14 Sep 2023 07:00
14 September 2023
This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Location Sciences Group PLC
("Location Sciences" or the "Company" or the "Group")
Interim Results for the six months ended 30 June 2023
Location Sciences (AIM: LSAI), the leading location data insight and verification company, announces its interim results for the six months ended 30 June 2023.
CHAIRMAN'S REPORT FOR THE PERIOD ENDED 30 JUNE 2023
Introduction
The most significant development for Location Sciences during the period was the announcement in June this year that the Company had entered exclusive non-binding heads of terms regarding a potential acquisition of the entire issued share capital of Sorted Holdings Limited ("Sorted") for a nominal consideration of £1.00 (the "Proposed Acquisition"). The Location Sciences team is working hard to complete the proposed acquisition and expects this to occur during the final quarter of the year.
Sorted is a provider of delivery experience software which serves leading ecommerce retailers - from large, global enterprises to smaller, independent start-ups. The Sorted delivery platform has three core propositions:
• Ship - carriage management, carriage allocation and ecommerce checkout optimisation.
• Track - post-purchase parcel tracking and customer communications; and
• Return - refunds and exchanges management.
Contemporaneus with signing the heads of terms regarding the Proposed Acquisition, the Company also entered into a secured convertible bridge loan agreement with Sorted to lend it up to £2.6 million. As at 30 June 2023, £600,000 of this loan had been drawn down by Sorted.
Trading performance
Unaudited revenues for the six months ended 30 June 2023 were £33,765, compared to underlying revenues of £46,408 in H1 2022, representing a decrease of 27%.
Administration expenses were £150,716 in H1 2023 compared to £489,552 in H1 2022. The decrease of 69% in administration expenses is mainly due to the impact of fee shares to the non-executive directors not being issue in the period. Cash costs have been reduced during the period, with overhead reductions being implemented by the Board.
The EBITDA loss for the six months to 30 June 2023 was £126,948, representing a decrease of 65% on the EBITDA loss in the six months to 30 June 2022 of £362,809.
Loss before tax for the six months to 30 June 2023 was £232,528, representing a decrease of 53% on the loss before tax in the six months to 30 June 2022 of £492,353.
Outlook
The Board is excited with the potential that the acquisition of Sorted should provide to Location Sciences and will update the Company's shareholders in due course.
Simon Wilkinson
Chairman
LOCATION SCIENCES GROUP PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 30 JUNE 2023
Note | Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ | |
Revenue | 4 | 33,765 | 145,430 | 110,856 |
Cost of sales | (9,997) | (18,686) | (29,358) | |
Gross profit | 23,768 | 126,743 | 81,498 | |
Grant income | - | - | - | |
Other income | - | - | - | |
Administrative expenses | (150,716) | (489,552) | (723,149) | |
Amortisation and depreciation | (108,391) | (130,524) | (259,335) | |
Exceptional administrative expenses | - | - | 42,040 | |
Operating loss | 4 | (235,339) | (493,333) | (858,946) |
Finance income | 2,801 | 980 | 8,368 | |
Finance expense | - | - | - | |
Loss before tax | (232,538) | (492,353) | (850,578) | |
Taxation | - | - | - | |
Loss for the financial year from continuing operations | (232,538) | (492,353) | (850,578) | |
Discontinued Operations | ||||
Loss for the year from discontinued operations | - | - | 92,357
| |
Loss for the financial year | (232,528) | (492,353) | (758,221) |
Earnings per share | |||
Loss per share - basic and diluted | (0.01p) | (0.02p) | (0.029p) |
The above results were derived from continuing operations.
LOCATION SCIENCES GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2023
Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ | |
Loss for the year | (232,538) | (492,353) | (758,221) |
Foreign currency translation losses | - | - | - |
Total comprehensive income for the year attributable to owners of the company | (232,538) | (492,353) | (758,221) |
LOCATION SCIENCES GROUP PLC
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2023
Note | 30 June 2023 Unaudited £ | 30 June 2022 Unaudited £ | 31 December 2022 Audited £ | |
Non-current assets | ||||
Intangible assets | 26,282 | 406,967 | 134,674 | |
Property, plant and equipment | - | - | - | |
26,282 | 406,967 | 134,674 | ||
Current assets | ||||
Trade and other receivables | 168,085 | 259,564 | 228,072 | |
Bridge loan - Sorted drawdown | 600,000 | - | - | |
Current tax asset | - | 113,871 | - | |
Cash and cash equivalents | 3,498,243 | 4,227,685 | 4,125,571 | |
4,266,328 | 4,601,120 | 4,353,643 | ||
Current liabilities | ||||
Trade and other payables | (194,695) | (202,088) | (157,864) | |
(194,695) | (202,088) | (157,864) | ||
Net current assets | 4,097,915 | 4,399,032 | 4,195,778 | |
Net assets | 4,097,915 | 4,805,999 | 4,330,453 | |
Capital and reserves | ||||
Called up share capital | 5 | 16,340,507 | 16,340,507 | 16,340,507 |
Share premium reserve | 20,088,118 | 20,088,118 | 20,088,118 | |
Merger relief reserve | 11,605,556 | 11,605,556 | 11,605,556 | |
Capital reserve | 209,791 | 209,791 | 209,791 | |
Other reserves | (9,225,108) | (9,225,108) | (9,225,108) | |
Equity Reserve | 1,135,319 | 1,135,319 | 1,135,319 | |
Retained earnings | (36,056,268) | (35,348,184) | (35,823,730) | |
Total equity | 4,097,915 | 4,805,999 | 4,330,453 |
LOCATION SCIENCES GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2023 EQUITY ATTRIBUTABLE TO THE PARENT COMPANY
Share capital £ |
Share premium £ | Merger relief reserve £ |
Capital reserve £ | Reverse acquisition reserve £ | Equity reserve £ | Retained earnings £ |
Total £ | |
At 1 January 2022 | 16,298,007 | 20,034,993 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (34,879,987) | 5,178,571 |
Loss for the period | - | - | - | - | - | - | (492,353) | (492,353) |
Other comprehensive income | - | - | - | - | - | - | - | - |
Issue of shares | 42,500 | 53,125 | - | - | - | - | - | 95,625 |
Share based payments | - | - | - | - | - | - | 24,156 | 24,156 |
At 30 June 2022 | 16,340,507 | 20,088,118 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (35,348,184) | 4,805,999 |
At 1 January 2022 | 16,298,007 | 20,034,993 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (34,879,987) | 5,178,571 |
Loss in year | - | - | - | - | - | - | (758,221) | (758,221) |
Other Comprehensive Income | - | - | - | - | - | - | (758,221) | (758,221) |
Issues of shares | 42,500 | 53,125 | - | - | - | - | - | 95,625 |
Warrants issued | - | - | - | - | - | - | - | - |
Share based payments | - | - | - | - | - | - | (185,522) | (185,522) |
At 31 December 2022 | 16,340,507 | 20,088,118 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (35,823,730) | 4,330,453 |
At 1 January 2023 | 16,340,507 | 20,088,118 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (35,823,730) | 4,330,453 |
Loss for the period | - | - | - | - | - | - | (232,538) | (232,528) |
Other comprehensive income | - | - | - | - | - | - | - | - |
Issue of shares | - | - | - | - | - | - | - | - |
Share based payments | - | - | - | - | - | - | - | - |
At 30 June 2023 | 16,340,507 | 20,088,118 | 11,605,556 | 209,791 | (9,225,108) | 1,135,319 | (36,056,258) | 4,097,915 |
LOCATION SCIENCES GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2023
Note | Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ |
Cash flows from operating activities | |||
Loss for the year from continuing activities | (232,538) | (492,353) | (850,758) |
Loss for the year from discontinued activities | - | - | 92,537 |
Adjustments to cash flows from non-cash items: | |||
Depreciation and amortisation | 108,391 | 130,524 | 259,335 |
Impairment charge | - | - | 143,482 |
Foreign exchange (gains) / losses | - | - | - |
Finance income | (2,801) | (980) | (8,368) |
Finance costs | - | - | - |
Share based payment transactions | - | 24,156 | (185,522) |
Income tax expense | - | - | - |
Up lift in fair value of directors' fees | - | 10,625 | 10,625 |
Shares issued other than for cash | - | 85,000 | 85,000 |
(126,948) | (243,028) | (453,669) | |
Working capital adjustments | |||
Decrease in trade debtors | 59,987 | 71,995 | 103,487 |
Bridging Loan drawdown | (600,000) | - | - |
Increase in trade creditors | 36,830 | 18,913 | (25,310) |
Cash used in operations | (503,183) | (152,120) | (375,492) |
Income taxes received | - | - | 113,871 |
Net cash used in operating activities | (630,131) | (152,120) | (261,622) |
Cash flows from investing activities | |||
Interest received | 2,801 | 980 | 8,368 |
Disposals of discontinued operations | - | - | - |
Acquisitions of tangible assets | - | - | - |
Acquisition of intangible assets | - | - | - |
Net cash used in investing activities | 2,801 | 980 | 8,368 |
Cash flows from financing activities | |||
Proceeds from issue of ordinary shares, net of issue costs |
- |
- |
- |
Net cash generated from financing activities | - | - | - |
Net (decrease)/increase/ in cash and cash equivalents |
(627,328) | (253,254) | (253,254) |
Cash and cash equivalents at beginning of period |
4,125,571 | 4,378,825 | 4,378,825 |
Cash and cash equivalents at end of period | 3,498,243 | 4,227,685 | 4,125,571 |
Note | Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ |
Non-cash financing activities | |||
Share warrants exercised in period | - | - | - |
Fees settled by share issues | - | - | - |
Directors' fees settled by share issues | - | 95,625 | 95,625 |
LOCATION SCIENCES GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2023
1 General information
Location Sciences Group PLC and its subsidiary Location Sciences AI Limited (together the "Group") provide location verification services, utilising sophisticated machine learning and pattern recognition technologies Verify detects location ad-fraud and checks the accuracy and quality of location signals used to improve the performance of digital advertising.
The Company is a public limited company which is quoted on the AIM market of the London Stock Exchange and is incorporated and domiciled in the United Kingdom.
2 Basis of preparation
The financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The accounting policies adopted are consistent with those of the financial statements for the year ended 31 December 2022, as described in those financial statements.
The figures for the six-month periods ended 30 June 2023 and 30 June 2022 have not been audited. The figures for the year ended 31 December 2022 have been extracted from, but do not constitute, the consolidated financial statements of Location Sciences Group PLC for that year. Those financial statements have been delivered to the Registrar of Companies and included an unqualified auditors' report and did not contain a statement under Section 498(2) or Section 498(3) Companies Act 2006.
3 Loss per share
Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ | |
Loss attributable to shareholders | (232,538) | (492,353) | (758,221) |
No. | No. | No. | |
Weighted average number of shares (basic) | 2,647,587,398 | 2,611,934,620 | 2,629,956,603 |
The calculation of basic loss per share of 0.01p (June 2022: 0.02p; December 2022: 0.029p) is based on loss after taxation and the weighted average number of ordinary shares in issue during the period.
4 Segmental analysis
Operating segments are based on internal reports about components of the Company, which are regularly reviewed and used by the Board of Directors being the Chief Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate resources to the segment and to assess its performance.
During the first half of 2023, the Group has operated through its trading company Location Sciences AI Limited. The business provides location verification services, utilising sophisticated machine learning and pattern recognition technologies Verify detects location ad-fraud and checks the accuracy and quality of location signals used to improve the performance of digital advertising.
It should be noted that a segmental analysis of the Consolidated Statement of Financial Position is not part of routine management reporting and, consequently, no segmental analysis of assets is shown here.
An analysis of operating revenue is as follows:
Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited** £ | Year ended 31 December 2022 Audited £ | |
Location data and Insights* | - | - | - |
Verify | 33,765 | 145,430 | 110,856 |
33,765 | 145,430 | 110,856 |
* disclosed within discontinued operations
** includes £99,022 of earn-out income from the sale of the Insights business during 2021
An analysis of EBITDA is as follows:
Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ | |
Location data and insights | - | - | |
Verify | 126,948 | 362,809 | 641,651 |
126,948 | 362,809 | 641,651 |
An analysis of loss before tax is as follows:
Six months ended 30 June 2023 Unaudited £ | Six months ended 30 June 2022 Unaudited £ | Year ended 31 December 2022 Audited £ | |
Location data and insights | - | - | - |
Verify | (232,538) | (492,353) | (850,579) |
(232,538) | (492,353) | (850,579) |
5 Share capital
30 June 2023 Unaudited £ | 30 June 2022 Unaudited £ | 31 December 2022 Audited £ | |
2,647,587,398 ordinary shares of 0.1p (June 2022 - 2,647,587 of 0.1p, December 2022 2,647,587,398 of 0.1p) each |
2,647,587 |
2,647,587 |
2,647,587 |
1,040,712,398 deferred shares of 0.99p each | 10,303,054 | 10,303,054 | 10,303,054 |
376,651,734 New Deferred shares of 0.9p each | 3,389,866 | 3,389,866 | 3,389,866 |
16,340,507 | 16,340,507 | 16,340,507 |
Share issue
No shares were issued in the period.
Share rights
Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Deferred shares have attached to them no voting, dividend or capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Warrants in Issue
1) Promoter Warrants - non-transferable warrants to subscribe for up to 1,500,000,000 Ordinary Shares, exercisable at the 0.20p for five years from 25 May 2021, were issued to certain members of the Concert Party in consideration of those persons assembling and co-ordinating the Concert Party's investment in the Company in May 2021 and facilitating the appointment of Simon Wilkinson as Non-Executive Chairman.
Name Number of Ordinary Shares subject to Promoter Warrants
Richard Hughes 500,000,000
Mahmud Kamani 500,000,000
Simon Wilkinson 500,000,000
2) Cornerstone Investor Warrants - non-transferable warrants to subscribe for up to 250,000,000 Ordinary Shares, exercisable at 0.20p for five years from 25 May 2021, were issued to the Cornerstone Investors of the May 2021 placing.
Name Number of Ordinary Shares subject to Cornerstone Investor Warrants
Ben Turner 50,000,000
Donna Turner 75,000,000
James Pope 50,000,000
Maxine Pope 75,000,000
3) Broker Warrants - transferable warrants to subscribe for up to 100,000,000 Ordinary Shares, exercisable at the 0.20p for five years from 25 May 2021 were issued as shown below.
Name Number of Ordinary Shares subject to Broker Warrants
Turner Pope 58,750,000
Dr Nigel Burton 25,000,000
Mark Slade 10,000,000
David Rae 6,250,000
4) Director Warrants - non-transferable warrants to subscribe for, in aggregate, 120,000,000 Ordinary Shares were issued to the Executive Directors and the Non-Executive Directors, exercisable at 0.20p for five years from 25 May 2021, provided that the Ordinary Shares have traded at a Volume Weighted Average Price (VWAP) at or above 0.30p for 20 consecutive Business Days, or on a change of control of the Company.
Name Number of Ordinary Shares subject to Broker Warrants
Mark Slade 30,000,000
David Rae 30,000,000
Simon Wilkinson 30,000,000
Dr Nigel Burton 30,000,000
6. Availability of half-year report
Copies of the half-year report are available on request from the Company's registered office at First Floor, St James House, St James Square, Cheltenham, Gloucestershire GL50 3PR and can also be viewed at:
https://www.locationsciencesgroup.ai/investor-relations/reports-presentations/
For further information please contact:
Location Sciences Group PLC via Allenby Capital
Simon Wilkinson, Chairman
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0)20 3328 5656
David Hart
Vivek Bhardwaj
Turner Pope Investments (TPI) Ltd (Broker) Tel: +44 (0)20 3657 0050
James Pope
Andy Thacker