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 September 2021
Napster Group PLC (formerly Melody VR Group PLC)
('NAPS' or the 'Company')
Half-yearly Results
Napster Group PLC (AIM: NAPS), a leading music company and operator of the MelodyVR and Napster platforms, is pleased to announce its Half-yearly Results for the period 29 December 2020 to 30 June 2021.
Financial Highlights
· Revenues of
· Adjusted Operating Loss of
· Annualised integration savings of
· Monthly global streams increased by 18% on H1 2020;
· On 8 February 2021, the Company secured
Commercial Highlights
· On 2 February 2021, the Company announced the extension of its platform services agreement with SONOS to 14 new territories;
· On 5 February 2021, the Company launched its exclusive 5G music partnership with Singtel, Asia's leading communications technology company;
· On 8 March 2021, the Company changed its name to Napster Group PLC;
· On 13 March 2021, the Company appointed Emmy Lovell, ex Executive President of WEA Europe as Chief Strategy Officer;
· On 14 April 2021, the Company entered in to an exclusive 12-month partnership with NOS, one of Portugal's largest mobile operators;
· On 10 June 2021, the Company announced the expansion of its partnership with SONOS Radio HD into five new territories;
- Ends -
Napster Group PLC
Anthony Matchett, CEO email@napster.group
finnCap Limited: Nominated Adviser and Broker
Corporate Finance: Marc Milmo, James Thompson, Milesh Hindocha Tel:44 (0) 20 7614 5900
ECM: Tim Redfern, Sunila de Silva
Equitory (Investor Relations) napster@equitory.com
Clara Melia, Geoff Callow
Chief Executive's Statement
I am pleased to report our results for the period 29 December 2020 to 30 June 2021 (the "Period") which for the first time reflect the activities of the enlarged group, incorporating the activities of the Napster business which was acquired on 28 December 2020.
Our vision for the enlarged group is to create the music platform of the future, serving music fans all over the world with the broadest range of music content, available in multiple formats and across multiple connected devices. Our ability to offer high-definition music streaming, curated radio and playlisting, short form video series, long-form video such as documentaries and films, as well as exclusive immersive audio-visual experiences and live events will provide for a content focused acquisition strategy with an owned and operated proprietary technology platform enabling a new era in music content consumption.
The development of our new platform has been one of the key areas of focus for the Company since the acquisition of the Napster business. This focus is well illustrated by the fact that as we move in to Q4, nearly 65% of our staff are involved in the development of our new platform with its enhanced offering, and we anticipate this resource to continue to expand until launch in early 2022. The funding initiatives secured at the start of the year have allowed us to further strengthen our balance sheet and supplement our development efforts. Both Davis Capital and Nice & Green, two material sources of finance and two of our most significant shareholders have shown invaluable support and belief in our vision for the future of music.
During the period we have also made some key hires, notable amongst these being Emmy Lovell, a seasoned music industry executive leader who joins us from Warner Music Group as Chief Strategy Officer, having developed digital promotions for artists including Kylie Minogue and The Chemical Brothers, as well as leading campaigns for the major artists including Gorillaz, Deadmau5, Danger Mouse and Tinie Tempah. In addition, Mark Kortekaas, a veteran of more than 30 years in digital media having formerly served as CTO of Univision and prior to that General Manager for the BBC's Online Technology Group joins us as Chief Technology Officer. Mark leads the technical creation of our new service, which will provide us with the ability to monetise our extensive content via multiple tiered subscription packages, live ticketed events and, in time, traditional merchandising sales. We believe the combination of our platform technology, unique immersive content, curation and monetisation will provide for unrivalled appeal and herald a new era of growth.
We have continued to refine our launch and content strategy with a significant program of market research and testing which underpin our assumptions and aspirations for 2022 and beyond. As we approach Q4, we have now completed the rebranding of our business which features throughout the user journey within our new music platform. In preparation for launch we have been able to share our vision of the future with many of our strategic partners who for the first time have been able to see visuals and "mockups" of the new combined App in advance of our beta launch. We expect the App to be available for preview by our partners next month.
The 5G roll out across the globe provides the opportunity for mobile operators to showcase their high-speed technology and for us to work with key strategic partners that have significant consumer followings. To date we have engaged with more than 20 mobile operators across 5 continents, as we seek to lay solid foundations for the Company so as to maximise potential consumer engagement at the time of our forthcoming launch. These partnerships will accelerate awareness and provide a catalyst for consumer growth.
As a business with annual revenues approaching
Despite this progress, our shareholders have experienced erosion in the value of their holding. We are committed to delivering long term shareholder value and to securing a valuation more appropriate to the scale of our operations, our revenues and the opportunity that stands before us. Our major stakeholders which include rightsholders, investors, artists, consumers and a growing employee base are now predominantly concentrated in the US. As a largely US centric business, we now believe that the interests of our shareholders would be better served by securing a listing in the US and accessing a valuation more aligned to the metrics which have been attributed to some of our music competitors and peers. We are therefore in the process of exploring the possible options available to the Board to deliver a listing in the US. Shareholders will be kept informed of any developments in this regard.
Principal Risks and Uncertainties
The success of our business is dependent upon the launch of our new music platform and its appeal to both consumers and partners throughout the various territories in which we operate. Our new platform will provide access to a broad range of music content including our immersive VR and 2D 360 content library and access to live ticketed events. This aspect will differentiate our service from all other music streaming services and the resumption of mass attended events and artist performances is essential if we are to generate new and exciting content for our platform. For the optimum user experience access to the full suite of platform content will require an uninterrupted high-speed internet connection through which to upload our content. For this we are dependent on the continued roll out of by the mobile operators of 5G technology, where increased bandwidth will facilitate heightened engagement for the billions of smartphone users on the move. Our proven ability to monetise our live and immersive content as demonstrated at the end of last year with Liam Gallagher in combination with our core streaming platform will provide for a peerless service to excite both music fans and shareholders alike.
Results
The results for the Group reflect the performance of the enlarged Napster Group for the period 29 December 2020 to 30 June 2021, and as such incorporate the consolidated activities of the Napster business for the first time.
During the Period the Group reported revenues of
Adjusted Operating Loss before non-recurring and non-cash items totaled
Cost control is a key operational focus particularly during this pre-launch period when development resourcing is at its height. Integration of all business functions is now complete with the integration process delivering annualized saving of approximately
Cash on hand at the end of June 2021 totaled
In addition, on February 2021, the Company entered in to an
At 30 June 2021, the Group's net assets totaled
Outlook
With the technical development of our music platform at an advanced stage and discussions with key strategic partners progressing to a stage of commercial substance, we are confident that our technology will provide us with the ability to scale and that the launch of our new music service will set new standards for content and the way in which it is delivered. As set out above, we are committed to delivering shareholder value and believe that securing a US listing will enable the Group to secure an appropriate valuation that is consistent with our industry peers. With new 5G mobile networks providing the conduit for content delivery, we will be able to provide an unrivalled mobile experience for music fans around the world. We have a committed and capable leadership team supported by staff drawn from all corners of the music and digital industry. I would like to thank all of our team for their commitment, energy and vision and I look forward to the second half of the year and the planned launch of our new platform with great anticipation.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR NAPSTER GROUP PLC
for the period 29 December 2020 to 30 June 2021
|
Notes |
Unaudited 29 December 2020 to 30 June 2021 |
|
Unaudited six months to 30 June 2020 |
|
Audited year to 28 December 2020 |
|
|
£ |
|
£ |
|
£ |
Revenue |
|
32,907,681 |
|
189,932 |
|
987,726 |
Cost of Sales |
|
(24,562,085) |
|
(1,283,116) |
|
(5,562,891) |
Gross Profit/(Loss) |
|
8,345,596 |
|
(1,093,184) |
|
(4,575,165) |
Administrative expenses |
|
(22,127,504) |
|
(9,391,361) |
|
(21,451,129) |
OPERATING LOSS |
|
(13,781,908) |
|
(10,484,545) |
|
(26,026,294) |
Operating loss before non-recurring and non-cash items |
|
(8,116,668) |
|
(9,353,223) |
|
(23,618,216) |
Transaction fees |
|
(1,285,000) |
|
- |
|
- |
Depreciation, Amortisation and Impairment |
|
(3,656,641) |
|
(1,002,638) |
|
(2,272,386) |
Gain on disposal of non-current assets |
|
5,369 |
|
- |
|
- |
Share based payments |
|
(728,968) |
|
(128,684) |
|
(135,622) |
OPERATING LOSS |
|
(13,781,908) |
|
(10,484,545) |
|
(26,026,294) |
Finance income |
|
725,984 |
|
21,204 |
|
29,597 |
Finance costs |
|
(1,102,520) |
|
(15,726) |
|
(67,990) |
Foreign exchange loss |
|
(1,326,578) |
|
(262,333) |
|
(749,808) |
LOSS FOR THE PERIOD BEFORE TAXATION |
|
(15,485,022) |
|
(10,741,400) |
|
(26,814,495) |
Taxation |
|
805,399 |
|
- |
|
4,377,298 |
|
|
|
|
|
|
|
NET LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
|
(14,679,623) |
|
(10,741,400) |
|
(22,437,197) |
Attributable to: Owners of the Company |
|
(14,679,623) |
|
(10,741,400) |
|
(22,437,197) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
Basic and Diluted from Continuing Operations |
3 |
(0.56)p |
|
(0.68)p |
|
(1.3p) |
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NAPSTER GROUP PLC
for the period 29 December 2020 to 30 June 2021 (unaudited)
|
Share capital |
Share premium |
Merger Relief Reserve |
Share Option Reserve |
Retained Losses |
Reverse Takeover Reserve |
Non-Controlling Interest |
Currency Translation Reserve |
Total Equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 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 |
|
|
|
|
|
|
|
|
|
|
Share issue |
3,243,085 |
7,622,259 |
- |
- |
- |
- |
- |
- |
10,865,344 |
Grant of share options/warrants |
177,505 |
30,975 |
- |
6,936 |
- |
- |
- |
- |
215,416 |
Loss for the year |
- |
- |
- |
- |
(11,695,797) |
- |
- |
- |
(11,695,797) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Currency transaction reserve |
- |
- |
- |
- |
- |
- |
- |
447,155 |
447,155 |
|
|
|
|
|
|
|
|
|
|
Balance at 28 December 2020 |
21,226,709 |
55,252,677 |
486,611 |
2,553,363 |
(57,679,787) |
(10,002,543) |
(44,990) |
278,032 |
12,070,072 |
|
|
|
|
|
|
|
|
|
|
Share issue |
6,990,995 |
12,131,399 |
- |
- |
- |
- |
- |
- |
19,122,394 |
Grant of share options/warrants |
- |
- |
- |
728,968 |
- |
- |
- |
- |
728,968 |
Loss for the year |
- |
- |
- |
- |
(14,679,623) |
- |
- |
- |
(14,679,623) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Currency transaction reserve |
- |
- |
- |
- |
- |
- |
- |
1,335,747 |
1,335,747 |
Balance at 30 June 2021 |
28,217,704 |
67,384,076 |
486,611 |
3,282,331 |
(72,359,410) |
(10,002,543) |
(44,990) |
1,613,779 |
18,577,558 |
CONSOLIDATED STATEMENT OF FINANCIAL POSISITON FOR NAPSTER GROUP PLC
as at 30 June 2021
|
Notes |
|
Unaudited As at 30 June 2021 |
|
Unaudited As at 30 June 2020 |
|
Audited As at 28 December 2020 |
|
|
|
£ |
|
£ |
|
£ |
ASSETS |
|
|
|
|
|
|
|
NON CURRENT ASSETS |
|
|
|
|
|
|
|
Property, plant and equipment |
|
4 |
1,743,577 |
|
1,082,766 |
|
1,019,662 |
Right of Use Assets |
|
5 |
1,623,203 |
|
620,369 |
|
1,498,740 |
Financial Assets |
|
|
- |
|
258,107 |
|
243,809 |
Goodwill |
|
6 |
13,049,140 |
|
- |
|
603,476 |
Intangible assets |
|
6 |
34,404,932 |
|
3,800,128 |
|
811,737 |
TOTAL NON-CURRENT ASSETS |
|
|
50,820,852 |
|
5,761,371 |
|
4,177,424 |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Inventories |
|
|
- |
|
368,025 |
|
- |
Trade and other receivables |
|
|
18,086,900 |
|
5,101,554 |
|
16,359,041 |
Cash and cash equivalents |
|
|
9,699,987 |
|
5,320,925 |
|
2,622,526 |
TOTAL CURRENT ASSETS |
|
|
27,786,887 |
|
10,790,504 |
|
18,157,991 |
|
|
|
|
|
|
|
|
TOTAL AS890SETS |
|
|
78,607,739 |
|
16,551,874 |
|
23,158,991 |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Trade and other payables |
|
|
(42,967,207) |
|
(3,682,997) |
|
(5,156,790) |
Borrowings |
|
8 |
(15,221,986) |
|
- |
|
(4,317,451) |
Lease liabilities |
|
|
(712,650) |
|
(368,928) |
|
(644,018) |
TOTAL CURRENT LIABILITIES |
|
|
(58,901,843) |
|
(4,051,925) |
|
(10,118,259) |
|
|
|
|
|
|
|
|
NON-CURRENT LIABILIITES |
|
|
|
|
|
|
|
Lease liabilities |
|
|
(1,128,338) |
|
(261,995) |
|
(970,660) |
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
18,557,558 |
|
12,237,954 |
|
12,070,072 |
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Share capital |
|
9 |
28,217,704 |
|
17,806,119 |
|
21,226,709 |
Share Premium Reserve |
|
|
67,384,076 |
|
47,599,443 |
|
55,252,677 |
Retained Losses |
|
|
(72,359,410) |
|
(45,983,990) |
|
(57,679,787) |
Share Option Reserve |
|
|
3,282,331 |
|
2,546,427 |
|
2,553,363 |
Merger Relief Reserve |
|
|
486,611 |
|
486,611 |
|
486,611 |
Non-controlling Interests |
|
|
(44,990) |
|
(44,990) |
|
(44,990) |
Currency Translation Reserve |
|
|
1,613,779 |
|
(169,123) |
|
278,032 |
Reverse Takeover Reserve |
|
|
(10,002,543) |
|
(10,002,543) |
|
(10,002,543) |
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
18,557,558 |
|
12,237,954 |
|
12,070,072 |
CONSOLIDATED CASH FLOW STATEMENT FOR NAPSTER GROUP PLC
for the period 29 December 2020 to 30 June 2021
|
|
|
Unaudited 29 December 2020 to 30 June 2021 |
|
Unaudited six months to 30 June 2020 |
|
Audited Year to 28 December 2020 |
|
|
|
£ |
|
£ |
|
£ |
Loss for the period before taxation |
|
|
(15,485,022) |
|
(10,741,400) |
|
(26,814,495) |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
R&D taxation credits |
|
|
- |
|
- |
|
1,747,190 |
Depreciation of tangible assets |
|
|
388,749 |
|
359,411 |
|
889,549 |
Amortisation of intangible assets |
|
|
2,783,968 |
|
522,036 |
|
996,046 |
Depreciation of right-of-use assets |
|
|
483,926 |
|
121,192 |
|
386,791 |
(Gain)/loss on disposal of intangible assets |
|
|
(5,369) |
|
- |
|
356,905 |
Share based payment expense |
|
|
728,968 |
|
128,684 |
|
135,622 |
Other non-cash movements |
|
|
1,469,873 |
|
- |
|
- |
Decrease in inventories |
|
|
- |
|
3,851 |
|
371,877 |
Decrease/(increase) in trade and other receivables |
|
|
11,541,483 |
|
(1,718,735) |
|
(10,346,114) |
(Decrease)/increase in trade and other payables |
|
|
(15,223,439) |
|
2,539,686 |
|
4,013,479 |
Net cash outflow from operating activities |
|
|
(13,316,863) |
|
(8,785,275) |
|
(28,263,150) |
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(949,551) |
|
(628,449) |
|
(1,216,595) |
Proceeds on sale of property, plant and equipment |
|
|
103,144 |
|
- |
|
- |
Investment in intangible assets |
|
|
- |
|
(1,675,114) |
|
- |
Acquisition of a subsidiary net of cash acquired |
|
|
(1,938,867) |
|
- |
|
- |
|
|
|
|
|
|
|
|
Net cash generated used in investing activities |
|
|
(2,785,274) |
|
(2,303,563) |
|
(1,216,595) |
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
Proceeds from share issues net costs |
|
|
6,682,394 |
|
9,795,964 |
|
20,794,827 |
Proceeds from the exercise of warrants |
|
|
- |
|
133,519 |
|
208,480 |
Repayment of lease liabilities |
|
|
(365,762) |
|
- |
|
- |
Prepayment of borrowings |
|
|
(3,781,330) |
|
- |
|
- |
Proceeds from borrowings |
|
|
18,732,183 |
|
- |
|
4,317,451 |
Net cash generated from financing activities |
|
|
21,267,485 |
|
9,929,483 |
|
25,320,758 |
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
|
|
5,165,348 |
|
(1,159,355) |
|
(4,158,987) |
Effect of changes in foreign exchange |
|
|
1,912,113 |
|
(315,061) |
|
(13,828) |
|
|
|
|
|
|
|
|
Cash and cash equivalents brought forward |
|
|
2,622,526 |
|
6,795,341 |
|
6,795,341 |
|
|
|
|
|
|
|
|
Cash and cash equivalents carried forward |
|
|
9,699,987 |
|
5,320,295 |
|
2,622,526 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR NAPSTER GROUP PLC
for the period 29 December 2020 to 30 June 2021
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 for the year ended 31 December 2021.
The consolidated 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 28 December 2020, prepared in accordance with IFRS, 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 period 29 December 2020 to 30 June 2021.
The consolidated interim 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 28 December 2020, which were prepared in accordance with IFRS.
Going Concern
The executive management has prepared detailed cash flow forecasts for the Board. The Directors believe that the launch of the Group's new music platform will provide a catalyst for both subscription and revenue growth, but that over the course of the short to medium term prior to launch, it will place reliance on a number of its strategic stakeholders including rights holders and its principal lender Davis Capital to ensure that there is sufficient liquidity to meet its liabilities as and when they fall due.
Whilst such support cannot be guaranteed, the Directors are confident that the discussions to date provide sufficient confidence in securing the continued support from Davis Capital and ultimately securing its listing the US in combination with a further equity fundraising.
In the event of a delay to the timetable, the Directors are confident that cost savings could be implemented, or alternative financing sought to accommodate such a delay.
If ultimately the Directors are not able to secure the requisite support from its key stakeholders and fail to secure additional equity funding doubt would be cast as to the Group's ability to continue as a going concern. However, having regard to their assessment of the potential sources of finance and the existing working capital position, the Directors are of the opinion that the Group has the ability to secure the resources required to enable it to undertake its planned activities for the next twelve months.
Revenue Recognition
Revenue is recognised to the extent that it is probable that economic benefit will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received in the ordinary course of the group's activities, excluding discounts, rebates, value added tax and other sales taxes.
(a) Content sales
Content revenue is recognised in the period the content is purchased from the platform either directly or via third party resellers. Revenue from content sales are recognised gross of costs paid to third party license and right holders in line with contracts, with the corresponding cost recognised as cost of sales.
(b) Content license revenue
Revenue from license contracts for the use of artist/label content is recognised over the period to which the contract relates.
(c) Interest income
Interest income is recognised using the effective interest method.
NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR NAPSTER GROUP PLC
for the period 29 December 2020 to 30 June 2021
Intangible assets - Development and content creation costs
The group recognises both internal development costs as well as VR content creation costs as intangible assets only when the following criteria are met: the technical feasibility of completing the intangible asset exists, there is an intent to complete and an ability to use or sell the intangible asset, the intangible asset will generate probable future economic benefits, there are adequate resources available to complete the development and to use or sell the intangible asset, and there is the ability to reliably measure the expenditure attributable to the intangible asset during its development.
Intangible assets with finite lives are amortised on a straight-line basis over their estimated useful lives and are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation of intangible assets is recognised in the consolidated statement of comprehensive income/costs in the expense category consistent with the function of the intangible assets.
Amortisation rates applicable to development costs is 33% straight line.
Amortisation rates applicable to content assets released during the period is as follows:
• Year 1: 80%
• Year 2: 15%
• Year 3: 5%
Content assets in production are not amortised as these assets are still in development and not in the condition necessary to be capable of operating in the manner intended by management. At the point the asset is in operational condition it is reclassified to Content Assets - released and is amortised in line with the above amortisation policy.
2. Statement of compliance
The financial statements comply with IFRS.
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 2021. The Group believes these standards will have no material
impact on the financial statements.
3. Loss Per Share |
|
|
|
|
|
|
|
|
|
Loss attributable to equity holders of the Company |
|
Unaudited 30 June 2021 |
Unaudited 30 June 2020 |
Audited Year to 28 December 2020 |
|
|
£ |
£ |
£ |
Continuing and total operations |
|
(14,679,623) |
(10,741,400) |
(22,437,197) |
|
|
|
|
|
|
|
No of shares |
No of Shares |
No of shares |
Weighted average number of ordinary shares in issue for basic and fully diluted earnings |
|
2,599,276,563 |
1,590,872,778 |
1,770,398,225 |
|
|
|
|
|
|
|
Price per Share |
Price per Share |
Price per Share |
|
|
|
|
|
Loss per share |
|
(0.56)p |
(0.68)p |
(1.3p) |
Basic and diluted: |
|
(0.56)p |
(0.68)p |
(1.3p) |
|
|
|
|
|
4. Tangible fixed assets
|
|||||||||||
|
Audio-Visual Prod Equipment |
|
Fixtures & Fittings |
|
Computer Equipment |
|
Leasehold Improvements |
|
Motor Vehicle |
|
Total |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
Cost |
|
|
|
|
|
|
|
|
|
|
|
As at 28 December 2020 |
674,256 |
|
252,203 |
|
208,583 |
|
547,028 |
|
13,190 |
|
1,695,260 |
Additions |
30,612 |
|
78,663 |
|
602,783 |
|
50,443 |
|
187,051 |
|
949,552 |
Business combination |
- |
|
17,213 |
|
394,593 |
|
360,786 |
|
- |
|
772,592 |
Disposal |
- |
|
(7,998) |
|
- |
|
(124,013) |
|
- |
|
(132,011) |
Foreign exchange |
- |
|
292 |
|
(7,114) |
|
(8,611) |
|
- |
|
(15,434) |
As at 30 June 2021 |
704,868 |
|
340,372 |
|
1,198,845 |
|
825,633 |
|
200,241 |
|
3,269,959 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
As at 28 December 2020 |
424,180 |
|
59,033 |
|
95,018 |
|
95,169 |
|
2,198 |
|
675,598 |
Charge for the period |
80,731 |
|
70,075 |
|
79,731 |
|
156,013 |
|
2,198 |
|
388,749 |
Business combination |
- |
|
10,694 |
|
157,144 |
|
335,788 |
|
- |
|
503,626 |
Disposal |
- |
|
(7,998) |
|
- |
|
(26,238) |
|
- |
|
(34,236) |
Foreign exchange |
- |
|
(211) |
|
3,000 |
|
4,567 |
|
- |
|
7,355 |
As at 30 June 2021 |
504,911 |
|
132,015 |
|
328,893 |
|
556,166 |
|
4,397 |
|
1,526,382 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
As at 28 December 2020 |
250,076 |
|
193,170 |
|
113,565 |
|
451,859 |
|
10,992 |
|
1,019,662 |
As at 30 June 2021 |
199,956 |
|
200,357 |
|
869,952 |
|
269,468 |
|
195,844 |
|
1,743,577 |
5. Right of use assets |
|
|
|
|
|
|
|
|
|
|
|
|
Land & Buildings |
|
Total |
Cost |
|
|
|
|
£ |
|
£ |
As at 28 December 2020 |
|
|
|
|
1,900,265 |
|
1,900,265 |
Additions |
|
|
|
|
763,664 |
|
763,664 |
Business combination |
|
|
|
|
1,379,785 |
|
1,379,785 |
Disposal |
|
|
|
|
(1,878,223) |
|
(1,878,223) |
Foreign exchange |
|
|
|
|
(22,009) |
|
(22,009) |
As at 30 June 2021 |
|
|
|
|
2,143,482 |
|
2,143,482 |
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
As at 28 December 2020 |
|
|
|
|
401,525 |
|
401,525 |
Charge for the period |
|
|
|
|
483,926 |
|
483,926 |
Business combination |
|
|
|
|
1,200,107 |
|
1,200,107 |
Disposal |
|
|
|
|
(1,544,004) |
|
(1,544,004) |
Foreign exchange |
|
|
|
|
(21,275) |
|
(21,275) |
As at 30 June 2020 |
|
|
|
|
520,279 |
|
520,279 |
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
|
As at 28 December 2020 |
|
|
|
|
1,498,740 |
|
1,498,740 |
As at 30 June 2021 |
|
|
|
|
1,623,203 |
|
1,623,203 |
|
|
|
|
|
|
|
|
6. Intangible assets
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Goodwill |
|
Development and technology |
|
Customer relationship |
|
Trade name |
|
Content - in production |
|
Total Cost |
||
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
||
As at 28 December 2020 |
603,476 |
|
1,880,493 |
|
- |
|
- |
|
1,231,131 |
|
3,715,100 |
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Additions |
3,169,599 |
|
- |
|
- |
|
- |
|
- |
|
3,169,599 |
||
Business combination |
9,708,069 |
|
836,415 |
|
15,847,861 |
|
19,787,815 |
|
- |
|
46,180,160 |
||
Foreign exchange |
- |
|
(12,085) |
|
(228,962) |
|
(285,884) |
|
- |
|
(526,931) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||
As at 30 June 2021 |
13,481,114 |
|
2,704,823 |
|
15,618,899 |
|
19,501,931 |
|
1,231,131 |
|
52,537,898 |
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Amortisation |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
As at 28 December 2020 |
- |
|
1,162,327 |
|
- |
|
- |
|
1,137,560 |
|
2,299,887 |
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Charge for the period |
432,004 |
|
508,488 |
|
778,216 |
|
971,689 |
|
93,571 |
|
2,783,968 |
||
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
As at 30 June 2021 |
432,004 |
|
1,670,815 |
|
778,216 |
|
971,689 |
|
1,231,131 |
|
5,083,855 |
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
As at 28 December 2020 |
603,476 |
|
718,166 |
|
- |
|
718,166 |
|
93,571 |
|
1,415,213 |
||
As at 30 June 2021 |
13,049,140 |
|
1,034,008 |
|
14,840,683 |
|
18,530,242 |
|
- |
|
47,454,073 |
||
7. Business combination
On 29 December 2020 the Group acquired 100% of the issued capital of Rhapsody International Inc, which trades as Napster, for
Napster, the original music industry disruptor, and a global music streaming service has over 1.1m paying subscribers and 5m total users. Over the coming year, we intend to leverage the existing Napster userbase, partners and underlying technologies developed by the Company as part of the foundation to build a next-generation music platform. At present, music content consumption is extremely fragmented for fans, with audio, video and live-events spanning multiple-platforms with a consequent need for multiple subscriptions. Our ambition over the coming months, with the support of our existing partners, is to build a cross-platform, hybrid music service, delivering audio recordings including the latest albums, video content incorporating music videos and documentaries, as well as renowned live-events, all via a single platform. The aim is to provide rightsholders and artists with fair compensation for their works in conjunction with a new suite of tools for both artists and rightsholders to deliver better engagement from their content and enable cross-promotion between their multiple content outputs.
The fair value of the assets acquired and liabilities assumed were as follows:
|
Book value |
|
Adjustment |
|
Fair value |
|
|
|
|
|
|
Intangible assets |
15,731 |
|
48,877 |
|
64,608 |
Property, plant and equipment |
367 |
|
- |
|
367 |
Current assets |
30,514 |
|
(273) |
|
30,241 |
Current liabilities |
(72,273) |
|
1,048 |
|
(71,225) |
Non-current liabilities |
(38,477) |
|
35,463 |
|
(3,014) |
Total net (liabilities)/assets |
(64,138) |
|
85,115 |
|
20,977 |
|
|
|
Goodwill |
|
4,320 |
|
|
|
|
|
25,297 |
|
|
|
|
|
|
The consideration for the acquisition and the goodwill arising on acquisition are as follows: |
|||||
|
|
|
|
||
|
Purchase consideration: |
||||
|
Cash |
|
|
|
15,000 |
|
Fair value of shares issued |
|
10,297 |
||
|
|
|
|
|
25,297 |
241,403,508 ordinary shares were issued at
8. Borrowings
|
Unaudited As at 30 June 2021 |
|
Unaudited As at 30 June 2020 |
|
Audited As at 28 December 2020 |
|
£ |
|
£ |
|
£ |
Current |
(15,221,986) |
|
- |
|
(4,317,451) |
Non-current |
- |
|
- |
|
- |
|
|
|
|
|
|
Total borrowings |
(15,221,986) |
|
- |
|
(4,317,451) |
8. Borrowings (continued)
In December 2020, the Company announced that it had secured a
GBP£8 million Convertible Loan Note facility
In February 2021, the Company announced that it had secured an investment of GBP£6.48 million by way of unsecured, interest free Convertible Loan Notes (the "CLN") from Swiss Investment firm Nice & Green S.A. (the "Investor"). In April 2021, this investment was increased to
In addition, the Investor will receive a commitment fee equal to 5 per cent of the principal amount of each tranche of CLN subscribed for. The CLN agreement contains customary representations and warranties for a financing arrangement of this nature. As at 30 June 2021, GBP
9. Share Capital |
|
|
|
|
|
|
|
|
|
30th June 2021 (unaudited) |
30th June 2020 (unaudited) |
|
|
Number |
Number |
Ordinary shares of |
|
506,735,267 |
499,725,635 |
Ordinary shares of |
|
231,750,344 |
231,750,344 |
Ordinary shares of |
|
4,615,090 |
4,615,090 |
Ordinary shares of |
|
41,024,988 |
41,024,988 |
Ordinary shares of |
|
205,232,810 |
205,232,810 |
Ordinary shares of |
|
130,164,120 |
- |
Ordinary shares of |
|
33,419,076 |
33,419,076 |
Ordinary shares of |
|
63,310,069 |
- |
Ordinary shares of |
|
9,747,292 |
- |
Ordinary shares of |
|
48,458,130 |
- |
Ordinary shares of |
|
335,024,248 |
- |
Ordinary shares of |
|
241,403,508 |
- |
Ordinary shares of |
|
481,427,404 |
275,419,966 |
Ordinary shares of |
|
111,111,111 |
111,111,111 |
Ordinary shares of |
|
187,500,000 |
187,500,000 |
Ordinary shares of |
|
25,050 |
- |
Ordinary shares of |
|
4,997,041 |
4,997,041 |
Ordinary shares of |
|
125,000,000 |
125,000,000 |
Deferred shares of |
|
150,520,616 |
150,520,616 |
Deferred shares of |
|
26,000 |
26,000 |
|
|
|
|
Total |
|
2,937,466,164 |
1,896,307,667 |
|
|
|
|
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: https://napster.group/
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