TIDMUBI
RNS Number : 0288S
Ubisense Group PLC
28 September 2017
Ubisense Group plc
Interim results for the six months ended 30 June 2017
Ubisense Group plc ("Ubisense" or the "Group") (AIM: UBI), a
market leader in enterprise location intelligence solutions, is
pleased to announce its interim results for the six months ended 30
June 2017.
Overview * Strong set of financial results delivering
significantly improved sales of Ubisense's own RTLS
SmartSpace and myWorld products
* Clear enterprise software strategy based on
Ubisense's Industrial Internet of Things ("IIoT")
solutions
* Investment in product roadmap and go-to market
strategy for RTLS SmartSpace with increased software
focus and clearer customer benefits - leading
directly to a new major strategic aerospace customer
sale in July 2017 initially worth in excess of GBP1m
* Improved cash position and continued investment in
the underlying business
============= ==============================================================
Financial * Total revenue increased by 16% to GBP12.4m (H1 2016:
highlights GBP10.7m)
* Revenue generated by the Group's own products
increased by 58%
* Adjusted EBITDA* loss of GBP0.4m (H1 2016: GBP0.6m
loss)
* Adjusted diluted loss per share** 2.7p (H1 2016: 5.0p
loss)
* Cash of GBP6.5m and net funds of GBP3.2m (31 Dec
2016: cash GBP3.5m and net funds GBP0.2m)
============= ==============================================================
Operational
highlights * New Geospatial myWorld Fiber Planning product
launched announced with major North America win in
the telecommunications sector worth in excess of
GBP1m
* RTLS SmartSpace new wins in Turkey and Japan, as well
as extension orders from existing customers in other
regions
* Successful go-live of large RTLS SmartSpace
installations in Europe that further extend
Ubisense's leadership in enterprise IIoT deployments
============= ==============================================================
Richard Petti, Chief Executive Officer, commented,
"The strong increase in sales of our two product lines in the
period demonstrates our ongoing transition to a software-led
business. Our market positioning is now fully aligned with the
emerging market for IIoT (Industrial Internet of Things) delivers
better ROI and operational efficiencies to our customers. We
continue our transition towards a higher margin business and I am
pleased with our progress in delivering improved results over the
same period in 2016."
* Measured as operating loss excluding depreciation,
amortisation, unrealised intercompany foreign exchange and
non-recurring costs.
** Earnings measured as profit for the period excluding
amortisation of acquired intangible assets, share-based payments
charge, unrealised foreign exchange gains/losses on intercompany
trading balances and non-recurring costs such as acquisition and
reorganisation costs.
Contact
Ubisense Group plc Tel: + 44 (0) 1223 535170
Richard Petti, Tim Gingell
Numis Securities Limited Tel: + 44 (0) 20 7260
Simon Willis, Jamie Lillywhite, 1000
Toby Adcock
Redleaf Communications Tel: +44 (0) 20 7382
David Ison 4730
================================== ==========================
About Ubisense
Ubisense (AIM: UBI), a global leader in enterprise location
intelligence solutions, helps businesses in sectors including
manufacturing, communications and utilities to improve operational
efficiency, data quality and boost profitability. Ubisense location
intelligence systems bring clarity to complexity, enabling
customers to revolutionise their operational effectiveness in a
measurable way. Founded in 2002, Ubisense is headquartered in
Cambridge, England, with offices in North America, France, Germany
and Japan. For more information visit: www.ubisense.net.
Chief Executive's Statement
Overview
In the first half of 2017, the Group continued to trade in line
with the Board's expectations with both divisions showing positive
revenue growth over the same period in 2016. The Group has
demonstrated particular strength in its ability to grow the sales
and delivery of its RTLS SmartSpace and myWorld products where it
has focused its efforts on selling enterprise solutions to new and
existing customers in its global locations, whilst retaining tight
cost controls.
Strategy
Ubisense maintains the Group's activities as two separate
operating units, which has enabled each division to be run with a
clear and distinct strategy, delivering location based operational
productivity solutions for discrete industries and sets of
customers.
The strategy of the Group is to:
-- Develop enterprise solutions with scalable software
components that deliver strong ROI to our customers
-- Develop strong go-to-market plans that position our best in
class IIoT solutions to best enable value to be realised from our
software intellectual property
-- Drive revenue growth in new markets and new verticals assisted by strategic partners
-- Maintain and expand deployments of Ubisense solutions with major customers in both divisions
-- Improve gross margins of the business to over 50% through the
increased software focus for Ubisense's own products
Business development
In our RTLS SmartSpace business, we have seen substantial year
on year growth of hardware and software sales both with new and
existing customers. The first half of 2017 has seen continued
rollout of global deployments with European customers in their
worldwide locations, and the Group has secured new business in
markets such as Turkey and Japan addressing both the automotive
sector, where it has traditionally been strong, and also on and
off-road commercial vehicles.
Our customers have responded positively to the repositioning of
the SmartSpace software to be hardware agnostic, enabling customers
to achieve integration into their MES, ERP and other operational
systems.
The Geospatial business has shown a strengthened ability to sell
more myWorld product in the first half of 2017 both in the form of
contract extensions and new product solutions. Specifically, the
Group launched a new Fiber Planning module based on myWorld but
incorporating third party intelligent database components. The
Group successfully closed a significant new contract with a
telecoms customer in June thanks to the strong return on investment
this product brings to mission critical operations. Continued
growth of the myWorld software portfolio will help to offset the
anticipated run-off of service revenues related to providing
maintenance and services to third party products as existing
contracts end.
With the objective of maintaining leadership within its
enterprise software offerings the Group has strengthened its
organization within both divisions with key appointments in the
areas of product management and software architects, whilst also
building the technical skills and domain knowledge of customer
facing operations with knowledge management programmes and specific
training.
The Group continues to build its partnership activities in both
divisions and has signed new distribution agreements in all the
territories it operates in.
Board changes and management team
On 27 July 2017, the Group announced that Peter Harverson would
revert to his role as non-executive chairman working an average of
two days per week effective 1 August 2017.
Current trading and outlook
Ubisense has started the second half of 2017 well, with a major
strategic win for our RTLS software platform (SmartSpace) with a
North American aerospace and defence contractor. We anticipate
further wins for both platforms - RTLS SmartSpace and myWorld
products in the remainder of the year. Overall trading performance
for the fiscal year is expected to be in line with the board's
expectations, demonstrating overall growth over 2016.
As part of our strategy to focus on our own IP, we expect to see
over the next 12-18 months a run-off of historic contracted
Geospatial services related to providing maintenance and services
to third party products. With our focus on sales of our two
software platforms, we expect gross margins to improve as we move
away from providing services to third party geospatial
products.
Following the strong performance in the first half of 2017, in
which revenue generated from the Group's own products has increased
by 58%, the board expects growth from Ubisense's RTLS SmartSpace
and myWorld products for the remainder of this year and beyond,
with a continued increase in the pipeline of potential deals and
improved gross margins.
Financial review
Financial key Performance indicators
H1 2017 H1 2016
GBPm GBPm
-------------------- -------- --------
Revenue 12.4 10.7
Bookings 9.3 11.7
Order-book backlog 10.2 10.4
Adjusted EBITDA (0.4) (0.6)
Cash and cash
equivalents 6.5 5.0
Net cash/(debt) 3.2 1.0
-------------------- -------- --------
Revenue
The Group is organised into two divisions RTLS SmartSpace and
Geospatial:
- RTLS SmartSpace offers IIoT software platform and hardware
solutions, with associated implementation and maintenance services,
to increase productivity by integrating location into operational
systems and processes.
- Geospatial division offers its myWorld software platform with
associated maintenance and implementation services, as well as
providing technical services to customers with third party GIS
software products. The myWorld software platform integrates data
from any source - geographic, real time asset, GPS, location,
corporate and external client based sources - into a live
geospatial common operating picture empowering all users in the
customer's organisation to access, input and analyse operational
intelligence.
Each division provides software solutions and services to
enterprise customers. The revenue composition by division is
summarised in the table below:
Revenue by division H1 % of H1 2016 % of Year
2017 total GBP total on year
GBP revenue m revenue growth
m
--------------------- ------ --------- -------- --------- ---------
RTLS SmartSpace 4.4 35% 2.7 25% 65%
Geospatial 8.0 65% 8.0 75% -%
--------------------- ------ --------- -------- --------- ---------
Total revenue 12.4 100% 10.7 100% 16%
--------------------- ------ --------- -------- --------- ---------
Revenue is generated from RTLS SmartSpace and myWorld product
suites, which are primarily Group owned intellectual property
("IP") and from services associated with third-party and non-core
products. Revenue composition by revenue stream is summarised in
the table below:
Revenue stream H1 % of H1 2016 % of Year
2017 total GBP total on year
GBP revenue m revenue growth
m
------------------------- ------ --------- -------- --------- ---------
Software 1.1 9% 0.9 8% 22%
Maintenance and
support 0.8 7% 0.7 6% 17%
Hardware 1.9 15% 0.8 8% 127%
Services 3.0 24% 1.9 18% 59%
Total revenue generated
from Group IP 6.8 55% 4.3 40% 58%
------------------------- ------ --------- -------- --------- ---------
Geospatial services
from third party
products 5.6 45% 6.4 60% (12%)
------------------------- ------ --------- -------- --------- ---------
Total revenue 12.4 100% 10.7 100% 16%
------------------------- ------ --------- -------- --------- ---------
Revenue generated from the Group's own products has increased by
58% as the long-term strategy of the Group continues to be sales
and development of the RTLS SmartSpace and myWorld product suites.
The Group has been successful in implementing this strategy in H1
2017, with increased hardware shipments and strong demand for
delivery services in both divisions following the positive momentum
achieved towards the end of 2016.
Orders
Total bookings of new customer orders in the first half of 2017
were GBP9.3 million (H1 2016: GBP11.7 million). GBP3.1 million of
this related to RTLS SmartSpace (H1 2016: GBP2.1 million), GBP3.3
million related to Geospatial myWorld (H1 2016: GBP2.9 million) and
GBP3.0 million to Geospatial Services (H1 2016: GBP6.7
million).
The order book backlog as at 30 June 2017 was GBP10.2 million
(30 June 2016: GBP10.4 million), most of which will be recognised
during 2017.
Gross margin
The Group gross margin was 38% for the six months ended 30 June
2017 (H1 2016: 41%).
Gross margin by H1 2017 Gross H1 2016 Gross Gross
division GBP margin GBP margin margin
m % m % % difference
-------------------- -------- -------- -------- -------- --------------
RTLS SmartSpace 1.4 32% 1.1 41% (9%)
Geospatial 3.3 41% 3.2 40% 1%
-------------------- -------- -------- -------- -------- --------------
Total gross margin 4.7 38% 4.3 41% (3%)
-------------------- -------- -------- -------- -------- --------------
The gross margin of the RTLS SmartSpace division has reduced
compared to the first half of 2016 due to revenue mix with a higher
proportion of lower margin hardware and services revenue. The
Geospatial division's gross margin remained steady in the first
half of 2017 balanced between higher margin myWorld related
revenues and lower margin Geospatial Services revenues which
deliver approximately 30% gross margin.
Operating expenses and adjusted EBITDA
Operating expenses were GBP6.6 million (H1 2016: GBP5.1 million)
and are summarised as follows:
H1 2017 H1 2016
GBP m GBP m
----------------------------- -------- --------
Other operating expenses 5.1 5.0
Depreciation 0.2 0.2
Amortisation and impairment 1.2 1.5
Unrealised foreign exchange
on intercompany trading
balances 0.1 (1.7)
Non-recurring items - 0.1
----------------------------- -------- --------
Total operating expense 6.6 5.1
----------------------------- -------- --------
Other operating expenses were GBP5.1 million (H1 2016: GBP5.0
million) and include sales, marketing, product development,
administration and share based payments. The increase in expense is
primarily due to a higher share based payment charge.
Adjusted EBITDA excludes amortization and impairment,
depreciation, unrealised foreign exchange gains/losses on
intercompany trading balances and non-reoccurring items and is
reported as it reflects the performance of the Group. Adjusted
EBITDA loss for the period was GBP0.4 million (H1 2016: GBP0.6
million).
The operating loss and loss for the period was GBP1.9 million
(H1 2016: GBP0.8 million)
EPS and dividends
Adjusted diluted loss per share was 2.7 pence (H1 2016: 5.0
pence loss). Reported basic and diluted loss per share was 3.3
pence (H1 2016: 1.8 pence loss). The Board does not feel it
appropriate at this time to commence paying dividends.
Impact of IFRS 15
IFRS 15 Revenue from Contracts with Customers will replace IAS
18 Revenue. The new standard is applicable from 1 January 2018.
IFRS 15 introduces a number of new concepts and requirements, and
also provides guidance and clarification on existing practice.
Ubisense are continuing to assess the impact of the first year
adoption of IFRS 15.
Ubisense anticipates that some elements of revenue recognition
may be deferred as a result of the requirement to identify when the
customer has control over the deliverables provided by
Ubisense.
Management believe that the majority of sales orders will be
unaffected by the application of IFRS 15, however, significant
contracts which involve multiple performance obligations are being
reviewed in detail. These obligations may include a combination of
software, hardware, maintenance & support, and service
revenues. Accordingly, the significance of the impact of IFRS 15 is
dependent upon the timing of delivery for significant contracts
close to a financial reporting period end.
Additionally, IFRS 15 states that costs incurred in acquiring
and fulfilling a customer contract shall be deferred and recognised
as an expense over a period that is consistent with the transfer to
the customer of the goods or services. Management continue to
assess the appropriateness of deferring costs against specific
projects.
While management have not quantified the impact of IFRS 15 at
this stage, it continues to be reviewed and management expect to
fully quantify the impact within the 2017 Annual Report.
Balance sheet, cash and cash flow
Cash held on the balance sheet at 30 June 2017 was GBP6.5
million (31 December 2016: GBP3.5 million, 30 June 2016: GBP5.0
million) and net funds at 30 June 2017 were GBP3.2 million (31
December 2016: GBP0.2 million, 30 June 2016: GBP1.0 million).
The net cash inflows from operating activities were GBP4.2
million for the period to 30 June 2017 (H1 2016: outflow of GBP2.6
million). The improvement is due to a reduction in the working
capital cycle through collection of trade receivables.
Capital structure
The issued share capital at 30 June 2017 was 55,890,654 ordinary
shares of GBP0.02 each. No share options were granted to employees
in the six-month period ended 30 June 2017, and the total number of
unexercised share options at 30 June 2017 was 6,326,228.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of
the business. The key risks that could affect the Group's
performance, and the factors which mitigate these risks, have not
significantly changed from those set out on pages 20 to 23 of the
Group's Annual Report for 2016 (a copy of which is available from
our website www.ubisense.net).
Consolidated income statement
For the six months ended 30 June 2017
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
Notes GBP'000 GBP'000 GBP'000
----------------------------- ------ ----------- ----------- -------------
Revenues 4 12,380 10,674 26,523
Cost of revenues (7,676) (6,344) (16,280)
============================= ====== =========== =========== =============
Gross profit 4,704 4,330 10,243
Operating expenses (6,621) (5,081) (16,408)
============================= ====== =========== =========== =============
Operating loss (1,917) (751) (6,165)
Analysed as:
Gross profit 4,704 4,330 10,243
Other operating expenses (5,070) (4,967) (9,919)
============================= ====== =========== =========== =============
Adjusted EBITDA (366) (637) 324
Depreciation (165) (175) (345)
Amortisation of acquired
intangible assets - (91) (1,223)
Amortisation of other
intangible assets (1,253) (1,378) (7,143)
Unrealised foreign
exchange gains/(losses)
on intercompany trading
balances (133) 1,651 1,877
Non-recurring items 5 - (121) 345
============================= ====== =========== =========== =============
Operating loss (1,917) (751) (6,165)
============================= ====== =========== =========== =============
Net finance costs (17) (146) (279)
============================= ====== =========== =========== =============
Loss before tax (1,934) (897) (6,444)
Income tax 61 112 1,136
----------------------------- ------ ----------- ----------- -------------
Loss for the period (1,873) (785) (5,308)
----------------------------- ------ ----------- ----------- -------------
Loss attributable
to:
Equity shareholders
of the Company (1,827) (778) (5,196)
Non-controlling interest (46) (7) (112)
----------------------------- ------ ----------- ----------- -------------
Loss per share attributable
to equity shareholders
of the parent (pence)
----------------------------- ------ ----------- ----------- -------------
Basic 6 (3.3) (1.8) (10.4)
Diluted 6 (3.3) (1.8) (10.4)
The notes 1 to 10 are an integral part of these
condensed interim financial statements.
Consolidated statement of comprehensive income
For the six months ended 30 June 2017
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
-------------------------------- ----------- ----------- -------------
Loss for the period (1,873) (785) (5,308)
Other comprehensive income:
Items that may be reclassified
subsequently to profit
and loss
Exchange difference on
retranslation of net assets
and results of overseas
subsidiaries 23 (378) (1,357)
Total comprehensive income
for the period (1,850) (1,163) (6,665)
-------------------------------- ----------- ----------- -------------
Consolidated statement of changes in equity
For the six months ended 30 June 2017
Share
based
Share Share payment Translation Retained Non-controlling
capital premium reserve reserve earnings Subtotal interest Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
=================== ========= ========= ========= ============ ========== ========= ================ =========
Balance at 1
January 2016 732 37,422 875 (539) (26,996) 11,494 456 11,950
=================== ========= ========= ========= ============ ========== ========= ================ =========
Loss for the
period - - - - (778) (778) (7) (785)
Exchange
difference
on retranslation
of net assets
and results of
overseas
subsidiaries - - - (469) - (469) 91 (378)
=================== ========= ========= ========= ============ ========== ========= ================ =========
Total
comprehensive
income for the
period - - - (469) (778) (1,247) 84 (1,163)
Reserve credit
for
equity-settled
share-based
payment - - 43 - - 43 - 43
Issue of new
share capital 386 - - - - 386 - 386
Premium on new
share capital - 4,427 - - - 4,427 - 4,427
Share issue costs - (295) - - - (295) - (295)
Transactions
with owners 386 4,132 43 - - 4,561 - 4,561
=================== ========= ========= ========= ============ ========== ========= ================ =========
Balance at 30
June 2016
(unaudited) 1,118 41,554 918 (1,008) (27,774) 14,808 540 15,348
=================== ========= ========= ========= ============ ========== ========= ================ =========
Loss for the
period - - - - (4,418) (4,418) (105) (4,523)
Exchange
difference
on retranslation
of net assets
and results of
overseas
subsidiaries - - - (1,017) - (1,017) 38 (979)
Total
comprehensive
income for the
period - - - (1,017) (4,418) (5,435) (67) (5,502)
Reserve credit
for
equity-settled
share-based
payment - - (95) - - (95) - (95)
Issue of new - - - - - - - -
share capital
Premium on new - - - - - - - -
share capital
Share issue costs - - - - - - - -
Transactions
with owners - - (95) - - (95) - (95)
=================== ========= ========= ========= ============ ========== ========= ================ =========
Balance at 31
December 2016 1,118 41,554 823 (2,025) (32,192) 9,278 473 9,751
=================== ========= ========= ========= ============ ========== ========= ================ =========
Loss for the
period - - - - (1,827) (1,827) (46) (1,873)
Exchange
difference
on retranslation
of net assets
and results of
overseas
subsidiaries - - - 28 - 28 (5) 23
Total
comprehensive
income for the
period - - - 28 (1,827) (1,799) (51) (1,850)
Reserve credit
for
equity-settled
share-based
payment - - 161 - - 161 - 161
Issue of new - - - - - - - -
share capital
Premium on new
share capital - 1 - - - 1 - 1
Share issue costs - - - - - - - -
Transactions
with owners - 1 161 - - 162 - 162
=================== ========= ========= ========= ============ ========== ========= ================ =========
Balance at 30
June 2017
(unaudited) 1,118 41,555 984 (1,997) (34,019) 7,641 422 8,063
=================== ========= ========= ========= ============ ========== ========= ================ =========
Consolidated statement of financial position
At 30 June 2017
At At At
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
Notes GBP'000 GBP'000 GBP'000
------------------------------- ------ ----------- ----------- --------------
Assets
Non-current assets
Intangible assets 7 3,187 10,113 3,616
Property, plant and
equipment 650 871 745
=============================== ====== =========== =========== ==============
Total non-current assets 3,837 10,984 4,361
=============================== ====== =========== =========== ==============
Current assets
Inventories 1,567 2,703 1,064
Trade and other receivables 7,028 8,946 13,221
Cash and cash equivalents 6,485 5,049 3,498
=============================== ====== =========== =========== ==============
Total current assets 15,080 16,698 17,783
=============================== ====== =========== =========== ==============
Total assets 18,917 27,682 22,144
=============================== ====== =========== =========== ==============
Liabilities
Current liabilities
Bank loans 9 (750) - (750)
Trade and other payables (6,765) (6,420) (8,239)
=============================== ====== =========== =========== ==============
Total current liabilities (7,515) (6,420) (8,989)
=============================== ====== =========== =========== ==============
Non-current liabilities
Deferred tax liability (617) (1,146) (683)
Bank loans 9 (2,500) (4,000) (2,500)
Other liabilities (222) (768) (221)
=============================== ====== =========== =========== ==============
Total non-current liabilities (3,339) (5,914) (3,404)
=============================== ====== =========== =========== ==============
Total liabilities (10,854) (12,334) (12,393)
=============================== ====== =========== =========== ==============
Net assets 8,063 15,348 9,751
=============================== ====== =========== =========== ==============
Equity
Equity attributable
to owners of the parent
company
Share capital 8 1,118 1,118 1,118
Share premium 41,555 41,554 41,554
Share based payment
reserve 984 918 823
Translation reserve (1,997) (1,008) (2,025)
Retained earnings (34,019) (27,774) (32,192)
=============================== ====== =========== =========== ==============
Equity attributable
to owners of the parent
company 7,641 14,808 9,278
=============================== ====== =========== =========== ==============
Non-controlling interests 422 540 473
=============================== ====== =========== =========== ==============
Total equity 8,063 15,348 9,751
=============================== ====== =========== =========== ==============
The notes 1 to 10 are an integral part of these
condensed interim financial statements.
Consolidated statement of cash flows
For the six months ended 30 June 2017
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
================================== =========== =========== =============
Loss before tax (1,934) (897) (6,444)
Adjustments for:
Depreciation 165 175 345
Amortisation and impairment 1,253 1,469 8,366
Adjustments to contingent
consideration - - (355)
Loss on disposal of
property, plant and
equipment 2 10 24
Revaluation of intercompany
balances 133 (1,651) (1,877)
Share-based payment
charge 161 27 (20)
Finance income (16) (26) (44)
Finance costs 33 172 323
==================================== =========== =========== =============
Operating cash flows
before working capital
movements (203) (721) 318
Change in inventories (503) 112 1,751
Change in receivables 6,196 331 (3,941)
Change in payables (1,252) (2,295) (743)
==================================== =========== =========== =============
Cash used in operations
before tax 4,238 (2,573) (2,615)
==================================== =========== =========== =============
Net income taxes received/(paid) (7) 3 579
==================================== =========== =========== =============
Net cash flows from
operating activities 4,231 (2,570) (2,036)
==================================== =========== =========== =============
Cash flows from investing
activities
Purchases of property,
plant and equipment (54) (36) (26)
Payment of contingent (197) - -
consideration
Expenditure on intangible
assets (842) (873) (2,059)
Interest received 16 26 44
==================================== =========== =========== =============
Net cash flows from
investing activities (1,077) (883) (2,041)
==================================== =========== =========== =============
Cash flows from financing
activities
Repayment of borrowings - (1,623) (2,373)
Interest paid (56) (172) (352)
Proceeds from the issue
of share capital 1 4,517 4,518
==================================== =========== =========== =============
Net cash flows from
financing activities (55) 2,722 1,793
==================================== =========== =========== =============
Net increase in cash
and cash equivalents 3,099 (731) (2,284)
Cash and cash equivalents
at start of period 3,498 5,392 5,392
Exchange differences
on cash and cash equivalents (112) 388 390
==================================== =========== =========== =============
Cash and cash equivalents
at end of period 6,485 5,049 3,498
==================================== =========== =========== =============
Notes to the interim consolidated financial statements
1 General information
Ubisense Group plc ('the Company') and its subsidiaries
(together, 'the Group') deliver mission-critical location-based
smart technology which enables companies to optimise their business
processes.
The Group has operations in the UK, USA, Canada, France, Germany
and Japan, selling mainly to customers in the Americas, Europe and
Asia Pacific.
The Company is a public limited company which is listed on the
Alternative Investment Market ('AIM') of the London Stock Exchange
(UBI) and is incorporated and domiciled in the UK. The address of
its registered office is St. Andrew's House, St. Andrew's Road,
Chesterton, Cambridge, CB4 1DL.
The condensed consolidated interim financial statements were
approved by the Board of Directors for issue on 27 September
2017.
The condensed consolidated interim financial statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. Statutory accounts for the year ended 31
December 2016 were approved by the Board of Directors on 20 March
2017 and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
The condensed consolidated interim financial statements have
been reviewed, not audited.
2 Basis of preparation
The condensed consolidated interim financial statements should
be read in conjunction with the annual financial statements of the
Group and are prepared in accordance with IFRSs as adopted by the
European Union.
Going concern basis
The Group's forecasts and projections, taking account of
reasonably possible changes in trading performance, support the
conclusion that there is a reasonable expectation that the Company
and the Group have adequate resources to continue in operational
existence for the foreseeable future, a period of not less than
twelve months from the date of this report. The Group therefore
continues to adopt the going concern basis in preparing its
condensed consolidated interim financial statements.
3 Accounting policies
The accounting policies adopted in the preparation of the
condensed consolidated interim financial statements are unchanged
from those set out in the Group's consolidated financial statements
for the year ended 31 December 2016. These policies have been
consistently applied to all the periods presented.
The operations of the Group display a degree of seasonality with
stronger performance typically seen in the second half of the year.
This is due to customers' budgetary cycles and the capital nature
of the products sold by the Group.
4 Segmental information
Management has determined the operating segments to be the
Group's divisions based on the information reported to the Chief
Operating Decision Maker (CODM) for the purpose of assessing
performance and allocating resources. The CODM is the Executive
Chairman.
The RTLS SmartSpace division encompasses both a highly scalable
IIOT software platform which is hardware agnostic enabling inputs
from all types of location system, and Ubisense's own sensing
solution combining hardware and software for a Real Time Location
System (RTLS) using Ultra Wide Band (UWB) technology. The
SmartSpace IIOT platform transforms this data into high value
spatial event information, that helps manufacturers tackle the
challenges of managing ever increasing levels of complexity
delivering highly reliable, automatic, adaptive asset
identification, precise real-time location and spatial monitoring
to offer meaningful insights that help businesses make smarter
decisions. The Group's IIOT solutions provide real-time Industry
4.0 operational awareness, flexible control and data-driven
insights that enable smarter decisions for optimal process
execution.
The Geospatial division delivers software solutions that
integrates data from any source - geographic, real-time asset, GPS,
location, corporate and external cloud based sources - into a live
geospatial common operating picture, empowering all users in the
customer's organisation to access, input and analyse operational
intelligence to proactively manage their networks, respond quickly
to emergency events and effectively manage day-to-day
operations.
Both operating segments are managed as separate business lines
as each addresses different customer opportunities in distinct
vertical markets and have minimal overlap from an operational or
development perspective. The performance of the operating segments
is assessed on a measure of contribution, being gross profit less
sales and business unit marketing expenditure. Assets and
liabilities are not presented to the CODM on a divisional
basis.
Costs incurred centrally or not directly attributable to either
the RTLS SmartSpace or Geospatial division are reported in the
Central division. The results of each segment are prepared using
accounting policies consistent with those of the Group as a whole.
No intra-segmental transactions are reported.
RTLS
6 months ended 30 SmartSpace Geospatial Central Total
June 2017 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------------- ------------ ---------- ----------
Revenue 4,372 8,008 - 12,380
Cost of sales (2,975) (4,701) - (7,676)
============================= ============= ============ ========== ==========
Gross profit 1,397 3,307 - 4,704
Sales and marketing
costs (1,412) (894) - (2,306)
============================= ============= ============ ========== ==========
Contribution (15) 2,413 - 2,398
============================= ============= ============ ========== ==========
Other operating
costs (2,764) (2,764)
Adjusted EBITDA (2,764) (366)
Amortisation and
impairment of intangibles (1,253) (1,253)
Depreciation (165) (165)
Unrealised foreign
exchange gains/(losses)
on intercompany
trading balances (133) (133)
Non-recurring items - -
Operating (loss)/profit (4,315) (1,917)
Finance costs (17) (17)
============================= ============= ============ ========== ==========
(Loss)/profit before
tax (4,332) (1,934)
============================= ============= ============ ========== ==========
RTLS
6 months ended 30 SmartSpace Geospatial Central Total
June 2016 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------------- ------------ ---------- ----------
Revenue 2,654 7,973 47 10,674
Cost of sales (1,553) (4,782) (9) (6,344)
============================= ============= ============ ========== ==========
Gross profit 1,101 3,191 38 4,330
Sales and marketing
costs (1,165) (803) (46) (2,014)
============================= ============= ============ ========== ==========
Contribution (64) 2,388 (8) 2,316
============================= ============= ============ ========== ==========
Other operating
costs (2,953) (2,953)
Adjusted EBITDA (2,961) (637)
Amortisation and
impairment of intangibles (1,469) (1,469)
Depreciation (175) (175)
Unrealised foreign
exchange gains/(losses)
on intercompany
trading balances 1,651 1,651
Non-recurring items (121) (121)
Operating (loss)/profit (3,075) (751)
Finance costs (146) (146)
============================= ============= ============ ========== ==========
(Loss)/profit before
tax (3,221) (897)
============================= ============= ============ ========== ==========
RTLS
12 months ended SmartSpace Geospatial Central Total
31 December 2016 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------------- ------------ ---------- ----------
Revenue 9,113 17,410 - 26,523
Cost of sales (5,097) (11,183) - (16,280)
============================= ============= ============ ========== ==========
Gross profit 4,016 6,227 - 10,243
Sales and marketing
costs (2,931) (1,792) (91) (4,814)
============================= ============= ============ ========== ==========
Contribution 1,085 4,435 (91) 5,429
============================= ============= ============ ========== ==========
Other operating
costs (5,105) (5,105)
Adjusted EBITDA (5,196) 324
Amortisation and
impairment of intangibles (8,366) (8,366)
Depreciation (345) (345)
Unrealised foreign
exchange gains/(losses)
on intercompany
trading balances 1,877 1,877
Non-recurring items 345 345
Operating (loss)/profit (11,685) (6,165)
Finance costs (279) (279)
============================= ============= ============ ========== ==========
(Loss)/profit before
tax (11,964) (6,444)
============================= ============= ============ ========== ==========
4.1 Revenue by geography
The Board and Management Team also review the revenues on a
geographical basis, based around the regions where the Group has
its significant subsidiaries or markets.
The Group's revenue from external customers in the Group's
domicile, the UK, and its major worldwide markets have been
identified on the basis of the customers' geographical
location.
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
-------------------- ----------- ----------- -------------
United Kingdom 251 217 365
Germany 3,902 1,215 6,456
France 201 257 313
Europe other 253 438 936
USA 4,917 5,613 12,325
Canada 922 833 1,664
Japan 1,737 2,085 4,328
Asia Pacific other 43 5 91
Rest of World 154 11 45
Total revenues 12,380 10,674 26,523
---------------------- ----------- ----------- -------------
5 Non-recurring items
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
--------------------------- ------------ ----------- -------------
Reorganisation costs - 121 139
Adjustment to contingent
consideration - - (355)
Others - - (129)
--------------------------- ------------ ----------- -------------
Total non-recurring items - 121 (345)
--------------------------- ------------ ----------- -------------
6 Earnings per share
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
------------------------------- ---- ----------- ----------- -------------
Earnings
Loss for the period (GBP'000) (1,827) (778) (5,196)
===================================== =========== =========== =============
(1,827) (778)
Loss for the purposes
of diluted earnings per
share (GBP'000) (778) (778) (5,196)
=============================== ==== =========== =========== =============
Number of shares
Basic weighted average
number of shares ('000) 55,883 43,529 49,756
Effect of dilutive potential
ordinary shares:
- Share options ('000) 230 225 211
Diluted weighted average
number of shares ('000) 56,113 43,754 49,967
===================================== =========== =========== =============
Basic loss per share
(pence) (3.3) (1.8) (10.4)
===================================== =========== =========== =============
Diluted loss per share
(pence) (3.3) (1.8) (10.4)
===================================== =========== =========== =============
Basic earnings per share is calculated by dividing profit for
the period attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares outstanding during
the period. For diluted earnings per share, the weighted average
number of shares is adjusted to allow for the effects of dilutive
share options. Options have no dilutive effect in loss-making
years, and hence the diluted loss per share for the periods ended
30 June 2017 and 2016 and 31 December 2016 is the same as the basic
loss per share.
The Group also presents an adjusted diluted earnings per share
figure which excludes amortisation on acquired intangible assets,
share-based payments charge, unrealised foreign exchange
gains/losses on intercompany trading balances and non-recurring
expenditure such as reorganisation costs from the measurement of
profit for the period.
6 months 6 months 12 months
to to to
30 June 30 June 31 December
Adjusted diluted earnings 2017 2016 2016
per share unaudited unaudited audited
---------------------------------- ----------- ----------- -------------
Loss for the purposes of
diluted earnings per share
(GBP'000) (1,827) (778) (5,196)
Adjustments
Reversal of amortisation
on acquired intangible assets
(GBP'000) - 91 1,223
Impairment of goodwill and
acquired intangible assets
(GBP'000) - - 4,271
Reversal of share-based payments
charge (GBP'000) 161 43 (20)
Reversal of unrealised foreign
exchange gains/losses on
intercompany trading balances 133 (1,651) (1,877)
Reversal of exceptional items
(GBP'000) - 121 (345)
================================== =========== =========== =============
Net adjustments (GBP'000) 294 (1,396) 3,252
---------------------------------- ----------- ----------- -------------
Adjusted earnings (GBP'000) (1,533) (2,174) (1,944)
---------------------------------- ----------- ----------- -------------
Adjusted diluted loss per
share (pence) (2.7) (5.0) (3.9)
---------------------------------- ----------- ----------- -------------
7 Intangible assets
At At At
30 June 30 June 31 December
2017 2016 2016
unaudited unaudited audited
Net book amount GBP'000 GBP'000 GBP'000
======================== =========== =========== =============
Goodwill - 4,891 -
Capitalised product
development costs 3,028 3,604 3,343
Software 159 443 273
Acquired software
products - 75 -
Acquired customer
relationships and
backlog - 1,100 -
------------------------ ----------- ----------- -------------
Total other intangible
assets 3,187 10,113 3,616
-------------------------- ----------- ----------- -------------
8 Share capital
At At At
30 June 30 June 31 December
2017 2016 2016
Allotted, called-up unaudited unaudited audited
and fully paid GBP'000 GBP'000 GBP'000
--------------------- ----------- ----------- -------------
Ordinary shares of
GBP0.02 each 1,118 1,118 1,118
----------------------- ----------- ----------- -------------
At At At
30 June 30 June 31 December
2017 2016 2016
Movement in number unaudited unaudited audited
of shares GBP'000 GBP'000 GBP'000
-------------------------- ------------ ----------- -------------
Number of shares
at beginning of period 55,883,154 36,620,247 36,620,247
---------------------------- ------------ ----------- -------------
Issued under placing - 19,230,000 19,230,000
Issued under share-based
payment plans 7,500 32,907 32,907
Change in number
of shares in period 7,500 19,262,907 19,262,907
============================ ============ =========== =============
Number of shares
at end of period 55,890,654 55,883,154 55,883,154
---------------------------- ------------ ----------- -------------
Share capital movements
During the period, the Company issued 7,500 shares, increasing
the total number of shares in issue from 55,883,154 to 55,890,654
as follows:
-- 7,500 share options exercised with an exercise price of
GBP0.14 per share for total cash consideration of GBP1,050.
9 Bank loans
In October 2016, an GBP8.0 million HSBC working capital facility
was restructured, becoming a GBP4.0 million repayment loan with
GBP0.75 million repayable on or before 31 December each year.
GBP0.75 million of this facility was repaid in December 2016.
This loan is secured on the fixed and floating assets of the
Group and attracts an interest charge of LIBOR + 3%. The loan is
subject to an operating covenant linked to "operating cash flow"
performance (profit or loss before tax adding back any
non-recurring items, finance costs, foreign exchange costs, share
based payments, depreciation, amortisation or capitalisation of
product development) as follows: 2016 GBP2.25 million negative,
2017 GBPnil, 2018 and beyond GBP1 million positive. Management and
HSBC engage in regular performance reviews monitoring the forecast
against the HSBC loan covenant metrics, with HSBC expressing
continued support for the business.
10 Share options
On 14 December 2016 Ubisense Group plc implemented a new
long-term incentive share option plan for Executive Directors and
key management. Ubisense Group plc granted 5,600,000 options of 2
pence each in the Company with an exercise price set at the nominal
value. The options vest if the Company's share price exceeds 70p
for 60 consecutive calendar days between the 2nd and 3rd
anniversary of issue and the period of employment continues for
over 3 years. No charge had been recognised in the 2016 financial
statements in respect of these share options granted and the
Directors had assessed the impact on the 2016 financial statements
to be immaterial.
During H1 2017 the share options have been valued and a share
option charge of GBP158,000 recognised. The share options were
valued using a Monte Carlo valuation model. The expected life is
the expected period from grant to exercise based on management's
best estimate of the effects of non-transferability, exercise
restrictions and behavioural considerations. The risk-free return
is an average yield on the zero-coupon UK Government Bond in issue
at the date of grant with a similar life to the option.
The following assumptions were used in the model for options
granted during the period;
Instrument Option
-------------------------------------------- ----------
Number granted 5,600,000
14 Dec
Grant date 2016
Share price at grant date (GBP) 0.41
Exercise price (GBP) 0.02
Fair value per option (GBP) 0.17
Expected life (years) 4
Expected volatility (%) 45.00
Risk-free interest rate (%) 0.45
Expected dividends expressed as a dividend
yield (%) -
-------------------------------------------- ----------
Independent review report to Ubisense Group plc
Introduction
We have been engaged by the Company to review the financial
information in the half-yearly financial report for the six months
ended 30 June 2017 which comprises the consolidated income
statement, consolidated statement of comprehensive income,
consolidated statement of changes in equity, consolidated statement
of financial position, consolidated statement of cash flows and the
related explanatory notes. We have read the other information
contained in the half yearly financial report and considered
whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of
financial statements.
This report is made solely to the Company in accordance with
guidance contained in ISRE (UK and Ireland) 2410, 'Review of
Interim Financial Information performed by the Independent Auditor
of the Entity'. Our review work has been undertaken so that we
might state to the Company those matters we are required to state
to them in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our review work, for this
report, or for the conclusion we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The AIM rules of the London
Stock Exchange require that the accounting policies and
presentation applied to the financial information in the
half-yearly financial report are consistent with those which will
be adopted in the annual accounts having regard to the accounting
standards applicable for such accounts.
As disclosed in Note 2, the annual financial statements of the
Group are prepared in accordance with IFRSs as adopted by the
European Union. The financial information in the half-yearly
financial report has been prepared in accordance with the basis of
preparation in Note 2.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the financial information in the half-yearly financial report based
on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the financial information in the
half-yearly financial report for the six months ended 30 June 2017
is not prepared, in all material respects, in accordance with the
basis of accounting described in Note 2.
Grant Thornton UK LLP
Chartered Accountants
Registered Auditor
Cambridge
27 September 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SEUFAWFWSEEU
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September 28, 2017 02:00 ET (06:00 GMT)
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