TIDMLSAI
RNS Number : 3752M
Location Sciences Group PLC
14 September 2023
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 PERIODED 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 GBP1.00
(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
GBP2.6 million. As at 30 June 2023, GBP600,000 of this loan had
been drawn down by Sorted.
Trading performance
Unaudited revenues for the six months ended 30 June 2023 were
GBP33,765, compared to underlying revenues of GBP46,408 in H1 2022,
representing a decrease of 27%.
Administration expenses were GBP150,716 in H1 2023 compared to
GBP489,552 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
GBP126,948, representing a decrease of 65% on the EBITDA loss in
the six months to 30 June 2022 of GBP362,809.
Loss before tax for the six months to 30 June 2023 was
GBP232,528, representing a decrease of 53% on the loss before tax
in the six months to 30 June 2022 of GBP492,353.
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 PERIODED 30 JUNE
2023
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note GBP GBP GBP
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 PERIODED
30 JUNE 2023
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
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
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
GBP GBP GBP
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 PERIODED 30
JUNE 2023 EQUITY ATTRIBUTABLE TO THE PARENT COMPANY
Merger Reverse Equity Retained
Share Share relief Capital acquisition reserve earnings Total
capital premium reserve reserve reserve GBP GBP GBP
GBP GBP GBP GBP GBP
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 PERIODED 30 JUNE
2023
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note GBP GBP GBP
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
=============================== ================================ =================
Six months Six months Year ended
ended 30 ended 30 June 31 December
June 2022 2022
2023 Unaudited Audited
Note Unaudited GBP GBP
GBP
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 PERIODED 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 Six months Year ended 31
ended 30 June ended 30 June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
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 Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited** Audited
GBP GBP GBP
Location data and Insights* - - -
Verify 33,765 145,430 110,856
------------------------------- ------------------------------- --------------
33,765 145,430 110,856
=============================== =============================== ==============
* disclosed within discontinued operations
** includes GBP99,022 of earn-out income from the sale of the
Insights business during 2021
An analysis of EBITDA is as follows:
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
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 Six months Year ended
ended 30 June ended 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Location data and insights - - -
Verify (232,538) (492,353) (850,579)
------------------------------ ------------------------------ -----------------
(232,538) (492,353) (850,579)
============================== ============================== =================
5 Share capital
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
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
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END
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September 14, 2023 02:00 ET (06:00 GMT)
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