Slide 1: Cluey Ltd FY21 Results, Acquisition and Capital Raising
CLUEY LTD (CLU) LIVE TUTOR FY21 RESULTS, ACQUISITION AND CAPITAL RAISING 30 AUGUST 2021
Slide 2: Disclaimer
DISCLAIMER This presentation is not a prospectus, product disclosure statement or an indication of future performance. Persons receiving this presentation other disclosure document under the Corporations Act 2001 (Cth) should have regard to the key risk factors set out in Appendix B of this ("Corpor
Slide 3: Table of Contents
TABLE OF CONTENTS 1. 2. 3. FY21 snapshot Acquisition of FY21 full year and overview Code Camp and results and of Cluey strategic rationale outlook 4. 5. 6. Offer summary, Appendix B – Appendix A - transaction Key risks - International funding and acquisition offer restrictions financial impact and o
Slide 4: Executive Summary
EXECUTIVE SUMMARY • Cluey Ltd (Cluey or CLU) delivered revenue of $15.9m in FY21 exceeding the prospectus forecast of $15.5m • Gross profit margins increased from 48% in FY20 to 54% in FY21 FY21 results • New students increased by 134% to 17,832 • Number of student sessions increased by 198% to 250,
Slide 5: FY21 snapshot and overview of Cluey
FY21 snapshot and 01 overview of Cluey
Slide 6: Overview of Cluey
OVERVIEW OF CLUEY CLUEY AUGMENTS TRADITIONAL SCHOOLING FOR YEAR 2-12 STUDENTS ACROSS AUSTRALIA WITH A RANGE OF COMPREHENSIVE ONLINE LEARNING SUPPORT SERVICES Online learning support services K-12 is the largest education Cluey is defining and leading this includes: segment in Australia (~4.0m studen
Slide 7: FY21 Snapshot
FY21 SNAPSHOT CLUEY CONTINUES TO BENEFIT FROM THE ACCELERATED TAKE-UP OF ONLINE TUTORING AS A RESULT OF THE SHIFT TO ONLINE LEARNING IN AUSTRALIAN SCHOOLS >380,000 2.3x Student increase in New sessions1 students in FY2021 1,114 (vs FY2020) 3.0x active tutors in increase in number June 2021 of sessio
Slide 8: Acquisition of Code Camp and strategic rationale
Acquisition of Code Camp 02 and strategic rationale
Slide 9: What is Code Camp?
WHAT IS CODE CAMP? MA JOR PROVIDER OF CODING AND DIGITAL SKILLS FOR SCHOOL CHILDREN IN AUSTRALIA Code Camp provides courses for primary school children relating to coding and other digital skill sets ~80% Revenue via B2C channels (with parents paying) ~20% Revenue via B2B channels (schools and corpo
Slide 10: What is Code Camp?
WHAT IS CODE CAMP? MA JOR PROVIDER OF CODING AND DIGITAL SKILLS FOR SCHOOL CHILDREN IN AUSTRALIA • 100,000+ students have experienced Code Camp • Every student creates their own shareable app, game, website, stop -motion animation, DJ tracks, or YouTube films • ~400 teaching staff each season locate
Slide 11: Strategic Rationale
STRATEGIC RATIONALE FIT WITH EXISTING LARGE MARKET & CONSISTENT WITH HIGH GROWTH SIGNIFICANT CUSTOMERS REVENUE STREAMS M&A STRATEGY POTENTIAL SYNERGIES • Strong demand • ~2.3 million students • Consistent with • Strong underlying • Opportunities in from existing Cluey in Code Camp’s key Cluey ’s M&A
Slide 12: Fit with Cluey Customer Base
FIT WITH CLUEY CUSTOMER BASE STRONG OPPORTUNITY ACROSS THE RESULTS FROM COMBINED CUSTOMER BASE RESEARCH 1 Coding is part of the national school curriculum, with key challenges: • poorly taught (if at all) • teachers can’t code and coders don’t want to teach Cluey research indicates strong demand fro
Slide 13: Large Market and Complementary Revenues
LARGE MARKET AND COMPLEMENTARY REVENUES HOW BIG IS THE MARKET IN AUSTRALIA? CODE CAMP REVENUES COUNTERCYCLICAL TO CLUEY’S REVENUES Code Camp predominantly operates in the Australian out -of-school primary school segment (K to 6) where there are ~2.3 million students 3,000,000 School holiday market (
Slide 14: Consistent with M&A Strategy
CONSISTENT WITH M&A STRATEGY “CLUEY ACADEMY” 1 CLUEY IS A LEARNING SUPPORT COMPANY WITH A CURRENT Arts Academy FOCUS ON THE TUTORING AND TEST PREPARATION SEGMENT Drawing Film guide Photography M&A strategy aimed at future growth and acquisitions with a focus on expanding capabilities across the lear
Slide 15: High Growth Potential
HIGH GROWTH POTENTIAL CLEAR GROWTH OPPORTUNITIES FOR CODE CAMP Underlying market dynamics • Need for high quality after-school care and holiday camps due to parents working longer hours • Demand for students to learn new skills and recognition that students need to be digitally literate • Shift to o
Slide 16: Significant Synergies
SIGNIFICANT SYNERGIES KEY OPPORTUNITY FOR SYNERGY/INTEGRATION IS IN SALES AND MARKETING • Opportunity to share customer lead and student databases to drive increased INCREASED B2C LEADS enrolments for Code Camp and Cluey • Utilise combined B2B sales capability to expand schools EXPANDING SCHOOLS • L
Slide 17: Code Camp P&L
CODE CAMP P&L HISTORICAL PROFIT AND LOSS STATEMENT P&L overview FY19 FY20 FY20 FY21 FY21 COVID- COVID- • FY19 results represents estimated maintainable $ millions 19 adj1 19 adj1 revenues Total revenue 6.6 5.0 6.2 4.5 6.7 • FY20 and FY21 results were impacted by COVID -19 Cost of sales (2.9) (2.1) (
Slide 18: FY21 full year results and outlook
FY21 full year 03 results and outlook
Slide 19: Cluey Continues to Deliver Significant YoY Growth
CLUEY CONTINUES TO DELIVER SIGNIFICANT YoY GROWTH CLUEY EXPERIENCED STRONG GROWTH ACROSS KEY OPERATING METRICS SUMMARY FINANCIAL RESULTS – FY21 1 FY21 FY20 % Revenue $15.9m $4.9m 226% Gross profit $8.6m $2.3m 270% Gross profit margin 54% 48% 13% NPAT2 ($15.9m) ($16.1m)3 (1%) New students 17,832 7,61
Slide 20: Revenue
REVENUE 1 REVENUES EXCEEDED PROSPECTUS FORECAST DELIVERING $15.9M IN FY21 18.0 ANNUAL REVENUES ($’000) 15.9 16.0 14.0 12.0 FY21 revenue of $15.9m, an increase of 226% on 10.0 FY20, exceeding forecast1 8.0 of $15.5m by $400k (3%) 6.0 4.9 4.0 CAGR of 320% since FY19 2.0 0.9 - FY19 FY20 FY21 Notes: 19
Slide 21: Active Students
ACTIVE STUDENTS 18,000 ACTIVE STUDENTS 1 16,000 15,543 STRONG AND 14,000 CONTINUING INCREASE 12,000 IN ACTIVE STUDENTS 10,311 • In H2 FY21, 15,543 10,000 students completed paid 8,000 tutoring sessions with 6,722 Cluey 6,000 4,000 3,174 • H2 FY21 Active Students was an increase of 131% 1,621 2,000 o
Slide 22: FY21 P&L
FY21 P&L SUMMARY FINANCIAL RESULTS – FY21 1 VERSUS PROSPECTUS FORECAST 2 STRONG AND CONTINUING INCREASE IN ACTIVE STUDENTS FY21 - Actual FY21 - Forecast % Revenue $15.9m $15.5m 3% Gross profit $8.6m $8.3m 4% Gross profit margin 54.3% 53.8% 1% NPAT3 ($15.9m) ($14.6m) (9%) New students 17,832 16,000 1
Slide 23: Cashflow
CASHFLOW CASH BALANCE BRIDGE – PROSPECTUS FORECAST 1 TO ACTUAL Cash balance of $28.0m as at 30 June 2021 • Reduction in • Investment in media in FY2021 due to additional volume in the • Investment in remote • Learning Advisor and accounts payable market at or below forecast variable CAC per new stud
Slide 24: Balance Sheet
BALANCE SHEET AS AT 30 JUNE 2021 $’Million 30-Jun-21 Cash and bank balance 28.0 Other current assets 1.1 Total current assets 29.1 Plant and equipment 0.1 Intangible assets 1.3 Total assets 30.5 Trade and other payables 3.6 Provisions 0.6 Contract liabilities 0.7 Total current liabilities 4.9 Provis
Slide 25: Growth Outlook FY22
GROWTH OUTLOOK FY22 FY22 STARTED STRONGLY WITH RECORD NEW STUDENTS, SESSIONS AND REVENUE AUGUST ON TRACK TO EXCEED 45K SESSIONS AND ~$3.0M REVENUE New Zealand launch in Q2 FY22: ROLL OUT IN • MVP Q2 FY22 NEW ZEALAND • Full rollout Q3 FY22 Rollout of B2B service offerings: B2B • Approved provider und
Slide 26: Offer summary, transaction funding and financial impact
Offer summary, transaction 04 funding and financial impact
Slide 27: Offer Details
OFFER DETAILS • An underwritten placement of new shares by CLU to raise A$12m (“Placement”) and an underwritten share Offer structure and size purchase plan to raise a further A$2m (“SPP”) to raise gross proceeds of A$14 million (together the “Offer”) • Approximately 12.2 million new fully paid ordi
Slide 28: Acquisition Funding
ACQUISITION FUNDING • A$8m purchase price Consideration • A$1.3m in cash and A$6.7m in CLU ordinary shares to be issued at the share price being the 30-day VWAP of CLU at the date of signing binding agreement • 100% of the CLU Shares Consideration will be subject to a 12-month voluntary escrow perio
Slide 29: Sources and Uses of Funding
SOURCES AND USES OF FUNDING AUD $ Sources of funds Uses of funds AUD $ million million Equity raising 14.0 Cash consideration for Code Camp 1.3 Cash on balance sheet as at 30 June 2021 28.0 Associated capital raise and transaction costs 0.7 Code Camp cash on balance sheet as at 30 June 2021 1.6 Cash
Slide 30: Pro Forma Financial Impact – Income Statement
PRO FORMA FINANCIAL IMPACT – INCOME STATEMENT $ millions Pro forma Income Statement as at 30 June 2021 Pro forma combined Cluey Code Camp1 Group Revenue 15.9 4.5 20.4 Gross Profit 8.6 2.2 10.8 EBITDA2 (15.7) 0.4 (15.3) Notes: 1. The Code Camp Pro forma Income Statement has not been normalised for CO
Slide 31: Pro Forma Financial Impact – Balance Sheet
PRO FORMA FINANCIAL IMPACT – BALANCE SHEET $ millions Pro forma Balance Sheet as at 30 June 2021 Cluey Code Camp Impact of the Offer Pro forma combined Group Cash and cash equivalent 28.0 1.6 12.01 41.6 Other current assets 1.1 0.2 - 1.3 Property, plant and equipment 0.1 0.1 - 0.2 Intangibles 1.3 -
Slide 32: Offer Timetable
OFFER TIMETABLE Event Date Record date for SPP 7:00pm Friday, 27 August 2021 Announcement of Placement and Acquisition (in trading halt) Monday, 30 August 2021 Placement Offer opens Monday, 30 August 2021 Placement Offer closes Monday, 30 August 2021 Trading halt lifted and shares recommence trading
Slide 33: Appendices
APPENDICES STRICTLY PRIVATE AND CONFIDENTIAL
Slide 34: Appendix A - International Offer Restrictions
APPENDIX A - INTERNATIONAL OFFER RESTRICTIONS This presentation does not constitute an offer of New Shares by Cluey in sell, such securities in circumstances that amount to an offer to the public any jurisdiction in which it would be unlawful. In particular, and except to in Hong Kong within six mon
Slide 35: Appendix A - International Offer Restrictions continued
APPENDIX A - INTERNATIONAL OFFER RESTRICTIONS c o n t i n u e d Singapore United States This presentation and any other materials relating to the Placement have This presentation may not be distributed or released in the United States. not been, and will not be, lodged or registered as a prospectus
Slide 36: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS This section of the presentation describes some of the potential risks a rapid level of growth in a relatively short period of time, there is no associated with Cluey 's business, the industry in which it operates, and the guarantee that Cluey wil
Slide 37: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS History of losses and uncertainty on future profits Cluey 's systems and platforms may be disrupted, become redundant, cease to operate efficiently, or fail Cluey has reported net losses since listing on ASX and is expected to continue to experien
Slide 38: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS • potential loss of key employees, customers or suppliers of the acquired expands into new territories or market segments (for example, into coding business; or other digital service offerings as it will do pursuant to the Acquisition), there are
Slide 39: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS Internet availability, cost and reliability New Shares issued under the Offer) and its ability to pay dividends. None of Cluey, its directors or any other person guarantees the market Cluey 's services require customer and tutor access to reliable
Slide 40: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS Price of Cluey 's shares may fluctuate Shareholders may suffer dilution The price of Cluey 's shares (including those issued under the Offer) on ASX In the future, Cluey may elect to issue new shares, including pursuant to may increase or decrease
Slide 41: Appendix B - Key Risks - Acquisition and Offer Risks
APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS Employment Cluey 's business relies significantly on its staff and tutors. Its Financial Statements and financial position may be affected by adverse changes to employment laws, regulations or rules. In addition, in recent times there have been la
Slide 42: Contact Us
CONTACT US Mark Rohald Greg Fordred Simon Hinsley CEO CFO & Company Secretary Investor Relations Investor.relations@clueylearning.com _Investor.relations@clueylearning.com simon@nwrcommunications.com.au 0401 809 653