TIDMSPA
RNS Number : 8933Y
1Spatial Plc
14 May 2019
14 May 2019
1Spatial plc (AIM: SPA)
("1Spatial", the "Company" or the "Group")
Final results for the year ended 31 January 2019
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 2019.
Highlights
Group financial highlights
-- Revenue grew 4.1% to GBP17.6m (2018: GBP16.9m). On a
like-for-like basis*, prior to the adoption of IFRS 15, revenue
grew 5.3% to GBP17.8m
-- Adjusted** EBITDA grew GBP0.8m to GBP1.2m profit ahead of
market expectations (2018: GBP0.4m profit)
-- Operating losses improved by GBP0.2m, from a GBP1.8m loss to a GBP1.6m loss
-- Disposal of Enables IT, creating single focus on development
of the Group's global Geospatial business
-- GBP8m raised in an oversubscribed fundraise with strong
support from existing shareholders and new institutional
investors
-- Post-period acquisition of Geomap-Imagis, strategic agreement
with Esri and an oversubscribed GBP3.1m fundraise
31 January 31 January Y-o-Y Change
2019 2018
Continuing operations GBPm GBPm
Revenue 17.6 16.9 4.1%
Gross profit 9.2 8.9 3.4%
Adjusted** EBITDA 1.2 0.4 200%
Operating loss (1.6) (1.8) (11.1%)
Loss after tax (1.4) (1.2) 16.7%
Discontinued operations***
Loss after tax (0.3) (1.3) (76.9%)
----------- -----------
* On a like-for-like basis, before adjustments for IFRS 15
'Revenue from Contracts with Customers', at constant currency. The
IFRS 15 adjustment in the year ended 31 January 2019 decreases the
GIS (Geographic Information System) business' service revenues by
GBP0.2m
** Adjusted for strategic, integration, other irregular items
and share-based payment charge
*** Discontinued operations include Storage Fusion Limited,
Enables IT Inc., Enables IT Limited and Enables IT Group
Limited
Continuing operations
-- Revenues year-on-year, prior to the adoption of IFRS 15,
increased GBP0.9m (5.3%) from GBP16.9m to GBP17.8m
-- Solutions revenues increased GBP1.6m (15.1%)
-- GIS revenues decreased GBP0.7m (11.1%)
-- Focus on driving higher quality revenue:
-- Licence revenues increased 33% to GBP1.6m (2018: GBP1.2m)
-- Strategic shift to term licences increasing recurring revenue base
-- Support & maintenance revenues broadly maintained
-- Increase in adjusted** EBITDA on prior year, up GBP0.8m to
GBP1.2m profit (2018: GBP0.4m profit)
-- Improvement in operating losses to GBP1.6m (2018: GBP1.8m)
-- Cash used in operations of GBP0.7m (2018: cash from operations GBP0.2m)
-- Operating cash inflows before strategic, integration and
other irregular items, tax and interest of GBP0.5m (2018:
GBP0.6m).
Discontinued operations
-- Loss from discontinued operations of GBP0.3m (2018: GBP1.3m loss)
All operations
-- Loss after tax of GBP1.7m (2018: GBP2.5m)
-- After GBP8m raised, net cash of GBP6.4m (2018: GBP0.3m)
Group operational highlights
-- Focussed approach to sales in three key sectors of
Government, Utilities and Transportation, giving rise to key
customer wins in the period as follows:
UK
- Transportation - major UK infrastructure client - following a
Proof of Concept ("PoC") in October 2017, delivery of an LMDM
solution in excess of GBP2m
- Government - Land and Property Services - five-year EUR1m
contract for software and services secured
- Utilities - Northern Gas Networks ("NGN") - continuing with
another three projects including mobile applications
USA
- Government - National Oceanic and Atmospheric Association
("NOAA") - following a PoC in September 2017, contracting for a
two-year term licence and services worth US$0.6m
- Utilities - National Grid and East Bay Municipal Utility
District - both being new customer wins, to provide both with
1Integrate software and services (US$0.2m annual value)
- Facilities Management - Google - following a small PoC in
2017, one-year term licence and services deal was won for
US$0.4m
-- Market-led innovation with returns on investment coming
through in the last part of the year ended 31 January 2019 and
significant returns anticipated in coming years, including:
- Re-purposing and enhancing existing technology to address customer-specific needs
- Continued development of Location Mobile Application Platform (LMAP)
- Initial development phases of Location Master Data Management (SaaS) platform.
Post year-end highlights
-- Acquisition of Geomap-Imagis, announced on 7 May 2019,
substantially strengthens and provides greater alignment of our
French and Belgian business with the rest of the Group as a
solutions provider
-- Since the year-end we have continued our momentum via a
number of significant contract wins and renewals which will secure
revenue for FY20 and beyond as follows:
USA
- Kansas State Department and Kansas Department of Transport -
contracts to provide software and services in excess of US$0.2m
- Google - this has now been extended with a further services draw-down contract for GBP0.3m
UK and Ireland
- Ireland's Property Registration Authority ("PRA"), to provide
GBP0.9m of software and services to support PRA's transformation of
land records
- No1 Aeronautical Information Documents Unit ("No1 AIDU"), with a value of over GBP1m
- Three-year Framework contract with Ordnance Survey ("OS"),
extending and enhancing the relationship with OS
- Additional contracts with NGN in excess of GBP0.5m
Commenting on the results, 1Spatial CEO, Claire Milverton
said:
"I am pleased to announce another solid year for 1Spatial with
contract wins and renewals and continued financial progress,
including an adjusted EBITDA performance ahead of market
expectations. Our focus on the quality of revenues and our
strategic shift to term licences will have a positive impact on the
visibility and quality of revenues in future years.
After the year-end, we announced the acquisition of
Geomap-Imagis which will significantly strengthen and greater align
our French and Belgian businesses with the rest of the Group.
Looking forward, we will continue to deliver on our growth
strategy and the longer-term goal to establish a leading position
in Location Master Data Management, which we believe will enhance
the value of the Group in the future."
For further information, please contact:
1Spatial plc 01223 420 414
Andrew Roberts / Claire Milverton / Nicole Payne
FTI Consulting 020 3727 1000
Dwight Burden / Alex Le May
N+1 Singer 020 7496 3000
Shaun Dobson / Lauren Kettle
LEI Code: 213800VG7OZYQES6PN67
1Spatial
1Spatial is a technology-enabled solutions provider supplying
vertically-focused business applications to industry sectors where
the accuracy of location and geospatial data is key. It is a global
leader in managing geospatial data, with the goal to be a market
leader in Location Master Data Management.
1Spatial provides its customers with business-focused
applications where there is a reliance on location or geospatial
data. It delivers real value by using its patented 1Integrate tool
to ensure that the underlying data is current, complete and
consistent through the use of automated processes. This ensures
that decisions are always based on the highest quality information
available.
Our global clients include national mapping and land management
agencies, utilities, transportation organisations, government
departments, emergency services, defence and census bureaus.
Today - as location data from smartphones, the Internet of
Things and great lakes of commercial Big Data increasingly drive
commercial decision-making - our technology is used by a wide range
of commercial and government organisations from utilities and
transport businesses, to facilities management companies.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with
operations in the UK, Ireland, France, Belgium, Australia and
USA.
For more information visit www.1spatial.com
Chairman's report
I am pleased to present another solid year of progress for
1Spatial plc, for the year ended 31 January 2019.
The Group has executed on another good year of strategic
delivery, coupled with refocus and realignment. We have achieved a
solid financial result through clear strategic objectives,
operating improvements and cost control. We have also achieved
significant client wins in the period, established a clear
technology roadmap for the Group - particularly with regard to our
growing global partnership with Esri. As a result, we are now
well-placed to align all our geographies behind our core strategy
and seek to deliver higher levels of profitable growth in the
future.
Post the year-end, on 7 May 2019, we announced the acquisition
of French geospatial software solutions group Geomap-Imagis
Participations ("Geomap-Imagis") for a total consideration of
EUR7m, or c.EUR5.1m net of cash acquired. The consideration has
been partially funded by the proceeds of an oversubscribed
fundraising of GBP3.1m at 31.5p per share. Alongside the
acquisition, we entered into a new strategic partnership agreement
with Esri Inc. ("Esri"), in French-speaking markets, providing our
existing European customers access to Esri's market-leading global
GIS system while retaining the Group's specialised business
applications and extensive know-how. The deal is immediately
earnings enhancing and will significantly strengthen our customer
proposition, aligning our French and Belgian businesses with the
strategy of the wider Group as solutions providers with a focus on
industry-aligned business applications and Location Master Data
Management.
As announced last year, as part of the Group's strategy and
turnaround plan the Board resolved to dispose of its controlling
interest in the non-core Enables IT business in March 2018. The
Group's results for this year therefore present results of
continuing and discontinued activities separately.
Results
Our key objectives for the year to 31 January 2019 were to
ensure improved profitability at adjusted* EBITDA level and that
this was matched by operating cash generation from continuing
operations (before strategic, integration and other irregular
items), as well as follow-through on key strategic initiatives
which will continue to drive revenue growth in future financial
years.
The results for the year ended 31 January 2019 reflect the
successful execution of the plan; for example, the Group generated
adjusted* EBITDA profit from continuing operations of GBP1.2m,
which was c.10 per cent. ahead of consensus market expectations.
The operating loss from continuing operations (after strategic,
integration, other irregular items and share-based payment charge)
has improved by GBP0.2m, from GBP1.8m to GBP1.6m. In August 2018
the Group raised GBP8m of capital from an oversubscribed equity
fundraise to clear the existing bank overdraft, materially
improving the Company's credit rating and thereby strengthening the
Group's position in the tendering process for customer contracts.
The balance of proceeds were used to invest in customer acquisition
and technology-based solutions. Consequently the Group closed the
financial year with GBP6.4m of cash and we were pleased to welcome
a number of new shareholders as part of this exercise.
The results for the year from continuing operations were
revenues of GBP17.6m (2018: GBP16.9m), adjusted* EBITDA profit of
GBP1.2m (2018: GBP0.4m), an operating loss of GBP1.6m (2018:
GBP1.8m), a loss for the year after tax of GBP1.4m (2018: GBP1.2m)
and a loss from discontinued operations of GBP0.3m (2018: GBP1.3m).
The Group (including discontinued operations) used GBP0.8m in
operating activities (2018: generated GBP0.8m from operating
activities) with continuing operations generating operating cash
inflows before strategic, integration and other irregular items,
tax and interest of GBP0.5m (2018: GBP0.6m).
The US Government shut-down in the year impacted the US business
such that a portion of revenue that was expected to be recognised
in FY19 was instead delivered from the second quarter of FY20. Had
the shut-down not impacted the business, the adjusted* EBITDA for
the year ended 31 January 2019 would have improved by GBP0.2m.
*Adjusted for strategic, integration, other irregular items and
share-based payment charge
The Board
In my previous report, I stated that we would look to strengthen
the Board with another Non-Executive Director and we were delighted
to welcome Peter Massey to the Board on 10 July 2018. Peter brings
significant experience with him from National Grid plc, Transco plc
and British Gas plc. Following Peter's appointment, we now believe
that we have a strong Board with a real breadth and depth of
knowledge as well as experience in order to execute on 1Spatial's
growth ambitions.
Corporate governance and committees
Corporate governance is taken very seriously at 1Spatial and is
continually assessed. During the year the Board formally adopted
the high standards of corporate governance contained in the
Corporate Governance Code for Small and Mid-Size Quoted Companies
("QCA Code"). The project to adopt the QCA Code has been driven by
Francis Small and Company Secretary Susan Wallace.
We have provided more information on this in the Corporate
Governance Report included in the Annual Report.
Francis Small is Chairman of the Remuneration Committee and
Audit Committee. I am Chairman of the Nomination Committee.
Looking forward
Following the disposal of Enables IT in the year and the
acquisition of Geomap-Imagis after the year end, the 1Spatial group
is now fully aligned as a global software solutions provider in the
Geospatial/Location market. We have a clear strategy and have
developed cutting edge, patented technology that has given us
market-leading IP. Our longer-term ambition remains unchanged. We
aim not just to extend our technology in the Geospatial market, but
also to establish a leading position in Location Master Data
Management in our target sectors of Government, Utilities and
Transportation.
I am pleased to say that the Group's momentum has continued in
Q1 of FY20, with a number of notable new contracts from both
existing and new clients. Our 'land and expand' strategy remains
the core of the business and our teams are well positioned,
motivated and energised. Our focus on quality earnings has seen an
increase in licence revenues which in turn, drives a greater
proportion of recurring revenues and visibility. The objectives for
the financial year to January 2020 continue to be a laser focus on
sustained growth and capitalising on the platform that was
established during the last financial year, as well as leveraging
our technology and key partnerships.
Our 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. I am confident that we are well placed to grow 1Spatial
into a substantial, profitable and cash-generative business for
years to come.
Andy Roberts
Non-Executive Chairman
Strategic report
CEO review
Group Strategy
The year ended 31 January 2019 was the second successful period
of executing on the objectives of our three-year turnaround plan,
announced in January 2017. We set out to establish a strong
financial and operational platform for the business, which would be
evidenced through improved cash generation, growing adjusted EBITDA
and sustainable growth. The financial performance set out in this
this report, including improved profitability at an adjusted EBITDA
level, provides clear evidence that the turnaround plan is working,
and we are confident about our prospects for the year ahead.
Growth strategy and longer-term goal to establish a leading
position in Location Master Data Management
1Spatial's growth strategy is to provide repeatable innovative
Spatial Solutions to our blue-chip, international client base with
a key focus around data management, quality and enhancement using
our patented technology, 1Integrate. 1Integrate is unique in its
ability to synchronise both Geospatial data (generally held in a
GIS database) and non-Spatial data (held in other databases) to a
consistent set of data governance rules. We are seeing a
significant and growing need for our solution both in our chosen
sectors and beyond where there is a key requirement to have
consistent data across the enterprise in order to unlock value from
data through analytics or for machine-learning activities, such as
AI, to gain economic value.
1Integrate is fast developing a reputation as being the go-to
product in the industry, and by working in collaboration with our
customers we are successfully delivering upon our "land and expand"
strategy meaning that once we have established a relationship, our
solutions-based approach allows us to identify further new
opportunities to further benefit their businesses.
Northern Gas Networks, as an example, first became a customer of
the Group in September 2017 with one project. This engagement has
now expanded in number to ten projects with many of these solutions
then able to be replicated across the utilities vertical market,
across geographies thereby creating efficiencies and a vastly
improved structure for the customer.
Another example of this is with a Proof of Concept ("PoC") with
a UK major Infrastructure company first awarded in December 2017
which has led to a significant engagement with the customer,
delivering in excess of GBP2m in FY19. We are now engaged on a
number of other initiatives with this customer which we believe
will enable at least a similar amount of revenue in FY20, if not
more.
Whilst our solutions are generally GIS-agnostic, we will also
build solutions specific to the platform of our Global partner
Esri, the largest GIS provider in the world; an example being our
1IIntegrate for ArcGIS solution.
Our longer-term ambition is to establish a leading position in
Location Master Data Management in our target sectors of
Government, Utilities and Transportation.
Continuation of our turnaround plan and strategy
There were a number of key steps taken during the year and
subsequent to the year-end to enable us to continue with our
turnaround plan plus enable our longer-term ambition of being a
market leader in Location Master Data Management. These were as
follows:
- Disposal of non-core business Enables IT in March 2018 to
focus on the Geospatial/Location data market
- In June 2018 we changed our licensing business model from
perpetual to term (subscription) licencing. We are building a
business based on high quality, predictable revenue and this change
provides greater predictability and monetisation of our software
over the long-term. Perpetual licences will now only be granted in
very exceptional circumstances.
- Oversubscribed equity fundraise of GBP8m in August 2018 to
strengthen the Group's balance sheet for larger customer
acquisition and invest in technology including Location Master Data
Management.
- Post year end, aligning our European business to the rest of
the global business, as a solutions provider through the
acquisition of Geomap-Imagis. The new European business will
provide a combination of vendor-agnostic solutions as well as
Esri-based solutions to French-speaking markets. This acquisition
will also provide significant strategic benefits to the rest of
1Spatial Group.
Key objectives
In my FY17 and FY18 review I set out several key objectives. As
part of this report I have re-visited these to demonstrate progress
and any changes.
Clear strategy
Provide Innovative Software Solutions to the Geospatial Sector
with a focus on the automation of data cleansing and
integration
During the year, we have stayed focussed on the strategy above
but have also established a longer-term goal of taking a leading
position in Location Master Data Management ("LMDM") in our target
vertical sectors, which we have started to develop.
We continue to believe that this is the right strategy,
particularly given the interest that we have seen from our
customers and the market potential. Our innovative approach means
that we have expanded our focus beyond Geospatial data, and we have
seen significant value from our ability to combine both Geospatial
and Non-Spatial data, and it is in this harmonisation of data that
we see a real gap in the market for our solutions.
The current market potential for the GIS sector and the LMDM
sector is significant and growing. Key stats are as follows:
- GIS: the GIS industry is large and growing - PS Market
Research estimates the global GIS software, services and hardware
market at US$9.0bn, forecasting a 10.1% CAGR to reach US$17.5bn by
2023. Software is estimated to account for around half of this
market at present, with growth forecast at c.9% through 2023,
whereas the revenue opportunity for services is expected to grow
more rapidly - at c.12%.
- LMDM: the Transparency Market Research estimates stated that
this market was worth $3.8bn globally in 2017 and is expected to
grow at a 27% CAGR through to 2024 to reach $21bn.
While our 1Integrate data management solutions are
vendor-agnostic, we have more GIS-specific knowledge of Esri's
technology, particularly given the acquisition of Geomap-Imagis,
enabling us to provide more vertically-focussed business
applications on this platform.
Focus on key sectors
We have increasing confidence in our focus on the three key
sectors of Government, Utilities and Transport given the increasing
amount of location data needing to be captured in these industries
in order to make critical decisions including life-saving
decisions. Location data can be captured by various methods
including sensor networks, drones, Lidar and mobile workforces and
will generally need to be combined with existing data or other data
sets to perform further analysis. This is where our tool 1Integrate
works best. It is key and vital in these sectors that data is used
to improve economic values not only just from a financial
perspective but often more importantly from a Corporate Social
Responsibility (CSR) perspective.
This vertical approach allows us to stay focussed on three key
sectors during the year to maintain deep domain expertise and
manage resources efficiently.
Geographic reach
We have offices and direct sales operations in UK, Ireland, USA,
France, Belgium and Australia. There are slight differences in the
go-to-market approach in each market given competition, market
needs and scale.
An example of this is within the US, where there are significant
opportunities for our software in the government sector, at the
Federal level as well as in the states, cities and counties where
the specific spatial data issues are concentrated. Given the
volumes of data collected and need for automation within the
processes, it is the environment where our software and current
business model work best. Within our US business, we had three
clients in 2015 and 27 clients at 31 January 2019.
In France and Belgium, following the acquisition of
Geomap-Imagis, we are now in position to provide more
vertically-focussed solutions on top of the Esri platform as well
as our own vendor-agnostic data management solutions.
Organisational structure aligned to strategy
Alignment of organisation structure and strategy is key to
future success and the structure that we set out with at the
beginning of the year has remained the same. There are clear roles
and responsibilities with clear accountabilities.
We've had minimal staff turnover in the period and no changes to
the senior team. During the year we appointed a country manager for
Australia, and we hired a Head of Development in the UK.
My senior team and key employees have been granted option awards
in the period at 46.5p and nil-cost long-term incentive plan
("LTIP") awards. The option awards vest over two to four years and
the LTIP awards vest according to various criteria including
company and share performance over a four-year period.
Drive revenue growth
Focus on new and existing customers
Solutions
Key focus for this financial year continued to be to drive
revenue growth from both existing and new customers. From our
solutions business we saw revenues increasing by GBP1.6m (15%) from
GBP10.6m to GBP12.2m. There were no significant losses to our
recurring support and maintenance base during the year. Our
strategic shift to a term licence model with the aim to drive
higher quality recurring revenues started in the second half of the
year. Whilst this reduced revenue in the short-term for the full
year - as lower-value but recurring term licence revenues replaced
higher-value non-recurring perpetual licence revenues - this will
have a significant benefit on the visibility and quality of
revenues for future years.
UK & Ireland
This territory performed well during the period with a new win
in a major UK Infrastructure provider, in excess of GBP2m in value,
following a small Proof of Concept ("PoC") in 2017. In addition, we
won a GBP1.6m five-year contract with Land and Property Services
("LPS") the mapping agency in Northern Ireland. This puts us in a
good position to provide LPS with additional benefits and solutions
going forward. In the second half of the year we won additional
services work with the Rural Payments Agency, one of our key
government customers, for GBP0.7m. We also continued with several
additional projects with one of our key utility customers, Northern
Gas Networks ("NGN").
We believe that there will be significant opportunities for the
provision of other solutions and benefits for all of these
customers going forward.
USA
We have continued to deliver on our Michigan State Spatial Data
Infrastructure (SDI) contract which we are working on in
partnership with Esri Inc. This will be a good proof point for
other US State agencies who are looking to engage with us on our
1Integrate Spatial Solutions. During the period we have been
developing a strong pipeline which resulted in a number of contract
closures during the second half of the year as follows:
- Government - National Oceanic and Atmospheric Association
("NOAA") - following a PoC in September 2017, contracting for a
two-year term licence and services worth US$0.6m
- Utilities - National Grid - first utility win in the USA, with
a recurrent annual 1Integrate term licence of US$80k
- Utilities - East Bay Municipal Utility District - second
utility win with PoC for 1Integrate plus services
- Facilities Management - Google - following a small PoC in
2017, one-year term licence and services deal was won for
US$0.4m
France & Belgium
Whilst our French and Belgium business is predominately
GIS-focussed, we are growing our solutions revenues with our
1Integrate technology in this geography. Following a Proof of
Concept in 2017, we are now engaged on a contract with the European
Union Satellite Centre for the provision of software and services.
This is progressing well and once we have completed the project,
scheduled for June 2019, we will have a blueprint for solutions to
similar agencies across the globe.
GIS
Our GIS business in France and Belgium has seen a decrease of
11% in revenues in the year. This is not unexpected in this
fragmented market and as stated above, investing in a GIS is not
core to our global strategy. Our strength is building
business-focussed applications on top of the GIS platform which
incorporates our tools to ensure data quality, and to enhance this
capability in the region, we acquired Geomap-Imagis post
year-end.
This acquisition, combined with the Esri agreement, will
accelerate the transition of our French and Belgian business, over
a period of time, from a GIS business to a solutions business which
is aligned with the 1Spatial global strategy. The acquisition will
provide us with a number of key benefits including:
- Strengthening the existing solutions portfolio with additional
technology-based solutions and business applications;
- Access to a skilled management team and workforce with domain
expertise in our key vertical sectors of government, utilities,
transport and facilities management;
- Increased scale and market access to customers;
- Stronger links with key global partner Esri for increased
market access and development of international software solutions;
and
- An existing customer base of over 500, providing significant
cross-selling and land and expand opportunities for the enlarged
Group.
Business model
Our solutions are based on technology (our own technology or
partner technology) plus services, which are generally for
implementation/configuration. The US business has a larger
proportion of software sales in its revenue compared with services,
whereas in Europe, the solutions contain a larger proportion of
services. Since May 2018, we have made some changes to our business
model and pricing to move away from perpetual licencing and adopt
term (subscription) licencing. This change is aligned to the rest
of the industry and but also protects our core 1Integrate asset
which we have, in the past, not always monetised appropriately
given the value that our clients and customers receive.
Following the acquisition of Geomap-Imagis, our French and
Belgian business will be more focussed on Esri-based solutions, as
well as its own vendor-agnostic solutions.
Working with partners
We have a valuable partnership network with key players in the
Geospatial market, leveraging collaboration across platforms to
drive growth. Our own software architectures are 'Open' - allowing
us to integrate our solutions with Esri, Open Source and other
vendors' technology such as Latitude's Geocortex.
As noted above, following the acquisition of Geomap-Imagis, in
conjunction with which we entered into a new framework agreement
with Esri, we are now working more closely with our partner in the
French and Belgian markets and this new collaboration offers a
breadth of opportunities for the wider Group.
Focussed innovation
Following the fundraise in August 2018 we have also started
initial work on our 3D project as well as our Location Master Data
Management platform. Given the current market and customer
feedback, we believe these two areas are the right projects to be
investing in.
Innovations during FY19 included investment in our Mobile
software development kit, Location Mobile Application Platform
("LMAP"). We believe that this is a unique proposition to the
market as the platform is data/GIS-system agnostic and is
underpinned by our 1Integrate patented rules engine. Our initial
proposition to market is to develop business applications (Apps)
with our clients but our longer-term aim is to enable developers to
use our LMAP platform to develop their own Apps.
To further develop our growth plans we must continue to
innovate. All innovation in the business is now focussed and
customer-led, and our strategy of being close to our customers
enables us to work with them on these innovation ideas that can
then be replicated across the industry sectors. This innovation is
not just focussed on our own technology and solutions but also how
we can integrate and think innovatively in conjunction with our
partners such as Esri. Under the leadership of my CTO and CSO, we
now have a very exciting roadmap and opportunities for innovation
during the next financial year.
Through innovation, we have also identified several market-led
solutions where we can embed our core 1Integrate software including
some hosted SaaS solutions.
There should be exciting developments and revenue-generating
opportunities arising from these solutions during the next
financial year when we release them to the market. If we put the
customer at the heart of the business, working to address their
business need and provide them with the most appropriate solution,
then this should be a winning formula.
Outlook
We have continued to build on our success in FY19 into Q1 of the
current year with traction across a number of our key accounts in
the UK and Ireland including No1 Aeronautical Information Documents
Unit ("No1 AIDU"), with a value of over GBP1m. Ireland's Property
Registration Authority (PRA), with a contract for GBP900k for
software and services to support PRA's dramatic transformation. In
the USA we have secured more revenues with a number of new states
and counties. All these wins demonstrate the significant potential
demand for our solutions.
Following the acquisition of Geomap-Imagis, we are further
aligning the Group to be a global business applications solutions
provider focussed on location data and in doing so, have
strengthened our partnership with the global market leading GIS
company, Esri Inc.
Our backlog of orders and pipeline is continuing to grow, and we
look forward to an exciting year of continued profitable growth. We
will also be focussing on successfully integrating our new business
in France and working on innovations, such as Location Master Data
Management, which we believe could significantly enhance
shareholder value in the longer term.
Claire Milverton
Chief Executive Officer
CFO review
The financial year to 31 January 2019 bears out the focussed
execution on the turnaround programme, with improvements in
continuing operations' revenues and adjusted* EBITDA, and
generating operating cashflows before strategic, integration and
other irregular items, interest and tax.
Results
A summary of the results compared to the previous year are set
out below.
2019 2018
GBPm GBPm
Continuing operations
Revenue 17.6 16.9
Cost of sales (8.4) (8.0)
------ ------
Gross profit 9.2 8.9
Gross profit % 52% 53%
Administrative expenses * (8.0) (8.5)
------ ------
Adjusted* EBITDA 1.2 0.4
------ ------
Loss after tax (1.4) (1.2)
------ ------
Discontinued operations
Loss after tax (0.3) (1.3)
------ ------
*Adjusted for strategic, integration, other irregular items and
share-based payment charge
Revenue includes the provision of software and services for the
management of geospatial data, as well as a number of recurring
revenue contracts from large customers with well-established
relationships.
The revenue split is as follows:
2019 proportion 2018 proportion
GBPm GBPm
Licences - own 1.6 9% 1.2 7%
Licences - third-party 1.2 7% 1.3 8%
Services 7.8 44% 7.2 42%
Support and maintenance - own 5.7 33% 6.2 37%
Support and maintenance - third-party 1.3 7% 1.0 6%
----- -----
17.6 16.9
----- -----
The revenues in the table above for the year ended 31 January
2018 are before the adoption of IFRS 15 'Revenue from Contracts
with Customers' ("IFRS 15") and those for the year ended 31 January
2019 are after the adoption of IFRS 15. The main impact of the
adoption of IFRS 15 in the year ended 31 January 2019 is a
reduction of GBP0.2m in service revenues within the GIS business.
These revenues are recognised over time except where the Company
does not have a contractual right to receive payment for the
services, e.g. until milestones are achieved, in which case the
adoption of IFRS 15 has resulted in a step-recognition of these
software development service revenues (i.e. at a point in time), as
the milestones are achieved, with the related costs recognised at
the same time.
Total own licence revenues are up GBP0.4m (33%) from GBP1.2m to
GBP1.6m
-- Up GBP0.7m (150%) in the Solutions business and
-- Down GBP0.3m (36%) in the GIS business
As noted in the CEO review, we changed our licence business
model from perpetual to term (subscription) licencing, to build a
business based on high-quality, predictable revenue and monetise
our software over the long-term.
Third-party licences are down GBP0.1m (8%) from GBP1.3m to
GBP1.2m, all of which is attributable to the Solutions business.
Our own higher-margin licence revenues have grown as a proportion
of total licence revenues, growing from 48% last year to 58% this
year.
Before the impact of IFRS 15 adjustments to GIS service revenues
(a GBP0.2m decrease as noted above), service revenues have grown
GBP0.8m or 11% in the year from GBP7.2m to GBP8.0m and make up the
significant proportion of our revenue base at 45% (2018: 42%) of
the total. Our GIS business' revenues are in line with the prior
year, so the substantial increase in the year's service revenues is
attributable to our Solutions business where the major UK
Infrastructure client and the Rural Payments Agency make up 35% of
all service revenues.
Support and maintenance revenues are down GBP0.5m (8%) from
GBP6.2m to GBP5.7m, with GBP0.4m (79%) of the decease attributable
to our GIS business and the remaining GBP0.1m decrease attributable
to our Solutions business (representing a modest 3% drop-off). With
the acquisition of Geomap-Imagis, we should mitigate the drop in
the GIS business's support and maintenance revenues, by providing
more vertically-focussed business applications on top of the Esri
platform, as well as our own vendor-agnostic data management
solutions on which support and maintenance revenues are based.
Third-party support and maintenance revenues have shown a 30%
improvement from GBP1.0m to GBP1.3m, most of which is in our
Solutions business.
The gross profit percentage for the year was down slightly on
the prior year, from 53% to 52%. Admin expenses have decreased 6%
on the previous year. Overall, the adjusted* EBITDA trading results
have improved by GBP0.8m (200%) to GBP1.2m, bearing out our people,
our technology and the execution of our strategy.
The resulting overall loss after tax from continuing operations
has increased by GBP0.2m to a GBP1.4m loss, and the loss from
discontinued operations is GBP0.3m, significantly lower than the
prior year loss of GBP1.3m given that the year ended 31 January
2019 saw the tail end of the discontinued operations' activity.
Overall result for the year
2019 2018
GBPm GBPm
Adjusted* EBITDA 1.2 0.4
Depreciation (0.1) (0.2)
Amortisation and impairment of intangible assets (1.8) (1.5)
Share-based payment (charge)/credit (0.2) 0.5
Strategic, integration and other irregular items (0.7) (1.0)
Operating loss (1.6) (1.8)
Net finance cost (0.2) (0.2)
Loss before tax (1.8) (2.0)
Tax 0.4 0.8
------ ------
Loss for the year - continuing operations (1.4) (1.2)
Loss for the year - discontinued operations (0.3) (1.3)
------ ------
Result for the year (1.7) (2.5)
------ ------
* Adjusted EBITDA is stated net of certain strategic,
integration, other irregular costs and share option charge/credit.
See note 4 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. GBP1.8m relates to amortisation (2018: GBP1.6m), there were
no impairments (2018: GBP0.4m), and there were no impairment
reversals (2018: GBP0.5m). GBP0.2m of the prior year impairment
related to the acquired intangibles of Sitemap Ltd, being software
that was impaired due to the Group's strategy not currently
prioritising resources on this product and the remaining GBP0.2m
impairment related to the capitalised development costs of 1Spatial
Group due to there being limited sales and pipeline to support
their carrying value. The GBP0.5m impairment reversal in the prior
year related to capitalised development costs of 1Spatial Belgium,
based on the improvement in the company's expected future
cashflows. Further details on this are provided in note 6 to the
Accounts.
Share-based payment (charge)/credit
The share option charge represents the 'non-cash' charge under
IFRS 2 attributable to issuing share options this financial year.
Further details of the new 1Spatial employee share plan adopted in
the year are provided in note 14 to the Annual Report. The credit
in the previous year was due to the effect of leavers in that
year.
Strategic, integration and other irregular items
2019 2018
GBPm GBPm
Costs associated with corporate transactions
and other strategic costs 0.3 0.1
Restructuring and redundancy costs 0.3 0.9
Fees relating to the Employee Share Plan implemented
in the year 0.1 -
Write-off of accrued revenue on settlement of
a contractual dispute - 0.1
Gain on bargain purchase - (0.1)
(Release of amount payable to)/provision for
amount receivable from Sitemap Ltd - (0.0)
Total 0.7 1.0
====================================================== ====== ======
Given the Group's involvement in corporate transactions, it
incurs irregular costs that affect the overall underlying results
of the business. Where possible the Group seeks to separate these
out along with any other irregular items that 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 4 to the Accounts.
Tax
The tax credit for the Group is GBP0.4m (2018: GBP0.8m). This is
largely a result of the Group electing to receive an R&D tax
credit in relation to the periods 31 January 2017 and 2018 in the
form of cash during the year. The decrease on the prior year is
partially due to there being no R&D activity in the year for
Storage Fusion Limited and Sitemap Ltd and partially due to there
being a lower surrenderable loss on which the current year R&D
tax credit for 1Spatial Group Limited is based.
Loss for the year from discontinued operations
The losses for the year from discontinued operations relate to
the final costs on the closure of Storage Fusion and the sale of
the controlling interest in the Enables IT UK business that
occurred in March 2018.
Statement of financial position
Non-current assets
Intangible assets including goodwill
Goodwill and intangible assets decreased by GBP0.3m in the year.
The decrease in the year is attributable to GBP1.3m additions to
development costs net of amortisation charges of GBP1.8m.
Property, plant and equipment
Property, plant and equipment is unchanged from the prior year
as GBP0.1m of additions was offset by GBP0.1m of depreciation
charges.
Current assets
Trade and other receivables
Trade and other receivables balances are GBP5.0m at the
year-end, a decrease of GBP0.5m on the prior year balance of
GBP5.5m. The decrease is attributable mainly to a GBP0.6m decrease
in accrued income which has come from balances in 1Spatial Belgium
being GBP1.0m in the year ended 31 January 2018 (before any IFRS 15
impact) and only GBP0.3m for the year ended 31 January 2019 (after
the impact of IFRS 15 adjustments)
There are a number of contracts with customers in 1Spatial
Belgium where software development service revenues were accrued to
the balance sheet such that revenue was recognised over time before
the adoption of IFRS 15. This revenue recognition pattern is no
longer appropriate under IFRS 15, as 1Spatial Belgium does not have
a contractual right to receive payment for the services until
certain milestones are reached and therefore, on the adoption of
IFRS 15, the balance of accrued income decreases as these software
development service revenues are step-recognised when milestones
are achieved (i.e. revenue is now recognised at a point in time).
To achieve the matching principle, the related costs are treated
accordingly.
Cash balance
Net funds increased from GBP0.3m in the prior year to GBP6.4m,
with GBP8m being raised in the August 2018 placing. The analysis of
this is discussed in the cash flow section below.
Current liabilities
Trade and other payables balances are GBP7.9m, a decrease of
GBP1.1m on the prior year balance of GBP9m. The main reason for the
decrease is a GBP0.7m decrease in deferred income due to the
adoption of IFRS 15 in the Group's UK and Belgian subsidiaries (see
below) and a GBP0.3m decrease in other taxation and social security
balances related to 1Spatial plc.
At 31 January 2018 (before any IFRS 15 impact), the deferred
income balance in 1Spatial Group (the UK operation) and 1Spatial
Belgium was GBP2.7m and GBP1.5m respectively. At the 31 January
2019 year-end (after the impact of IFRS 15), the deferred income
balance in 1Spatial Group (the UK operation) and 1Spatial Belgium
has decreased to GBP2.3m and GBP1.2m respectively.
Software licencing revenue in respect of term licences is now
satisfied at a point in time rather than being satisfied over time,
and therefore upon adoption of IFRS 15, revenue from both perpetual
and term licences are recognised in full once the performance
obligation has been satisfied. Previously, in the year ended 31
January 2018, revenue from perpetual licences was recognised at a
point in time but term licence revenue was recognised over time.
Given that the revenue recognition pattern under IFRS 15 is
accelerated, this has the impact of decreasing balances of deferred
income.
Non-current liabilities
The decrease of GBP0.1m in the deferred tax liability is mainly
attributable to the increased amortisation charge in the year.
Share capital and reserves
Share capital and share premium increased by GBP2.3m and GBP5.7m
in the year due to the placing in August 2018. Accumulated losses
increased GBP1.8m with the loss for the year as noted above, and by
a further GBP0.2m to account for the impact of the initial
application of IFRS 15 'Revenue from Contracts with
Customers'..
Cash flow
The Group had net funds of GBP6.4m (2018: GBP0.3m) after
settling the overdraft following receipt of the share issue
proceeds in the year.
A cash flow bridge is presented below which reconciles the
adjusted* EBITDA to the year-end cash balance. This is a different
format to the presentation shown in the Accounts.
Continuing operations' operating activities contributed GBP0.5m
to the net cash inflow in the year, before payments for strategic,
integration and other irregular items of GBP0.8m, and tax and
interest net cash inflows of GBP0.1m brought the net cash outflow
in the year to GBP0.2m.
This net cash outflow of GBP0.2m together with continuing
operations' net cash used in investing activities totalling
GBP1.4m, and continuing operations' net cash generated from
investing activities of GBP8.0m resulted in a net cash inflow of
GBP6.4m. Discontinued operations' net cash outflows of GBP0.3m
offset the net cash inflow from continuing operations of GBP6.4m
such that the net cash inflow from all operations in the year is
GBP6.1m.
2019
GBPm
Adjusted* EBITDA - continuing operations 1.2
Working capital movements - continuing operations (0.7)
---------------------------------------------------- -----
Cash inflow from operating activities -
continuing operations 0.5
Payments for strategic, integration and
other irregular items (0.8)
Tax and interest net cash inflows 0.1
---------------------------------------------------- -----
Cash outflow after strategic, integration
and other irregular items and after tax
and interest net cash inflows - continuing
operations (0.2)
Expenditure on product development and intellectual
property capitalised (1.3)
Expenditure on property, plant and equipment (0.1)
---------------------------------------------------- -----
Cash outflow after investing activities
- continuing operations (1.6)
Net proceeds of share issue 8.0
---------------------------------------------------- -----
Cash inflow after financing activities -
continuing operations 6.4
Net cash outflow - discontinued operations (0.3)
Impact of foreign exchange 0.0
---------------------------------------------------- -----
Net cash inflow - all operations 6.1
Opening net funds 0.3
Closing net funds 6.4
* Adjusted EBITDA is stated net of certain strategic,
integration, other irregular costs and share option charge. See
note 4 to the Accounts for further information
Consolidated statement of comprehensive income
For the year ended 31 January 2019
Note 2019 2018
GBP'000 GBP'000
--------------------------------------- ----- --------- ---------
Continuing operations
Revenue 2/3 17,624 16,938
Cost of sales (8,449) (7,994)
--------------------------------------- ----- --------- ---------
Gross profit 9,175 8,944
Administrative expenses (10,803) (10,749)
--------------------------------------- ----- --------- ---------
(1,628) (1,805)
Adjusted* EBITDA 1,188 403
Less: depreciation (141) (231)
Less: amortisation and impairment
of intangible assets 6 (1,785) (1,474)
Less/add: share-based payment
(charge)/credit 14 (218) 538
Less: strategic, integration
and other irregular items 4 (672) (1,041)
--------------------------------------- ----- --------- ---------
Operating loss (1,628) (1,805)
Finance income 8 36
Finance costs (199) (187)
--------------------------------------- ----- --------- ---------
Net finance cost (191) (151)
Loss before tax (1,819) (1,956)
Income tax credit 5 389 753
Loss for the year from continuing
operations (1,430) (1,203)
Discontinued operations
Loss for the year from discontinued
operations (attributable to equity
holders of the company) 9 (270) (1,255)
Loss for the year attributable
to:
Equity shareholders of the Parent (1,700) (2,458)
(1,700) (2,458)
======================================= ===== ========= =========
Other comprehensive (expense)/income
Items that may subsequently be
reclassified to profit or loss:
Actuarial losses arising on defined
benefit pension, net of tax - (2)
Exchange differences arising
on translation of net assets
of foreign operations 80 366
Other comprehensive income for
the year, net of tax 80 364
Total comprehensive loss for
the year (1,620) (2,094)
--------------------------------------- ----- --------- ---------
Total comprehensive loss attributable
to the
equity shareholders of the Parent (1,620) (2,094)
Total comprehensive loss attributable
to equity
shareholders of the Parent arises
from:
* Continuing operations (1,350) (1,030)
* Discontinued operations (270) (1,064)
--------------------------------------- ----- --------- ---------
(1,620) (2,094)
======================================= ===== ========= =========
Note 2019 2018
GBP'000 GBP'000
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 (1.97) (3.20)
From continuing operations 17 (1.65) (1.50)
From discontinued operations 17 (0.31) (1.70)
Diluted loss per share (1.97) (3.20)
From continuing operations 17 (1.65) (1.50)
From discontinued operations 17 (0.31) (1.70)
* Adjusted for strategic, integration, other irregular items
(note 4) and share-based payment charge.
Registered company number (England): 5429800
Consolidated statement of financial position
As at 31 January 2019
Note 2019 2018
GBP'000 GBP'000
-------------------------------------- ----- --------- ---------
Assets
Non-current assets
Intangible assets including goodwill 6 10,194 10,540
Property, plant and equipment 285 333
Total non-current assets 10,479 10,873
-------------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 7 4,998 5,510
Current income tax receivable 125 221
Cash and cash equivalents 8 6,358 1,319
Total current assets 11,481 7,050
-------------------------------------- ----- --------- ---------
Assets of disposal group classified
as held for sale - 1,031
-------------------------------------- ----- --------- ---------
Total assets 21,960 18,954
-------------------------------------- ----- --------- ---------
Liabilities
Current liabilities
Bank borrowings - (1,051)
Trade and other payables 10 (7,901) (9,003)
Current income tax liabilities - (32)
Provisions 11 - (148)
-------------------------------------- ----- --------- ---------
Total current liabilities (7,901) (10,234)
-------------------------------------- ----- --------- ---------
Non-current liabilities
Defined benefit pension obligation (677) (635)
Deferred tax 12 (192) (264)
Total non-current liabilities (869) (899)
-------------------------------------- ----- --------- ---------
Liabilities of disposal group
classified as held for sale - (1,031)
Total liabilities (8,770) (12,164)
-------------------------------------- ----- --------- ---------
Net assets 13,190 6,790
====================================== ===== ========= =========
Share capital and reserves
Share capital 13 18,971 16,705
Share premium account 13 28,661 22,931
Own shares held 13 (303) (303)
Equity-settled employee benefits
reserve 2,934 2,716
Merger reserve 16,030 16,030
Reverse acquisition reserve (11,584) (11,584)
Currency translation reserve 304 224
Accumulated losses (41,346) (39,452)
Purchase of non-controlling interest
reserve (477) (477)
-------------------------------------- ----- --------- ---------
Total equity attributable to
shareholders of the parent 13,190 6,790
Total equity 13,190 6,790
====================================== ===== ========= =========
Consolidated statement of changes in equity
For the year Share Share Own Equity-settled Merger Reverse Currency Purchase of Accumulated Total equity Non-controlling Total
ended 31 capital premium shares employee reserve acquisition translation non-controlling losses attributable interest equity
January 2019 account held benefits reserve reserve interest to
GBP'000 reserve reserve shareholders
of the
parent
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Balance at 1
February 2017 16,449 22,931 (303) 3,254 15,347 (11,584) (142) - (36,992) 8,960 262 9,222
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Comprehensive
(loss)/income
Loss for the
year - - - - - - - - (2,458) (2,458) - (2,458)
Other
comprehensive
(loss)/income
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Actuarial
losses
arising on
defined
benefit
pension - - - - - - - - (2) (2) - (2)
Exchange
differences
on
translating
foreign
operations - - - - - - 366 - - 366 - 366
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Total other
comprehensive
income/(loss) - - - - - - 366 - (2) 364 - 364
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Total
comprehensive
income/(loss) - - - - - - 366 - (2,460) (2,094) - (2,094)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Transactions
with owners
Issue of
shares to
acquire
remaining
interest in
Sitemap Ltd 56 - - - 144 - - - - 200 - 200
Acquisition of
shares in
1Spatial Inc 200 - - - 539 - - (477) - 262 (262) -
Recognition of
share-based
payments - - - (538) - - - - - (538) - (538)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
256 - - (538) 683 - - (477) - (76) (262) (338)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Balance at 31
January 2018 16,705 22,931 (303) 2,716 16,030 (11,584) 224 (477) (39,452) 6,790 - 6,790
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Adjustment on
initial
application
of IFRS 15 (194) (194) (194)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Balance at 31
January 2018 16,705 22,931 (303) 2,716 16,030 (11,584) 224 (477) (39,646) 6,596 - 6,596
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Comprehensive
loss
Loss for the
year - - - - - - - - (1,700) (1,700) - (1,700)
Other
comprehensive
(loss)/income
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Exchange
differences
on
translating
foreign
operations - - - - - - 80 - - 80 - 80
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Total other
comprehensive
income - - - - - - 80 - - 80 - 80
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Total
comprehensive
(loss)/income - - - - - - 80 - (1,700) (1,620) - (1,620)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Transactions
with owners
Issue of share
capital, net
of share
issue costs
(note 13) 2,266 5,730 - - - - - - - 7,996 - 7,996
Recognition of
share-based
payments - - - 218 - - - - - 218 - 218
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
2,266 5,730 - 218 - - - - - 8,214 - 8,214
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Balance at 31
January 2019 18,971 28,661 (303) 2,934 16,030 (11,584) 304 (477) (41,346) 13,190 - 13,190
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- ---------------- --------
Consolidated statement of cash flows
For the year ended 31 January 2019
Note 2019 2018
GBP'000 GBP'000
Cash flows from operating activities
Cash (used in)/generated from operations (a) (749) 245
Interest received 24 3
Interest paid (199) (170)
Tax received 410 751
------------------------------------------ -----
Net cash (used in)/generated from
operating activities (514) 829
------------------------------------------ ----- --------- ---------
Cash flows from investing activities
Acquisition of subsidiary (net
of cash acquired) 16 - 15
Disposal of subsidiary - 100
Purchase of property, plant and
equipment (94) (96)
Proceeds from sale of property,
plant and equipment - 80
Expenditure on product development
and intellectual property capitalised (1,300) (1,019)
Net cash used in investing activities (1,394) (920)
------------------------------------------ ----- --------- ---------
Cash flows from financing activities
Repayment of borrowings - (5)
Net proceeds of share issue 13 7,996 -
Net cash generated from/(used in)
financing activities 7,996 (5)
------------------------------------------ ----- --------- ---------
Net increase/(decrease) in cash
and cash equivalents 6,088 (96)
Cash and cash equivalents at start
of year 268 604
Less cash and cash equivalents
in assets held for sale - (226)
Effects of foreign exchange on
cash and cash equivalents 2 (14)
------------------------------------------ ----- --------- ---------
Cash and cash equivalents at end
of year (b) 6,358 268
========================================== ===== ========= =========
Cash flows of discontinued operations included above
2019 2018
GBP'000 GBP'000
Net cash generated from operating activities (141) 101
Net cash used in investing activities - (33)
Total (141) 68
---------------------------------------------- --------- ---------
Notes to the consolidated statement of cash flows
(a) Cash (used in)/generated from operations
Note 2019 2018
GBP'000 GBP'000
------------------------------------------- ----- --------- ---------
Loss before tax including discontinued
operations (2,085) (3,424)
Adjustments for:
Net finance cost 175 167
Depreciation 141 376
Amortisation and impairment of intangible
assets 1,785 1,558
Impairment of assets held for sale - 1,220
Share-based payment charge/(credit) 14 218 (538)
Net foreign exchange movement (39) 271
Loss on disposal of assets held
for sale - 199
Loss on disposal of property, plant
and equipment - 9
Gain on bargain purchase 16 - (100)
(Increase)/decrease in trade and
other receivables (184) 2,791
Decrease in trade and other payables (656) (2,205)
Decrease in provisions (148) (83)
Increase in defined benefit pension
obligation 44 4
Cash (used in)/generated from operations (749) 245
=========================================== ===== ========= =========
(b) Reconciliation of net cash flow to movement in net funds
2019 2018
GBP'000 GBP'000
-------------------------------------------- ----- ------------------ -------------
Increase/(decrease) in cash in the
year 6,088 (96)
Changes resulting from cash flows 6,088 (96)
Less cash and cash equivalents in
assets held for sale - (226)
Effect of foreign exchange 2 (14)
Change in net funds 6,090 (336)
Net funds at beginning of year 268 604
-------------------------------------------- ----- ------------------ -------------
Net funds at end of year 6,358 268
============================================ ===== ================== =============
Analysis of net funds
Cash and cash equivalents classified
as:
Current assets 6,358 1,319
Bank and other loans - (1,051)
-------------------------------------------- ----- ------------------ -------------
Net funds at end of year 6,358 268
============================================ ===== ================== =============
c) Reconciliation of movement in
liabilities from financing activities
Finance leases Finance leases
due within due after
1 year 1 year Total
GBP'000 GBP'000 GBP'000
Debt as at 1 February 2017 11 62 73
Cashflows (5) - (5)
Disposals - finance lease (6) (62) (68)
---------------- ---------------- ----------
Debt as at 31 January 2018 - - -
---------------- ---------------- ----------
Cashflows - - -
Debt as at 31 January 2019 - - -
---------------- ---------------- ----------
Notes to the financial statements
For the year ended 31 January 2019
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 Group financial statements are 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 2018, except for Revenue relating to the year ended 31
January 2019, which is recognised under IFRS 15 'Revenue from
Contracts with Customers' (refer note 3) and except for the
adoption of IFRS 9 ' Financial Instruments'. The adoption of IFRS 9
from 1 February 2018 changed the accounting policies for the year
ended 31 January 2019 but did not result in adjustments to the
amounts recognised in the financial statements.
The results shown for the years ended 31 January 2019 and 31
January 2018 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 2019 were approved by the Board of directors
on 13 May 2019 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.) and
Cloud (Enables IT and Storage Fusion Limited, which are both
included within discontinued operations, 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 operated by the Group, of Storage Fusion Limited and
Sitemap. Enables IT and Storage Fusion Limited have been treated as
discontinued operations in these financial statements, 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, as
well as the costs incurred in relation to the disposal of Enables
IT in the year.
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 irregular
items from the operating segments.
The segment information provided to the Board for the reportable
segments for the year ended 31 January 2019 is as follows:
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2019 GBP'000
Revenue - 17,624 - 17,624
Cost of sales - (8,449) - (8,449)
------------------------------------- --------- ----------- --------- ---------
Gross profit - 9,175 - 9,175
Total administrative expenses (1,971) (8,829) (3) (10,803)
Adjusted EBITDA (1,460) 2,651 (3) 1,188
Less: depreciation - (141) - (141)
Less: amortisation and impairment
of intangible assets - (1,785) - (1,785)
Less: share-based payment charge (53) (165) - (218)
Less: strategic, integration
and other irregular items (458) (214) - (672)
------------------------------------- --------- ----------- --------- ---------
Total operating (loss)/profit (1,971) 346 (3) (1,628)
Finance income 4 4 - 8
Finance cost (122) (77) - (199)
------------------------------------- --------- ----------- --------- ---------
Net finance cost (118) (73) - (191)
(Loss)/profit before tax (2,089) 273 (3) (1,819)
Tax - 387 2 389
------------------------------------- --------- ----------- --------- ---------
(Loss)/profit for the year (2,089) 660 (1) (1,430)
Loss for the year from discontinued
operations (163) - (107) (270)
------------------------------------- --------- ----------- --------- ---------
(Loss)/profit for the year
attributable to:
Equity holders of the parent (2,252) 660 (108) (1,700)
(2,252) 660 (108) (1,700)
===================================== ========= =========== ========= =========
(Loss)/profit for the year
from:
- Continuing operations (2,089) 660 (1) (1,430)
- Discontinued operations (163) - (107) (270)
---------------------------- -------- ---- ------ --------
(2,252) 660 (108) (1,700)
============================ ======== ==== ====== ========
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2019 GBP'000
Segment assets 3,712 18,146 102 21,960
Segment liabilities (797) (7,938) (35) (8,770)
--------------------- --------- ----------- --------- ---------
Segment net assets 2,915 10,208 67 13,190
===================== ========= =========== ========= =========
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
2019 with respect to total assets and total liabilities are
measured in a manner consistent with that of the financial
statements. 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 2018 GBP'000
Revenue - 16,938 - 16,938
Cost of sales - (7,994) - (7,994)
------------------------------------------- --------- ----------- --------- ---------
Gross profit - 8,944 - 8,944
Total administrative expenses (1,742) (8,874) (133) (10,749)
Adjusted EBITDA (1,601) 2,035 (31) 403
Less: depreciation (15) (215) (1) (231)
Less: amortisation and impairment
of intangible assets - (1,274) (200) (1,474)
Less: share-based payment credit/(charge) 551 (13) - 538
Less: strategic, integration
and other irregular items (677) (463) 99 (1,041)
------------------------------------------- --------- ----------- --------- ---------
Total operating (loss)/profit (1,742) 70 (133) (1,805)
Finance income - 36 - 36
Finance cost (124) (63) - (187)
------------------------------------------- --------- ----------- --------- ---------
Net finance cost (124) (27) - (151)
(Loss)/profit before tax (1,866) 43 (133) (1,956)
Tax - 748 5 753
------------------------------------------- --------- ----------- --------- ---------
(Loss)/profit for the year (1,866) 791 (128) (1,203)
Loss for the year from discontinued
operations (166) - (1,089) (1,255)
(Loss)/profit for the year
attributable to:
Equity holders of the parent (2,032) 791 (1,217) (2,458)
(2,032) 791 (1,217) (2,458)
=========================================== ========= =========== ========= =========
(Loss)profit for the year from:
- Continuing operations (1,866) 791 (128) (1,203)
- Discontinued operations (166) (1,089) (1,255)
--------------------------------- -------- ---- -------- --------
(2,032) 791 (1,217) (2,458)
================================= ======== ==== ======== ========
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2018 GBP'000
Segment assets 69 17,632 1,253 18,954
Segment liabilities (2,705) (8,382) (1,077) (12,164)
---------------------------------- --------- ----------- --------- ---------
Segment net (liabilities)/assets (2,636) 9,250 176 6,790
================================== ========= =========== ========= =========
The following table provides an analysis of the Group's
non-current assets located in all countries in which the entity
holds assets.
2019 2018
GBP'000 GBP'000
United Kingdom (being the Company's country
of domicile) 5,627 6,132
Europe 2,186 2,235
United States 2,664 2,501
Rest of World 2 5
--------- ----------
10,479 10,873
========= ==========
1Spatial Group has one major customer where revenues exceed 10%
of the Group's revenue. This is a UK major Infrastructure
company.
The Group's operations are located in the United Kingdom, Europe
(Ireland, France and Belgium) the United States and Australia. The
following table provides an analysis of the Group's revenue by
geographical destination.
2019 2019 2019
Continuing Discontinued Total
GBP'000 GBP'000 GBP'000
United Kingdom 7,194 - 7,194
Europe 6,298 - 6,298
United States 1,964 - 1,964
Rest of World 2,168 - 2,168
17,624 - 17,624
---------------- ------------ -------------- ---------
The following table provides an analysis of the Group's revenue
by country of domicile, split, in the case of 2019, by whether the
revenue is recognised at a point in time or over time.
2019 2019 2019
Continuing Discontinued Total
GBP'000 GBP'000 GBP'000
United Kingdom 7,642 - 7,642
At a point in time 1,139 - 1,139
Over time 6,503 - 6,503
-------------------- ------------ -------------- ---------
Europe 6,325 - 6,325
At a point in time 1,085 - 1,085
Over time 5,240 - 5,240
-------------------- ------------ -------------- ---------
United States 1,964 - 1,964
At a point in time 548 - 548
Over time 1,416 - 1,416
-------------------- ------------ -------------- ---------
Rest of World 1,693 - 1,693
At a point in time 671 - 671
Over time 1,022 - 1,022
-------------------- ------------ -------------- ---------
17,624 - 17,624
==================== ============ ============== =========
The following table provides an analysis of the Group's revenue
by category.
2019 2019 2019 2018 2018 2018
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Licences 2,765 - 2,765 2,515 - 2,515
Services* 7,813 - 7,813 7,178 1,281 8,459
Support
and maintenance 7,038 - 7,038 7,228 1,377 8,605
Products 8 - 8 17 2,920 2,937
17,624 - 17,624 16,938 5,578 22,516
============ ============== ========= ============ ============== =========
*This includes both Professional services revenue and Software
development services.
No revenue was recognised in the year from performance
obligations satisfied in previous years.
3. Adoption of IFRS 15
The Group adopted IFRS 15 'Revenue from customers' on 1 February
2018 and applied the modified retrospective approach. Comparatives
for 2018 have not been restated and the cumulative impact of
adoption has been recognised as an increase to accumulated losses
with a corresponding decrease in net assets at 1 February 2018 as
follows:
GBP'000
Accumulated losses
Revenue from software licences (314)
Revenue from software development
services 564
Costs to fulfil a contract (56)
Total impact at 1 February 2018 194
Current assets
Trade and other receivables 675
Current liabilities
Trade and other payables (481)
Total impact at 1 February 2018 194
The impact of the adoption on the results for the year to 31
January 2019 is set out below:
All GBP'000 Amounts pre Transition In year impact Amounts as
IFRS 15 adjustment reported
Revenue
* Licences 2,784 - (19) 2,765
* Services 7,601 - 212 7,813
* Support and maintenance 7,038 - - 7,038
* Products 8 - - 8
17,431 - 193 17,624
Cost of sales (8,435) - (14) (8,449)
Gross profit 8,996 - 179 9,175
Income tax 389
Loss for the
year from continuing
operations (1,430)
Loss for the
year (1,700)
Current assets
Trade and other
receivables 5,482 (675) 191 4,998
Current liabilities
Trade and other
payables (8,394) 481 12 (7,901)
Non-current
liabilities
Net assets (194) 179
4. Strategic, integration and other irregular items
In accordance with the Group's policy for strategic, integration
and other irregular items, the following charges were included in
this category for the year:
2019 2018
GBP'000 GBP'000
Costs associated with corporate transactions
and other strategic costs 332 101
Restructuring and redundancy costs 213 946
Fees relating to the Employee Share Plan implemented
in the year 82 -
Write-off of accrued revenue on settlement of
a contractual dispute - 138
Gain on bargain purchase - (100)
(Release of amount payable to)/provision for
amount receivable from Sitemap Ltd - (44)
Other 45 -
Total 672 1,041
====================================================== ========= =========
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.
Substantial cost was incurred over the current and prior year to
restructure the Group and the Board of Directors and is included
within restructuring and redundancy costs.
Following a consultation with a number of major shareholders,
the Group established a new 1Spatial employee share plan (the "New
Plan") on 4 September 2018 to incentivise management and employees
to deliver long-term value creation and align their interests with
those of the Company's shareholders. In order to benefit from
grants under the New Plan, to the extent employees and management
held options granted under the Company's previous share options
plans (the EMI Share Option Plan and the Executive Unapproved Share
Option Plan, both introduced in 2010, being the "Existing Plans"),
individuals were required to surrender and waive their rights to
existing share options. Legal fees and IFRS 2 Share-based Payment
valuation charges were incurred to effect the new employee share
plan.
5. Income tax credit
2019 2018
GBP'000 GBP'000
Current tax
UK corporation tax on income for year (156) -
Foreign tax 33 49
Adjustments in respect of prior years (194) (720)
----------------------------------------- --------- ---------
Total current tax (317) (671)
----------------------------------------- --------- ---------
Deferred tax (note 12)
Origination and reversal in temporary
differences (195) (111)
Adjustments in respect of prior periods 123 -
Effect of decreased tax rate on opening
deferred tax position - 29
Total deferred tax (72) (82)
----------------------------------------- --------- ---------
Total tax credit (389) (753)
----------------------------------------- --------- ---------
Factors affecting the tax credit for the year:
The tax credit for the year is lower (2018: higher) than the
standard rate of corporation tax in the UK. The differences are
explained below:
2019 2018
GBP'000 GBP'000
Loss on ordinary activities before tax (1,819) (1,956)
--------------------------------------------------- --------- ---------
(1,819) (1,956)
--------------------------------------------------- --------- ---------
Loss on ordinary activities before tax
multiplied by the effective rate of corporation
tax in the UK of 19% (2018: 19.16%) (346) (375)
Effect of:
Expenses not deductible for tax purposes 114 153
Income not taxable - (40)
Overseas tax rates different to UK tax
rates - (30)
Tax losses for which no deferred tax
asset was recognised 47 202
Adjustments in respect of prior years (71) (720)
Recognition of deferred tax asset not
previously recognised (125) -
Differences in tax rates applicable to
overseas subsidiaries (8) 57
--------------------------------------------------- --------- ---------
Total credit for year (389) (753)
--------------------------------------------------- --------- ---------
The adjustment in respect of prior years arose due to the Group
electing to receive an R&D tax credit in relation to the
periods 31 January 2017 and 2018 in the form of cash during the
year.
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 measured at 17% for the current year-end (2018:
17%).
6. Intangible assets including goodwill
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 2018 16,008 232 2,847 4,420 13,737 30 51 37,325
Additions - - - - 1,285 - 15 1,300
Effect of foreign
exchange 153 - (4) 1 (10) - - 140
---------------------
At 31 January 2019 16,161 232 2,843 4,421 15,012 30 66 38,765
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February 2018 11,511 142 2,582 3,625 8,893 30 2 26,785
Amortisation -
continuing
operations - 23 176 228 1,353 - 5 1,785
Effect of foreign
exchange 22 - (4) (3) (14) - - 1
At 31 January 2019 11,533 165 2,754 3,850 10,232 30 7 28,571
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2019 4,628 67 89 571 4,780 - 59 10,194
===================== ========= ========= =========== ========= ============ ========= ============= =========
Included in the Development costs of the 1Spatial France and
Belgium CGU are costs relating to a GIS "Kernel" (core) element and
costs relating to a "Business Applications" element, totalling GBP2
million. Impairment tests have been performed to assess the
carrying values of this CGU's GIS Kernel and Business Applications
development cost.
The key assumptions used in the value in use calculations were
the pre-tax discount rate applied (17.2%) and growth assumptions.
The 1Spatial France and Belgium CGU has forecast sales and
corresponding costs for the year ending 31 January 2020 to decrease
by 3% and 6% respectively. One of the main assumptions used in
calculating this CGU's value in use is the annual decrease in the
revenue and related staff costs of the GIS Kernel, which has been
forecast to decrease by 1.5% per year. An impairment to the
1Spatial France and Belgium CGU's GIS Kernel of GBP45,000 would
arise if the annual decrease applied in the main assumptions was 2%
instead of 1.5%.
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 2017 16,409 232 3,660 4,195 12,632 30 40 37,198
Arising on
acquisition - - - 200 - - - 200
Additions - - - - 1,005 - 11 1,016
Reclassified as
held for sale (480) - (850) - - - - (1,330)
Effect of foreign
exchange 79 - 37 25 100 - - 241
---------------------
At 31 January 2018 16,008 232 2,847 4,420 13,737 30 51 37,325
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February 2017 11,432 119 2,499 3,171 7,979 30 - 25,230
Reclassified as
held for sale - - (213) - - - - (213)
Amortisation -
continuing
operations - 23 179 246 1,139 - 2 1,589
Amortisation -
discontinued
operations - - 85 - - - - 85
Impairment -
continuing
operations - - - 183 186 - - 369
Reversal of
Impairment
- continuing
operations - - - - (484) - - (484)
Effect of foreign
exchange 79 - 32 25 73 - - 209
At 31 January 2018 11,511 142 2,582 3,625 8,893 30 2 26,785
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2018 4,497 90 265 795 4,844 - 49 10,540
===================== ========= ========= =========== ========= ============ ========= ============= =========
The net book amount of development costs includes GBP4,780,000
(2018: GBP4,844,000) internally generated capitalised software
development costs that meet the definition of an intangible asset.
The amortisation charge of GBP1,785,000 (2018: GBP1,674,000) 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
the 1Spatial and the 1Spatial France/Belgium 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.
2019 2018
1Spatial 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
carrying
value - 4,493 4 4,497 480 4,493 4 4,977
Reclassified
as held
for sale - - - - (480) - - (480)
Effect of
foreign
exchange 131 - 131 - - - -
Closing
carrying
value - 4,624 4 4,628 - 4,493 4 4,497
========== ========= =========== ========= ========= ========= =========== =========
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 estimates for revenue and gross profit
expectations. This is from both contracted and pipeline revenue
streams. It also takes account of historical 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 (17.2%) 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 2020 of 16% and 9% respectively. Growth
is forecast at 10% for the following three years, 5% in year four
and 2% thereafter.
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 2020 and subsequent
years, the assumption has been provided in terms of growth on the
prior year EBIT. The terminal growth rate of 2% for 1Spatial 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). However, there are no major changes to the
key assumptions which would cause the goodwill associated with
1Spatial CGUs to be impaired.
7. Trade and other receivables
2019 2018
Current GBP'000 GBP'000
Trade receivables 2,545 2,412
Less: provision for impairment of trade
receivables (13) (38)
----------------------------------------- --------- ---------
2,532 2,374
Other taxes and social security 102 38
Other receivables 1,106 1,351
Prepayments and accrued income 1,258 1,747
4,998 5,510
----------------------------------------- --------- ---------
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 2019, trade receivables of GBP1,844,000 (2018:
GBP1,961,000) 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 2019, trade receivables of GBP683,000 (2018:
GBP413,000) 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.
2019 2018
GBP'000 GBP'000
Up to 3 months overdue 510 315
3 to 6 months overdue 80 35
6 to 12 months overdue 63 19
> 12 months overdue 30 44
------------------------
683 413
------------------------ --------- ---------
As of 31 January 2019, trade receivables of GBP13,000 were
impaired (2018: GBP38,000) and provided for.
The ageing of these receivables is as follows:
2019 2018
GBP'000 GBP'000
Up to 3 months overdue - -
3 to 6 months overdue - -
6 to 12 months overdue - -
> 12 months 13 38
13 38
------------------------ --------- ---------
Movements on the Group provision for impairment of trade
receivables are as follows:
2019 2018
GBP'000 GBP'000
At 1 February 38 626
Creation of provision - 6
Utilisation of provision (25) (594)
At 31 January 13 38
-------------------------- --------- ---------
The creation of the provision for impaired receivables has been
included in administrative expenses in the statement of
comprehensive income.
Other Receivables at 31 January 2019 includes GBP614,000 of
costs incurred to obtain or fulfil a contract. Prepayments and
accrued income includes contract assets of GBP616,000, no loss
allowance was recorded against such assets.
Accrued income, or contract assets have decreased by GBP641,000
from GBP1,257,000 at 1 February 2018 to GBP616,000 at 31 January
2019 as the Group's Belgian subsidiary previously recognised
revenue (and accrued revenue) for services under IAS 18. There are
a number of contracts with customers in 1Spatial Belgium where
software development service revenues were accrued to the balance
sheet such that revenue was recognised over time before the
adoption of IFRS 15. This revenue recognition pattern is no longer
appropriate under IFRS 15, as 1Spatial Belgium does not have a
contractual right to receive payment for the services until certain
milestones are reached and therefore, on the adoption of IFRS 15,
the balance of accrued income decreases as these software
development service revenues are recognised on an output basis,
i.e. when the relevant milestones are achieved. To achieve the
matching principle, the related costs are treated accordingly.
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 and contract
assets amounting to GBP616,000. The Group does not hold any
collateral as security.
8. Cash and cash equivalents
2019 2018
GBP'000 GBP'000
Cash at bank and in hand 6,358 1,319
6,358 1,319
-------------------------- --------- ---------
The fair value of the Group's cash and cash equivalents is the
same as its book value stated above.
9. Discontinued operations
Enables IT Group Limited
Enables IT Group Limited, and its wholly owned subsidiary
Enables IT Limited, was sold on 15 March 2018 to the management of
the company. Its results were as follows:
2019 2018
GBP'000 GBP'000
Revenue - 5,442
Expenses - (5,258)
Profit before tax of discontinued operations - 184
Tax - 16
--------------------------------------------------- ---------- ---------
Profit after tax of discontinued operations - 200
--------------------------------------------------- ---------- ---------
Pre-tax result recognised on re-measurement of
assets of disposal group - (1,220)
Tax - -
--------------------------------------------------- ---------- ---------
After tax result recognised on the re-measurement
of assets of disposal group - (1,220)
--------------------------------------------------- ---------- ---------
(Loss)/profit for the year from discontinued
operations - (1,020)
--------------------------------------------------- ---------- ---------
Included within 1Spatial plc are expenses attributable to the
discontinued operations of Enables IT amounting to GBP163,000.
Enables IT Inc.
Enables IT Inc. was sold in the prior year, on 3 March 2017, to
the management of the company for deferred cash consideration of
GBP100,000 due in instalments between March 2019 and December 2019.
Its results were as follows:
2019 2018
GBP'000 GBP'000
Revenue - 137
Expenses (100) (395)
Loss before tax of discontinued operations (100) (258)
Tax - -
--------------------------------------------------- --------- ---------
Loss after tax of discontinued operations (100) (258)
--------------------------------------------------- --------- ---------
Pre-tax result recognised on re-measurement of
asset of disposal group - 9
Tax - -
--------------------------------------------------- --------- ---------
After tax result recognised on the re-measurement
of assets of disposal group - 9
--------------------------------------------------- --------- ---------
Loss for the year from discontinued operations (100) (249)
--------------------------------------------------- --------- ---------
Storage Fusion Limited
Storage Fusion Limited's trade was discontinued in December
2016. Its results were as follows:
2019 2018
GBP'000 GBP'000
Revenue - -
Expenses (7) (15)
Loss before tax of discontinued operations - (15)
Tax - 195
---------------------------------------------------- --------- ---------
(Loss)/profit after tax of discontinued operations (7) 180
---------------------------------------------------- --------- ---------
Pre-tax result recognised on re-measurement of
assets of disposal group - -
Tax - -
---------------------------------------------------- --------- ---------
After tax result recognised on the re-measurement
of assets of disposal group - -
---------------------------------------------------- --------- ---------
(Loss)/profit for the year from discontinued
operations (7) 180
---------------------------------------------------- --------- ---------
10. Trade and other payables
Current
2019 2018
GBP'000 GBP'000
Trade payables 1,439 1,437
Other taxation and social security 1,766 2,055
Other payables 441 552
Accrued liabilities 621 631
Deferred income 3,634 4,328
7,901 9,003
------------------------------------ --------- ---------
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.
Deferred income relates to contract liabilities. At 31 January
2018 (before any IFRS 15 impact), the deferred income balance in
1Spatial Group (the UK operation) and 1Spatial Belgium was GBP2.7m
and GBP1.5m respectively. At the 31 January 2019 year-end (after
the impact of IFRS 15), the deferred income balance in 1Spatial
Group (the UK operation) and 1Spatial Belgium has decreased to
GBP2.3m and GBP1.2m respectively, which accounts for the majority
of the difference.
Software licencing revenue in respect of term licences is now
satisfied at a point in time rather than being satisfied over time,
and therefore upon adoption of IFRS 15, revenue from both perpetual
and term licences are recognised in full once the performance
obligation has been satisfied. Previously, in the year ended 31
January 2018, revenue from perpetual licences was recognised at a
point in time but term licence revenue was recognised over time.
Given that the revenue recognition pattern under IFRS 15 is
accelerated, this has the impact of decreasing balances of deferred
income.
11. Provisions
Total
GBP'000
At 1 February 2018 148
Amounts utilised during
the year (148)
At 31 January 2019 -
------------------------- ---------
Current -
Non-current -
------------------------- ---------
Restructuring provision
The restructuring provision represented the cost of employee
terminations in the year and had been classified as a provision as
there was uncertainty over the timing and amount of settlement of
the future obligation. The balance has been fully utilised in the
year.
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 2017 35 (371) 14 743 - 421
Acquired in the year
(under business
combination) - - - 34 - 34
Deferred tax
charge/(credit)
for year in profit
or loss - continuing
operations - (55) 16 (43) - (82)
Deferred tax charge
for year in profit
or loss - discontinuing
operations (35) - - (14) - (49)
Disposals in the
year - - - (60) - (60)
---------------------------- --------------- ----------- ------------------ ------------ ------------- ---------
At 1 February 2018 - (426) 30 660 - 264
Deferred tax
charge/(credit)
for year in profit
or loss - continuing
operations - 21 (8) (74) (11) (72)
At 31 January 2019 - (405) 22 586 (11) 192
---------------------------- --------------- ----------- ------------------ ------------ ------------- ---------
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 GBP2,949,000 (2018:
GBP2,598,000) in respect to losses amounting to GBP14,771,000
(2018: GBP15,207,000) 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 tax Deferred tax Total
asset liability GBP'000
GBP'000 GBP'000
Recoverable within 12 months - 221 221
Recoverable after 12 months - 388 388
Settled within 12 months (23) - (23)
Settled after 12 months (394) - (394)
------------------------------ ------------- ------------- ---------
(417) 609 192
------------------------------ ------------- ------------- ---------
13. Share capital, share premium account and own shares held
2019 2018
Allotted and fully paid Number Number
Ordinary shares of 10p/1p each* 99,031,889 763,652,144
Deferred shares of 4p each 226,699,878 226,699,878
*On 21 August 2018 a share consolidation, being the
consolidation of every 10 existing ordinary shares of 1 penny each
into one consolidated ordinary share of 10 pence each, was approved
at a General Meeting.
Also approved at the General Meeting was the proposed placing of
22,666,675 shares at a price of 37.5 pence per share, raising
GBP7,996,000 (net of expenses) for the Company. After the placing,
the Company has 99,031,889 ordinary shares in issue with 319,635
held in treasury. Therefore, the total number of voting rights in
the Company is 98,712,254.
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 2017 964,835,436 16,449 22,931 (303)
Issue of shares 25,516,586 256 - -
At 31 January 2018 990,352,022 16,705 22,931 (303)
------------------------ -------------- -------------- --------- ------------
Share consolidation* 303,065,092 - - -
------------------------ -------------- -------------- --------- ------------
Issue of shares 22,666,675 2,266 6,234 -
Share issue costs - - (504) -
------------------------ -------------- -------------- --------- ------------
At 31 January 2019 325,731,767 18,971 28,661 (303)
------------------------ -------------- -------------- --------- ------------
*See above concerning the share consolidation in the year.
For details of the Group's share option scheme, refer to note
14.
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. 303,644 shares were used to satisfy the exercise
of share options by an employee in the year to 31 January 2017. At
31 January 2018 the Group had 3,196,356 ordinary shares of 1p and
3,500,000 deferred shares of 4p. Following the share consolidation
in August 2018 the Group had 319,635 ordinary shares of 10p and
3,500,000 deferred shares of 4p.
14. Share-based payments
The total charge for the year relating to share-based payment
plans was GBP218,000 (2018: credit of GBP538,000).
Following a consultation with a number of major shareholders,
the Group established a new 1Spatial employee share plan (the "New
Plan") on 4 September 2018 to incentivise management and employees
to deliver long-term value creation and align their interests with
those of the Company's shareholders. In order to benefit from
grants under the New Plan, to the extent employees and management
held options granted under the Company's previous share options
plans (the EMI Share Option Plan and the Executive Unapproved Share
Option Plan, both introduced in 2010, being the "Existing Plans"),
individuals were required to surrender and waive their rights to
existing share options.
Since the new share options (at the grant date of the new share
options) were identified as a replacement for the cancelled share
options, the principles of modification accounting in accordance
with IFRS 2 paragraph 28(c) are applied. To apply modification
accounting, the Company identifies the new share options granted as
a replacement for cancelled share options on the date on which the
new share options are issued. When modification accounting is
applied, the Company accounts for any incremental fair value in
addition to the grant-date fair value of the original award. In the
case of a replacement, the incremental fair value is the difference
between the fair value of the replacement award and the net fair
value of the cancelled award, both measured at the date on which
the replacement award is issued. The "net fair value" is the fair
value of the cancelled award measured immediately before the
cancellation, less any payment made to the employees on
cancellation. In relation to the original award, the amount that
would otherwise have been recognised for services over the
remainder of the vesting period is accelerated and immediately
recognised.
Awards under the New Plan ("Potential Awards") are structured
as;
(a) options to acquire Ordinary Shares with an exercise price
equal to the closing market price of the Ordinary Shares on the day
prior to the date of grant ("Options"); and
(b) long-term incentive plan awards (" LTIP Award "), being
options exercisable, or options to acquire Ordinary Shares for nil
consideration.
Option Awards
Options with an exercise price per share of GBP0.465 were
granted over a total of 5,216,301 Ordinary Shares. Such Options
were granted to certain employees, members of the senior management
team and to the Executive Directors of the Company. Generally,
Options will vest as to 25% of the shares subject to the Option on
the second anniversary of the date of grant, as to a further 25% of
the Ordinary Shares on the third anniversary of the date of grant
and as to the balance on the fourth anniversary of the date of
grant. Options granted to employees outside of the UK may, in order
to benefit from tax favourable treatment, vest in equal tranches on
the third and fourth anniversaries of the date of grant.
LTIP Awards
In addition, the Remuneration Committee has discretion as to
vesting conditions and holding periods in respect of Potential
Awards, however with respect to the initial awards, it is expected
that LTIP Awards will vest in full on the third anniversary of the
date of grant and be subject to an additional one year holding
period, with vesting subject to the achievement of the Group's
adjusted EBITDA and share price performance targets over the three
year period from the date of grant to vesting. 50% of the shares
subject to an LTIP Award are subject to EBITDA growth targets and
the remaining 50% of the shares are subject to a share price
target. In relation to the initial grant of the LTIP Awards, it is
proposed that:
- 50% of the shares subject to the EBITDA target will vest if
the adjusted EBITDA for the year ending 31 January 2021 (the "2021
EBITDA") exceeds GBP2m, 75% of such shares will vest if the 2021
EBITDA exceeds GBP2.5m and 100% of such shares will vest if the
2021 EBITDA exceeds GBP3m; and
- 50% of the shares subject to the share price target will vest
if the share price following the Company's Annual General Meeting
in 2021 (expected to be the end of May 2021) (the "2021 Share
Price") exceeds GBP0.80, 75% of such shares will vest if the 2021
Share Price exceeds GBP1.00 and 100% of such shares will vest if
the 2021 Share Price is GBP1.20 or more.
The fair value per award granted and the assumptions used in the
calculation are shown in the table below.
Grant date 4 September 2018
------------------------------ -----------------------------------------------------------------
LTIP Awards Option Awards
50% share 50% EBITDA 1-year holding Service conditions
price period
Option pricing model Stochastic Black-Scholes Finnerty Black-Scholes
Share price at grant 46.5p 46.5p 46.5p 46.5p
Exercise price 0p 0p 0p 46.5p
----------- -------------- ---------------
Number of option holders 8 45
Number of awards granted 1,846,895 5,216,301
--------------------------------------------
Vesting period (years) 3 3 N/A 2-4
60.42% -
Expected volatility 58.38% N/A 40.94% 61.07%
Option life (years) 10 10 10 10
Expected life (years) 3 3 1 6 - 7
Risk-free rate N/A N/A 0.89% 1.08% - 1.14%
Expected dividends expressed
as a dividend yield 0% 0% 0% 0%
17.8p -
Fair value 19.7p 46.5p 42.2p 25.9p - 26.7p
For the LTIP Awards subject to a market condition, expected
volatility is calculated over the period of time commensurate with
the remainder of the performance period immediately prior to the
date of grant. For the LTIP Awards subject to a non-market
condition, expected volatility has no impact on the core value of
an award with no exercise price or no market condition. In the
Finnerty model, the expected volatility was calculated over the
period commensurate with the holding period immediately prior to
the date of the grant. For the Option Awards with service
conditions, the expected volatility was calculated over the period
of time commensurate with the expected award term immediately prior
to the date of the grant.
A reconciliation of options over the year to 31 January 2019 is
shown below:
2019 2018
Weighted Weighted
Number average exercise Number average exercise
price price
----------------------------- ----------- ----------------- ------------ -----------------
Outstanding brought forward 27,560,227 5.5p 71,365,230 4.0p
Outstanding brought forward,
adjusted for the 10 for
1 share consolidation (note
13) 2,756,022 54.9p - -
Granted during the year 7,063,196 34.3p - -
Lapsed during the year - - (6,500,000) 1.0p
Cancelled during the year (2,469,985) 53.0p - -
Forfeited during the year (286,037) 71.2p (37,305,003) 4.12p
Outstanding carried forward 7,063,196 34.3p 27,560,227 5.5p
============================= =========== ================= ============ =================
Exercisable as at 31 January - - 27,389,667 5.5p
============================= =========== ================= ============ =================
The weighted average remaining contractual life of share options
outstanding at the end of the year was 9.6 years (2018: 5.6 years).
The exercise prices of the outstanding options range between 0p and
46.5p.
15. Share warrants
A reconciliation of warrants over the year to 31 January 2019 is
shown below:
Number Weighted
average exercise
price
Outstanding brought forward 5,054,762 6.00p
Impact of share consolidation during the year
* 505,476 60.00p
Expired during the year (505,476) 60.00p
---------------------------------------------- --------- -----------------
Outstanding carried forward - -
============================================== ========= =================
*On 21 August 2018 a share consolidation, being the
consolidation of every 10 existing ordinary shares of 1 penny each
into one consolidated ordinary share of 10 pence each, was approved
at a General Meeting.
The share warrants expired on 13 June 2018.
16. Business combinations
Post year-end
On 7 May 2019, the Company entered into two share purchase
agreements (each a "SPA") to acquire the entire issued share
capital of Geomap-Imagis Participations ("Geomap-Imagis") (the
"Acquisition"), for a total consideration of EUR7.0m (the
"Consideration"). As at 6 May 2019, Geomap-Imagis had net cash of
approximately EUR1.9m.
The first SPA, between 1Spatial plc, its wholly owned subsidiary
1Spatial France SAS ("1Spatial France"), and certain individual
shareholders (the "Majority Vendors"), relates to 80 per cent. of
the voting rights of Geomap-Imagis (the "Majority SPA") and the
second SPA, between 1Spatial France and Esri France, relates to the
remaining 20 per cent. of the voting rights of Geomap-Imagis (the
"Esri SPA"). The SPAs have been entered into concurrently and are
inter-conditional.
Under the terms of the Majority SPA, the Group shall pay to the
Majority Vendors total consideration of EUR5,600,136, of which
EUR4,433,137 is to be satisfied in cash (the "Majority Cash
Consideration") by 1Spatial France with the balance of EUR1,166,999
to be satisfied by the issue by 1Spatial plc of new ordinary shares
in the capital of the Company (the "Consideration Shares").
Of the Majority Cash Consideration, EUR4,024,135 is to be paid
by 1Spatial France to the Majority Vendors immediately upon
completion of the Acquisition ("Completion"), with the balance of
EUR409,002 to be held in escrow until the first anniversary of
Completion.
Of the consideration to be satisfied by the issue of the
Consideration Shares, EUR726,459 will be satisfied immediately upon
Completion and the balance of EUR440,540 will be satisfied on 30
March 2023. Accordingly, the Company has issued, conditional on
Completion, 1,902,686 new ordinary shares (the "Initial
Consideration Shares") at an effective price of 32.68 pence per
Initial Consideration Share. The Initial Consideration Shares are
subject to a lock up obligation until 31 December 2021.
Under the terms of the Esri SPA, 1Spatial France shall pay cash
consideration of EUR1.4 million; half upon Completion (the "First
Instalment") and half no later than 13 months following the
Completion date (the "Second Instalment"). 1Spatial has granted a
guarantee to Esri France to secure the payment of the Second
Instalment.
Alongside and in conjunction with the Acquisition, 1Spatial
France and 1Spatial Belgium ("1Spatial Europe") have entered into a
new partnership agreement with Esri Inc. ("Esri") (the "Partnership
Agreement"). The combination of the Partnership Agreement and
Acquisition is expected to significantly benefit the Company's
existing European customers in providing them with access to Esri's
market leading global GIS platform.
In addition to being immediately earnings enhancing, the
Acquisition offers a combination of specialised vertical business
applications and significant know-how in the Group's target
sectors, which can be delivered through the combination of 1Spatial
Europe and Geomap-Imagis
GBP'000
Majority Cash Consideration - on completion (EUR4,433,137) 3,795
Initial Consideration Shares - on completion (EUR726,459) 622
Deferred Consideration Shares - issued on 30 March
2023 (EUR440,540) 377
Majority SPA total consideration 4,794
Cash Consideration - First Instalment - on completion
(EUR700,000) 599
Deferred cash consideration - Second Instalment 13
months following completion (EUR700,000) 599
Esri SPA total consideration 1,198
Total purchase consideration 5,992
------------------------------------------------------------ --------
Provisional fair values of assets and liabilities
at the date of acquisition: GBP'000
Intangible assets * -
Property, plant and equipment 81
Cash and cash equivalents 2,209
Trade and other receivables 3,990
Trade and other payables (2,853)
Tax liability (141)
Borrowings (589)
Defined benefit pension obligation (673)
Total identifiable net assets 2,024
--------------------------------------------------- --------
Goodwill * 3,968
--------------------- ------
Total consideration 5,992
--------------------- ------
Satisfied by:
- Majority Cash Consideration - on completion (EUR4,433,137) 3,795
- Cash Consideration - First Instalment - on completion
(EUR700,000) 599
- Deferred cash consideration - Second Instalment
13 months following completion (EUR700,000) 599
- Equity instruments - on completion (1,902,686 ordinary
shares of 1Spatial plc) 622
- Equity instruments (ordinary shares of 1Spatial
plc to the value of EUR440,540) 377
-------------------------------------------------------------- --------
Total consideration transferred 5,992
-------------------------------------------------------------- --------
Cash consideration on completion 4,394
Less: cash and cash equivalents acquired (2,209)
Plus: borrowings acquired 589
-------------------------------------------------------------- --------
Net cash outflow arising on completion 2,774
Deferred cash consideration 599
Net cash purchase consideration 3,373
-------------------------------------------------------------- --------
* The acquisition date of the business combination (7 May 2019)
is after the end of the reporting period but before the annual
report and accounts are authorised for issue (13 May 2019), and as
such, the initial accounting for the split between intangible
assets and goodwill is incomplete at the time that the annual
report and accounts are authorised for issue.
2018
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
------------------------------------------------------ --------
Fair values of assets and liabilities at the date
of acquisition: GBP'000
Intangible assets:
- Developed software 200
Property, plant and equipment 2
Cash and cash equivalents 15
Trade and other receivables 6
Trade and other payables (14)
Tax asset 125
Deferred tax liabilities (34)
Total identifiable net assets 300
--------------------------------------------------- --------
Gain on bargain purchase (100)
-------------------------- ------
Total consideration 200
-------------------------- ------
Satisfied by:
- Equity instruments (5,524,862 ordinary shares of
1Spatial plc) 200
---------------------------------------------------- ----
Total consideration transferred 200
Net cash inflow arising on acquisition
Cash and cash equivalents acquired 15
---------------------------------------------------- ----
15
---------------------------------------------------- ----
17. 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.
2019 2018
GBP'000 GBP'000
Loss attributable to equity shareholders
of the Parent (1,700) (2,458)
Less loss from discontinued operations (270) (1,255)
------------------------------------------------------- -------------------- --------------------
Loss from continuing operations (1,430) (1,203)
Adjustments:
Income tax credit (389) (753)
Net finance cost 191 151
Depreciation 141 231
Amortisation and impairment of intangible
assets 1,785 1,474
Share-based payment charge/(credit) 218 (538)
Integration, strategic and one-off costs 672 1,041
Adjusted EBITDA from continuing operations 1,188 403
------------------------------------------------------- -------------------- --------------------
2019 2018
Number Number
000s 000s
Basic and diluted weighted average number
of ordinary shares 86,425 75,883
------------------------------------------------------ ------------------- -------------------
2019 2018
Pence Pence
Basic loss per share (1.97) (3.20)
- from continuing operations (1.65) (1.50)
- from discontinued operations (0.31) (1.70)
Diluted loss per share (1.97) (3.20)
- from continuing operations (1.65) (1.50)
- from discontinued operations (0.31) (1.70)
Basic adjusted EBITDA per share 1.06 (1.10)
- from continuing operations 1.37 0.60
- from discontinued operations (0.31) (1.70)
Diluted adjusted EBITDA per share 1.06 (1.10)
- from continuing operations 1.37 0.60
- from discontinued operations (0.31) (1.70)
The 2018 EPS have been re-presented to reflect the share
consolidation which occurred in August 2018 (see note 13).
As the option awards are anti-dilutive they have been excluded
from the calculation of diluted weighted average number of ordinary
shares.
18. 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 Tennyson House, Cambridge Business Park, Cambridge,
Cambridgeshire, CB4 0WZ.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR AJMTTMBJBTBL
(END) Dow Jones Newswires
May 14, 2019 02:01 ET (06:01 GMT)
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