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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Evr Holdings Plc | LSE:EVRH | London | Ordinary Share | GB00BD2YHN21 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 4.75 | 4.70 | 4.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMMVR
RNS Number : 6936D
MelodyVR Group PLC
30 October 2020
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
For Immediate Release 30 October 2020
MelodyVR Group PLC
('MVR' or the 'Company')
Half-yearly Results
MelodyVR Group PLC (AIM: MVR), a creator of virtual reality ('VR') content, is pleased to announce its Half-yearly Results for the six months to 30 June 2020.
Highlights
-- On 8 January 2020, J Gore (Bahamas) Limited partially exercised an option raising proceeds of $1 million;
-- On 1 May 2020, the Company completed a successful fundraise for approximately $12 million before costs;
-- On 15 May 2020, the Company announced its Live in LA Series and its program of live unattended performances to provide engagement between artists and fans;
-- On 21 May 2020, the Company announced its partnership with Live Nation to stream the "Wireless Connect" virtual music festival;
-- On 22 May 2020, the Company announced its intention to change its name to MelodyVR Group PLC;
-- Post period end on 8 July 2020, the Company announced its partnership with Live Nation and Ticket Master to host a series of virtual concerts at the Brixton Academy;
-- Post period end on 25 August 2020, the Company completed a successful fundraise for approximately GBP15.4 million and the conditional acquisition of Rhapsody International Inc. trading as Napster.
- Ends -
MelodyVR Group PLC Anthony Matchett , Executive Chairman & info@melodyVR.group CEO Arden Partners plc: Nominated Adviser and Tel: +44 (0) 20 7614 Broker 5900 Corporate Finance: Ciaran Walsh / Ruari McGirr / Ben Cryer Corporate Broking: Simon Johnson
Chairman's Statement
On 25 August 2020, we announced that the Company had entered into an agreement and plan of merger, that subject to certain closing conditions would result in the acquisition of Rhapsody International Inc. (trading as "Napster"). Napster is known as the original music industry disruptor and has subsequently developed a successful business in music streaming, whose music library extends to more than 80 million tracks and serves more than 1 million subscribers across 34 countries, delivering over 1 billion music streams per month. We are hugely excited by the proposed acquisition which provides us with the opportunity to accelerate the scale of our business and to create a compelling and differentiated offering for music fans around the world. We believe that combining music streaming with immersive music performances, virtual reality and augmented reality content, live streamed events amongst further content, will provide a particularly appealing proposition for engaged music fans.
Our acquisition of one of the most iconic brands in music history will not only provide the Company with immediate global scale but also allow us to access a robust technological platform together with an experienced team. The acquisition will enable us to combine immersive visual content with music streaming, but also incorporate greater artist repertoire including video content, and live streams into a single premium subscription product. Our intention is to create the world's foremost music experience, available seamlessly across audio and visual and in turn create a truly next generation music service.
Given the nature of the transaction, our acquisition of Napster is classified as a reverse takeover and as such our shares were suspended on 25 August 2020 pending publication of an Admission Document. We are currently in the process of finalising the Admission Document process and expect this to be posted to shareholders within a short period of time.
Once live, our new application will be made available across multiple devices including smartphones, tablets, smart TV's, consoles and VR devices, in addition to audio only offerings for in-car and connected home devices such as Sonos and Amazon Echo.
The combination of the two businesses provides the Company with opportunities to secure significant operating efficiencies. Our intention is to centralise the duplicated functions into Napster's business in Seattle, USA, thereby leveraging the combined benefits of proven and established operating practices, securing material cost synergies and relocating functions where practical, to a location with closer proximity to many of our key music partners. Once the deal has completed, we will continue to focus on Napster's direct-to-consumer proposition and extend its business-to-business partnerships via existing and new partners, targeting telecommunications providers as partners with whom the benefits of our new product will showcase the speed and bandwidth of their new 5G networks.
As a stand-alone business MelodyVR has defined itself as a leading immersive content creator within the music industry, based on an integrated end-to-end approach spanning live event production expertise, proprietary hardware such as camera equipment and a unique post-production workflow including compression and delivery mechanisms to enable the fast and efficient transmission of high-resolution content over average internet connections. Moving forward we will continue to leverage MelodyVR's content production expertise to create further exclusive content including; Live audio recordings, Immersive 360/VR content and both short and long form 2D content, such as music videos and documentaries. Following a similar business model to other successful subscription platforms, we believe that exclusive original content provides a unique and compelling driver for subscriber growth and that it will be a key area of focus going forward.
Over the course of the coming months we intend to develop a new application which will enable us to drive revenues by providing users with a premium, recurring, monthly subscription service. For a monthly fee, music fans will receive access to Napster's recorded music library of 80m+ tracks, together with new live audio recordings, long and short form video content and MelodyVR's library of immersive VR experiences. We will continue to produce live-streamed digital events, monetized directly via the platform, as well as sold via 3(rd) party providers such as Live Nation and Ticketmaster. Live-streamed events are anticipated to serve as both a driver for subscriber growth and provide a significant source of additional revenue, incremental to the monthly subscription fee. The intention to retail merchandise alongside digital event tickets, such as clothing products, vinyl records and other show/artist related paraphernalia is expected to provide new monetisation and engagement opportunities.
Principal Risks and Uncertainties
Whilst completion of the acquisition is subject to a number of closing conditions including the publication of an admission document and the passing of resolutions at general meeting approving the transaction, we are pleased to report that the key rights holders have now approved the transaction which ensures that the business will be fully licenced with the three major record labels going forward. The ultimate success of our combined offering will depend on the successful integration of our two business both from a technical and operational perspective and the creation of a new user journey which excites and appeals to users. We continue to see live streaming as a core offering and as such depend on uninterrupted high-speed internet connection through which to upload our content. The limitations associated with outdoor venues or music festivals will impact our ability to provide audience-attended recorded content. It is anticipated the recordings or audience attended shows will resume in 2021 or 2022. Immersive content remains an emerging market despite the heightened engagement that we have seen following the release of our mobile applications and the accessibly now afforded on the billions of smartphones world-wide. We continue to believe that MelodyVR is peerless in terms of our entertainment offering, technical capabilities and licencing and distribution network and that of vision for of the combined MelodyVR/Napster business will provide for an exciting and compelling proposition for shareholders and music fans alike.
Results
The results for the Group reflect the stand-alone performance of MelodyVR Group PLC for the six months ended 30 June 2020. Moving forward our results, subject to the successful completion of the acquisition, will consolidate the activities of the Napster business.
During the six months ended 30 June 2020 the Group reported revenues of GBP0.2m (2019 : GBP0.1m which principally comprised subscription revenues derived from its partnership with O2, together with content consumed from its VR music platform via Apple's App Store, Google's Playstore and Oculus Store.
After cost of sales comprising payments to rights holders and content capture costs which included the creation and operation of our Live in LA studio the Group reported a gross loss of GBP(1.1)m (2019 : GBP(0.2)m). After administrative expenses, finance income and foreign exchange gains, the Group reported a consolidated accumulated loss of GBP(10.7)m (2019 : GBP(7.1)m) for the 6 months under review.
At 30 June 2020 the total of the consolidated balance sheet totalled GBP12.2m (2019 : GBP19.9m).
Outlook
Delivering on the vision for our new music offering will be core to our success going forward. Whilst completion of the transaction is dependent upon securing additional funds associated to secure the working capital requirements going forward, we believe the marriage of these two businesses, and the combination of existing services with new content offerings, delivered in a way which truly engages the music fan will ensure success over the course of the next few years.
With scale and global presence, we will have the opportunity to further extend awareness of our immersive offerings and attract partners who see real value in a differentiated offering. We believe our relationships with Live Nation, Ticketmaster, Good Morning America amongst others will provide significant opportunities for content capture which in turn will fuel the benefits of our differentiation.
New devices and enhanced connectivity will allow more fans from more territories to engage with our platform with the resultant scale delivering growth and a drive towards profitability as an enlarged group. We are confident that our vision for the future will meet the expectations of our fans and shareholders alike.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR MELODYVR GROUP PLC
for the six months ended 30th June 2020
Hot Features
Premium
Unaudited Unaudited Audited
Six months Six months Year to
to to
30th June 30th June 31st December
2020 2019 2019
Notes GBP GBP GBP
Revenue 189,932 128,432 194,971
Cost of Sales (1,283,116) (352,372) (1,832,042)
Gross Profit/(Loss) (1,093,184) (223,940) (1,637,071)
Administrative expenses (9,391,361) (6,974,796) (14,227,561)
_____ _____ _____
OPERATING LOSS (10,484,545) (7,198,736) (15,864,632)
---------------------------------------------------------------------------------------- ------------------- ------------------- --------------------
Operating loss before non-recurring
and non-cash items (9,353,223) (6,146,383) (13,794,485)
Depreciation, Amortisation and
Impairment (1,002,638) (864,120) (1,626,671)
Share based payments (128,684) (188,233) (443,476)
------------------ ------------------ ------------------
OPERATING LOSS (10,484,545) (7,198,736) (15,864,632)
---------------------------------------------------------------------------------------- ------------------- ------------------- --------------------
Finance income 21,204 62,404 106,891
Finance costs (15,726) (15,115) (14,229)
Foreign exchange gain (262,333) 12,450 (381,101)
_____ _____ _____
LOSS FOR THE PERIOD BEFORE TAXATION (10,741,400) (7,138,997) (16,153,071)
Taxation - - 1,184,287
_____ _____ _____
NET LOSS AND TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD (10,741,400) (7,138,997) (14,968,784)
Attributable to:
Owners of the parent company (10,741,400) (7,138,997) (14,968,784)
Non - controlling interest - - -
_____ _____ _____
Loss per share
Basic and Diluted from Continuing
Operations 3 (0.68)p (0.54)p (1.1)p
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR MELODYVR GROUP PLC
for the six months ended 30th June 2020
(unaudited)
Share Merger Share Reverse Non- Currency
Share Premium Relief Option Retained Takeover Controlling Translation
Capital Reserve Reserve Reserve Losses Reserve Interest Reserve Total
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance at 1st July 2019 14,804,875 39,950,079 486,611 2,162,498 (27,412,803) (10,002,543) (44,990) (77,733) 19,865,994
Total comprehensive loss for
the period - - - - (7,829,787) - - - (7,829,787)
Grant of share
options/warrants - - - 255,243 - - - - 255,243
Issue of new shares 139,975 581,150 - - - - - - 721,125
Currency Translation Reserve - - - - - - - 125,674 125,674
Non-Controlling Interest - - - - - - - - -
___ _____ _____ _____ _____ _____ _____ _____ _____
Balance at 31st December 2019 14,944,850 40,531,229 486,611 2,417,741 (35,242,590) (10,002,543) (44,990) 47,941 13,138,249
Total comprehensive loss for
the period - - - - (10,741,400) - - - (10,741,400)
Grant of share
options/warrants - - - 128,686 - - - - 128,686
Issue of new shares 2,861,269 7,068,214 - - - - - - 9,929,483
Currency Translation Reserve - - - - - - - (217,064) (217,064)
Non-Controlling Interest - - - - - - - - -
_____ _____ _____ _____ _____ _____ _____ _____ _____
Balance at 30th June 2020 17,806,119 47,599,443 486,611 2,546,427 (45,983,990) (10,002,543) (44,990) (169,123) 12,237,954
CONSOLIDATED STATEMENT OF FINANCIAL POSISITON FOR MELODYVR GROUP PLC
as at 30th June 2020
Unaudited Unaudited Audited
as at as at as at
30th June 30th June 31st December
2020 2019 2019
Notes GBP GBP GBP
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 4 1,082,766 963,404 813,728
Right of Use Assets 5 620,369 - 515,706
Financial Assets 7 258,107 - 235,446
Intangible assets 6 3,800,128 2,327,574 2,647,050
_____ _____ _____
TOTAL NON-CURRENT ASSETS 5,761,370 3,290,978 4,211,930
_____ _____ _____
CURRENT ASSETS
Inventories 368,025 - 371,877
Trade and other receivables 5,101,554 1,235,569 3,382,819
Cash and cash equivalents 5,320,925 17,506,396 6,795,341
_____ _____ _____
TOTAL CURRENT ASSETS 10,790,504 18,741,965 10,550,037
______ ______ _____
TOTAL ASSETS 16,551,874 22,032,943 14,761,967
______ ______ ______
LIABILITIES
CURRENT LIABILITIES
Trade and other payables (3,682,997) (2,166,949) (1,143,311)
Lease liabilities (368,928) - (156,964)
______ ______ ______
TOTAL CURRENT LIABILITIES (4,051,925) (2,166,949) (1,300,275)
NON-CURRENT LIABILITIES
Lease liabilities (261,995) - (323,443)
______ ______ _____
TOTAL LIABILITIES (4,313,920) (2,166,949) (1,623,718)
______ ______ _____
TOTAL NET ASSETS 12,237,954 19,865,994 13,138,249
______ ______ _____
EQUITY
Share capital 8 17,806,119 14,804,875 14,944,850
Share premium reserve 47,599,443 39,950,079 40,531,229
Retained losses (45,983,990) (27,412,803) (35,242,590)
Share Option Reserve 2,546,427 2,162,498 2,417,741
Merger Relief Reserve 486,611 486,611 486,611
Non-controlling interests (44,990) (44,990) (44,990)
Currency Translation Reserve (169,123) (77,733) (47,941)
Reverse takeover reserve (10,002,543) (10,002,543) (10,002,543)
_____ _____ _____
TOTAL EQUITY 12,237,954 19,865,994 13,138,249
_____ _____ _____
CONSOLIDATED CASH FLOW STATEMENT FOR MELODYVR GROUP PLC
for the six months ended 30th June 2020
Unaudited Unaudited Audited
Six months Six months Year to
to to
30th June 30th June 31st December
2020 2019 2019
GBP GBP GBP
Loss from continuing operations (10,741,400) (7,138,997) (16,153,071)
Adjustments for:
Amortisation of intangible assets 522,036 419,316 1,001,809
Depreciation of fixed assets 359,411 275,209 610,128
Impairment of intangible asset - 169,595 -
Depreciation of right-of-use
assets 121,192 - 14,734
Loss on disposal of intangible
assets - - 169,596
Share based payment expense 128,684 188,233 443,476
(Increase) / decrease in inventories 3,851 - (371,877)
(Increase)/decrease in trade
and other receivables (1,718,735) (286,866) (596,636)
Increase/(decrease) in trade
and other payables 2,539,686 869,081 (790,126)
_____ _____ ______
Net cash outflow from operating
activities (8,785,275) (5,504,429) (15,671,967)
___ ___ _______
Investing activities
Purchase of property, plant and
equipment (628,449) (304,425) (489,864)
Investment in intangible assets (1,675,114) (820,938) (1,722,908)
Purchase of financial assets - - (235,446)
_____ _____ _____
Net cash generated used in investing
activities (2,303,563) (1,125,363) (2,448,218)
Financing activities
Proceeds from issue of ordinary
share capital 9,795,964 4,800,000 4,588,714
Proceeds from the exercise of
warrants 133,519 6,585 938,997
_____ _____ _____
Net cash generated from financing
activities 9,929,483 4,806,585 5,527,711
_____ _____ _____
(Decrease)/increase in cash and
cash equivalents (1,159,355) (1,823,207) (12,592,474)
Effect of changes in foreign
exchange (315,061) 1,655 59,867
Cash and cash equivalents brought
forward 6,795,341 19,327,948 19,327,948
_________ __________ _________
Cash and cash equivalents carried
forward 5,320,925 17,506,396 6,795,341
_________ __________ _________
NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR MELODYVR GROUP PLC
for the six months ended 30th June 2020
1. Basis of preparation of interim financial information
The consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as endorsed by the European Union ("IFRS") and expected to be effective at the year ended 31 December 2020.
The interim financial statements are unaudited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2019, prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, have been filed with the Registrar of Companies. The Auditors' Report on these accounts was unqualified, did not include any matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.
The consolidated interim financial statements are for the 6 months to 30 June 2020.
The interim consolidated financial information does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the group's annual financial statements for the year ended 31 December 2019, which were prepared in accordance with IFRSs as adopted by the European Union.
Going Concern
The directors have prepared detailed cash flow forecasts and are of the opinion that it is appropriate to prepare these financial statements on a going concern basis. In making this assessment management has considered:
a) The current working capital position and operational requirements b) The sensitivities associated with projected expenditure c) The timing and magnitude of planned capital expenditure d) The strategic exploitation of the company's significant resources
The conclusion of this assessment and having regard to the existing working capital position the Directors are of the opinion that the Group will have adequate resources to enable it to undertake its planned activities for the next twelve months.
2. Statement of compliance
The financial statements comply with IFRSs as adopted by the European Union.
The Group currently adopts all relevant accounting standards that have been endorsed by the EU. There are various standards that are expected to be endorsed in 2020. The Group believes these standards will have no material impact on the financial statements.
3. Loss per share
Loss attributable Unaudited Unaudited Audited Year
to equity holders 30th June 2020 30th June 2019 to 31st December
of the Company: 2019
GBP GBP GBP
Continuing and
total operations (10,741,400) (7,138,997) (14,968,784)
No. of shares No. of shares No. of shares
Weighted average
number of ordinary
shares in issue
for basic and fully 1,590,872,778 1,314,643,091 1,368,304,682
diluted earnings
Pence per Pence per Pence per
Share share Share
Loss per share (0.68)p (0.54)p (1.1)p
Basic and diluted: (0.68)p (0.54)p (1.1)p
4. Tangible fixed assets
Audio-visual Fixtures Computer Leasehold Total
production & Fittings Equipment Improvements
Equipment
GBP GBP GBP GBP GBP
Cost
As at 31 December 2019 731,224 97,038 1,112,768 74,285 2,015,315
Additions 242,218 - 69,698 316,533 628,449
Disposal - - - - -
_______ _______ _______ _______ _______
As at 30 June 2020 973,442 97,038 1,182,466 390,818 2,643,764
Accumulated depreciation
As at 31 December 2019 393,832 42,082 691,388 74,285 1,201,587
Charge for the period 149,945 12,100 190,549 6,817 359,411
_______ _______ _______ _______ _______
As at 30 June 2020 543,777 54,182 881,937 81,102 1,560,998
Net Book Value _______ _______ _______ _______ _______
As at 31 December 2019 337,392 54,956 421,380 - 813,728
As at 30 June 2020 429,665 42,856 300,529 309,716 1,082,766
_______ _______ _______ _______ _______
5. Right of use assets
Land and Total
Buildings
GBP GBP
Cost
As at 31 December 2019 530,440 530,440
Additions 225,855 225,855
Disposal - -
_______ _______
As at 30 June 2020 756,295 756,295
_______ _______
Accumulated depreciation
As at 31 December 2019 14,734 14,734
Charge for the period 121,192 121,192
_______ _______
As at 30 June 2020 135,926 135,926
Net Book Value _______ _______
As at 31 December 2019 515,706 515,706
As at 30 June 2020 620,369 620,369
_______ _______
6. Intangible assets
Goodwill Development Content Content Total
- released - in production
GBP GBP GBP GBP GBP
Cost
As at 31 December 2019 603,476 1,880,493 1,152,046 314,876 3,950,891
Additions - - 150,000 1,525,114 1,675,114
Reclassification - - - - -
Impairment - - - - -
_______ _______ _______ _______ _______
As at 30 June 2020 603,476 1,880,493 1,302,046 1,839,990 5,626,005
Accumulated amortisation
As at 31 December 2019 - 535,532 768,309 - 1,303,841
Charge for the period - 330,006 192,030 - 522,036
Impairment - - -
_______ _______ _______ _______ _______
As at 30 June 2020 - 865,538 960,339 - 1,825,877
Net Book Value _______ _______ _______ _______ _______
As at 31 December 2019 603,476 1,344,961 383,737 314,876 2,647,050
As at 30 June 2020 603,476 1,014,955 341,707 1,839,990 3,800,128
_______ _______ _______ _______ _______
Goodwill has been calculated as the fair value of the MelodyVR Group PLC ordinary shares pre reverse takeover less the net asset value of the Company at the time of take over.
7. Financial Assets
Unaudited Unaudited Audited as
as at as at at
30th June 30th June 31st December
2020 2019 2019
GBP GBP GBP
Security deposit 258,107 - 235,446
________ _________ ________
8. Share Capital
30th June 2020 30th June 2019
(unaudited) (unaudited)
Number Number
Ordinary shares of 1.1 pence each 499,725,635 495,095,455
Ordinary shares of 1.16 pence each 231,750,344 231,750,344
Ordinary shares of 1.2 pence each 4,615,090 -
Ordinary shares of 1.4 pence each 41,024,988 41,024,988
Ordinary shares of 1.7 pence each 205,232,810 205,232,810
Ordinary shares of 1.85 pence each 33,419,076 22,947,958
Ordinary shares of 3.75 pence each 275,410,966 -
Ordinary shares of 4.5 pence each 111,111,111 111,111,111
Ordinary shares of 8 pence each 187,500,000 187,500,000
Ordinary shares of 15.399 pence 4,997,041 -
each
Ordinary shares of 16 pence each 125,000,000 125,000,000
Deferred shares of 0.24p each 150,520,616 150,520,616
Deferred shares of 0.95p each 26,000,000 26,000,000
--------------- ---------------
Total 1,896,307,667 1,596,183,282
=============== ===============
Further copies of this document are available both at the registered office of the Company. The statement will also be available to download on the Company's website: http://melodyvr.group
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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