REG - 1Spatial Plc - Interim Results <Origin Href="QuoteRef">SPA.L</Origin> - Part 2
18/10/2016 07:05
- Part 2: For the preceding part double click ID:nRSR7615Ma
355 977 489
Loss on disposal of property, plant and equipment 32 18 18
Loss on disposal of building (asset previously held for sale) - 272 -
(Increase)/decrease in inventories (16) - -
Decrease/(Increase) in trade and other receivables 1,876 (2,710) (221)
Increase/(Decrease) in trade and other payables (2,356) 134 82
Increase/(Decrease) in provisions (202) (1,283) (545)
Increase in defined benefit pension obligation - 513 -
Net foreign exchange movement (539) (202) 157
Cash (used in)/generated from operations (1,306) (721) (581)
b) Reconciliation of net cash flow to movement in net funds
Unaudited Audited Unaudited
As at31 July 2016 As at 31 January 2016 As at31 July 2015
£'000 £'000 £'000
(Decrease)/Increase in cash in the period (3,000) (3,341) (1,334)
Net cash outflow in respect of borrowings repaid - 438 25
Changes resulting from cash flows (3,000) (2,903) (1,309)
Effect of foreign exchange 368 82 (149)
Change in net funds (2,632) (2,821) (1,458)
Net funds at beginning of period 4,996 7,817 7,817
Net funds at end of period 2,364 4,996 6,359
Analysis of net funds
Cash and cash equivalents classified as:
Current assets 2,364 4,996 6,739
Bank and other loans - - (380)
Net funds at end of period 2,364 4,996 6,359
Notes to the Interim Financial Statements
1. Principal activity
1Spatial plc is a public limited company which is listed on the AIM London
Stock Exchange and is incorporated and domiciled in the UK. The address of
the registered office is 40 Dukes Place, London, EC3A 7NH. The registered
number of the Company is 5429800.
The principal activity of the Group is the development and sale of IT software
along with related consultancy and support. The principal activity of the
Company is that of a parent holding company which manages the Group's
strategic direction and underlying subsidiaries.
2. Basis of preparation
The condensed consolidated interim financial information for the six months
ended 31 July 2016, has been prepared in accordance with the accounting
policies that are expected to be adopted in the Group's full financial
statements for the year ended 31 January 2017 and are not expected to be
significantly different to those set out in the Group's audited financial
statements for the year ended 31 January 2016.
The financial information for the half years ended 31 July 2016 and 31 July
2015 is neither audited nor reviewed and does not constitute statutory
financial statements within the meaning of section 434(3) of the Companies Act
2006 for 1Spatial plc or for any of the entities comprising the 1Spatial
Group. Statutory financial statements for the preceding financial year ended
31 January 2016 were filed with the Registrar and included an unqualified
auditors' report.
After making enquiries, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the half-yearly condensed consolidated
financial statements.
3. Taxation
The tax expense on the result for the six months ended 31 July 2016 is based
on the estimated tax rates in the jurisdictions in which the Group operates,
for the year ending 31 January 2017.
4. (Loss)/Earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period.
Unaudited Audited Unaudited
As at31 July 2016 As at31 January 2016 As at31 July 2015
£'000 £'000 £'000
(Loss)/profit attributable to equity holders (2,193) 12 (1,525)
Adjustments:
Profit attributable to non-controlling interest 79 - -
Income tax charge/(credit) 13 (805) 36
Net finance (income)/cost (63) 31 96
Share of net loss of associates accounted for using the equity method 237 421 139
Depreciation 296 427 145
Amortisation and impairment of intangible assets 1,175 1,474 687
Share-based payment charge 355 977 489
Strategic, integration and other one-off items 402 1,140 793
Adjusted EBITDA 301 3,677 860
Number Number Number
000s 000s 000s
Basic weighted average number of ordinary shares 719,604 691,283 666,666
Impact of options and warrants 306 3,593 4,004
Diluted weighted average number of ordinary shares 719,910 694,876 670,670
Unaudited Audited Unaudited
As at31 July 2016 As at31 January 2016 As at31 July 2015
Pence Pence pence
Basic earnings/(loss) per share (0.30) 0.00 (0.23)
Diluted earnings/(loss) per share (0.30) 0.00 (0.23)
Basic Adjusted EBITDA per share 0.04 0.53 0.13
Diluted Adjusted EBITDA per share 0.04 0.53 0.13
5. Dividends
No dividend is proposed for the six months ended 31 July 2016 (31 January
2016: nil; 31 July 2015: nil).
6. Segmental information
31 July 2016 Central costs£'000 Geospatial£'000 Cloud Services£'000 Total£'000
Revenue - 7,229 6,194 13,423
Cost of sales - (3,447) (4,731) (8,178)
Gross profit - 3,782 1,463 5,245
Administrative expenses (1,762) (4,055) (1,355) (7,172)
Adjusted EBITDA (1,182) 908 575 301
Less: depreciation (28) (119) (149) (296)
Less: amortisation and impairment of intangible assets - (907) (268) (1,175)
Less: share-based payment charge (275) (80) - (355)
Less: strategic, integration and other one-off items (277) (75) (50) (402)
Total operating (loss)/profit (1,762) (273) 108 (1,927)
Finance income - 175 - 175
Finance cost (52) (50) (10) (112)
Net finance income / (cost) (52) 125 (10) 63
Share of net loss of associates accounted for using the equity method - (40) (197) (237)
(Loss)/profit before tax (1,814) (188) (99) (2,101)
Tax - 12 (25) (13)
(Loss)/profit for the year (1,814) (176) (124) (2,114)
31 January 2016 Central costs£'000 Geospatial£'000 Cloud Services£'000 Total£'000
Revenue - 15,957 4,781 20,738
Cost of sales - (6,172) (2,788) (8,960)
Gross profit - 9,785 1,993 11,778
Administrative expenses (3,216) (7,480) (1,423) (12,119)
Adjusted EBITDA (2,105) 4,659 1,123 3,677
Less: depreciation (74) (220) (133) (427)
Less: amortisation and impairment of intangible assets - (1,114) (360) (1,474)
Less: share-based payment charge (690) (286) (1) (977)
Less: strategic, integration and other one-off items (347) (734) (59) (1,140)
Total operating (loss)/profit (3,216) 2,305 570 (341)
Finance income 9 65 - 74
Finance cost (3) (95) (7) (105)
Net finance income / (cost) 6 (30) (7) (31)
Share of net loss of associates accounted for using the equity method - (148) (273) (421)
(Loss)/profit before tax (3,210) 2,127 290 (793)
Tax - 495 310 805
(Loss)/profit for the year (3,210) 2,622 600 12
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)
Total operating (loss)/profit (1,986) 666 66 (1,254)
Finance income 8 30 - 38
Finance cost (1) (132) (1) (134)
Net finance income / (cost) 7 (102) (1) (96)
Share of net loss of associates accounted for using the equity method - (72) (67) (139)
(Loss)/profit before tax (1,979) 492 (2) (1,489)
Tax - (31) (5) (36)
(Loss)/profit for the year (1,979) 461 (7) (1,525)
7. Strategic, integration and other one-off items
In accordance with the Group's policy for strategic, integration and other
one-off items, the following charges were included in this category for the
period:
Six months ended31 July 2016 Year ended31 January 2016 Six months ended31 July 2015
£'000 £'000 £'000
Costs associated with corporate transactions and other strategic costs 124 689 410
Redundancy, relocation, rebranding and other integration costs 226 250 105
Group rationalisation costs 26 - -
Loss-making contract release in Belgium - (254) -
Defined benefit pension provision France - 454 217
Loss on sale of building in Belgium - 272 -
Training and other costs associated with the implementation of the new ERP system - 11 6
Release of liability for sales tax exposure - (411) -
Other 26 129 55
Total 402 1,140 793
8. Business combinations
On 3 February 2015 the Group entered into a share purchase agreement to
acquire 47% of US distributor Laser Scan Inc. ("LSI"), the US-based provider
of spatial data solutions for cash consideration of US$2.25m (£1.5m).
On 29 February 2016, the Group exercised its call option to acquire a further
26% of LSI for US$1.3m (£0.9m), payable in cash, taking the Group's total
holding in LSI to 73%. LSI was subsequently renamed 1Spatial Inc. 1Spatial
Inc. is the sole distributor of 1Spatial geospatial products and solutions
across the Americas, which includes significant contracts with the US Census
Bureau. The acquisition strengthens 1Spatial's position within the US market,
which is a significant opportunity for the Group and will be a key area focus
for this financial year.
As part of the agreement signed on 3 February 2015, the Group has the right to
acquire the remaining 27% of 1Spatial Inc. from 1 February 2017.
The following table summarises the consideration paid for the 1Spatial Inc.
non-controlling interests and the provisional fair value of assets acquired
and liabilities assumed at the acquisition date:
£'000
Value of consideration 2,448
Share of associate losses (187)
Total purchase consideration 2,261
Provisional fair values of assets and liabilities at the date of acquisition:
Intangible assets 250
Property, plant and equipment 36
Cash and cash equivalents 98
Trade and other receivables 481
Trade and other payables (665)
Deferred tax liabilities (100)
Total identifiable net assets 100
- Attributable to non-controlling interests 27
- Attributable to equity shareholders of the parent 73
Goodwill 2,188
Total consideration 2,261
Satisfied by:
- Cash 2,448
Total consideration payable in cash 2,448
Net cash outflow arising on acquisition
- Cash consideration 2,448
- Less: cash and cash equivalents acquired (98)
2,350
9. Interests in associates
Investments in associates are stated at cost less provision for any impairment
and are accounted for using the equity method.
As at31 July 2016 As at31 January 2016 As at31 July 2015
£'000 £'000 £'000
Carrying value recognised in the statement of financial position 29 1,577 1,859
Share of net loss recognised in the statement of comprehensive income 237 421 139
The associates of the Group in the period are set out below:
Name Principal activity Place of incorporation (or registration) and operation Proportion of ownership interest% Proportion of voting power held%
31 July 2016 31 January 2016 31 July 2015 31 July 2016 31 January 2016 31 July 2015
Sitemap Ltd Location-based software(Note 1) United Kingdom 49% 49% 49% 49% 49% 49%
1Spatial Inc. (previously LSI) Location-based software(Note 2) United States 73% 47% 47% 73% 47% 47%
Note 1: Sitemap Ltd was acquired on 30 January 2015, and brings a new,
although complementary, opportunity to the Group in its potential to generate
revenue from data services.
Note 2: 1Spatial Inc. - the sole US-based distributor of 1Spatial geospatial
products and solutions across the Americas - was acquired on 3 February 2015
by 1Spatial Holdings Limited (a wholly-owned subsidiary of 1Spatial plc) to
provide 1Spatial with long-term security of its Americas distribution channel,
and ensure continuity of service to key customers. 47 per cent was acquired
for cash consideration of US$2.25m (£1.5m).
Under the terms of the agreement, 1Spatial Holdings has a call option to
acquire the remaining 53 per cent of 1Spatial Inc. in two tranches, on 1
February 2016 and 1 February 2017, for total deferred consideration of
US$2.55m, payable in cash or satisfied by the issue of new ordinary shares in
1Spatial. If this option is not exercised, the seller has the right to buy
back the holding for US$1.125m, being 50 per cent of the original
consideration.
On 29 February 2016, the Group exercised its call option to acquire a further
26% of 1Spatial Inc. for US$1.3m (£0.9m), payable in cash, taking the Group's
total holding in 1Spatial Inc. to 73 per cent (note 8).
Summarised financial information for associates
The financial information reflects the amounts presented in the financial
statements of the associates (and not the Group's share of those amounts).
Summarised statement of financial position
Sitemap Ltd 1Spatial Inc.
As at As at
31 July 2016 31 January 2016 29 February 2016 31 January 2016
£'000 £'000 £'000 £'000
Note 1
Current assets 165 131 579 567
Non-current assets 498 613 579 965
Current liabilities (1,105) (636) (665) (650)
Net (liabilities)/assets (442) 108 493 882
Note 1 - 1Spatial Inc.'s information shown here is as at 29 February 2016 (not
31 July 2016) when it ceased to be an associate and became a subsidiary of the
Group.
Summarised statement of comprehensive income
Sitemap Ltd 1Spatial Inc.
For the period ended For the period ended
31 July 2016 31 January 2016 29 February 2016 31 January 2016
£'000 £'000 £'000 £'000
Note 1
Revenue - - 174 2,124
Gross profit (104) (104) 73 1,267
Administrative expenses (61) (216) (158) (1,582)
Adjusted EBITDA (104) (129) (71) (89)
Depreciation (3) (1) (1) (6)
Amortisation of intangible assets (55) (111) - (53)
Strategic, integration and other one-off items (3) (79) (13) (167)
Operating loss (165) (320) (85) (315)
Total comprehensive expense (165) (320) (85) (315)
Share of associate - equity method (81) (157) (40) (148)
Note 1 - 1Spatial Inc.'s information for the period shown above is for the
period that it was an associate - being 1 February to 29 February 2016.
10. Share capital
As at31 July 2016 As at31 January 2016
£'000 £'000
Allotted, called up and fully paid
738,135,558 (Jan 2016: 715,499,308) ordinary shares of 1p each 7,381 7,155
226,699,878 (Jan 2016: 226,699,878) deferred shares of 4p each 9,068 9,068
16,449 16,223
On 19 April 2016, 303,644 ordinary shares were transferred out of treasury
shares to satisfy an exercise of employee options, leaving a balance of
3,196,356 ordinary shares in treasury.
On 29 June 2016, 1Spatial plc issued 22,636,250 new ordinary shares in the
capital of the Company at a price of 4p per share, principally to satisfy the
consideration due to the shareholders of Laser Scan Inc. (now 1Spatial Inc.)
following the exercise on 29 February 2016 of the call option held by the
Company. Total gross proceeds of £0.9m were raised resulting in £0.2m
additional share capital and £0.7m additional share premium.
This information is provided by RNS
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