TIDMSPA
RNS Number : 9299F
1Spatial Plc
23 May 2017
23 May 2017
1Spatial plc (AIM: SPA)
("1Spatial", the "Company" or the "Group")
Final results for the year ended 31 January 2017
The Board of directors of 1Spatial (the "Board"), the global
spatial software and solutions company which manages the world's
largest spatial data is pleased to announce the Company and
consolidated group's (the "Group") audited final results for the
year ended 31 January 2017.
Highlights
Financial highlights
Continuing operations
-- Revenues from continuing operations of GBP22.1m (2016:
GBP18.3m), reflecting a full year's inclusion of Enables IT UK
acquired in July 2015 and 1Spatial Inc., control of which was
acquired in February 2016
-- Recurring revenues of 40% (2016: 41%) providing visibility of earnings
-- Gross profit margin of 44% (2016: 58%)
-- Decrease in adjusted* EBITDA on prior year, down GBP3.3m to
GBP0.4m loss (2016: GBP2.9m profit)
-- Increase of GBP14.8m in operating loss, from GBP0.7m to GBP15.5m
-- Trading update on 20 December 2016 to revise outlook
Discontinued operations
-- Loss from discontinued operations of GBP3.5m (2016: GBP0.6m profit)
All operations
-- Loss after tax of GBP18.3m (2016: GBP12k profit)
-- Impairments of continuing operations totalling GBP9.4m:
GBP5.1m of goodwill, GBP1.5m of acquired intangibles (customer
lists and software) and GBP2.8m of capitalised development
costs
-- Impairments of discontinued operations totalling GBP1.8m:
GBP0.9m of goodwill and GBP0.9m of capitalised development
costs
-- Net funds of GBP0.6m (2016: GBP5.0m)
-- Overdraft facility of GBP3m renewed in May 2017
-- Raised GBP0.9m in the year to pay the second tranche of
capital for 1Spatial Inc. (previously LSI)
*Adjusted for strategic, integration, other one-off items and
share-based payment charge
Operational highlights
-- Significant Board changes during the year including the following:
- Andy Roberts appointed Chairman in September 2016, becoming
Executive Chairman from 30 December 2016
- Claire Milverton (CFO) appointed Acting CEO from 30 December 2016
- Nicole Payne appointed FD in March 2017
- Marcus Hanke no longer CEO from 30 December 2016
- Marcus Yeoman (Non-Executive Director) resigned and Mike
Sanderson (Executive Director) retired in January 2017
-- Disposal and closure of loss-making businesses
- Sale of Avisen UK Limited in December 2016 for GBP0.1m receivable in December 2017
- Closure of Storage Fusion Limited in December 2016
-- Investment in US business with key hires in sales, including
Sheila Steffenson, who was made President of the US business
subsequent to the year end, and pre-sales. Sheila has significant
experience in the US Geospatial market and working with our key
customers and partners such as US Census Bureau and ESRI.
-- Global launch of the Group's "1Integrate for ArcGIS" product,
which runs on the ESRI platform.
-- Further delivery on the US Census Bureau contract providing
core infrastructure spatial technology enabling the Census team to
lay the foundations for the 2020 decennial census.
-- 1Spatial's unique 1Integrate product was patented in the US in January 2017.
Post period-end
-- Disposal of significant share of loss-making business Enables
IT Inc. in March 2017 for GBP0.1m receivable in March 2019.
-- Renewal of GBP3m banking overdraft facility with Natwest Bank
plc which should provide a sufficient working capital for the
business for the foreseeable future.
-- In April 2017, the Group exercised its final option to
acquire the remaining 27% of 1Spatial Inc. for US$0.9m (GBP0.7m)
through the issue of shares taking its ownership to 100%. This
acquisition positions the business to focus on the US market which
is a growth market for 1Spatial working alongside key customers and
partners such as US Census and ESRI.
-- In April 2017 1Spatial acquired the 51% of Sitemap Ltd that
it did not already own for GBP0.2m through the issue of shares.
Commenting on the results Executive Chairman Andy Roberts,
said:
"1Spatial is well-positioned in a very viable and interesting
part of the market and has developed a unique patented technology
that we now need to fully extend and exploit. We have a strong
management team, which combined with our in-depth subject matter
expertise and technology-led solutions and services, gives the
business the opportunity to develop into a significant force in the
market.
Early trading in Q1 2018 has been strong, and our workforce is
fully informed, motivated and energised. This financial year is
focused on establishing a sound growth platform for the future, in
order to fully maximise the opportunity presented by our technology
and leverage the key partnerships that we are now fully engaged
with.
I am confident that we are now well placed to grow a
substantial, profitable and cash-generative business out into the
future."
For further information, please contact:
1Spatial plc 0203 427 5004
Andrew Roberts / Claire Milverton
FTI Consulting 020 3727 1000
Dwight Burden / Alex Le May
N+1 Singer 020 7496 3000
Shaun Dobson / Lauren Kettle
About 1Spatial
1Spatial plc is a group of market leading software and solutions
companies trading under the brands 1Spatial and Enables IT.
1Spatial
1Spatial manages the world's largest spatial big data and works
with users and creators of the largest geospatial databases,
helping them collect, store, manage and interpret location-specific
information. 1Spatial's clients include national mapping and
cadastral agencies, utility and telecommunications companies, and
government departments including emergency services, defence and
census bureaus.
A leader in the field, 1Spatial has over forty years' experience
and a record of continual innovation and development. Today, with
an ever increasing reliance on spatial and location-critical data,
demand for our expertise has never been greater.
1Spatial operates globally, and has a portfolio of customers
both in the Commercial and Government sector, with headquarters in
Cambridge, UK and offices in the US, France, Belgium, Ireland and
Australia.
Enables IT
Enables IT provides IT Managed Services. It offers public,
private and hybrid cloud offerings with everything from
Backup-as-a-service through to managed desktops. Their end-to-end
IT capability provides everything from consultancy and project
management, to the installation of physical infrastructure.
Clients trust Enables IT to manage their systems and secure
their data. From Healthcare to Education and from Financial
Services to Legal, leading organisations rely on Enables IT to
ensure their IT is an asset, not a liability.
To find our more, visit www.1spatial.com
Executive Chairman's report
I am pleased to present my first report for 1Spatial plc, for
the year ended 31 January 2017, since being appointed to the Board
as Non-Executive Chairman in September 2016, and Executive Chairman
from the start of January 2017.
Performance
The financial year ended 31 January 2017 was a very difficult
year for the business. The strategy and operational execution of
the business was inconsistent and muddled. As a result, a slow-down
in sales from the core business, combined with a lack of timely
execution and poor teamwork, led to an operating loss for the
year.
Results
The results for the year ended 31 January 2017 showed an
adjusted EBITDA * loss of GBP0.4m which was in line with the
trading update of 20 December 2016 and the Group closed the
financial year within its banking facilities with net funds of
GBP0.6m at 31 January 2017.
The actual results for the year from continuing operations were
revenues of GBP22.1m (2016: GBP18.3m), adjusted EBITDA loss of
GBP0.4m (2016: adjusted EBITDA profit of GBP2.9m), an operating
loss of GBP15.5m (2016: GBP0.7m), a loss from discontinued
operations GBP3.5m (2016: profit of GBP0.6m) and a loss for the
year of GBP18.3m (2016: GBP12k). The Group ended the year with
GBP4.4m less cash than at the start of the year.
Since January 2017, there has been a renewed focus on the
business; a strategic review has led to the restructure of the
Company making it leaner and commercially focussed.
The key objective for the year to 31 January 2018 is to ensure
that we generate cash and profitable adjusted EBITDA, as well as
follow through on key strategic initiatives which will drive
revenue growth for both the year ending 31 January 2018 and future
financial years.
The Board
There have been a number of Board changes during the last
year.
On 31 August 2016 David Richards stepped down from the Board as
Interim Non-Executive Chairman. I was appointed as Non-Executive
Chairman on 20 September 2016.
On 30 December 2016 Claire Milverton assumed the role of Acting
CEO, replacing Marcus Hanke.
On 11 January 2017 Marcus Yeoman (Non-Executive Director) left
the business and on 31 January 2017, Mike Sanderson retired from
the business.
I've been acting as Executive Chairman since 1 January 2017 and
on 13 March 2017 Nicole Payne was appointed to the Board as Finance
Director having previously been the Group Financial Accountant.
The current leaner board now consists of myself, Claire
Milverton, Nicole Payne and Nick Habgood. We will look to
strengthen the Board as and when necessary during the next
financial year.
Corporate governance
Following the changes to the Board, Nick Habgood is now Chairman
of the Remuneration Committee and I am acting as Chairman of the
Audit Committee and Nomination Committee.
Progress since January 2017
Since January, following the strategic review of the business,
the new management team have put in place a three-phase
programme:
Phase 1: Board restructuring
Phase 2: Management and operating structure
Phase 3: Rapid, focussed change programme
By and large, phase 1 and phase 2 are now complete with senior
management appointed, strategy defined, a new operating structure
to drive profitable, cash-generative revenue growth, and a
considerable improvement in morale as a result of the Group's
renewed focus. From a cost viewpoint we have sold loss-making
businesses (GBP0.8m annualised run-rate saving), reduced costs
(GBP2.5m on an annualised basis), taken exceptional non-recurring
costs out (GBP1.3m cash cost in FY2017), in order to improve our
run-rate and reduce cash burn.
Through this process our bank has been very supportive, and has
recently renewed our overdraft facility of GBP3m.
Looking forward
1Spatial is well-positioned in a very viable and interesting
part of the market and has developed a unique patented technology
that we now need to fully extend and exploit. We have a strong
management team, which combined with our in-depth subject matter
expertise and technology-led solutions and services, gives the
business the opportunity to develop into a significant force in the
market.
Early trading in Q1 2018 has been strong, and our workforce is
fully informed, motivated and energised. This financial year is
focused on establishing a sound growth platform for the future, in
order to fully maximise the opportunity presented by our technology
and leverage the key partnerships that we are now fully engaged
with.
I am confident that we are now well placed to grow a
substantial, profitable and cash-generative business out into the
future.
1Spatial people are approachable, smart, innovative and agile.
As we look forward to future growth, I would like to take this
opportunity to welcome those who have joined 1Spatial plc during
the year and to thank everyone for their continuing hard work and
dedication.
*Adjusted for strategic, integration, other one-off items and
share-based payment charge
Andy Roberts
Executive Chairman
Strategic report
CEO review
Overview of Group and key objectives
The year ended 31 January 2017 was a challenging year. The
financial performance of the business did not meet expectations set
out at the start of the year and a trading update was issued to the
market on 20 December 2016.
Following the Board changes at the end of 2016 and in January
2017 the Company has undertaken a full strategic review to develop
a clear focus for the Group going forwards. Following this review,
I firmly believe that we have two great underlying businesses which
can provide shareholder value over the long term being the
Geospatial business of 1Spatial and the bespoke network managed
service business of Enables IT.
Elements of our previous investment proposition remain the same
however under my leadership there will be a key focus on our core
businesses, to maximise profitability by achieving revenue growth
and managing costs through operational excellence.
Following the strategic review the key objectives set for the
Group are summarised below:
Focus on the two core businesses of Geospatial (1Spatial) and
Cloud (Enables IT - network managed services)
During the year we reviewed the business, assessing the
strengths of each component part, the market opportunity and our
positioning. Given that assessment we took affirmative action, this
included the disposal of Avisen UK Ltd and closure of Storage
Fusion Ltd and subsequent to the year end we sold Enables IT Inc.
(based in the US). There are now two distinct core business units
left in the company which have clear management structures and
business objectives in place. There is now laser focus within these
two business units to operate efficiently and increase
revenues.
Clear strategy and go to market plan
It's clear that the success of 1Spatial to the external market,
our investors, our partners, and our employees needs a clear,
consistent and focused strategy that runs through the business and
channels. Previously the strategy didn't always align to needs of
the market and channels to market. We have taken steps to
re-address this and build upon key focus areas that have shown
growth in key sectors such as utilities. Our strategy moving
forward across the Group is to be a solutions provider, delivering
our clients the best solution to address their organisation needs -
where appropriate, using our unique patented software to solve
complex geospatial data issues. I've set out the detailed strategic
statements for each business unit, later in my report.
Organisational structure align to strategy
Given the revised strategy, it is key that the appropriate
organisation structure is in place to support this. The Board and
the Company has now been restructured to align to this. There are
clear reporting structures in each business unit which provides
accountability and ensures incentives are only paid on success.
This restructuring has also had a positive effect on annual run
rate costs of GBP2.5m.
Drive revenue growth
Understanding and delivering against the market needs and
requirements
We have limited resources and therefore it is imperative that we
have a full understanding of the market needs so we make the right
investment decisions from both a go-to-market perspective as well
as a software development perspective. In the prior and previous
years, there has been significant spend on development cost without
having a full understanding of the potential market returns.
Going forward there will be an executive review process for all
development spend which will be measured against a return on
investment model.
Maintain and increase revenues from existing customers - focus
on customer satisfaction and grow share in existing client base
It's key that we maintain our support and maintenance revenues
which equate to 40% of our January 2017 revenues for the year ended
31 January 2017. We are committed to ensuring the best service is
given to our clients and it is key to our integrator strategy where
we become the client's 'go to' advisor. Our customer support has
always been a key USP for us and we need to continue to maintain
these high standards while offering greater levels of support -
such as 24hr support for mission critical applications - while
working in partnership with key strategic customers to help them
achieve organisational goals through the use of technology. We are
also undertaking key customer reviews to ensure our services align
to their long-term strategy to increase stickiness in the account
as well as drive incremental revenues.
Increase revenues from new customers/opportunities - Growing
market share
In prior years, most revenues in the group have been driven
through existing customers and there has often been a dominance of
one or two larger customers. Whilst it is key that we maintain
these customers we must look to de-risk this and increase revenues
through new customer acquisition.
For longer term growth and stability this is something we have
been working to address over the last couple of years. We are now
seeing the benefit of our focus on the utility market a couple of
years ago and expect that this opportunity will continue to grow.
It is key that we continue to value and grow our major accounts
that have been with us for many years. Under our new strategy we
will be assessing new markets to go for against a return on
investment and market fit - both vertically and geographically.
Partner engagement to support our strategy
Aligning to the goals of maintaining and growing our major
account clients and widening our market share to new markets, it's
become very clear we need a focused strategy for partnering. Many
of our key partners are working in the same accounts as us and for
the clients and us there is strength in some cases of us coming
together to deliver the best offering. In the past we have had a
very ad-hoc approach to partnering and limited focused effort.
Within the geospatial business we have appointed a head of global
partners who will work with the country managers to align partners
to our strategy of being a spatial technology enabled solutions
provider. To deliver the best solutions to meet the client's needs,
having relationships with the relevant partners is key. Working
with various types of partners will grow our addressable market and
offerings. I will discuss the importance of partners and our key
partner ESRI later in my report.
Have ambition and be innovative
We are an ambitious company and we truly believe we have some
unique innovative software in our 1Integrate product which enables
clients to cleanse, enhance and use complex and large Geospatial
datasets. We will continue to explore opportunities where we can
scale the business with our 1Integrate product. As we work more
closely with partners and identify more 'use cases' for this
technology through our integrator strategy we believe it will
naturally open up more options.
Drive the company to being cash generative and trade within our
banking facilities
The company needs to be self-sufficient to fund future growth -
this means it needs to be cash generative. Given the restructure
and the related cost savings and the focus on revenues we believe
we can achieve this during the financial year to 31 January 2018.
We've had our GBP3m overdraft facility renewed so we can use this
to manage working capital requirements on an ongoing basis.
Our two core businesses; 1Spatial - Geospatial and Enables
IT
Focus on 1Spatial - Geospatial (FY17 Revenues - GBP15.1m)
What is Geospatial data?
Geospatial data is data that relates to location. This data is
most obviously of interest to government departments and national
mapping agencies; however, geospatial data has been growing in
importance across many sectors, including: utilities, telecoms,
emergency services, supply-chain and retail.
Typically, Geospatial Information Systems ("GIS") vendors focus
on the front-end of their systems - on the user interface and
analytical abilities. Many offer relatively simple data validation
tools, but their focus is not on data management - the collection,
validation, correction, maintenance, extraction, publication and
interpretation of geospatial data.
That is 1Spatial's speciality. It is our heritage, our
profession and our opportunity.
What does the Geospatial business in 1Spatial do?
1Spatial is a spatial technology enabled solutions provider
creating innovative solutions to meet clients' evolving needs.
Cleansing, enhancing, using and successfully extracting
strategic value from spatial data is a key focus. 1Spatial's goal
is to drive major improvements in clients' operational
efficiencies, customer satisfaction and enable them to realise
significant new business opportunities.
1Spatial's people, with extensive industry knowledge, work in
close collaboration with global clients to achieve their goals
across sectors including government, utilities, defence and
transportation.
What is the size of the Geospatial market?
The Geospatial market is significant; a 2013 report by Oxera
Consulting Ltd. on the economic impact of "geo services" estimated
the total annual revenue generated by geospatial services was
between US$150-US$270bn. and predicted to continue to grow at 11%
CAGR during 2015 - 2020 (P&S Market Research
http://www.prnewswire.com/news-release/global-geographic-information-system-gis-market-expected-to-grow-at-11-cagr-during-2015---2020-ps-market-research-567650721.html).
For many organisations, GIS is central to their ability to
understand the geospatial component of their business. However, the
success of this is wholly dependent on the quality of the
underlying spatial data. The quality of spatial data is core to our
business.
There are sector-specific drivers as well. The utilities sector
is increasing its focus on asset management; a considerable
challenge in a sector with widely dispersed assets (pipelines,
sewers, cables, sub-stations etc.) and historic records that are
often incomplete and of uncertain quality.
We also believe there is an opportunity in the non-spatial
market for our 1Integrate product and will look to review these
opportunities during the year.
1Spatial's approach
Our approach is to ensure that the client has the best
geospatial solution to support its business needs and aspirations.
We create these solutions through a number of different
approaches:
-- Our team - with 1000's of man years of deep industry
expertise and insight into the geospatial sector, we work closely
with our clients' teams to assess, identify and provide
solutions.
-- Our technology - unique software products and tools provide
an automated approach to cleansing, enhancing and using spatial
data which we deploy as part of client solutions
-- Our partners - from our extensive network of long-term
partners, we provide the overall solutions for our clients. Our
partners include ESRI, Oracle, Safe Software, Latitude and HERE
data.
-- Our geographic reach - we have offices located in the UK,
Ireland, USA, France, Belgium and Australia.
Our approach for FY18 and beyond
Following the restructuring and delayering process which has now
been finalised, the Geospatial business unit is now in a good
position to execute on the stated strategy above. Key actions that
have taken place subsequent to the restructuring are as
follows:
Our team
A new senior management team has been put in place. Each member
has clear responsibility and accountability. Key roles include:
- Chief Technology Officer
- Country Managers/Country CEO's for each territory - UK/IRE,
France/Belgium, USA and Australia
- Chief Marketing and Partner officer
- Heads for other key functions such as finance, HR and delivery
Our Technology
During the year we have continued to invest in the 1Spatial
Management Suite (our end to end Spatial platform which includes
the 1Integrate product) and our Elyx suite of products for
utilities and cities in French speaking markets. The nature of
1Spatial's expertise means that our solutions are often found at
the heart of complex installations, working alongside and
inter-operating with the technology of other vendors. Making our
technology 'Open' so that it can work with other vendors is key to
our strategy for scalable revenue growth.
As an industry trend we are seeing GIS growing outside of
specialist geospatial organisations and therefore there is
increasing demand for different solutions to work together ever
more seamlessly. Again this is a reason why we have committed
ourselves to provide software solutions that are 'Open' and which
work well with key vendors in the field.
1Spatial's unique 1Integrate product which was patented in the
US in January 2017 is key to our growth strategy - the product
enables client's with large amounts of data (often in different
formats) to bring the datasets together and cleanse and enhance
those datasets to create an accurate dataset on which key decisions
can be made. Unique points of the 1Integrate is the ability for the
software to deal with complex and large datasets as well as being
able to update specific feature changes in the database. An example
of this where this technology has been used is at Northumbrian
Water and the State of Arizona (see customers section below).
As noted above, the investment in our technology will be more
aligned to customers' needs during FY18 with some investment in
discrete development projects. A key area that we will be reviewing
during FY18 is the area of 3D.
Following our ongoing market review as noted above, we will also
focus on developing our 1Integrate product so that it can integrate
with other platforms and technology such as some of the vendors of
hand held device technology. We will also be reviewing use cases
for vertical alignment with our key sectors which include
government, utilities, defence and transportation.
Our Partners
ESRI*
1Integrate for ArcGIS was launched in the UK and US in January
2016, and in July 2016 at the International ESRI User Group in San
Diego we announced availability of 1Integrate for ArcGIS mobility
capability. 1Integrate for ArcGIS is built on the ESRI platform,
which has millions of users globally and ESRI are the market leader
in GIS (Geographic Information System). Our 1Integrate for ArcGIS
solution can ensure compliance of data across the enterprise. The
solution provides automated data validation and management for the
ArcGIS platform and is now available across the delivering
offerings, ArcGIS server, ArcGIS desktop and ESRI mobile
applications such as collector, and Survey123 for ArcGIS.
Sales for the year ended 31 January 2017 have been slow, we have
spent the financial year targeting the market and growing awareness
of the product and our partnership with ESRI. The focus has been on
key markets such as the UK and the US, and we have attended key
ESRI user conferences and carried out some joint marketing
activity. We do however have some key customers using the product
such as The State of Arizona in the US and Ordnance Survey Great
Britain.
*ESRI is a privately held US company and has a 43% share of the
GIS market and around 350,000 organisations use its core ArcGIS
software. This strategically important product makes 1Spatial's
unique technology available directly from within the ESRI user
interface. 1Integrate for ArcGIS opens up ESRI's customer base to
1Spatial.
HERE*
In January 2016, 1Spatial and HERE announced a strategic
partnership. This was born out of a project at US Census where we
partnered to provide automated integration and data quality to the
HERE data sets which were enhancing the US Census data model. This
project is still in place and we are working together. We have a
number of other opportunities in the pipeline with HERE, allowing
HERE to offer a more tailored version of their data sets through
the use of 1Spatial technology in an automated and repeatable
process. To date most of the opportunities have been in the US
market but we are looking to expand this into European markets.
*HERE, previously known as Navteq, is a leader in the field of
location intelligence, delivering precise and up-to-date maps and
"location experiences" across multiple screens and operating
systems. Drawing on more than 80,000 sources of data, HERE offers
maps, voice guided navigation and live traffic information.
Our reseller revenues
Our clients will often require another vendor's technology as
part of providing the client with the right solution for them. We
currently distribute two vendors' software; FME from Safe Software
and Geo-cortex from Latitude Geographics. This represents 8% of our
revenue in 2017 and we retain a 40% margin on these sales.
Our geographic reach
Key geographies are UK/Ireland, France/Belgium, the US and
Australia. As noted above, each has a Country manager/CEO with
profit and loss responsibility.
As per our stated strategy in previous years, a key growth
geography is the US. We have a significant pipeline building in
this geography however, the sales cycle time in this geography,
particular in the Federal government, is long. We anticipate that
some of these larger deals which we are engaged on will start to
close during the year ending 31 January 2018.
Subsequent to the year-end we took 100% control of our US
operation.
Our customers
As mentioned in this report, our customer strategy is focused on
maintaining and growing a group of key large customers who have
been with 1Spatial for many years, along with a focus on growing
market share and client acquisition in selected vertical markets
were we have expertise such as Utilities and Transportation.
With our focus on the Utility sector as an industry over the
past couple of years we have seen good growth in this sector.
Below are key customer highlights for this financial year:
US Census Bureau - we continue to work with the US Census Bureau
and they awarded us a further US$1.7m during the year which
commenced delivery in September 2016.
AdV - The committee responsible for co-ordinating the surveying
and mapping of Germany has been a customer of 1Spatial for many
years and we recently worked with them on a major project. They had
previously been working on a five-year production cycle for maps
and this timeframe was no longer meeting the needs of the
customers. 1Spatial worked with AdV to review the very complex
requirements they had to get an automated solution that could run
across states. Through innovation of the 1Spatial generalisation
solution and ultimately automation there has been a 40% reduction
in time to take the previous cycle from 5 years to 3 years.
Arizona Department of Transport (ADOT) - A new client for
1Spatial in the US, ADOT had been looking for ways to improve the
way it responded to the demand for information from the Federal
Highways Administration. Working with 1Spatial and through the use
of the 1Integrate solution, ADOT have implemented an automated
repeatable process to simplify and smooth the creation and
maintenance of their state-wide road dataset. Automating the
maintenance of the state-wide road network saves ADOT money, time
and resources and makes the department more efficient. Importantly,
this data can now been used to support innovation projects in the
state.
Northumbrian Water - 1Spatial and Northumbrian Water innovative
partnership to enhance response times for customers who experience
problems with their sewer network in and around their properties.
This was an outcome from when Northumbrian Water assumed
responsibility for 13,500km of private drains and sewers under a
government law change from property owners to water companies.
However the problem Northumbrian Water faced was that only 5% of
the network was mapped. Working in partnership with 1Spatial and
using 1Spatial consultants and the 1Integrate solutions along with
subject matter experts from Northumbrian, the mapping process was
completed in 1/8 of the time originally planned and resulted in
savings of GBP8.8m. This project has been short-listed for a number
innovation awards in the IT and Utility sector.
Network Rail - 1Spatial were chosen to provide a web-based
mapping and asset management solution for Network Rail. Network
Rail are currently undertaking a five-year GBP330m transformation
programme to improve its approaches to acquisition, storage and
usage of asset information. As part of this project, 1Spatial has
delivered a solution to visualise accurate, real time, asset
information.
Focus on Enables IT - Network Managed Services (FY17 Revenues -
GBP6.9m)
What does Enables IT do?
Enables IT is a technology enabled solutions provider which
offers a tailored cloud, network and managed service solutions as
well as a full suite of IT consultancy and project management
solutions. Revenue leverage is through its bespoke end-to-end
manged IT offering to SMEs.
Enables IT provides services mainly to the SME market but does
have one very significant client in the healthcare sector and the
business continue to be profitable and cash generative. With its
own data centre, Enables IT offers public, private and hybrid cloud
solutions with everything from Backup-as-a-Service through to
managed desktops. Enables IT gives you on-demand access to
best-in-class software, hardware and tools. It has an end-to-end IT
capability that provides everything from consultancy and project
management to the installation of physical infrastructure with a
24/7 service support desk.
Size of market
IT outsourcing and the provision of managed services in the UK
is spread across a wide and fragmented market place. Services are
provided by a range of businesses including telecommunications,
network operators, generalist IT providers, technology enabled
solutions providers and more focused managed service providers.
Evolving business models have resulted in products and services
being provided in four main forms (hardware/devices, software,
datacentres/infrastructure and IT services) to three main customer
types, government, large enterprises and SMEs.
Analysis by Gartner predicts that UK IT spend is forecast to
exceed GBP117billion in 2019 - an increase of 10% from GBP106
billion in 2015.
Team, geography and customers
Enables IT is led by Managing Director Mike Wallis. Mike founded
Enables IT and has been with the business for over 25 years. He is
supported by General Manager Elizabeth Godding who in turn manages
a skilled workforce of 33 at the head office based in
Leatherhead.
The majority of Enables IT's clients are based in the UK with
sector expertise across healthcare, legal services and
education.
Enables IT has long-term embedded customer relationships (5
years plus) generating 75% of its annual revenue.
Review of the Group for the year ended 31 January 2017
The last financial year to 31 January 2017 was very challenging
and the revenues and adjusted EBITDA did not meet expectations. The
impact of this was an adjusted EBITDA loss in the period as well as
cash outflows. We updated the market on 20 December 2016 to
disclose reduced estimations and expectations of a marginal
adjusted EBITDA loss due to a number of factors including contract
timings and the decision to transition the business model to one of
annualised revenues.
Since then a number of Board changes have taken place and the
business has been restructured. The Board believes the business is
now on a stable platform and ready for growth.
Results
Overall, revenues increased on the prior year due to the
inclusion of Enables IT for a full year, this was only for 6 months
in the prior year. 1Spatial Inc.'s results have been included from
February 2016 when the Group acquired control of the entity.
The Board focusses on adjusted EBITDA as a key KPI as it
reflects the underlying performance of the business. It is also a
measure used by its broker and the rest of the financial markets
including other brokers and analysts.
A summary of the continuing operations compared to the prior
year are set out below. The operations of Avisen UK, Storage Fusion
and Enables IT Inc. are shown within discontinued operations.
As at 31 January 2017 the Group had a secured order book of
GBP5.0m (excluding support and maintenance).
2017 2016
Central Geospatial Cloud Total Central Geospatial Cloud Total
costs GBPm GBPm GBPm costs GBPm GBPm GBPm
GBPm GBPm
Revenue - 15.1 6.9 22.0 - 16.0 2.3 18.3
Cost
of sales - (6.8) (5.5) (12.3) - (6.2) (1.5) (7.7)
-------- ----------- ------ ------- -------- ----------- ------ ------
Gross
profit - 8.3 1.4 9.7 - 9.8 0.8 10.6
Gross
profit
% 55% 20% 44% 61% 35% 58%
Admin
expenses (2.4) (6.8) (0.9) (10.1) (2.1) (5.1) (0.5) (7.7)
-------- ----------- ------ ------- -------- ----------- ------ ------
Adjusted
* EBITDA (2.4) 1.5 0.5 (0.4) (2.1) 4.7 0.3 2.9
Geospatial
GIS Solutions delivers 69% of the Group's revenue and represents
the core strategic focus of the business; the provision of software
and services for the management of geospatial data. The division is
underpinned by a number of recurring revenue contracts from large
customers with well-established relationships including a US$1.7m
extension contract with the US Census Bureau.
The overall revenues were down by 5% but on a like-for-like
basis when 1Spatial Inc. is included (t was included for 11 months
in 2017 but not in 2016) the revenues are down by 20%.
The split of the GBP15.1m revenue is as follows:
2017 2016
GBPm GBPm
Licences - own 0.6 4% 1.7 11%
Licences - third party 0.9 6% 1.0 6%
Services 6.6 43% 6.8 42%
Support and maintenance
(S&M) - own 6.2 41% 5.8 36%
Support and maintenance
(S&M) - third party 0.8 6% 0.7 5%
----- -----
15.1 16.0
----- -----
Key reasons for revenues being down on the prior year are the
reduction in licences and services sold in the year, mainly due to
a lack of focus and execution (as noted in my review above) coupled
with long sales cycles and some changes to the business model in
terms of annual licensing.
Support and maintenance revenues still remain strong - we have
approximately 330 customers on support and maintenance.
The gross profit % was down on the prior year from 61% to 55% as
a result of the change in the product mix (licences are higher
margin).
Costs have increased during the year ended 31 January 2017 due
to the addition of the US operations.
Overall, the adjusted EBITDA trading results for the Geospatial
division were disappointing - driven by a lack of revenue and too
much cost, which was addressed and reduced in January 2017.
Enables IT
Cloud Services (representing 31% of revenue) provides important
capabilities including hosting for cloud services, managed
services, network services, 24/7 support, storage management,
project management expertise and business intelligence solutions.
We have approximately 130 customers on recurring revenue streams
(support and maintenance).
The 2016 revenues include only six months of Enables IT.
2017 2016
GBPm GBPm
Services 1.3 19% 0.5 23%
Support and maintenance
(S&M) 1.6 24% 0.9 39%
Products 4.0 57% 0.9 38%
----- -----
6.9 2.3
----- -----
The gross profit % was down on the prior year from 35% to 20% as
a result of the change in the product mix.
Administrative expenses were broadly in line with the prior year
but as a result of the lower gross margin, adjusted EBITDA on an
annualised basis was slightly behind the prior financial
period.
Central costs
Central costs were higher than the previous year due to
increased travel costs and professional fees.
Overall result for the year
2017 2016
GBPm GBPm
Adjusted* EBITDA (loss)/profit (0.4) 2.9
Depreciation (0.5) (0.4)
Amortisation and impairment of intangible
assets (11.4) (1.1)
Share-based payment charge (0.6) (1.0)
Strategic, integration and other
one-off items (2.6) (1.1)
Operating loss (15.5) (0.7)
Net finance cost - -
Share of associates' results (0.3) (0.4)
Loss before tax (15.8) (1.1)
Tax 1.0 0.5
------- ------
Loss for the year - continuing operations (14.8) (0.6)
(Loss)/profit for the year - discontinued
operations (3.5) 0.6
------- ------
Result for the year (18.3) -
------- ------
* Adjusted EBITDA is stated net of certain strategic,
integration, other one-off costs and share option charge. See note
3 to the Accounts for further information.
Amortisation and impairment of intangible assets
The most significant line item in the classifications below
adjusted EBITDA is the amortisation and impairment of intangible
assets. Given the loss-making adjusted EBITDA in the period and the
significant cash outflow in the period from operations (including
the R&D cost) it was prudent for the Board to undertake an
impairment review on a realistic and prudent basis.
Given this review, the total impairment was GBP11.2m, GBP9.4m of
which relates to continuing operations.
Share-based payment charge
The share option charge represents the 'non-cash' charge under
IFRS 2 attributable to issuing share options this financial year.
The decrease in this charge is due to the effect of leavers in the
year.
Strategic, integration and other one-off items
2017 2016
GBPm GBPm
Costs associated with corporate transactions
and other strategic costs 0.2 0.6
Integration costs associated with
Enables IT and 1Spatial Inc. business 0.1 0.1
Loss-making contract release in Belgium - (0.2)
Defined benefit pension provision
in France - 0.5
Loss on sale of building in Belgium - 0.3
System development costs 0.1 -
Restructuring and redundancy costs 0.9 0.1
Provision for amounts receivable
from Sitemap Ltd 1.3 -
Release of liability for sales tax
exposure - (0.4)
Other - 0.1
Total 2.6 1.1
============================================== ====== ======
Given the recent acquisitive nature of the business, the Group
incurs one-off costs which impact the overall underlying results of
the business. Where possible the Group seeks to separate these out
along with any other one-off items which the Board believe should
be shown separately in this category.
A summary of key transactions within this category, are set out
above with further details provided in note 3. The overall figure
has increased compared to the prior year with the majority of the
increase stemming from the GBP1.3m provision for amounts receivable
from its associate company, Sitemap Ltd which were of a funding
nature. The other significant increase is the cost of restructuring
and redundancy, mainly due to Board of Director changes.
Tax
The tax credit for the Group is GBP1.0m (2016: GBP0.5m). This is
a largely a result of the deferred tax impact on the significant
impairments in the year.
Loss for the year from discontinued operations
The losses for the year from discontinued operations relates to
the sale of Avisen, the closure of Storage Fusion and the sale of
Enables IT Inc. The Enables IT Inc. (US) business was sold after
the year end but was classified as discontinued given that the
Board had made a decision to sell this prior to the year end.
Statement of financial position
The Group's statement of financial position at 31 January 2017
is significantly decreased on the prior year, with net assets of
GBP9.2m - down from GBP25.7m at 31 January 2016.
Non-current assets
Intangible assets including goodwill
Goodwill and intangible assets decreased by GBP6.9m in the year.
Goodwill and intangibles balances of GBP0.9m were reclassified to
the statement of financial position category of 'Assets of disposal
group classified as held for sale' and impaired in that statement
of financial position category, and within the loss from
discontinued operations. Significant impairment charges of GBP10.2m
were booked against both goodwill and intangible asset balances,
GBP9.4m of which relates to continuing operations and the balance
of GBP0.8m to discontinued operations Avisen UK Limited and Storage
Fusion Limited.
Property, plant and equipment
This decrease of GBP0.6m in the year is mainly as a result of
including the property, plant and equipment of Enables IT Inc.
(GBP0.6m) within the separate statement of financial position total
of 'Assets of disposal group classified as held for sale'.
Interests in associates
This represents the interest in Sitemap Ltd, as well as the
interest in 1Spatial Inc. up to February 2016, before the Group
acquired a controlling interest. The decrease in the year is a
result of equity-accounting the associates' losses in the year.
Current assets
Trade and other receivables
Trade and other receivables were GBP8.9m, a decrease of GBP1.9m
on the prior year balance of GBP10.8m. One of the main reasons for
this is the balances attributable to discontinued operations that
at the current year end are either sold (Avisen UK Limited),
dormant (Storage Fusion Limited) or otherwise reclassified as held
for sale (Enables IT Inc.) which make up GBP1m in the prior year.
The remaining decrease comes from the provision for all amounts due
from Sitemap Ltd in the current year (GBP0.4m due from Sitemap Ltd
last year) and a decrease in trade receivables of GBP1.5m which is
offset by an increase in trade and other receivables of GBP0.7m due
to the inclusion of 1Spatial Inc.'s current assets in the year, on
gaining control of this company.
Cash balance
Net funds reduced from GBP5.0m in the prior year to GBP0.6m,
after gross proceeds from a share issue of GBP0.9m. The analysis of
this is discussed in the cash flow section below.
Assets and liabilities of disposal group classified as held for
sale
In accordance with IFRS 5, the assets and liabilities of Enables
IT Inc. (which was identified as a disposal group held for sale)
were written down to their fair value less costs to sell of
GBP0.1m.
Current liabilities
Trade and other payables were GBP12.1m, an increase of GBP1.4m
on the prior year balance of GBP10.7m. On a like-for-like basis,
trade and other payables increased by GBP1.2m and the inclusion of
1Spatial Inc.'s current liabilities in the year has contributed a
further GBP0.4m to the increase. The impact of discontinued
operations that are not included in the current year balances
offsets these increases with GBP0.7m.
Non-current liabilities
The decrease of GBP0.7m in the deferred tax liability is mainly
attributable to the impact of the impairments in the year referred
to in the Tax section above.
Share capital and reserves
Share capital and share premium increased by GBP0.9m in the year
after the share placing in June 2016. Accumulated losses increased
GBP18.5m, mainly as a result of the significant impairments of
goodwill and intangible balances noted above.
Cash flow
The year end cash and cash equivalents position was GBP1.3m
(2016: GBP5.0m). The Group had net funds of GBP0.6m (2016:
GBP5.0m).
A cash flow bridge is presented below which reconciles the
adjusted* EBITDA to the year end cash balance.
2017
GBPm
Adjusted* EBITDA loss - continuing
operations (0.4)
Adjusted* EBITDA loss - discontinued
operations (1.6)
Exceptional items (paid) (1.0)
Purchase of property, plant and
equipment (0.6)
Expenditure on product development
and intellectual property capitalised (3.6)
Working capital movements 1.6
Acquisition of 1Spatial Inc. (net
of cash acquired) (0.9)
Increase in borrowings (overdraft) 0.7
Issue of shares 0.9
Effect of forex 0.5
--------------------------------------- -----
Net cash outflow (4.4)
Opening net funds 5.0
Closing net funds 0.6
* Adjusted EBITDA is stated net of certain strategic,
integration, other one-off costs and share option charge. See note
3 to the Accounts for further information
Whilst there was a net cash outflow in the period, the above
summary details some of the key cash outflows which are
strategically important for the Group including the acquisition of
1Spatial Inc. and the investment in the R&D activities. From a
trading perspective the main cash outflow was the payment of
exceptional costs which includes restructuring and redundancy costs
of GBP0.7m to streamline the business.
The Company was pleased to secure funds from the placing in June
2016 and which strengthened the cash position together with the
overdraft facility.
1Spatial Inc. (previously LSI)
In February 2016, the Group exercised its option to acquire a
further 26% of 1Spatial Inc. for the sum of US$1.3m (GBP0.9m). The
Group funded this acquisition through a small fund raise of
GBP0.9m. This brought 1Spatial plc's total holding in 1Spatial Inc.
to 73%. Subsequent to the year end, in April 2017, the Group
exercised its final option to acquire the remaining 27% for US$0.9m
(GBP0.7m) through the issue of shares, taking its ownership to
100%. This acquisition positions us to achieve our strategic goals
across the Group. The US is an area of main focus for growth and we
continue to work alongside key customers and partners such as US
Census and ESRI to achieve progress in this region.
Sitemap
In April 2017, 1Spatial acquired the 51% of Sitemap Ltd that it
did not already own for GBP0.2m through the issue of shares. The
Company's investment in Sitemap to date has funded the development
of a solution which locates and visualises sites which best fit
commercial and residential property developer needs. The offering
is still under development with market analysis, research and
business development opportunities being reviewed.
With the final increase in our interests of 1Spatial Inc. and
Sitemap Ltd to 100%, we now have full control of the strategic
direction of all companies across the Group and a clear roadmap to
drive profitable growth.
Outlook
Following a challenging year, we are pleased to now be in a
position of stability with a clear path to growth.
We will continue to drive long-term shareholder value by
executing on our strategy to be a technology enabled solutions
provider investing in our people, technology and relationships with
partners and exploiting the opportunities across geographic markets
particularly in the US.
We have made an encouraging start to the year and have seen some
new opportunities close in the first quarter which has added to our
growing number of opportunities .We look forward to a year of
progress and are positioned well to achieve our strategic goals and
drive profitable growth.
Consolidated statement of comprehensive income
For the year ended 31 January 2017
Note 2017 2016
GBP'000 GBP'000
----------------------------------- ----- --------- ---------
Continuing operations
Revenue 2 22,065 18,262
Cost of sales (12,386) (7,677)
----------------------------------- ----- --------- ---------
Gross profit 9,679 10,585
Administrative expenses (25,129) (11,258)
----------------------------------- ----- --------- ---------
(15,450) (673)
Adjusted* EBITDA (407) 2,902
Less: depreciation (452) (362)
Less: amortisation and
impairment of intangible
assets 5 (11,408) (1,156)
Less: share-based payment
charge (566) (976)
Less: strategic, integration
and other one-off items 3 (2,617) (1,081)
----------------------------------- ----- --------- ---------
Operating loss (15,450) (673)
Finance income 176 74
Finance costs (208) (101)
----------------------------------- ----- --------- ---------
Net finance cost (32) (27)
Share of net loss of associates
accounted for using the
equity method 6 (266) (421)
Loss before tax (15,748) (1,121)
Income tax credit 4 988 503
Loss for the year from
continuing operations (14,760) (618)
Discontinued operations
(Loss)/profit for the
year from discontinued
operations (attributable
to equity holders of the
company) 9 (3,542) 630
(Loss)/profit for the
year attributable to:
Equity shareholders of
the Parent (18,423) 12
Non-controlling interest 121 -
----------------------------------- ----- --------- ---------
(18,302) 12
=================================== ===== ========= =========
Other comprehensive income/(loss)
Items that may subsequently
be reclassified to profit
or loss:
Actuarial (losses)/gains
arising on defined benefit
pension, net of tax (36) 56
Exchange differences arising
on translation of net
assets of foreign operations 281 (140)
Other comprehensive profit/(loss)
for the year, net of tax 245 (84)
Total comprehensive loss
for the year (18,057) (72)
----------------------------------- ----- --------- ---------
Total comprehensive loss
attributable to:
Equity shareholders of
the Parent (18,169) (72)
Non-controlling interest 112 -
----------------------------------- ----- --------- ---------
(18,057) (72)
=================================== ===== ========= =========
Total comprehensive loss
attributable to equity
shareholders of the Parent
arises from:
* Continuing operations (14,258) (515)
* Discontinued operations (3,799) 443
----------------------------------- ----- --------- ---------
(18,057) (72)
=================================== ===== ========= =========
Note 2017 2016
GBP'000 GBP'000
(Loss)/earnings per ordinary
share from continuing
and discontinued operations
attributable to the owners
of the parent during the
year (expressed in pence
per ordinary share):
Basic (loss)/earnings
per share (2.53) 0.00
From continuing operations 15 (2.04) (0.09)
From discontinued operations 15 (0.49) 0.09
Diluted (loss)/earnings
per share (2.53) 0.00
From continuing operations 15 (2.04) (0.09)
From discontinued operations 15 (0.49) 0.09
* Adjusted for strategic, integration, other
one-off items (note 3) and share-based payment
charge.
Registered company number (England): 5429800
Consolidated statement of financial position
As at 31 January 2017
*Restated
Note 2017 2016
GBP'000 GBP'000
-------------------------------- ----- --------- ---------
Assets
Non-current assets
Intangible assets including
goodwill 5 11,968 18,900
Property, plant and equipment 1,057 1,638
Interests in associates 6 - 1,577
-------------------------------- ----- --------- ---------
Total non-current assets 13,025 22,115
-------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 7 8,929 10,815
Current income tax receivable - 391
Cash and cash equivalents 8 1,285 4,996
Total current assets 10,214 16,202
-------------------------------- ----- --------- ---------
Assets of disposal group
classified as held for
sale 9 547 -
-------------------------------- ----- --------- ---------
Total assets 23,786 38,317
-------------------------------- ----- --------- ---------
Liabilities
Current liabilities
Bank borrowings (681) -
Trade and other payables 10 (12,072) (10,686)
Current income tax liabilities (23) -
Obligations under finance
leases (11) -
Provisions 11 (242) (385)
-------------------------------- ----- --------- ---------
Total current liabilities (13,029) (11,071)
-------------------------------- ----- --------- ---------
Non-current liabilities
Obligations under finance
leases (53) -
Defined benefit pension
obligation (614) (457)
Deferred tax 12 (421) (1,122)
Total non-current liabilities (1,088) (1,579)
-------------------------------- ----- --------- ---------
Liabilities of disposal
group classified as held
for sale 9 (447) -
Total liabilities (14,564) (12,650)
-------------------------------- ----- --------- ---------
Net assets 9,222 25,667
================================ ===== ========= =========
Share capital and reserves
Share capital 13 16,449 16,223
Share premium account 13 22,931 22,264
Own shares held 13 (303) (306)
Equity-settled employee
benefits reserve 13 3,254 2,688
Merger reserve 13 15,347 15,347
Reverse acquisition reserve 13 (11,584) (11,584)
Currency translation reserve 13 (142) (432)
Accumulated losses (36,992) (18,533)
-------------------------------- ----- --------- ---------
Total equity attributable
to shareholders of the
parent 8,960 25,667
Non-controlling interests 262 -
Total equity 9,222 25,667
================================ ===== ========= =========
* During the course of the integration of the Enables IT group,
additional loss-making contract provisions were identified as being
required on acquisition. As these were identified within 12 months
of the acquisition, they have been reflected as fair value
adjustments at acquisition in accordance with IFRS 3, 'Business
combinations'. The adjustment has been to increase goodwill and
provisions by GBP41,000.
Consolidated statement of changes in equity
For the year ended 31 January 2017
GBP'000 Share Share Own Equity-settled Merger Reverse Currency Accumulated Total equity Non-controlling Total
capital premium shares employee reserve acquisition translation losses attributable interest equity
account held benefits reserve reserve to
reserve shareholders
of the
parent
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Balance at 1
February 2015 15,572 20,608 (306) 1,711 13,900 (11,584) (292) (18,601) 21,008 - 21,008
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Comprehensive
(loss)/income
Profit for the
year - - - - - - - 12 12 - 12
Other
comprehensive
income/(loss)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Actuarial gains
arising on
defined benefit
pension - - - - - - - 56 56 - 56
Exchange
differences on
translating
foreign
operations - - - - - - (140) - (140) - (140)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Total other
comprehensive
(loss)/income - - - - - - (140) 56 (84) - (84)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Total
comprehensive
(loss)/income - - - - - - (140) 68 (72) - (72)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Transactions
with owners
Proceeds from
shares issued
(note 13) 651 1,656 - - 1,447 - - - 3,754 - 3,754
Recognition of
share-based
payments - - - 977 - - - - 977 - 977
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
651 1,656 - 977 1,447 - - - 4,731 - 4,731
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Balance at 31
January 2016 16,223 22,264 (306) 2,688 15,347 (11,584) (432) (18,533) 25,667 - 25,667
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Comprehensive
(loss)/income
Loss for the
year - - - - - - - (18,423) (18,423) 121 (18,302)
Other
comprehensive
income/(loss)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Actuarial losses
arising on
defined benefit
pension - - - - - - - (36) (36) - (36)
Exchange
differences on
translating
foreign
operations - - - - - - 290 - 290 (9) 281
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Total other
comprehensive
income/(loss) - - - - - - 290 (36) 254 (9) 245
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Total
comprehensive
(loss)/income - - - - - - 290 (18,459) (18,169) 112 (18,057)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Transactions
with owners
Exercise of
share options - 11 3 - - - - - 14 - 14
Proceeds from
shares issued
(note 13) net
of share issue
costs of GBP23k 226 656 - - - - - - 882 - 882
Recognition of
share-based
payments - - - 566 - - - - 566 - 566
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
226 667 3 566 - - - - 1,462 - 1,462
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Transactions
with
non-controlling
interest
Non-controlling
interest
arising on
acquisition - - - - - - - - - 150 150
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
- - - - - - - - - 150 150
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Balance at 31
January 2017 16,449 22,931 (303) 3,254 15,347 (11,584) (142) (36,992) 8,960 262 9,222
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ ------------- ---------------- ---------
Consolidated statement of cash flows
For the year ended 31 January 2017
Note 2017 2016
GBP'000 GBP'000
Cash flows from operating
activities
Cash used in operations (a) (1,061) (721)
Interest received 3 74
Interest paid (169) (105)
Tax received 425 55
--------------------------------- -----
Net cash used in operating
activities (802) (697)
--------------------------------- ----- --------- ---------
Cash flows from investing
activities
Acquisition of subsidiary
(net of cash acquired) 9 (852) 465
Cash disposed with subsidiary (48) -
Acquisition of investment
in associate 6 - (1,498)
Purchase of property, plant
and equipment (574) (841)
Proceeds from sale of property,
plant and equipment 84 52
Proceeds from sale of building
(asset previously held
for sale) - 687
Expenditure on product
development and intellectual
property capitalised (3,552) (3,011)
Net cash used in investing
activities (4,942) (4,146)
--------------------------------- ----- --------- ---------
Cash flows from financing
activities
Repayment of borrowings - (438)
Net proceeds of share issue 13 896 1,940
Net cash generated from
financing activities 896 1,502
--------------------------------- ----- --------- ---------
Net decrease in cash and
cash equivalents (4,848) (3,341)
Cash and cash equivalents
at start of year 4,996 8,250
Less cash and cash equivalents
in assets held for sale (51) -
Effects of foreign exchange
on cash and cash equivalents 507 87
--------------------------------- ----- --------- ---------
Cash and cash equivalents
at end of year (b) 604 4,996
================================= ===== ========= =========
Cash flows of discontinued operations included above
2017 2016
GBP'000 GBP'000
Net cash generated from/(used
in) operating activities 434 (217)
Net cash used in investing activities (668) (344)
Total (234) (561)
--------------------------------------- --------- ---------
Notes to the consolidated statement of cash flows
(a) Cash used in operations
Note 2017 2016
GBP'000 GBP'000
--------------------------------- ------ --------- ---------
Loss before tax including
discontinued operations (19,455) (491)
Adjustments for:
Share of net loss of associates 266 421
Net finance cost 176 31
Depreciation 795 427
Amortisation and impairment
of intangible assets 14,445 1,474
Share-based payment charge 566 977
Net foreign exchange movement (544) (202)
Loss on disposal of building
(asset previously held for
sale) - 272
Loss on disposal of property,
plant and equipment 33 18
Decrease/(increase) in trade
and other receivables 2,233 (3,012)
Increase in trade and other
payables 538 134
Decrease in provisions (155) (1,283)
Increase in defined benefit
pension obligation 41 513
Cash used in operations (1,061) (721)
========================================= ========= =========
(b) Reconciliation of net cash flow to movement in net funds
2017 2016
GBP'000 GBP'000
-------------------------------- --------- ---------
Decrease in cash in the
year (4,848) (3,341)
Net cash outflow in respect
of borrowings paid - 438
Changes resulting from cash
flows (4,848) (2,903)
Less cash and cash equivalents
in assets held for sale (51) -
Effect of foreign exchange 507 82
Change in net funds (4,392) (2,821)
Net funds at beginning of
year 4,996 7,817
--------------------------------- --------- ---------
Net funds at end of year 604 4,996
================================= ========= =========
Analysis of net funds
Cash and cash equivalents
classified as:
Current assets 1,285 4,996
Bank and other loans (681) -
-------------------------------- --------- ---------
Net funds at end of year 604 4,996
================================= ========= =========
Notes to the preliminary information
For the year ended 31 January 2017
1. Basis of preparation
The preliminary information of 1Spatial plc is prepared in
accordance with International Financial Reporting Standards (IFRS)
and IFRS Interpretations Committee (IFRS IC) interpretations as
adopted by the European Union and the Companies Act 2006 applicable
to companies reporting under IFRS, and comply with Article 4 of the
EU IAS Regulation.
The preliminary information has been prepared on the historical
cost basis, except for the revaluation of certain financial
instruments. The preliminary information is presented in Sterling
and all values are rounded to the nearest thousand pounds (GBP000)
except when otherwise indicated.
The accounting policies adopted in the preparation of the
preliminary information are consistent with those followed in the
preparation of the financial statements for the year ended 31
January 2016.
The results shown for the year ended 31 January 2017 and 31
January 2016 are audited. The consolidated financial information
contained in this announcement does not constitute statutory
accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts of the Company in respect of the financial
year ended 31 January 2017 were approved by the Board of directors
on 22 May 2017 and will be delivered to the Registrar of Companies
in due course. The report of the auditors on those accounts was
unqualified and did not contain an emphasis of matter paragraph nor
any statement under Section 498 of the Companies Act 2006.
.
2. Segmental information
Management has determined the operating segments based on the
reports reviewed by the Board that are used to make strategic
decisions.
The United Kingdom is the home country of the Group. For
management purposes during the year, the Group was organised into
the following operating divisions - Central costs, Geospatial
(1Spatial Group including France and Belgium and 1Spatial Inc.
(previously Laser Scan Inc.)) and Cloud, (Avisen, Enables IT,
Storage Fusion and Sitemap). These divisions are the basis on which
the Group reports its segmental information. The Geospatial
business represents the core 1Spatial business which has offices in
the UK (Cambridge), Ireland, France, Belgium, Australia and the USA
(Washington DC). The Cloud Services division represents the Enables
IT business plus the two smaller businesses previously operated by
the Group, of Avisen and Storage Fusion. Avisen, Enables IT Inc.
and Storage Fusion have been treated as discontinued operations in
this preliminary information, within the Cloud segment. The Central
costs mainly represent costs associated with 1Spatial plc including
costs of the Board of Directors and other costs which are not
specific to any of the other segments. Examples of cost include the
Group accounting function and marketing. It also includes costs
associated with being an AIM listed company and other statutory
costs including audit fees.
The Board assesses the performance of the operating segments
based on a measure of adjusted EBITDA. This measurement basis
excludes the effects of strategic, integration and other one-off
items from the operating segments.
2. Segmental information
The segment information provided to the Board for the reportable
segments for the year ended 31 January 2017 is as follows:
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2017 GBP'000
Revenue - 15,133 6,932 22,065
Cost of sales - (6,868) (5,518) (12,386)
-------------------------------- --------- ----------- --------- ---------
Gross profit - 8,265 1,414 9,679
Total administrative
expenses (5,157) (18,758) (1,214) (25,129)
Adjusted EBITDA (2,352) 1,478 467 (407)
Less: depreciation (57) (240) (155) (452)
Less: amortisation and
impairment of intangible
assets - (11,323) (85) (11,408)
Less: share-based payment
charge (550) (16) - (566)
Less: strategic, integration
and other one-off items (2,198) (392) (27) (2,617)
-------------------------------- --------- ----------- --------- ---------
Total operating (loss)/profit (5,157) (10,493) 200 (15,450)
Finance income - 176 - 176
Finance cost (116) (85) (7) (208)
-------------------------------- --------- ----------- --------- ---------
Net finance (cost)/income (116) 91 (7) (32)
Share of net loss of
associates accounted
for using the equity
method - (39) (227) (266)
Loss before tax (5,273) (10,441) (34) (15,748)
Tax - 1,081 (93) 988
-------------------------------- --------- ----------- --------- ---------
Loss for the year (5,273) (9,360) (127) (14,760)
Loss for the year from
discontinued operations - - (3,542) (3,542)
-------------------------------- --------- ----------- --------- ---------
Loss for the year attributable
to:
Equity holders of the
parent (5,273) (9,481) (3,669) (18,423)
Non-controlling interest - 121 - 121
-------------------------------- --------- ----------- --------- ---------
(5,273) (9,360) (3,669) (18,302)
================================ ========= =========== ========= =========
Loss for the year from:
- Continuing operations (5,273) (9,360) (127) (14,760)
- Discontinued operations - - (3,542) (3,542)
--------------------------- -------- -------- -------- ---------
(5,273) (9,360) (3,669) (18,302)
=========================== ======== ======== ======== =========
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2017 GBP'000
Segment assets 323 19,422 4,041 23,786
Segment liabilities (2,304) (8,966) (3,294) (14,564)
--------------------- --------- ----------- --------- ---------
Segment net assets (1,981) 10,456 747 9,222
===================== ========= =========== ========= =========
The revenue from external parties reported to the Board is
measured in a manner consistent with that in the statement of
comprehensive income.
The amounts provided to the Board in the year ended 31 January
2017 with respect to total assets and total liabilities are
measured in a manner consistent with that of the preliminary
information. Assets are allocated based on the operations of the
segment and the physical location of the asset. Liabilities are
allocated based on the operations of the segment.
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2016 GBP'000
Revenue - 15,957 2,305 18,262
Cost of sales - (6,172) (1,505) (7,677)
------------------------------- --------- ----------- --------- ---------
Gross profit - 9,785 800 10,585
Total administrative
expenses (3,216) (7,480) (562) (11,258)
Adjusted EBITDA (2,105) 4,659 348 2,902
Less: depreciation (74) (220) (68) (362)
Less: amortisation and
impairment of intangible
assets - (1,114) (42) (1,156)
Less: share-based payment
charge (690) (286) - (976)
Less: strategic, integration
and other one-off items (347) (734) - (1,081)
------------------------------- --------- ----------- --------- ---------
Total operating (loss)/profit (3,216) 2,305 238 (673)
Finance income 9 65 - 74
Finance cost (3) (95) (3) (101)
------------------------------- --------- ----------- --------- ---------
Net finance income/(cost) 6 (30) (3) (27)
Share of net loss of
associates accounted
for using the equity
method - (148) (273) (421)
(Loss)/profit before
tax (3,210) 2,127 (38) (1,121)
Tax - 495 8 503
------------------------------- --------- ----------- --------- ---------
(Loss)/profit for the
year (3,210) 2,622 (30) (618)
Profit for the year
from discontinued operations - - 630 630
(Loss)/profit for the
year attributable to: (3,210) 2,622 600 12
Equity holders of the
parent (3,210) 2,622 600 12
Non-controlling interest - - - -
------------------------------- --------- ----------- --------- ---------
(3,210) 2,622 600 12
=============================== ========= =========== ========= =========
(Loss)/profit for the
year from:
- Continuing operations (3,210) 2,622 (30) (618)
- Discontinued operations - - 630 630
--------------------------- -------- ------ ----- ------
(3,210) 2,622 600 12
=========================== ======== ====== ===== ======
Central Geospatial Cloud Total
costs
GBP'000 GBP'000 GBP'000 GBP'000
31 January 2016 (restated*)
Segment assets 1,304 28,536 8,477 38,317
Segment liabilities (1,241) (8,132) (3,277) (12,650)
--------------------- --------- ----------- ------------- ---------
Segment net assets 63 20,404 5,200 25,667
===================== ========= =========== ============= =========
* During the course of the integration of the Enables IT group,
additional loss-making contract provisions were identified as being
required on acquisition. As these were identified within 12 months
of the acquisition, they have been reflected as fair value
adjustments at acquisition in accordance with IFRS 3, 'Business
combinations'. The adjustment has been to increase goodwill and
provisions by GBP41,000.
The following table provides an analysis of the Group's
non-current assets located in all countries in which the entity
holds assets.
2016
2017 (restated*)
GBP'000 GBP'000
United Kingdom (being the Company's
country of domicile) 8,965 11,650
Europe 1,498 7,406
United States 2,556 3,047
Rest of World 6 12
--------- -------------
13,025 22,115
========= =============
The following table represents major customers
where revenues exceed 10% of the Group's revenue.
Operating segment 2017 2016
GBP'000 GBP'000
Customer 1 Cloud 5,300 -
The Group's operations are located in the UK, Ireland,
Australia, the United States and mainland Europe. The following
table provides an analysis of the Group's revenue by geographical
destination.
2017 2017 2017 2016 2016 2016
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
United
Kingdom 11,293 565 11,858 8,609 1,215 9,824
Europe 6,479 2 6,481 5,905 1 5,906
United
States 2,653 1,738 4,391 1,392 881 2,273
Rest of
World 1,640 230 1,870 2,356 379 2,735
------------ -------------- --------- ------------ -------------- ---------
22,065 2,535 24,600 18,262 2,476 20,738
============ ============== ========= ============ ============== =========
The following table provides an analysis of the Group's revenue
by country of domicile.
2017 2017 2017 2016 2016 2016
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
United
Kingdom 12,442 797 13,239 11,023 1,595 12,618
Europe 6,121 - 6,121 6,222 - 6,222
United
States 2,262 1,738 4,000 171 881 1,052
Rest of
World 1,240 - 1,240 846 - 846
------------ -------------- --------- ------------ -------------- ---------
22,065 2,535 24,600 18,262 2,476 20,738
============ ============== ========= ============ ============== =========
The following table provides an analysis of the Group's revenue
by category.
2017 2017 2017 2016 2016 2016
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Licences 1,458 69 1,527 2,713 199 2,912
Services 7,872 995 8,867 7,080 1,421 8,501
Support
and maintenance 8,770 1,223 9,993 7,418 779 8,197
Products 3,965 248 4,213 882 77 959
Other - - - 169 - 169
------------ -------------- --------- ------------ -------------- ---------
22,065 2,535 24,600 18,262 2,476 20,738
============ ============== ========= ============ ============== =========
3. Strategic, integration and other one-off items
In accordance with the Group's policy for strategic, integration
and other one-off items, the following charges were included in
this category for the year:
2017 2016
GBP'000 GBP'000
Costs associated with corporate transactions
and other strategic costs 228 630
Integration costs associated with
Enables IT and 1Spatial Inc. business 121 121
Loss-making contract release in Belgium - (254)
Defined benefit pension provision
in France - 454
Loss on sale of building in Belgium - 272
System development costs 105 11
Restructuring and redundancy costs 844 129
Provision for amount receivable from
Sitemap Ltd 1,334 -
Release of liability for sales tax
exposure - (411)
Other (15) 129
Total 2,617 1,081
============================================== ========= =========
Corporate transactions and other strategic costs comprise broker
costs, due diligence and other advisory fees. In addition, and in
line with our stated strategy, the Company assessed other potential
acquisitions during the year and used various advisers to assist
with this process and the overall strategic direction of the
Company.
Integration costs incurred on the acquisition of Enables IT and
1Spatial Inc. include rebranding costs and other costs of aligning
operating strategies and sales and marketing strategies.
In the previous year we identified additional costs related to
the defined benefit pension scheme operated by 1Spatial France, the
subsidiary acquired in June 2013. The Group revised its approach to
estimating the liability in that year which gave rise to the
increased cost. This year there is no such exceptional cost; the
associated costs and income have been recognised within
administrative costs, finance costs and other comprehensive
income.
During the year the Group invested a significant amount in
redesigning its website and HR system.
Substantial cost was incurred in the year to restructure the
Group and the Board of Directors; compensation for loss of office
of GBP375,000 has been included in the amount above.
The Group provided for amounts due from associate Sitemap Ltd
totalling GBP1,334,000 in the year; these amounts relate to funding
the activities of Sitemap Ltd.
4. Income tax charge/(credit)
2017 2016
GBP'000 GBP'000
Current tax
UK corporation tax on income
for year - 45
Foreign tax 33 39
Adjustments in respect of prior
years (22) (175)
----------------------------------- --------- ---------
Total current tax 11 (91)
----------------------------------- --------- ---------
Deferred tax (note 12)
Origination and reversal in
temporary differences (960) (412)
Effect of decreased tax rate
on opening deferred tax position (39) -
Total deferred tax (999) (412)
----------------------------------- --------- ---------
Total tax credit (988) (503)
----------------------------------- --------- ---------
Factors affecting the tax credit for the year:
The tax assessed for the year is higher (2016: lower) than the
standard rate of corporation tax in the UK. The differences are
explained below:
2017 2016
GBP'000 GBP'000
Loss on ordinary activities
before tax (15,748) (1,121)
---------------------------------- --------- ---------
(15,748) (1,121)
---------------------------------- --------- ---------
Loss on ordinary activities
before tax multiplied by the
effective rate of corporation
tax in the UK of 20% (2016:
20.16%) (3,150) (226)
Effect of:
Expenses not deductible for
tax purposes 1,452 240
Income not taxable - (193)
Overseas tax rates higher than
UK tax rates (530) (147)
Tax losses for which no deferred
tax asset was recognised 1,198 76
Adjustments in respect of prior
years (22) (175)
Impact of change in tax rate 64 (78)
---------------------------------- --------- ---------
Total tax credit for year (988) (503)
---------------------------------- --------- ---------
Changes to the UK corporation tax rates were substantively
enacted as part of the Finance Bill 2015 (on 26 October 2015) and
Finance Bill 2016 (on 7 September 2016). These changes included
amongst other things, the reduction in the main rate of UK
corporation tax to 19% with effect from 1 April 2017 and to 17%
with effect from 1 April 2020, so the relevant deferred tax
balances have been re-measured at 17% for the current year end.
5. Intangible assets including goodwill
*Restated
Goodwill Brands Customers Software Development Website Intellectual Total
and costs costs property
related
contracts
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 February
2016 14,510 232 3,680 4,059 8,718 30 26 31,255
Arising on
acquisition 2,310 - 250 - - - - 2,560
Additions - - - 11 3,527 - 14 3,552
Reclassified
as held for
sale (469) - (458) - - - - (927)
Disposals (339) - - - - - - (339)
Effect of foreign
exchange 397 - 188 125 387 - - 1,097
---------------------
At 31 January
2017 16,409 232 3,660 4,195 12,632 30 40 37,198
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment and
amortisation
At 1 February
2016 6,355 96 859 2,370 2,645 30 - 12,355
Reclassified
as held for
sale - - (69) - - - - (69)
Amortisation
- continuing
operations - 23 366 436 1,212 - - 2,037
Amortisation
- discontinued
operations - - 46 - 307 - - 353
Impairment -
continuing
operations 5,077 - 1,214 281 2,799 - - 9,371
Impairment -
discontinued
operations - - - - 874 - - 874
Effect of foreign
exchange - - 83 84 142 - - 309
At 31 January
2017 11,432 119 2,499 3,171 7,979 30 - 25,230
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2017 4,977 113 1,161 1,024 4,653 - 40 11,968
===================== ========= ========= =========== ========= ============ ========= ============= =========
* During the course of the integration of the Enables IT group,
additional loss-making contract provisions were identified as being
required on acquisition. As these were identified within 12 months
of the acquisition, they have been reflected as fair value
adjustments at acquisition in accordance with IFRS 3, 'Business
combinations'. The adjustment has been to increase goodwill and
provisions by GBP41,000.
*Restated
Goodwill Brands Customers Software Development Website Intellectual Total
and costs costs property
related
contracts
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 February
2015 13,268 232 2,357 4,053 5,635 30 18 25,593
Arising on
acquisition
of Enables IT 1,348 - 1,307 - - - - 2,655
Additions - - - - 3,003 - 8 3,011
Effect of foreign
exchange (106) - 16 6 80 - - (4)
---------------------
At 31 January
2016 14,510 232 3,680 4,059 8,718 30 26 31,255
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment and
amortisation
At 1 February
2015 6,355 73 567 1,958 1,881 30 - 10,864
Amortisation - 23 287 409 755 - - 1,474
Effect of foreign
exchange - - 5 3 9 - - 17
At 31 January
2016 6,355 96 859 2,370 2,645 30 - 12,355
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2016 8,155 136 2,821 1,689 6,073 - 26 18,900
===================== ========= ========= =========== ========= ============ ========= ============= =========
The net book amount of development costs includes GBP4,653,000
(2016: GBP6,073,000) internally generated capitalised software
development costs that meet the definition of an intangible asset.
The amortisation charge of GBP2,037,000 (2016: GBP1,474,000) is
included in the administrative expenses in the statement of
comprehensive income.
Impairment tests for goodwill
Goodwill is allocated to the Group's cash-generating units
(CGUs). The basis of the allocation is made to those CGUs that are
expected to benefit from the business combination in which the
goodwill arose, identified according to operating segment. Although
1Spatial and 1Spatial France and 1Spatial Belgium's CGUs are both
in the Geospatial segment, they use different technologies and
generate largely independent cash flows. A summary of the goodwill
allocation is presented below.
2017 2016
-----------------------------------------------
*Restated
Avisen 1Spatial Avisen 1Spatial
& Enables France & Enables France
IT 1Spatial / Belgium Total IT 1Spatial / Belgium Total
Goodwill GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening
NBA 1,073 3,960 3,122 8,155 339 3,346 3,228 6,913
Arising
on acquisition - 2,310 - 2,310 734 614 - 1,348
Reclassified
as held
for sale (254) (215) - (469) - - - -
Disposal (339) - - (339) - - - -
Impairment - (1,562) (3,515) (5,077) - - - -
Foreign
exchange - - 397 397 - - (106) (106)
----------- --------- ------------ --------- ----------- --------- ------------ ---------
Closing
NBA 480 4,493 4 4,977 1,073 3,960 3,122 8,155
=========== ========= ============ ========= =========== ========= ============ =========
The impairment in 1Spatial includes GBP399,000 which relates to
goodwill on the Enables IT acquisition in July 2015 that was
originally attributable to synergies with 1Spatial. The Group's
subsequently changed its strategy making this synergy no longer
achievable.
Basis for calculation of recoverable amount
The Group has prepared, and formally approved, a five-year plan
for each CGU. The detailed plan put together by the management team
and the Board makes judgements and assessments on revenue and gross
profit expectations. This is from both contracted and pipeline
revenue streams. It also takes account of historic success of
winning new work and has been prepared in accordance with IAS 36,
'Impairment of Assets'.
The key assumptions used in the value in use calculations were
the pre-tax discount rates applied (18%) for all CGUs and the
growth assumptions for each CGU. 1Spatial (excluding France and
Belgium) has forecast growth in sales and corresponding costs for
the year ending 31 January 2018 (12% and 2% respectively). Growth
is forecast at 10% for the following three years and 5% thereafter.
1Spatial France and Belgium has forecast an increase in sales of
22% for the year ending 31 January 2018 and a decrease in overheads
of 3% for the year ending 31 January 2018. Growth is forecast at
30% for the next two years and 10% thereafter. Enables IT has
forecast growth in sales and corresponding costs for the year
ending 31 January 2018 (2% and 2% respectively). Growth is forecast
at 10% for the following three years and 5% thereafter. Subsequent
to its acquisition, 1Spatial Inc. has been included with 1Spatial
as a CGU. An impairment review has been performed and impairment
identified in 1Spatial as well as in 1Spatial France and Belgium.
In 1Spatial France and Belgium, all remaining intangible assets
would be impaired if the growth rates were decreased to those of
the other two CGUs.
The rates used in the above assumptions are consistent with
management's knowledge of the industry and strategic plans going
forward. The assumptions noted above have been given in terms of
revenue and overhead percentage growth. For 2018 and subsequent
years, the assumption has been provided in terms of growth on the
prior year EBIT margin. The terminal growth rate of 2% does not
exceed the long-term growth rate for the business in which the CGUs
operate. Discount rates used are pre-tax and reflect specific risks
relating to the relevant segments. The forecasts are most sensitive
to changes in revenue and overhead assumptions (taken together as
the EBIT margin). There would have to be a reduction in forecast
EBIT margin by 56% in the year ending 31 January 2018 for the
headroom to be removed on Enables IT.
6. Interests in associates
Investments in associates are stated at cost less provision for
any impairment.
Associates are accounted for using the equity method in this
preliminary information as set out in the Group's accounting
policies.
2017 2016
GBP'000 GBP'000
Carrying value recognised in the
statement of financial position
at 31 January - 1,577
Share of net loss recognised in
the statement of comprehensive
income: 266 421
Details of the associate at 31 January 2017 are as follows:
Name Principal Place Proportion Proportion of
activity of incorporation of ownership voting power
(or registration) interest held
and operation
31 January 31 January 31 January 31 January
2017 2016 2017 2016
Sitemap
Ltd
(Note Location-based United
1) software Kingdom 49% 49% 49% 49%
1Spatial Location-based United
Inc. software States 73% 47% 73% 47%
(previously
LSI)
(Note
2)
Note 1: Sitemap Ltd was acquired on 30 January 2015, and brings
a new, although complementary, opportunity to the Group in its
potential to generate revenue from data services. The Group's share
of the assets including goodwill of the associate is GBPnil (2016:
GBP227,000).
Note 2: 1Spatial Inc. - the sole US-based distributor of
1Spatial geospatial products and solutions across the Americas -
was acquired on 3 February 2015 by 1Spatial Holdings Limited (a
wholly-owned subsidiary of 1Spatial plc) to provide 1Spatial with
long-term security of its Americas distribution channel, and ensure
continuity of service to key customers. 47 per cent was acquired
for cash consideration of US$2.25m (GBP1.5m).
On 29 February 2016, the Group exercised its call option to
acquire a further 26 per cent of 1Spatial Inc. for US$1.3m
(GBP0.9m), paid in cash, taking the Group's total holding in
1Spatial Inc. to 73 per cent. The remaining 27 per cent call option
was exercised on 11 April 2017 for consideration of US$0.9m,
satisfied by the issue of new ordinary shares in 1Spatial.
The Group's share of the assets including goodwill of the
associate is GBPnil (2016: GBP1,350,000).
Summarised financial information for associates
The financial information reflects the amounts presented in the
financial statements of the associates (and not the Group's share
of those amounts).
Summarised statement of financial position
Sitemap Ltd 1Spatial Inc. (previously
Laser Scan Inc.)
As at As at
31 January 31 January 31 January 31 January
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Note 3
Current assets 54 131 461 567
Non-current assets 1,055 613 286 965
Current liabilities (1,395) (636) (187) (650)
--------------------- ----------- ----------- ------------- -------------
Net assets (286) 108 560 882
--------------------- ----------- ----------- ------------- -------------
Summarised statement of comprehensive income
Sitemap Ltd 1Spatial Inc. (previously
Laser Scan Inc.)
For the year ended For the year ended
31 January 31 January 31 January 31 January
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Note 3
Revenue - - 174 2,124
Gross profit (120) (104) 73 1,267
Administrative
expenses (274) (216) (395) (1,582)
Adjusted EBITDA (124) (129) (292) (89)
Less: depreciation (4) (1) (1) (6)
Less: amortisation
and impairment
of intangible
assets (111) (111) - (53)
Less: strategic,
integration and
other one-off
items (155) (79) (29) (167)
------------------------ ----------- ----------- ------------- -------------
Operating loss (394) (320) (322) (315)
Net finance cost - - - -
Pre-tax loss from
continuing operations (394) (320) (322) (315)
Taxation - - - -
Post-tax loss
from continuing
operations (394) (320) (322) (315)
There are no items in other comprehensive income or expense.
Note 3: The investment in 1Spatial Inc. was made on 3 February
2015. It became a subsidiary in February 2016 when the Group
exercised its option to purchase a further 26% of the share capital
of 1Spatial Inc. (see note 14). The summarised statement of
financial position relating to 1Spatial Inc. above is as at the
date before it ceased to be an associate, and the summarised
statement of comprehensive income relating to 1Spatial Inc. above
is for the period that it was an associate.
Reconciliation of the summarised financial information presented
to the carrying value of the interest in associates:
Sitemap Ltd 1Spatial Inc. Total
(previously
Laser Scan
Inc.)
For the year For the year For the year
ended ended ended
31 January 31 January 31 January 31 January 31 January 31 January
2017 2016 2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Note
3
Opening net assets 108 428 882 - 990 428
Net assets at
time of investment - - - 1,197 - 1,197
Loss for the period (394) (320) (322) (315) (716) (635)
----------- ----------- ----------- ----------- ----------- -----------
Closing net assets (286) 108 560 882 274 990
Interests in associates
(49%, 47%) (140) 53 263 415 123 468
Transfer on acquisition
of control - - (1,198) - (1,198) -
Amounts charged
by group companies,
capitalised in
non-current assets (34) (116) - - (34) (116)
Goodwill 174 290 935 935 1,109 1,225
----------- ----------- ----------- ----------- ----------- -----------
Carrying value - 227 - 1,350 - 1,577
----------- ----------- ----------- ----------- ----------- -----------
7. Trade and other receivables
2017 2016
Current GBP'000 GBP'000
Trade receivables 5,552 6,069
Less: provision for impairment
of trade receivables (626) (45)
--------------------------------- --------- ---------
4,926 6,024
Other taxes and social security 144 119
Other receivables 1,278 1,645
Prepayments and accrued income 2,581 3,027
8,929 10,815
--------------------------------- --------- ---------
The fair value of the Group's trade receivables and other
receivables is the same as its book value stated above. No interest
is charged on overdue receivables.
At 31 January 2017, trade receivables of GBP3,808,000 (2016:
GBP4,008,000) were fully performing. The Group has provided fully
for all receivables which are not considered recoverable. Before
accepting any new customer, the Group assesses the potential
customer's credit quality and defines credit limits by
customer.
At 31 January 2017, trade receivables of GBP1,118,000 (2016:
GBP2,016,000) were past due but not impaired. The ageing analysis
of these customers is set out below. There has been no change in
the credit quality of these balances; they relate to customers
where there is no history of default and are still considered fully
recoverable.
2017 2016
GBP'000 GBP'000
Up to 3 months overdue 1,025 1,684
3 to 6 months overdue 12 251
6 to 12 months overdue 81 43
> 12 months overdue - 38
------------------------
1,118 2,016
------------------------ --------- ---------
As of 31 January 2017, trade receivables of GBP626,000 were
impaired (2016: GBP45,000) and provided for.
The ageing of these receivables is as follows:
2017 2016
GBP'000 GBP'000
Up to 3 months overdue 114 24
3 to 6 months overdue 33 -
6 to 12 months overdue 352 11
> 12 months 127 10
626 45
------------------------ --------- ---------
Movements on the Group provision for impairment of trade
receivables are as follows:
2017 2016
GBP'000 GBP'000
At 1 February 45 16
Creation of provision 581 29
At 31 January 626 45
----------------------- --------- ---------
The creation of the provision for impaired receivables have been
included in administrative expenses in the statement of
comprehensive income.
The other classes within trade and other receivables do not
contain impaired assets and the Group expects to recover these in
full. There are no financial assets whose terms have been
renegotiated that would otherwise be past due or impaired.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable noted above. The Group
does not hold any collateral as security.
8. Cash and cash equivalents
2017 2016
GBP'000 GBP'000
Cash at bank and in hand 1,285 4,941
Financial assets - restricted
access account - 55
------------------------------- --------- ---------
1,285 4,996
------------------------------- --------- ---------
The fair value of the Group's cash and cash equivalents is the
same as its book value stated above.
9. Assets classified as held for sale and discontinued operations
Asset classified as held for sale
The assets and liabilities related to Enables IT, Inc. have been
presented as held for sale following the decision by the Board to
seek buyers for the business during the year. The Board approved
the disposal with the completion date for the transaction being
after the year-end, on 3 March 2017. In accordance with IFRS 5, the
assets and liabilities held for sale were written down to their
fair value less costs to sell of GBP100,000 (at present value).
This is a non-recurring fair value which has been measured using
observable inputs, being the prices for recent sales of similar
businesses, and is therefore within level 2 of the fair value
hierarchy.
(a) Assets of disposal group classified as held for sale
2017
GBP'000
Property, plant and equipment 621
Goodwill 469
Intangible assets 458
Impairment to fair value less costs to sell (1,172)
Other current assets (including GBP51,000
cash and cash equivalents) 171
Total 547
--------------------------------------------- ---------
(b) Liabilities of disposal group classified as held for sale
2017
GBP'000
Trade and other payables 114
Other current liabilities 193
Other long-term liabilities 136
Provisions 4
Total 447
----------------------------- ---------
Discontinued operations
Enables IT, Inc.
Enables IT, Inc. was sold after the year-end, on 3 March 2017 to
the management of the company.
2017 2016
GBP'000 GBP'000
Revenue 1,738 881
Expenses (1,813) (827)
(Loss)/profit before tax of discontinued
operations (75) 54
Tax 8 4
------------------------------------------------- --------- ---------
(Loss)/profit after tax of discontinued
operations (67) 58
------------------------------------------------- --------- ---------
Pre-tax loss recognised on re-measurement
of asset of disposal group (1,172) -
Tax - -
------------------------------------------------- --------- ---------
After tax loss recognised on the re-measurement
of assets of disposal group (1,172) -
------------------------------------------------- --------- ---------
Loss for the year from discontinued
operations (1,239) 58
------------------------------------------------- --------- ---------
In addition to Enables IT, Inc. which has been classified as
discontinued, the Group disposed of Avisen UK Limited and closed
down Storage Fusion Limited during the year, with the results of
these companies also being classified as discontinued.
Avisen UK Limited
Avisen UK Limited was sold on 2 December 2016.
2017 2016
GBP'000 GBP'000
Revenue 727 1,373
Expenses (1,080) (885)
(Loss)/profit before tax of discontinued
operations (353) 488
Tax - 100
------------------------------------------------- --------- ---------
(Loss)/profit after tax of discontinued
operations (353) 588
------------------------------------------------- --------- ---------
Pre-tax loss recognised on re-measurement
of asset of disposal group (816) -
Tax - -
------------------------------------------------- --------- ---------
After tax loss recognised on the re-measurement
of assets of disposal group (816) -
------------------------------------------------- --------- ---------
(Loss)/profit for the year from discontinued
operations (1,169) 588
------------------------------------------------- --------- ---------
Storage Fusion Limited
Storage Fusion Limited was closed down in December 2016.
2017 2016
GBP'000 GBP'000
Revenue 69 222
Expenses (1,203) (435)
Loss before tax of discontinued operations (1,134) (213)
Tax 157 197
-------------------------------------------- --------- ---------
Loss after tax of discontinued operations (977) (16)
-------------------------------------------- --------- ---------
Pre-tax gain/(loss) recognised on
re-measurement of asset of disposal
group (157) -
Tax - -
-------------------------------------------- --------- ---------
After tax gain/(loss) recognised on
the re-measurement of assets of disposal
group (157) -
-------------------------------------------- --------- ---------
Loss for the year from discontinued
operations (1,134) (16)
-------------------------------------------- --------- ---------
10. Trade and other payables
Current
2017 2016
GBP'000 GBP'000
Trade payables 1,824 2,380
Other taxation and social security 2,350 1,848
Other payables 566 588
Accrued liabilities 1,254 1,448
Deferred income 6,078 4,422
12,072 10,686
------------------------------------ --------- ---------
The Directors consider that the book value of trade payables,
taxation, other payables, accrued liabilities and deferred income
approximates to their fair value at the reporting date.
11. Provisions
*Restated
Provision
for long-term Restructuring Termination
contracts provision provision Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 February 2016 367 18 - 385
Additional provision
in the year 28 - 123 151
Amounts released
during the year (287) (19) - (306)
Transferred to
liabilities of
discontinued operations
held for sale (3) - - (3)
Exchange difference 14 1 - 15
-------------------------- --------------- -------------- ------------ ---------
At 31 January 2017 119 - 123 242
-------------------------- --------------- -------------- ------------ ---------
Current 119 - 123 242
Non-current - - - -
-------------------------- --------------- -------------- ------------ ---------
* During the course of the integration of the Enables IT group,
additional loss-making contract provisions were identified as being
required on acquisition. As these were identified within 12 months
of the acquisition, they have been reflected as fair value
adjustments at acquisition in accordance with IFRS 3, 'Business
combinations'. The adjustment has been to increase goodwill and
provisions by GBP41,000.
Provision for long-term contracts
The Group provides for obligations arising under loss-making
contracts on identification of the contract being loss-making.
Restructuring provision
The restructuring provision represented the cost of employee
terminations in 1Spatial Belgium that were announced in January
2015.
Termination provision
The termination provision represents the cost of employee
terminations in the year, and has been classified as a provision as
there is uncertainty over the timing and amount of settlement of
the future obligation.
12. Deferred tax
The following are the major deferred tax liabilities and assets
recognised by the Group and movements thereon during the current
year and prior reporting years.
Property, Other
plant Accelerated temporary
and equipment Tax losses tax depreciation Intangibles differences Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2015 309 (175) 6 1,596 (39) 1,697
Deferred tax
(credit)/charge
for year in profit
or loss (309) (684) 23 492 (157) (635)
Deferred tax
charge for year
in other comprehensive
income - - - - 29 29
Deferred tax
charge/(credit)
arising on the
acquisition of
Enables IT 46 (265) - 248 - 29
Retranslation
foreign exchange
movement - - - 2 - 2
------------------------- --------------- ----------- ------------------ ------------ ------------- ---------
At 1 February
2016 46 (1,124) 29 2,338 (167) 1,122
Acquired in the
year (under business
combination) - - - 100 - 100
Deferred tax
charge/(credit)
for year in profit
or loss (11) 532 (20) (1,667) 167 (999)
Deferred tax
charge/(credit)
for year in other
comprehensive
income - - - 48 - 48
Disposals in
the year - 221 5 (76) - 150
At 31 January
2017 35 (371) 14 743 - 421
------------------------- --------------- ----------- ------------------ ------------ ------------- ---------
Deferred income tax assets are recognised against tax loss
carry-forwards to the extent that the realisation of the related
tax benefit through future taxable benefits is probable. The Group
did not recognise deferred tax assets of GBP3,893,000 (2016:
GBP2,671,000) in respect to losses amounting to GBP14,214,000
(2016: GBP11,715,000) that can be carried forward against future
taxable income, on the grounds that their utilisation is not
probable.
The deferred tax balance is analysed as follows:
Deferred Deferred Total
tax tax liability GBP'000
asset GBP'000
GBP'000
Recoverable within
12 months 110 - 110
Recoverable after 12
months 261 - 261
Settled within 12 months - (234) (234)
Settled after 12 months - (558) (558)
-------------------------- --------- --------------- ---------
371 (792) (421)
-------------------------- --------- --------------- ---------
13. Share capital, share premium account and own shares held
2017 2016
Allotted and fully paid Number Number
Ordinary shares of 1p
each 738,135,558 715,499,308
Deferred shares of 4p
each 226,699,878 226,699,878
Rights of shares
Ordinary shares
The ordinary shares all rank pari passu, have
the right to participate in dividends and other
distributions made by the Company, and to receive
notice of, attend and vote at every general meeting
of the Company. On liquidation, ordinary shareholders
are entitled to participate in the assets available
for distribution pro rata to the amount credited
as paid up on such shares (excluding any premium).
Deferred shares
The deferred shares do not carry voting rights
or a right to receive a dividend. The holders
of deferred shares will not have the right to
receive notice of any general meeting of the
Company, nor have any right to attend, speak
or vote at any such meeting. The deferred shares
will also be incapable of transfer (other than
to the Company). In addition, holders of deferred
shares will only be entitled to a payment on
a return of capital or on a winding up of the
Company after each of the holders of ordinary
shares has received a payment of GBP1,000,000
in respect of each ordinary share. Accordingly,
the deferred shares will have no economic value.
No application will be made for the deferred
shares to be admitted to trading on AIM nor to
trading on any other stock or investment exchange.
Number Allotted, Share Own shares
of shares called premium held
up and account GBP'000
fully GBP'000
paid
shares
GBP'000
At 1 February 2015 877,115,232 15,572 20,608 (306)
Issue of shares 65,083,954 651 1,692 -
Share issue costs - - (36) -
--------------------------- ------------ ---------- --------- -----------
At 1 February 2016 942,199,186 16,223 22,264 (306)
Exercise of share options - - 11 3
Issue of shares 22,636,250 226 679 -
Share issue costs - - (23) -
--------------------------- ------------ ---------- --------- -----------
At 31 January 2017 964,835,436 16,449 22,931 (303)
--------------------------- ------------ ---------- --------- -----------
On 19 April 2016, 303,644 ordinary shares were transferred out
of treasury shares to satisfy an exercise of employee options,
leaving a balance of 3,196,356 ordinary shares in treasury.
On 29 June 2016, 1Spatial plc issued 22,636,250 new ordinary
shares in the capital of the Company at a price of 4p per share,
principally to satisfy the consideration due to the shareholders of
Laser Scan Inc. (now 1Spatial Inc.) following the exercise on 29
February 2016 of the call option held by the Company. Total gross
proceeds of GBP0.9m were raised resulting in GBP0.2m additional
share capital and GBP0.7m additional share premium. Share issue
costs were GBP23,000.
Own shares
As a result of the disposal of Avisen (Pty) SA Limited on 14
July 2010, 3,500,000 shares with a nominal value of 5p each were
purchased and held in treasury. The consideration paid was
GBP306,000. On 28 November 2011, the Company sub-divided its
existing share capital of 5p shares into 1p ordinary shares and 4p
deferred shares.
14. Business combinations
2017
On 3 February 2015 the Group entered into a share purchase
agreement to acquire 47% of US distributor 1Spatial Inc.
(previously Laser Scan Inc.), the US-based provider of spatial data
solutions for cash consideration of US$2.25m (GBP1.5m).
On 29 February 2016, the Group exercised its call option to
acquire a further 26% shareholding in 1Spatial Inc. for US$1.3m
(GBP0.9m), payable in cash, taking the Group's total holding in
1Spatial Inc. to 73%. 1Spatial Inc. is the sole distributor of
1Spatial geospatial products and solutions across the Americas,
which includes significant contracts with the US Census Bureau. The
acquisition strengthens 1Spatial's position within the US market,
which is a significant opportunity for the Group and will be a key
area of focus for the next financial year.
As part of the agreement signed on 3 February 2015, the Group
has the right to acquire the remaining 27% of 1Spatial Inc. from 1
February 2017. On 11 April 2017 the Group acquired the remaining
27% of 1Spatial Inc. for GBP739,000 (US$ 918,000) payable in shares
in accordance with the terms set out in the original share purchase
agreement.
The following table summarises the consideration paid for
1Spatial Inc., non-controlling interests and the fair value of
assets acquired and liabilities assumed at the acquisition
date:
GBP'000
Value of consideration 2,719
Total purchase consideration 2,719
------------------------------ --------
Fair values of assets and liabilities
at the date of acquisition: GBP'000
Intangible assets 250
Property, plant and equipment 36
Cash and cash equivalents 98
Trade and other receivables 363
Trade and other payables (87)
Deferred tax liabilities (100)
Total identifiable net assets 560
--------------------------------------------- --------
- Attributable to non-controlling interests 151
- Attributable to equity shareholders
of the parent 409
Goodwill 2,310
--------------------- ------
Total consideration 2,719
--------------------- ------
Satisfied by:
- Cash 2,448
- Share of associate losses (187)
- Balances due to the group waived
on acquisition 458
------------------------------------ ------
Total consideration transferred 2,719
------------------------------------ ------
Goodwill represents approximately GBP350,000 in relation to the
assembled workforce and GBP1,960,000 in relation to synergies with
the 1Spatial business. The fair value of trade and other
receivables is GBP363,000 and includes trade receivables of
GBP254,000 which is expected to be fully collectable.
Costs relating to the acquisition of GBP31,000 have been
excluded from the consideration stated above and have been
recognised as a charge to the statement of comprehensive income
within administrative expenses.
The acquired business contributed revenues of GBP2,368,000 and a
net profit of GBP446,000 to the Group for the period since
acquisition to 31 January 2017. If the acquisition had occurred on
1 February 2016, consolidated revenue and consolidated loss for the
year ended 31 January 2017 would have been GBP22,239,000 and
GBP14,674,000 respectively.
2016
On 23 July 2015, 1Spatial plc acquired control over Enables IT
Group plc (now Enables IT Group Limited) by acquiring 100% of its
issued share capital for GBP1,813,000. Enables IT Group is a
leading provider of cloud computing, managed and professional
services and was acquired in order to broaden and enhance the
enlarged group's managed services and cloud services offering. The
goodwill of GBP1,307,000 arising on the acquisition is attributable
to the expected synergies and acquired workforce.
The following table summarises the consideration paid for the
Enables IT Group and the final fair value of assets acquired and
liabilities assumed at the acquisition date:
GBP'000
Value of consideration - issue of equity
instruments 1,813
Total purchase consideration 1,813
------------------------------------------ --------
Final fair values of assets and liabilities
at the date of acquisition: GBP'000
Intangible assets:
- Customer lists 1,307
Property, plant and equipment 704
Cash and cash equivalents 465
Inventories 34
Trade and other receivables 753
Trade and other payables (2,247)
Deferred tax liabilities (34)
Provisions * (517)
--------------------------------------------- --------
Total identifiable net assets 465
--------------------------------------------- --------
Goodwill * 1,348
--------------------- ------
Total consideration 1,813
--------------------- ------
Satisfied by:
- Equity instruments (30,831,262 ordinary
shares of 1Spatial plc) 1,813
------------------------------------------- ------
Total consideration transferred 1,813
------------------------------------------- ------
Net cash inflow arising on acquisition
- Cash consideration -
- Less: cash and cash equivalents
acquired 465
---------------------------------------- ----
465
---------------------------------------- ----
Costs relating to the acquisition of GBP253,000 have been
excluded from the consideration stated above and have been
recognised as a charge to the statement of comprehensive income
within administrative expenses.
The fair value of trade and other receivables is GBP753,000 and
includes trade receivables of GBP599,000 which is expected to be
fully collectable.
The acquired business contributed revenues of GBP3,186,000 and a
net profit of GBP27,000 to the Group for the period since
acquisition to 31 January 2016. If the acquisition had occurred on
1 February 2015, consolidated revenue and consolidated loss for the
year ended 31 January 2016 would have been GBP23,554,000 and
GBP147,000 respectively.
* During the course of the integration of the Enables IT group,
additional loss-making contract provisions were identified as being
required on acquisition. As these were identified within 12 months
of the acquisition, they have been reflected as fair value
adjustments at acquisition in accordance with IFRS 3, 'Business
combinations'. The adjustment has been to increase goodwill and
provisions by GBP41,000.
Post year end
On 11 April 2017 the Company acquired the 51% of Sitemap Ltd
that it did not already own for GBP200,000 in shares. The Company's
investment in Sitemap to date has funded the development of a
solution which locates and visualises sites which best fit
commercial and residential property developer needs.
GBP'000
Value of consideration - issue of equity
instruments 200
Total purchase consideration 200
------------------------------------------ --------
Provisional fair values of assets and
liabilities at the date of acquisition: GBP'000
Intangible assets:
- Developed software 200
Property, plant and equipment 2
Prepayments 12
Other taxes and social security 41
Accruals (53)
Total identifiable net assets 202
------------------------------------------ --------
Gain on bargain purchase (2)
-------------------------- ----
Total consideration 200
-------------------------- ----
Satisfied by:
- Equity instruments (5,524,862 ordinary
shares of 1Spatial plc) 200
------------------------------------------ ----
Total consideration transferred 200
------------------------------------------ ----
15. Earnings/(loss) per ordinary share
Basic (loss)/profit per share is calculated by dividing the
(loss)/profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the
year.
2017 2016
GBP'000 GBP'000
(Loss)/profit attributable to equity
shareholders of the Parent (18,423) 12
Less (loss)/profit from discontinued
operations (3,542) 630
---------------------------------------- --------- ---------
Loss from continuing operations (14,881) (618)
Adjustments:
Profit attributable to non-controlling
interest 121 -
Income tax credit (988) (503)
Net finance cost 32 27
Share of net loss of associates
accounted for using the equity
method 266 421
Depreciation 452 362
Amortisation and impairment of
intangible assets 11,408 1,156
Share-based payment charge 566 976
Integration, strategic and one-off
costs 2,617 1,081
Adjusted EBITDA from continuing
operations (407) 2,902
---------------------------------------- --------- ---------
2017 2016
Number Number
000s 000s
Basic weighted average number of
ordinary shares 728,895 691,283
Impact of share options and warrants - 3,593
-------------------------------------- -------- --------
Diluted weighted average number
of ordinary shares 728,895 694,876
-------------------------------------- -------- --------
2017 2016
Pence Pence
Basic (loss)/earnings per share (2.53) 0.00
- from continuing operations (2.04) (0.09)
- from discontinued operations (0.49) 0.09
Diluted (loss)/earnings per share (2.53) 0.00
- from continuing operations (2.04) (0.09)
- from discontinued operations (0.49) 0.09
Basic adjusted EBITDA per share (0.54) 0.53
- from continuing operations (0.06) 0.42
- from discontinued operations (0.49) 0.11
Diluted adjusted EBITDA per share (0.54) 0.53
- from continuing operations (0.06) 0.42
- from discontinued operations (0.49) 0.11
Where there is a loss per share, the share options and share
warrants are not dilutive and hence the diluted earnings per share
is the same as the basic.
16. Availability of annual report and financial statements
Copies of the Company's full annual report and financial
statements are expected to be posted to shareholders in due course
and, once posted, will also be made available to download from the
Company's website at www.1Spatial.com.
The annual report and financial statements will also be made
available for inspection at the Company's registered office during
normal business hours on any weekday. 1Spatial plc is registered in
England and Wales with registered number 5429800. The registered
office is c/o Capita Company Secretarial Services Limited, First
Floor, 40 Dukes Place, London EC3A 7NH.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR AJMATMBTTMIR
(END) Dow Jones Newswires
May 23, 2017 02:02 ET (06:02 GMT)
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