TIDMEXR
RNS Number : 2488A
Engage XR Holdings PLC
23 May 2023
23 May 2023
ENGAGE XR Holdings Plc
("ENGAGE XR", the "Company", or the "Group")
Final Results
ENGAGE XR Holdings Plc (AIM: EXR), a leading metaverse
technology company, is pleased to announce its audited results for
the 12 months ended 31 December 2022.
Financial Highlights:
-- Total revenue for the Group was up 62% to EUR3.9 million (2021: EUR2.4 million)
-- ENGAGE platform revenue grew 86% to EUR3.3 million (2021: EUR1.8 million)
-- December 2022 was the Company's biggest ever month with EUR0.6 million in deals closed
-- Average contract values increased by 24% to EUR21k
-- Gross margin increased to 82% from 79%
-- EBITDA loss was EUR5.8 million (2021: loss of EUR2.8 million)
primarily driven by increased headcount. Subsequent cost reduction
exercise has reduced annualised payroll costs by 25%
-- The Group's cash position on 31 December 2022 was EUR2.2
million with no debt and at 30 April 2023 was EUR10.3 million
Operational Highlights:
-- Ended 2022 with more than 190 enterprise and education
clients. This is now over 200 (as at 30 April 2023)
-- More than 70 new customers signed, including Pfizer, MTN,
HSBC, KIA, Pearson, Lenovo, Kuehne & Nagel, Adtalem Global
Education and University of Miami
-- Renewing clients included 3M, KPMG, Meta, HTC, BHP and Stanford University
-- Successfully launched the Group's fully featured corporate
metaverse ENGAGE Link in November 2022
-- Group partner Victory XR launched 10 metaversities built on
ENGAGE. This has grown with a new round of schools being announced
in March 2023. Each student requires a full ENGAGE license to
access the Victory XR content generating recurring revenue from the
Group.
-- In September 2022, ENGAGE and Lenovo(TM) announced a
partnership. ENGAGE will be part of Lenovo's new all in one VRX
Headset, expected to be available from H2 2023
Post period end Highlights:
-- The cash balance was significantly strengthened post period
end by a successful EUR10.5 million (EUR9.9 million net of
expenses) fundraise.
-- Ground-breaking concert hosted in ENGAGE in March 2023 by the
renowned international musician, Norman Cook, aka Fatboy Slim
-- The Group is gaining traction in the US market. 58% of
revenue in Q1 2023 has been derived from North America compared to
30% for FY22, following deployment of the US sales team in
mid-2022
-- Q1 2023 reported revenue figures are 40% higher than the same period in 2022
David Whelan, CEO of ENGAGE XR, said: "2022 was an extremely
busy year with many positives and most metrics going in the right
direction despite turbulence hitting the global tech sector during
the second half of the year. This had a consequential impact on the
conversion of our pipeline of commercial opportunities. During the
year, we launched new services on our platform, added more Fortune
500 companies to our client list, saw revenues grow throughout the
year, and successfully launched ENGAGE Link in November 2022.
"2023 has started encouragingly. We have had some exciting
client wins already, including two of the world's leading banks.
How fast and how big our growth will be remains to be seen.
However, the Company has a strong balance sheet and is now in the
best position possible to capitalise on the clear market
opportunity. We are seeing increasing engagement from potential
customers with our technology and platform. Our Lenovo partnership
opens up exciting opportunities, and we are confident that the
momentum seen in 2022 will continue into the current financial year
and beyond."
Investor Communications
CEO David Whelan and CFO Séamus Larrissey will provide a live
presentation relating to the Group's interim results via the
Investor Meet Company platform on 23 May 2023 at 10:00am (UK).
The presentation is open to all existing and potential
shareholders. Questions can be submitted pre-event via your
Investor Meet Company dashboard up until 9:00am the day before the
meeting or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add
to meet ENGAGE XR Holdings Plc via:
https://www.investormeetcompany.com/engage-xr-holdings-plc/register-investor
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
- Ends -
For further information, please contact:
ENGAGE XR Holdings Plc Tel: +353 87 665 6708
David Whelan, CEO info@engagexr.co
Séamus Larrissey, CFO
Sandra Whelan, COO
finnCap Ltd (Nominated Adviser & Joint Tel: +44 (0) 20 7220
Broker) 0500
Marc Milmo/ Seamus Fricker (Corporate Finance)
Sunila de Silva (ECM)
Shard Capital Partners LLP (Joint Broker) Tel: +44 (0) 20 7186
Damon Heath / Erik Woolgar 9952
SEC Newgate (Financial Communications) Tel: +44 (0)7540 106
Robin Tozer / Naz Zandi 366
engage@secnewgate.co.uk
About ENGAGE XR
ENGAGE XR Holdings plc (AIM: EXR) is metaverse technology
company focused on becoming a leading global provider of virtual
communications solutions through its new fully featured corporate
metaverse, ENGAGE Link. A demonstration of ENGAGE Link is here
The Company also has a proprietary software platform, ENGAGE.
ENGAGE provides users with a platform for creating, sharing, and
delivering VR content for education, training, and online events
through its three solutions: Virtual Campus, Virtual Office, and
Virtual Events.
For further information, please visit: www.engagexrholdings.com
(LinkedIn: @Engage XR Holdings plc Twitter: @engage_xr)
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report and Financial
Statements of ENGAGE XR Holdings PLC ("ENGAGE XR", "the Group" or
"the Company") for the year ended 31 December 2022. Our aim is to
become a leading global provider of virtual communications
solutions through our proprietary software platform, ENGAGE.
However, it has been a challenging year with an uncertain
macro-economic backdrop which manifested itself most acutely in the
"tech crash" in Autumn 2022.
Revenue in the year increased by 62% to EUR3.9 million. Gross
profit increased by 67% as gross profit benefited from an improved
gross profit margin of 82% (2021: 79%). A longer sales
decision-making cycle in our customer base due to the economic
uncertainty in the second half of 2022 meant we were disappointed
not to break through the EUR4 million revenue barrier.
Earlier in the financial year, the Company made a decision to
significantly increase its sales function and development
capability as it sought to accelerate the market penetration of
ENGAGE and expedite the development of its fully featured corporate
metaverse, ENGAGE Link. Staff and contractor costs rose to EUR7.0
million, up from EUR3.7 million in 2021. At the time, this was the
correct decision, but the tech crash meant slower than expected
corporate sales. This led to a downgrading of our guidance for the
year and a cost reduction exercise which reduced annualised payroll
costs by 25%. Additionally, a placing was successfully competed
after the year end in February 2023 to bolster the Group's balance
sheet and to help us deliver our ambitious growth plans.
The Board continue to see meaningful opportunities to exploit
metaverse use in companies in the corporate and education sectors.
The Board believes that the specific areas the Company is
targeting, such as remote education, remote events, and the way in
which organisations interact with staff, suppliers and customers
will be transformed by the Metaverse. As a result, the Board
remains very focused on selling to and servicing universities,
other education establishments and global enterprise customers. We
now have over 200 Enterprise and Education customers on the ENGAGE
platform. Some of the highlights in the year include the launch of
ten Metaversites in the US, and our collaboration with Lenovo,
which has developed into a commercial relationship.
Post period end, we successfully completed a EUR10.5 million
equity raise (before expenses) in February 2023 and we have seen a
strong start to 2023. We were also delighted with the response to
the ground-breaking concert hosted in ENGAGE in March 2023 by the
renowned international musician, Norman Cook, aka Fatboy Slim.
The management team and the Board are looking forward to the
future with optimism. I would like to thank everyone at ENGAGE XR
in delivering great progress in what has been a challenging
environment. Furthermore, I want to thank our shareholders for
their continued support.
Richard Cooper
Non-Executive Chairman
22 May 2023
CHIEF EXECUTIVE'S REVIEW
Overview
2022 was an extremely busy year with many positives and most
metrics going in the right direction despite turbulence hitting the
global tech sector during the second half of the year. This had a
consequential impact on the conversion of our pipeline of
commercial opportunities. During the year we launched new services
on our platform, added more Fortune 500 companies to our client
list, saw revenues grow throughout the year, and successfully
launched ENGAGE Link in November 2022.
The market opportunity
The Board believes that the opportunities created by the
metaverse are significant and that corporates are seeing how
elements of the metaverse can be used to tremendous effect. Not
just in terms of how a company interacts with its customers but
also with suppliers and staff. The growth of metaversities and the
use of VR in education is further evidence of the opportunities
created by the metaverse. All these opportunities fit perfectly
into ENGAGE's offering.
From the outset, the ENGAGE platform has been positioned as the
metaverse platform focused on servicing the needs of enterprise
customers and universities. We are targeting organisations looking
for immersive corporate communications, remote collaboration,
training and development, education and remote events. Our
technology provides the platform which can help them to deliver
their own metaverse strategies. So far, we have developed over 900
metaworlds for our clients.
2022 saw the continued evolution in the growth of the business.
Our partner Victory XR launched 10 metaversities built on our
software This has grown with a new round of schools being announced
in March 2023. All students within the Victory XR ecosystem require
an ENGAGE license which generates recurring revenue for the
Group.
The main development in the period was the successful launch of
ENGAGE Link in November 2022. ENGAGE Link is an evolution of our
successful immersive communications platform. It was specifically
developed as a metaverse platform for corporations, professionals,
education organisations, and event organisers. ENGAGE Link allows
the Group's wide-ranging customer base to use the metaverse to
create their own virtual worlds to provide services directly to
clients and engage with employees and suppliers.
Client Growth
Throughout 2022 we dealt with many new enterprise and
educational clients. More than 70 new customers signed during the
year, including Pfizer, MTN, HSBC, KIA, Pearson, Lenovo, Kuehne
& Nagel, Adtalem Global Education and University of Miami.
Renewing clients included 3M, KPMG, Meta, HTC, BHP and Stanford
University. The Company ended 2022 with more than 190 enterprise
and education clients, which is now over 200. Many of our renewing
clients now spend more with us and are purchasing additional
services and licenses. There was an average increase of 24% to our
average contract value in the year which is extremely positive.
This is also a strong indication that ENGAGE is offering something
unique in the marketplace and the strength of the names on our
client roster demonstrates this.
We have also started to gain increased traction in the US market
from the US sales team we deployed in mid-2022. 58% of revenue in
Q1 2023 has been derived from North America compared to 30% for
FY22, a strong indication that the team is performing well.
Results
To give more colour on how our year went financially, we
achieved some important milestones which included:
-- ENGAGE platform revenue grew 86% in 2022 from EUR1.8 to EUR3.3m
-- Overall group revenue grew 62% to EUR3.9m outlining our total focus on platform growth
-- December 2022 was our biggest ever month with EUR0.6m in deals closed
-- Average contract values in the year increased by 24% to EUR21k
-- Gross margin increased to 82% from 79%
2022 saw strong revenue growth during the year. There was an
undeniably upward trend of our average monthly income through the
year with that trend continuing so far during the first half of
2023. Q1 2023 reported figures are already 40% higher than the same
period in 2022.
Growth in Services
As noted above, during 2022 we launched ENGAGE Link where
clients can, for the first time, open a public space and interact
directly with each other and directly with customers, suppliers,
and employees. These spaces are akin to physical locations just
like a business might have in a city.
One example of how ENGAGE Link has been successfully used is by
major car manufacturer, Kia. Kia opened a virtual showroom for
visitors to find out more about their products and services.
We expect many of our new and existing clients will progress
onto ENGAGE Link for marketing, networking events, professional
services, and recruitment drives. Enquiries as to how ENGAGE Link
can be used are being brought to us each week.
Lenovo Partnership
In September 2022 we announced that ENGAGE and Lenovo(TM), one
of the world's largest computer manufacturing and smartphone
companies, had entered into a partnership. The partnership will see
ENGAGE available on Lenovo's new all in one VRX Headset. This is an
enterprise-focused VR device.
The new headsets are expected to be available from H2 2023. We
have been training and working with Lenovo's sales team as they
look to bundle ENGAGE software licenses with their new headset. It
means ENGAGE software will be sold by hundreds of salespeople
globally to Lenovo's client base, not just a handful of ENGAGE
employees.
The Board are confident that this new channel partner will
enable us to grow our international reach and customer base. This
should see further revenue growth during the second half of 2023
after the headsets arrive on the market. Lenovo have a large global
market share in enterprise and education which is ENGAGE's target
market and should be a fruitful partnership for both parties.
Outlook
Despite 2022 being a year of growth, we believe our market
capitalisation does not reflect the actual progress of the
company.
There is growth in all our metrics, and we have reduced our cost
base by approximately 25% in Q1 2023 (compared to Q4 2022). Our
product offering has grown along with our client base. The
partnerships we have put in place during 2022 should begin to bear
fruit in the coming months.
Although times remain tough for many in the tech industry, we
took decisive actions early. These actions have provided us with a
solid foundation and the Company is poised for strong growth.
2023 has started encouragingly. We have had some exciting client
wins already, including two of the world's leading banks. How fast
and how big our growth will be remains to be seen. However, the
Company has a strong balance sheet and is now in the best position
possible to capitalise on the clear market opportunity. We are
seeing increasing engagement from potential customers with our
technology and platform. Our Lenovo partnership opens up exciting
opportunities, and we are confident that the momentum seen in 2022
will continue into the current financial year and beyond.
David Whelan
Chief Executive Officer
22 May 2023
CHIEF FINANCIAL OFFICER'S REVIEW
I am pleased to report that revenue for the year was up 62% on
the prior year from EUR2.4 million to EUR3.9 million, driven by a
significant increase in demand for the ENGAGE platform. ENGAGE
revenue was up 86% on the prior year from EUR1.8 million to EUR3.3
million.
EBITDA loss was EUR5.8 million compared to a loss of EUR2.8
million in the prior year and loss before tax was EUR6.0 million
compared to a loss in the prior year of EUR3.1 million. This
increased EBITDA loss is primarily driven by increased headcount in
the year.
Operating cashflows were a net outflow of EUR5.5 million for the
period. The current run-rate of staff costs and other ongoing costs
is approximately EUR0.4m per month.
At the balance sheet date, trade and other receivables were
EUR1.4m, ahead of trade and other payables at EUR1.2m. Trade
receivables represented an average of 52 debtor days (2021: 58
days).
The Group's cash position on 31 December 2022 was EUR2.2 million
with no debt. The cash balance was significantly strengthened post
period end by a successful EUR10.5 million (EUR9.9 million net of
expenses) fundraise. As at 30 April 2023, the Company's cash
position was EUR10.3 million.
Séamus Larrissey
Chief Financial Officer
22 May 2023
CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
for the year ended 31 December 2022
Note 2022 2021
Continuing Operations EUR EUR
Revenue 3 3,868,574 2,386,313
Cost of Sales 5 (709,018) (492,396)
------------ ------------
Gross Profit 3,159,556 1,893,917
Administrative Expenses 5 (9,133,860) (5,007,421)
Operating Loss (5,974,304) (3,113,504)
Finance Costs 8 (30,581) (16,767)
------------ ------------
Loss before Income Tax (6,004,885) (3,130,271)
Income Tax credit 9 - -
------------ ------------
Loss for the financial year (6,004,885) (3,130,271)
Other comprehensive income - -
------------ ------------
Total comprehensive loss for the
year attributable to owners of the
parent (6,004,885) (3,130,271)
------------ ------------
Earnings per Share (EPS) attributable
to owners of the parent
Basic earnings per share 10 (0.021) (0.011)
Diluted earnings per share 10 (0.019) (0.010)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 December 2022
Note 2022 2021
EUR EUR
Non-Current Assets
Property, Plant & Equipment 11 96,085 102,075
Intangible Assets 12 39,492 426,454
------------- -------------
135,577 528,529
Current Assets
Trade and other receivables 14 1,365,982 645,890
Cash and short-term deposits 15 2,209,169 7,790,060
------------- -------------
3,575,151 8,435,950
------------- -------------
Total Assets 3,710,728 8,964,479
------------- -------------
Equity and Liabilities
Equity Attributable to Shareholders
Issued share capital 16 290,451 290,451
Share premium 16 33,503,300 33,503,300
Other reserves 17 (11,752,741) (11,775,474)
Retained earnings 18 (19,560,652) (13,555,767)
------------- -------------
Total Equity 2,480,358 8,462,510
------------- -------------
Non-Current Liabilities
Lease liabilities 20 - 7,883
------------- -------------
Current Liabilities
Trade and other payables 21 1,222,488 481,576
Lease liabilities 20 7,882 12,510
------------- -------------
1,230,370 494,086
------------- -------------
Total Liabilities 1,230,370 501,969
------------- -------------
Total Equity and Liabilities 3,710,728 8,964,479
------------- -------------
COMPANY STATEMENT OF FINANCIAL POSITION
at 31 December 2022
Note 2022 2021
EUR EUR
Non-Current Assets
Investment in subsidiaries 13 18,765,102 30,477,062
------------- ------------
18,765,102 30,477,062
------------- ------------
Current Assets
Trade and other receivables 14 3,492 1,035
Cash and short-term deposits 15 486,170 1,476,744
------------- ------------
489,662 1,477,779
------------- ------------
Total Assets 19,254,764 31,954,841
------------- ------------
Equity and Liabilities
Equity Attributable to Shareholders
Issued share capital 16 290,451 290,451
Share premium 16 33,503,300 33,503,300
Other reserves 17 (691,272) (694,055)
Retained earnings 18 (14,001,259) (1,223,374)
------------- ------------
Total Equity 19,101,220 31,876,322
------------- ------------
Current Liabilities
Trade and other payables 20 153,544 78,519
------------- ------------
Total Liabilities 153,544 78,519
------------- ------------
Total Equity and Liabilities 19,254,764 31,954,841
------------- ------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
Share Share Other Retained Total
Capital Premium Reserves Earnings
EUR EUR EUR EUR EUR
Balance at 1 January
2021 241,751 24,547,516 (11,337,058) (10,429,815) 3,022,394
--------- ----------- ------------- ------------- ------------
Total comprehensive
income
Other comprehensive - - - - -
income
Loss for the year - - - (3,130,271) (3,130,271)
--------- ----------- ------------- ------------- ------------
Total comprehensive
income 241,751 24,547,516 (11,337,058) (13,560,086) (107,877)
--------- ----------- ------------- ------------- ------------
Transactions with owners
recognised directly in equity
New shares issued 48,700 8,955,784 - - 9,004,484
Share issue costs - - (538,060) - (538,060)
Share option expense - - 99,644 4,319 103,963
--------- ----------- ------------- ------------- ------------
Balance at 31 December
2021 290,451 33,503,300 (11,775,474) (13,555,767) 8,462,510
--------- ----------- ------------- ------------- ------------
Share Share Other Retained Total
Capital Premium Reserves Earnings
EUR EUR EUR EUR EUR
Balance at 1 January
2022 290,451 33,503,300 (11,775,474) (13,555,767) 8,462,510
--------- ----------- ------------- ------------- ------------
Total comprehensive
income
Other comprehensive - - - - -
income
Loss for the year - - - (6,004,885) (6,004,885)
--------- ----------- ------------- ------------- ------------
Total comprehensive
income 290,451 33,503,300 (11,775,474) (19,560,652) 2,457,625
--------- ----------- ------------- ------------- ------------
Transactions with owners
recognised directly in equity
Share option expense - - 22,733 - 22,733
--------- ----------- ------------- ------------- ------------
Balance at 31 December
2022 290,451 33,503,300 (11,752,741) (19,560,652) 2,480,358
--------- ----------- ------------- ------------- ------------
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
Share Share Other Retained Total
Capital Premium Reserves Earnings
EUR EUR EUR EUR EUR
Balance at 1 January
2021 241,751 24,547,516 (247,188) (791,234) 23,750,845
--------- ----------- ---------- ------------ -----------
Total comprehensive
income
Other comprehensive - - - - -
income
Loss for the year - - - (432,140) (432,140)
--------- ----------- ---------- ------------ -----------
Total comprehensive
income 241,751 24,547,516 (247,188) (1,223,374) 23,318,705
--------- ----------- ---------- ------------ -----------
Transactions with owners
recognised directly in equity
New shares issued 48,700 8,955,784 - - 9,004,484
Share issue costs - - (538,060) - (538,060)
Share option expense - - 91,193 - 91,193
--------- ----------- ---------- ------------ -----------
Balance at 31 December
2021 290,451 33,503,300 (694,055) (1,223,374) 31,876,322
--------- ----------- ---------- ------------ -----------
Share Share Other Retained Total
Capital Premium Reserves Earnings
EUR EUR EUR EUR EUR
Balance at 1 January
2022 290,451 33,503,300 (694,055) (1,223,374) 31,876,322
--------- ----------- ---------- ------------- ---------------
Total comprehensive
income
Other comprehensive income - - - - -
-
Loss for the year - - - (12,777,885) (12,777,885)
--------- ----------- ---------- ------------- ---------------
Total comprehensive
income 290,451 33,503,300 (694,055) (14,001,259) 19,098,437
--------- ----------- ---------- ------------- ---------------
Transactions with owners recognised
directly in equity
Share option expense - - 2,783 - 2,783
--------- ----------- ---------- ------------- ---------------
Balance at 31 December
2022 290,451 33,503,300 (691,272) (14,001,259) 19,101,220
--------- ----------- ---------- ------------- ---------------
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
Note 2022 2021
Continuing Operations EUR EUR
Loss before income tax (6,004,885) (3,130,271)
Adjustments to reconcile loss before
tax to net cash flows:
Depreciation of fixed assets 5 80,448 97,458
Amortisation of intangible assets 5 386,962 537,672
Finance Costs 8 30,581 16,767
Share Option Expense 22,733 103,963
Movement in trade & other receivables (720,092) (287,613)
Movement in trade & other payables 740,912 124,155
------------ ------------
(5,463,341) (2,537,869)
Bank interest & other charges paid (30,581) (16,767)
------------ ------------
Net Cash used in Operating Activities (5,493,922) (2,554,636)
------------ ------------
Cash Flows from Investing Activities
Purchases of property, plant & equipment 11 (74,458) (115,699)
------------ ------------
Net cash used in investing activities (74,458) (115,699)
------------ ------------
Cash Flows from Financing Activities
Proceeds from issuance of ordinary
shares - 8,466,424
Payment of lease liabilities (12,511) (38,746)
------------ ------------
Net cash generated from financing
activities (12,511) 8,427,678
------------ ------------
Net (decrease) / increase in cash
and cash equivalents (5,580,891) 5,757,343
Cash and cash equivalents at beginning
of year 15 7,790,060 2,032,717
Cash and cash equivalents at end
of year 15 2,209,169 7,790,060
------------ ------------
COMPANY STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
Note 2022 2021
Continuing Operations EUR EUR
Loss before income tax (12,777,885) (432,140)
Adjustments to reconcile loss before
tax to net cash flows:
Finance Costs 559 629
Share Option Expense 2,783 91,193
Impairment of Investment in Subsidiaries 11,602,935 -
Movement in trade & other receivables (2,457) 8,203,827
Movement in trade & other payables 75,025 17,273
------------- -------------
(1,099,040) 7,880,782
Bank interest & other charges paid (559) (629)
------------- -------------
Net cash used in Operating Activities (1,099,599) 7,880,153
------------- -------------
Cash Flows from Investing Activities
Capital contribution 12 109,025 (15,448,253)
------------- -------------
Net cash generated / (used) in investing
activities 109,025 (15,448,253)
------------- -------------
Cash Flows from Financing Activities
Proceeds from issuance of ordinary
shares - 8,466,424
------------- -------------
Net cash generated from financing
activities - 8,466,424
------------- -------------
Net (decrease) / increase in cash
and cash equivalents (990,574) 898,324
Cash and cash equivalents at beginning
of year 15 1,476,744 578,420
Cash and cash equivalents at end
of year 15 486,170 1,476,744
------------- -------------
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
ENGAGE XR Holdings plc ("the Company") is publicly traded on the
Alternative Investment Market ("AIM") of the London Stock Exchange
and on the Euronext Growth Market ("Euronext Growth"), a market
regulated by Euronext Dublin. The Company is incorporated and
domiciled in the Republic of Ireland. The registered office is Unit
9, Cleaboy Business Park, Old Kilmeaden Road, Waterford and the
registered number is 613330. The company was previously known as VR
Education Holdings plc.
The Company is the parent company of ENGAGE XR Limited,
previously known as Immersive VR Education Limited. ENGAGE XR
Limited is incorporated and domiciled in the Republic of Ireland
with the same registered office as the Company. On 12 March 2018
the Company acquired ENGAGE XR Limited and contemporaneously listed
on London's AIM market and Dublin's Euronext Growth market.
The Group is principally engaged in the development of the
educational Virtual Reality platform ENGAGE. The Company also
develops and sells Virtual Reality experiences for the education
market.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of
the Financial Statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated. The consolidated Financial Statements have been
prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union issued by the
International Accounting Standards Board ("IASB") including related
interpretations issued by the International Financial Reporting
Interpretations Committee ("IFRIC").
Basis of Consolidation
The consolidated financial statements incorporate those of
ENGAGE XR Holdings plc and its subsidiary ENGAGE XR Limited.
All financial statements are made up to 31 December 2022. Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with
those used by other members of the group.
All intra-group transactions, balances and unrealised gains on
transactions between group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
transferred.
Subsidiaries are fully consolidated from the date on which
control is transferred to the group. They are deconsolidated from
the date on which control ceases. Control is achieved when the
group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those
returns through its power over the investee.
The Group re-assess whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the elements of control.
Business Combination
Acquisition of ENGAGE XR Limited
The Company entered into an agreement to acquire the entire
issued share capital of ENGAGE XR Limited on 12 March 2018. The
acquisition was effected by way of issue of shares. Due to the
relative size of the companies, ENGAGE XR's shareholders became the
majority shareholders in the enlarged capital of the Company. The
transaction fell outside of IFRS 3 ("Business Combinations") and as
such has been treated as a group reconstruction.
Therefore, although the Group reconstruction did not become
unconditional until 12 March 2018, these consolidated financial
statements are presented as if the Group structure has always been
in place, including the activity from incorporation of the Group's
subsidiaries.
Furthermore, as ENGAGE XR Holdings plc was incorporated on 13
October 2017, while the enlarged group began trading on 12 March
2018, the Statement of Comprehensive Income and consolidated
Statement of Changes in Equity and consolidated Cash Flow
Statements are presented as though the Group was in existence for
the whole year. On this basis, the Directors have decided that it
is appropriate to reflect the combination using merger accounting
principles as the transaction falls outside the scope of IFRS 3 and
as such has been treated as a Group reconstruction. No fair value
adjustments have been made as a result of the combination.
Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of contingent
liabilities. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future
periods.
Judgements
In the process of applying the Group's accounting policies,
management has made the following judgements, which have the most
significant effect on the amounts recognised in the financial
statements:
Capitalised development costs
In applying the requirements of IAS 38 Intangible Assets, the
Group assessed various development projects against the criteria
required for capitalisation. Certain projects that did not meet the
criteria regarding the ability to determine whether those projects
would generate sufficient future economic benefits were expensed.
The judgements reflect the early stage of the VR/AR market and will
change over time.
Estimates and assumptions
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates
on parameters available when the financial statements were
prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or
circumstances arising that are beyond the control of the Group.
Such changes are reflected in the assumptions when they occur.
Capitalised development costs impairment review
The Group's impairment review undertaken to assess the carrying
value of capitalised development costs includes certain assumptions
on future revenues and costs associated with the underlying
technology. Those cashflows are discounted at an appropriate
discount rate. These estimates and assumptions are reviewed on an
on-going basis. Changes in accounting estimates may be necessary if
there are changes in the circumstances on which the estimate was
based or as a result of new information or more experience. Such
changes are recognised in the period in which the estimate is
revised.
Going Concern
The financial statements are presented on a going concern basis.
In forming this opinion, the Directors have considered all the
information available to them. This includes management prepared
forecasts, due consideration of the ability to raise funds on the
open market in respect of the listing on the Alternative Investment
Market on the London Stock Exchange and the timing as to when such
funds will be received.
On 5 March 2023, the Company issued 234,375,000 ordinary shares
at a GBP0.04 (EUR0.045) as a result of an oversubscribed placing
raising EUR10,500,000 before costs are deducted. The proceeds will
be primarily used for working capital and general corporate
purposes and also on sales and marketing to convert pipeline and
capitalise on market opportunity to be deployed over the next 12-18
months.
Based on their consideration of these matters and the successful
fundraise post year end the Directors believe the Group and Company
to be a going concern.
These financial statements do not include adjustments relating
to the recoverability and classification of recorded asset amounts
nor to the amounts and classification of liabilities that might be
necessary should the group not continue as a going concern. Thus,
the Directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the Financial Statements of the Group are
measured using the currency of the primary economic environment in
which the entity operates ("functional currency").
The Financial Statements are presented in euro (EUR), which is
the Group's functional and presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the income statement, except when deferred in
other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges. Foreign exchange gains and losses
that relate to borrowings and cash and cash equivalents are
presented in the income statement within 'finance income or costs'.
All other foreign exchange gains and losses are presented in the
income statement within Administrative Expenses.
Current versus non-current classification
The Group presents assets and liabilities in the statement of
financial position based on current/non-current classification. An
asset is current when it is:
-- Expected to be realised or intended to be sold or consumed in the normal operating cycle
-- Held primarily for the purpose of trading
-- Expected to be realised within twelve months after the reporting period; or
-- Cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve months
after the reporting period
All other assets are classified as non-current.
A liability is current when:
-- It is expected to be settled in the normal operating cycle
-- It is held primarily for the purpose of trading
-- It is due to be settled within twelve months after the reporting period Or
-- There is no unconditional right to defer the settlement of
the liability for at least twelve months after the reporting
period
The Group classifies all other liabilities as non-current.
Segment Reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
Fair value measurement
The Group measures financial instruments such as derivatives at
fair value at each balance sheet date. The Company has applied IFRS
9 for all periods presented.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
-- In the principal market for the asset or liability; or
-- In the absence of a principal market, in the most
advantageous market for the asset or liability
The principal or the most advantageous market must be accessible
by the Group. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants
act in their economic best interest.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable, and represents amounts receivable for goods
and services supplied, stated net of discounts, returns and
Value-Added Taxes (VAT).
Under IFRS 15, Revenue from Contracts with Customers, five key
points to recognise revenue have been assessed:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the
contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance
obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a
performance obligation.
The Group recognises revenue when the amount of revenue can be
reliably measured, it is probable that future economic benefits
will flow to the entity, and specific criteria have been met for
each of the Group's activities, as described below. The Group bases
its estimates on historical results, taking into consideration the
type of customer, the type of transaction and the specifics of each
arrangement.
Where the Group makes sales relating to a future financial
period, these are deferred and recognised under 'deferred revenue'
on the Statement of Financial Position. The Group currently has two
revenue streams:
ENGAGE Revenue
The Group is primarily focused on developing a proprietary VR
platform which is sold through licences and professional services
revenue. This is considered "ENGAGE Revenue" for reporting
purposes. Revenue is recognised when the license is delivered to
the customer, or when all performance obligations have been
achieved.
Showcase Experiences
The Group also develops proprietary educational VR content which
is sold through licences. This is considered "Showcase Experience
Revenue" for reporting purposes. Revenue is recognised when the
license key is delivered to the customer, or when all performance
obligations have been achieved.
Revenue is received net of commission from the platforms where
the Group licenses their content. The gross amount of revenue is
recognised in revenue with the corresponding commission portion
recognised in cost of sales.
Other Revenue
The Group develops educational VR content on behalf of customers
based on specific customer requirements. This is considered "Other
Revenue" for reporting purposes. Such revenue is recognised on a
percentage completion basis unless there are significant
performance obligations that would require deferral until such
obligations are delivered. Stage of completion is measured by
reference to labour hours incurred to date as a percentage of total
estimated labour hours for each contract. When the contract outcome
cannot be measured reliably, revenue is recognised only to the
extent that the expenses incurred are eligible to be recovered.
This is generally during the early stages of development where the
specifications need to pass through the customer's approval as part
of the development.
The disaggregation of revenue, required under IFRS 15, has been
prepared on the basis of the two revenue streams outlined above and
is included in Note 3.
Government Grants
Government grants are recognised where there is reasonable
assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an
expense item, it is recognised as income on a systematic basis over
the periods that the related costs, for which it is intended to
compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life
of the related asset.
Property, Plant and Equipment
All property, plant and equipment is stated at historical cost
less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items. Cost may
also include transfers from equity of any gains/losses on
qualifying cash flow hedges of foreign currency purchases of
property, plant and equipment.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are
incurred.
Depreciation on assets is calculated using the straight-line
method to allocate their cost less residual value over their
estimated useful lives, as follows:
Office equipment - 3 - 5 years
Furniture, fittings and equipment - 5 years
Leasehold improvements - over the life of the leased asset
Right-of-use assets are depreciated over the shorter of the
asset's useful life and the lease term on a straight line
basis.
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period. Gains
and losses on disposals are determined by comparing the proceeds
with the carrying amount, and are recognised in the income
statement.
Intangible Assets
Research costs are expensed as they are incurred. Development
costs that are directly attributable to the design and testing of
identifiable and unique commercial software controlled by the Group
are recognised as intangible assets when the following criteria are
met:
-- it is technically feasible to complete the software product
so that it will be available for use and sale;
-- management intends to complete the software product and use or sell it;
-- there is an ability to use or sell the software product;
-- it can be demonstrated how the software product will generate future economic benefits;
-- adequate technical, financial and other resources to complete
the development and use or sell the software product are available;
and
-- the expenditure attributable to the software product during
its development can be reliably measured.
Directly attributable costs that are capitalised as part of the
software product include the software development employee costs
and subcontracted development costs.
Other development expenditure that does not meet these criteria
is recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset
in a subsequent period.
Computer software development costs recognised as assets are
amortised over their estimated useful lives, which do not exceed 3
years and commences after the development is complete and the asset
is available for use. Intangible assets in relation to Showcase
Experiences are amortised over their estimated useful lives based
on the pattern of consumption of the underlying economic benefits.
The ENGAGE platform is amortised on a straight line basis over 3
years. Amortisation is included in Administrative Expenses.
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an
indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the
Group estimates the asset's recoverable amount. An asset's
recoverable amount is the higher of an asset's or CGU's fair value
less costs of disposal and its value in use. The recoverable amount
is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from
other assets or groups of assets.
When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.
The Group bases its impairment calculation on detailed budgets
and forecast calculations, which are prepared separately for each
of the Group's CGUs to which the individual assets are allocated.
These budgets and forecast calculations generally cover a period of
five years. A long-term growth rate is calculated and applied to
project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the
statement of profit or loss in expense categories consistent with
the function of the impaired asset.
For assets, an assessment is made at each reporting date to
determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such
indication exists, the Group estimates the asset's or CGU's
recoverable amount.
A previously recognised impairment loss is reversed only if
there has been a change in the assumptions used to determine the
asset's recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of
the asset does not exceed its recoverable amount, nor exceed the
carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset
in prior years.
Trade Receivables
Trade receivables are amounts due from customers for licenses
sold or services performed in the ordinary course of business. If
collection is expected in one year or less (or in the normal
operating cycle of the business if longer), they are classified as
current assets. If not they are presented as non-current
assets.
Trade receivables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. The Group holds the
trade receivables with the objective of collecting the contractual
cash flows.
The Group provides for known bad debts and other accounts over a
certain age in line with Group policy. The realisation of the asset
may differ from the provision estimated by management.
Cash and Cash Equivalents
In the Statement of Cash Flows, cash and cash equivalents
comprise cash in hand and short-term deposits. Bank overdrafts are
shown within borrowings in current liabilities on the Statement of
Financial Position.
Capital Contributions
A capital contribution represents irrevocable, non-repayable
amounts contributed from connected parties. Capital contributions
are accounted for as a contribution when they are approved, through
the profit and loss account reserve.
Share Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax,
from the proceeds. Where the issuance of the new shares or options
occurs in a subsequent period from when the incremental costs are
incurred these costs are prepaid until the issuance takes
place.
Share Based Payments
The Group has an equity settled employee incentive plan. The
cost of equity settled transactions with employees is measured by
reference to the fair value at the date at which they are granted
and is recognised as an expense over the vesting period, which ends
on the date on which the relevant employees become fully entitled
to the award. Fair value is determined using an appropriate pricing
model. In valuing equity-settled transactions, no account is taken
of any vesting conditions, other than conditions linked to the
price of the shares of the Group. No expense is recognised for
awards that do not ultimately vest.
At each reporting date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has
expired and management's best estimate of the achievement or
otherwise of non-market conditions number of equity instruments
that will ultimately vest. The movement in cumulative expense since
the previous reporting date is recognised in the profit and loss
within administration expenses, with a corresponding entry in the
balance sheet in share options reserve.
Where the terms of an equity-settled award are modified or a new
award is designated as replacing a cancelled or settled award, the
cost based on the original award terms continues to be recognised
over the original vesting period. In addition, an expense is
recognised over the remainder of the new vesting period for the
incremental fair value of any modification, based on the difference
between the fair value of the original award and the fair value of
the modified award, both as measured on the date of the
modification. No reduction is recognised if this difference is
negative. Where an equity-settled award is cancelled, it is treated
as if it had vested on the date of cancellation, and any cost not
yet recognised in the Statement of Comprehensive Income for the
award is expensed immediately.
Trade Payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
Leases
The Group leases office premises and motor vehicles under rental
contracts for fixed periods but may contain extension options.
Lease terms are negotiated on an individual basis and contain
different terms and conditions. The lease agreements entered into
by the Group do not impose any covenants other than the security
interests in the leased assets that are held by the lessor.
From 1 January 2019 leases are recognised as a right-of-use
asset and a corresponding liability at the date at which the leased
asset is available for use by the Group. Assets and liabilities
arising from a lease are initially measured on a present value
basis. Lease liabilities include the net present value of the
following lease payments:
-- Fixed payments less any lease incentives receivable;
-- Variable lease payments that are based on an index or a rate;
-- The exercise price of a purchase option if the Group is
reasonably certain to exercise that option; and
-- Payments of penalties for terminating the lease.
Lease payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined
the lessee's incremental borrowing rate is used. Lease payments are
allocated between principal and finance cost. The finance charge is
charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the
liability.
Payments associated with short-term leases (12 months or less)
and leases of low-value assets are recognised on a straight-line
basis as an expense in profit or loss.
Current and Deferred Income Tax
The tax expense for the period comprises current and deferred
tax. Tax is recognised in the income statement, except to the
extent that it relates to items recognised directly in equity. In
this case the tax is also recognised directly in other
comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Group operates and
generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Financial
Statements. However, the deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a
transaction other than a business combination that, at the time of
the transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted, or substantially enacted, by the end of the
reporting period and are expected to apply when the related
deferred income tax asset is realised, or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred
income tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities, and when the deferred income tax assets
and liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Research and development tax credit
The Group undertakes certain research and development activities
that qualify for the receipt of a research and development
(R&D) tax credit from the Irish tax authorities. Such grants
are recognised as a credit against related costs on a cash receipts
basis.
Financial Instruments
A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial Assets
Initial Recognition and Measurement
In accordance with IFRS9, 'Financial Instruments' the Group has
classified its financial assets as 'Financial assets at amortised
cost'. The Group determines the classification of its financial
assets at initial recognition. All financial assets are recognised
initially at fair value plus, in the case of assets not at fair
value through the Statement of Comprehensive Income, transaction
costs that are attributable to the acquisition of the financial
asset and expected credit losses based on historical collection
experience of similar assets.
Subsequent Measurement
The subsequent measurement of financial assets depends on their
classification as described below:
Financial Assets Carried at Amortised Cost
This category applies to trade and other receivables due from
customers in the normal course of business. All amounts which are
not interest bearing are stated at their recoverable amount, being
invoice value less provision for any expected credit losses. These
assets are held at amortised cost. The group classifies its
financial assets as at amortised cost only if both of the following
criteria are met:
I. the asset is held within a business model with the objective
of collecting the contractual cash flows; and
II. the contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal outstanding.
Financial assets at amortised cost comprise current trade and
other receivables due from customers in the normal course of
business and cash and cash equivalents. The Group does not hold any
material financial assets at fair value through other comprehensive
income or at fair value through the Statement of Comprehensive
Income. The Group does not hold any derivatives and does not
undertake any hedging activities.
Trade receivables are initially recognised at their transaction
price. The group does not expect to have any contracts where the
period between the transfer of the promised goods or services to
the customer and payment by the customer exceeds one year. As a
consequence, the group does not adjust any of the transaction
prices for the time value of money. Other financial assets are
recognised initially at fair value plus transaction costs that are
directly attributable to the acquisition of the financial asset.
Trade and other receivables are subsequently measured at amortised
cost less provision for expected credit losses.
Impairment of Financial Assets
The Group assesses on a forward looking basis the expected
credit losses associated with its financial assets measured at
amortised cost. The Group applies the simplified approach to
providing for expected credit losses prescribed by IFRS 9, which
permits the use of the lifetime expected loss provision for all
trade receivables. To measure the expected credit losses, trade
receivableshave been grouped based on shared credit risk
characteristics and the days past due. For other financial assets
at amortised cost, the Group determines whether there has been a
significant increase in credit risk since initial recognition. The
Group recognises twelve month expected credit losses if there has
not been a significant increase in credit risk and lifetime
expected credit losses if there has been a significant increase in
credit risk.
Expected credit losses incorporate forward looking information,
take into account the time value of money when there is a
significant financing component and are based on days past due; the
external credit ratings of its customers; and significant changes
in the expected performance and behaviour of the borrower.
Financial assets are written off when there is no reasonable
expectation of recovery. Where receivables have been written off,
the Group continues to engage in enforcement activity to attempt to
recover the receivable due. Where recoveries are made, these are
recognised in the Statement of Comprehensive Income.
Financial Liabilities
Initial Recognition and Measurement
All financial liabilities are recognised initially at fair value
net of directly attributable transaction costs.
The Group's financial liabilities include trade and other
payables.
After initial recognition, interest bearing loans and borrowings
are subsequently measured at amortised cost using the effective
interest rate method (EIR). Gains and losses are recognised in the
Statement of Comprehensive Income when the liabilities are
derecognised as well as through the (EIR) amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included in finance costs
in the Statement of Comprehensive Income. This category generally
applies to interest-bearing loans and borrowings.
Derecognition of Financial Assets and Liabilities
A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is
derecognised when: (1) The rights to receive cash flows from the
asset have expired, or (2) The Group has transferred its rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement, and either (a) the
Group has transferred substantially all the risks and rewards of
the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has
transferred control of the assets.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in the Statement of
Comprehensive Income.
New standards, interpretations and amendments adopted by the
Group and Company
The group did not adopt any new standards, amendments or
interpretations in year as they did not have a material impact on
the financial statements.
New standards, amendments, and interpretations issued but not
effective for the period ended 31 December 2022, and not early
adopted
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning on or
after 1 January 2022 and have not been applied in preparing these
financial statements:
-- Amendments to IFRS 3: Business Combination
-- Amendments to IAS 16: Property, Plant and Equipment
-- Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets
-- Amendments to IAS 1: Presentation of Financial Statements, Disclosure of Accounting Policies
-- Amendments to IAS8: Definition of Accounting Estimates
None of these is expected to have a significant effect on the
financial statements of the Group or Parent Company.
3. Segment Reporting
2022 2021
Revenue by Type EUR EUR
ENGAGE revenue 3,333,218 1,791,416
Showcase experience revenue 373,979 469,467
Other revenue 161,377 125,430
--------- ---------
Total Revenue 3,868,574 2,386,313
--------- ---------
4. Capital Management
For the purpose of the Company's capital management, capital
includes issued capital, share premium and all other equity
reserves. The primary objective of the Group's capital management
is to maximise the shareholder value.
Group 2022 2021
EUR EUR
Lease liabilities (7,882) (20,393)
Trade and other payables (1,222,488) (481,576)
Less: cash and short-term deposits 2,209,169 7,790,060
----------- ----------
Net Funds 978,799 7,288,091
----------- ----------
Equity 2,480,358 8,462,510
----------- ----------
Total Equity 2,480,358 8,462,510
----------- ----------
Capital and net funds 3,459,157 15,750,601
----------- ----------
5. a. Expenses by nature
2022 2021
EUR EUR
Depreciation charges 80,448 97,458
Amortisation expense 386,962 537,672
Operating Lease Payments 38,833 8,514
Foreign Exchange Gain (2,785) (85,789)
Staff Costs 5,242,101 3,356,152
Contractor Costs 1,772,886 359,729
Other Expenses 2,324,433 1,226,081
--------- ---------
Total cost of sales and administrative
expenses 9,842,878 5,499,817
--------- ---------
Disclosed as:
Cost of sales 709,018 492,396
Administrative expenses 9,133,860 5,007,421
--------- ---------
Total cost of sales and administrative
expenses 9,842,878 5,499,817
--------- ---------
b. Auditor Remuneration
Services provided by the Company's auditor
During the year, the Company obtained the following services
from the Company's auditor:
2022 2021
EUR EUR
Fees payable to the Company's auditor
for the audit of the financial statements 46,600 46,600
-------- --------
6. Employees
Employee Benefit Expense 2022 2021
EUR EUR
Wages and salaries 4,631,127 2,906,329
Social security costs 528,015 314,091
Defined contribution pension costs 60,226 31,769
Share option expense 22,733 103,963
--------- ---------
Total Employee Benefit Expense 5,242,101 3,356,152
--------- ---------
Average Number of People Employed 2022 2021
Average number of people (including
executive Directors)
employed:
Operations 69 44
Administration 4 3
Sales, Marketing and Customer Support 12 2
--------- ---------
Total Average Headcount 85 49
--------- ---------
7. Directors remuneration
Below is the Directors' remuneration for the year ended 31
December 2022 and for the year ended 31 December 2021
31 December 2022
-------------------------------------------
Salaries Pension Options Total
Group and fees benefits / Warrants
issued
EUR EUR EUR EUR
Executive Directors
David Whelan 292,125 5,930 - 298,055
Sandra Whelan 234,208 5,870 - 240,078
Séamus Larrissey
Non-executive Directors 200,250 7,188 - 207,438
Richard Cooper 85,671 - 2,783 88,454
Praveen Gupta - - - -
Kenny Jacobs 27,313 - - 27,313
Frank Poore - - - -
839,567 18,987 2,783 861,338
--------- --------- ----------- --------
31 December 2021
-------------------------------------------
Salaries Pension Options Total
Group and fees benefits / Warrants
issued
EUR EUR EUR EUR
Executive Directors
David Whelan 176,917 4,824 - 181,741
Sandra Whelan 144,417 5,002 - 149,419
Séamus Larrissey
Non-executive Directors 128,167 6,333 - 134,500
Richard Cooper 85,552 - 16,700 102,252
Praveen Gupta - - - -
Kenny Jacobs 3,033 - - 3,033
Frank Poore - - 74,493 74,493
Harry Kloor 23,228 - - 23,228
Tony Hanway 27,000 - - 27,000
588,314 16,159 91,193 695,666
--------- --------- ----------- --------
The options issued are a non-cash amount and are accounted for
in line with the treatment of the other share options issued to
employees under IFRS 2. Further notes on Share Based Payments are
included in Note 19.
8. Finance Costs
2022 2021
EUR EUR
Interest expense:
- Lease interest 1,099 2,863
- Bank charges 29,482 13,904
------ ------
Total finance costs 30,581 16,767
------ ------
9. Income Tax
2022 2021
EUR EUR
Current tax:
Current tax on loss for the year - -
---- ----
Total current tax - -
---- ----
Deferred tax (Note 22) - -
---- ----
Income Tax - -
---- ----
The tax assessed for the year differs from that calculated using
the standard rate of corporation tax in Ireland (12.5%). The
differences are explained below:
2022 2020
EUR EUR
Loss Before Tax (6,004,885) (3,130,271)
----------- -----------
Tax calculated at domestic tax rates
applicable to loss in
Ireland of 12.5% (750,611) (391,284)
Tax effects of:
- Depreciation in excess of capital
allowances 4,110 7,400
- Expenses not deductible for tax
purposes 18,113 39,780
- Tax losses for which no deferred
tax asset was recognised 728,388 344,104
----------- -----------
Total tax - -
----------- -----------
10. Earnings per share (EPS)
2022 2021
Loss attributable to equity holders of EUR EUR
the Group:
Continuing Operations (6,004,885) (3,130,271)
----------- -----------
Weighted average number of shares for Basic
EPS 290,451,146 290,451,146
Effects of dilution from share options
and warrants 23,741,560 23,455,846
----------- -----------
Weighted average number of ordinary shares
adjusted for the effect of dilution 314,192,706 313,906,992
----------- -----------
Basic loss per share from continuing operations (0.021) (0.011)
Diluted loss per share from continuing
operations (0.019) (0.010)
----------- -----------
11. Property, Plant & Equipment
Fixtures,
Leasehold fittings Office Right
Group improvements and equipment Equipment of use Total
assets
EUR EUR EUR EUR EUR
Cost of Valuation
At 1 January
2021 20,341 7,025 178,883 156,031 362,280
Additions - - 115,699 - 115,699
-------------- -------------- ----------- -------- -------
At 31 December
2021 20,341 7,025 294,582 156,031 477,979
-------------- -------------- ----------- -------- -------
Additions - - 74,458 - 74,458
-------------- -------------- ----------- -------- -------
At 31 December
2022 20,341 7,025 369,040 156,031 552,437
-------------- -------------- ----------- -------- -------
Depreciation
At 1 January
2021 17,105 6,062 158,387 96,892 278,446
Charge (note
5) 3,236 694 54,781 38,747 97,458
------- ------ -------- -------- --------
At 31 December
2021 20,341 6,756 213,168 135,639 375,904
------- ------ -------- -------- --------
Charge (note
5) - 269 67,670 12,509 80,448
------- ------ -------- -------- --------
At 31 December
2022 20,341 7,025 280,838 148,148 456,352
------- ------ -------- -------- --------
Net Book Amount
At 31 December
2021 - 269 81,414 20,392 102,075
------------ -------- ------- -------- --------
At 31 December
2022 - - 88,202 7,883 96,085
------------ -------- ------- -------- --------
Depreciation expense of EUR80,448 (2021: EUR97,458) has been
charged in 'Administrative Expenses'.
Right of use asset relates to properties and vehicles held under
lease.
12. Intangible Assets
Software
in development
Group costs Total
EUR EUR
Cost
At 31 December 2021 and 31 December
2021 2,136,231 2,136,231
--------------- ---------
Amortisation
At 1 January 2021 1,172,105 1,172,105
Charge 537,672 537,672
--------- ---------
At 31 December 2021 1,709,777 1,709,777
--------- ---------
Charge 386,962 386,962
--------- ---------
At 31 December 2022 2,096,739 2,096,739
--------- ---------
Net Book Value
At 31 December 2021 426,454 426,454
------- -------
At 31 December 2022 39,492 39,492
------- -------
The software being developed relates to the creation of virtual
reality experiences and an online virtual learning and corporate
training platform.
ENGAGE is an online virtual learning and corporate training
platform currently in development by the Company. A desktop version
was released in December 2018 and the mobile version was released
in December 2019. Amortisation commenced when the mobile version
launched.
Titanic VR which is available for sale across all major VR
capable platforms since November 2018 has commenced being amortised
in the period. Raid on the Ruhr launched during 2019 and
amortisation commenced during the period. Space Shuttle launched
during 2020 and amortisation commenced during the period.
Amortisation expense of EUR386,962 (2021: EUR537,672) has been
charged in 'Administrative Expenses'.
An impairment review was carried out at the balance sheet date.
No impairment arose.
13. Investments in Subsidiaries
Company EUR
At 1 January 2021 15,028,809
Capital Contributions 15,448,253
------------
At 31 December 2021 30,477,062
------------
Additions 100,000
Repayment of Capital contributions (209,025)
Impairment Adjustment (11,602,935)
------------
At 31 December 2022 18,765,102
------------
Investments in subsidiaries are recorded at cost, which is the
fair value of the consideration paid.
On 12 March 2018, the Company acquired all of the issued capital
of ENGAGE XR Limited for a consideration of EUR15,000,000 which was
settled by issuing 133,089,739 Ordinary Shares in the Company. The
Company incurred expenses totalling EUR28,809 as part of the
transaction.
On 31 December 2021 the Company resolved to enter into a capital
contribution agreement with ENGAGE XR Limited to facilitate the
funding of the wholly owned subsidiary. An amount of EUR7,263,432
was forwarded during 2021 and EUR8,184,821 was converted from the
termination of the intercompany loan agreement in force since 1
January 2020. An amount of EUR209,025 was repaid by ENGAGE XR
Limited to the Company during 2022. A repayment arises if ENGAGE XR
Limited holds excess funds in a particular currency that is
required by ENGAGE XR Holdings PLC to meet its liabilities as they
fall due.
On 14 July 2022 the Company acquired all of the issued share
capital of ENGAGE XR LLC for a consideration of $100,000 which was
unpaid at the year end. This amount was subsequently paid in full
post period end.
The Board have recognised an impairment adjustment of
EUR11,602,935 (2021: EURNil) in the current year to reflect the
market capitalisation of the group at 31 December 2022.
Country of Proportion
incorporation of equity shares
Name and residence Nature of held by the
business company
Virtual Reality
ENGAGE XR Limited Ireland Technology 100%
Virtual Reality
ENGAGE XR LLC USA Technology 100%
This subsidiary undertakings are included in the consolidation.
The proportion of the voting rights in the subsidiary undertakings
held directly by the Parent Company does not differ from the
proportion of ordinary shares held.
14. Trade and Other Receivables
Current Group Company
2022 2021 2022 2021
EUR EUR EUR EUR
Trade receivables 552,836 381,568 - -
Less: provision for - - - -
impairment of receivables
--------- ------- ----- -----
Trade receivables
- net 552,836 381,568 - -
Prepayments 325,413 110,640 2,258 768
Accrued income 446,102 139,512 -
Other debtors 3,100 3,100 - -
VAT 38,531 11,070 1,234 267
--------- ------- ----- -----
1,365,982 645,890 3,492 1,035
--------- ------- ----- -----
As at 31 December 2022, trade receivables of EUR552,836 (2021:
EUR381,568) were fully performing and deemed fully recoverable. No
bad debt provision charge was incurred during 2022 (2021:
EURNil).
The Group assesses exposure to credit risk arising from
outstanding receivables on an annual basis. The maximum exposure to
credit risk at the reporting date is the carrying value of each of
the receivables above. The Group does not consider the credit risk
of any receivable has increased post recognition.
The Group does not expect any losses from outstanding
receivables in the current year.
The carrying amounts of the Company's trade and other
receivables are denominated in the following currencies:
Group Company
2022 2021 2022 2021
EUR EUR EUR EUR
Euro - Neither past
due nor impaired 335,635 330,287 - -
Dollar - Neither past
due nor impaired 217,201 51,282 - -
------- ------- ---- ----
552,836 381,568 - -
------- ------- ---- ----
15. Cash and short-term deposits
Group Company
2022 2021 2022 2021
EUR EUR EUR EUR
Cash at bank and on
hand 2,209,169 7,790,060 486,170 1,476,744
--------- --------- ------- ---------
2,209,169 7,790,060 486,170 1,476,744
--------- --------- ------- ---------
16. Issued Share Capital and Premium
Number Ordinary
of shares shares Share premium Total
EUR EUR EUR
At 1 January 2021 241,750,955 241,751 24,547,516 24,789,267
Ordinary Shares Issued 48,350,191 48,350 8,947,034 8,995,384
Exercise of Share
Options 350,000 350 8,750 9,100
----------- -------- ------------- ----------
At 31 December 2021 290,451,146 290,451 33,503,300 33,793,751
----------- -------- ------------- ----------
At 1 January 2022
and At 31 December
2022 290,451,146 290,451 33,503,300 33,793,751
----------- ------- ---------- ----------
As at 31 December 2022 the number of shares authorised for issue
were 290,451,146 (2021: 290,451,146). The par value of the shares
authorised for issue were EUR0.001 each (2021: EUR0.001 each).
On 22 June 2021 following a successful placing, an amount of
EUR9.0 million was raised by the Group and 48,350,191 ordinary
shares were issued at an issue price of EUR0.186 per share. Net
proceeds after expenses were EUR8.46 million.
On 5 November 2021, as a result of the exercise of share
options, 350,000 ordinary shares in the Company at an exercise
price of EUR0.026 per share providing the Company with gross
proceeds of EUR9,100.
17. Other Reserves
Group Company
EUR EUR
At 1 January 2021 (11,337,058) (247,188)
Share issue costs (538,060) (538,060)
Share option expense 99,644 91,193
------------ ---------
At 31 December 2021 (11,775,474) (694,055)
------------ ---------
At 1 January 2022 (11,775,474) (694,055)
Share option expense 22,733 2,783
------------ ---------
At 31 December 2022 (11,752,741) (691,272)
------------ ---------
18. Retained Earnings
Group Company
EUR EUR
At 1 January 2021 (10,429,815) (791,234)
(Loss)/profit for the year (3,130,271) (432,140)
Share option expense - transfer on
exercise 4,319 -
------------ -----------
At 31 December 2021 (13,555,767) (1,223,374)
------------ -----------
At 1 January 2022 (13,555,767) (1,223,374)
Loss for the year (6,004,885) (12,777,885)
Share option expense - transfer on
exercise
------------ ------------
At 31 December 2022 (19,560,652) (14,001,259)
------------ ------------
Capital contributions represent irrevocable, non-repayable
amounts contributed from connected parties.
19. Share Based Payments
There were 285,714 (2021: 200,000) employee options granted
during 2022 at an exercise price of EUR0.175 (2021: EUR0.20) per
share and these vest subject to continued service by the employee
over a period of 3 years. Options expire at the end of a period of
7 years from the Grant Date or on the date on which the option
holder ceases to be an employee.
The movement in employee share options and weighted average
exercise prices are as follows for the reporting periods
presented:
2022 2021
At 1 January 4,118,413 4,298,042
Granted during period 285,714 200,000
Exercised during period - (350,000)
Forfeited during period - (29,629)
----------- -----------
At 31 December 4,404,127 4,118,413
----------- -----------
Options outstanding at 31 December
Number of shares 4,404,127 4,118,413
Weighted average remaining contractual 1.30 1.37 years
life
Weighted average exercise price
per share EUR0.047 EUR0.038
Range of exercise price EUR0.0001 EUR0.0001
- EUR0.20 - EUR0.20
Exercisable at 31 December
Number of shares 2,718,413 2,585,324
Weighted average exercise price
per share EUR0.031 EUR0.032
No options (2021: 350,000 options) were exercised during the
period (2021: at a price of EUR0.026 per share). The weighted
average exercise price of options granted during the period was
EUR0.175 (2021: EUR0.20). The expense recognised in respect of
employee share-based payment expense and credited to the
share-based payment reserve in equity was EUR22,733 (2021:
EUR25,151).
The Company has measured the fair value of the services received
as consideration for equity instruments of the Company, indirectly
by reference to the fair value of the equity instruments. The table
below sets out the options and warrants that were issued during the
period and the principal assumptions used in the Black Scholes
valuation model.
Employee
Number of options 285,714
Grant date 27 March
Vesting period 3 years
Share price at date of grant EUR0.21
Exercise price EUR0.20
Volatility 57%
Option life 7 years
Dividend yield 0%
Risk free investment rate 0.14%
Fair value per option at grant date EUR0.1102
Weighted average remaining contractual
life in years 6.24
The expected life is based on historical data and current
expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumptions
that the historical volatility over a period similar to the life of
the options is indicative of future trends, which may not
necessarily be the actual outcome.
On 1 October 2021, 17,406,069 share warrants were granted to
Frank Poore upon his appointment as a non-executive Director, at an
exercise price of EUR0.174 (GBP GBP0.15) per share. The warrants
expire at the end of a period of 5 years from the grant date or on
the date the employee leaves. The vesting conditions in relation to
these options are set out in the table below.
Tranche 1 Tranche 2 Tranche 3
Grant Date 1 October 2021 1 October 2021 1 October 2021
--------------- --------------- ---------------
Number of Warrants 5,802,023 5,802,023 5,802,023
--------------- --------------- ---------------
Vesting Criteria By end 29 July By end 29 July By end 29 July
2023 2024 2025
--------------- --------------- ---------------
Exercise Price GBP GBP0.15 GBP GBP0.15 GBP GBP0.15
--------------- --------------- ---------------
Trigger Price GBP GBP0.30 GBP GBP0.60 GBP GBP0.90
--------------- --------------- ---------------
Volatility 43% 43% 43%
--------------- --------------- ---------------
Risk Free Rate
of Return 0.62% 0.62% 0.62%
--------------- --------------- ---------------
Dividend Yield 0% 0% 0%
--------------- --------------- ---------------
Option Life 5 Years 5 Years 5 Years
--------------- --------------- ---------------
Fair Value EUR0.063 EUR0.031 EUR0.023
--------------- --------------- ---------------
Expense EUR365,070 EUR178,441 EUR134,452
--------------- --------------- ---------------
The cumulative expense of EUR677,963 is recognised in line with
the vesting conditions and on a straight line basis. An amount of
EURNil (2021: EUR74,493) is included in administration expenses.
Frank Poore ceased his employment with the company on 31 January
2022 and at 31 January 2023 no share warrants remain. As a result
no expense was recognised in 2022.
20. Leases
Amounts recognised in the Statement Of Financial Position
The Statement Of Financial Position shows the following amounts
relating to leases:
Group Company
Right of Use Assets 2022 2021 2022 2021
EUR EUR EUR EUR
Buildings - 1,813 - -
Vehicles 7,883 18,579 - -
----- ------ ---- ----
7,883 20,392 - -
----- ------ ---- ----
Group Company
Lease Liabilities 2022 2021 2022 2021
EUR EUR EUR EUR
Current 7,882 12,510 - -
Non-current - 7,883 - -
----- ------ ---- ----
7,882 20,393 - -
----- ------ ---- ----
Amounts recognised in the Consolidated Statement Of Total
Comprehensive Income
The Consolidated Statement Of Total Comprehensive Income shows
the following amounts relating to leases:
Depreciation charge of right-of-use
assets 2022 2021
EUR EUR
Buildings 1,813 21,758
Vehicles 10,696 16,989
------ ------
12,509 38,747
------ ------
Interest expense (included in finance
cost) 1,099 2,863
----- -----
21. Trade and Other Payables
Group Company
2022 2021 2022 2021
EUR EUR EUR EUR
Trade Payables 323,684 23,763 6,362 3,653
Amounts Due to Related
Parties - - 100,000 -
PAYE/PRSI 225,179 129,972 11,508 25,914
VAT - - - -
Deferred Income 259,111 108,901 - -
Accrued Expenses 414,514 218,940 35,674 48,952
--------- ------- ------- ------
1,222,488 481,576 153,544 78,519
--------- ------- ------- ------
Terms and conditions of the above financial liabilities:
-- Trade payables are non-interest bearing and are normally settled on 30-day terms
-- Amounts Due to Related Parties are non-interest bearing and
are settled over varying terms throughout the year
-- PAYE/PRSI payables are non-interest bearing and are normally settled on 30-day terms
-- VAT payables are non-interest bearing and are normally settled on 60-day terms
-- Deferred income is non-interest bearing and are settled over
varying terms throughout the year
-- Accrued expenses are non-interest bearing are settled over varying terms throughout the year
22. Deferred Tax
Deferred income tax assets are recognised for tax loss
carry-forwards to the extent that the realisation of the related
tax benefit through future taxable profits is probable. The Company
did not recognise deferred income tax assets of EUR2,087,214 (2021:
EUR1,313,216) in respect of losses and depreciation in excess of
capital allowances amounting to EUR16,697,710 (2021: EUR10,505,731)
that can be carried forward against future taxable income.
23. Related Parties
During the year the Directors received the following
emoluments:
Group Company
2022 2021 2022 2021
Directors EUR EUR EUR EUR
Aggregate emoluments 839,567 588,313 839,567 588,313
Share option expense 2,783 91,193 2,783 91,193
------- ------- ------- -------
842,350 679,506 842,350 679,506
------- ------- ------- -------
Included in the above is an amount of EUR 85,671 (2021:
EUR85,552) paid to Luclem Estates and Advisory Limited, a company
in which Richard Cooper, a director of the Company, is also a
director. These fees relate to Richard Cooper's consultancy
services to the Company. As at 31 December 2022 EURNil was
outstanding.
24. Capital Management
The capital of the company is managed as part of the capital of
the group as a whole. Full details, are contained in note 4 to the
consolidated financial statements.
25. Events after the reporting date
The Company has evaluated all events and transactions that
occurred after 31 December 2022 up to the date of signing of the
financial statements.
On 5 March 2023, the Company issued 234,375,000 ordinary shares
at a GBP0.04 (EUR0.045) as a result of an oversubscribed placing
and the HTC subscription raising EUR10,500,000 before costs are
deducted. The proceeds will be primarily used for working capital
and general corporate purposes and also on sales and marketing to
convert pipeline and capitalise on market opportunity to be
deployed over the next 12-18 months.
No other material subsequent events have occurred that would
require adjustment to or disclosure in the financial
statements.
26. Contingent Liabilities
The company has indicated that it will guarantee the liabilities
(as defined in Section 397 of the
Companies Act 2014) of EUR1,176,828 (2021: EUR423,455) its Irish
subsidiary, ENGAGE XR Limited for the year ended 31 December
2022.
27. Ultimate controlling party
The Directors believe that there is no ultimate controlling
party as no one shareholder has control of the Company.
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END
FR UURNROWUVUAR
(END) Dow Jones Newswires
May 23, 2023 02:00 ET (06:00 GMT)
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