TIDMSPA
RNS Number : 7889W
1Spatial Plc
28 April 2021
28 April 2021
1Spatial plc
("1Spatial", the "Group" or the "Company")
Final results for the year ended 31 January 2021
1Spatial, a global leader in Location Master Data Management
(LMDM) software and solutions, is pleased to announce audited final
results for the year ended 31 January 2021.
Highlights
31 January 31 January Change
2021 2020
GBPm GBPm %
Revenue 24.6 23.4 +5
Gross margin (%) 53 52 +1pp
Adjusted EBITDA* 3.6 3.2 +12
Adjusted EBITDA* margin
(%) 14.8 13.8 +1.0pp
Operating loss (1.2) (1.5) -19
Loss before tax (1.4) (1.7) -17
Loss per share - basic
and diluted (p) (1.0) (1.4) -29
Operating cash generated 4.0 0.6 +596
Free cash flow** 0.9 (2.4) n/a
Group financial highlights
-- Recurring Revenue up 10% to GBP10.6m (FY20: GBP9.6m) and 43% of total revenue (FY20: 41%)
-- Annualised Recurring Revenue ("ARR") *** up 10% to GBP11.2m (FY20: GBP10.2m)
-- Operating cash generated increased by 596% to GBP4.0m (FY20: GBP0.6m)
-- Gross cash at year-end up GBP2.2m to GBP7.3m (FY20: GBP5.1m)
-- Net cash at year-end of GBP4.3m (FY20: GBP3.9m)
* Adjusted EBITDA is a company-specific measure which is
calculated as operating loss before depreciation (including right
of use asset depreciation), amortisation and impairment of
intangible assets, share-based payment charge and strategic,
integration, other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash
for the year before cash flows from the acquisition of
subsidiaries, cash flows from new borrowings and repayments of
borrowings and cash flow from new share issue.
*** Annualised Recurring Revenue is the annualised value at the
year-end of committed recurring contracts for licences and support
& maintenance
Group operational highlights
-- Robust response to Covid-pandemic with successful remote
working for all employees and continued interaction with customers
and prospects
-- Completed integration of Geomap-Imagis acquisition
-- New customer wins in all regions, including multi-year
contracts with the State of Michigan (US), Environment Agency (UK),
US Geological Survey (US), Seine Grand Lacs (France), the State of
California's Office of Emergency Services (US)
-- 29% revenue growth in the US
-- Land and expand strategy driving revenue growth from existing
customers, including Northern Gas Networks (UK), Google and a large
French water utility company
-- Award of first Esri Network Utility Model migration in the UK
-- Continued R&D investment in innovative solutions with
successful release of cloud-based 1Data Gateway solution
-- Progress on partner strategy with prestigious partner award
from Esri and a new partnership engagement with Ordnance Survey
Current trading & Outlook
-- Trading in the current financial year has been in line with management's expectations
-- Key contracts signed in FY 2022 include the Energy Networks
Association, Ordnance Survey, Rural Payments Agency and Google
-- The pipeline of sales opportunities and committed revenue in
all regions is significantly stronger than a year ago
Commenting on the results, 1Spatial CEO, Claire Milverton, said:
"We entered FY21 in a considerably improved financial and strategic
position, following the successful conclusion of the three-year
turnaround plan and were set for a year of growth. While the
emergence of the Coronavirus in early 2020 re-shaped the year for
us, we are proud of how our teams responded and of the results
delivered, achieving growth in all our key financial metrics,
winning new customers in all of our regions and bringing new
offerings to market.
"We sit right at the heart of changes across multiple sectors.
Whether that be in helping governments and energy providers prepare
to meet the green agenda, supporting the investment in
infrastructure upgrades as the world's economies prepare for
post-Covid recovery, or implementing new digital transformation
strategies. The positive market environment is translating into a
growing sales pipeline of opportunities across new and existing
customers, both direct and through our partners.
"While the Board remains aware of the need to manage potential
risks arising from the Covid-19 pandemic, the strength of trading
in the first two months of the year, increase in committed revenue
and depth of the sales pipeline and positive market landscape
provide the Board with confidence in a successful year of growth
ahead and exciting long-term future for 1Spatial."
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019.
For further information, please contact:
1Spatial plc 01223 420 414
Claire Milverton / Andrew Fabian
Liberum (Nomad and Broker) 020 3100 2000
Neil Patel / Cameron Duncan / Ed Phillips
/ Miquela Bezuidenhoudt
Alma PR 020 3405 0205
Caroline Forde / Justine James / Molly Gretton 1spatial@almapr.co.uk
About 1Spatial plc
Unlocking the Value of Location Data
1Spatial plc is a global leader in providing Location Master
Data Management (LMDM) software, solutions and business
applications, primarily to the Government, Utilities and Transport
sectors via the 1Spatial platform. Our solutions ensure data
governance, facilitating the efficient, effective and sustainable
operation of customers around the world. Our global clients include
national mapping and land management agencies, utility companies,
transportation organisations, government and defence
departments.
Today, when using and sharing trusted data provides significant
opportunities for businesses and governments to deliver against
important sustainability and Net Zero goals, our vision is clear -
t o make the world safer, smarter and more sustainable by unlocking
the value in data, enabling better decisions and greater
insights.
The 1Spatial platform is a comprehensive set of data and system
agnostic LMDM software components which helps ensure master data is
compliant, current, complete, consistent, and coordinated - and
that customers can be confident it will remain that way as it
evolves. It allows them to master their data on any device,
anywhere, anytime and can be deployed as SaaS in the cloud,
on-premise, or as a hybrid of both.
Our domain expertise and data agnostic approach allows us to be
an integral and important part of the Geospatial Ecosystem,
supporting the wider digital economy. We partner with major
technology consultancies and GIS providers such as ESRI and bring
together our people, innovative solutions, industry knowledge and
experience from our extensive customer base to deliver world class
solutions.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with
operations in the UK, Ireland, USA, France, Belgium, Tunisia, and
Australia.
Chairman's report
Despite the temporary hiatus caused by the pandemic in some
parts of the Group, this year has seen us achieve good progress on
both our financial goals and strategic development. The two main
contributors to our robust trading results were the resilience of
the industry markets we target, being Government, Utilities and
Transport, and the quality of our people, who swiftly adapted to
home working and remote delivery of projects, while continuing to
innovate.
Despite a Covid-19 related dip in new business generation in the
first half, the second half of the year showed a strong
performance, with a number of significant contract wins and new
clients added in all geographies. It was rewarding to see the smart
partnership programme starting to bear fruit, with joint wins with
Ordnance Survey, Esri, and Michael Baker and smaller vendors, in a
host of clients.
We continue to transition our core technology, products and
services to meet the growing demand for SaaS-based repeatable
solutions that will give us much higher levels of growth and
recurring revenue. At the same time we are investing hard in
developing an increasingly valuable portfolio of location based
data applications to really capitalise on the increasing demand we
are seeing for useable, accurate Industry applications that can
dramatically improve the economics and business models of our
clients.
As with many industries, the pandemic has driven an acceleration
of digital transformation initiatives across our customer base.
These, coupled with government initiatives such as increased
infrastructure investment and the launch of sustainability
programmes, are driving a substantial heightening of awareness and
comprehension of the value of location-based data across the globe,
providing an increasingly supportive market backdrop for our
offerings.
Financials
As in the prior year, our key financial objectives in FY21 were
to grow recurring revenues, ensure improved profitability at
adjusted* EBITDA level and improved operating cash generation.
While Covid-19 slowed the rate of new customer wins through the
middle part of the year, particularly in our French operations, the
results for the year ended 31 January 2021 reflect the ongoing
improvement in these metrics. We have delivered a robust financial
performance, growing revenues and adjusted EBITDA profit levels,
whilst achieving the important milestone of generating positive
free cash flow**.
Group revenues increased by 5% to GBP24.6m (FY20: GBP23.4m),
with recurring revenue, as a percentage of total revenue,
increasing to 43% (FY20: 41%), as the business focuses on
developing and selling repeatable software solutions under a SaaS
model. Adjusted EBITDA* increased by 12% to GBP3.6m (FY20: GBP3.2m)
with a higher margin of 14.8% (FY20: 13.8%). Operating cash inflow
(before strategic, integration and other non-recurring items) more
than doubled to GBP4.2m (FY20: GBP1.9m) with the Group being free
cash flow ** positive GBP0.9m, even after non-recurring one-off
items.
These positive results, delivered against the difficult backdrop
of the pandemic, provide the business with a strengthening
financial footing on which to continue to carefully invest in our
products and operations in order to capture more of the growing
location data market.
Board and corporate governance
We welcomed Andrew Fabian to the board as Interim CFO in June
2020 and were pleased to formalise his appointment as CFO in
October 2020. His understanding of technology businesses and the
transition to the cloud is proving incredibly valuable and he is a
great addition to the team.
Corporate governance is continually assessed at 1Spatial and we
have provided more information on this in the Corporate Governance
Report included in this Annual Report. Peter Massey is Chair of the
Remuneration Committee, Francis Small is the Chair of the Audit
Committee and I am Chair of the Nomination Committee.
Our people
This year, more than ever, we have seen the quality of our teams
shine through. Their energy, commitment and passion for customer
service has not wavered through this, the most difficult of years
for many and I would like to thank every member of 1Spatial for all
the effort they have exerted on our customers' behalf. Our priority
continues to be on ensuring the wellbeing of our teams around the
world, providing them with the right, healthy environment to
continue to deliver the high-quality service our customers expect
of 1Spatial.
Environmental, Social and Governance (ESG)
At 1Spatial we are striving to make the world safer, smarter and
more sustainable for the future. We provide our clients with
solutions to support their ESG goals and as a Company we are
proactive in evaluating what we can do to innovate and reduce our
impact on the environment.
We help our customers unlock the hidden value in their data and
provide significant opportunities to support businesses and
governments to deliver against important sustainability goals. Be
it horizontally between internal business departments, vertically
up and down the external supply chain, or across a vast public
accessed information infrastructure, our solutions underpin the
efficient, effective and sustainable operation of established and
emerging industries.
Given the nature of what we do, we have a low impact on the
environment but we do lots of things to improve and offset our
carbon footprint such as donations to the Woodland Trust to offset
travel. From a social perspective we have an active team which has
been really focussed during the Covid period on mental health and
wellbeing activities. From a governance perspective we have a
number of accreditations to ensure appropriate safeguarding our
customer's data.
Looking forward
We have entered the new year with a record level of contracted
future revenue, a wide range of customers in stable industry
segments and growing proof of delivery both in Europe and the USA.
We will continue to monitor the evolving situation in relation to
Covid-19, the size of the opportunity ahead and increased win rate
provides me and the Board with confidence that we are well placed
to deliver sustainable growth at scale and that 1Spatial has an
exciting long-term future.
Andy Roberts
Non-Executive Chairman
* Adjusted EBITDA is a company-specific measure, which is
calculated as operating loss before depreciation (including right
of use asset depreciation), amortisation and impairment of
intangible assets, share-based payment charge and strategic,
integration, and other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash
for the year before cash flows from the acquisition of
subsidiaries, cash flows from new borrowings and repayments of
borrowings and cash flow from new share issue.
CEO's Review
We entered FY21 in a considerably improved financial and
strategic position, following the successful conclusion of the
three-year turnaround plan and were set for a year of growth. The
emergence of the Coronavirus in early 2020 re-shaped the year for
us, as it did for so many businesses. While our growth aspirations
were held back temporarily, we are proud of how our teams responded
to the new challenges and of the results delivered for the
year.
Increasingly supportive market backdrop
There has been a groundswell of interest in our offerings across
our chosen markets and industries and we feel that we are at the
beginning of a new growth trajectory. There is a growing awareness
across multiple industries, not only that location data is a vital
element in the delivery of better, faster and safer services, but
that the data needs to be accurate and shareable. Location data is
increasingly being used as the main points of reference when
connecting multiple systems.
In the past our offerings have been used to address needs such
as increased efficiencies or cost savings but more and more we see
the drivers of interest being around sustainability, health and
safety and infrastructure investment. Our rules engine, 1Integrate,
and cloud portal, 1Data Gateway, launched in the year, are
increasingly recognised as powerful tools to ensure good quality
data and trust when sharing data. We have delivered our solutions
to support new systems, such as the next generation 911 system in
California and the official base-map for the State of Michigan.
At the macro level, we believe themes such as the United Nations
(UN) 17 Sustainable Development Goals (SDGs), a universal call for
action to end poverty, hunger and protect the planet, and specific
government initiatives, such as President Biden's "once in a
generation" spending plan to invest trillions of dollars into
infrastructure and climate change projects, will be long-term
drivers of the need for accurate location-based, shareable
data.
This growing industry need has led to growth in our customer
numbers, revenues and pipeline of opportunities.
Continued investment in innovation
We have continued to invest in our product offering through the
year, both in 1Integrate and 1Data Gateway, but also in business
applications targeting specific industries, such as 1Water and the
arcOpole Pro government application in France. Our next generation
cloud LMDM platform is on track for launch towards the end of the
current financial year, bringing together all of our offerings in
the cloud, providing greater flexibility of delivery and
pricing.
Resilient performance
While new business was harder to secure in the first half of the
year due to the dislocation from COVID-19, we have seen a gradual
return to more normal sales cycles through the second half and into
the new year. We saw revenue growth in our French operation in H2
and with the restructuring of our European operations completed
post period-end, we have a strong basis for growth in that region
moving forward.
In the UK's our work with the Environment Agency, and Northern
Gas Networks provided both a layering on of recurring revenue for
future years, and high-profile proof points for our technology and
capabilities.
The growth in our US business during the year has been
particularly exciting. We secured several new landmark contracts in
the year, including the State of Michigan and the State of
California Office of Emergency Services. The theme of data
integrity and data sharing is particularly prevalent in the US and
we see a growing pipeline of opportunities for 1Integrate, 1Data
Gateway and our 911 Emergency Services business application.
Our financial performance in the year is encouraging. While
revenue growth was modest, at 5%, impacted by Covid-19 related
delays, underlying that, we have seen an increase in recurring
revenue, a key area of focus, an increase in profit margins and
positive free cash flow.
FY21 Strategic review
We made solid progress in the year against the three pillars of
our growth strategy.
1. Innovation
The 1Spatial platform is a comprehensive set of Location Master
Data Management (LMDM) software components. LMDM ensures the data
management processes are automated and repeatable across the
different technology platforms for the whole enterprise. Unlike
traditional Master Data Management (MDM), LMDM encompasses both
spatial and non-spatial data to provide users with the technology
solutions that enable them to automate the collection, control and
sharing of data with confidence. Our patented technology also gives
them the ability to solve complex and unique challenges in the
management of their spatial and non-spatial data.
The 1Spatial Platform can be split into two key areas:
-- Data Management Solutions - Managing data to ensure it is correct, consistent and compliant
-- Business Applications - Utilising trusted data through
business applications to solve specific business challenges
During the year we have continued to innovate in both areas and
accelerated the development of our SaaS multi-tenancy cloud
platform as a vehicle for further growth and accessibility of our
solutions.
Data Management Solutions
1Integrate
1Integrate is our patented no-code rules engine - this continues
to be enhanced to make it more powerful and more capable for
automated data validation and processing.
During the year, the work to handle full 3D solid data has
delivered initial Proof of Concepts. For example, we are working
with a major National Mapping Agency on the production of their 3D
buildings.
Additional data services support has been added to allow direct
access to data from Esri ArcGIS Feature Services and Open
Geospatial Consortium Web Feature Services as well as many
enhancements to empower users and make them more effective and
efficient. In addition, a number of enhancements have been made
which extend the flexibility and efficiency of our delivery via the
cloud.
1Data Gateway
1Data Gateway is our self-service web-portal for spatial data
validation, processing and analytics.
Following its successful launch in March 2020, 1Data Gateway now
also provides schema mapping so that data in varying structures can
be applied to the same set of rules as well as other controls such
as the ability to apply customer branding and styling to the
portal. API extensions which allow systems to talk to each other,
have been completed to allow access to data quality, validation and
usage statistics through external dashboarding tools i.e., Google
Big Query, for partners or customers.
Business Applications
We provide two types of business applications to meet our
customer's needs. Applications can either plug directly into the
1Spatial Platform or alternatively can plug into the 1Spatial
Platform whilst also utilising the benefits of the Esri
technology.
1Biz Server
For those business applications built on Esri technology, we
have developed, the 1Spatial Business Server (1Biz Server). By
deploying the most up to date Esri and 1Spatial releases through
the 1Biz Server, we will transform the speed and delivery of these
updates to our customers.
We continue to assess opportunities to launch Business
Applications, targeting specific location data-based issues within
our three target industries. New Applications developed this year
along with those that have been further enhanced are as
follows:
1Water
We have scaled up work on 1Water for water network management
based on our strong Esri partnership, which has enabled us to gain
the Esri Utility Network Management Specialty designation.
Next-Generation-911
An exciting new innovation being worked on for our US Market is
the Next-Generation-911 App. This provides validation of network
data, address data and the National Emergency Numbers Association
(NENA) to help emergency service departments, improve disparate or
incomplete data, in order to create a single source of truth.
Traffic Management Plan Automation (TMPA)
The TMPA has moved from Proof of Concept, with a goal to have a
release-ready Minimum Viable Product in FY 22 for beta testing with
our customers and partners. This will be a true SaaS solution for
automatically laying out equipment such as signs, cones and traffic
lights around UK road works. It makes use of Ordnance Survey GB's
data hub and is built from the 1Integrate rules engine in the
1Spatial Platform. This solution will automate the production of
traffic management plans in a more efficient, sustainable way and
importantly help improve the safety of workers and the public
around the 4 million highway excavations that are made every year
in the UK*.
*source
https://highways.today/2020/03/04/excavation-highways-uk/
Cloud platform - SaaS multi-tenancy cloud platform
The cloud platform will enable us to increase our addressable
market and existing customer demand for web-based access to our
solutions, the need for which has been particularly highlighted by
the move to remote working. The multi-tenancy SaaS will be more
cost effective for 1Spatial as we will be managing fewer
deployments and the elastic nature of the platform architecture
will limit cloud hosting costs. We are also building targeted
services and solutions on the platform which we can issue on a
Pay-per-use basis such as TMPA, providing the Group with exciting
new go to market models, lowering the price point for new customers
onto the platform.
2. Customer Relationships
We continued to strengthen our relationships with our customers
throughout the year by maximising webinar opportunities across all
territories to overcome reduced face to face events. We held our
annual Smarter Data, Smarter World Conference as a virtual event.
Taking place over 4 days online the conference was a huge success
with 652 registrations from 363 organisations in 47 countries, a
significant increase on prior, non-digital events.
We also implemented a global content strategy, increasing the
amount of content we have issued online, and launched our new
global website, with fresh, engaging content, aligned to our vision
and values and great user experience. Since launching the new
website, we have seen a considerable increase in online engagement,
with sessions per user increasing by 43% , p ages viewed in these
sessions increasing 41% and the average session duration has
increased 84%, demonstrating the increased relevance of our product
offering and marketing messages to our target markets.
The success of our customer focus, combined with ongoing
transition to term licencing, can be seen in the 10% growth in
Annual Recurring Revenue driven both by new customer wins and
expansion of existing customer accounts.
Land & Expand
The Group delivered a healthy number of new customer wins in the
year across all regions, including a number of strategic wins
within our LMDM offering, with the USA performing particularly
well. This was also good considering the backdrop of the first half
of the year where customers were harder to secure, due to the
uncertainty caused by Covid-19. We now have around 600 customers on
recurring contracts and a customer base of over 1,000 in total
across the Group, providing a strong basis for future
expansion.
Solutions most in demand in the year were 1Data Gateway and
1Integrate in the USA and the UK, with Utilities and Urban Planning
(arcOpole Pro) Esri-based business applications being strongest in
France and Europe. We are seeing an increasing number of coupled
1Data Gateway and 1Integrate sales, with the 1Data Gateway portal
proving to be a compelling sales tool, enabling new prospects to
quickly visualise how we can transform their data collection,
cleansing and management.
New clients added in the year included the Environment Agency in
the UK, the US Geological Survey and t he State of California's
Office of Emergency Services in the USA and i n France, a French
military organisation, the Seine Grand Lacs (the Seine River
Management Agency) and the city of Asnières sur Seine.
The Group secured multiple customer expansion contracts in the
year, with notable expansions with Northern Gas Networks in the UK,
a $2.6m 5-year contract with the State of Michigan to deliver the
second phase of their Geographic Framework and expansion contracts
in France with the Euro Metropole of Strasbourg, the Metropole of
Nantes' Water Department and a large French water utility
company.
In France, eleven existing customers have commenced migration
from the Group's legacy platform, to the Esri platform, paving the
way for future expansion.
Our longstanding customers, such as Ordnance Survey, Ordnance
Survey Ireland, the Rural Payments Agency, Gas of Strasbourg and
Engie (France), have also continued to expand the solutions and
services we provide.
3. Smart Partnerships
We made good progress in the year adding or strengthening
partnerships in each of our three areas of focus to extend our
market reach: major technology consultancies, software platform
providers, and adjacent industry specialists. We are increasingly
being utilised by our partners as their data integrity provider,
cleansing the data before passing it back through wider
systems.
Our strong partnership with E sri France is generating
increasing interest in the local authority and utility market and
was strengthened post period end through the winning of a
prestigious Esri award, for 1Spatial's innovative and extensive
product integration within Esri's ArcGIS Enterprise. This followed
1Spatial being given Esri Utility Network Management Specialty
designation, recognising 1Spatial's knowledge and expertise within
utilities and the implementation of Water Solutions.
In the UK, we have also partnered with Esri UK on the Northern
Gas Networks Utility Network Migration, the first such migration to
take place in the UK.
Our new partnership with Ordnance Survey has seen us secure the
prestigious pilot for the Energy Networks Association and we have
started joint webinars demonstrating how the combination of data
from Ordnance Survey's new Data Hub with the 1Spatial software can
help build trust in data. We continue to win and look at new
opportunities with our partner Version1, which is providing
promising new business opportunities.
Our Michael Baker relationship in the USA continues to bring new
customers.
We continue to work on new partnership opportunities in all
geographic markets and to provide more focus on this key growth
pillar we hired a new global partner manager in April 2021.
European re-structuring
Post year end, we announced the final stage of the integration
of Geomap-Imagis, which was acquired in May 2019. Our European
operations now operate under one regional management structure,
focus all our resources on maximising our Esri relationship, and
delivering the growth opportunities in our extensive European
customer base.
Corporate activity
We will continue to identify strategic and bolt-on acquisitions
to complement our organic growth.
Strategic priorities for the year ahead
We will continue to focus on the three pillars of our growth
strategy. Key initiatives will be investment into our delivery
resource, marketing and sales teams, particularly in the USA, to
capitalise on our successes in FY21 and deliver on the data
governance opportunity. We will work closely with Esri,
particularly in France, where we see great opportunity to expand
our customer base and continue the successful migration of our
customers onto the new Esri platform and our Esri based business
applications. In the UK, we see a growing opportunity to work on
large government contracts, building back post-Covid-19 and as they
and other partners embrace the sharing of data to meet Environment
and Social initiatives. We see a growing opportunity to cross-sell
our business applications, developed France and the UK, into our
other territories and offer our 1Integrate and 1Data Gateway
solutions into France. We will continue to expand our capability
and expertise in our Tunisia centre of excellence, providing
increased development support and cost-effective delivery capacity
to the Group.
We are on track to launch our multi-tenant SaaS platform by the
end of the current financial year, increasing our addressable
market, meeting existing customer demand for web-based solutions,
providing more flexible "pay as you go" pricing structures and
lowering the price point for entry for new customers. We believe
the launch of the platform can be transformational for the Group in
future years.
Our financial goals will be to increase revenue growth
underpinned by growing annual recurring revenue and continue our
trajectory of increased profitability at adjusted* EBITDA level and
higher cash generation over the long-term.
COVID-19
At the date of this report, most sites continue to work on a
remote basis, providing outstanding support to our customers. We
anticipate a phased return to office working through the course of
2021, in line with local government guidelines in each territory,
providing our teams with the opportunity to once more interact with
each other face to face, while retaining the benefits of increased
digital connections across the business.
We chose to maintain all of our skilled workforce during the
Covid-19 period, receiving no support under the UK Government job
retention scheme, although, we received financial support of
GBP0.3m in some overseas territories, where there was a greater
impact. W e increased our funding from corporate lenders in H1 2021
by GBP1.8m. We controlled expenditure tightly throughout the year,
deferring some discretionary spending. However, we benefited from
our extensive customer base, healthy levels of recurring revenue
and growing contracted order book, to prove resilient during an
unprecedented year.
1Team
We are passionate about looking after our staff and have
actively promoted the importance of mental health and happiness
during the year. Taking the time to be kind to yourself is
something we urge all our staff to do and as part of our commitment
to their well-being, we rolled out initiatives such as well-being
months, mental health awareness training, mental health first
aiders and internal events and initiatives to encourage staff to
take time out from their working day.
We are always looking at ways to ensure equality and diversity
across our company and an inclusive, welcoming working environment
for everyone. Over the past year, we have created global
initiatives to celebrate: International Women's Day, World Food
Day, Diwali, Thanksgiving, Mental Health Awareness Week, Earth Day
and Health and Happiness month.
The teams have shown extraordinary ingenuity and commitment,
really stepping up in this challenging time, for which the Board
and I thank them wholeheartedly. We believe one of the positive
impacts of this year has been the increased connectivity across our
geographic regions, with the increased use of digital
communications bringing us closer during our shared challenges.
Current Trading & Outlook
There is an increasing need for clean, accessible and up to date
location data to support many new initiatives. These include
investment in infrastructure, building new greener initiatives,
such as an enhanced electricity network to support growth in
electric vehicles and helping governments to achieve their
sustainability goals.
Trading in the new financial year has begun positively and in
line with Board expectations, with several new contracts secured
and growth in the sales pipeline. New customers won since the year
end include:
-- a contract with the Energy Networks Association and Ordnance
Survey to build a digital map of the UK's energy system that uses
the power of data to support a more efficient pathway to Net
Zero.
-- a multi-year contract with Defra and the Rural Payments
Agency to support its existing payments scheme to farmers as well
as be involved in government's transition to a new Environmental
Land Management Scheme, and
-- a significant contract extension with Google in the US for
the use of 1Data Gateway and 1Integrate in the management of their
facilities.
We sit right at the heart of changes across multiple sectors.
Whether that be in helping governments and energy providers prepare
to meet the green agenda, supporting the investment in
infrastructure upgrades as the world's economies prepare for
post-COVID recovery, or implementing new digital transformation
strategies. The positive market environment is translating into a
growing sales pipeline of opportunities across new and existing
customers, both direct and through our partners.
While the Board remains aware of the need to manage potential
risks arising from the Covid-19 pandemic, the strength of trading
in the first two months of the year, increase in committed revenue
and depth of the sales pipeline and positive market landscape
provide the Board with confidence in a successful year of growth
ahead and exciting long-term future for 1Spatial.
Claire Milverton
Chief Executive Officer
* Adjusted EBITDA is a company-specific measure, which is
calculated as operating loss before depreciation (including right
of use asset depreciation), amortisation and impairment of
intangible assets, share-based payment charge and strategic,
integration, and other non-recurring items
CFO review
Summary
The Group delivered a robust financial performance in the year,
growing revenues and adjusted EBITDA* profit levels, whilst
achieving the important milestone of generating positive free cash
flow**.
Revenue
Group revenue increased by 5% to GBP24.6m from GBP23.4m in FY
2020. Whilst this included a full year's contribution from the
Geomap-Imagis (GI) acquisition, compared to nine months in the
prior year, it was a solid result against the challenges of the
Covid-19 pandemic.
Recurring revenue
The business strategy is to grow revenue from repeatable
business solutions on longer-term contracts, including
transitioning towards selling recurring term subscription licences,
rather than one-off perpetual licences. With this focus in mind,
the business achieved a growth in revenue of 11% (excluding the
impact of the reduction in perpetual licence revenue), and
recurring revenue, as a percentage of total revenue, increased to
43% (FY 2020: 41%). Revenue by type is shown below:
Revenue by type
FY 2021 FY 2020 % change
Recurring revenue *** 10.6 9.6 10%
Services 11.1 10.0 11%
Revenue (excluding perpetual
licences) 21.7 19.6 11%
Perpetual licences 2.9 3.8 (24%)
Total revenue 24.6 23.4 5%
Percentage of recurring revenue 43% 41%
* Adjusted EBITDA is a company-specific measure, which is
calculated as operating loss before depreciation (including right
of use asset depreciation), amortisation and impairment of
intangible assets, share-based payment charge and strategic,
integration, and other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash
for the year before cash flows from the acquisition of
subsidiaries, cash flows from new borrowings and repayments of
borrowings and cash flow from new share issue.
*** Recurring revenue comprises term licences and support and
maintenance revenue.
Whilst these recurring term licence sales require the support of
a level of services, the proportion of total revenue from term
licences is expected to increase, and revenue from perpetual
licences is likely to continue to decrease. Recurring revenue also
includes support and maintenance from customers with perpetual
licences; this revenue is expected to transition in time to being
part of the subscription licences.
ARR
The Annualised Recurring Revenue ("ARR") (annualised value at
the year-end of committed recurring contracts for licences and
support & maintenance) increased in the year by 10% from
GBP10.2m to GBP11.2m as at 31 January 2021. The growth rates varied
by region as shown in the table below with the US growing at the
fastest rate of 24%. The overall renewal rate was 90%.
ARR by region
FY 2021 FY 2020 % growth
UK/Ireland 3.88 3.32 17%
Europe 5.04 4.96 2%
US 1.24 1.00 24%
Australia 1.05 0.90 17%
-------- -------- ---------
Total ARR 11.21 10.18 10%
-------- -------- ---------
Committed revenue
The level of committed revenue (revenue for future services,
licences and support contracts committed contracted at the balance
sheet date) increased significantly in the year from the business
focus of extending the commitment periods and duration of
contracts, as well as signing some higher value service contracts.
The level of committed project services revenue increased by 26%
from GBP4.5m to GBP5.7m.
The combination of committed revenue and a strong and growing
pipeline of prospects means that the business starts the current
financial year with a good likelihood of making further progress on
its revenue growth plan. With the business focus on developing and
selling repeatable software solutions under a SaaS model, there is
an increased level of revenue visibility, which allows the Board to
plan future investment with confidence.
Regional revenue
Revenue growth by region is shown in the table below:
Regional revenue
FY 2021 FY 2020 % change
UK/Ireland 8.44 8.81 (4%)
Europe 11.15 10.24 9%
US 2.91 2.25 29%
Australia 2.10 2.08 1%
-------- -------- ---------
Total revenue 24.60 23.38 5%
-------- -------- ---------
Revenue in the UK/Ireland region fell by 4% but this was largely
due to timing of closing some contracts as total sales orders
signed grew in the year. Revenue in the European business was lower
on a like for like basis mainly due to Covid-19-related project
delays (following the postponement of the French local elections in
H1), although overall revenues in Europe grew by 9%, benefitting
from three additional months of acquired revenues. Pleasingly,
there was a pick-up in revenue in the European operations in H2 FY
2021. Revenue in the US, which now represents 12% of Group revenue,
had the highest growth rate at 29%.
Gross profit margin
The gross margin increased year on year to 53% from 52%. Within
the cost of sales, the Group received GBP0.3m of grants from
overseas governments as part of business support schemes in
relation to Covid-19. Going forward, the management team are
focused on driving improvements to the gross margin levels.
Adjusted EBITDA*
The adjusted EBITDA* (as defined above) increased by 12% to
GBP3.6m from GBP3.2m in the prior year with a higher margin of
14.8% (FY 2020: 13.8%). Cost management was an important focus
during FY 2021 and expenses are constantly reviewed to ensure the
level is appropriate for the structure of the business.
Administrative expenses increased over the comparable period mainly
because of the additional three months of the acquired
business.
Strategic, integration and other non-recurring items
The final step in the integration of Geomap-Imagis ("G-I"),
acquired in May 2019, was completed and our European operations now
operate under one regional management structure. As part of the
restructuring, two of the G-I founders and former directors are
leaving the business and the restructuring will lead to some cost
savings, which will allow the business to invest in further
expansion. The costs amounting to GBP0.56m (FY 2020: GBP1.20m) have
been included in strategic, integration and other non-recurring
items.
Operating loss and loss before tax
The Group recorded a reduced operating loss of GBP1.2m compared
to GBP1.5m in the prior year and the Group's loss before tax
reduced to GBP1.4m from GBP1.7m for the comparable period. The
results were impacted by the strategic, integration and other
non-recurring items, as well as a number of non-cash charges
including amortisation of acquired intangibles and share-based
payments.
Taxation
The net tax credit for the period was GBP0.3m (FY 2020:
GBP0.2m).
Balance sheet
The Group's net assets reduced to GBP14.7m from GBP15.5m at 31
January 2020. The reduction was mainly due to the overall loss
after tax offset by currency gains in reserves.
Trade and other receivables increased in the year to GBP10.9m
(FY 2020: GBP9.9m), mainly due to increased trade debtors and
accrued income at year end following contract wins in Q4. Whilst
there was also some increase in average debtor days outstanding,
this was largely due to lengthening payment cycles with no material
impact on the assessment of overall debtor collectability. The
increase in trade and other payables from GBP11.4m to GBP13.4m was
primarily driven by an increase in deferred income to GBP5.9m (FY
2020: GBP4.9m) and an increase in other taxation and social
security. The company benefitted from a deferral of some indirect
taxes of GBP0.4m in the year, which will be repaid in FY 2022.
Cash flow
Operating cash flow inflow (before strategic, integration and
other non-recurring items) more than doubled to GBP4.2m in FY 2021
compared to GBP1.9m in FY 2020.
Operating cash flow FY 2021 FY 2020
GBP'000 GBP'000
-------- --------
Cash generated from operations 3,983 572
Add back: Cashflow on strategic, integration
and other non-recurring items 173 1,289
-------- --------
Cash generated from operations before
strategic, integration and other non-recurring
items 4,156 1,861
-------- --------
Indeed, the focus on working capital and cost control has also
resulted in free cash flow* being positive (at GBP0.9m), even after
non-recurring one-off items, as shown in the table below:
Free cash flow FY 2021 FY 2020
GBP'000 GBP'000
-------- --------
Cash generated from operations before
strategic, integration and other non-recurring
items 4,156 1,861
Net interest paid (179) (144)
Net tax received 484 313
Expenditure on product development and
intellectual property capitalised (2,120) (2,188)
Purchase of property, plant and equipment (192) (132)
Lease payments (1,069) (792)
-------- --------
Free cash flow before strategic, integration
and other non-recurring items 1,080 (1,082)
Cashflow on strategic, integration and
other non-recurring items (173) (1,289)
-------- --------
Free cash flow * 907 (2,371)
-------- --------
* Free cash flow is defined as net increase/ (decrease) in cash
for the year before cash flows from the acquisition of
subsidiaries, cash flows from new borrowings and repayments of
borrowings and cash flow from new share issue.
Within investing activities, the deferred consideration of
EUR0.7m (GBP0.6m) on the acquisition of Geomap Imagis, was paid as
planned in H1 2021.
Investment in R&D
Development costs capitalised in the year amounted to GBP2.1m
(FY 2020 GBP2.2m). Amortisation of development costs was GBP1.9m
(FY 2020 GBP1.2m).
Financing
The Group arranged additional bank loans of GBP1.8m on
reasonable commercial terms. At the year-end the total loans
outstanding were GBP3.0m. These have been extended to 5-year loans
following the exercise of an option in the original agreement and
the amount repayable in FY 2022 is approximately EUR0.5m (GBP0.4m).
With a gross cash position of GBP7.3m at 31 January 2021 (FY 2020
GBP5.1m) and positive operating cash generation, the business is in
a much stronger financial position than a year ago, which gives the
Board the confidence to continue to invest in its three-pillared
growth plan.
Going forward, the Board and management teams are focused on
increasing revenues, in particular recurring revenues, whilst
maintaining or improving the Group's profitability and cash
generation.
Andrew Fabian
Chief Financial Officer
Key Performance Indicators
Key income statement KPIs are set out below. There are no
non-financial KPIs.
2021 2020 Change Change
Revenue growth GBPm GBPm GBPm %
Recurring revenue 10.6 9.6 1.0 10%
Total revenues 24.6 23.4 1.2 5%
Gross profit margin 53% 52% 1% 2%
Adjusted * EBITDA 3.6 3.2 0.4 12%
Free cash flow ** 0.9 (2.4) 3.3 n/a
* Adjusted EBITDA is a company-specific measure which is calculated
as operating loss before depreciation (including right of use
asset depreciation), amortisation and impairment of intangible
assets, share-based payment charge and strategic, integration,
and other non-recurring items.
** Free cash flow is defined as net increase/ (decrease) in
cash for the year before cash flows from the acquisition of
subsidiaries, cash flows from new borrowings and repayments
of borrowings and cash flow from new share issue.
Environmental, Social and Governance
Our Vision
At 1 Spatial, we are striving to make the world safer, smarter
and more sustainable for the future. We believe the answers to
achieving these goals are held in data and are passionate about
working with our customers to unlock the value of their location
data - Smarter Data, Smarter World
Our World Better
At 1Spatial we are an important part of the Geospatial Ecosystem
where using and sharing data provides significant opportunities to
support businesses and governments to deliver against important
sustainability goals.
Our domain expertise and Location Master Data Management
approach which is data and system agnostic allows us to be an
integral and important part of this Ecosystem. A good example of
this is where we are working with our partner, Ordnance Survey, on
a proof of concept to build a digital map of the UK's energy system
that uses the power of data to support a more efficient pathway to
Net Zero. A key driver of this map is for planning, managing and
sharing the location of Electric Vehicle charging points and builds
on the recommendations of the UK Government's Energy Data
Taskforce
Our vision at 1Spatial is to "help our customers unlock the
value of their location data" which could also be interpreted as
"making better use of data that they already have". We help our
customers do this by using our software tools to improve the
quality of their data so it is fit for purpose within important use
cases. This is a huge economic efficiency for our customers as the
cost and time to acquire new spatial data, for example through
field collection, can often be very high and therefore have a
negative impact on the environment. Our 1Spatial suite of business
applications together with those of our partners, can be deployed
to make use of this data for specific business needs.
In the past we've seen a lot of these business needs around
efficiencies or cost savings but more and more we are seeing the
drivers of these solutions around sustainability, social matters,
health and safety and regulatory compliance.
Some examples of these include the following:
- The work we are doing in the US with a number of 911 Emergency
Services departments to ensure that they have consistent and
accurate address data to improve emergency vehicle response times
which will ultimately result in saving lives.
- In the UK we have an incident management mobile application
that allows the utility engineers to manage customers on a real
time basis, going door to door to check customer safety and
prioritise visits to vulnerable customers.
- In France we are working with the Société Wallonne des Eaux
(SWDE), as part of their move to become more sustainable in the
management of their water resources. SWDE relies on systems and the
expertise of 1Spatial to carry out innovative projects, to improve
the efficiency of distribution networks enabling SWDE to reduce its
water losses by several million m(3) in a few years.
- We are helping the Environment Agency in the UK with their Net
Zero planning by helping them to understand where their assets are
to be able to ensure protection of homes, businesses, and
communities from the risk of flooding.
- We are supporting states such as Michigan in in the US with
their underlying master data to ensure they can make trusted
decisions for the state and its citizens.
- We support national mapping agencies such as Ordnance Survey
Great Britain and Ordnance Survey Ireland which are using the
authoritative data to support the nation including Covid-19 related
issues.
Whether creating these specific customer business applications
or supporting national mapping agencies so they can help manage the
Covid-19 pandemic, our team delivers results that make a real
difference to people's lives.
As a member of the Geospatial Community, the natural world is an
inspiration for the whole of the 1Spatial team. We know that,
together, we can make our world better. We support our people who
each year volunteer their time, energy and skills for global good
causes. The Missing Maps Project, which aims to map the most
crisis-prone parts of the world, and the humanitarian mapping
charity, MapAction are two organisations that are particularly
close to our hearts. We regularly participate in local, national
and international charity fundraisers. Our team in the UK recently
raised money to mark 72 years of the NHS.
Over the past few years, we have raised funds for charities such
as Cancer Council, Care International, Red Nose Day, Save the
Children, The Trussell Trust, MapAction, Macmillan Cancer Support,
Oxfam, Age UK, Philippines Typhoon Appeal, WinterComfort and Arthur
Rank Hospice Charity.
Environmental
We are committed to find ways to reduce our impact on the
environment. We have made significant carbon emissions reductions
during the past year and are committed to continuing these.
Our move to home working in all offices over the pandemic has
reduced our travel related pollution, and improved staff well-being
with regards to work/life balance. We've taken project work online,
using remote systems to manage interactions with our clients which
has further reduced travel pollution. Moving forward to a
post-Covid workplace, we've implemented systems that allow greater
flexibility for staff and have an ongoing commitment to support
staff to work remotely.
Some of our current environmental initiatives include:
-- In some countries there are subsidies available for using
public transport or bikes. We promote and encourage these schemes
to staff in all applicable offices.
-- We have created a "Climate Neutral Website" through a fully
traceable scheme that offsets carbon emissions with a project in
the DR Congo.
-- We have recycling initiatives across our offices including
recycling our computer equipment. We actively source and choose
recycled stationary and other office supplies wherever
possible.
-- Our Paris office in France and our Vienna office in the US are "green" buildings.
-- We donated to Toilet Twinning: a charity focusing on hygiene
education and latrine building in communities without ready access
to safe water, sanitation and healthcare.
-- We have electric car charging points in some of our office
car parks and will be considering hybrid vehicles as lease car
renewals come up.
In the UK we are certified to ISO 14001:2015 which is a standard
related to environmental management that exists to help
organisations minimize how their operations negatively affect the
environment; comply with applicable laws, regulations, and other
environmental requirements; and continually improve
Social
1Spatial is a team where everyone makes a difference. From our
developers, testers and engineers to our consultants, marketing
professionals and senior managers, everyone contributes to our
success.
But making a difference goes beyond our day-to-day business and
the work we provide as part of our professional roles. Our 1Team
have come together to create staff led committees for Social,
Community and Environmental initiatives, each working to run
schemes and activities which will directly benefit local
communities and the world around them. We are very proud of all our
staff who volunteer their time, energy and skills for local and
worldwide charities and good causes.
We are also passionate about looking after our staff and
actively promote the importance of mental health and happiness.
Taking the time to be kind to yourself is something we urge all our
staff to do and as part of our commitment to their well-being, we
have started to roll out the following initiatives across our
offices:
-- Mental health awareness training
-- Mental health first aiders
-- Internal events and initiatives to encourage staff to take time out from their working day
We are always looking at ways to ensure equality and diversity
across our company and an inclusive, welcoming working environment
for everyone.
Over the past year we have celebrated: International Women's
Day, World Food Day, Diwali, Thanksgiving, Mental Health Awareness
Week, Earth Day and Health and Happiness month.
Some of the other social activities organised by our 1Team
include:
-- 1Global Challenge - all staff were encouraged to "Get
Active", "Get Creative" and "Get experimental"
-- Creating a 1Spatial Cookbook with recipes from around the world
-- Online fitness and relaxation sessions
-- Flexible working to further support employees especially during the pandemic
-- Regular team meetings and all employee global sessions to
help communication and ensure all team members feel involved and
part of the 1Team.
-- A variety of social activities across the offices for team
members to join in quizzes and games (played at a local and global
level).
More information with respect to how the Directors of 1Spatial
are fulfilling duties to promote the success of the company which
includes the interests of various stakeholders such as Employees,
Customers, Suppliers and Partners is set out within the Section 172
of the Annual Report.
Governance
It's an exciting time to be part of a growing digital economy
and data driven sector and whilst promoting the use of data is
important, safeguarding the use of location data is absolutely key.
Governments globally have set guidelines around areas such as data
access, privacy, ethics and security. We adhere to these standards
globally and good governance over customer data is central to
everything we have been doing for a numbers of years. More and more
we work with our customers on their projects directly through the
cloud and so we do not have to take local copies of data which
improves security around this. We take significant steps to ensure
high security around our IT systems with adoption of security
standards such as Cyber Essentials.
In the UK and USA we are ISO 9001 accredited. This means that we
have stringent quality processes ensuring governance in all our
processes, projects and efforts. Quality processes are well
documented and followed by all teams.
At 1Spatial we are committed to good Corporate Governance and
adhere to the standards contained in the Corporate Governance Code
for Small and Mid-Size Quoted Companies (QCA Code).
Consolidated statement of comprehensive income
For the year ended 31 January 2021
Note 2021 2020
GBP'000 GBP'000
--------------------------------------- ----- --------- ---------
Revenue 3 24,600 23,385
Cost of sales (11,451) (11,123)
--------------------------------------- ----- --------- ---------
Gross profit 13,149 12,262
Administrative expenses (14,395) (13,800)
--------------------------------------- ----- --------- ---------
(1,246) (1,538)
Adjusted EBITDA * 3,632 3,226
Less: depreciation (202) (152)
Less: depreciation on right of
use asset 11 (1,106) (878)
Less: amortisation and impairment
of intangible assets 6 (2,806) (2,169)
Less: share-based payment charge (272) (398)
Less: strategic, integration
and other non-recurring items 4 (492) (1,167)
--------------------------------------- ----- --------- ---------
Operating loss (1,246) (1,538)
Finance income 39 40
Finance costs (226) (235)
--------------------------------------- ----- --------- ---------
Net finance cost (187) (195)
Loss before tax (1,433) (1,733)
Income tax credit 5 308 248
Loss for the year (1,125) (1,485)
Loss for the year attributable
to:
Equity shareholders of the Parent (1,125) (1,485)
(1,125) (1,485)
======================================= ===== ========= =========
Other comprehensive (expense)/income
Items that may subsequently be
reclassified to profit or loss:
Actuarial (losses)/gains arising
on defined benefit pension, net
of tax (15) 40
Exchange differences arising
on translation of net assets
of foreign operations 148 (120)
Other comprehensive income/(loss)
for the year, net of tax 133 (80)
Total comprehensive loss for
the year (992) (1,565)
--------------------------------------- ----- --------- ---------
Total comprehensive loss attributable
to the
equity shareholders of the Parent (992) (1,565)
Note 2021 2020
GBP'000 GBP'000
Loss per ordinary share attributable
to the owners of the Parent during
the year (expressed in pence
per ordinary share):
Basic and diluted loss per share 15 (1.0) (1.4)
* Adjusted EBITDA is a company-specific measure which is calculated
as operating loss before depreciation (including right of use
asset depreciation), amortisation and impairment of intangible
assets, share-based payment charge and strategic, integration,
and other non-recurring items (see note 4)
Consolidated statement of financial position
As at 31 January 2021
Note 2021 2020
GBP'000 GBP'000
-------------------------------------- ----- --------- ---------
Assets
Non-current assets
Intangible assets including goodwill 6 15,187 15,560
Property, plant and equipment 392 374
Right of use assets 11 2,694 3,272
Total non-current assets 18,273 19,206
-------------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 7 10,890 9,930
Current income tax receivable 164 233
Cash and cash equivalents 8 7,278 5,108
Total current assets 18,332 15,271
-------------------------------------- ----- --------- ---------
Total assets 36,605 34,477
-------------------------------------- ----- --------- ---------
Liabilities
Current liabilities
Bank borrowings 9 (470) (135)
Trade and other payables 10 (13,418) (11,439)
Lease liabilities 11 (925) (957)
Deferred consideration 12 - (599)
Total current liabilities (14,813) (13,130)
-------------------------------------- ----- --------- ---------
Non-current liabilities
Bank borrowings 9 (2,542) (1,086)
Lease liabilities 11 (1,743) (2,340)
Deferred consideration 12 (390) (370)
Defined benefit pension obligation (1,606) (1,417)
Deferred tax 13 (776) (679)
Total non-current liabilities (7,057) (5,892)
-------------------------------------- ----- --------- ---------
Total liabilities (21,870) (19,022)
-------------------------------------- ----- --------- ---------
Net assets 14,735 15,455
====================================== ===== ========= =========
Share capital and reserves
Share capital 14 20,150 20,150
Share premium account 14 30,479 30,479
Own shares held 14 (303) (303)
Equity-settled employee benefits
reserve 3,604 3,332
Merger reserve 16,465 16,465
Reverse acquisition reserve (11,584) (11,584)
Currency translation reserve 332 184
Accumulated losses (43,931) (42,791)
Purchase of non-controlling interest
reserve (477) (477)
-------------------------------------- ----- --------- ---------
Total equity 14,735 15,455
====================================== ===== ========= =========
Consolidated statement of changes in equity
For the year Share Share Own Equity-settled Merger Reverse Currency Purchase of Accumulated Total
ended 31 capital premium shares employee reserve acquisition translation non-controlling losses equity
January 2021 account held benefits reserve reserve interest
GBP'000 reserve reserve
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Balance at 1
February 2019 18,971 28,661 (303) 2,934 16,030 (11,584) 304 (477) (41,346) 13,190
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Comprehensive
income/(loss)
Loss for the
year - - - - - - - - (1,485) (1,485)
Other
comprehensive
income/(loss)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Actuarial
gains arising
on defined
benefit
pension - - - - - - - - 40 40
Exchange
differences
on
translating
foreign
operations - - - - - - (120) - - (120)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Total other
comprehensive
income/(loss) - - - - - - (120) - 40 (80)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Total
comprehensive
income/(loss) - - - - - - (120) - (1,445) (1,565)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Transactions
with owners
Issue of share
capital, net
of share
issue costs 1,179 1,818 - - 435 - - - - 3,432
Recognition of
share-based
payment
expense - - - 398 - - - - - 398
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
1,179 1,818 - 398 435 - - - - 3,830
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Balance at 31
January 2020 20,150 30,479 (303) 3,332 16,465 (11,584) 184 (477) (42,791) 15,455
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Comprehensive
loss
Loss for the
year - - - - - - - - (1,125) (1,125)
Other
comprehensive
loss
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Actuarial
gains arising
on defined
benefit
pension - - - - - - - - (15) (15)
Exchange
differences
on
translating
foreign
operations - - - - - - 148 - - 148
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Total other
comprehensive
(loss)/income - - - - - - 148 - (15) 133
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Total
comprehensive
loss - - - - - - 148 - (1,140) (992)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Transactions
with owners
Recognition of
share-based
payment
expense - - - 272 - - - - - 272
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
- - - 272 - - - - - 272
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Balance at 31
January 2021 20,150 30,479 (303) 3,604 16,465 (11,584) 332 (477) (43,931) 14,735
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ --------
Consolidated statement of cash flows
For the year ended 31 January 2021
Note 2021 2020
GBP'000 GBP'000
Cash flows from operating activities
Cash generated from operations 8 (a) 3,983 572
Interest received 39 40
Interest paid (218) (184)
Tax received 484 313
--------------------------------------- ------
Net cash generated from operating
activities 4,288 741
--------------------------------------- ------ --------- ---------
Cash flows from investing activities
Acquisition of subsidiary (net
of cash acquired) 12 - (2,151)
Purchase of property, plant and
equipment (192) (132)
Capitalisation of development costs
and other intangibles 6 (2,120) (2,188)
Net cash used in investing activities (2,312) (4,471)
--------------------------------------- ------ --------- ---------
Cash flows from financing activities
New borrowings 1,800 672
Repayment of borrowings (146) (133)
Repayment of lease obligations 11 (1,069) (792)
Payment of deferred consideration
on acquisition 12 (585) -
Net proceeds of share issue 14 - 2,805
Net cash generated from financing
activities - 2,552
--------------------------------------- ------ --------- ---------
Net increase/(decrease) in cash
and cash equivalents 1,976 (1,178)
Cash and cash equivalents at start
of year 5,108 6,358
Effects of foreign exchange on
cash and cash equivalents 194 (72)
--------------------------------------- ------ --------- ---------
Cash and cash equivalents at end
of year 8 (b) 7,278 5,108
======================================= ====== ========= =========
Notes to the financial statements
For the year ended 31 January 2021
1. Basis of preparation
The preliminary information of 1Spatial plc have been prepared
in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006. The "requirements
of the Companies Act 2006" here means accounts being prepared in
accordance with "international accounting standards" as defined in
section 474(1) of that Act, as it applied immediately before IP
completion day (end of transition period), including where the
company also makes use of standards which have been adopted for use
within the United Kingdom in accordance with regulation 1(5) of the
International Accounting Standards and European Public Limited
Liability Company (Amendment etc.) (EU Exit) Regulations 2019. The
consolidated financial statements have been prepared under the
historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies.
The results shown for the year ended 31 January 2021 and 31
January 2020 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 2021 were approved by the Board of directors
on 27 April 2021 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. Going concern
The Board used as its basis for the going concern review the
budget for the FY22 year, rolled out to 30 April 2022 using part of
its forecast for FY 2023, so that a full 12-month period from the
date of signing the FY21 Annual Report and Accounts is considered.
Due to the uncertainty created by COVID-19, in addition to applying
the normal sensitivities to cash flows, the going concern review
also included a reverse-stress test to demonstrate that even if new
business and renewals are severely impacted by further lockdowns
and impacts of the pandemic, the finances of the Group are in a
robust position.
The Group started the prior financial year on 1 February 2020
with cash of GBP5.1m and borrowings of GBP1.2m, giving net funds
(before lease liabilities) of GBP3.9m. The Group started the
current financial year on 1 February 2021 with cash of GBP7.3m and
debt of GBP3.0m, giving net funds (before lease liabilities) of
GBP4.3m, having increased its net cash in the year even after
paying GBP0.6m of deferred consideration.
Despite the pandemic, the year ended 31 January 2021 was a year
of revenue, adjusted EBITDA* and operating cash flow growth. The
two main contributors to this were the Group's industry markets,
Government, Utilities and Transport, not being adversely affected
by Covid-19, and swiftly adapting to home working and remote
delivery of projects.
There was a Covid-19 related dip in new business generation in
the first half, particularly in Europe, but the second half showed
a strong performance, with a number of significant contract wins
and new clients added in all Geographies.
The growth of the pipeline of new business opportunities, and
accelerated win rate in recent months, provides the Board with
confidence that 1Spatial is on a path of profitable growth. We have
entered the new year with a record level of contracted future
revenue, a wide range of customers in stable industry segments of
Government, Utilities and Transport and growing proof of delivery
both in Europe and the USA.
The Board has concluded, after reviewing the work performed and
detailed above, that the Group has adequate resources to continue
in operation for at least 12 months from the date of approval of
the financial statements. Accordingly, they have adopted the going
concern basis in preparing these financial statements.
3. Segmental information
The chief operating decision-maker has been identified as the
Board of Directors, which makes the Group's strategic decisions.
The Group is now focused on developing and selling repeatable
solutions and recurring term licences globally, with associated
support services. As such, the Board considers that the Group
operates with only one segment and one CGU under one global
strategy and the results are accordingly presented as group results
only.
The following table provides an analysis of the Group's revenue
by type.
Revenue by type
2021 2020
GBP'000 GBP'000
Term licences 1,100 1,000
Support & maintenance - own 7,800 7,000
Support & maintenance - third party 1,700 1,600
Recurring revenue 10,600 9,600
Services 11,100 10,000
Perpetual licences - own 1,400 1,400
Perpetual licences - third party 1,500 2,400
Total revenue 24,600 23,400
The Group's operations are located in the United Kingdom, Europe
(Ireland, France and Belgium) the United States, Tunisia and
Australia. The following table provides an analysis of the Group's
revenue by geographical destination.
Revenue by region
2021 2020
GBP'000 GBP'000
UK 7,160 7,381
Europe 11,460 11,080
US 2,908 2,250
Rest of World 3,072 2,674
--------- ---------
Total revenue 24,600 23,385
--------- ---------
The Board assesses the performance of the Group based on a
measure of adjusted EBITDA. Adjusted EBITDA is a company-specific
measure which is calculated as operating loss before depreciation
(including right of use asset depreciation), amortisation and
impairment of intangible assets, share-based payment charge and
strategic, integration, and other non-recurring items (see note
4).
The following table provides an analysis of the Group's revenue
by country of domicile, split by whether the revenue is recognised
at a point in time or over time.
2021 2020
GBP'000 GBP'000
UK/Ireland 8,443 8,810
At a point in time 1,081 1,651
Over time 7,362 7,159
-------------------- --------- ---------
Europe 11,150 10,242
At a point in time 1,687 2,158
Over time 9,463 8,084
-------------------- --------- ---------
United States 2,908 2,250
At a point in time 987 864
Over time 1,921 1,386
-------------------- --------- ---------
Australia 2,099 2,083
At a point in time 742 915
Over time 1,357 1,168
-------------------- --------- ---------
24,600 23,385
==================== ========= =========
As at 31 January 2021, costs to obtain and fulfil a contract of
GBP197,000 were included in other receivables (2020: GBP113,000).
Amortisation of costs to obtain and fulfil a contract for the year
ended 31 January 2021 were GBP109,000 (2020: GBP71,000). The Group
has no significant concentration risk with no major customers
representing more than 10% of Group revenue. (2020: nil).
The Group has significant contract balances (both assets and
liabilities), which arise out of the ordinary course of its
operations. Contract assets include accrued income, which arises
where chargeable work is performed, and the revenue is recognised
based upon satisfaction of performance obligations in advance of
invoicing the client. This can arise because, particularly for some
larger projects, client invoicing may be in stages and linked to
project milestones. Once an invoice is raised then the related
accrued income will be reduced by the invoiced amount.
Significant contract liabilities arise when a client has been
invoiced annually in advance (for example, for annual support and
maintenance contracts) and the revenue is recognised on a monthly
basis over the year. In that case, the initial invoiced amount is
fully deferred and then released to the profit and loss over the
course of the contract.
The following table provides an analysis of the Group's
non-current assets by location.
2021 2020
GBP'000 GBP'000
UK/Ireland 6,772 7,223
Europe 8,741 8,950
United States 2,755 3,007
Rest of World 5 26
Total 18,273 19,206
=============== ========= =========
4. Strategic, integration and other non-recurring items
In accordance with the Group's policy for strategic, integration
and other non-recurring items, the following charges were included
in this category for the year:
2021 2020
GBP'000 GBP'000
Costs associated with the acquisition and integration
of Geomap-Imagis 555 1,198
Net credits associated with the disposal of
Enables IT (63) (31)
Total 492 1,167
======================================================= ========= =========
Costs of GBP0.6m in relation to the acquisition and integration
of the Geomap-Imagis acquisition comprise professional fees
associated with integrating the operations, costs of legal and
operational merger activities and redundancies as part of the
restructuring.
The Group also received GBP63,000 further receipts related to
the disposal of Enables IT in a prior year.
5. Income tax credit
2021 2020
GBP'000 GBP'000
Current tax
UK corporation tax on income for year (187) (212)
Foreign tax 73 (6)
Adjustments in respect of prior years (268) 48
--------------------------------------------------- --------- ---------
Total current tax (382) (170)
--------------------------------------------------- --------- ---------
Deferred tax (note13)
Origination and reversal in temporary differences (111) (78)
Effect of tax rate change on opening balance 11 -
Adjustments in respect of prior years 174 -
Total deferred tax 74 (78)
--------------------------------------------------- --------- ---------
Total tax credit (308) (248)
--------------------------------------------------- --------- ---------
Factors affecting the tax credit for the year:
The tax credit for the year is higher (2020: lower) than the
standard rate of corporation tax in the UK. The differences are
explained below:
2021 2020
GBP'000 GBP'000
Loss on ordinary activities before tax (1,433) (1,733)
----------------------------------------------------- --------- ---------
(1,433) (1,733)
----------------------------------------------------- --------- ---------
Loss on ordinary activities before tax multiplied
by the effective rate of corporation tax in the
UK of 19% (2020: 19%) (272) (330)
Effect of:
Expenses not deductible for tax purposes 22 157
Adjustment in respect of R&D tax credits (191) (153)
Effect of movement in deferred tax rate 27 (80)
Utilisation of losses not previously recognised
for tax purposes (170) (19)
Deferred tax not recognised on losses carried
forward 440 20
Adjustments in respect of prior years (94) 34
Differences in tax rates applicable to overseas
subsidiaries (70) 123
----------------------------------------------------- --------- ---------
Total credit for year (308) (248)
----------------------------------------------------- --------- ---------
The relevant deferred tax balances have been measured at 19% for
the current year-end, being the tax rate enacted by the reporting
date (2020: 17%).
In the Spring Budget 2021, the Government announced that from 1
April 2023 the corporation tax rate would increase to 25%. As the
proposal to change the rate had not been substantively enacted at
the balance sheet date, its effects are not included in these
financial statements. However, it is likely that the overall effect
of the change, had it been substantively enacted by the balance
sheet date, would be to increase the deferred tax charge for the
period of GBP71,500 and to increase the deferred tax liability by
GBP71,500.
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
2020 17,291 452 4,579 6,487 16,932 30 66 45,837
Additions - - - 75 2,039 - 6 2,120
Written-off - - - - - (30) (30)
Effect of foreign
exchange 156 12 185 195 314 - - 862
---------------------
At 31 January
2021 17,447 464 4,764 6,757 19,285 - 72 48,789
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February
2020 11,363 204 3,113 4,185 11,374 30 8 30,277
Amortisation - 47 422 445 1,889 - 3 2,806
Written-off - - - - - (30) - (30)
Effect of foreign
exchange 185 1 106 66 191 - - 549
At 31 January
2021 11,548 252 3,641 4,696 13,454 - 11 33,602
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2021 5,899 212 1,123 2,061 5,831 - 61 15,187
===================== ========= ========= =========== ========= ============ ========= ============= =========
The net book amount of development costs includes GBP5,831,000
(2020: GBP5,558,000) internally generated capitalised software
development costs that meet the definition of an intangible asset.
The amortisation charge of GBP2,806,000 (2020: GBP2,058,000) is
included in the administrative expenses in the statement of
comprehensive income.
The key assumptions used in the value in use calculations were
the pre-tax discounts rate applied (13%) and growth assumptions.
Sales forecasts and their corresponding costs for the Group in
relation to the business applications for the five-year period
ending 31 January 2026 are likely to increase by 12% p.a. overall.
No impairment is required as no individual asset has a higher
carrying value than its value in use.
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
2019 16,161 232 2,843 4,421 15,012 30 66 38,765
Arising on
acquisition 1,338 226 1,847 2,164 - - - 5,575
Additions - - - - 2,188 - - 2,188
Effect of foreign
exchange (208) (6) (111) (98) (268) - - (691)
---------------------
At 31 January
2020 17,291 452 4,579 6,487 16,932 30 66 45,837
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February
2019 11,533 165 2,754 3,850 10,232 30 7 28,571
Amortisation - 40 433 385 1,197 - 3 2,058
Impairment - - - - 111 - - 111
Effect of foreign
exchange (170) (1) (74) (50) (166) - (2) (463)
At 31 January
2020 11,363 204 3,113 4,185 11,374 30 8 30,277
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2020 5,928 248 1,466 2,302 5,558 - 58 15,560
===================== ========= ========= =========== ========= ============ ========= ============= =========
Impairment tests for goodwill
Goodwill is assessed for the Group as a whole as the Group
operates with one segment and one CGU. The Group has moved from two
CGUs to one as the Group now manages its operations under one
global strategy and the European acquisition is now fully
integrated into the business. All aspects of the business are
focusing now on growing recurring revenue of repeatable solutions
using technology that will be deployed globally under a single
strategy. Products developed by regional development teams are
marketed globally.
2021 2020
Total Total
Goodwill GBP'000 GBP'000
Opening carrying value 5,928 4,628
Arising on acquisition - 1,338
Effect of foreign exchange (29) (38)
Closing carrying value 5,899 5,928
========= =========
Basis for calculation of recoverable amount
The Group has prepared, and formally approved, a five-year plan
for its CGU (based on a formal 3-year plan extended for two more
projected years). 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 (13%) and the growth
assumptions. Growth in sales and corresponding costs for the
five-year period has been forecast at 12% and 6% per annum
respectively.
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 2022 and subsequent
years, the assumption has been provided in terms of growth on the
prior year EBITDA. The terminal growth rate of 2% does not exceed
the long-term growth rate for the business in which the CGUs
operate. The discount rate used is pre-tax and reflect specific
risks relating to the Group. The forecasts are most sensitive to
changes in revenue and overhead assumptions (taken together as the
EBITDA). However, there are no major changes to the key assumptions
which would cause the goodwill to be impaired.
There would have to be a reduction in forecast EBITDA by 24% in
the year ending 31 January 2022 for the headroom to be removed.
7. Trade and other receivables
2021 2020
Current GBP'000 GBP'000
Trade receivables 5,607 5,012
Less: provision for impairment of trade receivables (80) (68)
----------------------------------------------------- --------- ---------
5,527 4,944
Other receivables 1,497 1,431
Prepayments and accrued income 3,866 3,555
10,890 9,930
----------------------------------------------------- --------- ---------
Below is a reconciliation of the movement in accrued income:
Total
GBP'000
At 1 February 2020 2,613
Accrued revenue invoiced
in the year (2,613)
Revenue accrued in the
year 2,847
Foreign exchange difference 103
At 31 January 2021 2,950
----------------------------- ---------
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 2021, trade receivables of GBP3,541,000 (2020:
GBP3,681,000) were fully performing. Before accepting any new
customer, the Group assesses the potential customer's credit
quality and defines credit limits by customer.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure
expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and aging.
The contract assets have similar risk characteristics to the trade
receivables for similar types of contracts. The expected credit
losses are based on the Group's historical credit losses which are
then adjusted for current and forward-looking information on
macroeconomic factors affecting the Group's customers. The Group
has identified gross domestic growth rates, unemployment rates and
inflation rates as the key macroeconomic factors in the countries
in which the Group operates.
At 31 January 2021, trade receivables of GBP1,986,000 (2020:
GBP1,262,000) 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.
2021 Weighted Impairment
GBP'000 average loss
loss allowance
rate GBP'000
Current 3,541 0.1% 4
Up to 3 months overdue 1,392 0.5% 7
3 to 6 months overdue 149 2.5% 4
6 to 12 months overdue 272 5.0% 14
> 12 months overdue 253 20.0% 51
------------------------
5,607 80
------------------------ --------- --------- -----------
.
The ageing of these receivables is as follows:
Weighted Impairment
average loss
2020 loss allowance
GBP'000 rate GBP'000
Current 3,681 0.1% 4
Up to 3 months overdue 997 1.5% 15
3 to 6 months overdue 87 5.0% 5
6 to 12 months overdue 123 10.0% 13
> 12 months 124 25.0% 31
5,012 68
------------------------ --------- --------- -----------
As of 31 January 2021, trade receivables of GBP80,000 were
impaired (2020: GBP68,000) and provided for.
The trade receivables above include performance retentions on
long-term contracts.
Movements on the Group provision for impairment of trade
receivables are as follows:
2021 2020
GBP'000 GBP'000
At 1 February 68 13
Created on acquisition - 55
Increase in provision 12 -
At 31 January 80 68
------------------------ --------- ---------
The other classes within trade and other receivables do not
contain impaired assets and the Group expects to recover these in
full. There are no financial assets whose terms have been
renegotiated that would otherwise be past due or impaired.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable noted above. The Group
does not hold any collateral as security.
8. Cash and cash equivalents and notes to the consolidated statement of cash flows
2021 2020
GBP'000 GBP'000
Cash at bank and in hand 7,278 5,108
7,278 5,108
-------------------------- --------- ---------
The fair value of the Group's cash and cash equivalents is the
same as its book value stated above.
Notes to the consolidated statement of cash flows
(a) Cash generated from operations
2021 2020
GBP'000 GBP'000
-------------------------------------------- --------- ---------
Loss before tax (1,433) (1,733)
Adjustments for:
Finance income (39) (40)
Finance cost 226 184
Depreciation 1,308 1,030
Amortisation of acquired intangibles 917 861
Amortisation and impairment of development
costs 1,889 1,308
Share-based payment charge 272 398
Net foreign exchange movement (34) 167
Increase in trade and other receivables (655) (2,377)
Increase in trade and other payables 1,446 702
Increase in defined benefit pension
obligation 86 72
Cash generated from operations 3,983 572
============================================= ========= =========
2021 2020
GBP'000 GBP'000
--------------------------------------- --------- ---------
Cash generated from operations before
strategic, integration and other
non-recurring items 4,156 1,861
Cash flow on strategic, integration
and other non-recurring items (173) (1,289)
Cash generated from operations 3,983 572
======================================== ========= =========
(b) Reconciliation of net cash flow to movement in net funds
2021 2020
GBP'000 GBP'000
------------------------------------------------ --------- ---------
Increase/(Decrease) in cash in the year 1,976 (1,178)
Changes resulting from cash flows 1,976 (1,178)
Net cash inflow in respect of new borrowings (1,800) (672)
Change in net funds due to borrowings acquired - (731)
Net cash outflow in respect of borrowings
repaid 146 133
Effect of foreign exchange 57 (23)
Change in net funds 379 (2,471)
Net funds at beginning of year 3,887 6,358
------------------------------------------------ --------- ---------
Net funds at end of year 4,266 3,887
================================================ ========= =========
Analysis of net funds
Cash and cash equivalents classified as:
Current assets 7,278 5,108
Bank loans (3,012) (1,221)
------------------------------------------------ --------- ---------
Net funds at end of year 4,266 3,887
================================================ ========= =========
Net funds is defined as cash and cash equivalents
net of bank loans.
c) Reconciliation of movement in liabilities
from financing activities
Bank borrowings Bank borrowings
and leases and leases
due within due after 1
1 year year Total
GBP'000 GBP'000 GBP'000
Total debt (including lease liabilities)
as at 1 February 2020 1,092 3,426 4,518
Borrowings at 1 February 2020 135 1,086 1,221
New borrowings in the year - 1,800 1,800
Repayment of borrowings (146) - (146)
Foreign exchange difference 11 126 137
--------------- --------------- -------
Borrowings before transfer - 3,012 3,012
Transfer from due after 1 year
to due within 1 year 470 (470) -
--------------- --------------- -------
Borrowings as at 31 January 2021 470 2,542 3,012
--------------- --------------- -------
Lease liability at 1 February
2020 957 2,340 3,297
Cash movements:
Lease payments (1,183) - (1,183)
Rent concession (88) - (88)
Non-cash movements:
Additions in the year - 586 586
Interest cost 114 - 114
Foreign exchange difference 200 (258) (58)
--------------- --------------- -------
Lease liability before transfer - 2,668 2,668
Transfer from due after one year
to due within one year 925 (925) -
Lease liability as at 31 January
2021 925 1,743 2,668
--------------- --------------- -------
Total debt (including lease liabilities)
as at 31 January 2021 1,395 4,285 5,680
--------------- --------------- -------
9. Bank borrowings
2021 2020
GBP'000 GBP'000
Current bank borrowings 470 135
Non-current bank borrowings 2,542 1,086
3,012 1,221
----------------------------- --------- ---------
Bank borrowings relate to bank loans 1Spatial France and
Geomap-Imagis totalling. Bank loan interest is charged on a fixed
rate basis with interest rates ranging between 0% and 3.1%,
included the related guarantee costs.
The loans are due for repayment over a five-year period, with a
broadly even repayment pattern with approximately EUR0.5m (GBP0.4m)
due for repayment in FY 2022. New borrowings in the year amounted
to GBP1.8m. There are no financial covenants attached to the loans,
nor is there any security applied. All loans are denominated in
EUR.
10. Trade and other payables
Current
2021 2020
GBP'000 GBP'000
Trade payables 1,736 2,143
Other taxation and social security 3,496 2,477
Other payables 852 996
Accrued liabilities 1,464 905
Deferred income 5,870 4,918
13,418 11,439
------------------------------------ --------- ---------
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.
Below is a reconciliation of the movement in deferred
income:
Total
GBP'000
At 1 February 2020 4,918
Revenue recognised in
the year (4,918)
Revenue deferred at year
end 5,719
Foreign exchange difference 151
At 31 January 2021 5,870
----------------------------- ---------
11. Leases
Right of use assets GBP'000
At 1 February 2020 3,272
Additions during the year 598
Depreciation (1,106)
Foreign exchange difference (70)
At 31 January 2021 2,694
----------------------------- --------
31 January 31 January
2021 2020
GBP'000 GBP'000
Buildings 2,428 3,004
Cars 216 221
Others 50 47
2,694 3,272
----------- ----------- -----------
Lease liabilities GBP'000
At 1 February 2020 3,297
Additions during the year 586
Rent concession (88)
Interest cost 114
Cash paid (1,183)
Foreign exchange difference (58)
At 31 January 2021 2,668
----------------------------- --------
31 January 1 February
2021 2020
GBP'000 GBP'000
Current 925 957
Non-current 1,743 2,340
2,668 3,297
------------- ----------- -----------
Amounts recognised in profit or loss:
2021 2020
Depreciation charge of right of use assets GBP'000 GBP'000
Buildings 970 759
Cars 104 92
Others 32 27
1,106 878
-------------------------------------------- --------- ---------
The Group has elected to utilise the practical expedient for all
rent concessions that met the criteria under the amendment to IFRS
16 (Covid-19-Related Rent Concessions). The effect of applying the
practical expedient was a credit to administrative expenses of
GBP88k (FY 20: nil).
12. Business combinations
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"). Full details of the acquisition were provided in
the Annual Report for the year ended 31 January 2020. No changes
were made in the year ended 31 January 2021 to the previously
reported fair values and resulting goodwill.
During the year, further costs were incurred associated with the
acquisition and integration of the Geomap-Imagis Group amounting to
GBP0.5m as disclosed in note 4.
In June 2020, 1Spatial France paid the deferred consideration of
EUR0.7m (GBP585,000) of the cash consideration which had been held
in escrow until the first anniversary of Completion.
As at 31 January 2021, a balance of EUR440,540 (GBP390,000)
Consideration Shares remained outstanding to be satisfied on 30
March 2023.
As disclosed in note 16, Post Balance Sheet Events, the terms of
the Share Purchase agreement were amended.
13. 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.
Other
Accelerated temporary
Tax losses tax depreciation Intangibles differences Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2019 (405) 22 586 (11) 192
Acquired in the
year (310) - 1,059 (188) 561
Deferred tax (credit)/charge
for year in profit
or loss 100 (22) (149) (7) (78)
DT charge/(credit)
OCI - - - 23 23
Foreign exchange
difference - - (20) 1 (19)
At 31 January
2020 (615) - 1,476 (182) 679
Deferred tax (credit)/charge
for year in profit
or loss 53 - (121) 142 74
DT charge/(credit)
OCI - - - 5 5
Foreign exchange
difference - - - 18 18
------------------------------ ----------- ------------------ ------------ ------------- ---------
At 31 January
2021 (562) - 1,355 (17) 776
------------------------------ ----------- ------------------ ------------ ------------- ---------
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 potential deferred tax assets of GBP4,018,000
(2020: GBP3,859,000) in respect of losses amounting to
GBP18,029,000 (2020: GBP18,442,000) that can be carried forward
against future taxable income, on the grounds that at the balance
sheet date their utilisation is not considered 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 - 356 356
Recoverable after 12 months - 999 999
Settled within 12 months (85) - (85)
Settled after 12 months (494) - (494)
------------------------------ ------------- ------------- ---------
(579) 1,355 776
------------------------------ ------------- ------------- ---------
14. Share capital, share premium account and own shares held
2021 2020
Allotted and fully paid Number Number
Ordinary shares of 10p each 110,805,795 110,805,795
Deferred shares of 4p each 226,699,878 226,699,878
Rights of shares
Ordinary shares
The ordinary shares all rank pari passu, have the right to participate
in dividends and other distributions made by the Company, and
to receive notice of, attend and vote at every general meeting
of the Company. On liquidation, ordinary shareholders are entitled
to participate in the assets available for distribution pro rata
to the amount credited as paid up on such shares (excluding any
premium).
Deferred shares
The deferred shares do not carry voting rights or a right to
receive a dividend. The holders of deferred shares will not have
the right to receive notice of any general meeting of the Company,
nor have any right to attend, speak or vote at any such meeting.
The deferred shares will also be incapable of transfer (other
than to the Company). In addition, holders of deferred shares
will only be entitled to a payment on a return of capital or
on a winding up of the Company after each of the holders of ordinary
shares has received a payment of GBP1,000,000 in respect of each
ordinary share. Accordingly, the deferred shares will have no
economic value. No application will be made for the deferred
shares to be admitted to trading on AIM nor to trading on any
other stock or investment exchange.
Voting Rights
1Spatial Plc has 110,805,795 ordinary shares of 10p in issue,
of which a total of 319,635 ordinary shares are held in treasury.
Therefore, the total number of ordinary shares with voting rights
is 110,486,160*.
* In addition, there are deferred consideration shares with an
approximate value of EUR0.03 million (EUR0.4m at 31 January 2021)
due to be issued in March 2023, in relation to the Geomap-Imagis
acquisition. See note 16.
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 2019 325,731,767 18,971 28,661 (303)
------------------------------ ------------ ------------- --------- -----------
Issue of shares 11,773,906 1,179 2,119 -
Share issue costs - - (301) -
At 31 January 2020 and at 31
January 2021 337,505,673 20,150 30,479 (303)
------------------------------ ------------ ------------- --------- -----------
There was no movement in share capital in the year. In the prior
year, of the 11,773,906 shares were issued in the year relating to
the Geomap-Imagis acquisition, 9,871,220 were issued for cash which
increased share capital by GBP987,000 and share premium by
GBP2,119,000 before share issue costs of GBP301,000. The remaining
1,902,686 were issued through acquisition of shares which increased
share capital by GBP192,000 and increased the merger reserve by
GBP435,000.
Own shares
The Group has 319,635 ordinary shares of 10p each and 3,500,000
deferred shares with a nominal value of 4p each held in treasury.
The consideration paid was GBP306,000.
15. Earnings/(loss) per ordinary share
Basic (loss)/profit per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2021 2020
GBP'000 GBP'000
Loss attributable to equity shareholders
of the Parent (1,125) (1,485)
2021 2020
Number Number
000s 000s
Ordinary shares with voting rights 110,486 107,284
Deferred consideration payable in shares 1,394 1,154
-------------------------------------------------------- ------------------- -------------------
Basic weighted average number of ordinary
shares 111,880 108,438
-------------------------------------------------------- ------------------- -------------------
Impact of share options/LTIPS 2,495 1,743
-------------------------------------------------------- ------------------- -------------------
Diluted weighted average number of ordinary
shares 114,375 110,181
-------------------------------------------------------- ------------------- -------------------
2021 2020
Pence Pence
Basic and diluted loss per share (1.0) (1.4)
Basic loss per share and diluted loss per share are the same
because the options are anti-dilutive. Therefore, they have been
excluded from the calculation of diluted weighted average number of
ordinary shares.
16. Post balance sheet events
Amendments to Geomap-Imagis Share Purchase Agreement (SPA)
The final step in the integration of Geomap-Imagis ("G-I"),
which was acquired in May 2019, was completed in March 2021. As
part of the restructuring, two of the G-I founders and former
directors will be leaving the business and the parties agreed to
amend the original SPA as explained below.
Under the original terms, the Group agreed to pay the vendors
consideration, which included EUR1,166,999 to be satisfied by the
issue by 1Spatial of ordinary shares (the "Consideration
Shares").
Of the consideration to be satisfied by the issue of the
Consideration Shares, EUR726,459 was satisfied immediately upon
Completion, with the balance of EUR440,540 to be satisfied on 30
March 2023 (the "Deferred Share Consideration Amount").
Accordingly, on Completion the Company issued to the vendors
1,902,686 new ordinary shares (the "Initial Consideration Shares"),
subject to a lock up obligation until 31 December 2021.
In connection with completion of the integration of G-I, the
Group has entered into an Amendment Agreement with these two GI
founders and former directors in March 2021 to amend the terms of
the original agreement primarily as follows:
-- Release 1,765,173 of the Initial Consideration Shares (the
"Released Shares") from the above-mentioned lock up obligation;
and
-- pay out in cash to certain of the vendors, at the earlier
date of 10 September 2022, EUR408,701 of the Deferred Share
Consideration Amount.
Pursuant to the terms of the Amendment Agreement, the Released
Shares remain subject to an orderly market provision for 3
months.
17. 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 .
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.
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END
FR BCGDSRGDDGBR
(END) Dow Jones Newswires
April 28, 2021 02:00 ET (06:00 GMT)
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