TIDMSPA
RNS Number : 1287T
1Spatial Plc
10 October 2017
10 October 2017
1Spatial plc (AIM: SPA)
("1Spatial", the "Group" or the "Company")
Interim Results for the six month period ended 31 July 2017
Turnaround delivering improved results
The Board of Directors of 1Spatial (the "Board"), the software
solutions provider and global leader in geospatial data management,
is pleased to announce the Group's interim results for the six
month period ended 31 July 2017.
Highlights
In January 2017, the new management team set in place a clear
plan to achieve a strong financial and operational platform for the
business which would be evidenced through the generation of cash,
growing profits and sustainable growth.
The financial performance in this half year provides clear
evidence that the turnaround plan is working.
Financial highlights
-- Revenues grew by 2% from GBP11.9m to GBP12.1m
o High-margin Geospatial underlying revenues** up by 19% from
GBP7.2m to GBP8.6m
o In line with strategy, the low-margin hardware revenues from
IT managed services business have reduced by GBP1m in the
period
o Continued strong recurring revenues base
-- Total cost base (including capitalised costs) reduced by 8%
(GBP1.1m). This equates to an annualised cost saving of
GBP2.2m.
-- Gross profit margin increased from 39% to 43%
-- Adjusted EBITDA* on a like-for-like basis(1) has improved
from a loss of GBP0.4m to a profit of GBP0.3m
-- Operating loss reduced 37% from GBP1.9m to GBP1.2m
-- GBP2.7m positive swing in cash flow in the period (outflow of
GBP0.3m compared to an outflow of GBP3m in H1 2016/17)
o Net cash balance at 31 July 2017 of GBP0.3m (31 January 2017:
GBP0.6m)
o Overdraft facility of GBP3m renewed in May 2017
-- Significantly reduced loss after tax of GBP1.4m (year ended
31 January 2017: GBP18.3m loss: H1 2016/17 loss of GBP2.1m)
-- The board believes that that the current bank overdraft
facility is sufficient to support the Company's working capital
requirements
Operational highlights
-- Sales increased in all geographic segments with a focus on
three key sectors of Land Management, Utilities and
Transportation
o The enhanced sales strategy refocused on the key sectors has
delivered growth from existing clients as well as established
relationships with new potential customers
-- Key customer wins:
o UK - major contract with Northern Gas Networks (NGN). This
will run for an initial three year period with an option to extend
for a further three years
o US - strategically important contract with the US Federal
Highways Administration (FHWA) for software and services together
with ongoing support and maintenance for four option years (total
value US$540k)
o US - strategically important contract with the National
Oceanic and Atmospheric Administration (NOAA) for software and
services together with ongoing support and maintenance for four
option years (total value US$207k)
-- Portfolio streamlined with:
o Disposal of significant share of loss-making business Enables
IT Inc. in March 2017 for GBP0.1m receivable
o Acquisition of the remaining 27% of the Company's exclusive US
distributor 1Spatial Inc. strengthening the Group's ability to
serve key US customers and partners such as US Census and ESRI
o Acquisition of the remaining 51% of Sitemap, strengthening the
Group's technology platform
Board changes
-- The board has continued to be strengthened and includes the following changes :
o Francis Small appointed to the Board as a Non-Executive
Director on 1 August 2017
o Claire Milverton appointed CEO from 9 October 2017
o Nicole Payne appointed CFO from 9 October 2017
Commenting on the results 1Spatial CEO, Claire Milverton,
said:
"The first half has shown considerable progress on our
turnaround strategy. The focus on execution, and a greater
engagement with our existing clients has seen an increase in
revenues. Emphasis on growing our client base has also seen wins
with a number of exciting new clients such as Northern Gas Networks
and the Federal Highways Agency. From a financial perspective
through increased sales and operational effectiveness we've also
delivered a substantial improvement in profitability and cash flow,
both of which remain key priorities for us going forward.
We are confident for the full year and that through our strategy
of working in partnership with our customers to provide them with
technology enabled innovative solutions, we are well placed to grow
a substantial, profitable and cash-generative business out into the
future".
* Adjusted for strategic, integration, other one-off items and
share-based payment charge
** Underlying revenue - revenue on a like-for-like(1) basis, at
constant currency (prior period figures at current period exchange
rates)
(1) Like-for-like - prior half year revenues include GBP0.4m of
revenues arising from recharges to associates, that are not
recurring in the current half year as a result of these associates
now being wholly-owned and the revenue being eliminated on
consolidation
For further information, please contact:
1Spatial plc 01223 420 414
Andrew Roberts / Claire
Milverton
N+1 Singer 020 7496 3000
Shaun Dobson / Lauren
Kettle
FTI Consulting 020 3727 1000
Dwight Burden / Alex Le 1spatial@fticonsulting.com
May
About 1Spatial
1Spatial plc is a group of market leading software and solutions
companies trading under the brands 1Spatial and Enables IT.
1Spatial
1Spatial is a software solutions provider and global leader in
managing geospatial data. We work with our clients to deliver real
value by making data current, complete and consistent through the
use of automated processes - ensuring that decisions are always
based on the highest quality information available.
Our unique, rules-based approach delivers enterprise-scale,
cross-platform automation to all stages of the data lifecycle. It
builds confidence in the data while reducing the time and cost of
stewardship.
Our global clients include utilities, national mapping and land
management agencies, government departments, transportation
organisations, emergency services, defence and census bureaus. A
leader in our field, we have a wealth of experience and a record of
continual innovation and development. We partner with some of the
leading technology vendors including, ESRI and Oracle.
We have offices in the UK, 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
Half-year review
In January 2017, the new management team set in place a clear
plan to achieve a strong financial and operational platform for the
business which would be evidenced through cash, growing profits and
sustainable growth. This plan was the result of a full strategic
review to develop a clear focus for the Group going forwards and
included streamlining the business into two core units, the
alignment of the Group to better meet market needs, and creation of
an organisational structure that provides clear responsibilities
and accountability.
The financial performance in this half year provides clear
evidence that the turnaround plan is working.
Our strategy
1Spatial is a software solutions provider and global leader in
managing geospatial data. We work with our clients to deliver real
value by making data current, complete and consistent through the
use of automated processes; ensuring that decisions are always
based on the highest quality information available. Our own
software architectures are 'Open' which allows us to integrate with
other vendors' technology and enables us to provide the most
appropriate solution to our clients.
Our key focus is across three sectors, namely Land Management,
Utilities and Transportation and we operate globally but have
offices in the UK, US, France, Belgium, Ireland and Australia.
During the period, we have continued to develop and deliver our
world-class technology, increase our market reach and cemented
strategic relationships with key partners to ensure that we deliver
the right solutions to our clients. We have continued to invest in
sales and marketing ensuring that these investments are aligned to
our strategy.
Financial performance
Revenue growth
Our enhanced sales team helped deliver revenue growth in all
geographies, and, the quality of this revenue has improved with a
higher proportion of licence revenue driving additional service
revenues.
The Group's revenue mix continued to improve in the first half.
Revenues were up 19 per cent. in the higher-margin Geospatial
business (GBP1.3m on a like-for-like basis, at constant currency),
and Enables IT sales reduced by GBP1m as we chose to move away from
lower-margin hardware revenue.
Our sales strategy focuses on both growing existing accounts,
and building new relationships across our key verticals; Land
Management, Utilities and Transport. During the period, the
majority of growth in revenue was derived from existing customers.
Post period end, new contracts have been secured for new customers
such as NGN (UK), FHWA (US), NOAA (US), reflecting the sales
execution efforts made in the first half.
As well as growing revenues, it is also key that we maintain our
recurring support and maintenance revenues; initiatives have been
put in place during the period to ensure this is achieved.
Cost savings
During the period, we have delivered on our plan to reduce costs
by GBP1.1m (8 per cent.) - this equates to GBP2.2m annualised
costs. These costs also include the cost of capitalised
development. We now believe that the cost structure is much better
aligned with the current business needs.
Gross profit
Gross profit in the period improved from 39 per cent. to 43 per
cent. even after significantly less direct costs were capitalised,
in the period (GBP0.5m compared to GBP1.9m in H1 2016/17). This
improvement is due to better project management on professional
service contracts and increased high-margin software sales in the
period.
Adjusted EBITDA and cash flow
The actions to grow quality revenues and reduce costs resulted
in a transition from an adjusted EBITDA loss (on a like-for-like
basis) of GBP0.4m in the prior period to a profit of GBP0.3m. This
has also resulted in a positive impact on cash, with a cash inflow
from operations of GBP0.2m (after cash one-off costs of GBP0.5m)
compared with a cash outflow from operations in the prior period of
GBP0.9m.
Overall net cash flow has shown a GBP2.7m positive swing
year-on-year (outflow of GBP0.3m compared to an outflow of GBP3m in
H1 2016/17). The net cash balance at 31 July 2017 was GBP0.3m (31
January 2017: GBP0.6m). The overdraft facility of GBP3m was renewed
in May 2017.
Loss for the period
Loss after tax of GBP1.4m for the period is significantly
reduced (year ended 31 January 2017: GBP18.3m loss, H1 2016/17
loss: GBP2.1m). This loss is the adjusted EBITDA figure less
depreciation, amortisation and impairment, strategic, integration,
other one-off items, share-based payment charges, net finance costs
and income tax.
Balance sheet
The net asset position at 31 July 2017 is GBP8.5m, down from
GBP9.2m at 31 January 2017. The balance of non-current assets
remains the same at GBP13.0m as a result of acquiring control of
Sitemap Ltd in the period (GBP0.2m intangibles on acquisition), net
of amortisation of existing intangible assets. No further goodwill
arises on acquisition of the final 27 per cent. of 1Spatial Inc.
Net current assets are down by GBP0.8m, GBP0.3m of this is cash and
the remainder is working capital. The line item "other components
of equity" arose on the acquisition of the final 27 per cent. of
1Spatial Inc. after eliminating non-controlling interest.
Outlook
The key objective for the management team for the remainder of
the year to 31 January 2018 is to ensure that the Group's realigned
focus and revised strategy continues to drive cash generation and
profitable adjusted EBITDA, as well as follow through on key
strategic initiatives which will boost revenue growth.
The second half of the year has started well and whilst there
are always challenges in any business and in particular during a
turnaround year, we are confident of meeting full year
expectations.
Looking forward
1Spatial is well-positioned in a fast-growing part of the market
and has developed a unique patented technology to deliver targeted
solutions to our existing and potential customers.
A May 2017 report by market analyst P&S Market Research
estimates the size of the global GIS software, services and
hardware market at $9.0bn and forecasts that it will grow at a 10.1
per cent. CAGR to reach $17.5bn by 2023. To ensure that we are
positioned at the forefront of this sector, we continue to invest
in our technology platform and make it accessible to other vendors
- a key element of our strategy for scalable revenue growth to
reach a growing addressable market.
We have a strong and focussed 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.
Looking ahead, we are well placed to grow a substantial,
profitable and cash-generative business over the long term.
Condensed consolidated statement of comprehensive income
Six months ended 31 July 2017
Unaudited Audited Unaudited
Six months Six months
ended Year ended ended
31 July 31 January 31 July
2017 2017 2016
*Restated
---------------------------------------- ----- ----------- ------------ -------------
Continuing operations Note GBP'000 GBP'000 GBP'000
---------------------------------------- ----- ----------- ------------ -------------
Revenue 12,150 22,065 11,893
Cost of sales (6,913) (12,386) (7,281)
---------------------------------------- ----- ----------- ------------ -------------
Gross profit 5,237 9,679 4,612
Administrative expenses (6,476) (25,129) (6,470)
---------------------------------------- ----- ----------- ------------ -------------
(1,239) (15,450) (1,858)
Adjusted* EBITDA 303 (407) 40
Less: depreciation (203) (452) (222)
Less: amortisation and impairment
of intangible assets (660) (11,408) (948)
Less: share-based payment charge (118) (566) (355)
Less: strategic, integration
and other one-off items 7 (561) (2,617) (373)
---------------------------------------- ----- ----------- ------------ -------------
Operating loss (1,239) (15,450) (1,858)
Finance income 42 176 177
Finance cost (76) (208) (110)
---------------------------------------- ----- ----------- ------------ -------------
Net finance (cost)/income (34) (32) 67
Share of net loss of associates
accounted for using the equity
method - (266) (237)
Loss before tax (1,273) (15,748) (2,028)
Income tax credit 72 988 20
---------------------------------------- ----- ----------- ------------ -------------
Loss for the period from continuing
operations (1,201) (14,760) (2,008)
Discontinued operations
Loss for the year from discontinued
operations (attributable to equity
holders of the company) (184) (3,542) (106)
---------------------------------------- ----- ----------- ------------ -------------
Loss for the period attributable
to:
Equity shareholders of the parent (1,385) (18,423) (2,193)
Non-controlling interest - 121 79
---------------------------------------- ----- ----------- ------------ -------------
(1,385) (18,302) (2,114)
======================================== ===== =========== ============ =============
Other comprehensive loss
Items that may subsequently be reclassified
to profit or loss:
Actuarial gains arising on defined - (36) -
benefit pension, net of tax
Exchange differences on translating
foreign operations 311 281 615
Other comprehensive loss for
the period, net of tax 311 245 615
======================================== ===== =========== ============ =============
Total comprehensive loss (1,074) (18,057) (1,499)
======================================== ===== =========== ============ =============
Total comprehensive loss attributable
to:
Equity shareholders of the parent (1,074) 18,169 (1,578)
Non-controlling interest - 112 79
---------------------------------------- ----- ----------- ------------ -------------
(1,074) (18,057) (1,499)
======================================== ===== =========== ============ =============
Total comprehensive loss attributable
to equity shareholders of the Parent
arises from:
Continuing operations (1,126) (14,258) (1,302)
Discontinued operations 52 (3,799) (197)
(1,074) (18,057) (1,499)
======================================== ===== =========== ============ =============
* Restated to classify Enables IT Inc., Storage Fusion Limited
and Avisen UK Limited as discontinued operations.
Loss 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 per share 4 (0.18) (2.53) (0.30)
From continuing operations (0.16) (2.04) (0.29)
From discontinued operations (0.02) (0.49) (0.01)
Diluted loss per share 4 (0.18) (2.53) (0.30)
From continuing operations (0.16) (2.04) (0.29)
From continuing operations (0.02) (0.49) (0.01)
* Adjusted for strategic, integration and other exceptional
items and share-based payment (note 7).
Condensed consolidated statement of financial position A
As at 31 July 2017a0
Unaudited Audited Unaudited
As at As at As at
31 July 31 January 31 July
2017 2017 2016
------------------------------------------ ----- ---------- ------------ ----------
Note GBP'000 GBP'000 GBP'000
------------------------------------------ ----- ---------- ------------ ----------
Assets
Non-current assets
Investments 9 25 - -
Intangible assets including goodwill 12,116 11,968 22,813
Property, plant and equipment 779 1,057 1,577
Interests in associates 10 - - 29
Other non-current assets 9 100 - -
Total non-current assets 13,020 13,025 24,419
------------------------------------------ ----- ---------- ------------ ----------
Current assets
Inventories - - 16
Trade and other receivables 11 6,045 8,929 9,952
Current income tax receivable - - 8
Cash and cash equivalents 2,293 1,285 2,482
------------------------------------------ ----- ---------- ------------ ----------
Total current assets 8,338 10,214 12,458
------------------------------------------ ----- ---------- ------------ ----------
Assets of disposal group classified
as held for sale 9 - 547 -
------------------------------------------ ----- ---------- ------------ ----------
Total assets 21,358 23,786 36,877
------------------------------------------ ----- ---------- ------------ ----------
Liabilities
Current liabilities
Bank Borrowings (1,953) (681) (118)
Trade and other payables 12 (9,712) (12,072) (9,481)
Current income tax liabilities (23) (23) (17)
Obligations under finance lease - (11) -
Provisions (249) (242) (221)
Total current liabilities (11,937) (13,029) (9,837)
------------------------------------------ ----- ---------- ------------ ----------
Non-current liabilities
Obligations under finance lease - (53) -
Defined benefit pension obligation (640) (614) (507)
Deferred tax (314) (421) (1,085)
Total non-current liabilities (954) (1,088) (1,592)
------------------------------------------ ----- ---------- ------------ ----------
Liabilities of disposal group classified
as held for sale 9 - (447) -
------------------------------------------ ----- ---------- ------------ ----------
Total liabilities (12,891) (14,564) (11,429)
Net assets 8,467 9,222 25,448
========================================== ===== ========== ============ ==========
Share capital and reserves
Share capital 13 16,705 16,449 16,449
Share premium account 22,931 22,931 22,931
Own shares held (303) (303) (303)
Equity-settled employee benefits
reserve 3,373 3,254 3,045
Merger reserve 16,030 15,347 15,347
Reverse acquisition reserve (11,584) (11,584) (11,584)
Currency translation reserve 169 (142) 183
Accumulated losses (38,377) (36,992) (20,726)
Other components of equity (477) - -
------------------------------------------ ----- ---------- ------------ ----------
Equity attributable to shareholders
of the parent company 8,467 8,960 25,342
Non-controlling interests - 262 106
Total equity 8,467 9,222 25,448
========================================== ===== ========== ============ ==========
Condensed
consolidated
statement
of changes in
equity
Period ended 31
July 2017
Equity-settled Other
Share Own employee Reverse Currency components Non-
Share premium shares benefits Merger acquisition translation of equity Accumulated Total controlling Total
GBP'000 capital account held reserve reserve reserve reserve * losses ** interest equity
Balance at 1
February 2016 16,223 22,264 (306) 2,688 15,347 (11,584) (432) - (18,533) 25,667 - 25,667
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Comprehensive
income/(loss)
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
income/(loss) - - - - - - 290 - (18,459) (18,169) 112 (18,057)
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Transactions
with owners
recognised
directly in
equity
Exercise of
share options - 11 3 - - - - - - 14 - 14
Proceeds from
shares issued
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
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Balance at 31
January 2017
(Audited) 16,449 22,931 (303) 3,254 15,347 (11,584) (142) - (36,992) 8,960 262 9,222
================= ========= ========= ======== =============== ========= ============ ============ =========== ============ ========= ============= =========
Comprehensive
income/(loss)
Loss for the
period - - - - - - - - (1,385) (1,385) - (1,385)
Other
comprehensive
income/(loss)
Exchange
differences on
translating
foreign
operations - - - - - - 311 - - 311 - 311
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Total other
comprehensive
income - - - - - - 311 - - 311 - 311
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Total
comprehensive
income/(loss) - - - - - - 311 - (1,385) (1,074) - (1,074)
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Transactions
with owners
recognised
directly in
equity
Issue of shares
to acquire
remaining
interest in
Sitemap
Ltd (Note 13) 56 - - - 144 - - - - 200 - 200
Acquisition of
shares in
1Spatial
Inc. (Note 13) 200 - - - 539 - - (477) - 262 (262) -
Recognition of
share-based
payments - - - 119 - - - - - 119 - 119
256 - - 119 683 - - (477) - 581 (262) 319
----------------- --------- --------- -------- --------------- --------- ------------ ------------ ----------- ------------ --------- ------------- ---------
Balance at 31
July 2017
(Unaudited) 16,705 22,931 (303) 3,373 16,030 (11,584) 169 (477) (38,377) 8,467 - 8,467
================= ========= ========= ======== =============== ========= ============ ============ =========== ============ ========= ============= =========
* Other components of equity arose through the acquisition of
further shares in 1Spatial Inc.
** Total equity attributable to the equity shareholders of the
parent.
Condensed consolidated statement of changes in equity
Period ended 31 July 2016
Equity-settled
Share Own employee Reverse Currency Non-
Share premium shares benefits Merger acquisition translation Accumulated Total controlling Total
GBP'000 capital account held reserve reserve reserve reserve losses * interest equity
Balance at 1
February 2016 16,223 22,264 (306) 2,688 15,347 (11,584) (432) (18,533) 25,667 - 25,667
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Comprehensive
income/(loss)
Loss for the
period - - - - - - - (2,193) (2,193) 79 (2,114)
Other
comprehensive
income/(loss)
Exchange
differences on
translating
foreign
operations - - - - - - 615 - 615 - 615
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Total other
comprehensive
loss - - - - - - 615 - 615 - 615
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Total
comprehensive
loss - - - - - - 615 (2,193) (1,578) 79 (1,499)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Transactions
with owners
recognised
directly in
equity
Exercise of
share options - 11 3 - - - - - 14 - 14
Issue of share
capital 226 656 - - - - - - 882 - 882
Recognition of
share-based
payments - - - 357 - - - - 357 - 357
226 667 3 357 - - - - 1,253 - 1,253
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Transactions
with
non-controlling
interest
Non-controlling
interest
arising
on acquisition - - - - - - - - - 27 27
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
- - - - - - - - - 27 27
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Balance at 31
July 2016
(Unaudited) 16,449 22,931 (303) 3,045 15,347 (11,584) 183 (20,726) 25,342 106 25,448
================= ======== ======== ======= =============== ======== ============ ============ ============ ======== ============= =========
* Total equity attributable to the equity shareholders of the
parent.
Condensed consolidated statement of cash flows
Period ended 31 July 2017
ended 31 July 2010 Unaudited Audited Unaudited
31 July 31 January 31 July
2017 2017 2016
Note GBP'000 GBP'000 GBP'000
---------------------------------------- ------ ---------- ----------- ----------
Cash flows from operating activities
Cash generated from/(used in)
operations a) 220 (1061) (1,306)
Interest received - 3 23
Interest paid (74) (169) (77)
Tax received 66 425 420
Net cash generated from/(used
in) operating activities 212 (802) (940)
------------------------------------------------ ---------- ----------- ----------
Cash flows from investing activities
Acquisition of subsidiaries (net
of cash acquired) 15 (852) (852)
Cash disposed with subsidiary - (48) -
Purchase of property, plant and
equipment (58) (574) (251)
Expenditure on product development
and intellectual property capitalised (547) (3,552) (1,935)
Proceeds from sale of property,
plant and equipment 139 84 82
Net cash used in investing activities (451) (4,942) (2,956)
------------------------------------------------ ---------- ----------- ----------
Cash flows from financing activities
Net proceeds from issue of ordinary
share capital - 896 896
Repayment of borrowings (64) - -
Net cash (used in)/generated from
financing activities (64) 896 896
------------------------------------------------ ---------- ----------- ----------
Net decrease in cash and cash
equivalents (303) (4,848) (3,000)
Cash and cash equivalents at start
of period 604 4,996 4,996
Less cash and cash equivalents - (51) -
in assets held for sale
Effects of foreign exchange on
cash and cash equivalents 39 507 368
Cash and cash equivalents at end
of period 340 604 2,364
------------------------------------------------ ---------- ----------- ----------
Notes to the condensed consolidated statement of cash flows
a) Cash generated from/(used in) operations
Unaudited Audited Unaudited
As at As at 31 As at
31 July January 31 July
2017 2017 2016
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- --------- ----------
Loss before tax including discontinued
operations (1,521) (19,455) (2,101)
Adjustments for:
Share of net loss of associates - 266 237
Net finance (income)/cost 74 176 (63)
Depreciation 203 795 296
Amortisation and impairment 660 14,445 1,175
Share-based payment charge 118 566 355
Loss on disposal of property, plant
and equipment 10 33 32
Gain on bargain purchase (9) - -
Loss on disposal of assets held for 199 - -
sale
Increase in inventories - - (16)
Decrease in trade and other receivables 3,026 2,233 1,876
(Decrease)/Increase in trade and other
payables (2,578) 538 (2,356)
Increase/(Decrease) in provisions 7 (155) (202)
Increase in defined benefit pension - 41 -
obligation
Net foreign exchange movement 31 (544) (539)
Cash generated from/(used in) operations 220 (1,061) (1,306)
--------------------------------------------- ---------- --------- ----------
b) Reconciliation of net cash flow to movement in net funds
Unaudited Audited Unaudited
As at As at 31 As at
31 July January 31 July
2017 2017 2016
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- --------- ----------
Decrease in cash in the period (303) (4,848) (3,000)
Changes resulting from cash flows (303) (4,848) (3,000)
Less cash and cash equivalents in assets - (51) -
held for sale
Effect of foreign exchange 39 507 368
--------------------------------------------- ---------- --------- ----------
Change in net funds (264) (4,392) (2,632)
Net funds at beginning of period 604 4,996 4,996
---------------------------------------------
Net funds at end of period 340 604 2,364
--------------------------------------------- ---------- --------- ----------
Analysis of net funds
Cash and cash equivalents classified
as:
Current assets 2,293 1,285 2,482
Bank and other loans (1,953) (681) (118)
Net funds at end of period 340 604 2,364
--------------------------------------------- ---------- --------- ----------
Notes to the Interim Financial Statements
1. Principal activity
1Spatial plc is a public limited company which is listed on the
AIM London Stock Exchange and is incorporated and domiciled in the
UK. The address of the registered office is Tennyson House,
Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ. The
registered number of the Company is 5429800.
The principal activity of the Group is the development and sale
of IT software along with related consultancy and support. The
principal activity of the Company is that of a parent holding
company which manages the Group's strategic direction and
underlying subsidiaries.
2. Basis of preparation
The condensed consolidated interim financial information for the
six months ended 31 July 2017, has been prepared in accordance with
the accounting policies that are expected to be adopted in the
Group's full financial statements for the year ended 31 January
2018 and are not expected to be significantly different to those
set out in the Group's audited financial statements for the year
ended 31 January 2017.
The financial information for the half years ended 31 July 2017
and 31 July 2016 is neither audited nor reviewed and does not
constitute statutory financial statements within the meaning of
section 434(3) of the Companies Act 2006 for 1Spatial plc or for
any of the entities comprising the 1Spatial Group. Statutory
financial statements for the preceding financial year ended 31
January 2017 were filed with the Registrar and included an
unqualified auditors' report.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the half-yearly condensed consolidated financial
statements.
3. Taxation
The tax expense on the result for the six months ended 31 July
2017 is based on the estimated tax rates in the jurisdictions in
which the Group operates, for the year ending 31 January 2018.
4. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Unaudited Audited Unaudited
As at As at As at
31 July 31 January 31 July
2017 2017 2016
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- ------------ ----------
Loss attributable to equity holders of
the Parent (1,385) (18,423) (2,193)
Less Loss from discontinued operations (184) (3,542) (106)
--------------------------------------------- ---------- ------------ ----------
Loss from continuing operations (1,201) (14,881) (2,087)
Adjustments:
Profit attributable to non-controlling
interest - 121 79
Income tax credit (72) (988) (20)
Net finance cost/(income) 34 32 (67)
Share of net loss of associates accounted
for using the equity method - 266 237
Depreciation 203 452 222
Amortisation and impairment of intangible
assets 660 11,408 948
Share-based payment charge 118 566 355
Strategic, integration and other one-off
items 561 2,617 373
--------------------------------------------- ---------- ------------ ----------
Adjusted EBITDA from continuing operations 303 (407) 40
--------------------------------------------- ---------- ------------ ----------
Number Number Number
000s 000s 000s
--------------------------------------------- ---------- ------------ ----------
Basic weighted average number of ordinary
shares 753,925 728,895 719,604
Impact of options and warrants - - 306
--------------------------------------------- ---------- ------------ ----------
Diluted weighted average number of ordinary
shares 753,925 728,985 719,910
--------------------------------------------- ---------- ------------ ----------
Unaudited Audited Unaudited
As at As at As at
31 July 31 January 31 July
2017 2017 2016
Pence Pence pence
------------------------------------------ ---------- ------------ ----------
Basic loss per share (0.18) (2.53) (0.30)
* from continuing operations (0.16) (2.04) (0.29)
* from discontinued operations (0.02) (0.49) (0.01)
------------------------------------------ ---------- ------------ ----------
Diluted loss per share (0.18) (2.53) (0.30)
* from continuing operations (0.16) (2.04) (0.29)
* from discontinued operations (0.02) (0.49) (0.01)
------------------------------------------ ---------- ------------ ----------
Basic Adjusted EBITDA per share 0.02 (0.54) 0.04
* from continuing operations 0.04 (0.06) 0.01
* from discontinued operations (0.02) (0.49) 0.03
------------------------------------------ ---------- ------------ ----------
Diluted Adjusted EBITDA per share 0.02 (0.54) 0.04
* from continuing operations 0.04 (0.06) 0.00
* from discontinued operations (0.02) (0.49) 0.04
------------------------------------------ ---------- ------------ ----------
5. Dividends
No dividend is proposed for the six months ended 31 July 2017
(31 January 2017: nil; 31 July 2016: nil).
6. Segmental information
Central IT Managed
costs Geospatial Services Total
31 July 2017 GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 8,563 3,587 12,150
Cost of sales - (4,200) (2,713) (6,913)
--------------------------------------- --------- ----------- ----------- ---------
Gross profit - 4,363 874 5,237
Administrative expenses (1,572) (4,405) (499) (6,476)
Adjusted EBITDA (803) 873 233 303
Less: depreciation (15) (110) (78) (203)
Less: amortisation and impairment
of intangible assets - (612) (48) (660)
Less: share-based payment
charge (98) (20) - (118)
Less: strategic, integration
and other one-off items (656) (173) 268 (561)
--------------------------------------- --------- ----------- ----------- ---------
Total operating (loss)/profit (1,572) (42) 375 (1,239)
Finance income - 42 - 42
Finance cost (47) (26) (3) (76)
--------------------------------------- --------- ----------- ----------- ---------
Net finance (cost) / income (47) 16 (3) (34)
(Loss)/profit before tax (1,619) (26) 372 (1,273)
Tax - 63 9 72
(Loss)/profit for the period
from continuing operations (1,619) 37 381 (1,201)
Loss for the period from discontinued
operations - - (184) (184)
--------------------------------------- --------- ----------- ----------- ---------
(Loss)/profit for the period (1,619) 37 197 (1,385)
--------------------------------------- --------- ----------- ----------- ---------
Central IT Managed
costs Geospatial Services Total
31 January 2017 GBP'000 GBP'000 GBP'000 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
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 period from
continuing operations (5,273) (9,360) (127) (14,760)
Loss for the period from
discontinued operations - - (3,542) (3,542)
----------------------------------- --------- ----------- ----------- ---------
Loss for the period (5,273) (9,360) (3,669) (18,302)
----------------------------------- --------- ----------- ----------- ---------
6. Segmental information (continued)
Central IT Managed
costs Geospatial Services Total
31 July 2016 GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 7,229 4,664 11,893
Cost of sales - (3,448) (3,833) (7,281)
----------------------------------- --------- ----------- ----------- ---------
Gross profit - 3,781 831 4,612
Administrative expenses (1,763) (4,054) (653) (6,470)
Adjusted EBITDA (1,183) 908 315 40
Less: depreciation (28) (119) (75) (222)
Less: amortisation and impairment
of intangible assets - (907) (41) (948)
Less: share-based payment
charge (275) (80) - (355)
Less: strategic, integration
and other one-off items (277) (75) (21) (373)
----------------------------------- --------- ----------- ----------- ---------
Total operating (loss)/profit (1,763) (273) 178 (1,858)
Finance income - 177 - 177
Finance cost (52) (53) (5) (110)
----------------------------------- --------- ----------- ----------- ---------
Net finance (cost) / income (52) 124 (5) 67
Share of net loss of associates
accounted for using the
equity method - (40) (197) (237)
Loss before tax (1,815) (189) (24) (2,028)
Tax - 12 8 20
Loss for the period from
continuing operations (1,815) (177) (16) (2,008)
Loss for the period from
discontinued operations - - (106) (106)
----------------------------------- --------- ----------- ----------- ---------
Loss for the year (1,815) (177) (122) (2,114)
----------------------------------- --------- ----------- ----------- ---------
7. 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 period:
Six months Year ended Six months
ended 31 January ended
31 July 2017 2017 31 July 2016
GBP'000 GBP'000 GBP'000
---------------------------------------- -------------- ------------ --------------
Costs associated with corporate
transactions and other strategic
costs 82 228 124
Restructuring and redundancy costs 549 844 197
Loan- write-backs (44) - -
Integration costs associated with - 121 -
Enables IT and 1Spatial Inc. business
System development costs 105
Provision for amount receivable - 1,334 -
from Sitemap Ltd
Group rationalisation costs - - 26
Other (26) (15) 26
---------------------------------------- -------------- ------------
Total 561 2,617 373
---------------------------------------- -------------- ------------ --------------
8. Business combinations
On the 11 April 2017, the Group acquired the 51 per cent. 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.
The following table summarises the consideration paid for the
Sitemap Ltd non-controlling interests and the fair value of assets
acquired and liabilities at the acquisition date:
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:
Intangible assets 200
Property, plant and equipment 2
Cash and cash equivalents 15
Trade and other receivables 6
Trade and other payables (14)
Total identifiable net assets 209
-
* Attributable to non-controlling interests
* Attributable to equity shareholders of the parent 209
Gain on bargain purchase (9)
--------
Total consideration 200
========
Satisfied by:
* Equity instruments (5,524,862 ordinary shares of
1Spatial plc) 200
--------
Total consideration payable in shares 200
========
Net cash outflow arising on acquisition
-
* Cash consideration
* Less: cash and cash equivalents acquired 15
--------
15
========
9. Investments
Investments are carried at fair value through profit or
loss.
As at As at As at
31 July 31 January 31 July
2017 2017 2016
GBP'000 GBP'000 GBP'000
----------------------- --------- ------------ ---------
Non-listed investments 25 - -
A 19.9 per cent. share of Enables IT Inc., with a fair value of
GBP25,000, remains within investments following the part disposal
of the previously wholly-owned entity.
A 80.1 per cent. share of Enables IT Inc. was sold on 3 March
2017 to the management of the company for a deferred consideration
of GBP100,000 payable in 2019. The amount payable has been included
within other non-current assets.
As at 31 January 2017, the assets and liabilities of the
disposal group were classified as held for sale and the results of
the company classified as discontinued operations in the current
and comparative period.
10. Interests in associates
Investments in associates are stated at cost less provision for
any impairment and are accounted for using the equity method.
As at As at As at
31 July 31 January 31 July
2017 2017 2016
GBP'000 GBP'000 GBP'000
----------------------------------------------- ---------- ------------ ---------
Carrying value recognised in the statement
of financial position - - 29
Share of net loss recognised in the statement
of comprehensive income - 266 237
The associates of the Group in the period are set out below:
Place of
incorporation Proportion of ownership Proportion of voting
Principal (or registration) interest power held
Name activity and operation % %
31 July 31 January 31 July 31 July 31 January 31 July
2017 2017 2016 2017 2017 2016
Location-based
Sitemap software United
Ltd (Note 1) Kingdom 100% 49% 49% 100% 49% 49%
Location-based
1Spatial software United
Inc. (Note 2) States 100% 73% 73% 100% 73% 73%
Note 1: A 49 per cent. share of Sitemap Ltd was first acquired
on 30 January 2015 and brought a new, although complementary,
opportunity to the Group in its potential to generate revenue from
data services. On the 11 April 2017, the Group acquired the
remaining 51 per cent. of Sitemap Ltd that it did not already own
for a consideration payable in shares, taking the Group's total
holding in Sitemap Ltd to 100 per cent.
Note 2: 1Spatial Inc. - 47 per cent. of the sole US-based
distributor of 1Spatial geospatial products and solutions across
the Americas was first 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. On the 29 February 2016, the Group acquired a further 26
per cent. shareholding in 1Spatial Inc., taking the total
shareholding up to 73 per cent.. On 11 April 2017, the Group
exercised its call option to acquire a further 27 per cent. of
1Spatial Inc., payable in shares, taking the Group's total holding
in 1Spatial Inc. to 100 per cent.
1Spatial Inc. became a subsidiary from 26 February 2016 and was
included as part of consolidated results from that date.
Summarised financial information for associates
The financial information reflects the amounts presented in the
financial statements of the associate (and not the Group's share of
those amounts).
Summarised statement of financial position
Sitemap Ltd
As at
11 April 31 January
2017 2017
GBP'000 GBP'000
Note 1
Current assets 21 54
Non-current assets 202 1,055
Current liabilities (14) (1,395)
Net liabilities (209) (286)
Note 1 - Sitemap Ltd's information shown here is as at 11 April
2017 (not 31 July 2017) when it ceased to be an associate and
became a subsidiary of the Group.
Summarised statement of comprehensive income
Sitemap Ltd
For the period
ended
11 April 31 January
2017 2017
GBP'000 GBP'000
Note 1
Revenue - -
Gross profit - (120)
Administrative expenses (876) (274)
Adjusted EBITDA (1) (124)
Depreciation (1) (4)
Amortisation of intangible
assets (18) (111)
Strategic, integration
and other one-off items
* (856) (155)
---------------------------- --------- -----------
Operating loss (876) (394)
Tax credit 74 -
Total comprehensive
expense ** (802) (394)
Share of associate
- equity method *** - (193)
Note 1 - Sitemap Ltd's information for the period shown above is
for the period that it was an associate - being 1 February to 11
April 2017.
* Strategic, integration and other one-off items comprise the
write-off of intangible assets prior to 1Spatial plc gaining
control of Sitemap Ltd.
** Excludes write-off of inter-company loan balances prior to
acquisition.
*** 1Spatial plc discontinued recognising its share of losses
after these exceeded its interest in Sitemap Ltd.
11. Trade and other receivables
As at As at
31 July 31 January
2017 2017
Current GBP'000 GBP'000
----------------------------------------- --------- ------------
Trade receivables 2,208 5,552
Less: provision for impairment of trade
receivables (20) (626)
----------------------------------------- --------- ------------
2,188 4,926
Other taxes and social security 215 144
Other receivables 1,415 1,278
Prepayments and accrued income 2,227 2,581
----------------------------------------- --------- ------------
6,045 8,929
----------------------------------------- --------- ------------
12. Trade and other payables
As at As at
31 July 31 January
2017 2017
Current GBP'000 GBP'000
------------------------------------ --------- ------------
Trade payables 1,739 1,824
Other taxation and social security 1,914 2,350
Other payables 594 566
Accrued liabilities 1,099 1,254
Deferred income 4,366 6,078
------------------------------------ --------- ------------
9,712 12,072
------------------------------------ --------- ------------
13. Share capital
As at As at
31 July 31 January
2017 2017
GBP'000 GBP'000
---------------------------------------------- --------- ------------
Allotted, called up and fully paid
763,652,144 (Jan 2017: 738,135,558) ordinary
shares of 1p each 7,637 7,381
226,699,878 (Jan 2017: 226,699,878) deferred
shares of 4p each 9,068 9,068
---------------------------------------------- --------- ------------
16,705 16,449
---------------------------------------------- --------- ------------
On 11 April 2017, the Group acquired the remaining 27% of
1Spatial Inc. for GBP739,000 payable in shares in accordance with
the terms set out in the share purchase agreement. 19,991,724
shares were issued for the remaining interest.
On 11 April 2017, the Group acquired the 51% of Sitemap Ltd that
it did not already own for GBP200,000 in shares. 5,524,862 shares
we issued for the remaining interest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FMMGGLLFGNZM
(END) Dow Jones Newswires
October 10, 2017 02:01 ET (06:01 GMT)
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