to the EV of the target
| Use of funds | |
|---|---|
| Increase of sales and implementation teams | Up to A$4m |
| Funding for potential acquisition opportunities | Up to A$12m |
| Working capital | A$4.0m |
| Approximate costs of the Offer | A$1.3m |
| Total | A$21.3m |
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Timetable
| Event | Date (AEST) |
|---|---|
| Trading halt | Monday, 9 August |
| Record Date for SPP | 7.00pm Tuesday, 10 August |
| Placement announced and Shares resume trading | Wednesday, 11 August |
| SPP opening date | Monday, 16 August |
| Settlement of Placement Shares | Wednesday, 18 August |
| Allotment and normal trading of Placement Shares | Wednesday, 1 September |
| SPP closing date | Thursday 26, August |
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Key Risks
This section describes the key risks that IKE has identified in connection with the equity raise. IKE considers it important that these key risks, and their potential effect on the future operating and financial performance of IKE and IKE’s share price, are specifically highlighted to investors in the context of the equity raise. Like any investment, there are risks associated with an investment in IKE shares. This section does not (and does not purport to) identify all of the risks related to the future operating and financial performance of IKE, an investment in IKE shares, the equity raise, or general market, industry, regulatory or legal risks. Some risks may be unknown and other risks, currently considered to be immaterial, could turn out to be material.
Investors should be aware that Covid-19, its effect on the global economy and the actions taken in response by governments, including restrictions on international and domestic movement, and the effects on the domestic and global economy, may have a material adverse effect on IKE, its financial performance and share price. It is not currently clear when and to what extent these effects might abate. There may also be further adverse impacts as Covid-19 continues to affect the world. IKE will continue to respond to the challenges facing it based on the best information available to it at the time, but there is no certainty as to the severity or likelihood of such impacts arising, nor whether any response by IKE will be effective or can be taken.
In light of the Covid-19 pandemic, extra care should be taken when assessing the risks associated with investment. The changing Covid-19 situation is bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital markets have seen equity securities suffer from spikes in volatility and significant price decline.
Before deciding whether to invest in IKE shares, you must make your own assessment of the risks associated with the investment, including the inherent risks from investing in shares and the uncertainties due to the impact of Covid-19 noted above, and consider whether such an investment is suitable for you having regard to all other publicly available information, your personal circumstances and following consultation with your financial and other professional advisers.
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Key Risks
| Key Risks | |
|---|---|
| Effect of COVID-19 on business operations |
IKE’s market experienced a substantial slow-down in activity in March and through April 2020 and then October 2020 through January 2021 due to the uncertainty created by COVID-19. IKE expects its customers and their operations to be less impacted than many other industries in the medium term but there is no guarantee that COVID-19 will not adversely affect activity by IKE customers and potential customers, which may adversely affect IKE’s operational financial performance. |
| Effect on operations | Despite the availability of the vaccine, the U.S. may continue to be significantly affected by the COVID-19 pandemic. IKE’s primary operations and business premises are in the US. Any shelter-at-home type orders across the U.S. continue to exempt companies deemed “Critical Businesses” that include IKE. However, there is no guarantee that restrictions on IKE’s operations and premises arising as a result of COVID- 19 will not adversely IKE’s financial and operational performance in the future. |
| Access to capital | IKE considers that the IKE group has sufficient access to capital. However, if the impacts of COVID-19 result in more adverse outcomes for IKE than currently expected, there is a risk that IKE may have insufficient capital to meet its financial and operational requirements. In that scenario, IKE would likely look to access additional equity, or take other measures, to address its expected financial requirements. Taking such steps could have a further adverse effect on IKE’s financial performance, and the performance of IKE’s share price. |
| Risks relating to growth opportunities |
IKE’s business strategy involves it continuing to seek growth opportunities, either through its existing operating businesses or direct growth opportunities. The capital raise is designed to position IKE to access these opportunities. However, market volatility would exacerbate the risks in respect of executing on growth opportunities, including conducting due diligence, managing regulatory consents, reaching agreement on valuations and integrating growth opportunities into existing businesses. Growth opportunities may also be more challenging to execute within normal timeframes and normal budgets in the current environment. |
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IKE is...
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Thanks...
Dedicated to Serving Communications Companies, Electric Utilities, and Engineering Service Providers. Who are focused on:
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Faster network deployments.
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Improving network and data quality.
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Keeping crews out of harm’s way.
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Meeting the demands of regulators.
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Appendix A: FY21 Results to March 2021
Confidential: Not for distribution or release is the United States
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Overall financial momentum
IKE’s revenue mix has shifted materially, with increasing levels of revenue expected from recurring subscription and transaction sources in FY22 (shown by the blue bar in the chart). This is an important and continuing trend in terms of increasing revenue quality and predictability to underpin growth.
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63% CAGR in
recurring
subscription &
transaction
revenu e
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FY21 Year in Review.
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FY21 Results Highlights (unaudited)
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FY21 Results Highlights cont.
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Appendix B: IKE Solution examples
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