TIDMIQG
RNS Number : 2273U
IQGeo Group PLC
27 March 2023
27 March 2023
IQGeo Group plc
(the "Company" or the "Group")
Final results for the year ended 31 December 2022
Resilient markets and acquisition drive revenue and profit
IQGeo Group plc (AIM: IQG), a market leading provider of
geospatial productivity and collaboration software for the telecoms
and utility industries, is pleased to announce its final audited
results for the twelve months ended 31 December 2022 (the "Year" or
the "Period").
Operational highlights:
-- Acquisition of Comsof NV ("Comsof"), a provider of market
leading automated fibre planning software which also brings a
European hub and around 80 customers in Europe, for consideration
of up to EUR13.0 million.
-- Substantial progress in all regions with in excess of, 450
exit customer logos by the end of the year, a record for the
Group
-- GBP5.3 million of new Annual Recurring Revenue ("ARR") added,
excluding ARR acquired from Comsof, up from GBP3.4 million in the
prior year
-- 108% recurring revenue Net Retention Rate ("NRR" *) (2021: 113%)
-- Initial 3 year contract and further extension won in period
with Global top 5 telecom operator worth in excess $10.4 million
delivering $2.6 million of ACV (Annual Contract Value) per year and
$2.6 million of services
Financial highlights:
-- Headline figures have continued to exceed market expectations
-- Headline revenue growth of 92% to GBP26.6 million (2021: GBP13.8 million)
-- Organic revenue growth of 57% to GBP21.8 million
-- Recurring revenue growth of 84% to GBP10.6 million (2021: GBP5.8 million)
-- Recurring revenues account for 40% of all revenues (2021: 42%)
-- Material increases in exit ARR** of 84% to GBP15.1 million (2021: GBP8.2 million)
-- Gross margin of 59% (2021: 64%)
-- Substantially improved adjusted EBITDA*** profit of GBP1.9
million (2021: GBP0.8 million loss) and reduced loss for the year
of GBP0.9 million (2021: GBP1.9 million)
-- Comsof acquisition completed in August for a total
consideration of up to EUR13.0 million (GBP11.1 million)
-- Cash as at 31 December of GBP8.1 million (no borrowings)
(2021: GBP11.5 million) after GBP7.5 million cash outflow for the
acquisition of Comsof and a fundraising resulting in GBP3.5 million
of inflow
Outlook:
-- Our customers' end markets have remained very resilient and
our contract wins of new and existing software modules in both
telecommunications and utilities markets give us great confidence
that we have the right product set to meet our customers' demands
moving forwards
-- Exit ARR** of GBP15.1 million provides strong visibility of future revenues and cash flows
-- We remain very confident in our ability to deliver on our targets for 2023 and beyond
*NRR is the growth in recurring revenues from existing
customers, less any customer churn
**Exit ARR is defined as the current go forward run rate of
annually renewable subscription and M&S agreements
***Adjusted EBITDA excludes amortisation, depreciation, share
option expense, foreign exchange gains/losses on intercompany
trading balances and non-recurring items and is reported as it
reflects the performance of the Group
Richard Petti, Chief Executive Officer, said:
"In 2022 we have delivered a strong financial performance with
growth in revenues, profits and cashflows. The asset investment
dynamics of the underlying markets we serve - telecoms and
utilities - have remained resilient and we see continued long term
investment in fibre optic networks and in electric grid
modernisation in all our key markets.
Thanks to these strong fundamentals, IQGeo has produced another
highly positive performance including enterprise deployments at
some of the largest telecoms and grid operators in the world. Our
strong competitive performance has been underpinned by investments
we have made in our product and in our organisation and today our
ability to operate at scale against our competition means we are no
longer just challengers, but leaders.
Our acquisition of Comsof NV has been a strategic highlight for
the year; not only have we augmented our product set with
market-leading predictive design analytics but we have acquired a
significant physical presence in continental Europe where we look
forward to working with an exceptional team and an exciting new
customer base.
We expect current levels of investment for fiber optic networks
and grid modernisation to continue for a significant time and
thanks to our competitive software offering and our highly capable
organisation, we head into 2023 with high degree of confidence
."
For further information contact:
IQGeo Group plc +44 1223 606655
Richard Petti
Haywood Chapman
finnCap Ltd +44 20 7220 0500
Henrik Persson, Seamus Fricker (Corporate Finance)
Tim Redfern, Charlotte Sutcliffe (ECM)
Notes to Editors
About IQGeo
Telecommunications and utility operators are "Building better
networks" with IQGeo's award-winning software solutions. The
ability to powerfully model any network requirement, integrate
every system and data source, and support field and office teams
with continual innovation is helping operators create the networks
of the future. Our solutions ensure greater cross-team
collaboration and process efficiency throughout the network
lifecycle, from planning and design to construction, operations,
and sales.
Whether it's highly competitive fibre and 5G broadband rollouts
or complex utility grid modernization projects, customers trust
IQGeo's enterprise solutions, OSPInsight fibre management, and
Comsof automated design software. We partner with large
multinationals and smaller regional operators to deliver the
digital innovation they need to increase network resilience,
operational safety, and business ROI.
Chair's statement
A year of strong organic growth and a key acquisition combine to
deliver excellent performance across all metrics.
I am very pleased with the progress that has been made in 2022.
We continue to develop long term engagements with our customers in
addition to winning a number of new blue chip telecom and utility
industry customers during the year. Working closely with these
customers, we continue to develop a strong and differentiated suite
of products aimed directly at resolving the issues they face in
managing complex networks and projects.
Driven by global megatrends for faster broadband and grid
decarbonisation, our markets are fuelled by major public and
private sector investment and increasing regulatory mandates. Our
success in establishing new customers and deploying high-profile
projects demonstrates that the IQGeo solutions have crossed the
chasm from early adopters and into the mainstream such that we are
now recognised as an innovative industry leader.
I am also pleased to welcome the team from Comsof NV. The
acquisition of Comsof in August brought with it a market leading
design engine, a strong presence in Europe and some of the
industry's most well regarded experts. I look forward to seeing how
the values of both businesses continue to combine to expand our
market penetration and enhance the experience of our customers
across the lifecycle of their networks.
Results Overview
Our financial results delivered another year of growth across
all of our key metrics. The business generated GBP1.9 million
adjusted EBITDA profit (2021 Loss GBP0.8 million). Recurring
revenue increased by over 80% to GBP10.6 million (2021 GBP5.7
million) and overall revenue increased to GBP26.6 million, an
increase of 92% on prior year. Organic revenue increased by 57% to
GBP21.8 million (2021 GBP13.8 million). Cash held on balance sheet
amounted to GBP8.1 million (2021 GBP11.5 million).
Organisation
The ongoing investment in our business has remained focused. We
have increased head count by 78 expanding our global presence in
the US, UK, and in Europe on the back of the Comsof acquisition.
These investments have been across all aspects of the business
including sales, services, technology and support functions. We
have the confidence to do this through the greater visibility
afforded from a strong order book, an increase in a recurring
revenue base, and growing customer demand. We believe these
strategic and ongoing investments will help the business to be
right sized for our future growth ambitions.
In addition to the strong organic growth delivered within the
business, the last two years have seen two software acquisitions.
These acquisitions have brought substantial opportunity where
industry expertise and market leading products are allowing our
customers and markets to use our software across an expanding
number of operational use cases and departments. Integration of
these acquisitions remains important to our customers and our
people, and I am extremely pleased with how both have contributed
to our shared mission. We are already benefiting from a clearly
defined, single ambition within the IQGeo Group.
Outlook
2022 has seen substantial progress across all aspects of our
business. We continue to work closely with our customers to support
and develop solutions through a global presence that meets
ever-more complex and growing opportunities that are demanded by
the telecom and utility industries. Wider adoption, reputational
excellence, and growing market needs continue to expand our market
presence and allow for the development of those products that serve
our customers.
Our strategy has remained consistent for some years, to provide
a set of solutions that allow our customers to build and manage key
infrastructure. The past year has further validated this conviction
with some key customer wins and existing customer expansions. With
growing visibility comes greater conviction and as such, this
allows us to invest and expand business and market opportunities.
It is on this basis that we remain very confident in our ability to
deliver on our revenue and market targets.
I would like to thank all those stakeholders that have joined
the business this year and those who have been part of our journey
for some time for their trust and hard work.
Paul Taylor
Chair
24 March 2023
Chief Executive Officer's statement
CEO Statement
In 2022 we continued to do what we do best; listen to our
customers. In our mission to help build better networks we have
remained committed to our vision of providing our customers with
the world's only integrated platform that allows them to plan,
build and operate their physical assets in a single solution.
This singular vision has proven to be highly compelling and has
resulted in another record haul of new contracts including some of
the largest telecoms and utilities customers in the world.
Moreover, and of equal importance, as our revenue growth has
outpaced our investments, for the first time we have achieved the
combination of both high growth and profitability.
Last year in my CEO statement I spoke of a more confident,
focused organisation and over the last 12 months we have leveraged
our strengths to expand both our organic and inorganic revenue in
all our markets, to increase the long-term recurring revenue and to
launch exciting new software capabilities.
Our "land and expand" software sales strategy continues to build
momentum as we deploy initial 'proof of value' solutions and then
expand our presence into new operational areas over time. As a
result, I am pleased to again report that we have made significant
progress against our three strategic business KPIs:
1. Global growth
a. We now have solutions deployed in over 40 countries worldwide
b. 64 new clients signed in 2022
c. 207 client expansions (to include all license and service orders)
2. Recurring revenue
a. Exit recurring revenue run rate ACV grew by 84 %
b. In year recurring revenues grew by 84%
3. Product innovation
a. 8 major Enterprise software releases across 4 key product lines
b. 8 Enterprise software compatibility releases
c. 5 major SMB software releases
d. Initial IQGeo and Comsof integration project release
Our acquisition of Comsof NV in August of 2022 also added the
industry-leading automated planning and design engine to our
software suite and in just 4.5 months of ownership quickly
validated our acquisition logic and contributed significantly to
our results. The Comsof customer base gives us a well-established
launch pad for cross-selling expansion into EMEA and the Comsof
team brings both a substantial physical presence in continental
Europe as well as best in class analytical skills that accelerate
our ability to innovate, particularly in the area of predictive
data modelling and analytics.
I have often said that we ride a global wave of 'once in a
generation' capex investments in fibre networks and grid
modernisation. The market opportunity for our software technology
remains very strong as there is still a great deal of work to be
done in deploying fibre networks and modernising electricity grids
around the world.
Broadband market opportunity
Recent market research published by the Fibre-to-the-home Global
Alliance reports(1) low FTTH/B (Fibre to the home/business)
penetration rates in many of our key target markets.
These low penetration figures represent the growth opportunity
in our telecoms business as nations aim for fibre broadband and 5G
market saturation. For example, in the US nearly $130bn(2) in
federal, state and local subsidies are being invested across a
range of broadband initiatives to support urban, rural and
low-income areas.
As broadband operators race to rollout fibre and build valuable
market share, we see these investments trigger a complete overhaul
of supporting business systems. IQGeo's flexible technology
foundation and integrated lifecycle strategy has been well-received
by the market and is driving the sales success for our software and
services.
Electric utility market opportunity
While different in nature to the fibre broadband market, the
electric grid modernisation market opportunity is also very
compelling for IQGeo. Worldwide, we see that electric grids are
undergoing fundamental redesign driven by increasing net-zero
governmental mandates and the deployment of Distributed Energy
Resources (DERs), electric vehicles, and battery storage. These
infrastructure investments will be accompanied by parallel
investments in intelligent software and sensors to manage them.
Significant projected growth in grid technology investment is
forecast in recent research completed by the Indigo Advisory
Group(3) . In their report the IQGeo technology falls neatly into
their classification of "Grid tech" which they define as software
solutions, sensors, and applications that focus on grid performance
and utility innovation. In addition, we are seeing major public
sector stimulus investment in grid modernisation. One prominent
example is the American Recovery and Reinvestment Act (ARRA)(4)
that allocates $4.5b in public sector spending for modernisation of
the US electric grid. This investment is supported by private
sector investment commitments of an additional $5b for a total of
$9.5b.
Handicapped by years of regulatory inertia and legacy computer
systems and software, the industry is undergoing an essential
transformation to adopt the increasingly complex grid architecture
of the future. Generations of these older asset management systems
and processes are slowly, but surely, being replaced by alternative
software to design, construct and maintain a modern distributed
grid. IQGeo's integrated network lifecycle solution is finding
success in this market with influential grid operators that are
focused on decarbonisation initiatives and through a "land"
strategy of deploying our industry-leading mobile technology for
field service and inspection applications.
In Japan, our software is also being used by some of the
country's largest electric utilities to create damage assessment
and disaster response dashboards that help to manage their networks
during frequent severe storms and natural disasters. The experience
gained from our Japanese customer deployments are being used to
create similar disaster response solutions with customers elsewhere
in the world where utility disaster response is a high
priority.
Organisational maturity
A challenge for IQGeo in FY2023 and beyond will be to evolve and
mature our own organisational structures and processes to
successfully manage the increase in the volume and diversity of our
customers.
While it is exciting to announce new projects with tier 1
telecom or utility operators, we also recognise that these
customers bring an increased expectation for service levels and
customer support. As part of our growth strategy we have been
working across the entire organisation to up-scale our skills,
processes, and tools to create a truly world-class delivery and
service capability.
In 2022 we significantly expanded our delivery and service team
and upgraded our software tools to optimise our processes and adapt
industry best practices. This included hiring a new Senior Vice
President of Delivery who came to us with extensive experience in
building a scalable global delivery strategy.
While IQGeo already has a strong working relationship with our
existing customers with a 108% net retention for recurring revenue
in 2022, looking ahead to 2023, we are not complacent about this
success given the strategic importance of recurring revenue to our
business model. The challenge of scaling up our business touches on
virtually every department and individual across the organisation
and we are investing in the talent, technology, and processes we
need to ensure our future success and secure predictable recurring
revenue with our growing customer base.
Product Development
In 2022 I was particularly proud of what our Engineering and
Product Management team have achieved with our product development.
Major new releases of our strategic Network Manager products, and
the acquisition and integration of the Comsof automated planning
software have given our sales team the innovative software they
need to execute our "land and expand" sales model to secure new
business and lay the foundation for long-term recurring
subscription revenue.
Net Zero Journey
Something I'd like to call special attention to is our progress
in positively impacting the environment. In both our core markets,
the new generation networks we help our customers build have
significantly lower power requirements which means they emit less
carbon than the networks they replace. We take great pride knowing
that our software solutions result in a direct impact on the
reduction of global CO(2) emissions.
Additionally, as a business, we monitor, mitigate, and offset
100% of the carbon footprint of our own operations thereby
supporting the world's net-zero emission journey.
Summary
The success that the IQGeo team achieved in 2022 continues to
validate our core strategy, our sales model, and our software
technology strategy going forward into 2023. Our 92% increase in
revenue is evidence of the investment being made in network
infrastructure by the telecom and utility industries and our
ability to respond with innovative software solutions.
The broadband industry is in a race to rollout new fibre and
capture market share for the valuation of their business, and the
electric utility industry is ramping up their grid modernisation
initiatives to meet essential decarbonisation targets. We have
established an impressive customer base and proven track record and
I believe that we are uniquely positioned to further capitalise on
the investments being made by our customers and prospects.
Our success in 2022 has given us a renewed confidence to
continue our focus on core business growth and product innovation.
We are operating in strong telecom and utility markets that we
believe will continue to invest in new technology for the
long-term. Through strategic acquisitions and in-house development
we have created a singular suite of award winning software
technology that is mission critical for our customers as they
pursue their business and regulatory goals.
In short, IQGeo is in the right place, at the right time, with
the right solutions, and we are confident that we will continue to
build market momentum in 2023 and beyond.
Footnotes
1. FTTH/B Global Ranking report, May 2022 - Fibre-to-the-home Global Alliance.
2. Fiber Broadband Association - The status of U.S. broadband
and the impact of fiber broadband - July 2022
3. Indigo Advisory Group (
https://www.indigoadvisorygroup.com/blog/grid-tech-the-decade-of-deployment
)
4. US Department of Energy ( https://www.energy.gov/oe/articles/arra-grid-modernization-investment-highlights-fact-sheet )
Richard Petti
Chief Executive Officer
24 March 2023
Chief Financial Officer's statement
Principal events and overview
2022 has been another successful year for the Group as we
continue to grow Annual Recurring Revenue ("ARR") and our customer
base, both organically and through acquisition. In addition, we
achieved the major milestone of profitability at the adjusted
EBITDA level and as we continue to be successful in the growing
markets in which we operate, we will continue to grow revenue and
achieve sustained profitability and cash inflows.
On 11 August 2022, the Group acquired Comsof for a total
consideration of up to EUR13.0 million (GBP11.1 million). Comsof
not only brings market-leading automated fibre planning software,
but also gives IQGeo a substantial European hub via its office in
Ghent, Belgium and a significant European customer base with c.100
telecom customers that will provide the potential to increase the
cross-selling of IQGeo software products. The positive results of
the acquisition along with the organic growth achieved by IQGeo's
pre-existing operations are reflected in the Group KPIs. The OSPI
business acquired in December 2020 (now called the Small and Medium
Business (SMB) unit) also continued to perform well in 2022,
winning 43 new logos during the 2022 year and increasing the new
ARR won to GBP1.3 million compared to GBP1.1 million in 2021 which
itself was more than double the rate compared to the year before
the acquisition.
As at 31 December 2022, the Exit ARR of the Group was GBP15.1
million and this will give us greater visibility of revenues and
cash flows moving forwards. 40% of the Group's revenues during the
year were recurring compared to 42% in 2021, the slight decrease
due to the dilutive effect of Comsof revenues with that business
having approximately 25% recurring revenue under their current
commercial model and the much-increased IQGeo professional services
revenue as the Group implemented an increased number of customer
projects during 2022.
Key performance indicators
On a monthly basis, the Directors review revenue, operating
costs, cash and KPIs to ensure the continued growth and development
of the Group. Primary KPIs for 2022 and 2021 were as follows:
2022 2021
---------------------------------
KPIs GBP'000 GBP000
--------------------------------- ------------------------ --------
Total revenue 26,592 13,849
Recurring revenue 10,610 5,751
Recurring revenue % 40% 42%
New ARR added in year 7,017 3,370
Exit recurring revenue run rate 15,081 8,178
IQGeo own product orders 40,539 18,887
IQGeo own product revenue 25,632 12,851
Gross margin % 59% 64%
Adjusted EBITDA 1,898 (829)
Loss for the year (913) (1,929)
Recurring revenue net retention 108% 113%
Recurring revenue order intake 21,957 10,321
Cash, net of debt 8,055 11,499
--------------------------------- ------------------------ --------
Annual recurring revenue
Annual recurring revenue or ARR arises from both
subscription-based software sales and also maintenance and support
arrangements from perpetual licence sales. During 2022, the Group
has added net new ARR of GBP7.0 million. GBP5.3 million new ARR has
been added through sales of our enterprise and SMB products, a 55%
increase over the GBP3.4 million added during 2021 and a further
GBP1.7 million has been added via the acquisition of Comsof. Of the
GBP5.3 million new ARR won during the year, GBP1.3 million was from
our Tier 3 and Tier 4 customer base - namely the OSPI business
acquired in December 2020, and an increase from GBP1.1 million won
by the business in 2021 which itself was more than double the run
rate of that business in the year to December 2020. The Group
achieved a recurring revenue net retention figure of 108% which
reflects the Group's continued ability to grow existing customer
accounts through new products and increasing the user count, along
with excellent logo retention. Whilst this is slightly behind the
113% net retention figure achieved in 2021, we are still pleased
with the 2022 performance.
The Exit ARR of the Group as of 31 December 2022 has increased
by 84% to GBP15.1 million (2021: GBP8.2 million) including organic
sales and the acquired Comsof ARR. Recurring revenues now account
for 40% of all revenue, compared to 42% in 2021, down marginally
due to the lower recurring revenue percentage from the acquired
Comsof business which had approximately 15% recurring revenue in
the year. We plan to change the business model for the Comsof
business over time to increase the recurring revenue. Another
reason for the decrease in recurring revenue percentage is the
considerable growth we have seen in our services revenue due to a
number of large projects the Group has undertaken as we on-board
the large number of new customers. We do however expect the
recurring revenue percentage to grow over the coming years,
bringing increased visibility of revenues and cash flows as well as
increased margins given the 87% gross margin that our recurring
IQGeo product revenues bring.
Additionally, to recurring revenue, revenue is derived from
consultancy services on own IP products and also consultancy
services connected to third party products. Revenues from third
party product services have declined in the current period and are
still expected to decline in future periods as the Group continues
to focus on growing recurring revenues.
Orders
Bookings of orders increased by 109% to GBP41.0 million during
2022 (2021: GBP19.6 million) and the closing order book relating to
revenue to be taken in future years increased by 88% from GBP14.6
million at the end of 2021 to GBP27.5 million at 31 December
2022.
Revenue
Revenue composition by revenue stream is summarised in the table
below:
Revenue by stream 2022 % of 2021 % of
GBP'000 total GBP'000 total
revenue revenue
--------- --------- ---------
Subscription 8,107 31% 3,964 29%
Maintenance and support 2,503 9% 1,787 13%
----------------------------------------------- --------- --------- --------- ---------
Recurring product revenue 10,610 40% 5,751 42%
----------------------------------------------- --------- --------- --------- ---------
Perpetual Software 1,138 4% 2,011 15%
Demand Points 3,357 13% - 0%
Services 10,527 39% 5,089 36%
----------------------------------------------- --------- --------- --------- ---------
Non-recurring product revenue 15,022 56% 7,100 51%
--------- ---------
Total product revenue 25,632 96% 12,851 93%
--------- --------- ---------
Geospatial services from third party products 960 4% 998 7%
----------------------------------------------- --------- --------- --------- ---------
Total revenue 26,592 100% 13,849 100%
----------------------------------------------- --------- --------- --------- ---------
Total revenue grew by 92% over the prior year to GBP26.6
million. Included in this was GBP4.8 million from Comsof which
meant that underlying organic revenue growth from the existing
IQGeo business was 57% to GBP21.8 million. The Group has achieved
recurring revenue growth of 84% during 2022 to GBP10.6 million
(2021: GBP5.8 million) largely as a result of the ARR won during
2021/2022. Comsof revenue includes recurring revenue of GBP0.7
million and GBP3.4 million of Demand Points - revenue from the
number of end points that the fibre planning software is used to
plan for customers. This Demand Point revenue is similar to our
perpetual licence revenue and is included in our non-recurring
IQGeo product revenue. Sales of perpetual software licences have
decreased from the prior year as the Group continues to focus on
subscription sales, although some customers - particularly in the
utility market - prefer a perpetual software offering. It is
anticipated that this one-off revenue will continue to fluctuate
year on year.
As the number of customers and new contract wins has increased,
our associated service revenues from initial deployments and
expansion orders have also grown by 107% over the prior year and
the Group went into 2023 with a strong backlog of services orders,
providing visibility of services revenues for six months and
beyond. Labour backlog as at 31 December 2022 was GBP5.0
million.
Gross profit
Gross profit 2022 Gross 2021 Gross Gross
GBP'000 margin GBP'000 margin margin
% % movement
Gross profit / gross margin 15,665 59% 8,797 64% -5%
----------------------------- --------- -------- --------- -------- ----------
Gross margin percentage for the year was 59%. The decrease from
the prior year has been driven by the shift in product mix,
especially the large increase in services revenues which carry a
20% gross margin compared to the 87% gross margin on our recurring
revenues and 90% gross margin on perpetual software licences and
demand points.
Operating expenses and adjusted EBITDA
Operating expenses were GBP17.2 million (2021: GBP11.4 million)
and are summarised as follows:
2022 2021
GBP'000 GBP'000
------------------------------------------- -------- --------
Other operating expenses 13,767 9,626
Depreciation 447 315
Amortisation 2,241 1,656
Share option expense 303 282
Unrealised foreign exchange (gain) / loss
on intercompany trading balances (574) 42
Non-recurring items 1,007 (550)
------------------------------------------- -------- --------
Total operating expense 17,191 11,371
------------------------------------------- -------- --------
Other operating expenses of the Group include sales, product
development, marketing and administration costs, net of costs
capitalised.
Other operating costs during the period have increased with the
addition of the Comsof acquired business adding GBP0.8 million of
operating costs to the Group. The lifting of Covid-19 restrictions
has meant that travel both internally within the Group and
externally for face-to-face sales activities has increased which
has resulted in increased costs, although there are obvious
benefits such as collaboration within teams and enhanced messaging
of the benefits our products can bring amongst our customers.
Operating costs are anticipated to increase in the future to drive
further revenue growth.
Non-recurring items in 2022 relate to the Comsof acquisition
costs and the costs of integrating the business with the IQGeo
business. With effect from 1(st) January 2023, all finance
activities and peripheral systems used by IQGeo had been adopted by
the Comsof business and in North America, we successfully merged
the Comsof Canadian legal entity together with the IQGeo Canadian
legal entity, leaving IQGeo Solutions Canada Inc as the sole
operating company in Canada. The exceptional credit in 2021 related
to a loan waiver under the USA CARES Act's "Paycheck Protection
Program" in order to support the USA operations during the
uncertainty caused by the impact of the global Covid-19 pandemic.
This loan was forgiven by the US Small Business Administration
along with interest accrued in June 2021.
Adjusted EBITDA excludes amortisation, depreciation, share
option expense, foreign exchange gains/losses on intercompany
trading balances and non-recurring items and is reported as it
reflects the performance of the Group. 2022 was a milestone year
for the Group with a first Adjusted EBITDA profit of GBP1.9 million
(2021: Adjusted EBITDA loss of GBP0.8 million).
The operating loss for the period was GBP1.5 million (2021:
GBP2.6 million), GBP0.5 million loss before non-recurring items
(2021: GBP3.1 million loss)
EPS and dividends
Adjusted diluted per share was 0.6 pence (2021: 3.1 pence loss).
Reported basic and diluted per share was 1.5 pence loss (2021: 3.4
pence loss). The Board does not feel it appropriate at this time to
commence paying dividends.
Consolidated statement of financial position
As at 31 December 2022, the Group had a cash position of GBP8.1
million and no debt (2021: GBP11.5 million and no debt).
Assets
Total assets were GBP41.7 million (2021: GBP27.4 million). Total
current assets increased to GBP19.8 million (2021: GBP16.7
million).
Total non-current assets were GBP21.9 million (2021: GBP10.7
million). Goodwill increased to GBP11.5 million (2021: GBP4.4
million) due to the Comsof acquisition. Capitalised development
costs at 31 December 2022 were GBP3.8 million (2021: GBP2.5
million) with the increase reflecting the investment in the IQGeo
product suite, offset by the amortisation charge. No change has
been made to the current three-year amortisation period, due to the
fast-moving nature of the technology.
Liabilities
Total current liabilities increased to GBP16.9 million (2021:
GBP8.8 million) which includes an increase in deferred revenue of
GBP2.9 million as would be expected in a business that is
increasing annual recurring revenue through subscription-based
customer contracts. Current liabilities also include GBP1.2 million
of contingent consideration in respect of the Comsof
acquisition.
Total non-current liabilities increased to GBP3.0 million (2021:
GBP1.4 million) and non-current liabilities of GBP1.0 million of
contingent consideration for the Comsof acquisition.
Net assets
Net assets increased to GBP21.7 million (2021: GBP17.2
million).
Cash and cash flow
Operating cash before working capital movement was GBP0.9
million inflow (2021: GBP0.9 million outflow). Cash inflow from
operating activities after adjusting for working capital and tax
was GBP2.5 million (2021: GBP0.7 million).
The Group had investment outflows of GBP8.7 million (2021:
GBP0.1 million) for tangible assets and GBP2.9 million on R&D
investments in own products (2021: GBP1.9 million). The 2022
figures include GBP5.0 million paid for the acquisition of Comsof,
net of GBP2.5 million cash acquired and GBP1.0 million on
non-recurring costs related to the acquisition and integration of
the Comsof business, together with GBP0.6 million of deferred
payments in relation to OSPI acquisition (2021: GBP0.6 million).
2021 figures included GBP2.5 million received from the RTLS
disposal.
Cash inflows from financing activities were GBP3.1 million
(2021: GBP0.3 million outflow) with the year-on-year movement
primarily due to the fundraise associated with the placing of
shares to assist fund the Comsof acquisition, both completed in
August 2022.
Going concern
As at 31 December 2022, the Group had GBP8.1 million of cash
(2021: GBP11.5 million) and no debt. The Directors have prepared
detailed cash flow projections including sensitivity analysis on
key assumptions. The projections prepared until 31 March 2024 show
that the Group will be able to operate comfortably within the
current levels of cash available and, based on this, the Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, the Group continues to adopt the going concern basis
in preparing its consolidated financial statements.
Haywood Chapman
Chief Financial Officer
24 March 2023
Consolidated income statement
for the year ended 31 December 2022
Notes 2022 2021
---------------------------------------------- ------
GBP'000 GBP'000
---------------------------------------------- ------ ----------------- ---------
Revenue 5 26,592 13,849
Cost of revenue (10,927) (5,052)
---------------------------------------------- ------ ----------------- ---------
Gross profit 15,665 8,797
Operating expenses (17,191) (11,371)
---------------------------------------------- ------ ----------------- ---------
Operating loss (1,526) (2,574)
---------------------------------------------- ------ ----------------- ---------
Analysed as:
Gross profit 15,665 8,797
Other operating expenses (13,767) (9,626)
---------------------------------------------- ------ ----------------- ---------
Adjusted EBITDA 1,898 (829)
14,
Depreciation 15 (447) (315)
Amortisation 13 (2,241) (1,656)
Share option expense (303) (282)
Unrealised foreign exchange gains / (losses)
on intercompany trading balances 574 (42)
Non-recurring items 10 (1,007) 550
---------------------------------------------- ------ ----------------- ---------
Operating loss (1,526) (2,574)
---------------------------------------------- ------ ----------------- ---------
Finance income 9 - 7
Finance costs 9 (288) (174)
---------------------------------------------- ------ ----------------- ---------
Loss before tax (1,814) (2,741)
Income tax 11 901 812
---------------------------------------------- ------ ----------------- ---------
Loss for the year (913) (1,929)
---------------------------------------------- ------ ----------------- ---------
Consolidated statement of comprehensive income
for the year ended 31 December 2022
2022 2021
----------------------------------------------------
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Loss for the year (913) (1,929)
Other comprehensive income:
Exchange difference on retranslation of net assets
and results of overseas subsidiaries 417 170
---------------------------------------------------- -------- --------
Total comprehensive loss for the year (496) (1,759)
---------------------------------------------------- -------- --------
Consolidated statement of changes in equity
for the year ended 31 December 2022
Ordinary Share Share Capital Merger Translation Retained Total
share premium based redemption relief reserve earnings
capital payment reserve reserve
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Balance at 1 January
2021 1,146 22,494 190 476 739 (1,786) (4,868) 18,391
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Loss for the year - - - - - - (1,929) (1,929)
Exchange difference
of retranslation of
net assets and
results
of overseas
subsidiaries - - - - - 170 - 170
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Total comprehensive
loss for the year - - - - - 170 (1,929) (1,759)
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Issue of shares -
acquisition
(OSPI) 3 - - - 220 - - 223
Exercise of share
options 1 13 (6) - - - 6 14
Lapse of share
options - - (12) - - - 12 -
Equity-settled
share-based
payment - - 282 - - - - 282
Transactions with
owners 4 13 264 - 220 - 18 519
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Balance as at 31
December
2021 1,150 22,507 454 476 959 (1,616) (6,779) 17,151
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Loss for the year - - - - - - (913) (913)
Exchange difference
of retranslation of
net assets and
results
of overseas
subsidiaries - - - - - 417 - 417
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Total comprehensive
loss for the year - - - - - 417 (913) (496)
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Exercise of share
options 4 109 (30) - - - 30 113
Issue of shares -
acquisition
(Comsof) 16 - - - 957 - - 973
Deferred
consideration
- (OSPI) 3 - - - 237 - - 240
Issue of shares -
associated
costs - (95) - - - - - (95)
Issue of shares -
fundraise 56 3,444 - - - - - 3,500
Lapse of share
options - - (93) - - - 93 -
Equity-settled
share-based
payment - - 303 - - - - 303
Transactions with
owners 79 3,458 180 - 1,194 - 123 5,034
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Balance as at 31
December
2022 1,229 25,965 634 476 2,153 (1,199) (7,569) 21,689
--------------------- --------- -------- -------- ----------- -------- ------------ --------- ----------
Consolidated statement of financial position
for the year ended 31 December 2022
The financial statements were approved and authorised for issue
by the Board of Directors on 24 March 2023 and signed on its behalf
by:
2022 2021
Notes GBP'000 GBP'000
--------- -------------------
Assets
Non-Current assets
Intangible assets 13 20,029 9,207
Property, plant and equipment 14 310 167
Right-of-use assets 15 1,480 1,336
Total non-current assets 21,819 10,710
------------------------------------------------ ------ --------- -------------------
Current assets
Trade and other receivables 16 11,064 5,025
Corporation tax receivable 662 176
Cash and cash equivalents 17 8,055 11,499
Total current assets 19,781 16,700
----------------------------------------------- ------ --------- -------------------
Total assets 41,600 27,410
----------------------------------------------- ------ --------- -------------------
Liabilities
Current liabilities
Trade and other payables 18 (16,217) (8,579)
Lease liability 20 (417) (246)
Total current liabilities (16,634) (8,825)
----------------------------------------------- ------ --------- -------------------
Non-Current liabilities
Deferred income tax liabilities 11 (802) -
Trade and other payables 18 (996) -
Lease liability 20 (1,479) (1,434)
Total non-current
liabilities (3,277) (1,434)
----------------------------------------------------- ------ --------- -------------------
Total liabilities (19,911) (10,259)
----------------------------------------------- ------ --------- -------------------
Net Assets 21,689 17,151
----------------------------------------------- ------ --------- -------------------
Equity attributable to owners of the Company
Ordinary share capital 21 1,229 1,150
Share premium 21 25,965 22,507
Share-based payment reserve 634 454
Capital redemption
reserve 476 476
Merger relief reserve 2,153 959
Translation reserve (1,199) (1,616)
Retained earnings (7,569) (6,779)
----------------------------------------------- ------ --------- -------------------
Equity attributable to shareholders
of the company 21,689 17,151
------------------------------------------------- ------ --------- -------------------
Consolidated statement of cash flows
for the year ended 31 December 2022
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------------ ------ -------- --------
Loss before tax from operating activities (1,814) (2,741)
Depreciation 14,15 447 315
Amortisation 13 2,241 1,656
Unrealised foreign exchange (gain) / loss on
intercompany trading balances (574) 42
Forgiveness of bank loan - (592)
Share-based payment charge 303 282
Finance income 9 - (7)
Finance costs 9 288 174
------------------------------------------------------ ------ -------- --------
Operating cashflows before working capital
investment 891 (871)
Change in receivables (6,039) (2,175)
Change in payables 7,051 2,807
------------------------------------------------------ ------ -------- --------
Cash used in operations before tax 1,903 (239)
Net income taxes received 607 984
Net cash flows from operating activities 2,510 745
------------------------------------------------------ ------ -------- --------
Cashflows from investing activities
Purchases of property, plant, equipment 14 (170) (72)
Expenditure on intangible assets 13 (2,900) (1,907)
Cash received on sale of RTLS Smartspace business
unit 7 - 2,500
Acquisition of subsidiaries, net of cash acquired 6 (5,613) (580)
Interest received - 7
Net cashflows (used in) i nvesting activities (8,683) (52)
------------------------------------------------------ ------ -------- --------
Cashflows from financing activities
Payment of lease liability (444) (269)
Proceeds from the issue of ordinary share capital
on exercise of options 103 14
Proceeds from the issue of ordinary share capital
from
fundraising, net of associated costs 3, 405 -
Net cashflows (used in) from financing activities 3,064 (255)
------------------------------------------------------ ------ -------- --------
Net increase/(decrease) in cash and cash equivalents (3,109) 438
Cash and cash equivalents at start of period 11,499 11,078
Exchange difference on cash and cash equivalents (335) (17)
------------------------------------------------------ ------ -------- --------
Cash and cash equivalents at year end 17 8,055 11,499
------------------------------------------------------ ------ -------- --------
Notes to the consolidated financial statements
1 General information
IQGeo Group plc ("the Company") and its subsidiaries (together,
"the Group") delivers geospatial software solutions that integrate
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.
The Company is a public limited company which is listed on the
Alternative Investment Market ("AIM") of the London Stock Exchange
(IQG) and is incorporated and domiciled in the United Kingdom. The
value of IQGeo Group plc shares, as quoted on the London Stock
Exchange at 31 December 2022, was 188.5 pence per share (31
December 2021: 129.0 pence).
The address of its registered office is Nine Hills Road,
Cambridge, United Kingdom, CB2 1GE .
The Group has its operations in the UK, USA, Canada, Belgium,
Germany and Japan, and sells its products and services in over 40
countries globally. The Group legally consists of eight subsidiary
companies headed by IQGeo Group plc at 31 December 2022 (seven at 1
January 2023).
The consolidated financial statements have been approved for
issue by the Board of Directors on 24 March 2023.
2 New accounting standards
The consolidated financial statements are prepared in accordance
with UK-adopted international accounting standards in conformity
with the requirements of the Companies Act 2006.
The accounting policies used are the same as set out in detail
in the Annual Report and Accounts 2021 and have been applied
consistently to all periods presented in the financial
statements.
There were no new standards or amendments or interpretations to
existing standards that became effective during the year that were
material to the Group.
No new standards, amendments or interpretations to existing
standards having an impact on the financial statements that have
been published and that are mandatory for the Group's accounting
periods beginning on or before 1 January 2022, or later periods,
have been adopted early.
Standards and interpretations not yet applied by the Group
The following new Standards and Interpretations, which are yet
to become mandatory and have not been applied in the Group's
financial statements, are not expected to have a material impact on
the Group's financial statements.
-- IFRS 17 Insurance Contracts
-- Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS
17 and IFRS 4)
-- References to the Conceptual Framework
-- Proceeds before Intended Use (Amendments to IAS 16)
-- Onerous Contracts - Cost of Fulfilling a Contract (Amendments
to IAS 37)
-- Annual Improvements to IFRS Standards 2018-2020 Cycle
(Amendments to IFRS 1, IFRS 9, IFRS 16, IAS 41)
-- Classification of Liabilities as Current or Non-current
(Amendments to IAS 1)
These amendments are not expected to have a significant impact
on the financial statements in the period of initial application
and therefore the disclosures have not been made.
3 Summary of significant accounting policies
The principal accounting policies applied in the preparation of
the consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented,
unless otherwise stated.
Basis of preparation
The consolidated financial statements of IQGeo Group plc are
prepared in accordance with UK-adopted international accounting
standards in conformity with the requirements of the Companies Act
2006 ('IFRS'). The consolidated financial statements have been
prepared under the historical cost convention. The consolidated
financial statements are presented in GBP and all values are
rounded to the nearest thousand pounds (GBP'000) except when
otherwise indicated.
The preparation of these financial statements in conformity with
IFRS requires the Directors to make certain critical accounting
estimates and judgements that affect the amounts reported in the
financial statements and accompanying notes. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements, are disclosed in note 4.
Going concern basis
In determining the basis for preparing the consolidated
financial statements, the Directors are required to consider
whether the Company can continue in operational existence for the
foreseeable future, being a period of not less than twelve months
from the date of the approval of the consolidated financial
statements.
Management prepares detailed cash flow forecasts which are
reviewed by the Board on a regular basis. The forecasts include
assumptions regarding the opportunity funnel from both existing and
new clients, growth plans, risks and mitigating actions. In
particular, operating cash flow and profitability are highly
sensitive to revenue mix and the positive contribution of
continuing growth in software sales whether on a perpetual licence
or subscription basis.
In reaching their going concern conclusion, the Directors have
considered that the Group had cash of GBP8.1 million as at 31
December 2022 and sufficient working capital to continue
operations. Management have also prepared analysis to support that
even in the event of a significant downturn in performance, cash
reserves are sufficient to continue trading.
The Group's forecasts and projections to 31 March 2024, 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
the consolidated financial statements.
Consolidation
The Group financial statements include the results, financial
position and cash flows of the Company and all of its subsidiary
undertakings. Subsidiary undertakings are those entities controlled
directly or indirectly by the Company. Control arises when the
Company has the power to govern the financial and operating
policies of an entity, uses this power to affect the returns from
that entity and has exposure to variable returns from its
investment in the entity.
Financial statements of the subsidiaries are prepared for the
same reporting year as the Company, using consistent accounting
policies. Businesses acquired or disposed during the year are
accounted for using acquisition method principles from, or up to,
the date control passed. Intra-group transactions and balances are
eliminated on consolidation. All subsidiaries use uniform
accounting policies for like transactions and other events and
similar circumstances.
Foreign currencies
a. Functional and presentation currency
The functional currency of each Group entity is the currency of
the primary economic environment in which each entity operates. The
consolidated financial statements are presented in GBP.
b. Transactions and balances
Foreign currency transactions are translated into the functional
currency of each Group entity using the exchange rates prevailing
at the dates of transactions. Monetary assets and liabilities
denominated in foreign currencies are translated at rates ruling at
the period end date. Such exchange differences are included in the
consolidated income statement within "operating expenses".
Non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at
the dates of the initial transactions.
c. Consolidation
For the purpose of presenting consolidated financial statements,
the results and financial position of all the Group entities (none
of which have the currency of a hyperinflationary economy) that
have a functional currency other than GBP are translated into GBP
as follows:
-- assets and liabilities for each statement of financial
position are translated at the exchange rate at the period end
date;
-- income and expenses for each income statement are translated
at the exchange rate ruling at the time of each period the
transaction occurred; and
-- all resulting exchange differences are recognised in other comprehensive income.
Business reporting
IFRS 8 requires a "management approach" under which information
in the financial statements is presented on the same basis as that
used for internal management reporting purposes.
The Group is organised on a global basis. The Directors believe
that the Chief Operating Decision Maker (CODM) is the Chief
Executive Officer of the Group. The CODM and the rest of the Board
are provided with information as a single business unit to assess
its financial performance.
The internal management accounting information is prepared on an
IFRS basis but has non-GAAP "Adjusted EBITDA" as the primary
measure of profit and this is reported on the face of the
consolidated income statement.
Revenue recognition
Revenue represents the consideration that the entity expects to
receive for the sales of goods and services net of discounts and
sales taxes. Revenue is recognised based on the distinct
performance obligations under the relevant customer contract as set
out below. Where goods and/or services are sold in a bundled
transaction or on a subscription basis, the Group allocates the
total consideration under the contract to the different individual
elements based on actual amounts charged by the Group on a
standalone basis.
Revenue is recognised at different points in time, up front,
over time and at points in time, as described below. Such
recognition takes into consideration the term of the licence
granted or services to be provided as much as the term of any
longer agreement that the licencing and services are provided
within. Where there are recognisable points which require actions
from the customer and or the company, which includes the renewal of
annual licences within a term contract, the Company recognises
revenue only to the next renewal point to reflect inherent
uncertainties of future revenues and separate performance
obligations. Revenue is recognised either on a subscription /
monthly basis or upfront annually dependant on the basis of the
agreement and services to be provided or upfront for the term of
the licence where there are no separate performance obligations or
renewal points within the customer agreement.
Recurring IQGeo Product revenue - subscription
Subscription services, which may include hosting services, are
considered to be a single distinct performance obligation due to
the promises stated within the contract. Revenue is recognised
evenly over the subscription period as the customer receives the
benefits of the subscription services.
Recurring IQGeo Product revenue - maintenance and support
Maintenance and support is recognised on a straight-line basis
over the term of the contract, which is typically one year. Revenue
not recognised in the consolidated income statement is classified
as deferred revenue on the consolidated statement of financial
position.
Perpetual software
Software is also sold under perpetual licence agreements. Under
these arrangements revenue is recognised at a point in time, when
the software is made available to the customer for use, provided
that all obligations associated with the sale of the licence have
been made fulfilled.
If contracts include performance obligations which result in
software being customised or altered, the software cannot be
considered distinct from the labour service. Revenue recognition is
dependent on the contract terms and assessment of whether the
performance obligation is satisfied over time. If the conditions of
IFRS 15 to recognise revenue over time are not satisfied, revenue
is deferred until the software is available for customer use,
because once software has been installed by the customer, the Group
has no further obligations to satisfy.
Demand Points revenue (Comsof products)
Annual licence revenue
For Comsof software products which are sold within an agreement
based on Demand Points and which contain an annual licence renewal,
revenue is recognised annually upfront. Hosting or associated
services within the same agreement are recognised over time. This
reflects that whilst the contractual term may extend across
multiple annual renewals, there is a trigger at the annual renewal
which if not met could cause the contract to be terminated.
Term licence revenue
For Comsof software products which are sold within an agreement
based on Demand Points, which is for a fixed period, but which does
not contain an annual licence renewal, revenue is recognised in
full upfront. Hosting or associated services within the same
agreement are recognised over time. This reflects that the customer
has the benefit of the software for the duration of the term
contract.
Services
Services revenue includes consultancy and training. Services
revenue from time and materials contracts is recognised in the
period that the services are provided on the basis of time worked
at agreed contractual rates and as direct expenses are
incurred.
Revenue from fixed price, long-term customer specific contracts
is recognised over time following assessment of the stage of
completion of each assignment at the period end date compared to
the total estimated service to be provided over the entire contract
where the outcome can be estimated reliably. If a contract outcome
cannot be estimated reliably, revenues are recognised equal to
costs incurred, to the extent that costs are expected to be
recovered. An expected loss on a contract is recognised immediately
in the consolidated income statement.
Timing of payment
Maintenance and support income and subscription income is
invoiced annually in advance at the commencement of the contract
period. Other revenue is invoiced based on the contract terms in
accordance with performance obligations. Amounts recoverable in
contracts (contract assets) relate to our conditional right to
consideration for completed performance obligations under the
contract prior to invoicing. Deferred income (contract liabilities)
relates to amounts invoiced in advance of services performed under
the contract.
Employee benefits
a. Retirement benefits
The Group operates various defined contribution pension
arrangements for its employees.
For defined contribution pension arrangements, the amount
charged to the consolidated income statement represents the
contributions payable in the period. Differences between
contributions payable in the period and contributions actually paid
are shown as either accruals or prepayments in the consolidated
statement of financial position.
b. Share-based payments
The Group issues equity-settled share-based payments to certain
employees. Vesting conditions are continuing employment.
Equity-settled share-based payments are measured at fair value at
the date of grant using an appropriate pricing model. The fair
value is expensed on a straight-line basis over the vesting period,
together with a corresponding increase in equity in the share-based
payment reserve. Non-market vesting conditions include assumptions
about the number of options expected to vest.
Non-recurring items
Non-recurring items are disclosed separately in the financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the Group. They are
material one-off items of income or expense that have been shown
separately due to the significance of their nature or amount and do
not reflect the ongoing cost base or revenue-generating ability of
the Group.
Interest income and expense
Interest income and expense is included in the consolidated
income statement on a time basis, using the effective interest
method by reference to the principal outstanding.
Tax
The tax charge or credit comprises current tax payable and
deferred tax:
a. Current tax
The current tax charge represents an estimate of the amounts
payable or receivable to or from tax authorities in respect of the
Group's taxable profits and is based on an interpretation of
existing tax laws. Taxable profit differs from profit before tax as
reported in the consolidated income statement because it excludes
certain items of income and expense that are taxable or deductible
in other years or are never taxable or deductible. Taxation
received is recognised only when it is probable that the Group is
entitled to the asset.
b. Deferred tax
Deferred income taxes are calculated using the liability method
on temporary differences. This involves the comparison of the
carrying amounts of assets and liabilities in the consolidated
financial statements with their respective tax bases. In addition,
tax losses available to be carried forward as well as other income
tax credits to the Group are assessed for recognition as deferred
tax assets. However, deferred tax is not provided on the initial
recognition of goodwill, nor on the initial recognition of an asset
or liability, unless the related transaction is a business
combination or affects tax or accounting profit.
Deferred tax liabilities are always provided in full. Deferred
tax assets are recognised to the extent that it is probable that
the underlying deductible temporary differences will be able to be
offset against future taxable income. Deferred tax assets and
liabilities are calculated, without discounting, at tax rates that
are expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the reporting
date. Deferred tax is recognised as a component of tax expense in
the consolidated income statement, except where it relates to items
charged or credited directly to other comprehensive income or
equity when it is recognised in other comprehensive income or
equity.
Business combinations
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the
liabilities incurred to the former owners of the acquiree and the
equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their provisional fair values
at the acquisition date. Fair values are reassessed during the
measurement period and updated if required. The Group recognises
any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised
amounts of the acquiree's identifiable net assets.
If the business combination is achieved in stages, the
acquisition date fair value of the acquirer's previously held
equity interest in the acquiree is remeasured to fair value at the
acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised in accordance with
IFRS 9 in the consolidated income statement. Contingent
consideration that is classified as equity is not remeasured and
its subsequent settlement is accounted for within equity.
Goodwill
Goodwill is initially measured as the excess of the aggregate of
the consideration transferred and the fair value of non-controlling
interest over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than the fair value of the
net assets of the subsidiary acquired, the difference is recognised
in profit or loss.
Goodwill arising on an acquisition of a business is the
difference between the fair value of the consideration paid and the
net fair value of the assets and liabilities acquired. Goodwill is
carried at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised as an expense
in the period in which it is incurred.
Costs relating to ongoing obligations of customer contracts are
expensed.
Development activities involve a plan or design for the
production of new or substantially improved products and processes.
Development expenditure is only capitalised if all of the following
conditions are met:
-- completion of the intangible asset is technically feasible so
that it will be available for use or sale;
-- the Group intends to complete the intangible asset and use or sell it;
-- the Group has the ability to use or sell the intangible asset;
-- the intangible asset will generate probable future economic
benefits. Among other things, this requires that there is a market
for the output from the intangible asset or for the intangible
asset itself, or, if it is to be used internally, the asset will be
used in generating such benefits;
-- there are adequate technical, financial and other resources
to complete the development and to use or sell the intangible
asset; and
-- the expenditure attributable to the intangible asset during
its development can be measured reliably.
Internally generated intangible assets, consisting mainly of
direct labour costs, are amortised on a straight-line basis over
their useful economic lives. Amortisation is shown within
administrative expenses in the consolidated income statement. The
estimated useful lives of current development projects are three
years. Upon completion the assets are subject to impairment testing
if impairment triggers are identified, based on expected future
sales.
Where no internally generated intangible asset can be
recognised, development expenditure is recognised as an expense in
the period in which it is incurred.
Other intangible assets
Intangible assets that are purchased separately, such as
software licences that do not form an integral part of related
hardware, are capitalised at cost and amortised on a straight-line
basis over their useful economic life which is typically 3
years.
Customer relationships acquired following a business combination
are amortised on a straight-line basis over their useful economic
life which is 10 years.
Brands acquired following a business combination are amortised
on a straight-line basis over their useful economic life which is 2
to 5 years.
Intellectual Property acquired following a business combination
is amortised on a straight-line basis over its useful economic life
which is 5 years.
Acquired software recognised following a business combination is
amortised on a straight-line basis over their useful economic life
which is 3 years.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment loss.
Depreciation is charged to the consolidated income statement so as
to write off the cost or valuation less estimated residual values
over their expected useful lives on a straight-line basis over the
following periods:
-- Fixtures and fittings: three to ten years, or period of the lease if shorter
-- Computer equipment: three years
Residual values and useful economic lives are assessed annually.
The gain or loss on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in operating
expenses.
Leased assets
The Group as a lessee
For any new contracts entered into, the Group considers whether
a contract is, or contains, a lease. A lease is defined as 'a
contract, or part of a contract, that conveys the right to use an
asset (the underlying asset) for a period of time in exchange for
consideration'. To apply this definition the Group assesses whether
the contract meets three key evaluations which are whether:
-- the contract contains an identified asset, which is either
explicitly identified in the contract or implicitly specified by
being identified at the time the asset is made available to the
Group
-- the Group has the right to obtain substantially all of the
economic benefits from use of the identified asset throughout the
period of use, considering its rights within the defined scope of
the contract
-- the Group has the right to direct the use of the identified
asset throughout the period of use. The Group assesses whether it
has the right to direct 'how and for what purpose' the asset is
used throughout the period of use
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use
asset and a lease liability on the consolidated statement of
financial position. The right-of-use asset is measured at cost,
which is made up of the initial measurement of the lease liability,
any initial direct costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the end of the lease,
and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line
basis from the lease commencement date to the earlier of the end of
the useful life of the right-of-use asset or the end of the lease
term. The Group also assesses the right-of-use asset for impairment
when such indicators exist.
At the commencement date, the Group measures the lease liability
at the present value of the lease payments unpaid at that date,
discounted using the interest rate implicit in the lease if that
rate is readily available or the Group's incremental borrowing
rate.
Lease payments included in the measurement of the lease
liability are made up of fixed payments (including in-substance
fixed), variable payments based on an index or rate, amounts
expected to be payable under a residual value guarantee and
payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced
for payments made and increased for interest. It is remeasured to
reflect any reassessment or modification, or if there are changes
in in-substance fixed payments.
When the lease liability is remeasured, the corresponding
adjustment is reflected in the right-of-use asset, or profit and
loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and
leases of low-value assets using the practical expedients. Instead
of recognising a right-of-use asset and lease liability, the
payments in relation to these are recognised as an expense in
profit or loss on a straight-line basis over the lease term.
On the consolidated statement of financial position,
right-of-use assets have been presented as non-current assets and
lease liabilities presented within current and non-current
liabilities.
Impairment of non-financial assets
Assets that have an indefinite useful life - for example,
goodwill - are not subject to amortisation and are tested at least
annually for impairment and whenever there is an indication that
the asset may be impaired. Assets that are subject to amortisation
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units).
Impairment losses are recognised immediately in profit or loss.
Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at
each reporting date. Where an impairment loss is reversed, it is
reversed to the extent that the increased carrying amount does not
exceed the carrying amount that would have been determined had no
impairment loss been recognised in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of the
financial instrument.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are
transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a
significant financing component and are measured at the transaction
price in accordance with IFRS 15, all financial assets are
initially measured at fair value adjusted for transaction costs
(where applicable).
Financial assets, other than those designated and effective as
hedging instruments, are classified into the following
categories:
-- amortised cost;
-- fair value through profit or loss (FVTPL); and
-- fair value through other comprehensive income (FVOCI).
The classification is determined by both:
-- the entity's business model for managing the financial asset;
and
-- the contractual cash flow characteristics of the financial
asset.
All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of
trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets
meet the following conditions (and are not designated as
FVTPL):
-- they are held within a business model whose objective is to
hold the financial assets and collect its contractual cash flows;
and
-- the contractual terms of the financial assets give rise to
cash flows that are solely payments of principal and interest on
the principal amount outstanding.
After initial recognition, these are measured at amortised cost
using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Group's cash and cash
equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial assets at fair value through profit or loss
(FVTPL)
Financial assets that are held within a different business model
other than 'hold to collect' or 'hold to collect and sell' are
categorised at fair value through profit and loss. Further,
irrespective of business model, financial assets whose contractual
cash flows are not solely payments of principal and interest are
accounted for at FVTPL.
Assets in this category are measured at fair value with gains or
losses recognised in profit or loss. The fair values of financial
assets in this category are determined by reference to active
market transactions or using a valuation technique where no active
market exists.
Trade receivables
Trade receivables are amounts due from customers for products
sold or services performed in the ordinary course of business. If
collection is expected in one year or less, they are classified as
current assets. If not, they are presented as non-current
assets.
The Group makes use of a simplified approach in accounting for
trade and other receivables as well as contract assets and records
the loss allowance as lifetime expected credit losses. These are
the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial
instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to
calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade receivables on a
collective basis as they possess shared credit risk characteristics
and they have been grouped based on the days past du e .
Classification and measurement of financial liabilities
The Group's financial liabilities include borrowings, trade and
other payables.
Financial liabilities are initially measured at fair value, and,
where applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or
loss.
Subsequently, financial liabilities are measured at amortised
cost using the effective interest method except for derivatives and
financial liabilities designated at FVTPL, which are carried
subsequently at fair value with gains or losses recognised in the
profit or loss (other than derivative financial instruments that
are designated and effective as hedging instruments).
Trade payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash
equivalents includes cash in hand, deposits held at call with banks
and other short-term highly liquid investments with original
maturities of three months or less.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
consolidated income statement over the period of the borrowings
using the effective interest method.
Share capital and share premium
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds. The
nominal value of shares issued is classified as share capital and
the amounts paid over the nominal value in respect of share issues,
net of related costs, is classified as share premium.
Share-based payment reserve
The share-based payment reserve relates to a cumulative charge
made in respect of share options granted by the Company to the
Group's employees under its employee share option plans.
Capital redemption reserve
The capital redemption reserve relates to the repurchase and
subsequent cancellation of issued ordinary share capital.
Merger relief reserve
The merger relief reserve relates to the issue of shares as
consideration for acquisitions of direct or indirect 100% owned
subsidiaries within the Group.
Translation reserve
Exchange differences relating to the translation of the results
and net assets of the Group's foreign operations from their
functional currencies to the Group's presentation currency of GBP,
are recognised directly in other comprehensive income and
accumulated in the translation reserve.
Retained earnings
Retained earnings include all current and prior period retained
profits/losses.
4 Critical accounting judgements and key sources of estimation
and uncertainty
When preparing the financial statements, management makes a
number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and
expenses.
Significant management judgements
The following are the judgements made by management in applying
the accounting policies of the Group that have the most significant
effect on the financial statements.
Capitalisation of development costs
The point at which development costs meet the criteria for
capitalisation is critically dependent on management's judgement of
the point at which technical and commercial feasibility is
demonstrable. The carrying amount of capitalised development costs
at 31 December 2022 is GBP3.8 million (2021: GBP2.5 million). After
capitalisation, management monitors whether the recognition
requirements continue to be met and whether there are any
indicators that capitalised costs may be impaired.
Revenue recognition
Significant management judgement is applied in determining the
distinct performance obligations included within contracts
involving multiple deliverables. In particular, where additional
services are sold alongside perpetual licence sales, management
must make an assessment if contracts include performance
obligations which would result in software being customised or
altered, prior to reaching a conclusion as to whether the software
can or cannot be considered distinct from the labour service.
Significant judgement is required around the duration of a licence
agreement where the contractual term extends beyond an annual
licence renewal in determining whether revenue should be recognised
over the contractual term or the licence term. In making this
judgement management consider historic practice of renewal's,
contractual termination clauses, interaction with the licence
renewal terms and enforceability of termination clauses contained
within. This includes the certainty over such revenues given the
changing nature of a customer's requirements through the lifecycle
of the products utilisation and the Group's ability to provide a
stack of products that can change through a customer's journey.
For each identified significant performance obligation
management are required to determine which obligations meet the
criteria to recognise revenue over time. As revenue from fixed
price services agreements is recognised over time, the amount of
revenue recognised in a reporting period depends on the extent to
which the performance obligation has been satisfied. This requires
an estimate of the time and value to deliver the services to be
provided, based on historical experience with similar contracts. In
a similar way, recognising revenue requires the estimated number of
hours required to complete the promised work.
Deferred tax
A deferred tax asset is recognised where the Group considers it
probable that future tax profits will be available against which
the tax credit will be utilised in the future. This specifically
applies to tax losses and to outstanding vested share options at
the statement of financial position date. In estimating the amount
of the deferred tax asset that should be recognised, the Directors
make judgements based on current budgets and forecasts about the
amount of future taxable profits and the timings of when these will
be realised.
Estimating uncertainty
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are addressed below.
Amortisation and impairment of development costs
Capitalised development costs are amortised over a three-year
period which is management's estimate of the useful lives of
current development projects. In reaching this conclusion,
management have made assumptions in respect of future customer
requirements and developments within the industry. These estimates
have a high level of uncertainty and are matters outside of
management's control.
The Group reviews capitalised development costs for indicators
of impairment annually in accordance with the accounting policy
stated in note 3. In assessing if an indication of impairment
exists management review current year sales of each product
capitalised. For the majority of products capitalised, current year
sales support management's assessment that no indication of
impairment exists. Where current year sales do not support this
conclusion, such as for new products developed, management are
required to make assumptions of the future cash flows generated
from these software products. This includes consideration of both
the current business pipeline, the expected conversion of that
pipeline and the future cash flows to be generated through
recurring revenue contracts, including the application of a
suitable discount rate.
5.1 Operating segments
Management provides information reported to the Chief Operating
Decision Maker (CODM) for the purpose of assessing performance and
allocating resources. The CODM is the Chief Executive Officer.
The business delivers software solutions that integrate 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. These
geospatial operations are reported to the CODM as a single
operating segment which includes the operations of Comsof acquired
during the year. Whist the Comsof brand will be retained as part of
the Company's product portfolio, the operations, people, sales,
development, administration and systems have all been fully
integrated into the IQGeo group and amalgamated within the existing
single operating segment
5.2 Revenue by type
The following table presents the different revenue streams of
the IQGeo Group:
Revenue by stream 2022 % of 2021 % of
GBP'000 total GBP'000 total
revenue revenue
--------- --------- ---------
Subscription 8,107 31% 3,964 29%
Maintenance and support 2,503 9% 1,787 13%
----------------------------------------------- --------- --------- --------- ---------
Recurring IQGeo product revenue 10,610 40% 5,751 42%
----------------------------------------------- --------- --------- --------- ---------
Perpetual Software 1,138 4% 2,011 15%
Demand Points Software 3,357 13% - 0%
Services 10,527 39% 5,089 36%
----------------------------------------------- --------- --------- --------- ---------
Non-recurring IQGeo product revenue 15,022 56% 7,100 51%
--------- ---------
Total IQGeo product revenue 25,632 96% 12,851 93%
Geospatial services from third party products 960 4% 998 7%
----------------------------------------------- --------- --------- --------- ---------
Total revenue 26,592 100% 13,849 100%
----------------------------------------------- --------- --------- --------- ---------
5.3 Geographical areas
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.
Non-current assets are allocated based on their physical
location.
The following table represents the Group's operational revenue
and non-current assets by geographical region:
Revenue Non-current
assets
------------------ ------------------
2022 2021 2022 2021
---------------
GBP'000 GBP'000 GBP'000 GBP'000
--------------- -------- -------- -------- --------
UK 1,133 278 9,755 2,575
Europe 1,983 275 2,920 -
USA 17,867 9,211 8,308 8,129
Canada 2,893 2,297 2 1
Japan 1,867 1,556 891 5
Rest of World 849 232 - -
--------------- -------- -------- -------- --------
Total 26,592 13,849 21,876 10,710
--------------- -------- -------- -------- --------
5.4 Information about major customers
During 2022, the Group had no customer who generated revenues of
greater than 10% of total revenue.
During 2021, the Group had no customer who generated revenues of
greater than 10% of total revenue.
6 Acquisitions
On 11th August 2022 the Group acquired 100% of the equity
instruments of Comsof NV (" Comsof "), a business based in Ghent,
Belgium, thereby obtaining control. Comsof had a wholly owned
subsidiary based in Toronto Canada, Comsof Technologies America
Ltd. Effective 1 January 2023 ownership of Comsof Technologies
America Ltd was transferred directly under IQGeo Group plc
ownership and amalgamated with IQGeo's existing Canadian subsidiary
IQGeo Solutions Canada Inc.
Comsof and contribution to the Group results
The acquisition of Comsof was concluded on 11(th) August 2022,
with 100% of the share capital acquired with the total
consideration of up to GBP11.1 million (up to EUR13.0 million) of
which assets and liabilities as shown below were acquired and
recognised, including GBP2.5 million of cash. Consideration shown
below of GBP10.5 million includes a fair value adjustment from the
GBP11.1 million total consideration above, which is expected to be
recognised as a finance charge through the consolidated income and
expenditure statement through the current year, 2023 and 2024.
GBP'000
Fair value of the consideration
transferred
Amount settled in cash 7,503
Amount settled in shares 972
Fair value of contingent consideration 2,035
Total fair value consideration 10,510
----------------------------------------- ----------
Recognised amounts of identifiable
net assets
Right of use assets 233
Intangible assets 2,834
Tangible assets 56
Total non-current assets 3,123
----------------------------------------- ----------
Cash and cash equivalents 2,515
Trade and other receivables 1,155
Total current assets 3,670
----------------------------------------- ----------
Deferred tax liability (841)
Lease obligations ( 172 )
Total non-current liabilities ( 1,013 )
----------------------------------------- ----------
Trade and other payables ( 1,738 )
Lease obligations ( 89 )
Total current liabilities ( 1,827 )
----------------------------------------- ----------
Identifiable net assets 3,953
----------------------------------------- ----------
Goodwill on acquisition 6,557
----------------------------------------- ----------
Consideration settled in cash (7,503)
Cash acquired 2,515
----------------------------------------- ----------
Net Cash outflow from acquisition (4,988)
----------------------------------------- ----------
The consideration included up to GBP2.4 million (EUR3.0 million)
as contingent consideration based on the achievement of contract
awards to agreed Demand point values and subsequent collection of
cash in settlement of the first year's invoice values. At 31
December 2022, all contingent consideration was expected to be
settled - 50% by April 2023 and 50% by March 2024 (and is subject
to discount in the values recognised to reflect the timing of cash
flows). The discounted consideration at 31 December 2022 is
included within current liabilities (GBP1.2 million) and
non-current liabilities (GBP1.0 million).
Contingent consideration was discounted on recognition in the
current year with GBP0.2 million recognised as interest expense
during the year 2022.
Funding for the acquisition was predominantly from cash reserves
with GBP7.5 million (EUR8.85 million) in cash and GBP1.0 million
(EUR1.15 million) through the issue of 777,657 new 2p ordinary
shares at GBP1.25 per share. GBP3.5 million gross funds were raised
in support of the acquisition through a placing of 2.8 million 2p
ordinary shares at GBP1.25 each. Post acquisition the Comsof
business, comprising the Belgium based parent and a Canadian based
subsidiary contributed GBP4.8 million of revenue, generating (after
Group charges) GBP 1. 2 million adjusted EBITDA.
OSPI
On 21 December 2020 the Group acquired 100% of the equity
instruments of OSPInsight International Inc. ('OSPI'), a business
based in Utah, USA, thereby obtaining control. The acquisition of
OSPI was completed in December 2020. The acquisition included
deferred consideration which was satisfied in December 2021 by cash
payment of GBP0.58 million and the issue of 173,446 ordinary 2p
shares of IQGeo Group plc.
The purchase agreement included additional consideration of up
to GBP0.80 million subject to achievement of defined levels of
recurring revenue invoicing and subsequent cash collection of those
invoices during the year ended 31 December 2021. This earn out was
settled in full in the year with a cash payment of GBP0.63 million
and 160,266 2p ordinary shares issued in February 2022 as final
settlement of all outstanding consideration.
7 Assets held for sale
There were no assets held for sale in the year or at 31 December
2021. During January 2021 the Group entered an agreement for and
completed the sale of Abyssinian Topco Limited for a consideration
of GBP2.5 million, an asset which had been held for sale at 31
December 2020. The sale resulted in no gain or loss being recorded
in the consolidated income statement in 2021.
8 Employee information
8.1 Employee numbers
The number of people as at 31 December and the average monthly
number of people employed during the year, including Executive
Directors, was:
Actual number Average monthly
of people as number of people
at 31 December in the year
------------------ --------------------
By activity 2022 2021 2022 2021
------------------------
Number Number Number Number
------------------------ -------- -------- --------- ---------
Technical consultants 68 34 47 34
Sales & marketing 54 35 44 33
Research & development 41 21 29 23
Administration 17 12 15 11
------------------------ -------- -------- --------- ---------
180 102 135 101
------------------------ -------- -------- --------- ---------
By geography 2022 2021 2022 2021
------------------------
Number Number Number Number
------------------------ -------- -------- --------- ---------
United Kingdom 36 22 31 21
Europe 43 2 19 3
North America 95 74 80 73
Asia 6 4 5 4
------------------------ -------- -------- --------- ---------
180 102 135 101
------------------------ -------- -------- --------- ---------
8.2 Employee benefits
The aggregate employee benefit expense, including Executive
Directors, comprised:
2022 2021
-------------------------------------------------
GBP'000 GBP'000
----------------------------------------------- -------- --------
Wages and salaries 14,434 10,822
Social security costs 1,161 700
Contributions to defined contribution pension
arrangements 433 337
Share-based payments 303 282
------------------------------------------------- --------
Total aggregate employee benefits 16,331 12,141
------------------------------------------------- -------- --------
9 Finance income and costs
2022 2021
GBP'000 GBP'000
------------------------------------------------------------ -------- --------
Interest income from cash and cash equivalents - 7
------------------------------------------------------------ -------- --------
Finance income - 7
------------------------------------------------------------ -------- --------
Bank loan interest - -
Interest expense for lease arrangements (95) (88)
Interest expense for contingent and deferred consideration (193) (86)
--------
Finance costs (288) (174)
------------------------------------------------------------ -------- --------
Net finance costs (288) (167)
------------------------------------------------------------ -------- --------
10 Loss before tax: analysis of expenses by nature
10.1 Expenses by nature
The following items have been charged / (credited) to the
consolidated income statement in arriving at a gain before tax:
Notes 2022 2021
------------------------------------- ------
GBP'000 GBP'000
------------------------------------- ------ --------- --------
Amortisation of capitalised
development and software costs 13 1,686 1,267
Amortisation of acquired intangible
assets 13 555 389
Depreciation of owned property,
plant and equipment 14 99 73
Depreciation of right of use
assets 15 348 242
Lease rental charges - land
and buildings 20 95 248
Development costs expensed 1,022 584
Net foreign currency expense 378 40
Unrealised foreign exchange
losses on intercompany trading
balances (574) 42
Non-recurring items expense
/ (credit) 10.2 1,007 (550)
------------------------------------- ------ --------- --------
10.2 Non-recurring items
2022 2021
-------------------------------------------------------------
GBP'000 GBP'000
--------------------- -------------------------------------- -------- --------
Waiver of loan - (592)
Acquisition costs 1,007 42
Total non-recurring
items 1,007 (550)
----------------------------------------------------------------- -------- --------
Acquisition costs
On 11(th) August 2022 the Group acquired Comsof NV. Costs of
acquisition and business integration have been expensed during the
year as non-recurring items.
Waiver of loan
In April 2020, IQGeo America Inc, a subsidiary of IQGeo Group
plc, applied for and received a loan of $819,000 under the USA
CARES Act's "Paycheck Protection Program" in order to support the
USA operations during the uncertainty caused by the impact of the
global Covid-19 pandemic. The loan was provided by HSBC Bank USA
and accrued interest at a rate of 1.0% p.a. In June 2021, the loan
was forgiven by the US Small Business Administration along with
interest accrued. The waiver of the loan resulted in a credit to
the income statement which was recognised during 2021.
10.3 Auditor's remuneration
During the year, the Group (including its overseas subsidiaries)
obtained the following services from the Company's auditor and its
associates:
2022 2021
GBP'000 GBP'000
-------------------------------------------------------- --------------- --------
Fees payable to the Group's auditor for the audit
of:
Parent Company and consolidated financial statements 129 91
Financial statements of subsidiaries, pursuant to
legislation 17 12
Total audit fees 146 103
-------------------------------------------------------- --------------- --------
Fees payable to the Group's auditor for other services:
Tax advisory 28 28
Audit-related assurance services 18 16
Tax compliance services 12 26
Total non-audit fees 58 70
-------------------------------------------------------- --------------- --------
Total auditor's remuneration 204 173
-------------------------------------------------------- --------------- --------
The auditor of IQGeo Group plc is Grant Thornton UK LLP.
11 Income tax
11.1 Income tax recognised in the consolidated income
statement
2022 2021
GBP'000 GBP'000
--------------------------------------------------- ------------ --------
Current tax
Corporation tax (862) (746)
Adjustment in respect of prior year - (2)
Foreign tax - 2
--------------------------------------------------- ------------ --------
Total current tax credit (862) (746)
--------------------------------------------------- ------------ --------
Deferred tax
Origination and reversal of temporary differences (39) (66)
--------------------------------------------------- ------------ --------
Total deferred tax charge (39) (66)
--------------------------------------------------- ------------ --------
Total income tax credit for the year (901) (812)
--------------------------------------------------- ------------ --------
The tax credit differs from the standard rate of corporation tax
in the UK for the year of 19% in 2022 (2021:19%) for the following
reasons:
2022 2021
----------------------------------------------------
GBP'000 GBP'000
---------------------------------------------------- --------------------- --------
Loss before tax (1,814) (2,741)
Loss before tax multiplied by the standard rate
of corporation tax
in the UK of 19% (2021: 19%) (345) (521)
Tax effects of:
Expenses not deductible for tax purposes 696 382
Income not chargeable for tax purposes - (112)
Additional overseas tax deduction (92) (28)
Utilisation of previously unrecognised tax losses (19) (364)
Unrecognised deferred tax movements (664) 435
Tax (overprovided) in prior years - (2)
Research & development tax (credits) - prior years (431) (570)
Difference on tax treatment of share options -
unrecognised 58 54
Differential on overseas tax rates (104) (86)
----------------------------------------------------
Total income tax (credit) (901) (812)
---------------------------------------------------- --------------------- --------
During the current and prior year IQGeo UK Limited has and
intends to submit claims for UK Research & Development tax
credit relief ("R&D tax claim") under the HMRC SME scheme.
IQGeo elects to receive a cash refund for this claim at this time
at a discounted rate of 14.5%. The funds were received during 2022
for the 2021 claim which was agreed by HMRC at a higher level than
provided at 31 December 2021. As 31 December 2022, the Group
financial statements reflect an asset for the cash amount estimated
to be receivable in respect of the 2022 financial year, The 2022
and 2021 consolidated income statement reflects both the tax credit
for the 2021 financial year and an additional estimate for a claim
which will be submitted during 2023 in respect of the 2022
financial year. IQGeo Europe NV claims R&D tax grants through
the Belgium tax authorities which has the effect of reducing the
tax payable in each year of claim.
Other tax matters
During the current year, notification was received that a
potential tax claim has been issued by a foreign tax authority
relating to the sale of the RTLS business in 2018. A tax audit in
this regard is currently in progress which the Company is a party
to. As the outcome remains uncertain, it is not practical to
estimate the potential claim on the acquiror or any subsequent
effect of such claims on the Group.
11.2 Factors that may affect future tax charges
The Group has tax losses of GBP18.0 million (2021: GBP18.0
million) that are available for offset against future taxable
profits of those subsidiary companies in which the tax losses
arose. Deferred tax assets have not been recognised in respect of
these losses as they may not be used to offset taxable profits
elsewhere in the Group, and they have arisen in subsidiaries whose
future taxable profits are uncertain. No deferred tax has been
recognised on the unremitted earnings of overseas subsidiaries,
because the earnings are continually reinvested by the Group and no
tax is expected to be payable on them in the foreseeable
future.
The deferred tax balances have been measured at 25%, based on
the expected UK tax rate as at April 2023 (2021: 25%).
11.3 Deferred tax
The movement in deferred tax in the consolidated statement of
financial position during the year is as follows:
Deferred income tax assets Deferred income tax liabilities
---------------------------- ---------------------------------
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------- ------------- ---------------- ---------------
At 1 January 630 285 (630) (351)
Deferred tax liability recognised
on acquisition - - (841) -
Deferred tax charged to the
income statement 307 345 (268) (279)
At 31 December 937 630 (1,739) (630)
---------------------------------- ------------- ------------- ---------------- ---------------
The components of deferred tax included in the consolidated
statement of financial position are as follows:
2022 2021
GBP'000 GBP'000
-------------------------------------------------------- -------- --------
Deferred tax liability on development costs capitalised (937) (630)
Deferred tax liability recognised on acquisition
of intangible assets (802) -
Deferred tax asset on losses 937 630
Total net deferred tax liabilities (802) -
-------------------------------------------------------- -------- --------
Deferred tax assets have not been recognised in respect of the
following amounts because it is not probable that future taxable
profits will be available against which the Group can utilise the
benefits:
2022 2021
GBP'000 GBP'000
--------------------------------------------------- -------- --------
Tax losses carried forward 3,529 4,062
Equity-settled share options temporary differences 906 230
--------------------------------------------------- -------- --------
Total unrecognised deferred tax assets 4,435 4,292
--------------------------------------------------- -------- --------
12 Earnings / (Loss) per share (EPS)
2022 2021
----------------------------------- ------- --------
Earnings attributable to ordinary
shareholders
Loss from operations (GBP'000) (913) (1,929)
------------------------------------- ------- --------
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic EPS ('000) 58,816 57,314
Effect of dilutive potential
ordinary shares:
- Share options ('000) 6,411 2,416
------------------------------------- ------- --------
Weighted average number of
ordinary shares for the purposes
of diluted EPS ('000) 67,850 59,730
------------------------------------- ------- --------
EPS
Basic and diluted EPS (pence) (1.6) (3.2)
------------------------------------- ------- --------
Basic earnings per share is calculated by dividing loss 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 all dilutive
share options and warrants outstanding at the end of the year.
Options have no dilutive effect in loss-making years and are
therefore not classified as dilutive for EPS since their conversion
to ordinary shares does not decrease earnings per share or increase
loss per share.
The Group also presents an adjusted diluted earnings per share
figure which excludes amortisation of acquired intangibles,
share-based payments charge, unrealised foreign exchange
gains/(losses) on intercompany trading balances and non-recurring
items from the measurement of loss for the period.
2022 2021
Notes GBP'000 GBP'000
-------------------------------------------- ------ -------- --------
Earnings for the purposes of diluted
EPS, being net loss attributable
to equity holders of the parent
company (913) (1,929)
-------------------------------------------- ------ -------- --------
Adjustments:
Amortisation and impairment of
acquired intangible assets 555 389
Reversal of share-based payments
charge 303 282
Unrealised foreign exchange (gains)/losses
on intercompany trading balances (574) 42
Reversal of non-recurring items 10 1,007 (550)
-------------------------------------------- ------ -------- --------
Net adjustment 1,291 163
-------------------------------------------- ------ -------- --------
Adjusted earnings / (loss) (GBP'000) 378 (1,766)
-------------------------------------------- ------ -------- --------
Adjusted diluted EPS (pence) 0. 6 (3.1)
-------------------------------------------- ------ -------- --------
The adjusted EPS information is considered to provide an
alternative representation of the Group's trading performance and
in particular, it excludes non-recurring items. Options have no
dilutive effect in loss-making years.
13 Intangible assets
On 11(th) August 2022, the Group acquired Comsof, a business
based in Belgium and Canada , thereby obtaining control. Goodwill,
acquired customer relationships, acquired software products and
acquired brands have been recognised following the business
combination.
Management have undertaken a detailed review of the future cash
flows which are anticipated to be generated from the Comsof and
OSPI business acquired and following a successful integration
during 2022 for Comsof and OSPI in 2021. With the continued
expectation of growth and profitability, management have concluded
that no impairment is required to Goodwill as at 31 December 2022.
Management have projected cash flows to 2026 and then applied a
terminal growth rate of 1% to future periods. The key underlying
assumption is that the acquired Comsof and OSPI business will
continue to add additional annual revenue and recurring revenue
contracts through subscription and demand point sales at a rate
consistent to that achieved in 2022. A discount rate of 12% has
been applied to future cash flows. No reasonably possible changes
to the assumptions would lead to an impairment. Management believe
the assumptions used after considering the market factors are
appropriate.
Capitalised product development costs relate to expenditure that
can be applied to a plan or design for the production of new or
substantial improvements to software products. Management have
assessed the underlying products capitalised to identify if any
indicators of impairment exist. Where an indication of impairment
does exist, management have completed impairment reviews through
estimating the future discounted cash flows to be generated from
these assets and concluded that no impairment is required as the
discounted cash inflows exceeded the carrying value of the asset as
at the year end.
The intangible assets include those acquired with the Comsof
business including goodwill, acquired software products, acquired
brands and acquired customer relationships. Values have been
recognised from a valuation conducted by external experts as shown
in note 13.
Amortisation for capitalised product development costs is 3
years. Software assets represent assets purchased from third
parties.
13 Intangible
assets
Goodwill Acquired Acquired Acquired Capitalised Software Total
Customer Software Brands Product
relationships Products Development
Costs
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
Cost
As at January
2021 7,373 2,072 470 56 8,826 126 18,923
Additions - - - - 1,905 2 1,907
Effect of movements
in exchange rates 35 21 4 1 - - 61
At 31 December
2021 7,408 2,093 474 57 10,731 128 20,891
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
Additions - - - - 2,888 12 2,900
Additions as a
result of acquisition 6,557 1,954 606 274 - - 9,391
Effect of movements
in exchange rates 521 216 - - - - 737
At 31 December
2022 14,486 4,263 1,080 331 13,619 140 33,919
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
Accumulated amortisation
As at January
2021 (2,970) - - - (6,983) (68) (10,021)
Charge for the
year - (206) (155) (28) (1,225) (42) (1,656)
Effect of movement
in exchange rates - (3) (3) (1) - - (7)
At 31 December
2021 (2,970) (209) (158) (29) (8,208) (110) (11,684)
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
Charge for the
year - (293) (213) (49) (1,668) (18) (2,241)
Effect of movements
in exchange rates - - 33 2 - - 35
At 31 December
2022 (2,970) (502) (338) (76) (9,876) (128) (13,890)
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
Net book value
At 31 December
2022 11,516 3,761 742 255 3,743 12 20,029
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
At 31 December
2021 4,438 1,884 316 28 2,523 18 9,207
-------------------------- --------- --------------- ---------- --------- ------------- --------- ---------
14 Property, plant and equipment
Fixtures Computer Leasehold Total
and fittings equipment improvements
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------------- ----------- -------------- --------
Cost
At 1 January 2021 163 193 - 356
Effect of movements in exchange rates 2 1 - 3
Additions - 72 - 72
Disposals - (26) - (26)
--------------------------------------- -------------- ----------- --------------
At 31 December 2021 165 240 - 405
--------------------------------------- -------------- ----------- -------------- --------
Effect of movements in exchange rates 18 19 - 37
Additions - 170 - 170
Additions on acquisition - 61 73 134
--------------------------------------- -------------- ----------- -------------- --------
At 31 December 2022 183 490 73 746
--------------------------------------- -------------- ----------- -------------- --------
Accumulated depreciation
At 1 January 2021 (40) (149) - (189)
Effect of movements in exchange rates (1) (1) - (2)
Charge for the year (33) (40) - (73)
Disposals - 26 - 26
--------------------------------------- -------------- ----------- --------------
At 31 December 2021 (74) (164) - (238)
--------------------------------------- -------------- ----------- -------------- --------
Effect of movements in exchange rates (9) (12) - (21)
Charge for the year (30) (66) (3) (99)
Transfer on acquisition - (23) (55) (78)
--------------------------------------- -------------- ----------- -------------- --------
At 31 December 2022 (113) (265) (58) (436)
--------------------------------------- -------------- ----------- -------------- --------
Net book value
At 31 December 2022 70 225 15 310
--------------------------------------- -------------- ----------- -------------- --------
At 31 December 2021 91 76 - 167
--------------------------------------- -------------- ----------- -------------- --------
15 Right of use assets
Details of the Group's right-of-use assets and their carrying
amount are as follows:
2022 2021
---------------------------------------
GBP'000 GBP'000
--------------------------------------- -------- --------
Cost
At 1 January 1,793 1,775
Effect of movements in exchange rates 227 18
Additions 93 -
Lease acquired on acquisition 233 -
Disposal (80) -
Cost at 31 December 2,266 1,793
--------------------------------------- -------- --------
Amortisation
At 1 January (457) (208)
Effect of movements in exchange rates (61) (7)
Charge for the year (348) (242)
Disposal 80 -
Amortisation at 31 December (786) (457)
--------------------------------------- -------- --------
Net book amount at 31 December 1,480 1,336
--------------------------------------- -------- --------
16 Trade and other receivables
2022 2021
---------------------------------------
Notes GBP'000 GBP'000
--------------------------------------- ------ -------- --------
Cost
Trade receivables, gross 9,930 3,570
Allowances for expected credit losses 16.1 (244) (250)
--------------------------------------- ------ --------
Trade receivables, net 16.2 9,686 3,320
Amounts recoverable on contracts 303 943
Other receivables 132 77
Prepayments 943 611
VAT and taxation receivable - 74
--------------------------------------- ------ -------- --------
Total trade and other receivables 11,064 5,025
--------------------------------------- ------ -------- --------
All amounts disclosed are short term. The carrying value of
trade receivables is considered a reasonable approximation of fair
value. Expected credit losses are not material.
The following disclosures are in respect of trade receivables
that are either impaired or past due. The individually impaired
receivables mainly relate to customers who are in unexpectedly
difficult economic situations and are assessed on a
customer-by-customer basis following detailed review of the
particular circumstances. To the extent they have not been
specifically provided against, the trade receivables are considered
to be of sound credit rating.
16.1 Movement in allowance for expected credit losses
2022 2021
-----------------------------------------------------
GBP'000 GBP'000
----------------------------------------------------- -------- --------
At 1 January (250) (31)
Allowance released / (provided) 6 (219)
As 31 December (244) (250)
----------------------------------------------------- -------- --------
16.2 Ageing past due but not impaired receivables
2022 2021
GBP'000 GBP'000
----------------------------------------------------- -------- --------
Neither past due nor impaired 1,736 2,765
0 to 90 days overdue 7,042 541
More than 90 days overdue 908 14
Total 9,686 3,320
----------------------------------------------------- -------- --------
17 Cash and cash equivalents
2022 2021
GBP'000 GBP'000
-------------------------- ---------------- --------
Cash at bank and in hand 8,055 11,499
-------------------------- ---------------- --------
Cash and cash equivalents 8,055 11,499
-------------------------- ---------------- --------
Cash at bank earns interest at floating rates based on daily
bank overnight deposit rates. Short-term cash deposits earn
interest at fixed rates for the term of the deposit.
The composition of cash and cash equivalents by currency is as
follows:
17 Cash and cash equivalents
2022 2021
By currency GBP'000 GBP'000
--------------------------- ---------------------------------------------------- --------
British Pound (GBP) 1,630 8,917
Euro (EUR) 2,910 54
US Dollar (USD) 1,814 585
Japanese Yen (JPY) 912 813
Canadian Dollar (CAD) 789 1,130
Cash and cash equivalents 8,055 11,499
--------------------------- ---------------------------------------------------- --------
18 Trade and other payables
Notes 2022 2021
GBP'000 GBP'000
-------------------------------------- ------ -------- --------
Trade and other payables due
within 1 year:
Deferred income 7,450 4,501
Trade payables 1,247 458
Trade accruals 5,371 2,339
Other taxation and social security 866 452
Other payables 72 33
Contingent acquisition consideration 6 1,211 796
Total trade and other payables
due within 1 year 16,217 8,579
-------------------------------------- ------ -------- --------
Trade and other payables due
after 1 year:
Contingent acquisition consideration 6 996 -
Trade and other payables due
after 1 year 996 -
-------------------------------------- ------ -------- --------
Total trade and other payables 17,213 8,579
-------------------------------------- ------ -------- --------
The carrying value of trade payables is considered a reasonable
approximation of fair value which includes a fair value discount on
the contingent consideration relating to the Comsof acquisition of
GBP0.2 million,see note 6.
19 Bank overdraft
During 2022 an overdraft facility of GBP3.0 million was agreed
with HSBC, the Groups bank, as a contingent arrangement around the
acquisition of Comsof NV. The facility was not drawn down and has
now lapsed. Security in the form of a group debenture and was put
in place to facilitate this. The security remains in place at 31
December 2022 to facilitate additional funding options for the
Group.
20 Lease obligation
The Group has measured lease liabilities at the present value of
the remaining lease payments, discounted using the Group's
incremental borrowing rate at the date of initial application.
Details of the Group's liability in respect of right-of-use
assets and their carrying amount are as follows:
2022 2021
---------------------------------------------
GBP'000 GBP'000
--------------------------------------------- -------- --------
At 1 January 1,680 1,846
Effect of movements in exchange rates 211 15
New leases entered into during the year 93 -
Lease related to acquisition 261 -
Finance costs incurred 95 88
Payments made during the year (444) (269)
--------------------------------------------- -------- --------
At 31 December 1,896 1,680
--------------------------------------------- -------- --------
Presented as:
Lease liability payable within 1 year 417 246
Lease liability payable in more than 1 year 1,479 1,434
--------------------------------------------- -------- --------
At 31 December 1,896 1,680
--------------------------------------------- -------- --------
At 31 December 2022, the lease liability consists of GBP1.9
million of lease payment commitments including:
Following the acquisition of Comosf NV, a nine year lease was
acquired on the existing office premises in Ghent. with the
remaining term running to 2024. A number of motor vehicles were
acquired on lease commitments, typically between three and five
years duration.
The lease liability consists of GBP0.24 million of lease
payments after deduction of GBP18,000 thousand of future finance
charges.
The Group commenced has a seven-year lease running to February
2028 on office premises in Denver.
The OSPI business ceased operating from premises in Utah in the
year, the lease commitments ceased on 31 December 2022.
Leases as lessee
The Group maintains short-term office rental agreements within
Germany, Japan, Canada, the US (Utah - released 31 December 2022)
and the UK. The leases entered into are 12 months or less and the
Group has elected to apply the practical expedient permitted under
IFRS 16 to not recognise a right-of-use asset and lease liability
in respect of these leases due to their short-term nature. The 2022
operating expense presented within the consolidated income
statement includes GBP0.3 million of rent expense in respect of
these leases. The future obligations for the new short-term leases
are reported within the table below.
The Group enters into these arrangements as these are a
cost-efficient way of obtaining the short-term benefits of these
assets.
The Group's future aggregate minimum lease payments under
non-cancellable short-term leases are as follows:
Land Land
and buildings and buildings
2022 2021
GBP'000 GBP'000
No later than one year 177 178
------------------------ --------------- ---------------
Total 177 178
------------------------ --------------- ---------------
The above table reflects the committed cash payments under
short-term leases, rather than the expected charge to the
consolidated income statement in the relevant periods.
21 Share capital and premium
The Company has one class of ordinary shares which carry no
right to fixed income.
Where shares have been issued as part of the consideration for
the acquisition of OSPI by IQGeo America Inc and Comsof NV, excess
proceeds over nominal value are recognised in a merger relief
reserve.
Ordinary Share capital Share premium Merger Total
shares relief
of GBP0.02 reserve
each
No.of GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January 2021 57,312,252 1,146 22,494 739 24,379
Issued under share-based
payment plans 29,998 1 13 - 14
Issued as part consideration
for acquisition 173,446 3 - 220 223
Balance at 31 December 2021 57,515,696 1,150 22,507 959 24,616
Issued under share-based
payment plans 184,998 4 109 - 113
Issue of shares - acquisition
(Comsof) - - - 957 957
Issued on placing to institutional
investors - legal fees - - (95) - (95)
Issued on placing to institutional
investors 2,800,000 56 3,444 - 3,500
Issued as part consideration
for acquisition 937,923 16 - - 16
Deferred consideration -
OSPI - 3 - 237 240
Balance at 31 December 2022 61,438,617 1,229 25,965 2,153 29,347
22 Final Results Announcement
This final results announcement, which has been agreed with the
auditors, was approved by the Board of Directors on 24 March 2023.
It is not the Group's statutory accounts for the year ended 31
December 2022 within the meaning of section 435 of the Companies
Act 2006 but is extracted from those financial statements. Copies
of the Group's audited statutory accounts for the year ended 31
December 2022 will be available at the Company's website,
www.iqgeo.com, promptly after the release of this preliminary
announcement and a printed version will be dispatched to
shareholders shortly. Copies will also be delivered to the
registrar of Companies following the Annual General Meeting.
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FR PPUCAWUPWGPA
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