TIDMLETS

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 GBP18,964,000 
            (net of expenses and cash disposed with subsidiaries). 
      --   Profit of GBP15,115,000 on disposal of the LBE and Uvisan 
            divisions. 
      --   Profit after tax from total operations for the period 
            GBP14,060,000 (H1 2022: GBP491,000 loss). 
      --   Cash on hand at the reporting date GBP6,827,000. 
      --   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 GBP11,364,000 to shareholders 
            in the period (net of share option exercise proceeds 
            of GBP1,163,000). 
      --   Adjusted EBITDA loss from continuing operations GBP455,000 
            (H1 2022: GBP770,000). 
 

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 GBP12.52m to shareholders left us with GBP6.8m 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 etsexplore.com 
                             David Marks 
                             Dan Wortley 
 Cavendish Securities plc   Adrian Hadden            Tel + 44 (0) 207 7397 890 
  (Nomad and Sole Broker)    Charlie Combe 
 A lma                      Rebecca Sanders-Hewett   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 GBP18,964,000 net of costs and cash disposed of with these businesses. Further cash of $1,250,000 (circa GBP1,000,000) 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 GBP12,527,000 distributed (the net cash outflow being GBP11,364,000 when taking account of share option exercise proceeds).

With GBP6,827,000 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 GBP62,000 (H1 2022: GBP103,000) 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 GBP139,000 included a GBP32,000 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 GBP77,000 from HBE in the period (H1 2022: GBP65,000), and a divisional adjusted EBITDA loss of GBP175,000 (H1 2022: GBP151,000).

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 GBP99, 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 GBP14,060,000. 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        Discontinued              Total 
                                          Operations          Operations         Operations 
                                             GBP'000             GBP'000            GBP'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 GBP455,000 (H1 2022: GBP770,000).

The Company has been able to mitigate its head office costs in the period through income of GBP129,000 received for the provision of transitional finance and other services to the disposed subsidiaries (recognised in other income).

The Company also received GBP189,000 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 GBP15,115,000 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 GBP18,964,000. 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    Six months      12 months 
                                                         to            to             to 
                                                    30 June       30 June    31 December 
                                                       2023          2022           2022 
 Continuing operations                              GBP'000       GBP'000        GBP'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 
 
 
  operations                                        (1,117)         (938)        (1,928) 
 
 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                     155             -              - 
  transferred to the income statement 
  on 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      Six months      12 months 
                                                      to              to             to 
                                                 30 June    30 June 2022    31 December 
                                                    2023                           2022 
 Earnings/(loss) per share             7         GBP0.01         GBP0.01        GBP0.01 
 
 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)

 
                                                              Foreign       Capital      Retained 
                                         Share      Share    exchange    redemption    (deficit)/      Total 
                                       capital    premium     reserve       reserve      earnings     equity 
                                       GBP'000    GBP'000     GBP'000       GBP'000       GBP'000    GBP'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 disposal of subsidiaries                -          -         155             -             -        155 
 
 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 
                                                 2023          2022          2022 
                                              GBP'000       GBP'000       GBP'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    Six months      12 months 
                                                   to            to             to 
                                              30 June       30 June    31 December 
                                                 2023          2022           2022 
                                              GBP'000       GBP'000        GBP'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              (15,115)             -              - 
  undertakings 
 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              20,321             -              - 
  undertakings 
 Cash disposed on sale of subsidiary            (354)             -              - 
  undertakings 
                                                _____         _____          _____ 
 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 GBP100,000.

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 GBP155,000 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 
                                               GBP'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        Discontinued              Total 
                            Entertainment             Office        Operations          Operations         Operations 
                                  GBP'000            GBP'000           GBP'000             GBP'000            GBP'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              Location of assets            Net tangible capital 
                          by location of                                                expenditure by 
                             customer                                                      location 
                                                                                           of assets 
 
                             Restated                       Restated                       Restated 
                        30         30        31        30         30        31        30         30        31 
                      June       June       Dec      June       June       Dec      June       June       Dec 
                      2023       2022      2022      2023       2022      2022      2023       2022      2022 
                   GBP'000    GBP'000   GBP'000   GBP'000    GBP'000   GBP'000   GBP'000    GBP'000   GBP'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        Six months          12 months 
                                         LBE             Uvisan                to                to                 to 
                                                                          30 June           30 June             31 Dec 
                                                                             2023              2022               2022 
 Discontinued operations             GBP'000            GBP'000           GBP'000           GBP'000            GBP'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      Six months          12 months 
                                           LBE             Uvisan              to              to                 to 
                                                                          30 June         30 June        31 Dec 2022 
                                                                             2023            2022 
 Discontinued operations               GBP'000            GBP'000         GBP'000         GBP'000            GBP'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         Six months          12 months 
                                                to                 to                 to 
                                      30 June 2023            30 June             31 Dec 
                                                                 2022               2022 
                                           GBP'000            GBP'000            GBP'000 
 Continuing operations 
 Transitional services provided                129                  -                  - 
  to disposed subsidiaries 
                                  ----------------   ----------------   ---------------- 
                                               129                  -                  - 
                                  ----------------   ----------------   ---------------- 
 
   6         Transaction costs 
 
                                                                  Restated 
                                              Unaudited          Unaudited            Audited 
                                             Six months         Six months          12 months 
                                                     to                 to                 to 
                                           30 June 2023            30 June             31 Dec 
                                                                      2022               2022 
                                                GBP'000            GBP'000            GBP'000 
 Continuing operations 
 Costs related to the capital                       225                  -                  - 
  reduction and share buybacks 
 Bonuses awarded in relation                        181                  -                  - 
  to the LBE business sale 
 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             Six months                        12 months 
                                                           to                     to                               to 
                                                      30 June                30 June                           31 Dec 
                                                         2023                   2022                             2022 
                                                      GBP'000                GBP'000                          GBP'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 
                                                   =========         ==============                    ============== 
                                                    ===== 
 
                                                      GBP0.01                GBP0.01                          GBP0.01 
 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       Motor 
                              and equipment    vehicles     Total 
                                    GBP'000     GBP'000   GBP'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   Other intangible 
                                costs             assets     Total 
                              GBP'000            GBP'000   GBP'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            30 June             31 Dec 
                                  2023               2022               2022 
                               GBP'000            GBP'000            GBP'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            30 June             31 Dec 
                                             2023               2022               2022 
                                          GBP'000            GBP'000            GBP'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               GBP'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 GBP12,000 (year to 31 December 2022: GBP43,000) 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 GBPNil (31 December 2022: GBPNil) 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 GBP19,000 (year to 31 December 2022: GBP16,000) were billed to Let's Explore Group plc from Robin Miller Consultants Ltd. At 30 June 2023, GBPNil (31 December 2022: GBPNil) 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 GBP3,000 (year to 31 December 2022: GBP279,000) were invoiced in the period by Huddled Group Limited to Let's Explore Group plc. At 30 June 2023, the Group owed GBPNil (31 December 2021: GBP196,000) 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 GBP16,000 (31 December 2022: GBP16,000) 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 GBP5,000 (31 December 2022: GBP5,000) 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 GBP580,000, which includes GBP160,000 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 GBP942,000.

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END

IR FIFSEAFITFIV

(END) Dow Jones Newswires

September 28, 2023 02:01 ET (06:01 GMT)

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