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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| 1spatial Plc | LSE:SPA | London | Ordinary Share | GB00BFZ45C84 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.50 | 0.86% | 58.50 | 57.00 | 60.00 | 58.50 | 58.50 | 58.50 | 19,581 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Computer Related Svcs, Nec | 30M | 1.06M | 0.0095 | 61.58 | 64.84M |
From Apr 2019 to Apr 2024
TIDMSPA
RNS Number : 7615M
1Spatial Plc
18 October 2016
18 October 2016
1Spatial plc (AIM: SPA)
("1Spatial", the "Group" or the "Company")
Interim Results for the six month period ended 31 July 2016
The Board of Directors of 1Spatial (the "Board"), the AIM Spatial Data company today announces the Group's unaudited interim results for the six month period ended 31 July 2016.
Highlights
Financial highlights
-- Increased revenues by 60% to GBP13.4m (July 2015: GBP8.4m) -- Strong recurring revenues of 45% -- Gross profit of increased by 10% to GBP5.2m (July 2015: GBP4.7m) -- Adjusted* EBITDA of GBP0.3m (July 2015: 0.9m) -- Loss after tax of GBP2.1m (July 2015: 1.5m) -- Net cash balance of GBP2.4m and bank overdraft facility of GBP3m
-- Strong sales bookings of GBP6m of which GBP5.2m relates to high gross margin Geospatial segment (January 2016: GBP8m split GBP4m Geospatial and GBP4m Cloud)
-- Outlook for January 2017 maintained
*Adjusted for strategic, integration, other one-off items and share-based payment charge
Operational highlights
-- Growing pipeline of opportunities and strong order book at high margins; enhanced by growing strategic relationships with enterprise vendors such as ESRI and HERE
-- Product and pricing strategy reviewed and aligned to market demand
-- Good performance from US business in first half with further progress expected in the second half
-- Acquisition of a controlling interest in US distributor 1Spatial Inc. (previously Laser Scan Inc.) in February for GBP0.9m - taking the Group's total holding in 1Spatial Inc. to 73 per cent
-- Growing pipeline of opportunities at high margins enhanced by growing strategic relationships with enterprise vendors
Post Period-End Highlights
-- Appointment of new Non-executive Chairman to the board - Andrew Roberts, who brings significant experience from both a technology and equity capital markets perspective
-- Announcement of reseller agreement with HERE.
Commenting on the results 1Spatial CEO, Marcus Hanke, said:
"The transition of the business model is well underway, Geospatial sales bookings have increased by 30% during the period, now at GBP5.2m. Revenues are significantly up on the prior year, however due to revenue recognition, higher margin revenues from the Geospatial business were down and this impacted the overall Adjusted EBITDA. The monetisation of our development strategy of moving our portfolio of IP and developing a modular solution stack, is expected to be seen more clearly over the coming periods. Therefore, the full year results will have a greater weighting to the second half, particularly in the high margin Geospatial business. Our pipeline and order book are strong and we expect to convert a significant proportion of the opportunities over the next six months, as well as continuing to review the cost base. Based on the current pipeline of licence deals due to the close in the second six months of the financial year, the Board still expects to deliver growth in Adjusted* EBITDA for the full year to January 2017 in line with market expectations."
For further information, please contact:
1Spatial plc 0203 427 5004 Marcus Hanke / Claire Milverton N+1 Singer 020 7496 3000 Shaun Dobson / Lauren Kettle FTI Consulting 020 3727 1000 Dwight Burden / Alex Le 1spatial@fticonsulting.com May
About 1Spatial
1Spatial helps its customers to manage some of the World's largest geospatial data sets - helping them collect, store, manage, repurpose, distribute and interpret location-specific information.
1Spatial's clients include national mapping and cadastral agencies, utility and telecommunications companies, and government departments including emergency services, defence and census bureaus.
A leader in the field, 1Spatial has over forty years' experience and a record of continual innovation and development. Today, with an ever increasing reliance on spatial and location-critical data, demand for our expertise has never been greater.
1Spatial operates globally, and has a portfolio of customers both in the Commercial and Government sector, with headquarters in Cambridge, UK and offices in France, Belgium, Ireland, Australia and the United States. To find our more, visit www.1spatial.com
Business review
The Group reports revenue of GBP13.4m and Adjusted* EBITDA of GBP0.3m. Whilst the revenue is an increase on the prior half year numbers the EBITDA is lower; however, management believes the Group is still on track to meet full year expectations which is an overall increase on the prior year revenues and Adjusted* EBITDA.
One of the key reasons for the increase in revenues is due to the inclusion of Enables IT in July 2015. Whilst the revenues have increased, the majority of the contribution is from lower margin Cloud business rather than higher margin Geospatial business. This has resulted in the overall Adjusted* EBITDA being down on the prior period from GBP0.9m to GBP0.3m.
Geospatial business
Geospatial sales bookings now stand at GBP5.2m, a rise of GBP1.2m since the last period end. Revenue and Adjusted* EBITDA in the Geospatial business are down compared to the prior period due to effects of the Group's changing business model, we have seen continued positive results from our US business, which is our key area of investment and growth driver for the future.
The main reason for the overall decline is due to a planned reduction in the sale of bespoke software solutions to some of our historic core clients, and a number of delays in licence sales from H1 into H2. This transition from a bespoke software solutions provider to a product led organisation has always been the business' stated strategy, however it was anticipated that the new revenue stream would replace the older revenue stream at a faster rate. We remain positive that this strategy will deliver in the medium term and help allow the Company to scale more quickly.
On a positive note, we have built a solid pipeline of opportunities during H1, of which a significant proportion should close in H2, including a significant number of licences. Another positive aspect of the pipeline is the growing potential customer opportunity in new key sectors and geographies including, for example, highways and transportation agencies in the US and asset management in the UK. This trend will help to increase customer diversification.
Our work with the US Census is accelerating as the 2020 census approaches. This is bringing new business from the US Census partner organisations like the State Department of Transports. We announced in July a deal with the US Federal government agency for US$1.7m, and this forms part of the USGBP5.2m order book at 31 July 2016.
During the period the Company's relationship with ESRI - one of the World's leading GIS companies - has continued to develop. 1Integrate for ArcGIS has now been sold to ten customers and there are a significant number of additional opportunities in the pipeline, particularly in the US. Whilst the revenue recognised in the period is relatively small given the annual licence pricing and revenue recognition on a monthly basis, this is a proof point of the success that can be achieved in the market with this product. Having launched the product globally in January 2016, it has taken more time than anticipated to get the commercial traction, although we believe this is a timing issue only and the opportunity remains exciting.
The Company has been working closely with leading mapping company, HERE, following the announcement of the strategic relationship. After the period end, 1Spatial announced an agreement to resell HERE data, which forms part of this strategic relationship to provide enterprise account solutions to clients. The order book at 31 July includes amounts in relation to delivery of sales in conjunction with HERE, which will be delivered in the second half of the year.
Cloud business
The Group acquired Enables IT Group on 23 July 2015, in return for GBP1.8m of the Company's shares, and its results are therefore included in the half year to July 2016, but were not in the comparative period.
Progress with the Enables IT Group has been good, with a large healthcare contract for GBP3m signed at the end of the last financial year being delivered in the period. The business continues to progress well with further large potential opportunities in the pipeline for both the UK and US businesses, which we believe will be closed in the second half of the year.
The rationale for the acquisition of Enables IT Group was to use Enables IT's data centers and managed service solutions in both the UK and US to provide cost effective managed service and cloud services to 1Spatial Group's businesses. During the period the Enables cloud solution has been used for Geospatial business, however there will be a number of circumstances where it is more appropriate for customers to use other cloud services that are available. We will continue to review the strategy and alignment between Enables IT and the Geospatial business.
Corporate transactions
The Company has made one strategic investment in the period under review as summarised below:
Laser Scan Inc. (LSI)
In February 2016, the group took a controlling interest in its US distributor 1Spatial Inc. (previously Laser Scan Inc.) taking the Group's total holding in 1Spatial Inc. to 73 per cent. 1Spatial now consolidates 1Spatial Inc. within its numbers. In the prior period, this was an associated undertaking.
Product and service offerings
We continue to focus on the development of our scalable open technology, enabling 1Spatial's products to integrate with enterprise technology vendors and thus widening the Group's addressable market and expanding its global reach.
We continue to work with ESRI and in July 2016, 1Spatial announced that 1Integrate for ArcGIS product was made available for Collector for ArcGIS mobile users in the field.
The Management team continue to examine our routes to market and the way our products are being consumed; constantly looking at ways to respond to customer needs. We have identified an unmet need for an outsourcing model where 1Spatial tools are used in-house to provide customers with a solution, rather than them buying and using our software. This is a service that we are currently trialling with a large utility provider in France.
Building the brand and creating demand
From a global perspective the US remains a key target market for the Company. We will leverage our existing customer base in the US market across the Group and open cross-sell opportunities and customer reference to support our go-to market strategy.
The ESRI relationship remains very important for 1Spatial as we build upon our awareness following the sponsorship and attendance at a number of key ESRI user groups in the UK and the US.
Successful campaigns and participation in industry-focused global events has resulted in a pipeline of potential new customer opportunities, and partners that the sales team will look to close in the second half of the year. These targeted activities, improving our brand reach and establishing local sales structures lay a solid foundation for development in the years to come, and a healthy sales pipeline.
Board and people
On 20 September, Andrew Roberts joined the Board as Non-executive Chairman. Andrew brings significant experience to 1Spatial from both a technology and equity capital markets perspective.
Mr Roberts led The Innovation Group plc from 2009 until its sale to Carlyle Group in 2016 for GBP500 million. During this time, the company grew to be a global business providing business services and software solutions. He has also been Chairman of Kewill plc, a leading international supply chain software business, Non-Executive Director and Chairman of Civica, a leading UK IT services business and prior to this was Non-Executive Chairman of Vega Group plc until its sale in 2008 to Finmeccanica SPA for GBP61 million.
As Non-Executive Chairman, Andy brings substantial industry experience at this exciting stage of the 1Spatial's development. Andy's has an exemplary track-record of working with management teams of international companies to deliver significant shareholder value and we look forward to working with Andy to help 1Spatial deliver on its strategy.
Financial performance
Income statement
Trading performance from sales to Adjusted EBITDA
A summary of the group's income statement is set out below:
Hot Features
Premium
6 months to July 2016 6 months to July 2015
------------------------------------- -------------------------------------
Central Geospatial Cloud Total Central Geospatial Cloud Total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue - 7.2 6.2 13.4 - 7.4 1.0 8.4
Cost of sales - (3.4) (4.8) (8.2) - (3.2) (0.5) (3.7)
Gross profit - 3.8 1.4 5.2 0.0 4.2 0.5 4.7
Gross profit
% - 53% 23% 39% - 57% 50% 56%
Overheads (1.2) (2.9) (0.8) (4.9) (1.1) (2.5) (0.2) (3.8)
Adjusted* EBITDA (1.2) 0.9 0.6 0.3 (1.1) 1.7 0.3 0.9
-------- ----------- ------ ------ -------- ----------- ------ ------
The overall revenues in the period were up on the prior period by 60% from GBP8.4m to GBP13.4m. The main reason for this was due to the inclusion of Enables IT in the Cloud segment which was acquired in July 2015.
Gross profit was also up on the prior period from GBP4.7m to GBP5.2m again, mainly as a result of the inclusion of Enables IT but also coupled with a decrease in the gross profit of the Geospatial division.
Overall Adjusted EBITDA of GBP0.3m was down on the prior period's result of GBP0.9m. The main reason was due to the reduced Adjusted EBITDA from the Geospatial division however this was partially offset by and improvement in the Cloud segment, following the acquisition of Enables IT in July 2015.
Each of the segments is discussed in more detail below:
Geospatial
An analysis of the geospatial segment by geography is set out below:
Jul-16 Jul-15
------------------------------------ ----------------------------
UK and UK and
France/Bel US Aus Total France/Bel Aus Total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 2.4 1.0 3.8 7.2 2.8 4.6 7.4
Cost of
sales (1.0) (0.3) (2.1) (3.4) (1.1) (2.1) (3.2)
Gross profit 1.4 0.7 1.7 3.8 1.7 2.5 4.2
Gross profit
% 58% 70% 45% 53% 61% 54% 57%
Overheads (1.1) (0.4) (1.4) (2.9) (1.0) (1.5) (2.5)
Adjusted*
EBITDA 0.3 0.3 0.3 0.9 0.7 1 1.7
----------- ------ ------- ------ ----------- ------- ------
Revenues
As mentioned in the business review, the main reason for the overall decline is due to a reduction in the sale of bespoke software solutions to some of our core clients and a delay in the recognition of licence sales. The positive news is that the US business is progressing well in line with our investment and expectations. The outlook for the US business is very positive.
Our revenue streams continue to be software licence fees, services and support and maintenance. The proportion that these streams represent of total revenue is approximately 11%, 42% and 47% respectively (2015: 15%, 42% and 43%). The main reduction in the period is with respect to licence revenues as noted above which is a result of delays. We still continue to maintain our strong support and maintenance revenue stream which provides good visibility on revenues and provides a strong customer base to build relationships and provide additional engagements.
Costs
Costs are broadly in line with the prior year from both a cost of sales and administrative expenses perspective. The only increase is the costs for the US business which reflect the deliberate investment in this strategically important region.
There have been some cost reduction initiatives during the period and there are some further reallocations of resources are planned for the second half which should have a positive impact on the H2 results.
Cloud
The cloud division revenues of GBP6.2m and Adjusted EBITDA of GBP0.6 arose mainly as a result of the inclusion of the Enables IT business.
The most significant portion of revenue in the Enables IT business was the recognition in the period of the significant order announced at the end of January 2016 with a US Healthcare provider for GBP3m. A large proportion of this order was for infrastructure which as at a relatively low margin and has impacted the overall gross margin for the period. The gross margin for the cloud division is currently running at 23% however a normal run-rate excluding this one-off large item is around 35%.
The Overall Adjusted EBITDA for Cloud was positive at GBP0.6m compared to the prior period of GBP0.3m, given the inclusion of Enables IT.
Head office
Head office costs are broadly in line with the prior year and are not anticipated to change in the second half of the year.
Results from Adjusted EBITDA to the loss for the period
A summary of the results from Adjusted* EBITDA to the loss for the period is set out below
HY17 HY16
GBPm GBPm
Adjusted* EBITDA 0.3 0.9
Depreciation (0.3) (0.1)
Amortisation of intangibles
assets (1.2) (0.8)
Share-based payments charge (0.4) (0.5)
Integration and strategic
costs (0.4) (0.8)
Operating loss (1.9) (1.3)
------ ------
Net finance income/(cost) 0.1 (0.1)
Share of associates loss (0.2) (0.1)
Loss before tax (2.1) (1.5)
------ ------
Tax - -
Loss for the period (2.1) (1.5)
------ ------
Amortisation of intangible assets has increased as result of the acquisition of Enables IT coupled with R&D spend which is now being commercially sold and therefore the intangible asset is being amortised. Depreciation has also increased in the period as a result of the inclusion of Enables IT.
Share-based payment charges are in line with the previous period.
Integration and strategic costs in the period mainly relate to the acquisition of 1Spatial Inc., redundancy costs and integration costs for Enables IT.
The share of associates' loss is in relation to Sitemap Ltd (prior year also included 1Spatial Inc.) and information on this associated undertaking is set out in note 9 to the half year statement.
Balance sheet
A summary of the balance sheet is set out below:
31 July 31 January
2016 2016
GBPm GBPm
Non-current assets 24.4 22.1
Current assets 12.3 16.2
Current liabilities (9.7) (11.0)
Non-current liabilities (1.6) (1.6)
25.4 25.7
-------- ------------
The balance sheet was strengthened in the period by a fundraise of GBP0.9m which was used to acquire the controlling interest in the LSI/1Spatial Inc. This investment was critical to the future strategy of the group in this key geographic market. The overall balance sheet reduced in the six months under review due to the losses incurred in the period.
Cash flow
The statutory cash flow is set out in the half year statement and set out below is a reconciliation from Adjusted EBITDA to the cash balance at both 31 July 2016 and 31 July 2015.
The most significant cash outflows in the period were with respect to net working capital of GBP0.7m and capital expenditure of GBP2.2m (GBP1.9m of this is in relation to investment in research and development).
There was also an issue of shares for GBP0.9m which was used to fund the acquisition of the controlling interest in LSI/1Spatial Inc. for GBP1m.
At the end of the period the Company had a cash balance of GBP2.4m, net of the Group's overdraft of GBP1.1m. The Group's overdraft facility totals GBP3m and is due for renewal in March 2017.
A reconciliation from Adjusted* EBITDA to cash is set out below:
HY17 HY16
GBPm GBPm
Adjusted* EBITDA 0.3 0.9
Exceptional items paid (0.3) (1.6)
Net working capital movement (0.7) 0.3
Net foreign exchange movement (0.5) 0.2
Acquisition of 1Spatial Inc. (previously
LSI) (1.0) (1.5)
Cash acquired with 1Spatial Inc./ HY16 (Enables
IT) 0.1 0.5
Capital expenditure including development
expenditure (2.2) (1.8)
Issue of shares (to acquire 1Spatial Inc.
in HY17) 0.9 1.9
Other (tax received) 0.4 (0.1)
Net cash outflow (3.0) (1.2)
Effect of foreign exchange 0.4 (0.2)
Opening net cash 5.0 7.8
Closing net cash 2.4 6.4
------ ------
Whilst there was a net cash outflow in the period, the above summary details some of the key cash outflows which are strategically important for the Group including the transaction with 1Spatial Inc. and the investment in the development activities.
Conclusion
During the period, we have continued to develop and deliver our world-class technology, increased our market and global reach and cemented strategic relationships with key partners.
The Adjusted* EBITDA profit of GBP0.3m was disappointing, however we still expect to show progress in the second half of the year based on the strong order book, pipeline and second half weighting.
Outlook
We have continued to transition 1Spatial to a more scalable business model, as well as making significant investment in sales and marketing, particularly in the US market, which remains key to our growth strategy.
The second half of the year is all about execution. We need to deliver on our order book and close our pipeline of opportunities, particularly with respect to licence sales.
Whilst there are some challenges in the second half of the year, the Board remains confident on its expectations for the full year, and the Board will keep the market updated of progress.
Condensed consolidated statement of comprehensive income
Six months ended 31 July 2016
Unaudited Audited Unaudited
Six months Six months
ended Year ended ended
31 July 31 January 31 July
2016 2016 2015
---------------------------------------- ----- ----------- ------------ -------------
Note GBP'000 GBP'000 GBP'000
---------------------------------------- ----- ----------- ------------ -------------
Revenue 13,423 20,738 8,445
Cost of sales (8,178) (8,960) (3,738)
---------------------------------------- ----- ----------- ------------ -------------
Gross profit 5,245 11,778 4,707
Administrative expenses (7,172) (12,119) (5,961)
---------------------------------------- ----- ----------- ------------ -------------
(1,927) (341) (1,254)
Adjusted* EBITDA 301 3,677 860
Less: depreciation (296) (427) (145)
Less: amortisation and impairment
of intangible assets (1,175) (1,474) (687)
Less: share-based payment charge (355) (977) (489)
Less: strategic, integration
and other one-off items 7 (402) (1,140) (793)
---------------------------------------- ----- ----------- ------------ -------------
Operating (loss)/profit (1,927) (341) (1,254)
Finance income 175 74 38
Finance cost (112) (105) (134)
---------------------------------------- ----- ----------- ------------ -------------
Net finance income/(cost) 63 (31) (96)
Share of net loss of associates
accounted for using the equity
method (237) (421) (139)
(Loss)/Profit before tax (2,101) (793) (1,489)
Income tax (charge)/credit (13) 805 (36)
---------------------------------------- ----- ----------- ------------ -------------
(Loss)/Profit for the period (2,114) 12 (1,525)
======================================== ===== =========== ============ =============
(Loss)/Profit for the period
attributable to:
Equity shareholders of the parent (2,193) 12 (1,525)
Non-controlling interest 79 - -
---------------------------------------- ----- ----------- ------------ -------------
(2,114) 12 (1,525)
======================================== ===== =========== ============ =============
Other comprehensive loss
Items that may subsequently be reclassified
to profit or loss:
Actuarial gains arising on defined
benefit pension, net of tax - 56 -
Exchange differences on translating
foreign operations 615 (140) (539)
Other comprehensive loss for
the period, net of tax 615 (84) (539)
======================================== ===== =========== ============ =============
Total comprehensive loss (1,499) (72) (2,064)
======================================== ===== =========== ============ =============
Total comprehensive loss attributable
to:
Equity shareholders of the parent (1,578) (72) (2,064)
Non-controlling interest 79 - -
---------------------------------------- ----- ----------- ------------ -------------
(1,499) (72) (2,064)
======================================== ===== =========== ============ =============
* Adjusted for strategic, integration and other exceptional
items and share-based payment (note 7).
(Loss)/Earnings per ordinary share expressed in pence per
ordinary share:
Basic 4 (0.30) 0.00 (0.23)
======================================== ===== =========== ============ ===========
Diluted 4 (0.30) 0.00 (0.23)
======================================== ===== =========== ============ ===========
Condensed consolidated statement of financial position
As at 31 July 2016
Audited
Unaudited * Restated Unaudited
As at As at As at
31 July 31 January 31 July
2016 2016 2015
-------------------------------------- ----- ---------- ------------ ----------
Note GBP'000 GBP'000 GBP'000
-------------------------------------- ----- ---------- ------------ ----------
Assets
Non-current assets
Intangible assets including goodwill 22,813 18,900 17,210
Property, plant and equipment 1,577 1,638 1,569
Interests in associates 9 29 1,577 1,859
Total non-current assets 24,419 22,115 20,638
-------------------------------------- ----- ---------- ------------ ----------
Current assets
Inventories 16 - 21
Trade and other receivables 9,952 10,815 8,364
Current income tax receivable 8 391 -
Cash and cash equivalents 2,364 4,996 6,739
Assets classified as held for
sale - - 927
-------------------------------------- ----- ---------- ------------ ----------
Total current assets 12,340 16,202 16,051
-------------------------------------- ----- ---------- ------------ ----------
Total assets 36,759 38,317 36,689
-------------------------------------- ----- ---------- ------------ ----------
Liabilities
Current liabilities
Trade and other payables (9,481) (10,686) (10,363)
Current income tax liabilities (17) - (23)
Borrowings - - (201)
Provisions (221) (385) (606)
Total current liabilities (9,719) (11,071) (11,193)
-------------------------------------- ----- ---------- ------------ ----------
Non-current liabilities
Borrowings - - (179)
Defined benefit pension obligation (507) (457) -
Deferred tax (1,085) (1,122) (2,036)
Total non-current liabilities (1,592) (1,579) (2,215)
-------------------------------------- ----- ---------- ------------ ----------
Total liabilities (11,311) (12,650) (13,408)
Net assets 25,448 25,667 23,281
====================================== ===== ========== ============ ==========
Share capital and reserves
Share capital 10 16,449 16,223 16,223
Share premium account 22,931 22,264 22,376
Own shares held (303) (306) (306)
Equity-settled employee benefits
reserve 3,045 2,688 2,125
Merger reserve 15,347 15,347 15,404
Reverse acquisition reserve (11,584) (11,584) (11,584)
Currency translation reserve 183 (432) (831)
Accumulated losses (20,726) (18,533) (20,126)
-------------------------------------- ----- ---------- ------------ ----------
Equity attributable to shareholders
of the parent company 25,342 25,667 23,281
Non-controlling interests 106 - -
Total equity 25,448 25,667 23,281
====================================== ===== ========== ============ ==========
* During the course of the integration of the Enables IT group, additional loss-making contract provisions were identified as being required on acquisition. As these were identified within 12 months of the acquisition, they have been reflected as fair value adjustments at acquisition in accordance with IFRS 3, 'Business combinations'. The adjustment has been to increase goodwill and provisions by GBP41,000.
Condensed consolidated statement of changes in equity
Period ended 31 July 2016
Equity-settled
Share Own employee Reverse Currency Non-
Share premium shares benefits Merger acquisition translation Accumulated Total controlling Total
GBP'000 capital account held reserve reserve reserve reserve losses * interest equity
Balance at 1
February 2015 15,572 20,608 (306) 1,711 13,900 (11,584) (292) (18,601) 21,008 - 21,008
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Comprehensive
income/(loss)
Profit for the
year - - - - - - - 12 12 - 12
Other
comprehensive
income/(loss)
Actuarial gains
arising on
defined benefit
pension - - - - - - - 56 56 - 56
Exchange
differences on
translating
foreign
operations - - - - - - (140) - (140) - (140)
Total other
comprehensive
income - - - - - - (140) 56 (84) - (84)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Total
comprehensive
income/(loss) - - - - - - (140) 68 (72) - (72)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Transactions
with owners
recognised
directly in
equity
Issue of share
capital 651 1,656 - - 1,447 - - - 3,754 - 3,754
Recognition of
share-based
payments - - - 977 - - - - 977 - 977
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
651 1,656 - 977 1,447 - - - 4,731 - 4,731
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Balance at 31
January 2016
(Audited) 16,223 22,264 (306) 2,688 15,347 (11,584) (432) (18,533) 25,667 - 25,667
================= ======== ======== ======= =============== ======== ============ ============ ============ ======== ============= ========
Comprehensive
income/(loss)
Loss for the
period - - - - - - - (2,193) (2,193) 79 (2,114)
Other
comprehensive
income/(loss)
Exchange
differences on
translating
foreign
operations - - - - - - 615 - 615 - 615
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Total other
comprehensive
loss 615 (2,193) (1,578) 79 (1,499)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Total
comprehensive
loss 615 (2,193) (1,578) 79 (1,499)
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Transactions
with owners
recognised
directly in
equity
Exercise of
share options
(note 10) - 11 3 - - - - - 14 - 14
Issue of share
capital (note
10) 226 656 - - - - - - 882 - 882
Recognition of
share-based
payments - - - 357 - - - - 357 - 357
226 667 3 357 - - - - 1,253 - 1,253
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Transactions
with
non-controlling
interest
Non-controlling
interest
arising on
acquisition - - - - - - - - - 27 27
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
- - - - - - - - - 27 27
----------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- --------
Balance at 31
July 2016
(Unaudited) 16,449 22,931 (303) 3,045 15,347 (11,584) 183 (20,726) 25,342 106 25,448
================= ======== ======== ======= =============== ======== ============ ============ ============ ======== ============= ========
* Total equity attributable to the equity shareholders of the parent.
Condensed consolidated statement of changes in equity
Period ended 31 July 2015
Equity-settled
Share Own employee Reverse Currency Non-
Share premium shares benefits Merger acquisition translation Accumulated Total controlling Total
GBP'000 capital account held reserve reserve reserve reserve losses * interest equity
Balance at 1
February 2015 15,572 20,608 (306) 1,711 13,900 (11,584) (292) (18,601) 21,008 - 21,008
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Comprehensive
income/(loss)
Loss for the
period - - - - - - - (1,525) (1,525) - (1,525)
Other
comprehensive
income/(loss)
Exchange
differences
on
translating
foreign
operations - - - - - - (539) - (539) - (539)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Total other
comprehensive
loss - - - - - - (539) - (539) - (539)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Total
comprehensive
loss - - - - - - (539) (1,525) (2,064) - (2,064)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Transactions
with owners
recognised
directly in
equity
Issue of share
capital 651 1,768 - (75) 1,504 - - - 3,848 - 3,848
Recognition of
share-based
payments - - - 489 - - - - 489 - 489
651 1,768 - 414 1,504 - - - 4,337 - 4,337
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ------------ -------- ------------- ---------
Balance at 31
July 2015
(Unaudited) 16,223 22,376 (306) 2,125 15,404 (11,584) (831) (20,126) 23,281 - 23,281
=============== ======== ======== ======= =============== ======== ============ ============ ============ ======== ============= =========
* Total equity attributable to the equity shareholders of the parent.
Condensed consolidated statement of cash flows
Period ended 31 July 2016
Unaudited Audited Unaudited
31 July 31 January 31 July
2016 2016 2015
Note GBP'000 GBP'000 GBP'000
---------------------------------------- ------ ---------- ----------- ----------
Cash flows from operating activities
Cash (used in)/generated from
operations a) (1,306) (721) (581)
Interest received 23 74 38
Interest paid (77) (105) (134)
Tax received/(paid) 420 55 122
Net cash (used in)/generated from
operating activities (940) (697) (555)
------------------------------------------------ ---------- ----------- ----------
Cash flows from investing activities
Acquisition of subsidiaries (net
of cash acquired) (852) 465 465
Acquisition of interest in associate - (1,498) (1,498)
Purchase of property, plant and
equipment (251) (841) (550)
Expenditure on product development
and intellectual property capitalised (1,935) (3,011) (1,262)
Proceeds from sale of property,
plant and equipment 82 52 56
Proceeds from the sale of building
(asset previously held for sale) - 687 -
Net cash used in investing activities (2,956) (4,146) (2,789)
------------------------------------------------ ---------- ----------- ----------
Cash flows from financing activities
Repayment of borrowings - (438) (25)
Net proceeds from issue of ordinary
share capital 896 1,940 2,035
Net cash generated from financing
activities 896 1,502 2,010
------------------------------------------------ ---------- ----------- ----------
Net decrease in cash and cash
equivalents (3,000) (3,341) (1,334)
Cash and cash equivalents at start
of period 4,996 8,250 8,250
Effects of foreign exchange on
cash and cash equivalents 368 87 (177)
Cash and cash equivalents at end
of period 2,364 4,996 6,739
------------------------------------------------ ---------- ----------- ----------
Notes to the condensed consolidated statement of cash flows
a) Cash (used in)/generated from operations
Unaudited Audited Unaudited
As at As at 31 As at
31 July January 31 July
2016 2016 2015
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- --------- ----------
Loss before tax (2,101) (793) (1,489)
Adjustments for:
Share of net loss of associates 237 421 -
Net finance (income)/cost (63) 31 96
Depreciation 296 427 145
Amortisation and impairment 1,175 1,474 687
Share-based payment charge 355 977 489
Loss on disposal of property, plant
and equipment 32 18 18
Loss on disposal of building (asset - 272 -
previously held for sale)
(Increase)/decrease in inventories (16) - -
Decrease/(Increase) in trade and other
receivables 1,876 (2,710) (221)
Increase/(Decrease) in trade and other
payables (2,356) 134 82
Increase/(Decrease) in provisions (202) (1,283) (545)
Increase in defined benefit pension - 513 -
obligation
Net foreign exchange movement (539) (202) 157
Cash (used in)/generated from operations (1,306) (721) (581)
--------------------------------------------- ---------- --------- ----------
b) Reconciliation of net cash flow to movement in net funds
Unaudited Audited Unaudited
As at As at 31 As at
31 July January 31 July
2016 2016 2015
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- --------- ----------
(Decrease)/Increase in cash in the
period (3,000) (3,341) (1,334)
Net cash outflow in respect of borrowings repaid - 438 25 --------------------------------------------- ---------- --------- ---------- Changes resulting from cash flows (3,000) (2,903) (1,309) Effect of foreign exchange 368 82 (149) --------------------------------------------- ---------- --------- ---------- Change in net funds (2,632) (2,821) (1,458) Net funds at beginning of period 4,996 7,817 7,817 --------------------------------------------- Net funds at end of period 2,364 4,996 6,359 --------------------------------------------- ---------- --------- ---------- Analysis of net funds Cash and cash equivalents classified as: Current assets 2,364 4,996 6,739 Bank and other loans - - (380) Net funds at end of period 2,364 4,996 6,359 --------------------------------------------- ---------- --------- ----------
Notes to the Interim Financial Statements
1. Principal activity
1Spatial plc is a public limited company which is listed on the AIM London Stock Exchange and is incorporated and domiciled in the UK. The address of the registered office is 40 Dukes Place, London, EC3A 7NH. The registered number of the Company is 5429800.
The principal activity of the Group is the development and sale of IT software along with related consultancy and support. The principal activity of the Company is that of a parent holding company which manages the Group's strategic direction and underlying subsidiaries.
2. Basis of preparation
The condensed consolidated interim financial information for the six months ended 31 July 2016, has been prepared in accordance with the accounting policies that are expected to be adopted in the Group's full financial statements for the year ended 31 January 2017 and are not expected to be significantly different to those set out in the Group's audited financial statements for the year ended 31 January 2016.
The financial information for the half years ended 31 July 2016 and 31 July 2015 is neither audited nor reviewed and does not constitute statutory financial statements within the meaning of section 434(3) of the Companies Act 2006 for 1Spatial plc or for any of the entities comprising the 1Spatial Group. Statutory financial statements for the preceding financial year ended 31 January 2016 were filed with the Registrar and included an unqualified auditors' report.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly condensed consolidated financial statements.
3. Taxation
The tax expense on the result for the six months ended 31 July 2016 is based on the estimated tax rates in the jurisdictions in which the Group operates, for the year ending 31 January 2017.
4. (Loss)/Earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
Unaudited Audited Unaudited
As at As at As at
31 July 31 January 31 July
2016 2016 2015
GBP'000 GBP'000 GBP'000
--------------------------------------------- ---------- ------------ ----------
(Loss)/profit attributable to equity
holders (2,193) 12 (1,525)
Adjustments:
Profit attributable to non-controlling
interest 79 - -
Income tax charge/(credit) 13 (805) 36
Net finance (income)/cost (63) 31 96
Share of net loss of associates accounted
for using the equity method 237 421 139
Depreciation 296 427 145
Amortisation and impairment of intangible
assets 1,175 1,474 687
Share-based payment charge 355 977 489
Strategic, integration and other one-off
items 402 1,140 793
--------------------------------------------- ---------- ------------ ----------
Adjusted EBITDA 301 3,677 860
Number Number Number
000s 000s 000s
--------------------------------------------- ---------- ------------ ----------
Basic weighted average number of ordinary
shares 719,604 691,283 666,666
Impact of options and warrants 306 3,593 4,004
Diluted weighted average number of ordinary
shares 719,910 694,876 670,670
--------------------------------------------- ---------- ------------ ----------
Unaudited Audited Unaudited
As at As at As at
31 July 31 January 31 July
2016 2016 2015
Pence Pence pence
----------------------------------- ---------- ------------ ----------
Basic earnings/(loss) per share (0.30) 0.00 (0.23)
----------------------------------- ---------- ------------ ----------
Diluted earnings/(loss) per share (0.30) 0.00 (0.23)
----------------------------------- ---------- ------------ ----------
Basic Adjusted EBITDA per share 0.04 0.53 0.13
----------------------------------- ---------- ------------ ----------
Diluted Adjusted EBITDA per share 0.04 0.53 0.13
----------------------------------- ---------- ------------ ----------
5. Dividends
No dividend is proposed for the six months ended 31 July 2016 (31 January 2016: nil; 31 July 2015: nil).
6. Segmental information
Central
costs Geospatial Cloud Services Total
31 July 2016 GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 7,229 6,194 13,423
Cost of sales - (3,447) (4,731) (8,178)
----------------------------------- --------- ----------- --------------- ---------
Gross profit - 3,782 1,463 5,245
Administrative expenses (1,762) (4,055) (1,355) (7,172)
Adjusted EBITDA (1,182) 908 575 301
Less: depreciation (28) (119) (149) (296)
Less: amortisation and impairment
of intangible assets - (907) (268) (1,175)
Less: share-based payment
charge (275) (80) - (355)
Less: strategic, integration
and other one-off items (277) (75) (50) (402)
----------------------------------- --------- ----------- --------------- ---------
Total operating (loss)/profit (1,762) (273) 108 (1,927)
Finance income - 175 - 175
Finance cost (52) (50) (10) (112)
----------------------------------- --------- ----------- --------------- ---------
Net finance income / (cost) (52) 125 (10) 63
Share of net loss of associates
accounted for using the
equity method - (40) (197) (237)
(Loss)/profit before tax (1,814) (188) (99) (2,101)
Tax - 12 (25) (13)
(Loss)/profit for the year (1,814) (176) (124) (2,114)
----------------------------------- --------- ----------- --------------- ---------
Central
costs Geospatial Cloud Services Total
31 January 2016 GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 15,957 4,781 20,738
Cost of sales - (6,172) (2,788) (8,960)
----------------------------------- --------- ----------- --------------- ---------
Gross profit - 9,785 1,993 11,778
Administrative expenses (3,216) (7,480) (1,423) (12,119)
Adjusted EBITDA (2,105) 4,659 1,123 3,677
Less: depreciation (74) (220) (133) (427)
Less: amortisation and impairment
of intangible assets - (1,114) (360) (1,474)
Less: share-based payment
charge (690) (286) (1) (977)
Less: strategic, integration
and other one-off items (347) (734) (59) (1,140)
----------------------------------- --------- ----------- --------------- ---------
Total operating (loss)/profit (3,216) 2,305 570 (341)
Finance income 9 65 - 74
Finance cost (3) (95) (7) (105)
----------------------------------- --------- ----------- --------------- ---------
Net finance income / (cost) 6 (30) (7) (31)
Share of net loss of associates
accounted for using the
equity method - (148) (273) (421)
(Loss)/profit before tax (3,210) 2,127 290 (793)
Tax - 495 310 805
(Loss)/profit for the year (3,210) 2,622 600 12
----------------------------------- --------- ----------- --------------- ---------
Central
costs Geospatial Cloud Services Total
31 July 2015 GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 7,415 1,030 8,445
Cost of sales - (3,195) (543) (3,738)
----------------------------------- --------- ----------- --------------- ---------
Gross profit - 4,220 487 4,707
Administrative expenses (1,986) (3,554) (421) (5,961)
Adjusted EBITDA (1,135) 1,721 274 860
Less: depreciation (38) (101) (6) (145)
Less: amortisation and impairment
of intangible assets - (539) (148) (687)
Less: share-based payment
charge (430) (58) (1) (489)
Less: strategic, integration
and other one-off items (383) (357) (53) (793)
----------------------------------- --------- ----------- --------------- ---------
Total operating (loss)/profit (1,986) 666 66 (1,254)
Finance income 8 30 - 38
Finance cost (1) (132) (1) (134)
----------------------------------- --------- ----------- --------------- ---------
Net finance income / (cost) 7 (102) (1) (96)
Share of net loss of associates
accounted for using the
equity method - (72) (67) (139)
(Loss)/profit before tax (1,979) 492 (2) (1,489)
Tax - (31) (5) (36)
(Loss)/profit for the year (1,979) 461 (7) (1,525)
----------------------------------- --------- ----------- --------------- ---------
7. Strategic, integration and other one-off items
In accordance with the Group's policy for strategic, integration and other one-off items, the following charges were included in this category for the period:
Six months Year ended Six months
ended 31 January ended
31 July 2016 2016 31 July 2015
GBP'000 GBP'000 GBP'000
------------------------------------- -------------- ------------ --------------
Costs associated with corporate
transactions and other strategic
costs 124 689 410
Redundancy, relocation, rebranding
and other integration costs 226 250 105
Group rationalisation costs 26 - -
Loss-making contract release in
Belgium - (254) -
Defined benefit pension provision
France - 454 217
Loss on sale of building in Belgium - 272 -
Training and other costs associated
with the implementation of the
new ERP system - 11 6
Release of liability for sales
tax exposure - (411) -
Other 26 129 55
------------------------------------- -------------- ------------
Total 402 1,140 793
------------------------------------- -------------- ------------ --------------
8. Business combinations
On 3 February 2015 the Group entered into a share purchase agreement to acquire 47% of US distributor Laser Scan Inc. ("LSI"), the US-based provider of spatial data solutions for cash consideration of US$2.25m (GBP1.5m).
On 29 February 2016, the Group exercised its call option to acquire a further 26% of LSI for US$1.3m (GBP0.9m), payable in cash, taking the Group's total holding in LSI to 73%. LSI was subsequently renamed 1Spatial Inc. 1Spatial Inc. is the sole distributor of 1Spatial geospatial products and solutions across the Americas, which includes significant contracts with the US Census Bureau. The acquisition strengthens 1Spatial's position within the US market, which is a significant opportunity for the Group and will be a key area focus for this financial year.
As part of the agreement signed on 3 February 2015, the Group has the right to acquire the remaining 27% of 1Spatial Inc. from 1 February 2017.
The following table summarises the consideration paid for the 1Spatial Inc. non-controlling interests and the provisional fair value of assets acquired and liabilities assumed at the acquisition date:
GBP'000
Value of consideration 2,448
Share of associate losses (187)
--------
Total purchase consideration 2,261
========
Provisional fair values of assets and liabilities
at the date of acquisition:
Intangible assets 250
Property, plant and equipment 36
Cash and cash equivalents 98
Trade and other receivables 481
Trade and other payables (665)
Deferred tax liabilities (100)
--------
Total identifiable net assets 100
* Attributable to non-controlling interests 27
* Attributable to equity shareholders of the parent 73
Goodwill 2,188
--------
Total consideration 2,261
========
Satisfied by:
* Cash 2,448
--------
Total consideration payable in cash 2,448
========
Net cash outflow arising on acquisition
* Cash consideration 2,448
* Less: cash and cash equivalents acquired (98)
--------
2,350
========
9. Interests in associates
Investments in associates are stated at cost less provision for any impairment and are accounted for using the equity method.
As at As at As at
31 July 31 January 31 July
2016 2016 2015
GBP'000 GBP'000 GBP'000
----------------------------------------------- --------- ------------ ---------
Carrying value recognised in the statement
of financial position 29 1,577 1,859
Share of net loss recognised in the statement
of comprehensive income 237 421 139
The associates of the Group in the period are set out below:
Place of
incorporation Proportion of ownership Proportion of voting
Principal (or registration) interest power held
Name activity and operation % %
31 July 31 January 31 July 31 July 31 January 31 July
2016 2016 2015 2016 2016 2015
Location-based
Sitemap software United
Ltd (Note 1) Kingdom 49% 49% 49% 49% 49% 49%
1Spatial
Inc. Location-based
(previously software United
LSI) (Note 2) States 73% 47% 47% 73% 47% 47%
Note 1: Sitemap Ltd was acquired on 30 January 2015, and brings a new, although complementary, opportunity to the Group in its potential to generate revenue from data services.
Note 2: 1Spatial Inc. - the sole US-based distributor of 1Spatial geospatial products and solutions across the Americas - was acquired on 3 February 2015 by 1Spatial Holdings Limited (a wholly-owned subsidiary of 1Spatial plc) to provide 1Spatial with long-term security of its Americas distribution channel, and ensure continuity of service to key customers. 47 per cent was acquired for cash consideration of US$2.25m (GBP1.5m).
Under the terms of the agreement, 1Spatial Holdings has a call option to acquire the remaining 53 per cent of 1Spatial Inc. in two tranches, on 1 February 2016 and 1 February 2017, for total deferred consideration of US$2.55m, payable in cash or satisfied by the issue of new ordinary shares in 1Spatial. If this option is not exercised, the seller has the right to buy back the holding for US$1.125m, being 50 per cent of the original consideration.
On 29 February 2016, the Group exercised its call option to acquire a further 26% of 1Spatial Inc. for US$1.3m (GBP0.9m), payable in cash, taking the Group's total holding in 1Spatial Inc. to 73 per cent (note 8).
Summarised financial information for associates
The financial information reflects the amounts presented in the financial statements of the associates (and not the Group's share of those amounts).
Summarised statement of financial position
Sitemap Ltd 1Spatial Inc.
As at As at
31 July 31 January 29 February 31 January
2016 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000
Note
1
Current assets 165 131 579 567
Non-current assets 498 613 579 965
Current liabilities (1,105) (636) (665) (650)
Net (liabilities)/assets (442) 108 493 882
Note 1 - 1Spatial Inc.'s information shown here is as at 29 February 2016 (not 31 July 2016) when it ceased to be an associate and became a subsidiary of the Group.
Summarised statement of comprehensive income
Sitemap Ltd 1Spatial Inc.
For the period For the period
ended ended
31 July 31 January 29 February 31 January
2016 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000
Note 1
Revenue - - 174 2,124
Gross profit (104) (104) 73 1,267
Administrative expenses (61) (216) (158) (1,582)
Adjusted EBITDA (104) (129) (71) (89)
Depreciation (3) (1) (1) (6)
Amortisation of intangible
assets (55) (111) - (53)
Strategic, integration
and other one-off items (3) (79) (13) (167)
---------------------------- -------- ----------- ------------ -----------
Operating loss (165) (320) (85) (315)
Total comprehensive
expense (165) (320) (85) (315)
Share of associate
- equity method (81) (157) (40) (148)
Note 1 - 1Spatial Inc.'s information for the period shown above is for the period that it was an associate - being 1 February to 29 February 2016.
10. Share capital
As at As at
31 July 31 January
2016 2016
GBP'000 GBP'000
---------------------------------------------- --------- ------------
Allotted, called up and fully paid
738,135,558 (Jan 2016: 715,499,308) ordinary
shares of 1p each 7,381 7,155
226,699,878 (Jan 2016: 226,699,878) deferred
shares of 4p each 9,068 9,068
---------------------------------------------- --------- ------------
16,449 16,223
---------------------------------------------- --------- ------------
On 19 April 2016, 303,644 ordinary shares were transferred out of treasury shares to satisfy an exercise of employee options, leaving a balance of 3,196,356 ordinary shares in treasury.
On 29 June 2016, 1Spatial plc issued 22,636,250 new ordinary shares in the capital of the Company at a price of 4p per share, principally to satisfy the consideration due to the shareholders of Laser Scan Inc. (now 1Spatial Inc.) following the exercise on 29 February 2016 of the call option held by the Company. Total gross proceeds of GBP0.9m were raised resulting in GBP0.2m additional share capital and GBP0.7m additional share premium.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FMMMGRNNGVZM
(END) Dow Jones Newswires
October 18, 2016 02:00 ET (06:00 GMT)
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