REG - 1Spatial Plc - Interim Results <Origin Href="QuoteRef">SPA.L</Origin> - Part 2
20/10/2015 07:00
- Part 2: For the preceding part double click ID:nRST7513Ca
11,165 11,165
Effects of foreign exchange on cash and cash equivalents (177) (124) 1
Cash and cash equivalents at end of period 6,739 8,250 10,129
Notes to the condensed consolidated statement of cash flows
a) Cash (used in)/generated from operations
Unaudited Audited Unaudited
As at31 July 2015 As at 31 January 2015 As at31 July 2014
£'000 £'000 £'000
Loss before tax (1,489) (1,522) (684)
Adjustments for:
Finance cost/(income) - net 96 56 26
Depreciation charge 145 267 135
Amortisation and impairment 687 1,183 452
Share-based payment charge 489 723 355
Loss on disposal of property, plant and equipment 18 - -
(Increase)/decrease in inventories - 15 (3)
Decrease/(Increase) in trade and other receivables (221) (1,020) 13
Increase/(Decrease) in trade and other payables 82 192 257
Increase/(Decrease) in provisions (545) 485 -
Net foreign exchange movement 157 - (109)
Cash (used in)/generated from continuing operations (581) 379 442
b) Reconciliation of net cash flow to movement in net funds
Unaudited Audited Unaudited
As at31 July 2015 As at 31 January 2015 As at31 July 2014
£'000 £'000 £'000
(Decrease)/Increase in cash in the year (1,334) (2,791) (1,037)
Net cash inflow in respect of new borrowings - (38) -
Net cash outflow in respect of borrowings repaid 25 47 32
Changes resulting from cash flows (1,309) (2,782) (1,005)
Loans acquired with subsidiary - - -
Effect of foreign exchange (149) (82) (8)
Change in net funds (1,458) (2,864) (1,013)
Net funds at beginning of period 7,817 10,681 10,845
Net funds at end of period 6,359 7,817 9,832
Analysis of net funds
Cash and cash equivalents classified as:
- Current assets 6,739 8,250 10,129
Bank and other loans (380) (433) (297)
Net funds at end of period 6,359 7,817 9,832
Notes to the Interim Financial Statements
1. Principal activity
1Spatial plc is a public limited company which is listed on the AIM London
Stock Exchange and is incorporated and domiciled in the UK. The address of
the registered office is 40 Dukes Place, London, EC3A 7NH. The registered
number of the Company is 5429800.
The principal activity of the Group is a management consultancy and software
business that provides companies with advice and solutions in order to enhance
overall profitability.
2. Basis of preparation
The condensed consolidated interim financial information for the six months
ended 31 July 2015, has been prepared in accordance with the accounting
policies that are expected to be adopted in the Group's full financial
statements for the year ended 31 January 2016 and are not expected to be
significantly different to those set out in the Group's audited financial
statements for the year ended 31 January 2015.
The financial information for the half years ended 31 July 2015 and 31 July
2014 is neither audited nor reviewed and does not constitute statutory
financial statements within the meaning of section 434(3) of the Companies Act
2006 for 1Spatial plc or for any of the entities comprising the 1Spatial
Group. Statutory financial statements for the preceding financial year ended
31 January 2015 were filed with the Registrar and included an unqualified
auditors' report.
After making enquiries, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the half-yearly condensed consolidated
financial statements.
3. Taxation
The tax expense on the result for the six months ended 31 July 2015 is based
on the estimated tax rates in the jurisdictions in which the Group operates,
for the year ending 31 January 2016.
4. (Loss)/Earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period.
Unaudited Audited Unaudited
As at31 July 2015 As at31 January 2015 As at31 July 2014
£'000 £'000 £'000
Loss attributable to equity holders (1,525) (1,517) (754)
Adjustments:
Income tax charge/(credit) 36 (5) 70
Net finance cost 96 56 26
Share of net loss of associates 139 - -
Depreciation 145 267 135
Amortisation and impairment of intangible assets 687 1,183 452
Share-based payment charge 489 723 355
Strategic, integration and other one-off items 793 2,345 947
Adjusted EBITDA 860 3,052 1,231
Unaudited Audited Unaudited
As at31 July 2015 As at31 January 2015 As at31 July 2014
Pence Pence pence
Basic earnings/(loss) per share (0.23) (0.23) (0.12)
Diluted earnings/(loss) per share (0.23) (0.23) (0.12)
Adjusted basic earnings/(loss) per share 0.13 0.47 0.19
Adjusted diluted earnings/(loss) per share 0.13 0.45 0.18
Number Number Number
000s 000s 000s
Basic weighted average number of ordinary shares 666,666 650,415 650,415
Impact of options and warrants 4,004 22,970 22,970
Diluted weighted average number of ordinary shares 670,670 673,385 673,385
The information as at 31 July 2014 has been restated to include depreciation
in the adjustments to the loss attributable to equity holders, so that the
adjusted basic and diluted earnings per share are based on Adjusted EBITDA.
5. Dividends
No dividend is proposed for the six months ended 31 July 2015 (31 January
2015: nil; 31 July 2014: nil).
6. Segmental information
31 July 2015 Central costs£'000 Geospatial£'000 Cloud Services£'000 Total£'000
Revenue - 7,415 1,030 8,445
Cost of sales - (3,195) (543) (3,738)
Gross profit - 4,220 487 4,707
Administrative expenses (1,986) (3,554) (421) (5,961)
Adjusted EBITDA (1,135) 1,721 274 860
Less: depreciation (38) (101) (6) (145)
Less: amortisation and impairment of intangible assets - (539) (148) (687)
Less: share-based payment charge (430) (58) (1) (489)
Less: strategic, integration and other one-off items (383) (357) (53) (793)
Operating (loss)/profit (1,986) 666 66 (1,254)
Finance income 8 30 - 38
Finance costs (1) (132) (1) (134)
Net finance income / (costs) 7 (102) (1) (96)
Share of net loss of associates (67) (72) - (139)
(Loss)/profit before tax (2,046) 492 65 (1,489)
Tax - (31) (5) (36)
(Loss)/profit for the year (2,046) 461 60 (1,525)
31 January 2015 Central costs£'000 Geospatial£'000 Cloud Services£'000 Total£'000
Revenue - 17,934 1,664 19,598
Cost of sales - (8,000) (804) (8,804)
Gross profit - 9,934 860 10,794
Administrative expenses (3,818) (7,758) (684) (12,260)
Adjusted EBITDA (2,506) 5,105 453 3,052
Less: depreciation (26) (234) (7) (267)
Less: amortisation and impairment of intangible assets - (1,084) (99) (1,183)
Less: share-based payment charge (604) (129) 10 (723)
Less: strategic, integration and other one-off items (682) (1,482) (181) (2,345)
Operating (loss)/profit (3,818) 2,176 176 (1,466)
Finance income 25 5 - 30
Finance costs (2) (81) (3) (86)
Net finance income / (costs) 23 (76) (3) (56)
(Loss)/profit before tax (3,795) 2,100 173 (1,522)
Tax - (38) 43 5
(Loss)/profit for the year (3,795) 2,062 216 (1,517)
31 July 2014 Central costs£'000 Geospatial£'000 Other£'000 Total£'000
Revenue - 9,375 764 10,139
Cost of sales - (4,417) (460) (4,877)
Gross profit - 4,958 304 5,262
Administrative expenses (1,805) (3,798) (317) (5,920)
Adjusted EBITDA (1,110) 2,262 79 1,231
Less: depreciation (12) (118) (5) (135)
Less: amortisation and impairment of intangible assets - (452) - (452)
Less: share-based payment charge (302) (65) 12 (355)
Less: strategic, integration and other one-off items (381) (467) (99) (947)
Operating (loss)/profit (1,805) 1,160 (13) (658)
Finance income 16 3 - 19
Finance costs (1) (42) (2) (45)
Net finance income / (costs) 15 (39) (2) (26)
(Loss)/profit before tax (1,790) 1,121 (15) (684)
Tax - (70) - (70)
(Loss)/profit for the year (1,790) 1,051 (15) (754)
7. Strategic, integration and other one-off items
In accordance with the Group's policy for strategic, integration and other
one-off items, the following charges were included in this category for the
period:
Six months ended31 July 2015 Year ended31 January 2015 Six months ended31 July 2014
£'000 £'000 £'000
Costs associated with corporate transactions and other strategic costs 410 514 93
Redundancy, relocation, rebranding and other integration costs 105 1,625 788
Provision for pension costs in 1Spatial France 217 - -
Training and other costs associated with the implementation of the new ERP system 6 78 65
Other 55 128 1
Total 793 2,345 947
8. Business combinations
On 23 July 2015, 1Spatial plc acquired control of Enables IT Group plc (now
Enables IT Group Limited) by acquiring 100% of its issued share capital for
£1,812,878. Enables IT Group is a leading provider of cloud computing,
managed and professional services and was acquired in order to broaden and
enhance the enlarged group's managed services and cloud services offering.
The following table summarises the consideration paid for the Enables IT
Group, the provisional fair value of assets acquired and liabilities assumed
at the acquisition date:
£'000
Value of consideration - issue of equity instruments 1,813
Total purchase consideration 1,813
Intangible assets
- Customer lists 1,410
Property, plant and equipment 704
Cash and cash equivalents 465
Inventories 35
Trade and other receivables 837
Current income tax receivables 1
Trade and other payables (2,347)
Deferred tax liabilities (51)
Total identifiable net assets 1,054
Goodwill 759
Total consideration 1,813
Satisfied by:
- Equity instruments (30,831,262 ordinary shares of 1Spatial plc) 1,813
Total consideration transferred 1,813
Net cash outflow arising on acquisition
- Cash consideration -
- Less: cash and cash equivalents acquired 465
465
Acquisition-related costs (included in administrative expenses in the 1Spatial
plc Statement of Comprehensive Income for the period ended 31 July 2015)
amounted to £253,000.
9. Interests in associates
Set out below are the associates of the Group:
Name Principal activity Place of incorporation (or registration) and operation Proportion of ownership interest% Proportion of voting power held%
31 July 2015 31 January 2015 31 July 2014 31 July 2015 31 January 2015 31 July 2014
Sitemap Ltd Location-based software(Note 1) United Kingdom 49% 49% - 49% 49% -
Laser Scan Inc. Location-based software(Note 2) United States 47% - - 47% - -
Note 1: Sitemap Ltd was acquired on 30 January 2015, and brings a new,
although complementary, opportunity to the Group in its potential to generate
revenue from data services.
Note 2: Laser Scan Inc. ("LSI") - the sole US-based distributor of 1Spatial
geospatial products and solutions across the Americas - was acquired on 3
February 2015 by 1Spatial Holdings Limited (a wholly-owned subsidiary of
1Spatial plc) to provide 1Spatial with long-term security of its Americas
distribution channel, and ensure continuity of service to key customers. 47
per cent was acquired for cash consideration of US$2.25m.
Under the terms of the sales and purchase agreement, 1Spatial Holdings has a
call option to acquire the remaining 53 per cent of LSI in two tranches, on 1
February 2016 and 1 February 2017, for the sum of US$2.55m, payable in cash or
by the issue of new ordinary shares in 1Spatial. If this option is not
exercised, the seller has the right to buy back the holding for US$1.125m,
being 50 per cent of the original consideration.
Summarised balance sheet
The Group had no associates at 31 July 2014.
Summarised statement of comprehensive income
Sitemap Ltd Laser Scan Inc. Total
For the period ended For the period ended For the period ended
31 July 2015 31 January 2015 31 July 2015 31 January 2015 31 July 2015 31 January 2015
£'000 £'000 £'000 £'000 £'000 £'000
Note 3
Revenue - - 914 914 -
Gross profit - (11) 542 542 (11)
Administrative expenses (136) (11) (695) (831) (11)
Adjusted EBITDA (26) (22) (36) (62) (22)
Depreciation - - (11) (11) -
Amortisation of intangible assets (56) - (29) (85) -
Strategic, integration and other one-off items (54) - (77) (131) -
Operating loss (136) (22) (153) (289) (22)
Total comprehensive expense (136) (22) (153) (289) (22)
Share of associate - equity method (67) - (72) (139) -
Note 3: Laser Scan Inc. was acquired on 3 February 2015, after the 31 January
2015 year end.
10. Share capital
As at31 July 2015 As at31 January 2015
£'000 £'000
Allotted, called up and fully paid
715,499,308 (Jan 2015: 650,415,354) ordinary shares of 1p each 7,155 6,504
226,699,878 (Jan 2015: 226,699,878) deferred shares of 4p each 9,068 9,068
16,223 15,572
On 7 May 2015, 1Spatial plc issued 32,000,000 new ordinary shares
("Subscription Shares") in the capital of the Company to Azini Capital
Partners LLP at a price of 6p per share, raising total gross proceeds of
£1.92m for the Company.
On 23 July 2015, 1Spatial plc acquired control of Enables IT Group plc (now
Enables IT Group Limited). The purchase consideration was satisfied in part
by the issue of 30,831,262 ordinary shares of 1Spatial plc (1.13 1Spatial plc
shares for each Enables IT Group plc share).
On 30 July 2015, Strand Hanson exercised 2,252,692 warrants (issued on 30 July
2010) at an exercise price of 5.09p.
This information is provided by RNS
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