REG - 1Spatial Plc - Final Results
28/04/2021 07:00
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RNS Number : 7889W 1Spatial Plc 28 April 2021
28 April 2021
1Spatial plc
("1Spatial", the "Group" or the "Company")
Final results for the year ended 31 January 2021
1Spatial, a global leader in Location Master Data Management (LMDM) software
and solutions, is pleased to announce audited final results for the year ended
31 January 2021.
Highlights
31 January 31 January Change
2021 2020
£m £m %
Revenue 24.6 23.4 +5
Gross margin (%) 53 52 +1pp
Adjusted EBITDA* 3.6 3.2 +12
Adjusted EBITDA* margin (%) 14.8 13.8 +1.0pp
Operating loss (1.2) (1.5) -19
Loss before tax (1.4) (1.7) -17
Loss per share - basic and diluted (p) (1.0) (1.4) -29
Operating cash generated 4.0 0.6 +596
Free cash flow** 0.9 (2.4) n/a
Group financial highlights
· Recurring Revenue up 10% to £10.6m (FY20: £9.6m) and 43% of
total revenue (FY20: 41%)
· Annualised Recurring Revenue ("ARR") *** up 10% to £11.2m (FY20:
£10.2m)
· Operating cash generated increased by 596% to £4.0m (FY20:
£0.6m)
· Gross cash at year-end up £2.2m to £7.3m (FY20: £5.1m)
· Net cash at year-end of £4.3m (FY20: £3.9m)
*Adjusted EBITDA is a company-specific measure which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash for the
year before cash flows from the acquisition of subsidiaries, cash flows from
new borrowings and repayments of borrowings and cash flow from new share
issue.
*** Annualised Recurring Revenue is the annualised value at the year-end of
committed recurring contracts for licences and support & maintenance
Group operational highlights
· Robust response to Covid-pandemic with successful remote working
for all employees and continued interaction with customers and prospects
· Completed integration of Geomap-Imagis acquisition
· New customer wins in all regions, including multi-year contracts
with the State of Michigan (US), Environment Agency (UK), US Geological Survey
(US), Seine Grand Lacs (France), the State of California's Office of
Emergency Services (US)
· 29% revenue growth in the US
· Land and expand strategy driving revenue growth from existing
customers, including Northern Gas Networks (UK), Google and a large French
water utility company
· Award of first Esri Network Utility Model migration in the UK
· Continued R&D investment in innovative solutions with
successful release of cloud-based 1Data Gateway solution
· Progress on partner strategy with prestigious partner award from
Esri and a new partnership engagement with Ordnance Survey
Current trading & Outlook
· Trading in the current financial year has been in line with
management's expectations
· Key contracts signed in FY 2022 include the Energy Networks
Association, Ordnance Survey, Rural Payments Agency and Google
· The pipeline of sales opportunities and committed revenue in
all regions is significantly stronger than a year ago
Commenting on the results, 1Spatial CEO, Claire Milverton, said: "We entered
FY21 in a considerably improved financial and strategic position, following
the successful conclusion of the three-year turnaround plan and were set for a
year of growth. While the emergence of the Coronavirus in early 2020 re-shaped
the year for us, we are proud of how our teams responded and of the results
delivered, achieving growth in all our key financial metrics, winning new
customers in all of our regions and bringing new offerings to market.
"We sit right at the heart of changes across multiple sectors. Whether that be
in helping governments and energy providers prepare to meet the green agenda,
supporting the investment in infrastructure upgrades as the world's economies
prepare for post-Covid recovery, or implementing new digital transformation
strategies. The positive market environment is translating into a growing
sales pipeline of opportunities across new and existing customers, both direct
and through our partners.
"While the Board remains aware of the need to manage potential risks arising
from the Covid-19 pandemic, the strength of trading in the first two months of
the year, increase in committed revenue and depth of the sales pipeline and
positive market landscape provide the Board with confidence in a successful
year of growth ahead and exciting long-term future for 1Spatial."
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019.
For further information, please contact:
1Spatial plc 01223 420 414
Claire Milverton / Andrew Fabian
Liberum (Nomad and Broker) 020 3100 2000
Neil Patel / Cameron Duncan / Ed Phillips / Miquela Bezuidenhoudt
Alma PR 020 3405 0205
Caroline Forde / Justine James / Molly Gretton 1spatial@almapr.co.uk
About 1Spatial plc
Unlocking the Value of Location Data
1Spatial plc is a global leader in providing Location Master Data Management
(LMDM) software, solutions and business applications, primarily to the
Government, Utilities and Transport sectors via the 1Spatial platform. Our
solutions ensure data governance, facilitating the efficient, effective and
sustainable operation of customers around the world. Our global clients
include national mapping and land management agencies, utility companies,
transportation organisations, government and defence departments.
Today, when using and sharing trusted data provides significant opportunities
for businesses and governments to deliver against important sustainability and
Net Zero goals, our vision is clear - to make the world safer, smarter and
more sustainable by unlocking the value in data, enabling better decisions and
greater insights.
The 1Spatial platform is a comprehensive set of data and system agnostic LMDM
software components which helps ensure master data is compliant, current,
complete, consistent, and coordinated - and that customers can be confident it
will remain that way as it evolves. It allows them to master their data on any
device, anywhere, anytime and can be deployed as SaaS in the cloud,
on-premise, or as a hybrid of both.
Our domain expertise and data agnostic approach allows us to be an integral
and important part of the Geospatial Ecosystem, supporting the wider digital
economy. We partner with major technology consultancies and GIS providers
such as ESRI and bring together our people, innovative solutions, industry
knowledge and experience from our extensive customer base to deliver world
class solutions.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with operations in
the UK, Ireland, USA, France, Belgium, Tunisia, and Australia.
Chairman's report
Despite the temporary hiatus caused by the pandemic in some parts of the
Group, this year has seen us achieve good progress on both our financial goals
and strategic development. The two main contributors to our robust trading
results were the resilience of the industry markets we target, being
Government, Utilities and Transport, and the quality of our people, who
swiftly adapted to home working and remote delivery of projects, while
continuing to innovate.
Despite a Covid-19 related dip in new business generation in the first half,
the second half of the year showed a strong performance, with a number of
significant contract wins and new clients added in all geographies. It was
rewarding to see the smart partnership programme starting to bear fruit, with
joint wins with Ordnance Survey, Esri, and Michael Baker and smaller vendors,
in a host of clients.
We continue to transition our core technology, products and services to meet
the growing demand for SaaS-based repeatable solutions that will give us much
higher levels of growth and recurring revenue. At the same time we are
investing hard in developing an increasingly valuable portfolio of location
based data applications to really capitalise on the increasing demand we are
seeing for useable, accurate Industry applications that can dramatically
improve the economics and business models of our clients.
As with many industries, the pandemic has driven an acceleration of digital
transformation initiatives across our customer base. These, coupled with
government initiatives such as increased infrastructure investment and the
launch of sustainability programmes, are driving a substantial heightening of
awareness and comprehension of the value of location-based data across the
globe, providing an increasingly supportive market backdrop for our offerings.
Financials
As in the prior year, our key financial objectives in FY21 were to grow
recurring revenues, ensure improved profitability at adjusted* EBITDA level
and improved operating cash generation. While Covid-19 slowed the rate of new
customer wins through the middle part of the year, particularly in our French
operations, the results for the year ended 31 January 2021 reflect the ongoing
improvement in these metrics. We have delivered a robust financial
performance, growing revenues and adjusted EBITDA profit levels, whilst
achieving the important milestone of generating positive free cash flow**.
Group revenues increased by 5% to £24.6m (FY20: £23.4m), with recurring
revenue, as a percentage of total revenue, increasing to 43% (FY20: 41%), as
the business focuses on developing and selling repeatable software solutions
under a SaaS model. Adjusted EBITDA* increased by 12% to £3.6m (FY20: £3.2m)
with a higher margin of 14.8% (FY20: 13.8%). Operating cash inflow (before
strategic, integration and other non-recurring items) more than doubled to
£4.2m (FY20: £1.9m) with the Group being free cash flow ** positive £0.9m,
even after non-recurring one-off items.
These positive results, delivered against the difficult backdrop of the
pandemic, provide the business with a strengthening financial footing on which
to continue to carefully invest in our products and operations in order to
capture more of the growing location data market.
Board and corporate governance
We welcomed Andrew Fabian to the board as Interim CFO in June 2020 and were
pleased to formalise his appointment as CFO in October 2020. His
understanding of technology businesses and the transition to the cloud is
proving incredibly valuable and he is a great addition to the team.
Corporate governance is continually assessed at 1Spatial and we have provided
more information on this in the Corporate Governance Report included in this
Annual Report. Peter Massey is Chair of the Remuneration Committee,
Francis Small is the Chair of the Audit Committee and I am Chair of the
Nomination Committee.
Our people
This year, more than ever, we have seen the quality of our teams shine
through. Their energy, commitment and passion for customer service has not
wavered through this, the most difficult of years for many and I would like to
thank every member of 1Spatial for all the effort they have exerted on our
customers' behalf. Our priority continues to be on ensuring the wellbeing of
our teams around the world, providing them with the right, healthy environment
to continue to deliver the high-quality service our customers expect of
1Spatial.
Environmental, Social and Governance (ESG)
At 1Spatial we are striving to make the world safer, smarter and more
sustainable for the future. We provide our clients with solutions to support
their ESG goals and as a Company we are proactive in evaluating what we can do
to innovate and reduce our impact on the environment.
We help our customers unlock the hidden value in their data and provide
significant opportunities to support businesses and governments to deliver
against important sustainability goals. Be it horizontally between internal
business departments, vertically up and down the external supply chain, or
across a vast public accessed information infrastructure, our solutions
underpin the efficient, effective and sustainable operation of established and
emerging industries.
Given the nature of what we do, we have a low impact on the environment but we
do lots of things to improve and offset our carbon footprint such as donations
to the Woodland Trust to offset travel. From a social perspective we have an
active team which has been really focussed during the Covid period on mental
health and wellbeing activities. From a governance perspective we have a
number of accreditations to ensure appropriate safeguarding our customer's
data.
Looking forward
We have entered the new year with a record level of contracted future revenue,
a wide range of customers in stable industry segments and growing proof of
delivery both in Europe and the USA. We will continue to monitor the evolving
situation in relation to Covid-19, the size of the opportunity ahead and
increased win rate provides me and the Board with confidence that we are well
placed to deliver sustainable growth at scale and that 1Spatial has an
exciting long-term future.
Andy Roberts
Non-Executive Chairman
* Adjusted EBITDA is a company-specific measure, which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, and other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash for the year
before cash flows from the acquisition of subsidiaries, cash flows from new
borrowings and repayments of borrowings and cash flow from new share issue.
CEO's Review
We entered FY21 in a considerably improved financial and strategic position,
following the successful conclusion of the three-year turnaround plan and were
set for a year of growth. The emergence of the Coronavirus in early 2020
re-shaped the year for us, as it did for so many businesses. While our growth
aspirations were held back temporarily, we are proud of how our teams
responded to the new challenges and of the results delivered for the year.
Increasingly supportive market backdrop
There has been a groundswell of interest in our offerings across our chosen
markets and industries and we feel that we are at the beginning of a new
growth trajectory. There is a growing awareness across multiple industries,
not only that location data is a vital element in the delivery of better,
faster and safer services, but that the data needs to be accurate and
shareable. Location data is increasingly being used as the main points of
reference when connecting multiple systems.
In the past our offerings have been used to address needs such as increased
efficiencies or cost savings but more and more we see the drivers of interest
being around sustainability, health and safety and infrastructure investment.
Our rules engine, 1Integrate, and cloud portal, 1Data Gateway, launched in
the year, are increasingly recognised as powerful tools to ensure good quality
data and trust when sharing data. We have delivered our solutions to support
new systems, such as the next generation 911 system in California and the
official base-map for the State of Michigan.
At the macro level, we believe themes such as the United Nations (UN) 17
Sustainable Development Goals (SDGs), a universal call for action to end
poverty, hunger and protect the planet, and specific government initiatives,
such as President Biden's "once in a generation" spending plan to invest
trillions of dollars into infrastructure and climate change projects, will be
long-term drivers of the need for accurate location-based, shareable data.
This growing industry need has led to growth in our customer numbers, revenues
and pipeline of opportunities.
Continued investment in innovation
We have continued to invest in our product offering through the year, both in
1Integrate and 1Data Gateway, but also in business applications targeting
specific industries, such as 1Water and the arcOpole Pro government
application in France. Our next generation cloud LMDM platform is on track for
launch towards the end of the current financial year, bringing together all of
our offerings in the cloud, providing greater flexibility of delivery and
pricing.
Resilient performance
While new business was harder to secure in the first half of the year due to
the dislocation from COVID-19, we have seen a gradual return to more normal
sales cycles through the second half and into the new year. We saw revenue
growth in our French operation in H2 and with the restructuring of our
European operations completed post period-end, we have a strong basis for
growth in that region moving forward.
In the UK's our work with the Environment Agency, and Northern Gas Networks
provided both a layering on of recurring revenue for future years, and
high-profile proof points for our technology and capabilities.
The growth in our US business during the year has been particularly
exciting. We secured several new landmark contracts in the year, including
the State of Michigan and the State of California Office of Emergency
Services. The theme of data integrity and data sharing is particularly
prevalent in the US and we see a growing pipeline of opportunities for
1Integrate, 1Data Gateway and our 911 Emergency Services business application.
Our financial performance in the year is encouraging. While revenue growth was
modest, at 5%, impacted by Covid-19 related delays, underlying that, we have
seen an increase in recurring revenue, a key area of focus, an increase in
profit margins and positive free cash flow.
FY21 Strategic review
We made solid progress in the year against the three pillars of our growth
strategy.
1. Innovation
The 1Spatial platform is a comprehensive set of Location Master Data
Management (LMDM) software components. LMDM ensures the data management
processes are automated and repeatable across the different technology
platforms for the whole enterprise. Unlike traditional Master Data Management
(MDM), LMDM encompasses both spatial and non-spatial data to provide users
with the technology solutions that enable them to automate the collection,
control and sharing of data with confidence. Our patented technology also
gives them the ability to solve complex and unique challenges in the
management of their spatial and non-spatial data.
The 1Spatial Platform can be split into two key areas:
· Data Management Solutions - Managing data to ensure it is
correct, consistent and compliant
· Business Applications - Utilising trusted data through business
applications to solve specific business challenges
During the year we have continued to innovate in both areas and accelerated
the development of our SaaS multi-tenancy cloud platform as a vehicle for
further growth and accessibility of our solutions.
Data Management Solutions
1Integrate
1Integrate is our patented no-code rules engine - this continues to be
enhanced to make it more powerful and more capable for automated data
validation and processing.
During the year, the work to handle full 3D solid data has delivered initial
Proof of Concepts. For example, we are working with a major National Mapping
Agency on the production of their 3D buildings.
Additional data services support has been added to allow direct access to data
from Esri ArcGIS Feature Services and Open Geospatial Consortium Web Feature
Services as well as many enhancements to empower users and make them more
effective and efficient. In addition, a number of enhancements have been made
which extend the flexibility and efficiency of our delivery via the cloud.
1Data Gateway
1Data Gateway is our self-service web-portal for spatial data validation,
processing and analytics.
Following its successful launch in March 2020, 1Data Gateway now also provides
schema mapping so that data in varying structures can be applied to the same
set of rules as well as other controls such as the ability to apply customer
branding and styling to the portal. API extensions which allow systems to talk
to each other, have been completed to allow access to data quality, validation
and usage statistics through external dashboarding tools i.e., Google Big
Query, for partners or customers.
Business Applications
We provide two types of business applications to meet our customer's needs.
Applications can either plug directly into the 1Spatial Platform or
alternatively can plug into the 1Spatial Platform whilst also utilising the
benefits of the Esri technology.
1Biz Server
For those business applications built on Esri technology, we have developed,
the 1Spatial Business Server (1Biz Server). By deploying the most up to date
Esri and 1Spatial releases through the 1Biz Server, we will transform the
speed and delivery of these updates to our customers.
We continue to assess opportunities to launch Business Applications, targeting
specific location data-based issues within our three target industries. New
Applications developed this year along with those that have been further
enhanced are as follows:
1Water
We have scaled up work on 1Water for water network management based on our
strong Esri partnership, which has enabled us to gain the Esri Utility Network
Management Specialty designation.
Next-Generation-911
An exciting new innovation being worked on for our US Market is the
Next-Generation-911 App. This provides validation of network data, address
data and the National Emergency Numbers Association (NENA) to help emergency
service departments, improve disparate or incomplete data, in order to create
a single source of truth.
Traffic Management Plan Automation (TMPA)
The TMPA has moved from Proof of Concept, with a goal to have a release-ready
Minimum Viable Product in FY 22 for beta testing with our customers and
partners. This will be a true SaaS solution for automatically laying out
equipment such as signs, cones and traffic lights around UK road works. It
makes use of Ordnance Survey GB's data hub and is built from the 1Integrate
rules engine in the 1Spatial Platform. This solution will automate the
production of traffic management plans in a more efficient, sustainable way
and importantly help improve the safety of workers and the public around the 4
million highway excavations that are made every year in the UK*.
*source https://highways.today/2020/03/04/excavation-highways-uk/
Cloud platform - SaaS multi-tenancy cloud platform
The cloud platform will enable us to increase our addressable market and
existing customer demand for web-based access to our solutions, the need for
which has been particularly highlighted by the move to remote working. The
multi-tenancy SaaS will be more cost effective for 1Spatial as we will be
managing fewer deployments and the elastic nature of the platform architecture
will limit cloud hosting costs. We are also building targeted services and
solutions on the platform which we can issue on a Pay-per-use basis such as
TMPA, providing the Group with exciting new go to market models, lowering the
price point for new customers onto the platform.
2. Customer Relationships
We continued to strengthen our relationships with our customers throughout the
year by maximising webinar opportunities across all territories to overcome
reduced face to face events. We held our annual Smarter Data, Smarter World
Conference as a virtual event. Taking place over 4 days online the conference
was a huge success with 652 registrations from 363 organisations in 47
countries, a significant increase on prior, non-digital events.
We also implemented a global content strategy, increasing the amount of
content we have issued online, and launched our new global website, with
fresh, engaging content, aligned to our vision and values and great user
experience. Since launching the new website, we have seen a considerable
increase in online engagement, with sessions per user increasing by 43%, pages
viewed in these sessions increasing 41% and the average session duration has
increased 84%, demonstrating the increased relevance of our product offering
and marketing messages to our target markets.
The success of our customer focus, combined with ongoing transition to term
licencing, can be seen in the 10% growth in Annual Recurring Revenue driven
both by new customer wins and expansion of existing customer accounts.
Land & Expand
The Group delivered a healthy number of new customer wins in the year across
all regions, including a number of strategic wins within our LMDM offering,
with the USA performing particularly well. This was also good considering the
backdrop of the first half of the year where customers were harder to secure,
due to the uncertainty caused by Covid-19. We now have around 600 customers on
recurring contracts and a customer base of over 1,000 in total across the
Group, providing a strong basis for future expansion.
Solutions most in demand in the year were 1Data Gateway and 1Integrate in the
USA and the UK, with Utilities and Urban Planning (arcOpole Pro) Esri-based
business applications being strongest in France and Europe. We are seeing an
increasing number of coupled 1Data Gateway and 1Integrate sales, with the
1Data Gateway portal proving to be a compelling sales tool, enabling new
prospects to quickly visualise how we can transform their data collection,
cleansing and management.
New clients added in the year included the Environment Agency in the UK, the
US Geological Survey and the State of California's Office of Emergency
Services in the USA and in France, a French military organisation, the Seine
Grand Lacs (the Seine River Management Agency) and the city of Asnières sur
Seine.
The Group secured multiple customer expansion contracts in the year, with
notable expansions with Northern Gas Networks in the UK, a $2.6m 5-year
contract with the State of Michigan to deliver the second phase of their
Geographic Framework and expansion contracts in France with the Euro Metropole
of Strasbourg, the Metropole of Nantes' Water Department and a large French
water utility company.
In France, eleven existing customers have commenced migration from the Group's
legacy platform, to the Esri platform, paving the way for future expansion.
Our longstanding customers, such as Ordnance Survey, Ordnance Survey Ireland,
the Rural Payments Agency, Gas of Strasbourg and Engie (France), have also
continued to expand the solutions and services we provide.
3. Smart Partnerships
We made good progress in the year adding or strengthening partnerships in each
of our three areas of focus to extend our market reach: major technology
consultancies, software platform providers, and adjacent industry specialists.
We are increasingly being utilised by our partners as their data integrity
provider, cleansing the data before passing it back through wider systems.
Our strong partnership with Esri France is generating increasing interest in
the local authority and utility market and was strengthened post period end
through the winning of a prestigious Esri award, for 1Spatial's innovative
and extensive product integration within Esri's ArcGIS Enterprise. This
followed 1Spatial being given Esri Utility Network Management
Specialty designation, recognising 1Spatial's knowledge and expertise within
utilities and the implementation of Water Solutions.
In the UK, we have also partnered with Esri UK on the Northern Gas Networks
Utility Network Migration, the first such migration to take place in the UK.
Our new partnership with Ordnance Survey has seen us secure the prestigious
pilot for the Energy Networks Association and we have started joint webinars
demonstrating how the combination of data from Ordnance Survey's new Data Hub
with the 1Spatial software can help build trust in data. We continue to win
and look at new opportunities with our partner Version1, which is providing
promising new business opportunities.
Our Michael Baker relationship in the USA continues to bring new customers.
We continue to work on new partnership opportunities in all geographic markets
and to provide more focus on this key growth pillar we hired a new global
partner manager in April 2021.
European re-structuring
Post year end, we announced the final stage of the integration of
Geomap-Imagis, which was acquired in May 2019. Our European operations now
operate under one regional management structure, focus all our resources on
maximising our Esri relationship, and delivering the growth opportunities in
our extensive European customer base.
Corporate activity
We will continue to identify strategic and bolt-on acquisitions to complement
our organic growth.
Strategic priorities for the year ahead
We will continue to focus on the three pillars of our growth strategy. Key
initiatives will be investment into our delivery resource, marketing and sales
teams, particularly in the USA, to capitalise on our successes in FY21 and
deliver on the data governance opportunity. We will work closely with Esri,
particularly in France, where we see great opportunity to expand our customer
base and continue the successful migration of our customers onto the new Esri
platform and our Esri based business applications. In the UK, we see a growing
opportunity to work on large government contracts, building back post-Covid-19
and as they and other partners embrace the sharing of data to meet Environment
and Social initiatives. We see a growing opportunity to cross-sell our
business applications, developed France and the UK, into our other territories
and offer our 1Integrate and 1Data Gateway solutions into France. We will
continue to expand our capability and expertise in our Tunisia centre of
excellence, providing increased development support and cost-effective
delivery capacity to the Group.
We are on track to launch our multi-tenant SaaS platform by the end of the
current financial year, increasing our addressable market, meeting existing
customer demand for web-based solutions, providing more flexible "pay as you
go" pricing structures and lowering the price point for entry for new
customers. We believe the launch of the platform can be transformational for
the Group in future years.
Our financial goals will be to increase revenue growth underpinned by growing
annual recurring revenue and continue our trajectory of increased
profitability at adjusted* EBITDA level and higher cash generation over the
long-term.
COVID-19
At the date of this report, most sites continue to work on a remote basis,
providing outstanding support to our customers. We anticipate a phased return
to office working through the course of 2021, in line with local government
guidelines in each territory, providing our teams with the opportunity to once
more interact with each other face to face, while retaining the benefits of
increased digital connections across the business.
We chose to maintain all of our skilled workforce during the Covid-19 period,
receiving no support under the UK Government job retention scheme, although,
we received financial support of £0.3m in some overseas territories, where
there was a greater impact. We increased our funding from corporate lenders in
H1 2021 by £1.8m. We controlled expenditure tightly throughout the year,
deferring some discretionary spending. However, we benefited from our
extensive customer base, healthy levels of recurring revenue and growing
contracted order book, to prove resilient during an unprecedented year.
1Team
We are passionate about looking after our staff and have actively promoted the
importance of mental health and happiness during the year. Taking the time to
be kind to yourself is something we urge all our staff to do and as part of
our commitment to their well-being, we rolled out initiatives such as
well-being months, mental health awareness training, mental health first
aiders and internal events and initiatives to encourage staff to take time
out from their working day.
We are always looking at ways to ensure equality and diversity across our
company and an inclusive, welcoming working environment for everyone. Over
the past year, we have created global initiatives to celebrate: International
Women's Day, World Food Day, Diwali, Thanksgiving, Mental Health Awareness
Week, Earth Day and Health and Happiness month.
The teams have shown extraordinary ingenuity and commitment, really stepping
up in this challenging time, for which the Board and I thank them
wholeheartedly. We believe one of the positive impacts of this year has been
the increased connectivity across our geographic regions, with the increased
use of digital communications bringing us closer during our shared challenges.
Current Trading & Outlook
There is an increasing need for clean, accessible and up to date location data
to support many new initiatives. These include investment in infrastructure,
building new greener initiatives, such as an enhanced electricity network to
support growth in electric vehicles and helping governments to achieve their
sustainability goals.
Trading in the new financial year has begun positively and in line with Board
expectations, with several new contracts secured and growth in the sales
pipeline. New customers won since the year end include:
· a contract with the Energy Networks Association and Ordnance
Survey to build a digital map of the UK's energy system that uses the power of
data to support a more efficient pathway to Net Zero.
· a multi-year contract with Defra and the Rural Payments Agency to
support its existing payments scheme to farmers as well as be involved in
government's transition to a new Environmental Land Management Scheme, and
· a significant contract extension with Google in the US for the
use of 1Data Gateway and 1Integrate in the management of their facilities.
We sit right at the heart of changes across multiple sectors. Whether that be
in helping governments and energy providers prepare to meet the green agenda,
supporting the investment in infrastructure upgrades as the world's economies
prepare for post-COVID recovery, or implementing new digital transformation
strategies. The positive market environment is translating into a growing
sales pipeline of opportunities across new and existing customers, both direct
and through our partners.
While the Board remains aware of the need to manage potential risks arising
from the Covid-19 pandemic, the strength of trading in the first two months of
the year, increase in committed revenue and depth of the sales pipeline and
positive market landscape provide the Board with confidence in a successful
year of growth ahead and exciting long-term future for 1Spatial.
Claire Milverton
Chief Executive Officer
* Adjusted EBITDA is a company-specific measure, which is calculated as operating loss before depreciation (including right of use asset depreciation), amortisation and impairment of intangible assets, share-based payment charge and strategic, integration, and other non-recurring items
CFO review
Summary
The Group delivered a robust financial performance in the year, growing
revenues and adjusted EBITDA* profit levels, whilst achieving the important
milestone of generating positive free cash flow**.
Revenue
Group revenue increased by 5% to £24.6m from £23.4m in FY 2020. Whilst
this included a full year's contribution from the Geomap-Imagis (GI)
acquisition, compared to nine months in the prior year, it was a solid result
against the challenges of the Covid-19 pandemic.
Recurring revenue
The business strategy is to grow revenue from repeatable business solutions on
longer-term contracts, including transitioning towards selling recurring term
subscription licences, rather than one-off perpetual licences. With this focus
in mind, the business achieved a growth in revenue of 11% (excluding the
impact of the reduction in perpetual licence revenue), and recurring revenue,
as a percentage of total revenue, increased to 43% (FY 2020: 41%). Revenue by
type is shown below:
Revenue by type
FY 2021 FY 2020 % change
Recurring revenue *** 10.6 9.6 10%
Services 11.1 10.0 11%
Revenue (excluding perpetual licences) 21.7 19.6 11%
Perpetual licences 2.9 3.8 (24%)
Total revenue 24.6 23.4 5%
Percentage of recurring revenue 43% 41%
* Adjusted EBITDA is a company-specific measure, which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, and other non-recurring items
** Free cash flow is defined as net increase/ (decrease) in cash for the year
before cash flows from the acquisition of subsidiaries, cash flows from new
borrowings and repayments of borrowings and cash flow from new share issue.
*** Recurring revenue comprises term licences and support and maintenance
revenue.
Whilst these recurring term licence sales require the support of a level of
services, the proportion of total revenue from term licences is expected to
increase, and revenue from perpetual licences is likely to continue to
decrease. Recurring revenue also includes support and maintenance from
customers with perpetual licences; this revenue is expected to transition in
time to being part of the subscription licences.
ARR
The Annualised Recurring Revenue ("ARR") (annualised value at the year-end of
committed recurring contracts for licences and support & maintenance)
increased in the year by 10% from £10.2m to £11.2m as at 31 January 2021.
The growth rates varied by region as shown in the table below with the US
growing at the fastest rate of 24%. The overall renewal rate was 90%.
ARR by region
FY 2021 FY 2020 % growth
UK/Ireland 3.88 3.32 17%
Europe 5.04 4.96 2%
US 1.24 1.00 24%
Australia 1.05 0.90 17%
Total ARR 11.21 10.18 10%
Committed revenue
The level of committed revenue (revenue for future services, licences and
support contracts committed contracted at the balance sheet date) increased
significantly in the year from the business focus of extending the commitment
periods and duration of contracts, as well as signing some higher value
service contracts. The level of committed project services revenue increased
by 26% from £4.5m to £5.7m.
The combination of committed revenue and a strong and growing pipeline of
prospects means that the business starts the current financial year with a
good likelihood of making further progress on its revenue growth plan. With
the business focus on developing and selling repeatable software solutions
under a SaaS model, there is an increased level of revenue visibility, which
allows the Board to plan future investment with confidence.
Regional revenue
Revenue growth by region is shown in the table below:
Regional revenue
FY 2021 FY 2020 % change
UK/Ireland 8.44 8.81 (4%)
Europe 11.15 10.24 9%
US 2.91 2.25 29%
Australia 2.10 2.08 1%
Total revenue 24.60 23.38 5%
Revenue in the UK/Ireland region fell by 4% but this was largely due to timing
of closing some contracts as total sales orders signed grew in the year.
Revenue in the European business was lower on a like for like basis mainly due
to Covid-19-related project delays (following the postponement of the French
local elections in H1), although overall revenues in Europe grew by 9%,
benefitting from three additional months of acquired revenues. Pleasingly,
there was a pick-up in revenue in the European operations in H2 FY 2021.
Revenue in the US, which now represents 12% of Group revenue, had the highest
growth rate at 29%.
Gross profit margin
The gross margin increased year on year to 53% from 52%. Within the cost of
sales, the Group received £0.3m of grants from overseas governments as part
of business support schemes in relation to Covid-19. Going forward, the
management team are focused on driving improvements to the gross margin
levels.
Adjusted EBITDA*
The adjusted EBITDA* (as defined above) increased by 12% to £3.6m from £3.2m
in the prior year with a higher margin of 14.8% (FY 2020: 13.8%). Cost
management was an important focus during FY 2021 and expenses are constantly
reviewed to ensure the level is appropriate for the structure of the business.
Administrative expenses increased over the comparable period mainly because of
the additional three months of the acquired business.
Strategic, integration and other non-recurring items
The final step in the integration of Geomap-Imagis ("G-I"), acquired in May
2019, was completed and our European operations now operate under one regional
management structure. As part of the restructuring, two of the G-I founders
and former directors are leaving the business and the restructuring will lead
to some cost savings, which will allow the business to invest in further
expansion. The costs amounting to £0.56m (FY 2020: £1.20m) have been
included in strategic, integration and other non-recurring items.
Operating loss and loss before tax
The Group recorded a reduced operating loss of £1.2m compared to £1.5m in
the prior year and the Group's loss before tax reduced to £1.4m from £1.7m
for the comparable period. The results were impacted by the strategic,
integration and other non-recurring items, as well as a number of non-cash
charges including amortisation of acquired intangibles and share-based
payments.
Taxation
The net tax credit for the period was £0.3m (FY 2020: £0.2m).
Balance sheet
The Group's net assets reduced to £14.7m from £15.5m at 31 January 2020.
The reduction was mainly due to the overall loss after tax offset by currency
gains in reserves.
Trade and other receivables increased in the year to £10.9m (FY 2020:
£9.9m), mainly due to increased trade debtors and accrued income at year end
following contract wins in Q4. Whilst there was also some increase in average
debtor days outstanding, this was largely due to lengthening payment cycles
with no material impact on the assessment of overall debtor collectability.
The increase in trade and other payables from £11.4m to £13.4m was primarily
driven by an increase in deferred income to £5.9m (FY 2020: £4.9m) and an
increase in other taxation and social security. The company benefitted from a
deferral of some indirect taxes of £0.4m in the year, which will be repaid in
FY 2022.
Cash flow
Operating cash flow inflow (before strategic, integration and other
non-recurring items) more than doubled to £4.2m in FY 2021 compared to £1.9m
in FY 2020.
Operating cash flow FY 2021 FY 2020
£'000 £'000
Cash generated from operations 3,983 572
Add back: Cashflow on strategic, integration and other non-recurring items 173 1,289
Cash generated from operations before strategic, integration and other 4,156 1,861
non-recurring items
Indeed, the focus on working capital and cost control has also resulted in
free cash flow* being positive (at £0.9m), even after non-recurring one-off
items, as shown in the table below:
Free cash flow FY 2021 FY 2020
£'000 £'000
Cash generated from operations before strategic, integration and other 4,156 1,861
non-recurring items
Net interest paid (179) (144)
Net tax received 484 313
Expenditure on product development and intellectual property capitalised (2,120) (2,188)
Purchase of property, plant and equipment (192) (132)
Lease payments (1,069) (792)
Free cash flow before strategic, integration and other non-recurring items 1,080 (1,082)
Cashflow on strategic, integration and other non-recurring items (173) (1,289)
Free cash flow * 907 (2,371)
* Free cash flow is defined as net increase/ (decrease) in cash for the year
before cash flows from the acquisition of subsidiaries, cash flows from new
borrowings and repayments of borrowings and cash flow from new share issue.
Within investing activities, the deferred consideration of €0.7m (£0.6m) on
the acquisition of Geomap Imagis, was paid as planned in H1 2021.
Investment in R&D
Development costs capitalised in the year amounted to £2.1m (FY 2020
£2.2m). Amortisation of development costs was £1.9m (FY 2020 £1.2m).
Financing
The Group arranged additional bank loans of £1.8m on reasonable commercial
terms. At the year-end the total loans outstanding were £3.0m. These have
been extended to 5-year loans following the exercise of an option in the
original agreement and the amount repayable in FY 2022 is approximately
€0.5m (£0.4m). With a gross cash position of £7.3m at 31 January 2021
(FY 2020 £5.1m) and positive operating cash generation, the business is in a
much stronger financial position than a year ago, which gives the Board the
confidence to continue to invest in its three-pillared growth plan.
Going forward, the Board and management teams are focused on increasing
revenues, in particular recurring revenues, whilst maintaining or improving
the Group's profitability and cash generation.
Andrew Fabian
Chief Financial Officer
Key Performance Indicators
Key income statement KPIs are set out below. There are no non-financial
KPIs.
2021 2020 Change Change
Revenue growth £m £m £m %
Recurring revenue 10.6 9.6 1.0 10%
Total revenues 24.6 23.4 1.2 5%
Gross profit margin 53% 52% 1% 2%
Adjusted * EBITDA 3.6 3.2 0.4 12%
Free cash flow ** 0.9 (2.4) 3.3 n/a
* Adjusted EBITDA is a company-specific measure which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, and other non-recurring items.
** Free cash flow is defined as net increase/ (decrease) in cash for the year
before cash flows from the acquisition of subsidiaries, cash flows from new
borrowings and repayments of borrowings and cash flow from new share issue.
Environmental, Social and Governance
Our Vision
At 1 Spatial, we are striving to make the world safer, smarter and more
sustainable for the future. We believe the answers to achieving these goals
are held in data and are passionate about working with our customers to unlock
the value of their location data - Smarter Data, Smarter World
Our World Better
At 1Spatial we are an important part of the Geospatial Ecosystem where using
and sharing data provides significant opportunities to support businesses and
governments to deliver against important sustainability goals.
Our domain expertise and Location Master Data Management approach which is
data and system agnostic allows us to be an integral and important part of
this Ecosystem. A good example of this is where we are working with our
partner, Ordnance Survey, on a proof of concept to build a digital map of the
UK's energy system that uses the power of data to support a more efficient
pathway to Net Zero. A key driver of this map is for planning, managing and
sharing the location of Electric Vehicle charging points and builds on the
recommendations of the UK Government's Energy Data Taskforce
Our vision at 1Spatial is to "help our customers unlock the value of their
location data" which could also be interpreted as "making better use of data
that they already have". We help our customers do this by using our software
tools to improve the quality of their data so it is fit for purpose within
important use cases. This is a huge economic efficiency for our customers as
the cost and time to acquire new spatial data, for example through field
collection, can often be very high and therefore have a negative impact on the
environment. Our 1Spatial suite of business applications together with those
of our partners, can be deployed to make use of this data for specific
business needs.
In the past we've seen a lot of these business needs around efficiencies or
cost savings but more and more we are seeing the drivers of these solutions
around sustainability, social matters, health and safety and regulatory
compliance.
Some examples of these include the following:
- The work we are doing in the US with a number of 911 Emergency
Services departments to ensure that they have consistent and accurate address
data to improve emergency vehicle response times which will ultimately result
in saving lives.
- In the UK we have an incident management mobile application that
allows the utility engineers to manage customers on a real time basis, going
door to door to check customer safety and prioritise visits to vulnerable
customers.
- In France we are working with the Société Wallonne des Eaux
(SWDE), as part of their move to become more sustainable in the management of
their water resources. SWDE relies on systems and the expertise of 1Spatial to
carry out innovative projects, to improve the efficiency of distribution
networks enabling SWDE to reduce its water losses by several million m³ in a
few years.
- We are helping the Environment Agency in the UK with their Net
Zero planning by helping them to understand where their assets are to be able
to ensure protection of homes, businesses, and communities from the risk of
flooding.
- We are supporting states such as Michigan in in the US with
their underlying master data to ensure they can make trusted decisions for the
state and its citizens.
- We support national mapping agencies such as Ordnance Survey
Great Britain and Ordnance Survey Ireland which are using the authoritative
data to support the nation including Covid-19 related issues.
Whether creating these specific customer business applications or supporting
national mapping agencies so they can help manage the Covid-19 pandemic, our
team delivers results that make a real difference to people's lives.
As a member of the Geospatial Community, the natural world is an inspiration
for the whole of the 1Spatial team. We know that, together, we can make our
world better. We support our people who each year volunteer their time,
energy and skills for global good causes. The Missing Maps Project,
which aims to map the most crisis-prone parts of the world, and the
humanitarian mapping charity, MapAction are two organisations that are
particularly close to our hearts. We regularly participate in local,
national and international charity fundraisers. Our team in the UK recently
raised money to mark 72 years of the NHS.
Over the past few years, we have raised funds for charities such as Cancer
Council, Care International, Red Nose Day, Save the Children, The
Trussell Trust, MapAction, Macmillan Cancer Support, Oxfam, Age
UK, Philippines Typhoon Appeal, WinterComfort and Arthur Rank Hospice
Charity.
Environmental
We are committed to find ways to reduce our impact on the environment. We have
made significant carbon emissions reductions during the past year and are
committed to continuing these.
Our move to home working in all offices over the pandemic has reduced our
travel related pollution, and improved staff well-being with regards to
work/life balance. We've taken project work online, using remote systems to
manage interactions with our clients which has further reduced travel
pollution. Moving forward to a post-Covid workplace, we've implemented systems
that allow greater flexibility for staff and have an ongoing commitment to
support staff to work remotely.
Some of our current environmental initiatives include:
· In some countries there are subsidies available for using
public transport or bikes. We promote and encourage these schemes to staff in
all applicable offices.
· We have created a "Climate Neutral Website" through a fully
traceable scheme that offsets carbon emissions with a project in the DR Congo.
· We have recycling initiatives across our offices including
recycling our computer equipment. We actively source and choose recycled
stationary and other office supplies wherever possible.
· Our Paris office in France and our Vienna office in the US are
"green" buildings.
· We donated to Toilet Twinning: a charity focusing on hygiene
education and latrine building in communities without ready access to safe
water, sanitation and healthcare.
· We have electric car charging points in some of our office car
parks and will be considering hybrid vehicles as lease car renewals come up.
In the UK we are certified to ISO 14001:2015 which is a standard related to
environmental management that exists to help organisations minimize how their
operations negatively affect the environment; comply with applicable laws,
regulations, and other environmental requirements; and continually improve
Social
1Spatial is a team where everyone makes a difference. From our developers,
testers and engineers to our consultants, marketing professionals and senior
managers, everyone contributes to our success.
But making a difference goes beyond our day-to-day business and the work we
provide as part of our professional roles. Our 1Team have come together to
create staff led committees for Social, Community and Environmental
initiatives, each working to run schemes and activities which will directly
benefit local communities and the world around them. We are very proud of all
our staff who volunteer their time, energy and skills for local and
worldwide charities and good causes.
We are also passionate about looking after our staff and actively promote the
importance of mental health and happiness. Taking the time to be kind to
yourself is something we urge all our staff to do and as part of our
commitment to their well-being, we have started to roll out the following
initiatives across our offices:
· Mental health awareness training
· Mental health first aiders
· Internal events and initiatives to encourage staff to take time
out from their working day
We are always looking at ways to ensure equality and diversity across our
company and an inclusive, welcoming working environment for everyone.
Over the past year we have celebrated: International Women's Day, World Food
Day, Diwali, Thanksgiving, Mental Health Awareness Week, Earth Day and Health
and Happiness month.
Some of the other social activities organised by our 1Team include:
· 1Global Challenge - all staff were encouraged to "Get
Active", "Get Creative" and "Get experimental"
· Creating a 1Spatial Cookbook with recipes from around the world
· Online fitness and relaxation sessions
· Flexible working to further support employees especially during
the pandemic
· Regular team meetings and all employee global sessions to help
communication and ensure all team members feel involved and part of the 1Team.
· A variety of social activities across the offices for team
members to join in quizzes and games (played at a local and global level).
More information with respect to how the Directors of 1Spatial are fulfilling
duties to promote the success of the company which includes the interests of
various stakeholders such as Employees, Customers, Suppliers and Partners is
set out within the Section 172 of the Annual Report.
Governance
It's an exciting time to be part of a growing digital economy and data driven
sector and whilst promoting the use of data is important, safeguarding the use
of location data is absolutely key. Governments globally have set guidelines
around areas such as data access, privacy, ethics and security. We adhere
to these standards globally and good governance over customer data is central
to everything we have been doing for a numbers of years. More and more we
work with our customers on their projects directly through the cloud and so we
do not have to take local copies of data which improves security around
this. We take significant steps to ensure high security around our IT
systems with adoption of security standards such as Cyber Essentials.
In the UK and USA we are ISO 9001 accredited. This means that we have
stringent quality processes ensuring governance in all our processes,
projects and efforts. Quality processes are well documented and
followed by all teams.
At 1Spatial we are committed to good Corporate Governance and adhere to the
standards contained in the Corporate Governance Code for Small and Mid-Size
Quoted Companies (QCA Code).
Consolidated statement of comprehensive income
For the year ended 31 January 2021
Note 2021 2020
£'000 £'000
Revenue 3 24,600 23,385
Cost of sales (11,451) (11,123)
Gross profit 13,149 12,262
Administrative expenses (14,395) (13,800)
(1,246) (1,538)
Adjusted EBITDA * 3,632 3,226
Less: depreciation (202) (152)
Less: depreciation on right of use asset 11 (1,106) (878)
Less: amortisation and impairment of intangible assets 6 (2,806) (2,169)
Less: share-based payment charge (272) (398)
Less: strategic, integration and other non-recurring items 4 (492) (1,167)
Operating loss (1,246) (1,538)
Finance income 39 40
Finance costs (226) (235)
Net finance cost (187) (195)
Loss before tax (1,433) (1,733)
Income tax credit 5 308 248
Loss for the year (1,125) (1,485)
Loss for the year attributable to:
Equity shareholders of the Parent (1,125) (1,485)
(1,125) (1,485)
Other comprehensive (expense)/income
Items that may subsequently be reclassified to profit or loss:
Actuarial (losses)/gains arising on defined benefit pension, net of tax (15) 40
Exchange differences arising on translation of net assets of foreign 148 (120)
operations
Other comprehensive income/(loss) for the year, net of tax 133 (80)
Total comprehensive loss for the year (992) (1,565)
Total comprehensive loss attributable to the
equity shareholders of the Parent (992) (1,565)
Note 2021 2020
£'000 £'000
Loss per ordinary share attributable to the owners of the Parent during the
year (expressed in pence per ordinary share):
Basic and diluted loss per share 15 (1.0) (1.4)
* Adjusted EBITDA is a company-specific measure which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, and other non-recurring items (see
note 4)
Consolidated statement of financial position
As at 31 January 2021
Note 2021 2020
£'000 £'000
Assets
Non-current assets
Intangible assets including goodwill 6 15,187 15,560
Property, plant and equipment 392 374
Right of use assets 11 2,694 3,272
Total non-current assets 18,273 19,206
Current assets
Trade and other receivables 7 10,890 9,930
Current income tax receivable 164 233
Cash and cash equivalents 8 7,278 5,108
Total current assets 18,332 15,271
Total assets 36,605 34,477
Liabilities
Current liabilities
Bank borrowings 9 (470) (135)
Trade and other payables 10 (13,418) (11,439)
Lease liabilities 11 (925) (957)
Deferred consideration 12 - (599)
Total current liabilities (14,813) (13,130)
Non-current liabilities
Bank borrowings 9 (2,542) (1,086)
Lease liabilities 11 (1,743) (2,340)
Deferred consideration 12 (390) (370)
Defined benefit pension obligation (1,606) (1,417)
Deferred tax 13 (776) (679)
Total non-current liabilities (7,057) (5,892)
Total liabilities (21,870) (19,022)
Net assets 14,735 15,455
Share capital and reserves
Share capital 14 20,150 20,150
Share premium account 14 30,479 30,479
Own shares held 14 (303) (303)
Equity-settled employee benefits reserve 3,604 3,332
Merger reserve 16,465 16,465
Reverse acquisition reserve (11,584) (11,584)
Currency translation reserve 332 184
Accumulated losses (43,931) (42,791)
Purchase of non-controlling interest reserve (477) (477)
Total equity 14,735 15,455
Consolidated statement of changes in equity
For the year ended 31 January 2021 Share capital Share premium account Own shares held Equity-settled employee benefits reserve Merger reserve Reverse Currency translation reserve Purchase of non-controlling interest reserve Accumulated losses Total equity
£'000 acquisition
reserve
Balance at 1 February 2019 18,971 28,661 (303) 2,934 16,030 (11,584) 304 (477) (41,346) 13,190
Comprehensive income/(loss)
Loss for the year - - - - - - - - (1,485) (1,485)
Other comprehensive income/(loss)
Actuarial gains arising on defined benefit pension - - - - - - - - 40 40
Exchange differences on translating foreign operations - - - - - - (120) - - (120)
Total other comprehensive income/(loss) - - - - - - (120) - 40 (80)
Total comprehensive income/(loss) - - - - - - (120) - (1,445) (1,565)
Transactions with owners
Issue of share capital, net of share issue costs 1,179 1,818 - - 435 - - - - 3,432
Recognition of share-based payment expense - - - 398 - - - - - 398
1,179 1,818 - 398 435 - - - - 3,830
Balance at 31 January 2020 20,150 30,479 (303) 3,332 16,465 (11,584) 184 (477) (42,791) 15,455
Comprehensive loss
Loss for the year - - - - - - - - (1,125) (1,125)
Other comprehensive loss
Actuarial gains arising on defined benefit pension - - - - - - - - (15) (15)
Exchange differences on translating foreign operations - - - - - - 148 - - 148
Total other comprehensive (loss)/income - - - - - - 148 - (15) 133
Total comprehensive loss - - - - - - 148 - (1,140) (992)
Transactions with owners
Recognition of share-based payment expense - - - 272 - - - - - 272
- - - 272 - - - - - 272
Balance at 31 January 2021 20,150 30,479 (303) 3,604 16,465 (11,584) 332 (477) (43,931) 14,735
Consolidated statement of cash flows
For the year ended 31 January 2021
Note 2021 2020
£'000 £'000
Cash flows from operating activities
Cash generated from operations 8 (a) 3,983 572
Interest received 39 40
Interest paid (218) (184)
Tax received 484 313
Net cash generated from operating activities 4,288 741
Cash flows from investing activities
Acquisition of subsidiary (net of cash acquired) 12 - (2,151)
Purchase of property, plant and equipment (192) (132)
Capitalisation of development costs and other intangibles 6 (2,120) (2,188)
Net cash used in investing activities (2,312) (4,471)
Cash flows from financing activities
New borrowings 1,800 672
Repayment of borrowings (146) (133)
Repayment of lease obligations 11 (1,069) (792)
Payment of deferred consideration on acquisition 12 (585) -
Net proceeds of share issue 14 - 2,805
Net cash generated from financing activities - 2,552
Net increase/(decrease) in cash and cash equivalents 1,976 (1,178)
Cash and cash equivalents at start of year 5,108 6,358
Effects of foreign exchange on cash and cash equivalents 194 (72)
Cash and cash equivalents at end of year 8 (b) 7,278 5,108
Notes to the financial statements
For the year ended 31 January 2021
1. Basis of preparation
The preliminary information of 1Spatial plc have been prepared in accordance
with international accounting standards in conformity with the requirements of
the Companies Act 2006. The "requirements of the Companies Act 2006" here
means accounts being prepared in accordance with "international accounting
standards" as defined in section 474(1) of that Act, as it applied immediately
before IP completion day (end of transition period), including where the
company also makes use of standards which have been adopted for use within the
United Kingdom in accordance with regulation 1(5) of the International
Accounting Standards and European Public Limited Liability Company (Amendment
etc.) (EU Exit) Regulations 2019. The consolidated financial statements have
been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies.
The results shown for the year ended 31 January 2021 and 31 January 2020 are
audited. The consolidated financial information contained in this announcement
does not constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006. Statutory accounts of the Company in respect of the
financial year ended 31 January 2021 were approved by the Board of directors
on 27 April 2021 and will be delivered to the Registrar of Companies in due
course. The report of the auditors on those accounts was unqualified and did
not contain an emphasis of matter paragraph nor any statement under Section
498 of the Companies Act 2006.
2. Going concern
The Board used as its basis for the going concern review the budget for the
FY22 year, rolled out to 30 April 2022 using part of its forecast for FY 2023,
so that a full 12-month period from the date of signing the FY21 Annual Report
and Accounts is considered. Due to the uncertainty created by COVID-19, in
addition to applying the normal sensitivities to cash flows, the going concern
review also included a reverse-stress test to demonstrate that even if new
business and renewals are severely impacted by further lockdowns and impacts
of the pandemic, the finances of the Group are in a robust position.
The Group started the prior financial year on 1 February 2020 with cash of
£5.1m and borrowings of £1.2m, giving net funds (before lease liabilities)
of £3.9m. The Group started the current financial year on 1 February 2021
with cash of £7.3m and debt of £3.0m, giving net funds (before lease
liabilities) of £4.3m, having increased its net cash in the year even after
paying £0.6m of deferred consideration.
Despite the pandemic, the year ended 31 January 2021 was a year of revenue,
adjusted EBITDA* and operating cash flow growth. The two main contributors to
this were the Group's industry markets, Government, Utilities and Transport,
not being adversely affected by Covid-19, and swiftly adapting to home working
and remote delivery of projects.
There was a Covid-19 related dip in new business generation in the first half,
particularly in Europe, but the second half showed a strong performance, with
a number of significant contract wins and new clients added in all
Geographies.
The growth of the pipeline of new business opportunities, and accelerated win
rate in recent months, provides the Board with confidence that 1Spatial is on
a path of profitable growth. We have entered the new year with a record level
of contracted future revenue, a wide range of customers in stable industry
segments of Government, Utilities and Transport and growing proof of delivery
both in Europe and the USA.
The Board has concluded, after reviewing the work performed and detailed
above, that the Group has adequate resources to continue in operation for at
least 12 months from the date of approval of the financial statements.
Accordingly, they have adopted the going concern basis in preparing these
financial statements.
3. Segmental information
The chief operating decision-maker has been identified as the Board of
Directors, which makes the Group's strategic decisions. The Group is now
focused on developing and selling repeatable solutions and recurring term
licences globally, with associated support services. As such, the Board
considers that the Group operates with only one segment and one CGU under one
global strategy and the results are accordingly presented as group results
only.
The following table provides an analysis of the Group's revenue by type.
Revenue by type
2021 2020
£'000 £'000
Term licences 1,100 1,000
Support & maintenance - own 7,800 7,000
Support & maintenance - third party 1,700 1,600
Recurring revenue 10,600 9,600
Services 11,100 10,000
Perpetual licences - own 1,400 1,400
Perpetual licences - third party 1,500 2,400
Total revenue 24,600 23,400
The Group's operations are located in the United Kingdom, Europe (Ireland,
France and Belgium) the United States, Tunisia and Australia. The following
table provides an analysis of the Group's revenue by geographical destination.
Revenue by region
2021 2020
£'000 £'000
UK 7,160 7,381
Europe 11,460 11,080
US 2,908 2,250
Rest of World 3,072 2,674
Total revenue 24,600 23,385
The Board assesses the performance of the Group based on a measure of adjusted
EBITDA. Adjusted EBITDA is a company-specific measure which is calculated as
operating loss before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based
payment charge and strategic, integration, and other non-recurring items (see
note 4).
The following table provides an analysis of the Group's revenue by country of
domicile, split by whether the revenue is recognised at a point in time or
over time.
2021 2020
£'000 £'000
UK/Ireland 8,443 8,810
At a point in time 1,081 1,651
Over time 7,362 7,159
Europe 11,150 10,242
At a point in time 1,687 2,158
Over time 9,463 8,084
United States 2,908 2,250
At a point in time 987 864
Over time 1,921 1,386
Australia 2,099 2,083
At a point in time 742 915
Over time 1,357 1,168
24,600 23,385
As at 31 January 2021, costs to obtain and fulfil a contract of £197,000 were
included in other receivables (2020: £113,000). Amortisation of costs to
obtain and fulfil a contract for the year ended 31 January 2021 were £109,000
(2020: £71,000). The Group has no significant concentration risk with no
major customers representing more than 10% of Group revenue. (2020: nil).
The Group has significant contract balances (both assets and liabilities),
which arise out of the ordinary course of its operations. Contract assets
include accrued income, which arises where chargeable work is performed, and
the revenue is recognised based upon satisfaction of performance obligations
in advance of invoicing the client. This can arise because, particularly for
some larger projects, client invoicing may be in stages and linked to project
milestones. Once an invoice is raised then the related accrued income will be
reduced by the invoiced amount.
Significant contract liabilities arise when a client has been invoiced
annually in advance (for example, for annual support and maintenance
contracts) and the revenue is recognised on a monthly basis over the year. In
that case, the initial invoiced amount is fully deferred and then released to
the profit and loss over the course of the contract.
The following table provides an analysis of the Group's non-current assets by
location.
2021 2020
£'000 £'000
UK/Ireland 6,772 7,223
Europe 8,741 8,950
United States 2,755 3,007
Rest of World 5 26
Total 18,273 19,206
4. Strategic, integration and other non-recurring items
In accordance with the Group's policy for strategic, integration and other
non-recurring items, the following charges were included in this category for
the year:
2021 2020
£'000 £'000
Costs associated with the acquisition and integration of Geomap-Imagis 555 1,198
Net credits associated with the disposal of Enables IT (63) (31)
Total 492 1,167
Costs of £0.6m in relation to the acquisition and integration of the
Geomap-Imagis acquisition comprise professional fees associated with
integrating the operations, costs of legal and operational merger activities
and redundancies as part of the restructuring.
The Group also received £63,000 further receipts related to the disposal of
Enables IT in a prior year.
5. Income tax credit
2021 2020
£'000 £'000
Current tax
UK corporation tax on income for year (187) (212)
Foreign 73 (6)
tax
Adjustments in respect of prior years (268) 48
Total current tax (382) (170)
Deferred tax (note13)
Origination and reversal in temporary differences (111) (78)
Effect of tax rate change on opening balance 11 -
Adjustments in respect of prior years 174 -
Total deferred tax 74 (78)
Total tax credit (308) (248)
Factors affecting the tax credit for the year:
The tax credit for the year is higher (2020: lower) than the standard rate of
corporation tax in the UK. The differences are explained below:
2021 2020
£'000 £'000
Loss on ordinary activities before tax (1,433) (1,733)
(1,433) (1,733)
(272) (330)
Loss on ordinary activities before tax multiplied by the effective rate of
corporation tax in the UK of 19% (2020: 19%)
Effect of:
Expenses not deductible for tax purposes 22 157
Adjustment in respect of R&D tax credits (191) (153)
Effect of movement in deferred tax rate 27 (80)
Utilisation of losses not previously recognised for tax purposes (170) (19)
Deferred tax not recognised on losses carried forward 440 20
Adjustments in respect of prior years (94) 34
Differences in tax rates applicable to overseas subsidiaries (70) 123
Total credit for year (308) (248)
The relevant deferred tax balances have been measured at 19% for the current
year-end, being the tax rate enacted by the reporting date (2020: 17%).
In the Spring Budget 2021, the Government announced that from 1 April 2023 the
corporation tax rate would increase to 25%. As the proposal to change the rate
had not been substantively enacted at the balance sheet date, its effects are
not included in these financial statements. However, it is likely that the
overall effect of the change, had it been substantively enacted by the balance
sheet date, would be to increase the deferred tax charge for the period of
£71,500 and to increase the deferred tax liability by £71,500.
6. Intangible assets including goodwill
Goodwill Brands Customers and Software Development Website costs Intellectual property Total
related contracts costs
£'000
£'000 £'000
£'000 £'000 £'000 £'000 £'000
Cost
At 1 February 2020 17,291 452 4,579 6,487 16,932 30 66 45,837
Additions - - - 75 2,039 - 6 2,120
Written-off - - - - - (30) (30)
Effect of foreign exchange 156 12 185 195 314 - - 862
At 31 January 2021 17,447 464 4,764 6,757 19,285 - 72 48,789
Accumulated impairment and amortisation
At 1 February 2020 11,363 204 3,113 4,185 11,374 30 8 30,277
Amortisation - 47 422 445 1,889 - 3 2,806
Written-off - - - - - (30) - (30)
Effect of foreign exchange 185 1 106 66 191 - - 549
At 31 January 2021 11,548 252 3,641 4,696 13,454 - 11 33,602
Net book amount at 5,899 212 1,123 2,061 5,831 - 61 15,187
31 January 2021
The net book amount of development costs includes £5,831,000 (2020:
£5,558,000) internally generated capitalised software development costs that
meet the definition of an intangible asset. The amortisation charge of
£2,806,000 (2020: £2,058,000) is included in the administrative expenses in
the statement of comprehensive income.
The key assumptions used in the value in use calculations were the pre-tax
discounts rate applied (13%) and growth assumptions. Sales forecasts and their
corresponding costs for the Group in relation to the business applications for
the five-year period ending 31 January 2026 are likely to increase by 12% p.a.
overall. No impairment is required as no individual asset has a higher
carrying value than its value in use.
Goodwill Brands Customers and Software Development Website costs Intellectual property Total
related contracts costs
£'000
£'000 £'000
£'000 £'000 £'000 £'000 £'000
Cost
At 1 February 2019 16,161 232 2,843 4,421 15,012 30 66 38,765
Arising on acquisition 1,338 226 1,847 2,164 - - - 5,575
Additions - - - - 2,188 - - 2,188
Effect of foreign exchange (208) (6) (111) (98) (268) - - (691)
At 31 January 2020 17,291 452 4,579 6,487 16,932 30 66 45,837
Accumulated impairment and amortisation
At 1 February 2019 11,533 165 2,754 3,850 10,232 30 7 28,571
Amortisation - 40 433 385 1,197 - 3 2,058
Impairment - - - - 111 - - 111
Effect of foreign exchange (170) (1) (74) (50) (166) - (2) (463)
At 31 January 2020 11,363 204 3,113 4,185 11,374 30 8 30,277
Net book amount at 5,928 248 1,466 2,302 5,558 - 58 15,560
31 January 2020
Impairment tests for goodwill
Goodwill is assessed for the Group as a whole as the Group operates with one
segment and one CGU. The Group has moved from two CGUs to one as the Group now
manages its operations under one global strategy and the European acquisition
is now fully integrated into the business. All aspects of the business are
focusing now on growing recurring revenue of repeatable solutions using
technology that will be deployed globally under a single strategy. Products
developed by regional development teams are marketed globally.
2021 2020
Goodwill Total Total
£'000 £'000
Opening carrying value 5,928 4,628
Arising on acquisition - 1,338
Effect of foreign exchange (29) (38)
Closing carrying value 5,899 5,928
Basis for calculation of recoverable amount
The Group has prepared, and formally approved, a five-year plan for its CGU
(based on a formal 3-year plan extended for two more projected years). The
detailed plan put together by the management team and the Board makes
estimates for revenue and gross profit expectations. This is from both
contracted and pipeline revenue streams. It also takes account of historical
success of winning new work and has been prepared in accordance with IAS 36,
'Impairment of Assets'.
The key assumptions used in the value in use calculations were the pre-tax
discount rates applied (13%) and the growth assumptions. Growth in sales and
corresponding costs for the five-year period has been forecast at 12% and 6%
per annum respectively.
The rates used in the above assumptions are consistent with management's
knowledge of the industry and strategic plans going forward. The assumptions
noted above have been given in terms of revenue and overhead percentage
growth. For 2022 and subsequent years, the assumption has been provided in
terms of growth on the prior year EBITDA. The terminal growth rate of 2% does
not exceed the long-term growth rate for the business in which the CGUs
operate. The discount rate used is pre-tax and reflect specific risks
relating to the Group. The forecasts are most sensitive to changes in
revenue and overhead assumptions (taken together as the EBITDA). However,
there are no major changes to the key assumptions which would cause the
goodwill to be impaired.
There would have to be a reduction in forecast EBITDA by 24% in the year
ending 31 January 2022 for the headroom to be removed.
7. Trade and other receivables
Current 2021 2020
£'000 £'000
Trade receivables 5,607 5,012
Less: provision for impairment of trade receivables (80) (68)
5,527 4,944
Other receivables 1,497 1,431
Prepayments and accrued income 3,866 3,555
10,890 9,930
Below is a reconciliation of the movement in accrued income:
Total
£'000
At 1 February 2020 2,613
Accrued revenue invoiced in the year (2,613)
Revenue accrued in the year 2,847
Foreign exchange difference 103
At 31 January 2021 2,950
The fair value of the Group's trade receivables and other receivables is the
same as its book value stated above. No interest is charged on overdue
receivables.
At 31 January 2021, trade receivables of £3,541,000 (2020: £3,681,000) were
fully performing. Before accepting any new customer, the Group assesses the
potential customer's credit quality and defines credit limits by customer.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables
and contract assets. To measure expected credit losses on a collective
basis, trade receivables and contract assets are grouped based on similar
credit risk and aging. The contract assets have similar risk characteristics
to the trade receivables for similar types of contracts. The expected credit
losses are based on the Group's historical credit losses which are then
adjusted for current and forward-looking information on macroeconomic factors
affecting the Group's customers. The Group has identified gross domestic
growth rates, unemployment rates and inflation rates as the key macroeconomic
factors in the countries in which the Group operates.
At 31 January 2021, trade receivables of £1,986,000 (2020: £1,262,000) were
past due but not impaired. The ageing analysis of these customers is set out
below. There has been no change in the credit quality of these balances;
they relate to customers where there is no history of default and are still
considered fully recoverable.
2021 Weighted average loss rate Impairment loss allowance
£'000 £'000
Current 3,541 0.1% 4
Up to 3 months overdue 1,392 0.5% 7
3 to 6 months overdue 149 2.5% 4
6 to 12 months overdue 272 5.0% 14
> 12 months overdue 253 20.0% 51
5,607 80
.
The ageing of these receivables is as follows:
2020 Weighted average loss rate Impairment loss allowance
£'000 £'000
Current 3,681 0.1% 4
Up to 3 months overdue 997 1.5% 15
3 to 6 months overdue 87 5.0% 5
6 to 12 months overdue 123 10.0% 13
> 12 months 124 25.0% 31
5,012 68
As of 31 January 2021, trade receivables of £80,000 were impaired (2020:
£68,000) and provided for.
The trade receivables above include performance retentions on long-term
contracts.
Movements on the Group provision for impairment of trade receivables are as
follows:
2021 2020
£'000 £'000
At 1 February 68 13
Created on acquisition - 55
Increase in provision 12 -
At 31 January 80 68
The other classes within trade and other receivables do not contain impaired
assets and the Group expects to recover these in full. There are no
financial assets whose terms have been renegotiated that would otherwise be
past due or impaired.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable noted above. The Group does not hold any
collateral as security.
8. Cash and cash equivalents and notes to the consolidated statement of cash flows
2021 2020
£'000 £'000
Cash at bank and in hand 7,278 5,108
7,278 5,108
The fair value of the Group's cash and cash equivalents is the same as its
book value stated above.
Notes to the consolidated statement of cash flows
(a) Cash generated from operations
2021 2020
£'000 £'000
Loss before tax (1,433) (1,733)
Adjustments for:
Finance income (39) (40)
Finance cost 226 184
Depreciation 1,308 1,030
Amortisation of acquired intangibles 917 861
Amortisation and impairment of development costs 1,889 1,308
Share-based payment charge 272 398
Net foreign exchange movement (34) 167
Increase in trade and other receivables (655) (2,377)
Increase in trade and other payables 1,446 702
Increase in defined benefit pension obligation 86 72
Cash generated from operations 3,983 572
2021 2020
£'000 £'000
Cash generated from operations before strategic, integration and other 4,156 1,861
non-recurring items
Cash flow on strategic, integration and other non-recurring items (173) (1,289)
Cash generated from operations 3,983 572
(b) Reconciliation of net cash flow to movement in net funds
2021 2020
£'000 £'000
Increase/(Decrease) in cash in the year 1,976 (1,178)
Changes resulting from cash flows 1,976 (1,178)
Net cash inflow in respect of new borrowings (1,800) (672)
Change in net funds due to borrowings acquired - (731)
Net cash outflow in respect of borrowings repaid 146 133
Effect of foreign exchange 57 (23)
Change in net funds 379 (2,471)
Net funds at beginning of year 3,887 6,358
Net funds at end of year 4,266 3,887
Analysis of net funds
Cash and cash equivalents classified as:
Current assets 7,278 5,108
Bank loans (3,012) (1,221)
Net funds at end of year 4,266 3,887
Net funds is defined as cash and cash equivalents net of bank loans.
c) Reconciliation of movement in liabilities from financing activities
Bank borrowings and leases due within 1 year Bank borrowings and leases due after 1 year Total
£'000 £'000 £'000
Total debt (including lease liabilities) as at 1 February 2020 1,092 3,426 4,518
Borrowings at 1 February 2020 135 1,086 1,221
New borrowings in the year - 1,800 1,800
Repayment of borrowings (146) - (146)
Foreign exchange difference 11 126 137
Borrowings before transfer - 3,012 3,012
Transfer from due after 1 year to due within 1 year 470 (470) -
Borrowings as at 31 January 2021 470 2,542 3,012
Lease liability at 1 February 2020 957 2,340 3,297
Cash movements:
Lease payments (1,183) - (1,183)
Rent concession (88) - (88)
Non-cash movements:
Additions in the year - 586 586
Interest cost 114 - 114
Foreign exchange difference 200 (258) (58)
Lease liability before transfer - 2,668 2,668
Transfer from due after one year to due within one year 925 (925) -
Lease liability as at 31 January 2021 925 1,743 2,668
Total debt (including lease liabilities) as at 31 January 2021 1,395 4,285 5,680
9. Bank borrowings
2021 2020
£'000 £'000
Current bank borrowings 470 135
Non-current bank borrowings 2,542 1,086
3,012 1,221
Bank borrowings relate to bank loans 1Spatial France and Geomap-Imagis
totalling. Bank loan interest is charged on a fixed rate basis with interest
rates ranging between 0% and 3.1%, included the related guarantee costs.
The loans are due for repayment over a five-year period, with a broadly even
repayment pattern with approximately €0.5m (£0.4m) due for repayment in FY
2022. New borrowings in the year amounted to £1.8m. There are no financial
covenants attached to the loans, nor is there any security applied. All loans
are denominated in €.
10. Trade and other payables
Current
2021 2020
£'000 £'000
Trade payables 1,736 2,143
Other taxation and social security 3,496 2,477
Other payables 852 996
Accrued liabilities 1,464 905
Deferred income 5,870 4,918
13,418 11,439
The Directors consider that the book value of trade payables, taxation, other
payables, accrued liabilities and deferred income approximates to their fair
value at the reporting date.
Below is a reconciliation of the movement in deferred income:
Total
£'000
At 1 February 2020 4,918
Revenue recognised in the year (4,918)
Revenue deferred at year end 5,719
Foreign exchange difference 151
At 31 January 2021 5,870
11. Leases
Right of use assets £'000
At 1 February 2020 3,272
Additions during the year 598
Depreciation (1,106)
Foreign exchange difference (70)
At 31 January 2021 2,694
31 January 2021 31 January 2020
£'000 £'000
Buildings 2,428 3,004
Cars 216 221
Others 50 47
2,694 3,272
Lease liabilities £'000
At 1 February 2020 3,297
Additions during the year 586
Rent concession (88)
Interest cost 114
Cash paid (1,183)
Foreign exchange difference (58)
At 31 January 2021 2,668
31 January 2021 1 February 2020
£'000 £'000
Current 925 957
Non-current 1,743 2,340
2,668 3,297
Amounts recognised in profit or loss:
Depreciation charge of right of use assets 2021 2020
£'000 £'000
Buildings 970 759
Cars 104 92
Others 32 27
1,106 878
The Group has elected to utilise the practical expedient for all rent
concessions that met the criteria under the amendment to IFRS 16
(Covid-19-Related Rent Concessions). The effect of applying the practical
expedient was a credit to administrative expenses of £88k (FY 20: nil).
12. Business combinations
On 7 May 2019, the Company entered into two share purchase agreements (each a
"SPA") to acquire the entire issued share capital of Geomap-Imagis
Participations ("Geomap-Imagis") (the "Acquisition"), for a total
consideration of €7.0m (the "Consideration"). Full details of the
acquisition were provided in the Annual Report for the year ended 31 January
2020. No changes were made in the year ended 31 January 2021 to the previously
reported fair values and resulting goodwill.
During the year, further costs were incurred associated with the acquisition
and integration of the Geomap-Imagis Group amounting to £0.5m as disclosed in
note 4.
In June 2020, 1Spatial France paid the deferred consideration of €0.7m
(£585,000) of the cash consideration which had been held in escrow until the
first anniversary of Completion.
As at 31 January 2021, a balance of €440,540 (£390,000) Consideration
Shares remained outstanding to be satisfied on 30 March 2023.
As disclosed in note 16, Post Balance Sheet Events, the terms of the Share
Purchase agreement were amended.
13. Deferred tax
The following are the major deferred tax liabilities and (assets) recognised
by the Group and movements thereon during the current year and prior reporting
years.
Tax losses Accelerated tax depreciation Intangibles Other temporary differences Total
£'000 £'000 £'000 £'000 £'000
At 1 February 2019 (405) 22 586 (11) 192
Acquired in the year (310) - 1,059 (188) 561
Deferred tax (credit)/charge for year in profit or loss 100 (22) (149) (7) (78)
DT charge/(credit) OCI - - - 23 23
Foreign exchange difference - - (20) 1 (19)
At 31 January 2020 (615) - 1,476 (182) 679
Deferred tax (credit)/charge for year in profit or loss 53 - (121) 142 74
DT charge/(credit) OCI - - - 5 5
Foreign exchange difference - - - 18 18
At 31 January 2021 (562) - 1,355 (17) 776
Deferred income tax assets are recognised against tax loss carry-forwards to
the extent that the realisation of the related tax benefit through future
taxable benefits is probable. The Group did not recognise potential deferred
tax assets of £4,018,000 (2020: £3,859,000) in respect of losses amounting
to £18,029,000 (2020: £18,442,000) that can be carried forward against
future taxable income, on the grounds that at the balance sheet date their
utilisation is not considered probable.
The deferred tax balance is analysed as follows:
Deferred tax Deferred tax liability Total
asset £'000 £'000
£'000
Recoverable within 12 months - 356 356
Recoverable after 12 months - 999 999
Settled within 12 months (85) - (85)
Settled after 12 months (494) - (494)
(579) 1,355 776
14. Share capital, share premium account and own shares held
Allotted and fully paid 2021 2020
Number Number
Ordinary shares of 10p each 110,805,795 110,805,795
226,699,878 226,699,878
Deferred shares of 4p each
Rights of shares
Ordinary shares
The ordinary shares all rank pari passu, have the right to participate in
dividends and other distributions made by the Company, and to receive notice
of, attend and vote at every general meeting of the Company. On liquidation,
ordinary shareholders are entitled to participate in the assets available for
distribution pro rata to the amount credited as paid up on such shares
(excluding any premium).
Deferred shares
The deferred shares do not carry voting rights or a right to receive a
dividend. The holders of deferred shares will not have the right to receive
notice of any general meeting of the Company, nor have any right to attend,
speak or vote at any such meeting. The deferred shares will also be incapable
of transfer (other than to the Company). In addition, holders of deferred
shares will only be entitled to a payment on a return of capital or on a
winding up of the Company after each of the holders of ordinary shares has
received a payment of £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.
Voting Rights
1Spatial Plc has 110,805,795 ordinary shares of 10p in issue, of which a
total of 319,635 ordinary shares are held in treasury. Therefore, the total
number of ordinary shares with voting rights is 110,486,160*.
* In addition, there are deferred consideration shares with an approximate
value of €0.03 million (€0.4m at 31 January 2021) due to be issued in
March 2023, in relation to the Geomap-Imagis acquisition. See note 16.
Number of shares Allotted, called up and fully paid shares Share Own shares held
£'000 premium £'000
account
£'000
At 1 February 2019 325,731,767 18,971 28,661 (303)
Issue of shares 11,773,906 1,179 2,119 -
Share issue costs - - (301) -
At 31 January 2020 and at 31 January 2021 337,505,673 20,150 30,479 (303)
There was no movement in share capital in the year. In the prior year, of the
11,773,906 shares were issued in the year relating to the Geomap-Imagis
acquisition, 9,871,220 were issued for cash which increased share capital by
£987,000 and share premium by £2,119,000 before share issue costs of
£301,000. The remaining 1,902,686 were issued through acquisition of shares
which increased share capital by £192,000 and increased the merger reserve by
£435,000.
Own shares
The Group has 319,635 ordinary shares of 10p each and 3,500,000 deferred
shares with a nominal value of 4p each held in treasury. The consideration
paid was £306,000.
15. Earnings/(loss) per ordinary share
Basic (loss)/profit per share is calculated by dividing the loss attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the year.
2021 2020
£'000 £'000
Loss attributable to equity shareholders of the Parent (1,125) (1,485)
2021 2020
Number Number
000s 000s
Ordinary shares with voting rights 110,486 107,284
Deferred consideration payable in shares 1,394 1,154
Basic weighted average number of ordinary shares 111,880 108,438
Impact of share options/LTIPS 2,495 1,743
Diluted weighted average number of ordinary shares 114,375 110,181
2021 2020
Pence Pence
Basic and diluted loss per share (1.0) (1.4)
Basic loss per share and diluted loss per share are the same because the
options are anti-dilutive. Therefore, they have been excluded from the
calculation of diluted weighted average number of ordinary shares.
16. Post balance sheet events
Amendments to Geomap-Imagis Share Purchase Agreement (SPA)
The final step in the integration of Geomap-Imagis ("G-I"), which was acquired
in May 2019, was completed in March 2021. As part of the restructuring, two of
the G-I founders and former directors will be leaving the business and the
parties agreed to amend the original SPA as explained below.
Under the original terms, the Group agreed to pay the vendors consideration,
which included €1,166,999 to be satisfied by the issue by 1Spatial of
ordinary shares (the "Consideration Shares").
Of the consideration to be satisfied by the issue of the Consideration Shares,
€726,459 was satisfied immediately upon Completion, with the balance of
€440,540 to be satisfied on 30 March 2023 (the "Deferred Share Consideration
Amount"). Accordingly, on Completion the Company issued to the vendors
1,902,686 new ordinary shares (the "Initial Consideration Shares"), subject to
a lock up obligation until 31 December 2021.
In connection with completion of the integration of G-I, the Group has entered
into an Amendment Agreement with these two GI founders and former directors in
March 2021 to amend the terms of the original agreement primarily as follows:
· Release 1,765,173 of the Initial Consideration Shares (the
"Released Shares") from the above-mentioned lock up obligation; and
· pay out in cash to certain of the vendors, at the earlier date of
10 September 2022, €408,701 of the Deferred Share Consideration Amount.
Pursuant to the terms of the Amendment Agreement, the Released Shares remain
subject to an orderly market provision for 3 months.
17. Availability of annual report and financial statements
Copies of the Company's full annual report and financial statements are
expected to be posted to shareholders in due course and, once posted, will
also be made available to download from the Company's website
at www.1spatial.com (http://www.1spatial.com/) .
1Spatial plc is registered in England and Wales with registered number
5429800. The registered office is c/o Tennyson House, Cambridge Business Park,
Cambridge, Cambridgeshire, CB4 0WZ.
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