Interim Results
28/09/2023 07:01
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RNS Number : 9739N Let's Explore Group PLC 28 September 2023
28 September 2023
Let's Explore Group plc
("Let's Explore Group", the "Company" or the "Group")
Interim Results
Let's Explore Group plc (AIM:LETS), is pleased to announce its unaudited
interim results for the six months to 30 June 2023. During the period, the
Location Based Entertainment (LBE) and Uvisan divisions were sold and there
was a subsequent return of cash to shareholders via a tender offer.
Highlights
· Cash proceeds from the sale of LBE and Uvisan £18,964,000 (net of expenses
and cash disposed with subsidiaries).
· Profit of £15,115,000 on disposal of the LBE and Uvisan divisions.
· Profit after tax from total operations for the period £14,060,000 (H1 2022:
£491,000 loss).
· Cash on hand at the reporting date £6,827,000.
· Further cash of $1,250,000 due to be received in February 2024 in respect of
loan note from the buyer of the LBE business.
· Share buyback programme returned £11,364,000 to shareholders in the period
(net of share option exercise proceeds of £1,163,000).
· Adjusted EBITDA loss from continuing operations £455,000 (H1 2022:
£770,000).
Post period highlights
· Launch of three new Let's Explore products: revamped Let's Explore Oceans,
Let's Explore Space and Let's Explore Wildlife.
· Orders received for circa 26,000 Vodiac units to be fulfilled in Q4.
Change of Name of Nominated Adviser and Broker
The Company also announces that its Nominated Adviser and Joint Broker has
changed its name to Cavendish Securities plc following completion of its own
corporate merger.
Martin Higginson, Chief Executive Officer of Let's Explore Group, commented:
"During the period, we delivered significant value to shareholders through the
sale of LBE and Uvisan businesses. The return of £12.52m to shareholders left
us with £6.8m of cash on hand, plus a further $1.25m of cash due in February
2024. As such the Group is well positioned for further investments as it seeks
value enhancing opportunities for shareholders."
Enquiries:
For further information please visit www.LetsExploreGroup.com, or contact:
Let's Explore Group plc Martin Higginson investors@l (mailto:investors@letsexplore.com) etsexplore.com
(mailto:investors@letsexplore.com)
David Marks
Dan Wortley
Cavendish Securities plc Adrian Hadden Tel + 44 (0) 207 7397 890
(Nomad and Sole Broker) Charlie Combe
Alma Rebecca Sanders-Hewett letsexplore@almapr.co.uk (mailto:letsexplore@almapr.co.uk)
Financial PR adviser Sam Modlin
Kieran Breheny
Chairman's Statement
The Group entered the year with three divisions: Location Based Entertainment
(LBE), Home Based Entertainment (HBE) and Uvisan.
As previously announced on 2 February 2023 and 1 March 2023 respectively, we
took the strategic decision to sell the LBE business (including the Immotion
trading name) to minimise risk for shareholders and provide a significant
liquidity event in highly uncertain markets. We also sold the Uvisan
business, leaving the Group with HBE as its only remaining trading business.
The sale of these businesses brought in proceeds of £18,964,000 net of costs
and cash disposed of with these businesses. Further cash of $1,250,000
(circa £1,000,000) in respect of repayment of loan note from the buyer of the
LBE business is due to be received in February 2024.
Following completion of these sales, the Company set about returning the
majority of the sale proceeds to shareholders via a tender offer process which
concluded in June 2023 with a total of £12,527,000 distributed (the net cash
outflow being £11,364,000 when taking account of share option exercise
proceeds).
With £6,827,000 cash on hand at the period end, plus the loan note due to be
repaid in February 2024, we believe the Company is well positioned to
capitalise upon opportunities in front of it.
Chief Executive's Review
Whilst the sale of the LBE and Uvisan businesses left the group with the HBE
business as its only trading business at present, this was never the long-term
plan for the Group. As previously announced, the Board's intention was to find
a suitable opportunity for the Group, which we would expect to become its
principal activity. I am pleased to report that we have identified an
acquisition target, full details of which will be provided in an announcement
to be released later today.
Home Based Entertainment (HBE)
The Group's HBE business comprises themed 'Immersive Learning' Let's Explore
products, as well as the affordable 'Vodiac' VR headset, an affordable
smartphone-powered VR headset and companion app which provides the user with
75 different virtual reality experiences across seven channels. These products
retail to consumers via a variety of channels including QVC, Amazon as well as
direct to consumer offering via Facebook and other social media channels.
The HBE business is predominantly a Q4 focused business, with the first half
of the year being about investment into the development and planning of new
products.
As expected, HBE revenue was modest in the period at £62,000 (H1 2022:
£103,000) reflecting the seasonality of the business. This revenue was
primarily generated through the sale of 6,000 units of the Vodiac product.
HBE cost of sales of £139,000 included a £32,000 write-off in respect of
materials previously purchased which are now obsolete due to the redesign of
the Let's Explore product range. This produced a gross loss of £77,000 from
HBE in the period (H1 2022: £65,000), and a divisional adjusted EBITDA loss
of £175,000 (H1 2022: £151,000).
As announced earlier in the year, the Group has developed three new Let's
Explore products: a revamped 'Let's Explore Oceans' offering as well as 'Let's
Explore Space' and 'Let's Explore Wildlife' which are two completely new
products, all focused on delivering a comprehensive immersive learning
experience.
Each pack comes complete with the new improved smartphone-powered VR headset,
a range of VR experiences, a holographic cube which unlocks a selection of
in-app augmented reality experiences, a full-colour hardback fact book, a
sticker book, a giant poster, and an interactive model. The Group has
produced a total of 22,500 units in conjunction with a respected publisher on
a profit-sharing basis for an initial test of these new products and, subject
to the results in Q4, the intention is to expand the product range as well as
the territories in which they are sold over the coming year.
The RRP of each pack will be £99, or $125. Sales will be focused around the
busy Q4 period and will, as in previous years, be offered via either a direct
sale, or through Amazon both in the UK and USA.
Following technical improvements in the Vodiac offering, and a successful TV
airing in August 2023 on QVC USA, during which some 4,000 Vodiac headsets were
sold, the Group has received additional orders worth over $330,000 for circa
26,000 Vodiac units. These will predominantly be sold through QVC USA, and UK,
as well as two tests on QVC Canada, and Australia, all to be fulfilled in Q4.
Financial review
Overall profit after tax for the period was £14,060,000. The results of LBE
and Uvisan are included within discontinued operations in the period as they
were in the published full year 2022 results. The 2022 interim figures have
been restated for comparison purposes.
The split between continuing and discontinued activities is summarised below:
Continuing Operations Discontinued Operations Total
Operations
£'000 £'000 £'000
Revenue 62 1,626 1,688
Cost of sales (139) (924) (1,063)
--------------- --------------- ---------------
Gross profit (77) 702 625
Other income 129 - 129
Admin expenses(*) (507) (390) (897)
--------------- --------------- ---------------
Adjusted EBITDA(**) (455) 312 (143)
Amortisation (86) (39) (125)
Depreciation (10) (173) (183)
Impairment - (459) (459)
Loss on disposal of assets - (3) (3)
Gain on disposal of subsidiaries - 15,115 15,115
Share based payments (332) - (332)
One-off costs (418) (23) (441)
Finance costs (1) (4) (5)
Finance income 189 - 189
Taxation (4) (8) (12)
------------- ----------------- ----------------
Profit/(loss) for the period (1,117) 15,177 14,060
------------- ----------------- ----------------
(*)Administrative expenses exclude depreciation, amortisation, impairment,
gains/losses on disposal, share based payments and one-off costs.
(**)Adjusted EBITDA is a non-GAAP metric.
Adjusted EBITDA loss from continuing operations (comprising HBE and head
office costs) in the period was £455,000 (H1 2022: £770,000).
The Company has been able to mitigate its head office costs in the period
through income of £129,000 received for the provision of transitional finance
and other services to the disposed subsidiaries (recognised in other
income).
The Company also received £189,000 finance income in the period on its cash
deposits and the accrued loan note interest payable by the buyer of the LBE
business.
The Group recorded a profit of £15,115,000 on the sale of the LBE and Uvisan
subsidiaries and, as a result of the UK Substantial Shareholding Exemption
(SSE) legislation applying to the disposals, no tax is expected to be payable
on this gain.
The cash proceeds of the disposals net of deal costs and cash disposed with
the entities were £18,964,000. This excludes the repayment of the
$1,250,000 loan note (plus interest at 6% per annum) to be received from the
buyers of the LBE business on 28 February 2024. Repayment of the loan note is
subject to adjustments for any warranty claims made under the LBE business
sale and purchase agreement. The board is not aware presently of any
information which would result in any other than full repayment of the loan
notes being received.
Outlook
We are excited by the launch of the new Let's Explore range ready for the peak
gifting season. The mix of virtual reality, augmented reality, interactive
models and traditional books has allowed us to create a range of immersive
learning products.
With a strong balance sheet, we are optimistic about the potential the Group
has to deliver shareholder value, both through the HBE business and
acquisition opportunities.
LET'S EXPLORE GROUP PLC
CONSOLIDATED INCOME STATEMENT
for the six months ended 30 June 2023
Restated(*)
Notes Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 December 2022
Continuing operations £'000 £'000 £'000
Revenue 62 103 796
Cost of sales (139) (168) (865)
_______ _______ _______
Gross loss (77) (65) (69)
Other income 5 129 - -
Administrative expenses (1,353) (858) (1,848)
_______ _______ _______
Operating loss (1,301) (923) (1,917)
Memorandum:
Adjusted EBITDA (455) (770) (1,582)
Amortisation (86) (76) (168)
Depreciation (10) - (1)
Share based payments (332) (72) (133)
Transaction costs 6 (418) (5) (33)
______ ______ ______
Operating loss (1,301) (923) (1,917)
Finance costs (1) (15) (11)
Finance income 189 - -
______ ______ ______
Loss before taxation (1,113) (938) (1,928)
Tax (charge)/credit (4) - -
______ ______ ______
Loss for the period from continuing operations (1,117) (938) (1,928)
operations
Discontinued operations
Profit after tax from discontinued operations 4 15,177 447 1,267
________ ______ ______
Profit/(loss) for the period 14,060 (491) (661)
======== ======== ========
Other comprehensive income / (expense) for the period
Profit/(loss) on translation of subsidiaries (285) (51) 129
Cumulative translation differences transferred to the income statement on 155 - -
disposal of subsidiaries
________ ______ ______
Total comprehensive expense for the period 13,930 (542) (532)
======== ======== ========
(*)The results for the six months ended 30 June 2022 have been restated for
consistency with the 30 June 2023 and 31 December 2022 results (refer to note
2).
LET'S EXPLORE GROUP PLC
CONSOLIDATED INCOME STATEMENT (CONTINUED)
for the six months ended 30 June 2023
Restated
Notes Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 December 2022
Earnings/(loss) per share 7 £0.01 £0.01 £0.01
From continuing and discontinued operations
Basic EPS 3.50 (0.12) (0.16)
Diluted EPS 3.50 (0.12) (0.16)
From continuing operations
Basic EPS (0.28) (0.23) (0.46)
Diluted EPS (0.28) (0.23) (0.46)
From discontinued operations
Basic EPS 3.78 0.11 0.30
Diluted EPS 3.78 0.11 0.30
(*)The results for the six months ended 30 June 2022 have been restated for
consistency with the 30 June 2023 and 31 December 2022 results (refer to note
2).
LET'S EXPLORE GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2023
(Unaudited)
Share Share Foreign exchange reserve Capital redemption reserve Retained (deficit)/ Total
capital premium earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2022 166 20,556 (36) - (14,966) 5,720
Loss for the period (restated)(*) - - - - (491) (491)
Currency translation of overseas subsidiary - - 180 - - 180
Share based payment expense - - - - 72 72
_____ _____ _____ _____ _____ _____
Balance at 30 June 2022 (restated)(*) 166 20,556 144 - (15,385) 5,481
_____ _____ _____ _____ _____ _____
Loss for the period - - - - (170) (170)
Share based payment expense - - - - 61 61
Currency translation of overseas subsidiary - - (51) - - (51)
_____ _____ _____ _____ _____ _____
Balance at 31 December 2022 166 20,556 93 - (15,494) 5,321
_____ _____ _____ _____ _____ _____
Profit for the period - - - - 14,060 14,060
Currency translation of overseas subsidiary - - (285) - - (285)
Cumulative translation differences transferred to the income statement on - - 155 - - 155
disposal of subsidiaries
Issue of new shares 19 1,159 - - - 1,178
Reduction in share premium - (20,572) - - 20,572 -
Buyback and cancellation of shares (109) - - 109 (12,527) (12,527)
Share based payment expense - - - - 332 332
_____ _____ _____ _____ _____ _____
Balance at 30 June 2023 76 1,143 (37) 109 6,943 8,234
_____ _____ _____ _____ _____ _____
(*)The results for the six months ended 30 June 2022 have been restated for
consistency with the 30 June 2023 and 31 December 2022 results (refer to note
2).
LET'S EXPLORE GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2023
Restated(*)
Unaudited Unaudited Audited
Notes 30 June 30 June 31 December 2022
2023 2022
£'000 £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 8 152 1,595 3
Intangible assets 9 159 3,252 214
______ ______ ______
Total non-current assets 311 4,847 217
Current assets
Inventories 47 145 67
Trade and other receivables 10 1,594 966 786
Contract assets 17 530 2
Cash and cash equivalents 6,827 418 51
______ ______ ______
Total current assets 8,485 2,059 906
Assets held for sale - 157 6,362
______ ______ ______
Total assets 8,796 7,063 7,485
______ ______ ______
LIABILITIES
Current liabilities
Trade and other payables 11 (529) (1,184) (786)
Finance leases - (61) -
Loans (10) (98) (45)
Contract liabilities - (20) (7)
_______ _______ _______
Total current liabilities (539) (1,363) (838)
Non-current liabilities
Loans (23) (162) (28)
Lease liabilities - - -
_______ _______ _______
Total non-current liabilities (23) (162) (28)
Liabilities associated with assets held for sale - (57) (1,298)
______ ______ ______
Total liabilities (562) (1,582) (2,164)
______ _______ _______
NET ASSETS 8,234 5,481 5,321
======== ======== ========
CAPITAL AND RESERVES
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Share capital 12 76 166 166
Share premium account 13 1,143 20,556 20,556
Foreign exchange reserve 13 (37) 144 93
Capital redemption reserve 13 109 - -
Retained earnings 13 6,943 (15,385) (15,494)
_______ _______ _______
TOTAL EQUITY 8,234 5,481 5,321
======== ======== ========
(*)The results for the six months ended 30 June 2022 have been restated for
consistency with the 30 June 2023 and 31 December 2022 results (refer to note
2).
LET'S EXPLORE GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2023
Restated(*)
Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 December 2022
£'000 £'000 £'000
OPERATING ACTIVITIES
Loss before tax from continuing operations (1,113) (938) (1,928)
Loss before tax from discontinued operations 15,185 451 1,297
Adjustments for:
Amortisation 125 304 601
Depreciation 183 501 1,036
Impairment - 26 176
Loss/(gain) on disposal of non-current assets 3 (8) (19)
Gain on disposal of subsidiary undertakings (15,115) - -
Share based payments 332 72 133
Net foreign exchange differences (285) 100 37
Finance costs 5 15 37
Finance income (189) - (1)
Taxation (paid)/refunded (12) (3) 14
_____ ____ _ _____
Operating profit/(loss) before changes in working capital and provisions (881) 520 1,383
(Increase)/decrease in inventories 36 (124) (11)
(Increase)/decrease in receivables and contract assets (603) 321 (46)
Increase/(decrease) in payables and contract liabilities (427) (120) 278
_____ _____ _____
Net cash flows from / (used in) operating activities (1,875) 597 1,604
_____ _____ _____
INVESTING ACTIVITIES
Purchase of property, plant and equipment (266) (859) (1,797)
Purchase of intangible assets (100) (274) (510)
Proceeds from sale of property, plant and equipment - 9 24
Proceeds from sale of subsidiary undertakings 20,321 - -
Cash disposed on sale of subsidiary undertakings (354) - -
_____ _____ _____
Net cash flows from investing activities 19,601 (1,124) (2,283)
FINANCING ACTIVITIES
Finance costs (5) (15) (37)
Finance income 189 - 1
New loans and finance leases - 101 328
Loan repayments (42) (152) (204)
Finance lease repayments (21) (124) (218)
Foreign exchange on retranslation of financing - 36 39
Issue of ordinary shares 1,178 - -
Share buybacks (12,527) - -
_____ _____ _____
Net cash flows from financing activities (11,228) (154) (91)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,498 (681) (770)
_____ _____ _____
Cash and cash equivalents brought forward 329 1,099 1,099
_____ _____ _____
CASH AND CASH EQUIVALENTS CARRIED FORWARD 6,827 418 329
_____ _____ _____
(*)The results for the six months ended 30 June 2022 have been restated for
consistency with the 30 June 2023 and 31 December 2022 results (refer to note
2).
LET'S EXPLORE GROUP PLC
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended 30 June 2023
1 Corporate information
The interim consolidated financial statements of the Group for the period
ended 30 June 2023 were authorised for issue in accordance with a resolution
of the directors on 27 September 2023. Let's Explore Group plc ("the Company")
is a Public Limited Company quoted on AIM, incorporated in England and Wales.
The interim consolidated financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006.
2 Statement of accounting policies
2.1 Basis of preparation
The interim consolidated financial statements of the Group for the six months
ended 30 June 2023 have been prepared in accordance with the UK-adopted
International Accounting Standard 34 Interim Financial Reporting.
The entities consolidated in the interim financial statements of the Group for
the six months to 30 June 2023 comprise the Company and its subsidiaries
(together referred to as "the Group").
The interim consolidated financial statements do not include all the
information and disclosures required in the annual financial statements and
should be read in conjunction with the Group's annual audited consolidated
financial statements for the year ended 31 December 2022.
The directors are satisfied that, at the time of approving the interim
consolidated financial statements, it is appropriate to adopt a going concern
basis in accordance with the recognition and measurement criteria of
International Financial Reporting Standards ("IFRS") as adopted by the
European Union.
In reaching this conclusion, the directors considered the financial position
of the Group and prepared forecasts and projections for the next 12 months,
taking into account reasonably possible changes in trading performance and
capital expenditure requirements.
The financial statements do not include any adjustments that would result from
the going concern basis of preparation being inappropriate.
2.2 Accounting policies
The principal accounting policies adopted in the preparation of these interim
statements are consistent with those applied in the preparation of the Group's
annual consolidated financial statements for the year ended 31 December 2022
other than the Group has adopted amended financial standards effective as of 1
January 2023. None of the amendments adopted on 1 January 2023 have had a
material impact on the interim statements of the Group.
The preparation of these consolidated interim financial statements requires
management to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates in preparing these consolidated interim financial statements.
Discontinued operations
On 2 February 2023, the Company announced that it had completed the sale of
the Uvisan division for cash consideration of £100,000.
On 1 March 2023, the Company announced the completion of the sale of the
Location Based Entertainment (LBE) virtual
reality division for consideration of $25,119,739. The sale proceeds were
comprised of cash paid at completion of $23,869,739 and a loan note of
$1,250,000 repayable 12 months following completion, subject to any price
adjustments under the terms of the sale and purchase agreement.
The LBE and Uvisan results have been separated from those of continuing
operations and are shown as discontinued operations within the consolidated
income statement. Comparative periods within the consolidated income statement
have been restated accordingly. Further information on discontinued
operations is contained in note 4.
2 Statement of accounting policies (continued)
Restatement of prior period comparative figures for the six months to 30 June
2022
The prior period comparative figures for the six months to 30 June 2022 have
been restated for consistency with the current reporting period.
When the results for the six months to 30 June 2022 were originally released,
the Home Based Entertainment (HBE) and Uvisan divisions were recognised in
discontinued operations and assets held for sale. An impairment charge of
£155,000 against the net realisable value of the HBE business was recognised
in the accounts at the time, assessed against the expected sale proceeds had
the disposal taken place.
The comparative figures for the six months to 30 June 2022 have been restated
to recognise the LBE and Uvisan businesses in discontinued operations. The
Uvisan business is included in assets held for sale as the decision to
discontinue that division was made prior to 30 June 2022.
The restated figures no longer include HBE in assets held for sale and the
directors are of the opinion that impairment of the division's net assets
would not be appropriate at the time if the division was held as a continuing
operation.
A reconciliation of the restated comparative figures to the original published
figures shows below:
Six months to
30 June 2022
£'000
Loss after tax from total operations originally reported (646)
Reversal of impairment of HBE assets held for sale 155
_____
Restated Loss after tax from total operations (491)
_____
3 Segmental information
The Group's primary reporting format for segmental information is business
segments which reflect the management reporting structure in the Group. The
information for discontinued segments is aggregated and shown as a separate
segment.
Six months to 30 June 2023
Home Total
Based Head Continuing Operations Discontinued Operations Total
Entertainment Office Operations
£'000 £'000 £'000 £'000 £'000
Revenue 62 - 62 1,626 1,688
Cost of sales (139) - (139) (924) (1,063)
---------------- ---------------- --------------- --------------- ---------------
Gross profit (77) - (77) 702 625
Other income - 129 129 - 129
Admin expenses* (98) (409) (507) (390) (897)
---------------- ---------------- --------------- --------------- ---------------
Adjusted EBITDA** (175) (280) (455) 312 (143)
Amortisation (84) (2) (86) (39) (125)
Depreciation (1) (9) (10) (173) (183)
Loss on disposal of assets - - - (3) (3)
Gain on disposal of subsidiaries - - - 15,115 15,115
Share based payments - (332) (332) - (332)
One-off costs - (418) (418) (23) (441)
Finance costs - (1) (1) (4) (5)
Finance income - 189 189 - 189
Taxation (4) - (4) (8) (12)
---------------- ---------------- ------------- ----------------- ----------------
Profit/(loss) for the period (264) (853) (1,117) 15,177 14,060
---------------- ---------------- ------------- ----------------- ----------------
The segments included within discontinued operations were the Location Based
Entertainment (LBE) VR and Uvisan businesses.
*Administrative expenses exclude depreciation, amortisation, impairment,
gains/losses on disposal, share based payments and one-off costs.
**Adjusted EBITDA is a non-GAAP metric.
3 Segment information (continued)
Geographical disclosures
The geographical breakdown of the Group's revenue, assets and net tangible
capital expenditure is as follows.
External revenue by location of customer Location of assets Net tangible capital
expenditure by location
of assets
Restated Restated Restated
30 June 30 June 31 Dec 30 June 2023 30 June 2022 31 Dec 2022 30 June 2023 30 June 2022 31 Dec 2022
2023 2022 2022
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
UK 59 36 396 8,763 4,199 1,062 159 51 3
USA & Canada 3 67 400 33 2,682 61 - 792 -
Australia - - - - 5 - - 6 -
Rest of Europe - - - - 15 - - - -
Middle East - - - - 5 - - - -
Assets held for sale - - - - 157 6,362 - 10 1,794
_____ _____ _____ _____ _____ _____ _____ _____ _____
Total 62 103 796 8,796 7,063 7,485 159 859 1,797
_____ _____ _____ _____ _____ _____ _____ _____ _____
The Group had certain customers whose revenue individually represented 10% or
more of the Group's total revenue. For the six months ended 30 June 2023,
one customer accounted for 94% of total revenue.
4 Discontinued operations
The Location Based Entertainment (LBE) and Uvisan businesses were sold during
the six months to 30 June 2023. The results for these businesses have been
excluded from the continuing results of the Group for the period ended 30 June
2023. The results for the periods ended 30 June 2022 and 31 December 2022 have
been restated to exclude the results of these businesses from the continuing
operations of the Group in those periods.
Summary income statement
The results for LBE and Uvisan included in the income statement as
discontinued operations are as follows:
Restated
Unaudited Unaudited Audited
Total Total Total
Six months to Six months to 12 months to
LBE Uvisan 30 June 2023 30 June 2022 31 Dec 2022
Discontinued operations £'000 £'000 £'000 £'000 £'000
Revenue 1,532 94 1,626 4,749 10,781
Cost of sales (886) (38) (924) (2,550) (5,696)
Other income - - - 26 39
Admin expenses* (367) (23) (390) (1,020) (2,167)
---------------- ---------------- --------------- --------------- ---------------
Adjusted EBITDA** 279 33 312 1,205 2,957
Amortisation (37) (2) (39) (228) (433)
Depreciation (172) (1) (173) (501) (1,035)
Impairment - - - (26) (175)
Gain on disposal of assets (3) - (3) 8 19
One-off costs - (23) (23) (7) (12)
Finance costs (4) - (4) - (25)
Finance income - - - - 1
Taxation (8) - (8) (3) (30)
---------------- ---------------- ------------- ------------- ----------------
Profit from discontinued operations before disposal of subsidiaries 55 7 62 448 1,267
---------------- ---------------- ------------- ------------- ----------------
Gain on disposal of subsidiaries 15,073 42 15,115 - -
---------------- ---------------- ------------- ------------- ----------------
Profit from discontinued operations 15,128 49 15,177 448 1,267
---------------- ---------------- ------------- ------------- ----------------
*Administrative expenses exclude depreciation, amortisation, impairment,
gains/losses on disposal, share based payments and one-off costs.
**Adjusted EBITDA is a non-GAAP metric.
4 Discontinued operations (continued)
Summary cash flow statement
The results for LBE and Uvisan included in the cash flow statement are as
follows:
Restated
Unaudited Unaudited Audited
Total Total Total
Six months to Six months to 12 months to
LBE Uvisan 30 June 2023 30 June 2022 31 Dec 2022
Discontinued operations £'000 £'000 £'000 £'000 £'000
Operating activities (44) 58 14 1,417 3,216
Investing activities 19,716 (29) 19,687 (1,187) (2,070)
Financing activities (27) - (27) (230) (105)
---------------- ---------------- ------------- ------------- ----------------
Net cash inflow/(outflow) 19,645 29 19,674 - 1,041
---------------- ---------------- ------------- ------------- ----------------
5 Other income
Restated
Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 Dec 2022
£'000 £'000 £'000
Continuing operations
Transitional services provided to disposed subsidiaries 129 - -
---------------- ---------------- ----------------
129 - -
---------------- ---------------- ----------------
6 Transaction costs
Restated
Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 Dec 2022
£'000 £'000 £'000
Continuing operations
Costs related to the capital reduction and share buybacks 225 - -
Bonuses awarded in relation to the LBE business sale 181 - -
Costs relating to the LBE business sale - - 13
Aborted project costs 12 5 20
---------------- ---------------- ----------------
418 5 33
---------------- ---------------- ----------------
7 Earnings per share
The calculation of the group basic and diluted loss per ordinary share is
based on the following data:
Restated
Unaudited Unaudited Audited
Six months to Six months to 12 months to
30 June 2023 30 June 2022 31 Dec 2022
£'000 £'000 £'000
Profit attributable to shareholders
Continuing operations (1,117) (938) (1,928)
Discontinued operations 15,177 448 1,267
-------------------- -------------------- --------------------
Total profit attributable to shareholders 14,060 (490) (661)
-------------------- -------------------- --------------------
Basic weighted average number of shares 401,733,235 415,538,083 415,538,083
Diluted weighted average number of shares 450,865,644 474,267,283 473,775,097
========= ===== ============== ==============
£0.01 £0.01 £0.01
Earnings per share
Basic earnings per share 3.50 (0.12) (0.16)
Diluted earnings per share 3.50 (0.12) (0.16)
========= ========= =========
Earnings per share from continuing operations
Basic earnings per share from continuing operations (0.28) (0.23) (0.46)
Diluted earnings per share from continuing operations (0.28) (0.23) (0.46)
========= ========= =========
Earnings per share from discontinued operations
Basic earnings per share from continuing operations 3.78 0.11 0.30
Diluted earnings per share from continuing operations 3.78 0.11 0.30
========= ========= =========
Earnings per ordinary share has been calculated using the weighted average
number of shares in issue during the period. The weighted average number of
equity shares in issue in the period to 30 June 2023 was 401,733,235.
8 Property, plant and equipment
Fixtures, fittings and equipment Motor Total
vehicles
£'000 £'000 £'000
Cost
At 1 January 2023 3 - 3
Additions 3 156 159
_____ _____ _____
At 30 June 2023 6 156 162
_____ _____ _____
Depreciation
At 1 January 2023 - - -
Depreciation of owned assets 1 9 10
_____ _____ _____
At 30 June 2023 1 9 10
_____ _____ _____
Net book value
30 June 2023 5 147 152
_____ _____ _____
31 December 2022 3 - 3
_____ _____ _____
The method of depreciation for each class of depreciable asset is:
Fixtures, fittings and
equipment -
three years on a straight-line basis
Motor
vehicles
- seven years on a straight-line basis
9 Intangible assets
Development costs Other intangible assets Total
£'000 £'000 £'000
Cost
At 1 January 2023 454 29 483
Additions 36 1 37
Transfers - 7 7
Disposals - (14) (14)
_____ _____ _____
At 30 June 2023 490 23 513
_____ _____ _____
Amortisation
At 1 January 2023 255 14 269
Amortisation charge 78 8 86
Transfers - 5 5
Disposals - (6) (6)
_____ _____ _____
At 30 June 2023 333 21 354
_____ _____ _____
Net book value
30 June 2023 157 2 159
_____ _____ _____
31 December 2022 199 15 214
_____ _____ _____
Development costs are comprised of software, virtual reality and augmented
reality content. Development costs are amortised on a straight-line basis
over 3 years. No amortisation is charged against projects which are still in
development.
Other intangible assets comprise website development and trademark costs.
Website development costs are amortised over 3 years and trademark costs over
2 years.
Amortisation is charged to administrative costs in the Consolidated Statement
of Comprehensive income.
10 Trade and other receivables
Unaudited Unaudited Audited
30 June 2023 30 June 2022 31 Dec 2022
£'000 £'000 £'000
Trade receivables 81 422 403
Prepayments 103 435 304
Corporation tax - 23 -
Other receivables 1,410 86 79
---------------- ---------------- ----------------
1,594 966 786
---------------- ---------------- ----------------
11 Trade and other payables
Unaudited Unaudited Audited
30 June 2023 30 June 2022 31 Dec 2022
£'000 £'000 £'000
Trade payables 54 272 464
Accruals 173 575 288
Taxation and social security 296 176 31
Other payables 6 161 3
---------------- ---------------- ----------------
529 1,184 786
---------------- ---------------- ----------------
12 Share capital
Shares £'000
Ordinary shares of 0.040108663 pence issued and fully paid up
As at 1 January 2023 415,538,083 166
Share options exercised at 2.5p per share 47,125,978 19
Buyback and cancellation of shares at 3.65p per share (34,941,026) (14)
Buyback and cancellation of shares at 4.75p per share (236,873,162) (95)
------------------------------- -------------------
As at 30 June 2023 190,849,873 76
------------------------------- -------------------
13 Reserves
Full details of movements in reserves are set out in the consolidated
statement of changes in equity. The following describes the nature and purpose
of each reserve within owners' equity:
Share premium: the amount subscribed for share capital in excess of nominal
value.
Foreign exchange reserve: reserve arising on translation of the Group's
overseas subsidiaries.
Capital redemption reserve: the nominal value of cancelled ordinary shares.
Retained earnings: cumulative net gains and losses recognised in the
consolidated statement of comprehensive income.
14 Related party transactions
M J Higginson, a director of Let's Explore Group plc, is a director and
controlling shareholder of M Capital Investment Properties Limited. Services
to the value of £12,000 (year to 31 December 2022: £43,000) were invoiced in
the period by M Capital Investment Properties Limited to Let's Explore Group
plc. At 30 June 2023, Let's Explore Group plc owed £Nil (31 December 2022:
£Nil) to M Capital Investment Properties Limited.
R Miller, a director of Let's Explore Group plc, is a director of Robin Miller
Consultants Ltd. In the period, services totalling £19,000 (year to 31
December 2022: £16,000) were billed to Let's Explore Group plc from Robin
Miller Consultants Ltd. At 30 June 2023, £Nil (31 December 2022: £Nil) was
owing from Let's Explore Group plc to Robin Miller Consultants Ltd.
M J Higginson and D F G Wortley, both directors of Let's Explore Group plc,
are directors and shareholders in Huddled Group Limited. Services to the
value of £3,000 (year to 31 December 2022: £279,000) were invoiced in the
period by Huddled Group Limited to Let's Explore Group plc. At 30 June 2023,
the Group owed £Nil (31 December 2021: £196,000) to Huddled Group Limited.
D Marks, a director of Let's Explore Group plc, was advanced a loan in a prior
period. Interest is currently charged on the loan at 2% per annum. At 30 June
2023, D Marks owed £16,000 (31 December 2022: £16,000) inclusive of
interest, to the Group.
D F G Wortley, a director of Let's Explore Group plc, was advanced a loan in a
prior period. Interest is currently charged on the loan at 2% per annum. At 30
June 2023, D F G Wortley owed £5,000 (31 December 2022: £5,000) inclusive of
interest, to the Group.
The key management personnel are considered to be the Board of Directors. The
total amounts paid to key management personnel during the period was
£580,000, which includes £160,000 paid in bonuses for the successful
completion of the sale of the LBE business for $25.1m. The total amounts paid
to key management personnel during the year to 31 December 2022 was £942,000.
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