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REG - 1Spatial Plc - Final results for the year ended 31 January 2017 <Origin Href="QuoteRef">SPA.L</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRSW9299Fb 

                  2,310         734                                614            -                               1,348       
 Reclassified as held for sale  (254)                     (215)          -                               (469)         -                                  -              -                               -           
 Disposal                       (339)                     -              -                               (339)         -                                  -              -                               -           
 Impairment                     -                         (1,562)        (3,515)                         (5,077)       -                                  -              -                               -           
 Foreign exchange               -                         -              397                             397           -                                  -              (106)                           (106)       
 Closing NBA                    480                       4,493          4                               4,977         1,073                              3,960          3,122                           8,155       
 
 
The impairment in 1Spatial includes £399,000 which relates to goodwill on the
Enables IT acquisition in July 2015 that was originally attributable to
synergies with 1Spatial.  The Group's subsequently changed its strategy making
this synergy no longer achievable. 
 
Basis for calculation of recoverable amount 
 
The Group has prepared, and formally approved, a five-year plan for each CGU. 
The detailed plan put together by the management team and the Board makes
judgements and assessments on revenue and gross profit expectations.  This is
from both contracted and pipeline revenue streams. It also takes account of
historic success of winning new work and has been prepared in accordance with
IAS 36, 'Impairment of Assets'. 
 
The key assumptions used in the value in use calculations were the pre-tax
discount rates applied (18%) for all CGUs and the growth assumptions for each
CGU.  1Spatial (excluding France and Belgium) has forecast growth in sales and
corresponding costs for the year ending 31 January 2018 (12% and 2%
respectively).  Growth is forecast at 10% for the following three years and 5%
thereafter.  1Spatial France and Belgium has forecast an increase in sales of
22% for the year ending 31 January 2018 and a decrease in overheads of 3% for
the year ending 31 January 2018.  Growth is forecast at 30% for the next two
years and 10% thereafter.  Enables IT has forecast growth in sales and
corresponding costs for the year ending 31 January 2018 (2% and 2%
respectively).  Growth is forecast at 10% for the following three years and 5%
thereafter.  Subsequent to its acquisition, 1Spatial Inc. has been included
with 1Spatial as a CGU.  An impairment review has been performed and
impairment identified in 1Spatial as well as in 1Spatial France and Belgium.
In 1Spatial France and Belgium, all remaining intangible assets would be
impaired if the growth rates were decreased to those of the other two CGUs. 
 
The rates used in the above assumptions are consistent with management's
knowledge of the industry and strategic plans going forward. The assumptions
noted above have been given in terms of revenue and overhead percentage
growth. For 2018 and subsequent years, the assumption has been provided in
terms of growth on the prior year EBIT margin. The terminal growth rate of 2%
does not exceed the long-term growth rate for the business in which the CGUs
operate.  Discount rates used are pre-tax and reflect specific risks relating
to the relevant segments.  The forecasts are most sensitive to changes in
revenue and overhead assumptions (taken together as the EBIT margin). There
would have to be a reduction in forecast EBIT margin by 56% in the year ending
31 January 2018 for the headroom to be removed on Enables IT. 
 
6.   Interests in associates 
 
Investments in associates are stated at cost less provision for any
impairment. 
 
Associates are accounted for using the equity method in this preliminary
information as set out in the Group's accounting policies. 
 
                                                                                 2017£'000  2016£'000  
 Carrying value recognised in the statement of financial position at 31 January  -          1,577      
 Share of net loss recognised in the statement of comprehensive income:          266        421        
 
 
Details of the associate at 31 January 2017 are as follows: 
 
 Name                                   Principal activity       Place of incorporation (or registration) and operation  Proportion of ownership interest  Proportion of voting power held  
                                                                                                                         31 January 2017                   31 January 2016                  31 January 2017  31 January 2016  
 Sitemap Ltd(Note 1)                    Location-based software  United Kingdom                                          49%                               49%                              49%              49%              
 1Spatial Inc.(previously LSI)(Note 2)  Location-based software  United States                                           73%                               47%                              73%              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.  The Group's share of the assets including
goodwill of the associate is £nil (2016: £227,000). 
 
Note 2: 1Spatial Inc. - the sole US-based distributor of 1Spatial geospatial
products and solutions across the Americas - was acquired on 3 February 2015
by 1Spatial Holdings Limited (a wholly-owned subsidiary of 1Spatial plc) to
provide 1Spatial with long-term security of its Americas distribution channel,
and ensure continuity of service to key customers.  47 per cent was acquired
for cash consideration of US$2.25m (£1.5m). 
 
On 29 February 2016, the Group exercised its call option to acquire a further
26 per cent of 1Spatial Inc. for US$1.3m (£0.9m), paid in cash, taking the
Group's total holding in 1Spatial Inc. to 73 per cent.  The remaining 27 per
cent call option was exercised on 11 April 2017 for consideration of US$0.9m,
satisfied by the issue of new ordinary shares in 1Spatial. 
 
The Group's share of the assets including goodwill of the associate is £nil
(2016: £1,350,000). 
 
Summarised financial information for associates 
 
The financial information reflects the amounts presented in the financial
statements of the associates (and not the Group's share of those amounts). 
 
Summarised statement of financial position 
 
                      Sitemap Ltd      1Spatial Inc. (previously Laser Scan Inc.)  
                      As at            As at                                       
                      31 January 2017  31 January 2016                             31 January 2017  31 January 2016  
                      £'000            £'000                                       £'000            £'000            
                                                                                   Note 3                            
 Current assets       54               131                                         461              567              
 Non-current assets   1,055            613                                         286              965              
 Current liabilities  (1,395)          (636)                                       (187)            (650)            
 Net assets           (286)            108                                         560              882              
 
 
Summarised statement of comprehensive income 
 
                                                         Sitemap Ltd         1Spatial Inc. (previously Laser Scan Inc.)  
                                                         For the year ended  For the year ended                          
                                                         31 January 2017     31 January 2016                             31 January 2017  31 January 2016  
                                                         £'000               £'000                                       £'000            £'000            
                                                                                                                         Note 3                            
 Revenue                                                 -                   -                                           174              2,124            
 Gross profit                                            (120)               (104)                                       73               1,267            
                                                                                                                                                           
 Administrative expenses                                 (274)               (216)                                       (395)            (1,582)          
                                                                                                                                                           
 Adjusted EBITDA                                         (124)               (129)                                       (292)            (89)             
 Less: depreciation                                      (4)                 (1)                                         (1)              (6)              
 Less: amortisation and impairment of intangible assets  (111)               (111)                                       -                (53)             
 Less: strategic, integration and other one-off items    (155)               (79)                                        (29)             (167)            
 Operating loss                                          (394)               (320)                                       (322)            (315)            
                                                                                                                                                           
 Net finance cost                                        -                   -                                           -                -                
                                                                                                                                                           
 Pre-tax loss from continuing operations                 (394)               (320)                                       (322)            (315)            
                                                                                                                                                           
 Taxation                                                -                   -                                           -                -                
                                                                                                                                                           
 Post-tax loss from continuing operations                (394)               (320)                                       (322)            (315)            
 
 
There are no items in other comprehensive income or expense. 
 
Note 3:  The investment in 1Spatial Inc. was made on 3 February 2015.  It
became a subsidiary in February 2016 when the Group exercised its option to
purchase a further 26% of the share capital of 1Spatial Inc. (see note 14). 
The summarised statement of financial position relating to 1Spatial Inc. above
is as at the date before it ceased to be an associate, and the summarised
statement of comprehensive income relating to 1Spatial Inc. above is for the
period that it was an associate. 
 
Reconciliation of the summarised financial information presented to the
carrying value of the interest in associates: 
 
                                                                        Sitemap Ltd         1Spatial Inc. (previously Laser Scan Inc.)  Total               
                                                                        For the year ended  For the year ended                          For the year ended  
                                                                        31 January 2017     31 January 2016                             31 January 2017     31 January 2016  31 January 2017  31 January 2016  
                                                                        £'000               £'000                                       £'000               £'000            £'000            £'000            
                                                                                                                                        Note 3                                                                 
 Opening net assets                                                     108                 428                                         882                 -                990              428              
 Net assets at time of investment                                       -                   -                                           -                   1,197            -                1,197            
 Loss for the period                                                    (394)               (320)                                       (322)               (315)            (716)            (635)            
 Closing net assets                                                     (286)               108                                         560                 882              274              990              
 Interests in associates (49%, 47%)                                     (140)               53                                          263                 415              123              468              
 Transfer on acquisition of control                                     -                   -                                           (1,198)             -                (1,198)          -                
 Amounts charged by group companies, capitalised in non-current assets  (34)                (116)                                       -                   -                (34)             (116)            
 Goodwill                                                               174                 290                                         935                 935              1,109            1,225            
 Carrying value                                                         -                   227                                         -                   1,350            -                1,577            
 
 
7.   Trade and other receivables 
 
 Current                                              2017£'000  2016£'000  
 Trade receivables                                    5,552      6,069      
 Less: provision for impairment of trade receivables  (626)      (45)       
                                                      4,926      6,024      
 Other taxes and social security                      144        119        
 Other receivables                                    1,278      1,645      
 Prepayments and accrued income                       2,581      3,027      
                                                      8,929      10,815     
 
 
The fair value of the Group's trade receivables and other receivables is the
same as its book value stated above.  No interest is charged on overdue
receivables. 
 
At 31 January 2017, trade receivables of £3,808,000 (2016: £4,008,000) were
fully performing.  The Group has provided fully for all receivables which are
not considered recoverable.  Before accepting any new customer, the Group
assesses the potential customer's credit quality and defines credit limits by
customer. 
 
At 31 January 2017, trade receivables of £1,118,000 (2016: £2,016,000) were
past due but not impaired.  The ageing analysis of these customers is set out
below.  There has been no change in the credit quality of these balances; they
relate to customers where there is no history of default and are still
considered fully recoverable. 
 
                         2017£'000  2016£'000  
 Up to 3 months overdue  1,025      1,684      
 3 to 6 months overdue   12         251        
 6 to 12 months overdue  81         43         
 > 12 months overdue     -          38         
                         1,118      2,016      
 
 
As of 31 January 2017, trade receivables of £626,000 were impaired (2016:
£45,000) and provided for. 
 
The ageing of these receivables is as follows: 
 
                         2017£'000  2016£'000  
 Up to 3 months overdue  114        24         
 3 to 6 months overdue   33         -          
 6 to 12 months overdue  352        11         
 > 12 months             127        10         
                         626        45         
 
 
Movements on the Group provision for impairment of trade receivables are as
follows: 
 
                        2017£'000  2016£'000  
 At 1 February          45         16         
 Creation of provision  581        29         
 At 31 January          626        45         
 
 
The creation of the provision for impaired receivables have been included in
administrative expenses in the statement of comprehensive income. 
 
The other classes within trade and other receivables do not contain impaired
assets and the Group expects to recover these in full.  There are no financial
assets whose terms have been renegotiated that would otherwise be past due or
impaired. 
 
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable noted above.  The Group does not hold any
collateral as security. 
 
8.   Cash and cash equivalents 
 
                                               2017£'000  2016£'000  
 Cash at bank and in hand                      1,285      4,941      
 Financial assets - restricted access account  -          55         
                                               1,285      4,996      
 
 
The fair value of the Group's cash and cash equivalents is the same as its
book value stated above. 
 
9.   Assets classified as held for sale and discontinued operations 
 
Asset classified as held for sale 
 
The assets and liabilities related to Enables IT, Inc. have been presented as
held for sale following the decision by the Board to seek buyers for the
business during the year.  The Board approved the disposal with the completion
date for the transaction being after the year-end, on 3 March 2017.  In
accordance with IFRS 5, the assets and liabilities held for sale were written
down to their fair value less costs to sell of £100,000 (at present value). 
This is a non-recurring fair value which has been measured using observable
inputs, being the prices for recent sales of similar businesses, and is
therefore within level 2 of the fair value hierarchy. 
 
(a)   Assets of disposal group classified as held for sale 
 
                                                                     2017£'000  
 Property, plant and equipment                                       621        
 Goodwill                                                            469        
 Intangible assets                                                   458        
 Impairment to fair value less costs to sell                         (1,172)    
 Other current assets (including £51,000 cash and cash equivalents)  171        
 Total                                                               547        
 
 
(b)   Liabilities of disposal group classified as held for sale 
 
                              2017£'000  
 Trade and other payables     114        
 Other current liabilities    193        
 Other long-term liabilities  136        
 Provisions                   4          
 Total                        447        
 
 
Discontinued operations 
 
Enables IT, Inc. 
 
Enables IT, Inc. was sold after the year-end, on 3 March 2017 to the
management of the company. 
 
                                                                              2017£'000  2016£'000  
                                                                                                    
 Revenue                                                                      1,738      881        
 Expenses                                                                     (1,813)    (827)      
 (Loss)/profit before tax of discontinued operations                          (75)       54         
 Tax                                                                          8          4          
 (Loss)/profit after tax of discontinued operations                           (67)       58         
 Pre-tax loss recognised on re-measurement of asset of disposal group         (1,172)    -          
 Tax                                                                          -          -          
 After tax loss recognised on the re-measurement of assets of disposal group  (1,172)    -          
 Loss for the year from discontinued operations                               (1,239)    58         
 
 
In addition to Enables IT, Inc. which has been classified as discontinued, the
Group disposed of Avisen UK Limited and closed down Storage Fusion Limited
during the year, with the results of these companies also being classified as
discontinued. 
 
Avisen UK Limited 
 
Avisen UK Limited was sold on 2 December 2016. 
 
                                                                              2017£'000  2016£'000  
                                                                                                    
 Revenue                                                                      727        1,373      
 Expenses                                                                     (1,080)    (885)      
 (Loss)/profit before tax of discontinued operations                          (353)      488        
 Tax                                                                          -          100        
 (Loss)/profit after tax of discontinued operations                           (353)      588        
 Pre-tax loss recognised on re-measurement of asset of disposal group         (816)      -          
 Tax                                                                          -          -          
 After tax loss recognised on the re-measurement of assets of disposal group  (816)      -          
 (Loss)/profit for the year from discontinued operations                      (1,169)    588        
 
 
Storage Fusion Limited 
 
Storage Fusion Limited was closed down in December 2016. 
 
                                                                                     2017£'000  2016£'000  
                                                                                                           
 Revenue                                                                             69         222        
 Expenses                                                                            (1,203)    (435)      
 Loss before tax of discontinued operations                                          (1,134)    (213)      
 Tax                                                                                 157        197        
 Loss after tax of discontinued operations                                           (977)      (16)       
 Pre-tax gain/(loss) recognised on re-measurement of asset of disposal group         (157)      -          
 Tax                                                                                 -          -          
 After tax gain/(loss) recognised on the re-measurement of assets of disposal group  (157)      -          
 Loss for the year from discontinued operations                                      (1,134)    (16)       
 
 
10. Trade and other payables 
 
 Current                                                   
                                     2017£'000  2016£'000  
 Trade payables                      1,824      2,380      
 Other taxation and social security  2,350      1,848      
 Other payables                      566        588        
 Accrued liabilities                 1,254      1,448      
 Deferred income                     6,078      4,422      
                                     12,072     10,686     
 
 
The Directors consider that the book value of trade payables, taxation, other
payables, accrued liabilities and deferred income approximates to their fair
value at the reporting date. 
 
11. Provisions 
 
                                                                      *RestatedProvision for long-term contracts£'000  Restructuring provision£'000  Termination provision£'000  Total£'000  
 At 1 February 2016                                                   367                                              18                            -                           385         
 Additional provision in the year                                     28                                               -                             123                         151         
 Amounts released during the year                                     (287)                                            (19)                          -                           (306)       
 Transferred to liabilities of discontinued operations held for sale  (3)                                              -                             -                           (3)         
 Exchange difference                                                  14                                               1                             -                           15          
 At 31 January 2017                                                   119                                              -                             123                         242         
 Current                                                              119                                              -                             123                         242         
 Non-current                                                          -                                                -                             -                           -           
 
 
* During the course of the integration of the Enables IT group, additional
loss-making contract provisions were identified as being required on
acquisition.  As these were identified within 12 months of the acquisition,
they have been reflected as fair value adjustments at acquisition in
accordance with IFRS 3, 'Business combinations'.  The adjustment has been to
increase goodwill and provisions by £41,000. 
 
Provision for long-term contracts 
 
The Group provides for obligations arising under loss-making contracts on
identification of the contract being loss-making. 
 
Restructuring provision 
 
The restructuring provision represented the cost of employee terminations in
1Spatial Belgium that were announced in January 2015. 
 
Termination provision 
 
The termination provision represents the cost of employee terminations in the
year, and has been classified as a provision as there is uncertainty over the
timing and amount of settlement of the future obligation. 
 
12. Deferred tax 
 
The following are the major deferred tax liabilities and assets recognised by
the Group and movements thereon during the current year and prior reporting
years. 
 
                                                                        Property, plant and equipment£'000  Tax losses£'000  Accelerated tax depreciation£'000  Intangibles£'000  Other temporary differences£'000  Total£'000  
 At 1 February 2015                                                     309                                 (175)            6                                  1,596             (39)                              1,697       
 Deferred tax (credit)/charge for year in profit or loss                (309)                               (684)            23                                 492               (157)                             (635)       
 Deferred tax charge for year in other comprehensive income             -                                   -                -                                  -                 29                                29          
 Deferred tax charge/(credit) arising on the acquisition of Enables IT  46                                  (265)            -                                  248               -                                 29          
 Retranslation foreign exchange movement                                -                                   -                -                                  2                 -                                 2           
 At 1 February 2016                                                     46                                  (1,124)          29                                 2,338             (167)                             1,122       
 Acquired in the year (under business combination)                      -                                   -                -                                  100               -                                 100         
 Deferred tax charge/(credit) for year in profit or loss                (11)                                532              (20)                               (1,667)           167                               (999)       
 Deferred tax charge/(credit) for year in other comprehensive income    -                                   -                -                                  48                -                                 48          
 Disposals in the year                                                  -                                   221              5                                  (76)              -                                 150         
 At 31 January 2017                                                     35                                  (371)            14                                 743               -                                 421         
 
 
Deferred income tax assets are recognised against tax loss carry-forwards to
the extent that the realisation of the related tax benefit through future
taxable benefits is probable.  The Group did not recognise deferred tax assets
of £3,893,000 (2016: £2,671,000) in respect to losses amounting to £14,214,000
(2016: £11,715,000) that can be carried forward against future taxable income,
on the grounds that their utilisation is not probable. 
 
The deferred tax balance is analysed as follows: 
 
                               Deferred taxasset£'000  Deferred tax liability£'000  Total£'000  
 Recoverable within 12 months  110                     -                            110         
 Recoverable after 12 months   261                     -                            261         
 Settled within 12 months      -                       (234)                        (234)       
 Settled after 12 months       -                       (558)                        (558)       
                               371                     (792)                        (421)       
 
 
13. Share capital, share premium account and own shares held 
 
 Allotted and fully paid     2017Number   2016Number   
 Ordinary shares of 1p each  738,135,558  715,499,308  
 Deferred shares of 4p each  226,699,878  226,699,878  
 
 
 Rights of shares Ordinary sharesThe 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      
 £1,000,000 in respect of each ordinary share. Accordingly, the deferred shares will have no economic  
 value. No application will be made for the deferred shares to be admitted to trading on AIM nor to    
 trading on any other stock or investment exchange.                                                    
                                                                                                       Number of shares  Allotted, called up and fully paid shares£'000  Sharepremiumaccount£'000  Own shares held£'000  
 At 1 February 2015                                                                                    877,115,232       15,572                                          20,608                    (306)                 
 Issue of shares                                                                                       65,083,954        651                                             1,692                     -                     
 Share issue costs                                                                                     -                 -                                               (36)                      -                     
 At 1 February 2016                                                                                    942,199,186       16,223                                          22,264                    (306)                 
 Exercise of share options                                                                             -                 -                                               11                        3                     
 Issue of shares                                                                                       22,636,250        226                                             679                       -                     
 Share issue costs                                                                                     -                 -                                               (23)                      -                     
 At 31 January 2017                                                                                    964,835,436       16,449                                          22,931                    (303)                 
 
 
On 19 April 2016, 303,644 ordinary shares were transferred out of treasury
shares to satisfy an exercise of employee options, leaving a balance of
3,196,356 ordinary shares in treasury. 
 
On 29 June 2016, 1Spatial plc issued 22,636,250 new ordinary shares in the
capital of the Company at a price of 4p per share, principally to satisfy the
consideration due to the shareholders of Laser Scan Inc. (now 1Spatial Inc.)
following the exercise on 29 February 2016 of the call option held by the
Company.  Total gross proceeds of £0.9m were raised resulting in £0.2m
additional share capital and £0.7m additional share premium.  Share issue
costs were £23,000. 
 
Own shares 
 
As a result of the disposal of Avisen (Pty) SA Limited on 14 July 2010,
3,500,000 shares with a nominal value of 5p each were purchased and held in
treasury.  The consideration paid was £306,000.  On 28 November 2011, the
Company sub-divided its existing share capital of 5p shares into 1p ordinary
shares and 4p deferred shares. 
 
14. Business combinations 
 
2017 
 
On 3 February 2015 the Group entered into a share purchase agreement to
acquire 47% of US distributor 1Spatial Inc. (previously Laser Scan Inc.), the
US-based provider of spatial data solutions for cash consideration of US$2.25m
(£1.5m). 
 
On 29 February 2016, the Group exercised its call option to acquire a further
26% shareholding in 1Spatial Inc. for US$1.3m (£0.9m), payable in cash, taking
the Group's total holding in 1Spatial Inc. to 73%.  1Spatial Inc. is the sole
distributor of 1Spatial geospatial products and solutions across the Americas,
which includes significant contracts with the US Census Bureau.  The
acquisition strengthens 1Spatial's position within the US market, which is a
significant opportunity for the Group and will be a key area of focus for the
next financial year. 
 
As part of the agreement signed on 3 February 2015, the Group has the right to
acquire the remaining 27% of 1Spatial Inc. from 1 February 2017.  On 11 April
2017 the Group acquired the remaining 27% of 1Spatial Inc. for £739,000 (US$
918,000) payable in shares in accordance with the terms set out in the
original share purchase agreement. 
 
The following table summarises the consideration paid for 1Spatial Inc.,
non-controlling interests and the fair value of assets acquired and
liabilities assumed at the acquisition date: 
 
                               £'000  
 Value of consideration        2,719  
 Total purchase consideration  2,719  
 
 
 Fair values of assets and liabilities at the date of acquisition:  £'000  
                                                                           
 Intangible assets                                                  250    
 Property, plant and equipment                                      36     
 Cash and cash equivalents                                          98     
 Trade and other receivables                                        363    
 Trade and other payables                                           (87)   
 Deferred tax liabilities                                           (100)  
 Total identifiable net assets                                      560    
 - Attributable to non-controlling interests                        151    
 - Attributable to equity shareholders of the parent                409    
 
 
 Goodwill             2,310  
 Total consideration  2,719  
 
 
 Satisfied by:                                             
 - Cash                                             2,448  
 - Share of associate losses                        (187)  
 - Balances due to the group waived on acquisition  458    
 Total consideration transferred                    2,719  
 
 
Goodwill represents approximately £350,000 in relation to the assembled
workforce and £1,960,000 in relation to synergies with the 1Spatial business. 
The fair value of trade and other receivables is £363,000 and includes trade
receivables of £254,000 which is expected to be fully collectable. 
 
Costs relating to the acquisition of £31,000 have been excluded from the
consideration stated above and have been recognised as a charge to the
statement of comprehensive income within administrative expenses. 
 
The acquired business contributed revenues of £2,368,000 and a net profit of
£446,000 to the Group for the period since acquisition to 31 January 2017. If
the acquisition had occurred on 1 February 2016, consolidated revenue and
consolidated loss for the year ended 31 January 2017 would have been
£22,239,000 and £14,674,000 respectively.  

2016 
 
On 23 July 2015, 1Spatial plc acquired control over Enables IT Group plc (now
Enables IT Group Limited) by acquiring 100% of its issued share capital for
£1,813,000.  Enables IT Group is a leading provider of cloud computing,
managed and professional services and was acquired in order to broaden and
enhance the enlarged group's managed services and cloud services offering. 
The goodwill of £1,307,000 arising on the acquisition is attributable to the
expected synergies and acquired workforce. 
 
The following table summarises the consideration paid for the Enables IT Group
and the final fair value of assets acquired and liabilities assumed at the
acquisition date: 
 
                                                       £'000  
 Value of consideration - issue of equity instruments  1,813  
 Total purchase consideration                          1,813  
 
 
 Final fair values of assets and liabilities at the date of acquisition:  £'000    
 Intangible assets:                                                                
 - Customer lists                                                         1,307    
 Property, plant and equipment                                            704      
 Cash and cash equivalents                                                465      
 Inventories                                                              34       
 Trade and other receivables                                              753      
 Trade and other payables                                                 (2,247)  
 Deferred tax liabilities                                                 (34)     
 Provisions *                                                             (517)    
 Total identifiable net assets                                            465      
 
 
 Goodwill *           1,348  
 Total consideration  1,813  
 
 
 Satisfied by:                                                             
 - Equity instruments (30,831,262 ordinary shares of 1Spatial plc)  1,813  
 Total consideration transferred                                    1,813  
 
 
 Net cash inflow arising on acquisition           
 - Cash consideration                        -    
 - Less: cash and cash equivalents acquired  465  
                                             465  
 
 
Costs relating to the acquisition of £253,000 have been excluded from the
consideration stated above and have been recognised as a charge to the
statement of comprehensive income within administrative expenses. 
 
The fair value of trade and other receivables is £753,000 and includes trade
receivables of £599,000 which is expected to be fully collectable. 
 
The acquired business contributed revenues of £3,186,000 and a net profit of
£27,000 to the Group for the period since acquisition to 31 January 2016. If
the acquisition had occurred on 1 February 2015, consolidated revenue and
consolidated loss for the year ended 31 January 2016 would have been
£23,554,000 and £147,000 respectively. 
 
* During the course of the integration of the Enables IT group, additional
loss-making contract provisions were identified as being required on
acquisition.  As these were identified within 12 months of the acquisition,
they have been reflected as fair value adjustments at acquisition in
accordance with IFRS 3, 'Business combinations'.  The adjustment has been to
increase goodwill and provisions by £41,000. 
 
Post year end 
 
On 11 April 2017 the Company acquired the 51% of Sitemap Ltd that it did not
already own for £200,000 in shares. The Company's investment in Sitemap to
date has funded the development of a solution which locates and visualises
sites which best fit commercial and residential property developer needs. 
 
                                                       £'000  
 Value of consideration - issue of equity instruments  200    
 Total purchase consideration                          200    
 
 
 Provisional fair values of assets and liabilities at the date of acquisition:  £'000  
 Intangible assets:                                                                    
 - Developed software                                                           200    
 Property, plant and equipment                                                  2      
 Prepayments                                                                    12     
 Other taxes and social security                                                41     
 Accruals                                                                       (53)   
 Total identifiable net assets                                                  202    
 
 
 Gain on bargain purchase  (2)  
 Total consideration       200  
 
 
 Satisfied by:                                                          
 - Equity instruments (5,524,862 ordinary shares of 1Spatial plc)  200  
 Total consideration transferred                                   200  
 
 
15. Earnings/(loss) per ordinary share 
 
Basic (loss)/profit per share is calculated by dividing the (loss)/profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year. 
 
                                                                        2017£'000  2016£'000  
 (Loss)/profit attributable to equity shareholders of the Parent        (18,423)   12         
 Less (loss)/profit from discontinued operations                        (3,542)    630        
 Loss from continuing operations                                        (14,881)   (618)      
                                                                                              
 Adjustments:                                                                                 
 Profit attributable to non-controlling interest                        121        -          
 Income tax credit                                                      (988)      (503)      
 Net finance cost                                                       32         27         
 Share of net loss of associates accounted for using the equity method  266        421        
 Depreciation                                                           452        362        
 Amortisation and impairment of intangible assets                       11,408     1,156      
 Share-based payment charge                                             566        976        
 Integration, strategic and one-off costs                               2,617      1,081      
 Adjusted EBITDA from continuing operations                             (407)      2,902      
 
 
                                                     2017Number000s  2016Number000s  
 Basic weighted average number of ordinary shares    728,895         691,283         
 Impact of share options and warrants                -               3,593           
 Diluted weighted average number of ordinary shares  728,895         694,876         
 
 
                                    2017Pence  2016Pence  
                                                          
 Basic (loss)/earnings per share    (2.53)     0.00       
 - from continuing operations       (2.04)     (0.09)     
 - from discontinued operations     (0.49)     0.09       
                                                          
 Diluted (loss)/earnings per share  (2.53)     0.00       
 - from continuing operations       (2.04)     (0.09)     
 - from discontinued operations     (0.49)     0.09       
                                                          
 Basic adjusted EBITDA per share    (0.54)     0.53       
 - from continuing operations       (0.06)     0.42       
 - from discontinued operations     (0.49)     0.11       
                                                          
 Diluted adjusted EBITDA per share  (0.54)     0.53       
 - from continuing operations       (0.06)     0.42       
 - from discontinued operations     (0.49)     0.11       
                                                          
 
 
Where there is a loss per share, the share options and share warrants are not
dilutive and hence the diluted earnings per share is the same as the basic. 
 
16. Availability of annual report and financial statements 
 
Copies of the Company's full annual report and financial statements are
expected to be posted to shareholders in due course and, once posted, will
also be made available to download from the Company's website at
www.1Spatial.com. 
 
The annual report and financial statements will also be made available for
inspection at the Company's registered office during normal business hours on
any weekday. 1Spatial plc is registered in England and Wales with registered
number 5429800. The registered office is c/o Capita Company Secretarial
Services Limited, First Floor, 40 Dukes Place, London EC3A 7NH. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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