Company Overview
| Company Name |
INTERCLOUD SYSTEMS, INC. |
| Company Address |
2500 N. MILITARY TRAIL
SUITE 275
BOCA RATON, FL 33431 |
| Company Phone |
561-988-1988 |
| Company Website |
www.InterCloudsys.com |
| CEO |
Mark Munro |
| Employees (as of 3/31/2013) |
455 |
| State of Inc |
-- |
| Fiscal Year End |
12/31 |
| Status |
Filed (12/5/2012) |
| Symbol |
ICLD |
| Exchange |
Nasdaq SmallCap Market |
| Share Price |
-- |
| Shares Offered |
-- |
| Offer Amount |
$46,000,000.00 |
| Total Expenses |
-- |
| Shares Over Alloted |
-- |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
-- |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001128725 |
We estimate that the net proceeds to us from the sale of the [ ] shares we are
offering will be approximately $[ ] million, based upon an assumed offering
price of $[ ] per share. If the representative of the underwriters fully
exercises the over-allotment option, we estimate the net proceeds of the shares
we sell will be approximately $[ ] million. “Net proceeds” is what we expect
to receive after paying the underwriters fees and other expenses of this
offering. For purposes of estimating net proceeds, we are assuming that the
public offering price will be $[ ] per share.
Each $[ ] increase (decrease) in the assumed offering price of $[ ]per share
would increase (decrease) the net proceeds to us from this offering, after
deducting the estimated underwriting fees and estimated offering expenses
payable by us, by approximately $[ ] million, assuming that the number of
shares offered by us, as set forth on the cover page of this prospectus, remains
the same. We may also increase or decrease the number of shares we are
offering. An increase (decrease) of [ ] in the number of shares we are
offering would increase (decrease) the net proceeds to us from this offering,
after deducting the estimated underwriting fees and estimated offering expenses
payable by us, by approximately $[ ]million, assuming the offering price stays
the same. An increase of [ ]in the number of shares we are offering, together
with a $[ ]increase in the assumed offering price per share, would increase
the net proceeds to us from this offering, after deducting the estimated
placement agent fees and estimated offering expenses payable by us, by
approximately $[ ]million. A decrease of [ ]in the number of shares we are
offering, together with a $[ ]decrease in the assumed offering price per
share, would decrease the net proceeds to us from this offering, after deducting
the estimated underwriting fees and estimated offering expenses payable by us,
by approximately $[ ] million. We do not expect that a change in the offering
price or the number of shares by these amounts would have a material effect on
our intended uses of the net proceeds from this offering, although it may impact
the amount of time prior to which we may need to seek additional capital.
We intend to use the net proceeds from this offering for the following purposes:
. approximately $16.8 million to complete our acquisition of the Telco
Professional Services and Handset Testing business division of Tekmark
Global Solutions, LLC concurrently with the consummation of this offering;
. approximately $18.2 million to complete our acquisition of Integration
Partners-NY Corporation concurrently with the consummation of this offering;
. $1,725,000 to pay in full our outstanding convertible bridge note
indebtedness; and
. any remaining balance for working capital or general corporate purposes.
On April 30, 2013 and May [ ], 2013, we borrowed an aggregate of $1,725,000
from ICG USA, LLC to fund certain working capital expenditures. Under the
terms of such loans, we received net proceeds of $1,500,000 and are not
required to pay additional interest. The difference between the amount of
such loans and the net proceeds we received of $225,000 represents prepaid
interest that is being amortized over the term of such loans. Such loans
mature on the third business day following the consummation of this
offering, or six months after the date of such loans if this offering is not
completed.
Until we use the net proceeds of this offering, we intend to invest the funds
in short-term, interest-bearing investments, which may include interest-
bearing bank accounts, money market funds, certificates of deposit and U.S.
government securities.
The business of providing infrastructure and managed services to
telecommunications companies and enterprise clients is highly fragmented and the
business is characterized by a large number of participants, including several
large companies, as well as a significant number of small, privately-held, local
competitors.
Our current and potential larger competitors include Arrow Electronics, Inc.,
Black Box Corporation Dimension Data, Dycom Industries, Inc., Goodman Networks,
Inc., MasTec, Inc., TeleTech Holdings, Inc., Unisys Corporation, Unitek Global
Services, Inc., Tech Mahindra and Volt Information Sciences, Inc. A significant
portion of our services revenue is currently derived from MSAs and price is
often an important factor in awarding such agreements. Accordingly, our
competitors may underbid us if they elect to price their services aggressively
to procure such business. Our competitors may also develop the expertise,
experience and resources to provide services that are equal or superior in both
price and quality to our services, and we may not be able to maintain or enhance
our competitive position. The principal competitive factors for our services
include geographic presence, breadth of service offerings, worker and general
public safety, price, quality of service and industry reputation. We believe we
compete favorably with our competitors on the basis of these factors.
Company Description
We are a global single-source provider of value-added services for both
corporate enterprises and service providers. We offer cloud and managed
services, professional consulting services and voice, data and optical
solutions to assist our customers in meeting their changing
technology
demands. Our cloud solutions offer enterprise and service-provider customers
the opportunity to adopt an operational expense model by outsourcing to us
rather than the capital expense model that has dominated in recent decades in
information technology (IT) infrastructure management. Our professional
services groups offer a broad range of solutions, including application
development teams, analytics, project management, program management, telecom
network management and field services. Our engineering, design, installation
and maintenance services support the build-out and operation of some of the
most advanced enterprise, fiber optic, Ethernet and wireless networks.
We provide the following categories of offerings to our customers:
. Cloud and Managed Services. Our cloud-based service offerings include
platform as a service (PaaS), infrastructure as a service (IaaS), database
as a service (DbaaS), and software as a service (SaaS). Our extensive
experience in system integration and solutions-centric services helps our
customers quickly to integrate and adopt cloud-based services. Our managed-
services offerings include network management, 24x7x365 monitoring, security
monitoring, storage and backup services.
. Applications and Infrastructure. We provide an array of applications and
services throughout North America and internationally, including unified
communications, interactive voice response (IVR) and SIP-based call centers.
We also offer structured cabling and other field installations. In addition,
we design, engineer, install and maintain various types of WiFi and wide-
area networks, distributed antenna systems (DAS), and small cell distribution
networks for incumbent local exchange carriers (ILECs), telecommunications
original equipment manufacturers (OEMs), cable broadband multiple system
operators (MSOs) and enterprise customers. Our services and applications
teams support the deployment of new networks and technologies, as well as
expand and maintain existing networks. We also design, install and maintain
hardware solutions for the leading OEMs that support voice, data and optical
networks.
. Professional Services. We provide consulting and professional staffing
solutions to the service-provider and enterprise market in support of all
facets of the telecommunications business, including project management,
network implementation, network installation, network upgrades, rebuilds,
maintenance and consulting services. We leverage our international
recruiting database, which includes more than 70,000 professionals, for the
rapid deployment of our professional services. On a weekly basis, we deploy
hundreds of telecommunications professionals in support of our worldwide
customers. Our skilled recruiters assist telecommunications companies,
cable broadband MSOs and enterprise clients throughout the project lifecycle
of a network deployment and maintenance.
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We were incorporated under the name i-realtyauction.com, Inc. in the State of
Delaware on November 22, 1999 as a subsidiary of i-Incubator.com, Inc.
(OTCBB:INQU). In November 2000, we registered our common stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended, or the
“Exchange Act,” and commenced filing periodic reports under the Exchange Act
in March 2001. On August 16, 2001, we changed our name to Genesis Realty
Group, Inc. and began to focus our attention on the acquisition, development
and management of real property. In August 2008, we changed our name to
Genesis Group Holdings, Inc., and on January 10, 2013, we changed our name
to InterCloud Systems, Inc. We commenced operations in our current line of
business in January 2010 when we acquired Digital Comm, Inc., a provider of
turnkey services and solutions to the communications industry.
Our principal executive offices are located at 2500 N. Military Trail, Suite
275, Boca Raton, Florida 33431. The telephone number of our principal
executive offices is (561) 988-1988, and we maintain a corporate website at
www.InterCloudsys.com.