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1Spatial Plc (SPA)

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Tuesday 14 May, 2019

1Spatial Plc

Final results for the year ended 31 January 2019

RNS Number : 8933Y
1Spatial Plc
14 May 2019
 

14 May 2019

1Spatial plc (AIM: SPA)

 

("1Spatial", the "Company" or the "Group")

 

Final results for the year ended 31 January 2019

 

 

The Board of directors of 1Spatial (the "Board"), the global spatial software and solutions company which manages the world's largest spatial data is pleased to announce the Company and consolidated group's (the "Group") audited final results for the year ended 31 January 2019.

 

Highlights            

 

Group financial highlights

 

·      Revenue grew 4.1% to £17.6m (2018: £16.9m).  On a like-for-like basis*, prior to the adoption of IFRS 15, revenue grew 5.3% to £17.8m

·      Adjusted** EBITDA grew £0.8m to £1.2m profit ahead of market expectations (2018: £0.4m profit)

·      Operating losses improved by £0.2m, from a £1.8m loss to a £1.6m loss

·      Disposal of Enables IT, creating single focus on development of the Group's global Geospatial business

·      £8m raised in an oversubscribed fundraise with strong support from existing shareholders and new institutional investors

·      Post-period acquisition of Geomap-Imagis, strategic agreement with Esri and an oversubscribed £3.1m fundraise

 

 

 

 

31 January 2019

31 January 2018

Y-o-Y Change

Continuing operations

£m

£m


Revenue

17.6

16.9

4.1%

Gross profit

9.2

8.9

3.4%

Adjusted** EBITDA

1.2

0.4

200%

Operating loss

(1.6)

(1.8)

(11.1%)

Loss after tax

(1.4)

(1.2)

16.7%





Discontinued operations***




Loss after tax

(0.3)

(1.3)

(76.9%)

 

*  On a like-for-like basis, before adjustments for IFRS 15 'Revenue from Contracts with Customers', at constant currency.  The IFRS 15 adjustment in the year ended 31 January 2019 decreases the GIS (Geographic Information System) business' service revenues by £0.2m

** Adjusted for strategic, integration, other irregular items and share-based payment charge 

*** Discontinued operations include Storage Fusion Limited, Enables IT Inc., Enables IT Limited and Enables IT Group Limited

 

 

Continuing operations

·      Revenues year-on-year, prior to the adoption of IFRS 15, increased £0.9m (5.3%) from £16.9m to £17.8m

·      Solutions revenues increased £1.6m (15.1%)

·      GIS revenues decreased £0.7m (11.1%)

 

·      Focus on driving higher quality revenue:

·      Licence revenues increased 33% to £1.6m (2018: £1.2m)

·      Strategic shift to term licences increasing recurring revenue base

·      Support & maintenance revenues broadly maintained

 

·      Increase in adjusted** EBITDA on prior year, up £0.8m to £1.2m profit (2018: £0.4m profit)

·      Improvement in operating losses to £1.6m (2018: £1.8m)

·      Cash used in operations of £0.7m (2018: cash from operations £0.2m)

·      Operating cash inflows before strategic, integration and other irregular items, tax and interest of £0.5m (2018: £0.6m).

 

Discontinued operations

·      Loss from discontinued operations of £0.3m (2018: £1.3m loss)

 

All operations

·      Loss after tax of £1.7m (2018: £2.5m)

·      After £8m raised, net cash of £6.4m (2018: £0.3m)

 

Group operational highlights

 

 

·        Focussed approach to sales in three key sectors of Government, Utilities and Transportation, giving rise to key customer wins in the period as follows:

 

UK

-       Transportation - major UK infrastructure client - following a Proof of Concept ("PoC") in October 2017, delivery of an LMDM solution in excess of £2m

-       Government - Land and Property Services - five-year €1m contract for software and services secured

-       Utilities - Northern Gas Networks ("NGN") - continuing with another three projects including mobile applications

 

USA

-       Government - National Oceanic and Atmospheric Association ("NOAA") - following a PoC in September 2017, contracting for a two-year term licence and services worth US$0.6m

-       Utilities - National Grid and East Bay Municipal Utility District - both being new customer wins, to provide both with 1Integrate software and services (US$0.2m annual value)

-       Facilities Management - Google - following a small PoC in 2017, one-year term licence and services deal was won for US$0.4m

 

·        Market-led innovation with returns on investment coming through in the last part of the year ended 31 January 2019 and significant returns anticipated in coming years, including:

-       Re-purposing and enhancing existing technology to address customer-specific needs

-       Continued development of Location Mobile Application Platform (LMAP)

-       Initial development phases of Location Master Data Management (SaaS) platform.

 

Post year-end highlights

 

·      Acquisition of Geomap-Imagis, announced on 7 May 2019, substantially strengthens and provides greater alignment of our French and Belgian business with the rest of the Group as a solutions provider

·      Since the year-end we have continued our momentum via a number of significant contract wins and renewals which will secure revenue for FY20 and beyond as follows: 

USA

-       Kansas State Department and Kansas Department of Transport - contracts to provide software and services in excess of US$0.2m

-       Google - this has now been extended with a further services draw-down contract for £0.3m

 

UK and Ireland  

-       Ireland's Property Registration Authority ("PRA"), to provide £0.9m of software and services to support PRA's transformation of land records

-       No1 Aeronautical Information Documents Unit ("No1 AIDU"), with a value of over £1m

-       Three-year Framework contract with Ordnance Survey ("OS"), extending and enhancing the relationship with OS

-       Additional contracts with NGN in excess of £0.5m 

 

 

Commenting on the results, 1Spatial CEO, Claire Milverton said:

 

"I am pleased to announce another solid year for 1Spatial with contract wins and renewals and continued financial progress, including an adjusted EBITDA performance ahead of market expectations.  Our focus on the quality of revenues and our strategic shift to term licences will have a positive impact on the visibility and quality of revenues in future years.

 

After the year-end, we announced the acquisition of Geomap-Imagis which will significantly strengthen and greater align our French and Belgian businesses with the rest of the Group.

 

Looking forward, we will continue to deliver on our growth strategy and the longer-term goal to establish a leading position in Location Master Data Management, which we believe will enhance the value of the Group in the future."

 

For further information, please contact:

 

  1Spatial plc                                                                                         01223 420 414

  Andrew Roberts / Claire Milverton / Nicole Payne

 

  FTI Consulting                                                                                   020 3727 1000

  Dwight Burden / Alex Le May

 

  N+1 Singer                                                                                         020 7496 3000

  Shaun Dobson / Lauren Kettle

 

LEI Code: 213800VG7OZYQES6PN67

 

 

1Spatial

 

1Spatial is a technology-enabled solutions provider supplying vertically-focused business applications to industry sectors where the accuracy of location and geospatial data is key.  It is a global leader in managing geospatial data, with the goal to be a market leader in Location Master Data Management.

 

1Spatial provides its customers with business-focused applications where there is a reliance on location or geospatial data.  It delivers real value by using its patented 1Integrate tool to ensure that the underlying data is current, complete and consistent through the use of automated processes.  This ensures that decisions are always based on the highest quality information available.

 

Our global clients include national mapping and land management agencies, utilities, transportation organisations, government departments, emergency services, defence and census bureaus.

 

Today - as location data from smartphones, the Internet of Things and great lakes of commercial Big Data increasingly drive commercial decision-making - our technology is used by a wide range of commercial and government organisations from utilities and transport businesses, to facilities management companies.

 

1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with operations in the UK, Ireland, France, Belgium, Australia and USA.

 

For more information visit www.1spatial.com

 

Chairman's report

 

I am pleased to present another solid year of progress for 1Spatial plc, for the year ended 31 January 2019.

 

The Group has executed on another good year of strategic delivery, coupled with refocus and realignment.  We have achieved a solid financial result through clear strategic objectives, operating improvements and cost control.  We have also achieved significant client wins in the period, established a clear technology roadmap for the Group - particularly with regard to our growing global partnership with Esri.  As a result, we are now well-placed to align all our geographies behind our core strategy and seek to deliver higher levels of profitable growth in the future.

 

Post the year-end, on 7 May 2019, we announced the acquisition of French geospatial software solutions group Geomap-Imagis Participations ("Geomap-Imagis") for a total consideration of €7m, or c.€5.1m net of cash acquired.  The consideration has been partially funded by the proceeds of an oversubscribed fundraising of £3.1m at 31.5p per share.  Alongside the acquisition, we entered into a new strategic partnership agreement with Esri Inc. ("Esri"), in French-speaking markets, providing our existing European customers access to Esri's market-leading global GIS system while retaining the Group's specialised business applications and extensive know-how.  The deal is immediately earnings enhancing and will significantly strengthen our customer proposition, aligning our French and Belgian businesses with the strategy of the wider Group as solutions providers with a focus on industry-aligned business applications and Location Master Data Management.

 

As announced last year, as part of the Group's strategy and turnaround plan the Board resolved to dispose of its controlling interest in the non-core Enables IT business in March 2018.  The Group's results for this year therefore present results of continuing and discontinued activities separately.

 

Results

 

Our key objectives for the year to 31 January 2019 were to ensure improved profitability at adjusted* EBITDA level and that this was matched by operating cash generation from continuing operations (before strategic, integration and other irregular items), as well as follow-through on key strategic initiatives which will continue to drive revenue growth in future financial years.

 

The results for the year ended 31 January 2019 reflect the successful execution of the plan; for example, the Group generated adjusted* EBITDA profit from continuing operations of £1.2m, which was c.10 per cent. ahead of consensus market expectations.  The operating loss from continuing operations (after strategic, integration, other irregular items and share-based payment charge) has improved by £0.2m, from £1.8m to £1.6m.  In August 2018 the Group raised £8m of capital from an oversubscribed equity fundraise to clear the existing bank overdraft, materially improving the Company's credit rating and thereby strengthening the Group's position in the tendering process for customer contracts.  The balance of proceeds were used to invest in customer acquisition and technology-based solutions.  Consequently the Group closed the financial year with £6.4m of cash and we were pleased to welcome a number of new shareholders as part of this exercise.    

 

The results for the year from continuing operations were revenues of £17.6m (2018: £16.9m), adjusted* EBITDA profit of £1.2m (2018: £0.4m), an operating loss of £1.6m (2018: £1.8m), a loss for the year after tax of £1.4m (2018: £1.2m) and a loss from discontinued operations of £0.3m (2018: £1.3m).  The Group (including discontinued operations) used £0.8m in operating activities (2018: generated £0.8m from operating activities) with continuing operations generating operating cash inflows before strategic, integration and other irregular items, tax and interest of £0.5m (2018: £0.6m).

 

The US Government shut-down in the year impacted the US business such that a portion of revenue that was expected to be recognised in FY19 was instead delivered from the second quarter of FY20.  Had the shut-down not impacted the business, the adjusted* EBITDA for the year ended 31 January 2019 would have improved by £0.2m.

 

*Adjusted for strategic, integration, other irregular items and share-based payment charge

 

The Board

 

In my previous report, I stated that we would look to strengthen the Board with another Non-Executive Director and we were delighted to welcome Peter Massey to the Board on 10 July 2018.  Peter brings significant experience with him from National Grid plc, Transco plc and British Gas plc.  Following Peter's appointment, we now believe that we have a strong Board with a real breadth and depth of knowledge as well as experience in order to execute on 1Spatial's growth ambitions.

 

Corporate governance and committees

 

Corporate governance is taken very seriously at 1Spatial and is continually assessed.  During the year the Board formally adopted the high standards of corporate governance contained in the Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA Code").  The project to adopt the QCA Code has been driven by Francis Small and Company Secretary Susan Wallace.

 

We have provided more information on this in the Corporate Governance Report included in the Annual Report.

 

Francis Small is Chairman of the Remuneration Committee and Audit Committee. I am Chairman of the Nomination Committee.

 

Looking forward

 

Following the disposal of Enables IT in the year and the acquisition of Geomap-Imagis after the year end, the 1Spatial group is now fully aligned as a global software solutions provider in the Geospatial/Location market.  We have a clear strategy and have developed cutting edge, patented technology that has given us market-leading IP.  Our longer-term ambition remains unchanged. We aim not just to extend our technology in the Geospatial market, but also to establish a leading position in Location Master Data Management in our target sectors of Government, Utilities and Transportation.

 

I am pleased to say that the Group's momentum has continued in Q1 of FY20, with a number of notable new contracts from both existing and new clients. Our 'land and expand' strategy remains the core of the business and our teams are well positioned, motivated and energised. Our focus on quality earnings has seen an increase in licence revenues which in turn, drives a greater proportion of recurring revenues and visibility. The objectives for the financial year to January 2020 continue to be a laser focus on sustained growth and capitalising on the platform that was established during the last financial year, as well as leveraging our technology and key partnerships.

 

Our people are approachable, smart, innovative and agile. As we look forward to future growth, I would like to take this opportunity to welcome those who have joined 1Spatial plc during the year and to thank everyone for their continuing hard work and dedication.  I am confident that we are well placed to grow 1Spatial into a substantial, profitable and cash-generative business for years to come.

 

 

 

 

 

Andy Roberts

Non-Executive Chairman

 



 

Strategic report

 

CEO review

 

Group Strategy

 

The year ended 31 January 2019 was the second successful period of executing on the objectives of our three-year turnaround plan, announced in January 2017.  We set out to establish a strong financial and operational platform for the business, which would be evidenced through improved cash generation, growing adjusted EBITDA and sustainable growth.  The financial performance set out in this this report, including improved profitability at an adjusted EBITDA level, provides clear evidence that the turnaround plan is working, and we are confident about our prospects for the year ahead.

 

Growth strategy and longer-term goal to establish a leading position in Location Master Data Management

 

1Spatial's growth strategy is to provide repeatable innovative Spatial Solutions to our blue-chip, international client base with a key focus around data management, quality and enhancement using our patented technology, 1Integrate. 1Integrate is unique in its ability to synchronise both Geospatial data (generally held in a GIS database) and non-Spatial data (held in other databases) to a consistent set of data governance rules.  We are seeing a significant and growing need for our solution both in our chosen sectors and beyond where there is a key requirement to have consistent data across the enterprise in order to unlock value from data through analytics or for machine-learning activities, such as AI, to gain economic value.

 

1Integrate is fast developing a reputation as being the go-to product in the industry, and by working in collaboration with our customers we are successfully delivering upon our "land and expand" strategy meaning that once we have established a relationship, our solutions-based approach allows us to identify further new opportunities to further benefit their businesses.

 

Northern Gas Networks, as an example, first became a customer of the Group in September 2017 with one project.  This engagement has now expanded in number to ten projects with many of these solutions then able to be replicated across the utilities vertical market, across geographies thereby creating efficiencies and a vastly improved structure for the customer.

 

Another example of this is with a Proof of Concept ("PoC") with a UK major Infrastructure company first awarded in December 2017 which has led to a significant engagement with the customer, delivering in excess of £2m in FY19.  We are now engaged on a number of other initiatives with this customer which we believe will enable at least a similar amount of revenue in FY20, if not more.

 

Whilst our solutions are generally GIS-agnostic, we will also build solutions specific to the platform of our Global partner Esri, the largest GIS provider in the world; an example being our 1IIntegrate for ArcGIS solution.

 

Our longer-term ambition is to establish a leading position in Location Master Data Management in our target sectors of Government, Utilities and Transportation.

 

Continuation of our turnaround plan and strategy

 

There were a number of key steps taken during the year and subsequent to the year-end to enable us to continue with our turnaround plan plus enable our longer-term ambition of being a market leader in Location Master Data Management.  These were as follows:

-       Disposal of non-core business Enables IT in March 2018 to focus on the Geospatial/Location data market

-       In June 2018 we changed our licensing business model from perpetual to term (subscription) licencing.  We are building a business based on high quality, predictable revenue and this change provides greater predictability and monetisation of our software over the long-term. Perpetual licences will now only be granted in very exceptional circumstances.

-       Oversubscribed equity fundraise of £8m in August 2018 to strengthen the Group's balance sheet for larger customer acquisition and invest in technology including Location Master Data Management.

-       Post year end, aligning our European business to the rest of the global business, as a solutions provider through the acquisition of Geomap-Imagis. The new European business will provide a combination of vendor-agnostic solutions as well as Esri-based solutions to French-speaking markets. This acquisition will also provide significant strategic benefits to the rest of 1Spatial Group.

 



 

Key objectives

 

In my FY17 and FY18 review I set out several key objectives.  As part of this report I have re-visited these to demonstrate progress and any changes. 

 

Clear strategy

 

Provide Innovative Software Solutions to the Geospatial Sector with a focus on the automation of data cleansing and integration

 

During the year, we have stayed focussed on the strategy above but have also established a longer-term goal of taking a leading position in Location Master Data Management ("LMDM") in our target vertical sectors, which we have started to develop.

 

We continue to believe that this is the right strategy, particularly given the interest that we have seen from our customers and the market potential.  Our innovative approach means that we have expanded our focus beyond Geospatial data, and we have seen significant value from our ability to combine both Geospatial and Non-Spatial data, and it is in this harmonisation of data that we see a real gap in the market for our solutions.

 

The current market potential for the GIS sector and the LMDM sector is significant and growing.  Key stats are as follows:

 

-       GIS: the GIS industry is large and growing - PS Market Research estimates the global GIS software, services and hardware market at US$9.0bn, forecasting a 10.1% CAGR to reach US$17.5bn by 2023.  Software is estimated to account for around half of this market at present, with growth forecast at c.9% through 2023, whereas the revenue opportunity for services is expected to grow more rapidly - at c.12%.

 

-       LMDM: the Transparency Market Research estimates stated that this market was worth $3.8bn globally in 2017 and is expected to grow at a 27% CAGR through to 2024 to reach $21bn.

 

While our 1Integrate data management solutions are vendor-agnostic, we have more GIS-specific knowledge of Esri's technology, particularly given the acquisition of Geomap-Imagis, enabling us to provide more vertically-focussed business applications on this platform.

 

Focus on key sectors

 

We have increasing confidence in our focus on the three key sectors of Government, Utilities and Transport given the increasing amount of location data needing to be captured in these industries in order to make critical decisions including life-saving decisions.  Location data can be captured by various methods including sensor networks, drones, Lidar and mobile workforces and will generally need to be combined with existing data or other data sets to perform further analysis.  This is where our tool 1Integrate works best.  It is key and vital in these sectors that data is used to improve economic values not only just from a financial perspective but often more importantly from a Corporate Social Responsibility (CSR) perspective. 

 

This vertical approach allows us to stay focussed on three key sectors during the year to maintain deep domain expertise and manage resources efficiently.

 

Geographic reach

 

We have offices and direct sales operations in UK, Ireland, USA, France, Belgium and Australia.  There are slight differences in the go-to-market approach in each market given competition, market needs and scale.

 

An example of this is within the US, where there are significant opportunities for our software in the government sector, at the Federal level as well as in the states, cities and counties where the specific spatial data issues are concentrated.  Given the volumes of data collected and need for automation within the processes, it is the environment where our software and current business model work best.  Within our US business, we had three clients in 2015 and 27 clients at 31 January 2019.

 

In France and Belgium, following the acquisition of Geomap-Imagis, we are now in position to provide more vertically-focussed solutions on top of the Esri platform as well as our own vendor-agnostic data management solutions.

 

Organisational structure aligned to strategy

 

Alignment of organisation structure and strategy is key to future success and the structure that we set out with at the beginning of the year has remained the same.  There are clear roles and responsibilities with clear accountabilities.

We've had minimal staff turnover in the period and no changes to the senior team.  During the year we appointed a country manager for Australia, and we hired a Head of Development in the UK.

My senior team and key employees have been granted option awards in the period at 46.5p and nil-cost long-term incentive plan ("LTIP") awards.  The option awards vest over two to four years and the LTIP awards vest according to various criteria including company and share performance over a four-year period.

 

Drive revenue growth

 

Focus on new and existing customers

 

Solutions

Key focus for this financial year continued to be to drive revenue growth from both existing and new customers.  From our solutions business we saw revenues increasing by £1.6m (15%) from £10.6m to £12.2m. There were no significant losses to our recurring support and maintenance base during the year.  Our strategic shift to a term licence model with the aim to drive higher quality recurring revenues started in the second half of the year.  Whilst this reduced revenue in the short-term for the full year - as lower-value but recurring term licence revenues replaced higher-value non-recurring perpetual licence revenues - this will have a significant benefit on the visibility and quality of revenues for future years.

UK & Ireland

 

This territory performed well during the period with a new win in a major UK Infrastructure provider, in excess of £2m in value, following a small Proof of Concept ("PoC") in 2017.  In addition, we won a £1.6m five-year contract with Land and Property Services ("LPS") the mapping agency in Northern Ireland.  This puts us in a good position to provide LPS with additional benefits and solutions going forward.  In the second half of the year we won additional services work with the Rural Payments Agency, one of our key government customers, for £0.7m.  We also continued with several additional projects with one of our key utility customers, Northern Gas Networks ("NGN").

 

We believe that there will be significant opportunities for the provision of other solutions and benefits for all of these customers going forward.

 

USA

 

We have continued to deliver on our Michigan State Spatial Data Infrastructure (SDI) contract which we are working on in partnership with Esri Inc.  This will be a good proof point for other US State agencies who are looking to engage with us on our 1Integrate Spatial Solutions.  During the period we have been developing a strong pipeline which resulted in a number of contract closures during the second half of the year as follows:

-       Government - National Oceanic and Atmospheric Association ("NOAA") - following a PoC in September 2017, contracting for a two-year term licence and services worth US$0.6m

-       Utilities - National Grid - first utility win in the USA, with a recurrent annual 1Integrate term licence of US$80k

-       Utilities - East Bay Municipal Utility District - second utility win with PoC for 1Integrate plus services

-       Facilities Management - Google - following a small PoC in 2017, one-year term licence and services deal was won for US$0.4m

France & Belgium

 

Whilst our French and Belgium business is predominately GIS-focussed, we are growing our solutions revenues with our 1Integrate technology in this geography.  Following a Proof of Concept in 2017, we are now engaged on a contract with the European Union Satellite Centre for the provision of software and services.  This is progressing well and once we have completed the project, scheduled for June 2019, we will have a blueprint for solutions to similar agencies across the globe. 

 

GIS

Our GIS business in France and Belgium has seen a decrease of 11% in revenues in the year.  This is not unexpected in this fragmented market and as stated above, investing in a GIS is not core to our global strategy.  Our strength is building business-focussed applications on top of the GIS platform which incorporates our tools to ensure data quality, and to enhance this capability in the region, we acquired Geomap-Imagis post year-end.

This acquisition, combined with the Esri agreement, will accelerate the transition of our French and Belgian business, over a period of time, from a GIS business to a solutions business which is aligned with the 1Spatial global strategy.  The acquisition will provide us with a number of key benefits including:

-       Strengthening the existing solutions portfolio with additional technology-based solutions and business applications;

-       Access to a skilled management team and workforce with domain expertise in our key vertical sectors of government, utilities, transport and facilities management;

-       Increased scale and market access to customers;

-       Stronger links with key global partner Esri for increased market access and development of international software solutions; and

-       An existing customer base of over 500, providing significant cross-selling and land and expand opportunities for the enlarged Group.

 

 

Business model

 

Our solutions are based on technology (our own technology or partner technology) plus services, which are generally for implementation/configuration.  The US business has a larger proportion of software sales in its revenue compared with services, whereas in Europe, the solutions contain a larger proportion of services.  Since May 2018, we have made some changes to our business model and pricing to move away from perpetual licencing and adopt term (subscription) licencing.  This change is aligned to the rest of the industry and but also protects our core 1Integrate asset which we have, in the past, not always monetised appropriately given the value that our clients and customers receive.

Following the acquisition of Geomap-Imagis, our French and Belgian business will be more focussed on Esri-based solutions, as well as its own vendor-agnostic solutions. 

Working with partners

We have a valuable partnership network with key players in the Geospatial market, leveraging collaboration across platforms to drive growth.  Our own software architectures are 'Open' - allowing us to integrate our solutions with Esri, Open Source and other vendors' technology such as Latitude's Geocortex.

 

As noted above, following the acquisition of Geomap-Imagis, in conjunction with which we entered into a new framework agreement with Esri, we are now working more closely with our partner in the French and Belgian markets and this new collaboration offers a breadth of opportunities for the wider Group.

 

Focussed innovation

Following the fundraise in August 2018 we have also started initial work on our 3D project as well as our Location Master Data Management platform.  Given the current market and customer feedback, we believe these two areas are the right projects to be investing in.

 

Innovations during FY19 included investment in our Mobile software development kit, Location Mobile Application Platform ("LMAP").  We believe that this is a unique proposition to the market as the platform is data/GIS-system agnostic and is underpinned by our 1Integrate patented rules engine.  Our initial proposition to market is to develop business applications (Apps) with our clients but our longer-term aim is to enable developers to use our LMAP platform to develop their own Apps.

 

To further develop our growth plans we must continue to innovate.  All innovation in the business is now focussed and customer-led, and our strategy of being close to our customers enables us to work with them on these innovation ideas that can then be replicated across the industry sectors.  This innovation is not just focussed on our own technology and solutions but also how we can integrate and think innovatively in conjunction with our partners such as Esri.  Under the leadership of my CTO and CSO, we now have a very exciting roadmap and opportunities for innovation during the next financial year.

 

Through innovation, we have also identified several market-led solutions where we can embed our core 1Integrate software including some hosted SaaS solutions.

 

There should be exciting developments and revenue-generating opportunities arising from these solutions during the next financial year when we release them to the market.  If we put the customer at the heart of the business, working to address their business need and provide them with the most appropriate solution, then this should be a winning formula.

 

Outlook

 

We have continued to build on our success in FY19 into Q1 of the current year with traction across a number of our key accounts in the UK and Ireland including No1 Aeronautical Information Documents Unit ("No1 AIDU"), with a value of over £1m.  Ireland's Property Registration Authority (PRA), with a contract for £900k for software and services to support PRA's dramatic transformation.  In the USA we have secured more revenues with a number of new states and counties. All these wins demonstrate the significant potential demand for our solutions.

 

Following the acquisition of Geomap-Imagis, we are further aligning the Group to be a global business applications solutions provider focussed on location data and in doing so, have strengthened our partnership with the global market leading GIS company, Esri Inc. 

 

Our backlog of orders and pipeline is continuing to grow, and we look forward to an exciting year of continued profitable growth.  We will also be focussing on successfully integrating our new business in France and working on innovations, such as Location Master Data Management, which we believe could significantly enhance shareholder value in the longer term.

 

Claire Milverton

Chief Executive Officer

CFO review

 

The financial year to 31 January 2019 bears out the focussed execution on the turnaround programme, with improvements in continuing operations' revenues and adjusted* EBITDA, and generating operating cashflows before strategic, integration and other irregular items, interest and tax.

 

Results

 

A summary of the results compared to the previous year are set out below.

 


2019

£m


2018

£m

Continuing operations




Revenue

17.6


16.9

Cost of sales

(8.4)


(8.0)

Gross profit

9.2


8.9

Gross profit %

52%


53%

Administrative expenses *

(8.0)


(8.5)

Adjusted* EBITDA

1.2


0.4

Loss after tax

(1.4)


(1.2)





Discontinued operations




Loss after tax

(0.3)


(1.3)

 

*Adjusted for strategic, integration, other irregular items and share-based payment charge

                                               

Revenue includes the provision of software and services for the management of geospatial data, as well as a number of recurring revenue contracts from large customers with well-established relationships

 

The revenue split is as follows:

 


2019

proportion

2018

proportion


£m


£m


Licences - own

1.6

9%

1.2

7%

Licences - third-party

1.2

7%

1.3

8%

Services

7.8

44%

7.2

42%

Support and maintenance - own

5.7

33%

6.2

37%

Support and maintenance - third-party

1.3

7%

1.0

6%


17.6


16.9


 

The revenues in the table above for the year ended 31 January 2018 are before the adoption of IFRS 15 'Revenue from Contracts with Customers' ("IFRS 15") and those for the year ended 31 January 2019 are after the adoption of IFRS 15.  The main impact of the adoption of IFRS 15 in the year ended 31 January 2019 is a reduction of £0.2m in service revenues within the GIS business.  These revenues are recognised over time except where the Company does not have a contractual right to receive payment for the services, e.g. until milestones are achieved, in which case the adoption of IFRS 15 has resulted in a step-recognition of these software development service revenues (i.e. at a point in time), as the milestones are achieved, with the related costs recognised at the same time.

 

Total own licence revenues are up £0.4m (33%) from £1.2m to £1.6m

·      Up £0.7m (150%) in the Solutions business and

·      Down £0.3m (36%) in the GIS business

As noted in the CEO review, we changed our licence business model from perpetual to term (subscription) licencing, to build a business based on high-quality, predictable revenue and monetise our software over the long-term.

 

Third-party licences are down £0.1m (8%) from £1.3m to £1.2m, all of which is attributable to the Solutions business.  Our own higher-margin licence revenues have grown as a proportion of total licence revenues, growing from 48% last year to 58% this year.

 

Before the impact of IFRS 15 adjustments to GIS service revenues (a £0.2m decrease as noted above), service revenues have grown £0.8m or 11% in the year from £7.2m to £8.0m and make up the significant proportion of our revenue base at 45% (2018: 42%) of the total.  Our GIS business' revenues are in line with the prior year, so the substantial increase in the year's service revenues is attributable to our Solutions business where the major UK Infrastructure client and the Rural Payments Agency make up 35% of all service revenues.

 

Support and maintenance revenues are down £0.5m (8%) from £6.2m to £5.7m, with £0.4m (79%) of the decease attributable to our GIS business and the remaining £0.1m decrease attributable to our Solutions business (representing a modest 3% drop-off).  With the acquisition of Geomap-Imagis, we should mitigate the drop in the GIS business's support and maintenance revenues, by providing more vertically-focussed business applications on top of the Esri platform, as well as our own vendor-agnostic data management solutions on which support and maintenance revenues are based.

 

Third-party support and maintenance revenues have shown a 30% improvement from £1.0m to £1.3m, most of which is in our Solutions business.

 

The gross profit percentage for the year was down slightly on the prior year, from 53% to 52%.  Admin expenses have decreased 6% on the previous year.  Overall, the adjusted* EBITDA trading results have improved by £0.8m (200%) to £1.2m, bearing out our people, our technology and the execution of our strategy.

 

The resulting overall loss after tax from continuing operations has increased by £0.2m to a £1.4m loss, and the loss from discontinued operations is £0.3m, significantly lower than the prior year loss of £1.3m given that the year ended 31 January 2019 saw the tail end of the discontinued operations' activity.

 

Overall result for the year

 


2019

2018


£m

£m




Adjusted* EBITDA

1.2

0.4

Depreciation

(0.1)

(0.2)

Amortisation and impairment of intangible assets

(1.8)

(1.5)

Share-based payment (charge)/credit

(0.2)

0.5

Strategic, integration and other irregular items

(0.7)

(1.0)

Operating loss

(1.6)

(1.8)

Net finance cost

(0.2)

(0.2)

Loss before tax

(1.8)

(2.0)

Tax

0.4

0.8

Loss for the year - continuing operations

(1.4)

(1.2)

Loss for the year - discontinued operations

(0.3)

(1.3)

Result for the year

(1.7)

(2.5)

 

* Adjusted EBITDA is stated net of certain strategic, integration, other irregular costs and share option charge/credit.  See note 4 to the Accounts for further information.

 

Amortisation and impairment of intangible assets

 

The most significant line item in the classifications below adjusted* EBITDA is the amortisation and impairment of intangible assets.  £1.8m relates to amortisation (2018: £1.6m), there were no impairments (2018: £0.4m), and there were no impairment reversals (2018: £0.5m).  £0.2m of the prior year impairment related to the acquired intangibles of Sitemap Ltd, being software that was impaired due to the Group's strategy not currently prioritising resources on this product and the remaining £0.2m impairment related to the capitalised development costs of 1Spatial Group due to there being limited sales and pipeline to support their carrying value.  The £0.5m impairment reversal in the prior year related to capitalised development costs of 1Spatial Belgium, based on the improvement in the company's expected future cashflows.  Further details on this are provided in note 6 to the Accounts.

 

Share-based payment (charge)/credit

 

The share option charge represents the 'non-cash' charge under IFRS 2 attributable to issuing share options this financial year.  Further details of the new 1Spatial employee share plan adopted in the year are provided in note 14 to the Annual Report.  The credit in the previous year was due to the effect of leavers in that year.

 

Strategic, integration and other irregular items

 


2019

£m

2018

£m

Costs associated with corporate transactions and other strategic costs

0.3

0.1

Restructuring and redundancy costs

0.3

0.9

Fees relating to the Employee Share Plan implemented in the year

0.1

-

Write-off of accrued revenue on settlement of a contractual dispute

-

0.1

Gain on bargain purchase

-

(0.1)

(Release of amount payable to)/provision for amount receivable from Sitemap Ltd

-

(0.0)

Total

0.7

1.0

 

Given the Group's involvement in corporate transactions, it incurs irregular costs that affect the overall underlying results of the business.  Where possible the Group seeks to separate these out along with any other irregular items that the Board believe should be shown separately in this category.  A summary of key transactions within this category, are set out above with further details provided in note 4 to the Accounts.

 

Tax

 

The tax credit for the Group is £0.4m (2018: £0.8m). This is largely a result of the Group electing to receive an R&D tax credit in relation to the periods 31 January 2017 and 2018 in the form of cash during the year.  The decrease on the prior year is partially due to there being no R&D activity in the year for Storage Fusion Limited and Sitemap Ltd and partially due to there being a lower surrenderable loss on which the current year R&D tax credit for 1Spatial Group Limited is based.

 

Loss for the year from discontinued operations

 

The losses for the year from discontinued operations relate to the final costs on the closure of Storage Fusion and the sale of the controlling interest in the Enables IT UK business that occurred in March 2018.

 

Statement of financial position

 

Non-current assets

 

Intangible assets including goodwill

 

Goodwill and intangible assets decreased by £0.3m in the year.  The decrease in the year is attributable to £1.3m additions to development costs net of amortisation charges of £1.8m.

 

Property, plant and equipment

 

Property, plant and equipment is unchanged from the prior year as £0.1m of additions was offset by £0.1m of depreciation charges.

 

Current assets

 

Trade and other receivables

 

Trade and other receivables balances are £5.0m at the year-end, a decrease of £0.5m on the prior year balance of £5.5m. The decrease is attributable mainly to a £0.6m decrease in accrued income which has come from balances in 1Spatial Belgium being £1.0m in the year ended 31 January 2018 (before any IFRS 15 impact) and only £0.3m for the year ended 31 January 2019 (after the impact of IFRS 15 adjustments)

 

There are a number of contracts with customers in 1Spatial Belgium where software development service revenues were accrued to the balance sheet such that revenue was recognised over time before the adoption of IFRS 15. This revenue recognition pattern is no longer appropriate under IFRS 15, as 1Spatial Belgium does not have a contractual right to receive payment for the services until certain milestones are reached and therefore, on the adoption of IFRS 15, the balance of accrued income decreases as these software development service revenues are step-recognised when milestones are achieved (i.e. revenue is now recognised at a point in time).  To achieve the matching principle, the related costs are treated accordingly.

 

Cash balance

 

Net funds increased from £0.3m in the prior year to £6.4m, with £8m being raised in the August 2018 placing.  The analysis of this is discussed in the cash flow section below.

 

Current liabilities

 

Trade and other payables balances are £7.9m, a decrease of £1.1m on the prior year balance of £9m.  The main reason for the decrease is a £0.7m decrease in deferred income due to the adoption of IFRS 15 in the Group's UK and Belgian subsidiaries (see below) and a £0.3m decrease in other taxation and social security balances related to 1Spatial plc.

 

At 31 January 2018 (before any IFRS 15 impact), the deferred income balance in 1Spatial Group (the UK operation) and 1Spatial Belgium was £2.7m and £1.5m respectively.  At the 31 January 2019 year-end (after the impact of IFRS 15), the deferred income balance in 1Spatial Group (the UK operation) and 1Spatial Belgium has decreased to £2.3m and £1.2m respectively. 

 

Software licencing revenue in respect of term licences is now satisfied at a point in time rather than being satisfied over time, and therefore upon adoption of IFRS 15, revenue from both perpetual and term licences are recognised in full once the performance obligation has been satisfied.  Previously, in the year ended 31 January 2018, revenue from perpetual licences was recognised at a point in time but term licence revenue was recognised over time.  Given that the revenue recognition pattern under IFRS 15 is accelerated, this has the impact of decreasing balances of deferred income.

 

Non-current liabilities

 

The decrease of £0.1m in the deferred tax liability is mainly attributable to the increased amortisation charge in the year.

 

Share capital and reserves

 

Share capital and share premium increased by £2.3m and £5.7m in the year due to the placing in August 2018.  Accumulated losses increased £1.8m with the loss for the year as noted above, and by a further £0.2m to account for the impact of the initial application of IFRS 15 'Revenue from Contracts with Customers'..

 

Cash flow

 

The Group had net funds of £6.4m (2018: £0.3m) after settling the overdraft following receipt of the share issue proceeds in the year.

 

A cash flow bridge is presented below which reconciles the adjusted* EBITDA to the year-end cash balance.  This is a different format to the presentation shown in the Accounts.

 

Continuing operations' operating activities contributed £0.5m to the net cash inflow in the year, before payments for strategic, integration and other irregular items of £0.8m, and tax and interest net cash inflows of £0.1m brought the net cash outflow in the year to £0.2m.

 

This net cash outflow of £0.2m together with continuing operations' net cash used in investing activities totalling £1.4m, and continuing operations' net cash generated from investing activities of £8.0m resulted in a net cash inflow of £6.4m.  Discontinued operations' net cash outflows of £0.3m offset the net cash inflow from continuing operations of £6.4m such that the net cash inflow from all operations in the year is £6.1m.

                   


2019


£m

Adjusted* EBITDA - continuing operations

1.2

Working capital movements - continuing operations

(0.7)

Cash inflow from operating activities - continuing operations

0.5

Payments for strategic, integration and other irregular items

(0.8)

Tax and interest net cash inflows

0.1

Cash outflow after strategic, integration and other irregular items and after tax and interest net cash inflows - continuing operations

(0.2)

Expenditure on product development and intellectual property capitalised

(1.3)

Expenditure on property, plant and equipment

(0.1)

Cash outflow after investing activities - continuing operations

(1.6)

Net proceeds of share issue

8.0

Cash inflow after financing activities - continuing operations

6.4

Net cash outflow - discontinued operations

(0.3)

Impact of foreign exchange

0.0

Net cash inflow - all operations

6.1

Opening net funds

0.3

Closing net funds

6.4

 

* Adjusted EBITDA is stated net of certain strategic, integration, other irregular costs and share option charge.  See note 4 to the Accounts for further information

 



 

 

Consolidated statement of comprehensive income

For the year ended 31 January 2019


Note

2019

£'000

2018

£'000

Continuing operations




Revenue

2/3

17,624

16,938

Cost of sales


(8,449)

(7,994)

Gross profit


9,175

8,944

Administrative expenses


(10,803)

(10,749)



(1,628)

(1,805)

Adjusted* EBITDA


1,188

403

Less: depreciation


(141)

(231)

Less: amortisation and impairment of intangible assets

6

(1,785)

(1,474)

Less/add: share-based payment (charge)/credit

14

(218)

538

Less: strategic, integration and other irregular items

4

(672)

(1,041)

Operating loss


(1,628)

(1,805)





Finance income


8

36

Finance costs


(199)

(187)

Net finance cost


(191)

(151)









Loss before tax


(1,819)

(1,956)





Income tax credit

5

389

753





Loss for the year from continuing operations


(1,430)

(1,203)





Discontinued operations




Loss for the year from discontinued operations (attributable to equity holders of the company)

9

(270)

(1,255)





Loss for the year attributable to:




Equity shareholders of the Parent


(1,700)

(2,458)



(1,700)

(2,458)





Other comprehensive (expense)/income




Items that may subsequently be reclassified to profit or loss:




Actuarial losses arising on defined benefit pension, net of tax


-

(2)

Exchange differences arising on translation of net assets of foreign operations


80

366

Other comprehensive income for the year, net of tax


80

364

Total comprehensive loss for the year


(1,620)

(2,094)

Total comprehensive loss attributable to the




equity shareholders of the Parent


(1,620)

(2,094)





Total comprehensive loss attributable to equity




shareholders of the Parent arises from:




·      Continuing operations


(1,350)

(1,030)

·      Discontinued operations


(270)

(1,064)



(1,620)

(2,094)



 

 

 


Note

2019

£'000

2018

£'000

Loss per ordinary share from continuing and discontinued operations attributable to the owners of the parent during the year (expressed in pence per ordinary share):








Basic loss per share


(1.97)

(3.20)

From continuing operations

17

(1.65)

(1.50)

From discontinued operations

17

(0.31)

(1.70)









Diluted loss per share


(1.97)

(3.20)

From continuing operations

17

(1.65)

(1.50)

From discontinued operations

17

(0.31)

(1.70)









* Adjusted for strategic, integration, other irregular items (note 4) and share-based payment charge.

 

 



                                                                                                Registered company number (England): 5429800

Consolidated statement of financial position                                             

As at 31 January 2019

                                                                                                                                                               

Note

2019

£'000

2018

£'000

Assets




Non-current assets




Intangible assets including goodwill

6

10,194

10,540

Property, plant and equipment


285

333

Total non-current assets


10,479

10,873





Current assets




Trade and other receivables

7

4,998

5,510

Current income tax receivable


125

221

Cash and cash equivalents

8

6,358

1,319

Total current assets


11,481

7,050

Assets of disposal group classified as held for sale


-

1,031

Total assets


21,960

18,954





Liabilities




Current liabilities




Bank borrowings


-

(1,051)

Trade and other payables

10

(7,901)

(9,003)

Current income tax liabilities


-

(32)

Provisions

11

-

(148)

Total current liabilities


(7,901)

(10,234)





Non-current liabilities




Defined benefit pension obligation


(677)

(635)

Deferred tax

12

(192)

(264)

Total non-current liabilities


(869)

(899)

Liabilities of disposal group classified as held for sale


-

(1,031)

Total liabilities


(8,770)

(12,164)

Net assets


13,190

6,790





Share capital and reserves




Share capital

13

18,971

16,705

Share premium account

13

28,661

22,931

Own shares held

13

(303)

(303)

Equity-settled employee benefits reserve


2,934

2,716

Merger reserve


16,030

16,030

Reverse acquisition reserve


(11,584)

(11,584)

Currency translation reserve


304

224

Accumulated losses


(41,346)

(39,452)

Purchase of non-controlling interest reserve


(477)

(477)

Total equity attributable to shareholders of the parent


13,190

6,790

Total equity


13,190

6,790






Consolidated statement of changes in equity

For the year ended 31 January 2019

£'000

Share capital

Share premium account

Own shares held

Equity-settled employee benefits reserve

Merger reserve

Reverse

acquisition

reserve

Currency translation reserve

Purchase of non-controlling interest reserve

Accumulated losses

Total equity attributable to shareholders of the parent

Non-controlling interest

Total equity

Balance at 1 February 2017

16,449

22,931

(303)

3,254

15,347

(11,584)

(142)

-

(36,992)

8,960

262

9,222

Comprehensive (loss)/income













Loss for the year

-

-

-

-

-

-

-

-

(2,458)

(2,458)

-

(2,458)

Other comprehensive (loss)/income













Actuarial losses arising on defined benefit pension

-

-

-

-

-

-

-

-

(2)

(2)

-

(2)

Exchange differences on translating foreign operations

-

-

-

-

-

-

366

-

-

366

-

366

Total other comprehensive income/(loss)

-

-

-

-

-

-

366

-

(2)

364

-

364

Total comprehensive income/(loss)

-

-

-

-

-

-

366

-

(2,460)

(2,094)

-

(2,094)

Transactions with owners













Issue of shares to acquire remaining interest in Sitemap Ltd

56

-

-

-

144

-

-

-

-

200

-

200

Acquisition of shares in 1Spatial Inc

200

-

-

-

539

-

-

(477)

-

262

(262)

-

Recognition of share-based payments

-

-

-

(538)

-

-

-

-

-

(538)

-

(538)


256

-

-

(538)

683

-

-

(477)

-

(76)

(262)

(338)














Balance at 31 January 2018

16,705

22,931

(303)

2,716

16,030

(11,584)

224

(477)

(39,452)

6,790

-

6,790

Adjustment on initial application of IFRS 15









(194)

(194)


(194)

Balance at 31 January 2018

16,705

22,931

(303)

2,716

16,030

(11,584)

224

(477)

(39,646)

6,596

-

6,596

Comprehensive loss













Loss for the year

-

-

-

-

-

-

-

-

(1,700)

(1,700)

-

(1,700)

Other comprehensive (loss)/income













Exchange differences on translating foreign operations

-

-

-

-

-

-

80

-

-

80

-

80

Total other comprehensive income

-

-

-

-

-

-

80

-

-

80

-

80

Total comprehensive (loss)/income

-

-

-

-

-

-

80

-

(1,700)

(1,620)

-

(1,620)

Transactions with owners













Issue of share capital, net of share issue costs (note 13)

2,266

5,730

-

-

-

-

-

-

-

7,996

-

7,996

Recognition of share-based payments

-

-

-

218

-

-

-

-

-

218

-

218


2,266

5,730

-

218

-

-

-

-

-

8,214

-

8,214

Balance at 31 January 2019

18,971

28,661

(303)

2,934

16,030

(11,584)

304

(477)

(41,346)

13,190

-

13,190


Consolidated statement of cash flows

For the year ended 31 January 2019

 


Note

2019

£'000

2018

£'000

Cash flows from operating activities




Cash (used in)/generated from operations

(a)

(749)

245

Interest received


24

3

Interest paid


(199)

(170)

Tax received


410

751

Net cash (used in)/generated from operating activities


(514)

829





Cash flows from investing activities




Acquisition of subsidiary (net of cash acquired)

16

-

15

Disposal of subsidiary


-

100

Purchase of property, plant and equipment


(94)

(96)

Proceeds from sale of property, plant and equipment


-

80

Expenditure on product development and intellectual property capitalised


(1,300)

(1,019)

Net cash used in investing activities


(1,394)

(920)





Cash flows from financing activities




Repayment of borrowings


-

(5)

Net proceeds of share issue

13

7,996

-

Net cash generated from/(used in) financing activities


7,996

(5)





Net increase/(decrease) in cash and cash equivalents


6,088

(96)

Cash and cash equivalents at start of year


268

604

Less cash and cash equivalents in assets held for sale


-

(226)

Effects of foreign exchange on cash and cash equivalents


2

(14)

Cash and cash equivalents at end of year

(b)

6,358

268

 

 

 

Cash flows of discontinued operations included above

 


2019

£'000

2018

£'000

Net cash generated from operating activities

(141)

101

Net cash used in investing activities

-

(33)

Total

(141)

68

 

 

 

 



Notes to the consolidated statement of cash flows

 

(a) Cash (used in)/generated from operations


Note

2019

£'000

2018

£'000

Loss before tax including discontinued operations


(2,085)

(3,424)

Adjustments for:




Net finance cost


175

167

Depreciation


141

376

Amortisation and impairment of intangible assets


1,785

1,558

Impairment of assets held for sale


-

1,220

Share-based payment charge/(credit)

14

218

(538)

Net foreign exchange movement


(39)

271

Loss on disposal of assets held for sale


-

199

Loss on disposal of property, plant and equipment


-

9

Gain on bargain purchase

16

-

(100)

(Increase)/decrease in trade and other receivables


(184)

2,791

Decrease in trade and other payables


(656)

(2,205)

Decrease in provisions


(148)

(83)

Increase in defined benefit pension obligation


44

4

Cash (used in)/generated from operations


(749)

245

 

 

 (b) Reconciliation of net cash flow to movement in net funds



2019

£'000

 

Increase/(decrease) in cash in the year


6,088

(96)

 

Changes resulting from cash flows


6,088

(96)

 

Less cash and cash equivalents in assets held for sale


-

(226)

 

Effect of foreign exchange


2

(14)

 

Change in net funds


6,090

(336)

 

Net funds at beginning of year


268

604

 

Net funds at end of year


6,358

268

 





 

Analysis of net funds




 

Cash and cash equivalents classified as:




 

Current assets


6,358

1,319

 

Bank and other loans


-

(1,051)

 

Net funds at end of year


6,358

268

 





 

c) Reconciliation of movement in liabilities from financing activities




 

 

 


Finance leases due within 1 year

Finance leases due after 1 year

Total

 



£'000

£'000

£'000

 

Debt as at 1 February 2017


11

62

73

 

Cashflows


(5)

-

(5)

 

Disposals - finance lease


(6)

(62)

(68)

 

Debt as at 31 January 2018


-

-

-

 

Cashflows


-

-

-

 

Debt as at 31 January 2019


-

-

-

 






 

 

               

 

Notes to the financial statements

For the year ended 31 January 2019

 

 

1.   Basis of preparation 

   

The preliminary information of 1Spatial plc is prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS, and comply with Article 4 of the EU IAS Regulation.

 

The preliminary information has been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The Group financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

 

The accounting policies adopted in the preparation of the preliminary information are consistent with those followed in the preparation of the financial statements for the year ended 31 January 2018, except for Revenue relating to the year ended 31 January 2019, which is recognised under IFRS 15 'Revenue from Contracts with Customers' (refer note 3) and except for the adoption of IFRS 9 ' Financial Instruments'.  The adoption of IFRS 9 from 1 February 2018 changed the accounting policies for the year ended 31 January 2019 but did not result in adjustments to the amounts recognised in the financial statements.

 

The results shown for the years ended 31 January 2019 and 31 January 2018 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 2019 were approved by the Board of directors on 13 May 2019 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.   Segmental information

 

Management has determined the operating segments based on the reports reviewed by the Board that are used to make strategic decisions.

 

The United Kingdom is the home country of the Group.  For management purposes during the year, the Group was organised into the following operating divisions - Central costs, Geospatial (1Spatial Group including France and Belgium and 1Spatial Inc.) and Cloud (Enables IT and Storage Fusion Limited, which are both included within discontinued operations, and Sitemap).  These divisions are the basis on which the Group reports its segmental information.  The Geospatial business represents the core 1Spatial business which has offices in the UK (Cambridge), Ireland, France, Belgium, Australia and the USA (Washington DC).  The Cloud Services division represents the Enables IT business plus the two smaller businesses operated by the Group, of Storage Fusion Limited and Sitemap. Enables IT and Storage Fusion Limited have been treated as discontinued operations in these financial statements, within the Cloud segment. The Central costs mainly represent costs associated with 1Spatial plc including costs of the Board of Directors and other costs which are not specific to any of the other segments.  Examples of cost include the Group accounting function and marketing.  It also includes costs associated with being an AIM listed company and other statutory costs including audit fees, as well as the costs incurred in relation to the disposal of Enables IT in the year.

 

The Board assesses the performance of the operating segments based on a measure of adjusted EBITDA.  This measurement basis excludes the effects of strategic, integration and other irregular items from the operating segments.

 

The segment information provided to the Board for the reportable segments for the year ended 31 January 2019 is as follows:

 

31 January 2019

Central costs

£'000

Geospatial

£'000

Cloud

£'000

Total

£'000






Revenue

-

17,624

-

17,624

Cost of sales

-

(8,449)

-

(8,449)

Gross profit

-

9,175

-

9,175






Total administrative expenses

(1,971)

(8,829)

(3)

(10,803)






Adjusted EBITDA

(1,460)

2,651

(3)

1,188

Less: depreciation

-

(141)

-

(141)

Less: amortisation and impairment of intangible assets

-

(1,785)

-

(1,785)

Less: share-based payment charge

(53)

(165)

-

(218)

Less: strategic, integration and other irregular items

(458)

(214)

-

(672)

Total operating (loss)/profit

(1,971)

346

(3)

(1,628)






Finance income

4

4

-

8

Finance cost

(122)

(77)

-

(199)

Net finance cost

(118)

(73)

-

(191)






(Loss)/profit before tax

(2,089)

273

(3)

(1,819)

Tax

-

387

2

389

(Loss)/profit for the year

(2,089)

660

(1)

(1,430)

Loss for the year from discontinued operations

(163)

-

(107)

(270)

(Loss)/profit for the year attributable to:





Equity holders of the parent

(2,252)

660

(108)

(1,700)


(2,252)

660

(108)

(1,700)

 

 

(Loss)/profit for the year from:





- Continuing operations

(2,089)

660

(1)

(1,430)

- Discontinued operations

(163)

-

(107)

(270)


(2,252)

660

(108)

(1,700)

 

 

31 January 2019

Central costs

£'000

Geospatial

£'000

Cloud

£'000

Total

£'000

Segment assets

3,712

18,146

102

21,960

Segment liabilities

(797)

(7,938)

(35)

(8,770)

Segment net assets

2,915

10,208

67

13,190

The revenue from external parties reported to the Board is measured in a manner consistent with that in the statement of comprehensive income.

 

The amounts provided to the Board in the year ended 31 January 2019 with respect to total assets and total liabilities are measured in a manner consistent with that of the financial statements.  Assets are allocated based on the operations of the segment and the physical location of the asset.  Liabilities are allocated based on the operations of the segment.

 

31 January 2018

Central costs

£'000

Geospatial

£'000

Cloud

£'000

Total

£'000






Revenue

-

16,938

-

16,938

Cost of sales

-

(7,994)

-

(7,994)

Gross profit

-

8,944

-

8,944






Total administrative expenses

(1,742)

(8,874)

(133)

(10,749)






Adjusted EBITDA

(1,601)

2,035

(31)

403

Less: depreciation

(15)

(215)

(1)

(231)

Less: amortisation and impairment of intangible assets

-

(1,274)

(200)

(1,474)

Less: share-based payment credit/(charge)

551

(13)

-

538

Less: strategic, integration and other irregular items

(677)

(463)

99

(1,041)

Total operating (loss)/profit

(1,742)

70

(133)

(1,805)






Finance income

-

36

-

36

Finance cost

(124)

(63)

-

(187)

Net finance cost

(124)

(27)

-

(151)











(Loss)/profit before tax

(1,866)

43

(133)

(1,956)

Tax

-

748

5

753

(Loss)/profit for the year

(1,866)

791

(128)

(1,203)

Loss for the year from discontinued operations

(166)

-

(1,089)

(1,255)

(Loss)/profit for the year attributable to:





Equity holders of the parent

(2,032)

791

(1,217)

(2,458)


(2,032)

791

(1,217)

(2,458)






                                                                    

 

(Loss)profit for the year from:





- Continuing operations

(1,866)

791

(128)

(1,203)

- Discontinued operations

(166)


(1,089)

(1,255)


(2,032)

791

(1,217)

(2,458)

 

 

31 January 2018

Central costs

£'000

Geospatial

£'000

Cloud

£'000

Total

£'000

Segment assets

69

17,632

1,253

18,954

Segment liabilities

(2,705)

(8,382)

(1,077)

(12,164)

Segment net (liabilities)/assets

(2,636)

9,250

176

6,790

The following table provides an analysis of the Group's non-current assets located in all countries in which the entity holds assets.


2019

£'000

 

2018

£'000

United Kingdom (being the Company's country of domicile)

5,627

6,132

Europe

2,186

2,235

United States

2,664

2,501

Rest of World

2

5


10,479

10,873

 

1Spatial Group has one major customer where revenues exceed 10% of the Group's revenue. This is a UK major Infrastructure company.

 

The Group's operations are located in the United Kingdom, Europe (Ireland, France and Belgium) the United States and Australia. The following table provides an analysis of the Group's revenue by geographical destination.

 


2019

Continuing

£'000

2019

Discontinued

£'000

2019

Total

£'000

United Kingdom

7,194

-

7,194

Europe

6,298

-

6,298

United States

1,964

-

1,964

Rest of World

2,168

-

2,168


17,624

-

17,624

 

The following table provides an analysis of the Group's revenue by country of domicile, split, in the case of 2019, by whether the revenue is recognised at a point in time or over time.

 


2019

Continuing

£'000

2019

Discontinued

£'000

2019

Total

£'000

United Kingdom

7,642

-

7,642

At a point in time

1,139

-

1,139

Over time

6,503

-

6,503

Europe

6,325

-

6,325

At a point in time

1,085

-

1,085

Over time

5,240

-

5,240

United States

1,964

-

1,964

At a point in time

548

-

548

Over time

1,416

-

1,416

Rest of World

1,693

-

1,693

At a point in time

671

-

671

Over time

1,022

-

1,022


17,624

-

17,624

 

The following table provides an analysis of the Group's revenue by category.

 


2019

Continuing

£'000

2019

Discontinued

£'000

2019

Total

£'000

2018

Continuing

£'000

2018

Discontinued

£'000

2018

Total

£'000

Licences

2,765

-

2,765

2,515

-

2,515

Services*

7,813

-

7,813

7,178

1,281

8,459

Support and maintenance

7,038

-

7,038

7,228

1,377

8,605

Products

8

-

8

17

2,920

2,937


17,624

-

17,624

16,938

5,578

22,516

 

*This includes both Professional services revenue and Software development services.

 

No revenue was recognised in the year from performance obligations satisfied in previous years.

 

3.   Adoption of IFRS 15

 

The Group adopted IFRS 15 'Revenue from customers' on 1 February 2018 and applied the modified retrospective approach. Comparatives for 2018 have not been restated and the cumulative impact of adoption has been recognised as an increase to accumulated losses with a corresponding decrease in net assets at 1 February 2018 as follows:

 


£'000

Accumulated losses

 

Revenue from software licences

(314)

Revenue from software development services

564

Costs to fulfil a contract

(56)

Total impact at 1 February 2018

194

 

 

Current assets

 

Trade and other receivables

675

Current liabilities

 

Trade and other payables

(481)

Total impact at 1 February 2018

194

 

 

The impact of the adoption on the results for the year to 31 January 2019 is set out below:

 

All £'000

Amounts pre IFRS 15

Transition adjustment

In year impact

Amounts as reported

Revenue

 

 

 

 

-       Licences

2,784

-

(19)

2,765

-       Services

7,601

-

212

7,813

-       Support and maintenance

7,038

-

-

7,038

-       Products

8

-

-

8

 

17,431

-

193

17,624

Cost of sales

(8,435)

-

(14)

(8,449)

Gross profit

8,996

-

179

9,175

Income tax

 

 

 

389

Loss for the year from continuing operations

 

 

 

(1,430)

Loss for the year

 

 

 

(1,700)

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

5,482

(675)

191

4,998

Current liabilities

 

 

 

 

Trade and other payables

(8,394)

481

12

(7,901)

Non-current liabilities

 

 

 

 

Net assets

 

(194)

179

 

 

 

4.   Strategic, integration and other irregular items

 

In accordance with the Group's policy for strategic, integration and other irregular items, the following charges were included in this category for the year:

 


2019

£'000

2018

£'000

Costs associated with corporate transactions and other strategic costs

332

101

Restructuring and redundancy costs

213

946

Fees relating to the Employee Share Plan implemented in the year

82

-

Write-off of accrued revenue on settlement of a contractual dispute

-

138

Gain on bargain purchase

-

(100)

(Release of amount payable to)/provision for amount receivable from Sitemap Ltd

-

(44)

Other

45

-

Total

672

1,041

 

Corporate transactions and other strategic costs comprise broker costs, due diligence and other advisory fees.   In addition, and in line with our stated strategy, the Company assessed other potential acquisitions during the year and used various advisers to assist with this process and the overall strategic direction of the Company.

 

Substantial cost was incurred over the current and prior year to restructure the Group and the Board of Directors and is included within restructuring and redundancy costs.

 

Following a consultation with a number of major shareholders, the Group established a new 1Spatial employee share plan (the "New Plan") on 4 September 2018 to incentivise management and employees to deliver long-term value creation and align their interests with those of the Company's shareholders.  In order to benefit from grants under the New Plan, to the extent employees and management held options granted under the Company's previous share options plans (the EMI Share Option Plan and the Executive Unapproved Share Option Plan, both introduced in 2010, being the "Existing Plans"), individuals were required to surrender and waive their rights to existing share options. Legal fees and IFRS 2 Share-based Payment valuation charges were incurred to effect the new employee share plan.

 

5.   Income tax credit

 


2019

£'000

2018

£'000

Current tax



UK corporation tax on income for year

(156)

-

Foreign tax                                                    

33

49

Adjustments in respect of prior years

(194)

(720)

Total current tax

(317)

(671)

Deferred tax (note 12)



Origination and reversal in temporary differences

(195)

(111)

Adjustments in respect of prior periods

123

-

Effect of decreased tax rate on opening deferred tax position

-

29

Total deferred tax

(72)

(82)




Total tax credit

(389)

(753)

 

Factors affecting the tax credit for the year:

The tax credit for the year is lower (2018: higher) than the standard rate of corporation tax in the UK. The differences are explained below:

 


2019

£'000

2018

£'000

Loss on ordinary activities before tax

(1,819)

(1,956)


(1,819)

(1,956)

 

Loss on ordinary activities before tax multiplied by the effective rate of corporation tax in the UK of 19% (2018: 19.16%)

(346)

(375)

Effect of:



Expenses not deductible for tax purposes

114

153

Income not taxable

-

(40)

Overseas tax rates different to UK tax rates

-

(30)

Tax losses for which no deferred tax asset was recognised

47

202

Adjustments in respect of prior years

(71)

(720)

Recognition of deferred tax asset not previously recognised

(125)

-

Differences in tax rates applicable to overseas subsidiaries

(8)

57

Total credit for year

(389)

(753)

 

The adjustment in respect of prior years arose due to the Group electing to receive an R&D tax credit in relation to the periods 31 January 2017 and 2018 in the form of cash during the year.

 

Changes to the UK corporation tax rates were substantively enacted as part of the Finance Bill 2015 (on 26 October 2015) and Finance Bill 2016 (on 7 September 2016).  These changes included amongst other things, the reduction in the main rate of UK corporation tax to 19% with effect from 1 April 2017 and to 17% with effect from 1 April 2020, so the relevant deferred tax balances have been measured at 17% for the current year-end (2018: 17%).

 

6.   Intangible assets including goodwill

 

          


Goodwill

 

 

 

£'000

Brands

 

 

 

£'000

Customers and

related contracts

£'000

Software

 

 

 

£'000

Development

costs

 

 

£'000

Website costs

 

 

£'000

Intellectual property

 

 

£'000

Total

 

 

 

£'000

Cost









At 1 February 2018

16,008

232

2,847

4,420

13,737

30

51

37,325

Additions

-

-

-

-

1,285

-

15

1,300

Effect of foreign exchange

153

-

(4)

1

(10)

-

-

140

At 31 January 2019

16,161

232

2,843

4,421

15,012

30

66

38,765










Accumulated impairment and amortisation









At 1 February 2018

11,511

142

2,582

3,625

8,893

30

2

26,785

Amortisation - continuing operations

-

23

176

228

1,353

-

5

1,785

Effect of foreign exchange

22

-

(4)

(3)

(14)

-

-

1

At 31 January 2019

11,533

165

2,754

3,850

10,232

30

7

28,571

Net book amount at

31 January 2019

4,628

67

89

571

4,780

-

59

10,194

 

 

Included in the Development costs of the 1Spatial France and Belgium CGU are costs relating to a GIS "Kernel" (core) element and costs relating to a "Business Applications" element, totalling £2 million.  Impairment tests have been performed to assess the carrying values of this CGU's GIS Kernel and Business Applications development cost.

 

The key assumptions used in the value in use calculations were the pre-tax discount rate applied (17.2%) and growth assumptions.  The 1Spatial France and Belgium CGU has forecast sales and corresponding costs for the year ending 31 January 2020 to decrease by 3% and 6% respectively.  One of the main assumptions used in calculating this CGU's value in use is the annual decrease in the revenue and related staff costs of the GIS Kernel, which has been forecast to decrease by 1.5% per year.  An impairment to the 1Spatial France and Belgium CGU's GIS Kernel of £45,000 would arise if the annual decrease applied in the main assumptions was 2% instead of 1.5%.

           

 


Goodwill

 

 

 

£'000

Brands

 

 

 

£'000

Customers and

related contracts

£'000

Software

 

 

 

£'000

Development

costs

 

 

£'000

Website costs

 

 

£'000

Intellectual property

 

 

£'000

Total

 

 

 

£'000

Cost









At 1 February 2017

16,409

232

3,660

4,195

12,632

30

40

37,198

Arising on acquisition

-

-

-

200

-

-

-

200

Additions

-

-

-

-

1,005

-

11

1,016

Reclassified as held for sale

(480)

-

(850)

-

-

-

-

(1,330)

Effect of foreign exchange

79

-

37

25

100

-

-

241

At 31 January 2018

16,008

232

2,847

4,420

13,737

30

51

37,325

Accumulated impairment and amortisation









At 1 February 2017

11,432

119

2,499

3,171

7,979

30

-

25,230

Reclassified as held for sale

-

-

(213)

-

-

-

-

(213)

Amortisation - continuing

operations

-

23

179

246

1,139

-

2

1,589

Amortisation - discontinued

operations

-

-

85

-

-

-

-

85

Impairment - continuing

operations

-

-

-

183

186

-

-

369

Reversal of Impairment - continuing

operations

-

-

-

-

(484)

-

-

(484)

Effect of foreign exchange

79

-

32

25

73

-

-

209

At 31 January 2018

11,511

142

2,582

3,625

8,893

30

2

26,785

Net book amount at

31 January 2018

4,497

90

265

795

4,844

-

49

10,540

 

The net book amount of development costs includes £4,780,000 (2018: £4,844,000) internally generated capitalised software development costs that meet the definition of an intangible asset.  The amortisation charge of £1,785,000 (2018: £1,674,000) is included in the administrative expenses in the statement of comprehensive income.

 

Impairment tests for goodwill

 

Goodwill is allocated to the Group's cash-generating units (CGUs).  The basis of the allocation is made to those CGUs that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.   Although the 1Spatial and the 1Spatial France/Belgium CGUs are both in the Geospatial segment, they use different technologies and generate largely independent cash flows. A summary of the goodwill allocation is presented below.

 


2019


2018

Goodwill

Enables IT

£'000

1Spatial

£'000

1Spatial France / Belgium

£'000

Total

£'000


Enables IT

£'000

1Spatial

£'000

1Spatial France / Belgium

£'000

Total

£'000

Opening carrying value

-

4,493

4

4,497


480

4,493

4

4,977

Reclassified as held for sale

-

-

-

-


(480)

-

-

(480)

Effect of foreign exchange


131

-

131


-

-

-

-

Closing carrying value

-

4,624

4

4,628


-

4,493

4

4,497

 

 

Basis for calculation of recoverable amount


The Group has prepared, and formally approved, a five-year plan for each CGU.  The detailed plan put together by the management team and the Board makes 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 (17.2%) for all CGUs and the growth assumptions for each CGU.  1Spatial (excluding France and Belgium) has forecast growth in sales and corresponding costs for the year ending 31 January 2020 of 16% and 9% respectively.  Growth is forecast at 10% for the following three years, 5% in year four and 2% thereafter.

 

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 2020 and subsequent years, the assumption has been provided in terms of growth on the prior year EBIT. The terminal growth rate of 2% for 1Spatial does not exceed the long-term growth rate for the business in which the CGUs operate.  Discount rates used are pre-tax and reflect specific risks relating to the relevant segments.  The forecasts are most sensitive to changes in revenue and overhead assumptions (taken together as the EBIT). However, there are no major changes to the key assumptions which would cause the goodwill associated with 1Spatial CGUs to be impaired.

 

7.   Trade and other receivables

 

Current

2019

£'000

2018

£'000

Trade receivables

2,545

2,412

Less: provision for impairment of trade receivables

(13)

(38)


2,532

2,374

Other taxes and social security

102

38

Other receivables

1,106

1,351

Prepayments and accrued income

1,258

1,747


4,998

5,510

 

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 2019, trade receivables of £1,844,000 (2018: £1,961,000) were fully performing.  The Group has provided fully for all receivables which are not considered recoverable.  Before accepting any new customer, the Group assesses the potential customer's credit quality and defines credit limits by customer.

 

At 31 January 2019, trade receivables of £683,000 (2018: £413,000) 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.


2019

£'000

2018

£'000

Up to 3 months overdue

510

315

3 to 6 months overdue

80

35

6 to 12 months overdue

63

19

> 12 months overdue

30

44


683

413

 

As of 31 January 2019, trade receivables of £13,000 were impaired (2018: £38,000) and provided for.

 

The ageing of these receivables is as follows:


2019

£'000

2018

£'000

Up to 3 months overdue

-

-

3 to 6 months overdue

-

-

6 to 12 months overdue 

-

-

> 12 months

13

38


13

38

 

Movements on the Group provision for impairment of trade receivables are as follows:

 


2019

£'000

2018

£'000

At 1 February

38

626

Creation of provision

-

6

Utilisation of provision

(25)

(594)

At 31 January

13

38

 

The creation of the provision for impaired receivables has been included in administrative expenses in the statement of comprehensive income.

 

 

Other Receivables at 31 January 2019 includes £614,000 of costs incurred to obtain or fulfil a contract. Prepayments and accrued income includes contract assets of £616,000, no loss allowance was recorded against such assets.

 

Accrued income, or contract assets have decreased by £641,000 from £1,257,000 at 1 February 2018 to £616,000 at 31 January 2019 as the Group's Belgian subsidiary previously recognised revenue (and accrued revenue) for services under IAS 18. There are a number of contracts with customers in 1Spatial Belgium where software development service revenues were accrued to the balance sheet such that revenue was recognised over time before the adoption of IFRS 15. This revenue recognition pattern is no longer appropriate under IFRS 15, as 1Spatial Belgium does not have a contractual right to receive payment for the services until certain milestones are reached and therefore, on the adoption of IFRS 15, the balance of accrued income decreases as these software development service revenues are recognised on an output basis, i.e. when the relevant milestones are achieved.  To achieve the matching principle, the related costs are treated accordingly.

 

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 and contract assets amounting to £616,000.  The Group does not hold any collateral as security. 

 

8.   Cash and cash equivalents

 


2019

£'000

2018

£'000

Cash at bank and in hand

6,358

1,319


6,358

1,319

 

The fair value of the Group's cash and cash equivalents is the same as its book value stated above. 

 

9.   Discontinued operations

 

Enables IT Group Limited

 

Enables IT Group Limited, and its wholly owned subsidiary Enables IT Limited, was sold on 15 March 2018 to the management of the company. Its results were as follows:


2019

£'000

2018

£'000

Revenue

-

5,442

Expenses

-

(5,258)

Profit before tax of discontinued operations

-

184

Tax

-

16

Profit after tax of discontinued operations

-

200

Pre-tax result recognised on re-measurement of assets of disposal group

-

(1,220)

Tax

-

-

After tax result recognised on the re-measurement of assets of disposal group

-

(1,220)

(Loss)/profit for the year from discontinued operations

-

(1,020)

 

Included within 1Spatial plc are expenses attributable to the discontinued operations of Enables IT amounting to £163,000.

Enables IT Inc.

 

Enables IT Inc. was sold in the prior year, on 3 March 2017, to the management of the company for deferred cash consideration of £100,000 due in instalments between March 2019 and December 2019. Its results were as follows:

 


2019

£'000

2018

£'000

Revenue

-

137

Expenses

(100)

(395)

Loss before tax of discontinued operations

(100)

(258)

Tax

-

-

Loss after tax of discontinued operations

(100)

(258)

Pre-tax result recognised on re-measurement of asset of disposal group

-

9

Tax

-

-

After tax result recognised on the re-measurement of assets of disposal group

-

9

Loss for the year from discontinued operations

(100)

(249)

 

 

Storage Fusion Limited

 

Storage Fusion Limited's trade was discontinued in December 2016. Its results were as follows:

 


2019

£'000

2018

£'000

Revenue

-

-

Expenses

(7)

(15)

Loss before tax of discontinued operations

-

(15)

Tax

-

195

(Loss)/profit after tax of discontinued operations

(7)

180

Pre-tax result recognised on re-measurement of assets of disposal group

-

-

Tax

-

-

After tax result recognised on the re-measurement of assets of disposal group

-

-

(Loss)/profit for the year from discontinued operations

(7)

180

 

10. Trade and other payables

 

Current




2019

£'000

2018

£'000

Trade payables

1,439

1,437

Other taxation and social security

1,766

2,055

Other payables

441

552

Accrued liabilities

621

631

Deferred income

3,634

4,328


7,901

9,003

 

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.

 

Deferred income relates to contract liabilities. At 31 January 2018 (before any IFRS 15 impact), the deferred income balance in 1Spatial Group (the UK operation) and 1Spatial Belgium was £2.7m and £1.5m respectively.  At the 31 January 2019 year-end (after the impact of IFRS 15), the deferred income balance in 1Spatial Group (the UK operation) and 1Spatial Belgium has decreased to £2.3m and £1.2m respectively, which accounts for the majority of the difference. 

 

Software licencing revenue in respect of term licences is now satisfied at a point in time rather than being satisfied over time, and therefore upon adoption of IFRS 15, revenue from both perpetual and term licences are recognised in full once the performance obligation has been satisfied.  Previously, in the year ended 31 January 2018, revenue from perpetual licences was recognised at a point in time but term licence revenue was recognised over time.  Given that the revenue recognition pattern under IFRS 15 is accelerated, this has the impact of decreasing balances of deferred income.

 

11. Provisions

 

 

Total

£'000

At 1 February 2018

148

Amounts utilised during the year

(148)

At 31 January 2019

-

Current

-

-

 

Restructuring provision

The restructuring provision represented the cost of employee terminations in the year and had been classified as a provision as there was uncertainty over the timing and amount of settlement of the future obligation. The balance has been fully utilised in the year.

 

12. Deferred tax

 

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current year and prior reporting years.

 

 


Property, plant and equipment

£'000

Tax losses

£'000

Accelerated tax depreciation

£'000

Intangibles

£'000

Other temporary differences

£'000

Total

£'000

At 1 February 2017

35

(371)

14

743

-

421

Acquired in the year (under business combination)

-

-

-

34

-

34

Deferred tax charge/(credit) for year in profit or loss - continuing operations

-

(55)

16

(43)

-

(82)

Deferred tax charge for year in profit or loss - discontinuing operations

(35)

-

-

(14)

-

(49)

Disposals in the year

-

-

-

(60)

-

(60)

At 1 February 2018

-

(426)

30

660

-

264

Deferred tax charge/(credit) for year in profit or loss - continuing operations

-

21

(8)

(74)

(11)

(72)

At 31 January 2019

-

(405)

22

586

(11)

192

 

Deferred income tax assets are recognised against tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable benefits is probable.  The Group did not recognise deferred tax assets of £2,949,000 (2018: £2,598,000) in respect to losses amounting to £14,771,000 (2018: £15,207,000) that can be carried forward against future taxable income, on the grounds that their utilisation is not probable.

 

The deferred tax balance is analysed as follows:

                               

 

Deferred tax

asset

£'000

Deferred tax liability

£'000

Total

£'000

Recoverable within 12 months

-

221

221

Recoverable after 12 months

-

388

388

Settled within 12 months

(23)

-

(23)

Settled after 12 months

(394)

-

(394)

 

(417)

609

192

 

13. Share capital, share premium account and own shares held

 

Allotted and fully paid

2019

Number

2018

Number

Ordinary shares of 10p/1p each*

99,031,889

763,652,144

Deferred shares of 4p each

226,699,878

226,699,878

 

*On 21 August 2018 a share consolidation, being the consolidation of every 10 existing ordinary shares of 1 penny each into one consolidated ordinary share of 10 pence each, was approved at a General Meeting.

 

Also approved at the General Meeting was the proposed placing of 22,666,675 shares at a price of 37.5 pence per share, raising £7,996,000 (net of expenses) for the Company.  After the placing, the Company has 99,031,889 ordinary shares in issue with 319,635 held in treasury. Therefore, the total number of voting rights in the Company is 98,712,254.

               

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.

 

 


Number of shares

 

Allotted, called up and fully paid shares

£'000

Share

premium

account

£'000

Own shares held

£'000

At 1 February 2017

964,835,436

16,449

22,931

(303)

Issue of shares

25,516,586

256

-

-

At 31 January 2018

990,352,022

16,705

22,931

(303)

Share consolidation*

303,065,092

-

-

-

Issue of shares

22,666,675

2,266

6,234

-

Share issue costs

-

-

(504)

-

At 31 January 2019

325,731,767

18,971

28,661

(303)

 

*See above concerning the share consolidation in the year.

 

For details of the Group's share option scheme, refer to note 14.

 

Own shares

 

As a result of the disposal of Avisen (Pty) SA Limited on 14 July 2010, 3,500,000 shares with a nominal value of 5p each were purchased and held in treasury.  The consideration paid was £306,000.  On 28 November 2011, the Company sub-divided its existing share capital of 5p shares into 1p ordinary shares and 4p deferred shares. 303,644 shares were used to satisfy the exercise of share options by an employee in the year to 31 January 2017. At 31 January 2018 the Group had 3,196,356 ordinary shares of 1p and 3,500,000 deferred shares of 4p. Following the share consolidation in August 2018 the Group had 319,635 ordinary shares of 10p and 3,500,000 deferred shares of 4p.

 

14. Share-based payments

 

The total charge for the year relating to share-based payment plans was £218,000 (2018: credit of £538,000).

 

Following a consultation with a number of major shareholders, the Group established a new 1Spatial employee share plan (the "New Plan") on 4 September 2018 to incentivise management and employees to deliver long-term value creation and align their interests with those of the Company's shareholders.  In order to benefit from grants under the New Plan, to the extent employees and management held options granted under the Company's previous share options plans (the EMI Share Option Plan and the Executive Unapproved Share Option Plan, both introduced in 2010, being the "Existing Plans"), individuals were required to surrender and waive their rights to existing share options.

 

Since the new share options (at the grant date of the new share options) were identified as a replacement for the cancelled share options, the principles of modification accounting in accordance with IFRS 2 paragraph 28(c) are applied.  To apply modification accounting, the Company identifies the new share options granted as a replacement for cancelled share options on the date on which the new share options are issued.  When modification accounting is applied, the Company accounts for any incremental fair value in addition to the grant-date fair value of the original award.  In the case of a replacement, the incremental fair value is the difference between the fair value of the replacement award and the net fair value of the cancelled award, both measured at the date on which the replacement award is issued. The "net fair value" is the fair value of the cancelled award measured immediately before the cancellation, less any payment made to the employees on cancellation.  In relation to the original award, the amount that would otherwise have been recognised for services over the remainder of the vesting period is accelerated and immediately recognised.

 

Awards under the New Plan ("Potential Awards") are structured as;

(a) options to acquire Ordinary Shares with an exercise price equal to the closing market price of the Ordinary Shares on the day prior to the date of grant ("Options"); and

(b) long-term incentive plan awards (" LTIP Award "), being options exercisable, or options to acquire Ordinary Shares for nil consideration.

 

Option Awards

Options with an exercise price per share of £0.465 were granted over a total of 5,216,301 Ordinary Shares.  Such Options were granted to certain employees, members of the senior management team and to the Executive Directors of the Company.  Generally, Options will vest as to 25% of the shares subject to the Option on the second anniversary of the date of grant, as to a further 25% of the Ordinary Shares on the third anniversary of the date of grant and as to the balance on the fourth anniversary of the date of grant. Options granted to employees outside of the UK may, in order to benefit from tax favourable treatment, vest in equal tranches on the third and fourth anniversaries of the date of grant.

 

 

LTIP Awards

In addition, the Remuneration Committee has discretion as to vesting conditions and holding periods in respect of Potential Awards, however with respect to the initial awards, it is expected that LTIP Awards will vest in full on the third anniversary of the date of grant and be subject to an additional one year holding period, with vesting subject to the achievement of the Group's adjusted EBITDA and share price performance targets over the three year period from the date of grant to vesting.  50% of the shares subject to an LTIP Award are subject to EBITDA growth targets and the remaining 50% of the shares are subject to a share price target.  In relation to the initial grant of the LTIP Awards, it is proposed that:

- 50% of the shares subject to the EBITDA target will vest if the adjusted EBITDA for the year ending 31 January 2021 (the "2021 EBITDA") exceeds £2m, 75% of such shares will vest if the 2021 EBITDA exceeds £2.5m and 100% of such shares will vest if the 2021 EBITDA exceeds £3m; and

- 50% of the shares subject to the share price target will vest if the share price following the Company's Annual General Meeting in 2021 (expected to be the end of May 2021) (the "2021 Share Price") exceeds £0.80, 75% of such shares will vest if the 2021 Share Price exceeds £1.00 and 100% of such shares will vest if the 2021 Share Price is £1.20 or more.

 

The fair value per award granted and the assumptions used in the calculation are shown in the table below.

 

Grant date

4 September 2018


LTIP Awards

Option Awards


50% share price

50% EBITDA

1-year holding period

Service conditions

Option pricing model

Stochastic

Black-Scholes

Finnerty

Black-Scholes

Share price at grant

46.5p

46.5p

46.5p

46.5p

Exercise price

0p

0p

0p

46.5p

Number of option holders

8

45

Number of awards granted

1,846,895

5,216,301

Vesting period (years)

3

3

N/A

2-4

Expected volatility

58.38%

N/A

40.94%

60.42% - 61.07%

Option life (years)

10

10

10

10

Expected life (years)

3

3

1

6 - 7

Risk-free rate

N/A

N/A

0.89%

1.08% - 1.14%

Expected dividends expressed as a dividend yield

0%

0%

0%

0%

Fair value

19.7p

46.5p

17.8p - 42.2p

25.9p - 26.7p

 

For the LTIP Awards subject to a market condition, expected volatility is calculated over the period of time commensurate with the remainder of the performance period immediately prior to the date of grant.  For the LTIP Awards subject to a non-market condition, expected volatility has no impact on the core value of an award with no exercise price or no market condition.  In the Finnerty model, the expected volatility was calculated over the period commensurate with the holding period immediately prior to the date of the grant.  For the Option Awards with service conditions, the expected volatility was calculated over the period of time commensurate with the expected award term immediately prior to the date of the grant.

 

A reconciliation of options over the year to 31 January 2019 is shown below:


2019

2018

 

 

 

Number

Weighted average exercise price

 

Number

Weighted average exercise price

Outstanding brought forward

27,560,227

5.5p

71,365,230

4.0p

Outstanding brought forward, adjusted for the 10 for 1 share consolidation (note 13)

2,756,022

 

54.9p

-

-

Granted during the year

7,063,196

34.3p

-

-

Lapsed during the year

-

-

(6,500,000)

1.0p

Cancelled during the year

(2,469,985)

53.0p

-

-

Forfeited during the year

(286,037)

71.2p

(37,305,003)

4.12p

Outstanding carried forward

7,063,196

34.3p

27,560,227

5.5p

Exercisable as at 31 January

-

-

27,389,667

5.5p

 

The weighted average remaining contractual life of share options outstanding at the end of the year was 9.6 years (2018: 5.6 years).  The exercise prices of the outstanding options range between 0p and 46.5p.

 

15. Share warrants

 

A reconciliation of warrants over the year to 31 January 2019 is shown below:

 


Number

Weighted average exercise price

Outstanding brought forward

5,054,762

6.00p

Impact of share consolidation during the year *

505,476

60.00p

Expired during the year

(505,476)

60.00p

Outstanding carried forward

-

-

 

*On 21 August 2018 a share consolidation, being the consolidation of every 10 existing ordinary shares of 1 penny each into one consolidated ordinary share of 10 pence each, was approved at a General Meeting.

The share warrants expired on 13 June 2018.

 

16. Business combinations

 

Post year-end

 

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").  As at 6 May 2019, Geomap-Imagis had net cash of approximately €1.9m.

 

The first SPA, between 1Spatial plc, its wholly owned subsidiary 1Spatial France SAS ("1Spatial France"), and certain individual shareholders (the "Majority Vendors"), relates to 80 per cent. of the voting rights of Geomap-Imagis (the "Majority SPA") and the second SPA, between 1Spatial France and Esri France, relates to the remaining 20 per cent. of the voting rights of Geomap-Imagis (the "Esri SPA").  The SPAs have been entered into concurrently and are inter-conditional.

 

Under the terms of the Majority SPA, the Group shall pay to the Majority Vendors total consideration of €5,600,136, of which €4,433,137 is to be satisfied in cash (the "Majority Cash Consideration") by 1Spatial France with the balance of €1,166,999 to be satisfied by the issue by 1Spatial plc of new ordinary shares in the capital of the Company (the "Consideration Shares").

 

Of the Majority Cash Consideration, €4,024,135 is to be paid by 1Spatial France to the Majority Vendors immediately upon completion of the Acquisition ("Completion"), with the balance of €409,002 to be held in escrow until the first anniversary of Completion.

 

Of the consideration to be satisfied by the issue of the Consideration Shares, €726,459 will be satisfied immediately upon Completion and the balance of €440,540 will be satisfied on 30 March 2023.  Accordingly, the Company has issued, conditional on Completion, 1,902,686 new ordinary shares (the "Initial Consideration Shares") at an effective price of 32.68 pence per Initial Consideration Share. The Initial Consideration Shares are subject to a lock up obligation until 31 December 2021.

 

Under the terms of the Esri SPA, 1Spatial France shall pay cash consideration of €1.4 million; half upon Completion (the "First Instalment") and half no later than 13 months following the Completion date (the "Second Instalment").  1Spatial has granted a guarantee to Esri France to secure the payment of the Second Instalment.

 

Alongside and in conjunction with the Acquisition, 1Spatial France and 1Spatial Belgium ("1Spatial Europe") have entered into a new partnership agreement with Esri Inc. ("Esri") (the "Partnership Agreement").  The combination of the Partnership Agreement and Acquisition is expected to significantly benefit the Company's existing European customers in providing them with access to Esri's market leading global GIS platform.

 

In addition to being immediately earnings enhancing, the Acquisition offers a combination of specialised vertical business applications and significant know-how in the Group's target sectors, which can be delivered through the combination of 1Spatial Europe and Geomap-Imagis

 


£'000

Majority Cash Consideration - on completion (€4,433,137)

3,795

Initial Consideration Shares - on completion (€726,459)

622

Deferred Consideration Shares - issued on 30 March 2023 (€440,540)

377

Majority SPA total consideration

4,794



Cash Consideration - First Instalment - on completion (€700,000)

599

Deferred cash consideration - Second Instalment 13 months following completion (€700,000)

599

Esri SPA total consideration

1,198



Total purchase consideration

5,992

 

Provisional fair values of assets and liabilities at the date of acquisition:

£'000

Intangible assets *

-

Property, plant and equipment

81

Cash and cash equivalents

2,209

Trade and other receivables

3,990

Trade and other payables

(2,853)

Tax liability

(141)

Borrowings

(589)

Defined benefit pension obligation

(673)

Total identifiable net assets

2,024

 

Goodwill *

3,968

Total consideration

5,992

 

Satisfied by:


- Majority Cash Consideration - on completion (€4,433,137)

3,795

- Cash Consideration - First Instalment - on completion (€700,000)

599

- Deferred cash consideration - Second Instalment 13 months following completion (€700,000)

599

- Equity instruments - on completion (1,902,686 ordinary shares of 1Spatial plc)

622

- Equity instruments (ordinary shares of 1Spatial plc to the value of €440,540)

377

Total consideration transferred

5,992





Cash consideration on completion

4,394

Less: cash and cash equivalents acquired

(2,209)

Plus: borrowings acquired

589

Net cash outflow arising on completion

2,774

Deferred cash consideration

599

Net cash purchase consideration

3,373

 

 

* The acquisition date of the business combination (7 May 2019) is after the end of the reporting period but before the annual report and accounts are authorised for issue (13 May 2019), and as such, the initial accounting for the split between intangible assets and goodwill is incomplete at the time that the annual report and accounts are authorised for issue.

 

2018

 

On 11 April 2017 the Company acquired the 51% of Sitemap Ltd that it did not already own for £200,000 in shares. The Company's investment in Sitemap to date has funded the development of a solution which locates and visualises sites which best fit commercial and residential property developer needs.

 


£'000

Value of consideration - issue of equity instruments

200

Total purchase consideration

200

 

Fair values of assets and liabilities at the date of acquisition:

£'000

Intangible assets:


- Developed software

200

Property, plant and equipment

2

Cash and cash equivalents

15

Trade and other receivables

6

Trade and other payables

(14)

Tax asset

125

Deferred tax liabilities

(34)

Total identifiable net assets

300

 

Gain on bargain purchase

(100)

Total consideration

200

 

Satisfied by:


- Equity instruments (5,524,862 ordinary shares of 1Spatial plc)

200

Total consideration transferred

200





Net cash inflow arising on acquisition




Cash and cash equivalents acquired

15


15

 

17. Earnings/(loss) per ordinary share

 

Basic (loss)/profit per share is calculated by dividing the (loss)/profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

 


2019

£'000

2018

£'000

Loss attributable to equity shareholders of the Parent

(1,700)

(2,458)

Less loss from discontinued operations

(270)

(1,255)

Loss from continuing operations

(1,430)

(1,203)




Adjustments:



Income tax credit

(389)

(753)

Net finance cost

191

151

Depreciation

141

231

Amortisation and impairment of intangible assets

1,785

1,474

Share-based payment charge/(credit)

218

(538)

Integration, strategic and one-off costs

672

1,041

Adjusted EBITDA from continuing operations

1,188

403

 


2019

Number

000s

2018

Number

000s

Basic and diluted weighted average number of ordinary shares

86,425

75,883

 

 

 


2019

Pence

2018

Pence




Basic loss per share

(1.97)

(3.20)

- from continuing operations

(1.65)

(1.50)

- from discontinued operations

(0.31)

(1.70)




Diluted loss per share

(1.97)

(3.20)

- from continuing operations

(1.65)

(1.50)

- from discontinued operations

(0.31)

(1.70)




Basic adjusted EBITDA per share

1.06

(1.10)

- from continuing operations

1.37

0.60

- from discontinued operations

(0.31)

(1.70)




Diluted adjusted EBITDA per share

1.06

(1.10)

- from continuing operations

1.37

0.60

- from discontinued operations

(0.31)

(1.70)




 

 

The 2018 EPS have been re-presented to reflect the share consolidation which occurred in August 2018 (see note 13).

 

As the option awards are anti-dilutive they have been excluded from the calculation of diluted weighted average number of ordinary shares.

 

18. Availability of annual report and financial statements

 

Copies of the Company's full annual report and financial statements are expected to be posted to shareholders in due course and, once posted, will also be made available to download from the Company's website at www.1spatial.com.

 

The annual report and financial statements will also be made available               for inspection at the Company's registered office during normal business hours on any weekday. 1Spatial plc is registered in England and Wales with registered number 5429800. The registered office is c/o Tennyson House, Cambridge Business Park, Cambridge, Cambridgeshire, CB4 0WZ.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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