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 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

 

 

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