REG - 1Spatial Plc - Interim Results <Origin Href="QuoteRef">SPA.L</Origin> - Part 2
10/10/2017 07:06
- Part 2: For the preceding part double click ID:nRSJ1287Ta
Net foreign exchange movement 31 (544) (539)
Cash generated from/(used in) operations 220 (1,061) (1,306)
b) Reconciliation of net cash flow to movement in net funds
Unaudited Audited Unaudited
As at31 July 2017 As at 31 January 2017 As at31 July 2016
£'000 £'000 £'000
Decrease in cash in the period (303) (4,848) (3,000)
Changes resulting from cash flows (303) (4,848) (3,000)
Less cash and cash equivalents in assets held for sale - (51) -
Effect of foreign exchange 39 507 368
Change in net funds (264) (4,392) (2,632)
Net funds at beginning of period 604 4,996 4,996
Net funds at end of period 340 604 2,364
Analysis of net funds
Cash and cash equivalents classified as:
Current assets 2,293 1,285 2,482
Bank and other loans (1,953) (681) (118)
Net funds at end of period 340 604 2,364
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 Tennyson House, Cambridge Business Park, Cowley Road,
Cambridge, CB4 0WZ. 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 2017, 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 2018 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 2017.
The financial information for the half years ended 31 July 2017 and 31 July
2016 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 2017 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 2017 is based
on the estimated tax rates in the jurisdictions in which the Group operates,
for the year ending 31 January 2018.
4. Loss per share
Basic loss 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 period.
Unaudited Audited Unaudited
As at31 July 2017 As at31 January 2017 As at31 July 2016
£'000 £'000 £'000
Loss attributable to equity holders of the Parent (1,385) (18,423) (2,193)
Less Loss from discontinued operations (184) (3,542) (106)
Loss from continuing operations (1,201) (14,881) (2,087)
Adjustments:
Profit attributable to non-controlling interest - 121 79
Income tax credit (72) (988) (20)
Net finance cost/(income) 34 32 (67)
Share of net loss of associates accounted for using the equity method - 266 237
Depreciation 203 452 222
Amortisation and impairment of intangible assets 660 11,408 948
Share-based payment charge 118 566 355
Strategic, integration and other one-off items 561 2,617 373
Adjusted EBITDA from continuing operations 303 (407) 40
Number Number Number
000s 000s 000s
Basic weighted average number of ordinary shares 753,925 728,895 719,604
Impact of options and warrants - - 306
Diluted weighted average number of ordinary shares 753,925 728,985 719,910
Unaudited Audited Unaudited
As at31 July 2017 As at31 January 2017 As at31 July 2016
Pence Pence pence
Basic loss per share (0.18) (2.53) (0.30)
- from continuing operations (0.16) (2.04) (0.29)
- from discontinued operations (0.02) (0.49) (0.01)
Diluted loss per share (0.18) (2.53) (0.30)
- from continuing operations (0.16) (2.04) (0.29)
- from discontinued operations (0.02) (0.49) (0.01)
Basic Adjusted EBITDA per share 0.02 (0.54) 0.04
- from continuing operations 0.04 (0.06) 0.01
- from discontinued operations (0.02) (0.49) 0.03
Diluted Adjusted EBITDA per share 0.02 (0.54) 0.04
- from continuing operations 0.04 (0.06) 0.00
- from discontinued operations (0.02) (0.49) 0.04
5. Dividends
No dividend is proposed for the six months ended 31 July 2017 (31 January
2017: nil; 31 July 2016: nil).
6. Segmental information
31 July 2017 Central costs£'000 Geospatial£'000 IT Managed Services£'000 Total£'000
Revenue - 8,563 3,587 12,150
Cost of sales - (4,200) (2,713) (6,913)
Gross profit - 4,363 874 5,237
Administrative expenses (1,572) (4,405) (499) (6,476)
Adjusted EBITDA (803) 873 233 303
Less: depreciation (15) (110) (78) (203)
Less: amortisation and impairment of intangible assets - (612) (48) (660)
Less: share-based payment charge (98) (20) - (118)
Less: strategic, integration and other one-off items (656) (173) 268 (561)
Total operating (loss)/profit (1,572) (42) 375 (1,239)
Finance income - 42 - 42
Finance cost (47) (26) (3) (76)
Net finance (cost) / income (47) 16 (3) (34)
(Loss)/profit before tax (1,619) (26) 372 (1,273)
Tax - 63 9 72
(Loss)/profit for the period from continuing operations (1,619) 37 381 (1,201)
Loss for the period from discontinued operations - - (184) (184)
(Loss)/profit for the period (1,619) 37 197 (1,385)
31 January 2017 Central costs£'000 Geospatial£'000 IT Managed Services£'000 Total£'000
Revenue - 15,133 6,932 22,065
Cost of sales - (6,868) (5,518) (12,386)
Gross profit - 8,265 1,414 9,679
Administrative expenses (5,157) (18,758) (1,214) (25,129)
Adjusted EBITDA (2,352) 1,478 467 (407)
Less: depreciation (57) (240) (155) (452)
Less: amortisation and impairment of intangible assets - (11,323) (85) (11,408)
Less: share-based payment charge (550) (16) - (566)
Less: strategic, integration and other one-off items (2,198) (392) (27) (2,617)
Total operating (loss)/profit (5,157) (10,493) 200 (15,450)
Finance income - 176 - 176
Finance cost (116) (85) (7) (208)
Net finance (cost) / income (116) 91 (7) (32)
Share of net loss of associates accounted for using the equity method - (39) (227) (266)
Loss before tax (5,273) (10,441) (34) (15,748)
Tax - 1,081 (93) 988
Loss for the period from continuing operations (5,273) (9,360) (127) (14,760)
Loss for the period from discontinued operations - - (3,542) (3,542)
Loss for the period (5,273) (9,360) (3,669) (18,302)
6. Segmental information (continued)
31 July 2016 Central costs£'000 Geospatial£'000 IT Managed Services£'000 Total£'000
Revenue - 7,229 4,664 11,893
Cost of sales - (3,448) (3,833) (7,281)
Gross profit - 3,781 831 4,612
Administrative expenses (1,763) (4,054) (653) (6,470)
Adjusted EBITDA (1,183) 908 315 40
Less: depreciation (28) (119) (75) (222)
Less: amortisation and impairment of intangible assets - (907) (41) (948)
Less: share-based payment charge (275) (80) - (355)
Less: strategic, integration and other one-off items (277) (75) (21) (373)
Total operating (loss)/profit (1,763) (273) 178 (1,858)
Finance income - 177 - 177
Finance cost (52) (53) (5) (110)
Net finance (cost) / income (52) 124 (5) 67
Share of net loss of associates accounted for using the equity method - (40) (197) (237)
Loss before tax (1,815) (189) (24) (2,028)
Tax - 12 8 20
Loss for the period from continuing operations (1,815) (177) (16) (2,008)
Loss for the period from discontinued operations - - (106) (106)
Loss for the year (1,815) (177) (122) (2,114)
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 2017 Year ended31 January 2017 Six months ended31 July 2016
£'000 £'000 £'000
Costs associated with corporate transactions and other strategic costs 82 228 124
Restructuring and redundancy costs 549 844 197
Loan- write-backs (44) - -
Integration costs associated with Enables IT and 1Spatial Inc. business - 121 -
System development costs 105
Provision for amount receivable from Sitemap Ltd - 1,334 -
Group rationalisation costs - - 26
Other (26) (15) 26
Total 561 2,617 373
8. Business combinations
On the 11 April 2017, the Group acquired the 51 per cent. of Sitemap Ltd that
it did not already own for £200,000 in shares. The company's investment in
Sitemap to date has funded the development of a solution which locates and
visualises sites which best fit commercial and residential property developer
needs.
The following table summarises the consideration paid for the Sitemap Ltd
non-controlling interests and the fair value of assets acquired and
liabilities at the acquisition date:
£'000
Value of consideration - issue of equity instruments 200
Total purchase consideration 200
Provisional fair values of assets and liabilities at the date of acquisition:
Intangible assets 200
Property, plant and equipment 2
Cash and cash equivalents 15
Trade and other receivables 6
Trade and other payables (14)
Total identifiable net assets 209
- Attributable to non-controlling interests -
- Attributable to equity shareholders of the parent 209
Gain on bargain purchase (9)
Total consideration 200
Satisfied by:
- Equity instruments (5,524,862 ordinary shares of 1Spatial plc) 200
Total consideration payable in shares 200
Net cash outflow arising on acquisition
- Cash consideration -
- Less: cash and cash equivalents acquired 15
15
9. Investments
Investments are carried at fair value through profit or loss.
As at31 July 2017 As at31 January 2017 As at31 July 2016
£'000 £'000 £'000
Non-listed investments 25 - -
A 19.9 per cent. share of Enables IT Inc., with a fair value of £25,000,
remains within investments following the part disposal of the previously
wholly-owned entity.
A 80.1 per cent. share of Enables IT Inc. was sold on 3 March 2017 to the
management of the company for a deferred consideration of £100,000 payable in
2019. The amount payable has been included within other non-current assets.
As at 31 January 2017, the assets and liabilities of the disposal group were
classified as held for sale and the results of the company classified as
discontinued operations in the current and comparative period.
10. 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 2017 As at31 January 2017 As at31 July 2016
£'000 £'000 £'000
Carrying value recognised in the statement of financial position - - 29
Share of net loss recognised in the statement of comprehensive income - 266 237
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 2017 31 January 2017 31 July 2016 31 July 2017 31 January 2017 31 July 2016
Sitemap Ltd Location-based software(Note 1) United Kingdom 100% 49% 49% 100% 49% 49%
1Spatial Inc. Location-based software(Note 2) United States 100% 73% 73% 100% 73% 73%
Note 1: A 49 per cent. share of Sitemap Ltd was first acquired on 30 January
2015 and brought a new, although complementary, opportunity to the Group in
its potential to generate revenue from data services. On the 11 April 2017,
the Group acquired the remaining 51 per cent. of Sitemap Ltd that it did not
already own for a consideration payable in shares, taking the Group's total
holding in Sitemap Ltd to 100 per cent.
Note 2: 1Spatial Inc. - 47 per cent. of the sole US-based distributor of
1Spatial geospatial products and solutions across the Americas was first
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. On the 29 February 2016, the Group acquired a further 26 per cent.
shareholding in 1Spatial Inc., taking the total shareholding up to 73 per
cent.. On 11 April 2017, the Group exercised its call option to acquire a
further 27 per cent. of 1Spatial Inc., payable in shares, taking the Group's
total holding in 1Spatial Inc. to 100 per cent.
1Spatial Inc. became a subsidiary from 26 February 2016 and was included as
part of consolidated results from that date.
Summarised financial information for associates
The financial information reflects the amounts presented in the financial
statements of the associate (and not the Group's share of those amounts).
Summarised statement of financial position
Sitemap Ltd
As at
11 April 2017 31 January 2017
£'000 £'000
Note 1
Current assets 21 54
Non-current assets 202 1,055
Current liabilities (14) (1,395)
Net liabilities (209) (286)
Note 1 - Sitemap Ltd's information shown here is as at 11 April 2017 (not 31
July 2017) when it ceased to be an associate and became a subsidiary of the
Group.
Summarised statement of comprehensive income
Sitemap Ltd
For the period ended
11 April 2017 31 January 2017
£'000 £'000
Note 1
Revenue - -
Gross profit - (120)
Administrative expenses (876) (274)
Adjusted EBITDA (1) (124)
Depreciation (1) (4)
Amortisation of intangible assets (18) (111)
Strategic, integration and other one-off items * (856) (155)
Operating loss (876) (394)
Tax credit 74 -
Total comprehensive expense ** (802) (394)
Share of associate - equity method *** - (193)
Note 1 - Sitemap Ltd's information for the period shown above is for the
period that it was an associate - being 1 February to 11 April 2017.
* Strategic, integration and other one-off items comprise the write-off of
intangible assets prior to 1Spatial plc gaining control of Sitemap Ltd.
** Excludes write-off of inter-company loan balances prior to acquisition.
*** 1Spatial plc discontinued recognising its share of losses after these
exceeded its interest in Sitemap Ltd.
11. Trade and other receivables
As at31 July 2017 As at31 January 2017
Current £'000 £'000
Trade receivables 2,208 5,552
Less: provision for impairment of trade receivables (20) (626)
2,188 4,926
Other taxes and social security 215 144
Other receivables 1,415 1,278
Prepayments and accrued income 2,227 2,581
6,045 8,929
12. Trade and other payables
As at31 July 2017 As at31 January 2017
Current £'000 £'000
Trade payables 1,739 1,824
Other taxation and social security 1,914 2,350
Other payables 594 566
Accrued liabilities 1,099 1,254
Deferred income 4,366 6,078
9,712 12,072
13. Share capital
As at31 July 2017 As at31 January 2017
£'000 £'000
Allotted, called up and fully paid
763,652,144 (Jan 2017: 738,135,558) ordinary shares of 1p each 7,637 7,381
226,699,878 (Jan 2017: 226,699,878) deferred shares of 4p each 9,068 9,068
16,705 16,449
On 11 April 2017, the Group acquired the remaining 27% of 1Spatial Inc. for
£739,000 payable in shares in accordance with the terms set out in the share
purchase agreement. 19,991,724 shares were issued for the remaining interest.
On 11 April 2017, the Group acquired the 51% of Sitemap Ltd that it did not
already own for £200,000 in shares. 5,524,862 shares we issued for the
remaining interest.
This information is provided by RNS
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