TIDMVRE

RNS Number : 9450R

VR Education Holdings PLC

06 March 2019

 
 For immediate release              6 March 2019 
 

VR Education Holdings plc

('VR Education' or the 'Group')

Final Results

VR Education (AIM: VRE; Euronext Growth: 6VR), a leading virtual reality ('VR') technology company focused on the education space, today announces its maiden audited final results for the year ended 31 December 2018 (the 'Period').

Financial Highlights

   --     Revenue up 15% to EUR716k (FY 2017: EUR624k) 

-- EBITDA EUR1.5 million loss (FY 2017: loss of EUR0.5 million), in line with management expectations

-- Result before tax of EUR4.9 million loss (FY 2017: loss of EUR0.6 million), in line with management expectations, which includes:

- A non-cash fair value loss arising on derivative financial liabilities of EUR2.6 million([i])

   -      Extinguishment costs of EUR0.3 million([ii]) 
   --     Net cash position at 31 December 2018 of EUR3.5 million 
   --     Loss per share for the period of EUR0.03 (2017:  N/A) 

(i) arising from the conversion of convertible debt and preference shares to ordinary equity in Immersive VR Education Limited ("IVRE") prior to the acquisition of IVRE by the Group.

(ii) comprising a non-cash element of EUR0.2 million arising from share warrants issued to debt and preference shareholders in IVRE on conversion and EUR0.1 million cash contributions made by IVRE to debt and preference shareholders as part of the commercial agreements entered into on conversion.

Operational Highlights

-- Placing to raise GBP6.0 million gross (GBP5.1 million net) and admission to the AIM market of the London Stock Exchange and to the Enterprise Securities Market (now called Euronext Growth), a market regulated by Euronext Dublin, on 12 March 2018

-- Full commercial release of ENGAGE, including ENGAGE Education and ENGAGE Enterprise, in December 2018 with first commercial and educational customers signed up

-- Apollo 11 VR educational experience selected to be part of the launch collection for Oculus Go, Oculus' all-in-one VR headset

   --     Apollo 11 HD version released on PC, Oculus Rift, HTC Vive, and Windows Mixed Reality 

-- Launch of Titanic VR, the Group's highly anticipated immersive gaming experience, in August 2018; now available to purchase on PlayStation, PC, Oculus Rift, HTC Vive, and Windows Mixed Reality

-- Completion of the "1943: Berlin Blitz" experience in collaboration with the BBC - nominated for best Linear Virtual Reality experience at the Venice Film Festival in September 2018

-- Team strengthened with the appointment of key strategic hires including a new Chief Technology Officer

   --     Loren Carpenter, one of the founders of Pixar Animation Studios, appointed as an adviser 

Post Period End Highlights

-- Commercial launch of ENGAGE at the BETT conference in London in January 2019 and GESS Dubai event in February 2019

-- "Raid on the Ruhr", a Dambusters experience, announced as the Group's next showcase experience to be launched in H1 2019

Richard Cooper, Chairman of VR Education, said: "The successful IPO and fundraise has been followed by a series of significant product launches, and so, a year on from the listing, the Group has both launched its ENGAGE platform in commercial form and has broadened its retail experiences beyond Apollo 11 VR into Titanic VR and 1943: Berlin Blitz. The Group is therefore well placed to capitalise on these in 2019 and beyond."

David Whelan, CEO of VR Education, said: "The Group has continued to make substantial operational progress since its admission to AIM, in line with the strategy outlined at the time of our IPO.

The first commercial version of ENGAGE was released on 13 December 2018 with significantly increased functionality. This introduced the ability for users to record and publish their own content, purchase Pro ENGAGE accounts to access enhanced editing and publishing tools and also the ability to create avatars based on 'selfie' images using our machine learning system, among other major updates. These new features ensure that the ENGAGE virtual reality platform stands above the competition, providing key production tools to its users.

The full version of Titanic VR was released on the US and EU PlayStation Network in November 2018, following release in August 2018 on the Oculus and Steam stores. This has been well received and early sales figures are promising, with December 2018 being the highest individual month of revenue the Group has ever generated.

The Board would like to thank our new and existing shareholders for their support and we look forward to capitalising on significant market opportunities during the course of 2019 and beyond."

Investor and Analyst Meeting

A meeting for analysts will be held at 11am today, 6 March 2019, at the offices of Buchanan, 107 Cheapside, London EC2V 6DN. A copy of the Final Results presentation is available at the Company's website: http://www.vreducationholdings.com

An audio webcast of the analysts meeting will be available after 12pm today:

http://webcasting.buchanan.uk.com/broadcast/5c65270ee6e1d92d38f4df4b

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

- Ends -

For further information, please contact:

 
 VR Education Holdings plc                                       Tel: +353 87 665 6708 
  David Whelan, CEO                                    contact@vreducationholdings.com 
  Sandra Whelan, COO 
 Cairn Financial Advisers LLP (Nominated                     Tel: +44 (0) 20 7213 0880 
  Adviser) 
  James Caithie / Liam Murray / Richard 
  Nash 
 Stockdale Securities Limited (Joint                         Tel: +44 (0) 20 7601 6100 
  Broker) 
  Andy Crossley / Richard Johnson 
 Davy (Joint Broker & Euronext Growth                             Tel: +353 1 679 6363 
  Advisor) 
  Fergal Meegan / Ronan Veale / Barry 
  Murphy 
 Buchanan (UK Financial PR)                                   Tel: +44 (0)20 7466 5000 
  Henry Harrison-Topham / Chris Lane                               VRE@buchanan.uk.com 
  / Tilly Abraham 
 Fuller Marketing (Irish Corporate                               Tel: +353 87 981 3176 
  PR)                                                          ruth@fullermarketing.ie 
  Ruth Fuller / Sheila Kelleher 
 

Notes to Editors

VR Education, together with its wholly owned subsidiary, is an early stage VR software and technology group based in Waterford, Ireland, dedicated to transforming the delivery methods of education and corporate training by utilising VR technologies to deliver fully immersive virtual learning experiences. The Group's core focus is the development and commercialisation of its online virtual social learning and presentation platform called ENGAGE, which provides a platform for creating, sharing and delivering proprietary and third-party VR content for educational and corporate training purposes.

In addition to the ongoing development of the ENGAGE platform, the Group has also built two downloadable showcase VR experiences, being the award-winning Apollo 11 VR experience and the Titanic VR experience.

On 12 March 2018, VR Education listed on the AIM market of the London Stock Exchange and on Euronext Growth, a market regulated by Euronext Dublin.

For further information, please visit www.vreducationholdings.com.

Chief Executive's Review

2018 was an important year for VR Education and one in which it successfully delivered on the operational milestones that were clearly set out at the time of the Group's IPO. During the period the Group was admitted to AIM and to the Enterprise Securities Market (now called Euronext Growth), released various new showcase experiences and also completed the full commercial release of ENGAGE, its online virtual learning and corporate training platform, with full payment capabilities. The Group has also expanded the development and marketing team, completed projects with the BBC and Oxford University and released Part 2 of Titanic VR.

The Group continues to execute on its strategy of focusing on the commercialisation of ENGAGE whilst launching further showcase experiences to drive awareness, add content to the ENGAGE platform and deliver incremental revenue.

VR Education has already started to raise brand awareness by showcasing the ENGAGE platform and its capabilities at high profile tradeshows and conferences around the world. The Group has recently attended the BETT Conference in London in January 2019 and GESS Dubai in February 2019, one of the largest educational events, held annually in the UAE, and will be attending a number of major education conferences in 2019.

ENGAGE

The Group successfully released the ENGAGE platform on 13 December 2018 via the Steam network and its own website www.engagevr.io. ENGAGE now supports Oculus Rift, HTC Vive, HTC Vive Pro, Windows Mixed Reality and standard PC display devices. With the launch of ENGAGE the Group also released new content provided by Oxford University and additional features such as enhanced web-based media streaming, desktop streaming, selfie avatar generations, Pro and Free licensing, cloud file sharing and a full web-based management system for creating events, quizzes, content and enhanced account management.

2019 is a pivotal year for ENGAGE with the majority of business development and marketing focused on the platform.

Showcase experiences

In addition to developing ENGAGE, the Group creates showcase experiences, not only to generate revenue but to also build up the Group's VR asset base. These can be reused by external educators on the ENGAGE platform, whilst also improving the Group's reputation and attracting developer talent.

At the end of the Period, the Group had built two paid-for downloadable showcase VR experiences, being the award-winning Apollo 11 VR experience and the Titanic VR experience.

Apollo 11 VR continued to sell well during the year. As at 31 December 2018, Apollo 11 VR had been downloaded a total of 160,000 times. Titanic VR has been very well received since its full launch in August 2018. As at 31 December 2018, Titanic VR had been downloaded a total of 20,000 times with the majority of downloads coming from its PlayStation version which was released towards the end of November 2018.

Current trading and outlook

2019 is going to be a busy year for the Group with continued focus on the promotion of ENGAGE and generation of sales on the platform, together with the release of two new showcase experiences. The first experience to be released in 2019 is titled "Raid on the Ruhr" and is based on the Dambusters mission from World War II, to be released in H1 2019. The second experience, a larger space-related project, is scheduled for release in H2 2019.

In summary, 2018 has been a solid year for VR Education with the team growing from 20 to 34 employees and the successful release of three new products. The focus for 2019 is the ENGAGE platform and with the release of second-generation VR hardware, such as the Oculus Quest, VR Education is well positioned to remain the leader of next generation educational content and tools.

I would like to thank our new and existing shareholders for their support and the Group looks forward to capitalising on significant market opportunities during the course of 2019 and beyond.

David Whelan

Chief Executive Officer

6 March 2019

Financial Review

Revenue for the year was up 15% on the prior year from EUR624k to EUR716k, driven by the continued success of the Apollo 11 VR experience, the release of the full version of Titanic VR [for Oxford University] and the completion of "1943: Berlin Blitz" for the BBC.

EBITDA loss was EUR1.5 million compared to a loss of EUR0.5 million in the prior year, in line with management expectations.

Loss before tax, after a non-cash convertible debt conversion fair value loss of EUR2.6 million and associated conversion costs of EUR0.3 million, was a loss of EUR4.9 million, in line with management expectations, compared to a loss in the prior year of EUR0.6 million.

Operating cashflows were a net outflow of EUR2.1 million for the period. The current run-rate of staff costs and other ongoing costs is approximately EUR250k per month.

The Group's cash position at 31 December 2018 was EUR3.5 million with no debt.

Séamus Larrissey

Chief Financial Officer

6 March 2019

CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME

for the Year Ended 31 December 2018

 
                                      Note            2018        2017 
 Continuing Operations                                 EUR         EUR 
 
 Revenue                               3           716,345     624,487 
 Cost of Sales                         6         (239,701)   (300,143) 
                                            --------------  ---------- 
 Gross Profit                                      476,644     324,344 
 
 Administrative Expenses               6       (2,247,337)   (876,858) 
 Other Income                          5                 -      60,333 
                                            --------------  ---------- 
 Operating Loss                                (1,770,693)   (492,181) 
 
 Fair value (loss)/gain arising on 
  derivative financial liabilities      11     (2,638,063)     125,764 
 Extinguishment Costs                  9         (267,971)           - 
 IPO Transaction Costs                 10        (237,202)   (202,940) 
 Finance Costs                         11         (29,977)    (54,342) 
                                            --------------  ---------- 
 Loss before Income Tax                        (4,943,906)   (623,699) 
 
 Income Tax Credit                     12                -           - 
                                            --------------  ---------- 
 Total comprehensive loss for the 
  year                                         (4,943,906)   (623,699) 
                                            --------------  ---------- 
 
 Earnings per Share (EPS) 
 Basic from continuing operations      13          (0.026)           - 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 31 December 2018

 
                                          Note           2018        2017 
                                                          EUR         EUR 
 Non-Current Assets 
 Property, Plant & Equipment               14          59,541      57,300 
 Intangible Assets                         15         956,550     435,791 
                                                -------------  ---------- 
                                                    1,016,091     493,091 
 Current Assets 
 Trade and other receivables               17         394,113     238,315 
 Cash and short term deposits              18       3,485,186     103,577 
                                                -------------  ---------- 
                                                    3,879,299     341,892 
                                                -------------  ---------- 
 Total Assets                                       4,895,391     834,983 
                                                -------------  ---------- 
 
 Equity and Liabilities 
 
 Equity Attributable to Shareholders 
 Issued share capital                      19         193,136           - 
 Share premium                             19      21,587,539           - 
 Other reserves                            20    (11,314,729)     157,280 
 Retained earnings                         21     (5,765,750)   (821,844) 
                                                -------------  ---------- 
 Total Equity                                       4,700,196   (664,564) 
                                                -------------  ---------- 
 Non-Current Liabilities 
 Interest bearing loans and borrowings     24               -     907,180 
 Derivative financial liabilities          24               -     209,348 
                                                -------------  ---------- 
                                                            -   1,116,528 
                                                -------------  ---------- 
 Current Liabilities 
 Trade and other payables                  23         195,195     383,019 
                                                -------------  ---------- 
                                                      195,195     383,019 
                                                -------------  ---------- 
 Total Liabilities                                    195,195   1,499,547 
                                                -------------  ---------- 
 Total Equity and Liabilities                       4,895,391     834,983 
                                                -------------  ---------- 
 

COMPANY STATEMENT OF FINANCIAL POSITION

at 31 December 2018

 
                                        Note         2018     2017 
                                                      EUR      EUR 
 Non-Current Assets 
 Investment in subsidiaries              16    15,028,809        - 
                                              -----------  ------- 
                                               15,028,809        - 
 Current Assets 
 Trade and other receivables             17     5,136,849   18,750 
 Cash and short term deposits            18       753,090    6,250 
                                              -----------  ------- 
                                                5,889,939   25,000 
                                              -----------  ------- 
 Total Assets                                  20,918,748   25,000 
                                              -----------  ------- 
 
 Equity and Liabilities 
 
 Equity Attributable to Shareholders 
 Issued share capital                    19       193,136        - 
 Share premium                           19    21,587,539        - 
 Other reserves                          20     (212,363)        - 
 Retained earnings                       21     (687,587)        - 
                                              -----------  ------- 
 Total Equity                                  20,880,725        - 
                                              -----------  ------- 
 Current Liabilities 
 Redeemable shares                                      -   25,000 
 Trade and other payables                23        38,023        - 
                                              -----------  ------- 
 Total Liabilities                                 38,023   25,000 
                                              -----------  ------- 
 Total Equity and Liabilities                  20,918,748   25,000 
                                              -----------  ------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the Year Ended 31 December 2018

 
                                   Share       Share       Other    Retained       Total 
                                 Capital     Premium    Reserves    Earnings 
                                     EUR         EUR         EUR         EUR         EUR 
 Balance at 1 January 
  2017                                 -           -     104,915   (198,145)    (93,230) 
                              ----------  ----------  ----------  ----------  ---------- 
 
   Total comprehensive 
   income 
 Loss for the year                     -           -           -   (623,699)   (623,699) 
 Total comprehensive 
  income                               -           -           -   (623,699)   (623,699) 
                              ----------  ----------  ----------  ----------  ---------- 
 
   Transactions with owners 
   recognised directly in equity 
 Transfer to derivative 
  liabilities                          -           -   (104,915)           -   (104,915) 
 Transfer to other 
  reserves arising 
  from accounting treatment 
  of acquisition of 
  subsidiary                           -           -     137,100           -     137,100 
 Share option expense                  -           -      20,180           -      20,180 
                              ----------  ----------  ----------  ----------  ---------- 
 Balance at 31 December 
  2017                                 -           -     157,280   (821,844)   (664,564) 
                              ----------  ----------  ----------  ----------  ---------- 
 
 
                              Share        Share   Other Reserves      Retained          Total 
                            Capital      Premium                       Earnings 
                                EUR          EUR              EUR           EUR            EUR 
 Balance at 1 January 
  2018                            -            -          157,280     (821,844)      (664,564) 
                          ---------  -----------  ---------------  ------------  ------------- 
 
   Total comprehensive 
   income 
 Loss for the year                -            -                -   (4,943,906)    (4,943,906) 
                          ---------  -----------  ---------------  ------------  ------------- 
 Total comprehensive 
  income                          -            -                -   (4,943,906)    (4,943,906) 
                          ---------  -----------  ---------------  ------------  ------------- 
 
   Transactions with owners 
   recognised directly in equity 
 Issue of ordinary 
  shares                    193,136   21,587,539                -             -     21,780,675 
 Share Issue Costs                -            -        (596,212)             -      (596,212) 
 Acquisition of a 
  subsidiary                      -            -     (11,263,644)             -   (11,243,464) 
 Share option expense             -            -          387,847             -        367,667 
                          ---------  -----------  ---------------  ------------  ------------- 
 Balance at 31 December 
  2018                      193,136   21,587,539     (11,314,729)   (5,765,750)      4,700,196 
                          ---------  -----------  ---------------  ------------  ------------- 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

for the Year Ended 31 December 2018

 
                             Share      Share       Other    Retained   Total 
                           Capital    Premium    Reserves    Earnings 
                               EUR        EUR         EUR         EUR     EUR 
 Balance at 13 October           -          -           -           -       - 
  2017 
                         ---------  ---------  ----------  ----------  ------ 
 
   Total comprehensive 
   income 
 Loss for the year               -          -           -           -       - 
                         ---------  ---------  ----------  ----------  ------ 
 Balance at 31 December          -          -           -           -       - 
  2017 
                         ---------  ---------  ----------  ----------  ------ 
 
 
                              Share        Share       Other    Retained        Total 
                            Capital      Premium    Reserves    Earnings 
                                EUR          EUR         EUR         EUR          EUR 
 Balance at 1 January             -            -           -           -            - 
  2018 
                          ---------  -----------  ----------  ----------  ----------- 
 
   Total comprehensive 
   income 
 Loss for the year                -            -           -   (687,587)    (687,587) 
                          ---------  -----------  ----------  ----------  ----------- 
 Total comprehensive 
  income                                                       (687,587)    (687,587) 
                          ---------  -----------  ----------  ----------  ----------- 
 
   Transactions with owners 
   recognised directly in equity 
 Issue of ordinary 
  shares                    193,136   21,587,539           -           -   21,780,675 
 Share Issue Costs                -            -   (596,212)           -    (596,212) 
 Share option expense             -            -     383,849           -      383,849 
                          ---------  -----------  ----------  ----------  ----------- 
 Balance at 31 December 
  2018                      193,136   21,587,539   (212,363)   (687,587)   20,880,725 
                          ---------  -----------  ----------  ----------  ----------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the Year Ended 31 December 2018

 
                                              Note          2018          2017 
 Continuing Operations                                       EUR           EUR 
 
 Loss before income tax                              (4,943,906)     (623,699) 
 Adjustments to reconcile loss before 
  tax to net cash flows: 
 Depreciation of fixed assets                  6          49,984        36,621 
 Amortisation of intangible assets             6         175,300             - 
 Fair value loss/(gain) arising on 
  derivative financial liabilities              11     2,638,063     (125,764) 
 Non-cash element of extinguishment                      174,651             - 
  costs 
 Non-cash element of advisor warrants                    112,381             - 
 Other non-cash items                                      1,944             - 
 Finance Costs                                 11         29,977        54,342 
 Share Option Expense                                     30,145        20,180 
 Movement in trade & other receivables                 (155,798)     (201,710) 
 Movement in trade & other payables                    (187,824)       351,339 
                                                    ------------  ------------ 
                                                     (2,075,083)     (488,691) 
 Bank interest & other charges paid                     (29,977)         (264) 
                                                    ------------  ------------ 
 Net Cash used in Operating Activities               (2,105,060)     (488,955) 
                                                    ------------  ------------ 
 
 Cash Flows from Investing Activities 
 Purchases of property, plant & equipment      14       (52,225)      (56,326) 
 Payments to develop Intangible Assets         15      (696,059)     (370,514) 
                                                    ------------  ------------ 
 Net cash used in investing activities                 (748,284)     (426,840) 
                                                    ------------  ------------ 
 
 Cash Flows from Financing Activities 
 Proceeds from issuance of ordinary 
  shares                                               6,234,953        12,000 
 Proceeds from issuance of preference 
  shares                                                       -       250,000 
 Proceeds from issuance of convertible 
  loans                                                        -       688,000 
                                                    ------------  ------------ 
 Net cash generated from financing 
  activities                                           6,234,953       950,000 
                                                    ------------  ------------ 
 
 Net increase in cash and cash equivalents             3,381,609        34,205 
 Cash and cash equivalents at beginning 
  of year                                      18        103,577        69,372 
 Cash and cash equivalents at end 
  of year                                      18      3,485,186       103,577 
                                                    ------------  ------------ 
 

The non-cash element of extinguishment costs and non-cash element of advisor warrants reflect the fact that the group issued warrants to loan note holders, cumulative redeemable preference shareholders and advisors as part of the acquisition of Immersive VR Education Limited and the subsequent IPO transaction.

COMPANY STATEMENT OF CASH FLOWS

for the Year Ended 31 December 2018

 
                                              Note          2018    2017 
 Continuing Operations                                       EUR     EUR 
 
 Loss before income tax                                (687,587)       - 
 Adjustments to reconcile loss before 
  tax to net cash flows: 
 Non-cash element of extinguishment                      174,651       - 
  costs 
 Non-cash element of advisor warrants                    112,381       - 
 Non-cash element of redemption of 
  redeemable shares                                     (18,750)       - 
 Finance Costs                                               276       - 
 Share Option Expense                                     17,518       - 
 Movement in trade & other receivables               (5,118,099)       - 
 Movement in trade & other payables                       38,023       - 
                                                    ------------  ------ 
                                                     (5,481,587)       - 
 Bank interest & other charges paid                        (276)       - 
                                                    ------------  ------ 
 Net Cash used in Operating Activities               (5,481,863)       - 
                                                    ------------  ------ 
 
 Cash Flows from Investing Activities                          -       - 
 
 Cash Flows from Financing Activities 
 Proceeds from issuance of redeemable 
  shares                                                       -   6,250 
 Redemption of redeemable shares                         (6,250)       - 
 Proceeds from issuance of ordinary                    6,234,953       - 
  shares 
 Net cash generated from financing 
  activities                                           6,228,703   6,250 
                                                    ------------  ------ 
 
 Net increase in cash and cash equivalents               746,840   6,250 
 
 Cash and cash equivalents at beginning 
  of year                                      18          6,250       - 
 
 Cash and cash equivalents at end 
  of year                                      18        753,090   6,250 
                                                    ------------  ------ 
 

The non-cash element of extinguishment costs and non-cash element of advisor warrants reflect the fact that the group issued warrants to loan note holders, cumulative redeemable preference shareholders and advisors as part of the acquisition of Immersive VR Education Limited and the subsequent IPO transaction.

The non-cash element of redemption of redeemable shares relates to the accounting treatment for the cancellation of unpaid redeemable shares during the year.

NOTES TO THE FINANCIAL STATEMENTS

   1.    General Information 

VR Education Holdings plc ("the Company") is publicly traded on the Alternative Investment Market ("AIM") of the London Stock Exchange and on the Enterprise Securities Market ("ESM"), 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 is the parent company of Immersive VR Education Limited ("IVRE"). IVRE is incorporated and domiciled in the Republic of Ireland with the same registered office as the Company. On 12 March 2018 the Company acquired Immersive VR Education Limited and contemporaneously listed on London's AIM market and Dublin's ESM market. As part of the Admission process, the Group raised GBP6 million before expenses, through an oversubscribed placing of 60,000,000 new ordinary shares at a placing price of 10p each.

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.

Basis of Consolidation

The consolidated financial statements incorporate those of VR Education Holdings plc and its subsidiary Immersive VR Education Limited.

All financial statements are made up to 31 December 2018. 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.

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 Immersive VR Education Limited

The company was incorporated on 13 October 2017 and entered into an agreement to acquire the entire issued share capital of Immersive VR Education Limited on 12 March 2018. The acquisition was effected by way of issue of shares. Due to the relative size of the companies, Immersive VR Education'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 VR Education 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 the 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.

The comparative information presented for the Group is that of Immersive VR Education Limited.

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.

Judgments

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 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.

Derivative financial instruments

The Group has assessed the fair value of the derivative financial liabilities arising on the conversion feature of convertible secured loan notes and the cumulative redeemable preference shares. This calculation includes assumptions on the expected period of exercise, risk free interest rate and share price volatility. The Group have engaged third party valuations experts to assist them in the selection of such assumptions.

Going Concern

The financial statements are presented on a going concern basis. In forming this opinion, the Directors have considered all of 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 dual listing on the Alternative Investments Market on the London Stock Exchange and on the Enterprise Securities Market, a market regulated by Euronext Dublin and the timing as to when such funds will be received. Based on their consideration of these matters 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.

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 adopted IFRS 9 for the current year and applied it retrospectively for the preceding financial year however no material adjustments were identified between the requirements of IFRS 9 and the methods applied by the Company in the application of IAS 39.

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:

Firstly the Group is primarily focused on developing 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.

Secondly, 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

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 are amortised over their estimated useful lives based on the pattern of consumption of the underlying economic benefits. 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 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.

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.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Group's equity holders, until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Group's equity holders.

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 determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

An operating lease is a lease other than a finance lease. Operating lease payments are recognised as an operating expense in the statement of comprehensive income in administrative expenses on a straight-line basis over the lease term.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services, and amortised over the period of the facility to which it relates.

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the income statement within finance costs in the period in which they are incurred.

Convertible Financial Instruments

Convertible financial instruments issued by the Group comprise convertible loan notes and convertible redeemable Preference Shares that can be converted to ordinary share capital at the option of the holder. The number of shares to be issued may vary with changes in their fair value.

The derivative component arising from the conversion option is recognised at fair value. The debt component is recognised initially as the difference between the fair value of the convertible financial instrument as a whole and the fair value of the derivative. Any directly attributable transaction costs are allocated against the liability.

Subsequent to initial recognition, the debt component of the convertible instrument is measured at amortised cost using the effective interest rate method. The derivative component is re-measured at fair value at each subsequent balance sheet date.

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.

New standards, interpretations and amendments adopted by the Company

On 1 January 2018 the company adopted IFRS 9 - Financial Instruments. No other new standards were adopted in the year.

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:

 
                                                        Application Date 
                                                    of Standard (Periods 
                                                        Commencing on or 
 Reference   Title    Summary                                     after) 
 IFRS        Leases   Principles for the                  1 January 2019 
  16                   recognition, measurement, 
                       presentation and 
                       disclosure of leases 
 
 
 

The adoption of these Standards and Interpretations is not expected to have a material impact on the financial information of the Company in the period of initial application when they come into effect.

   3.    Segment Reporting 
 
                                 2018     2017 
Revenue by Type                   EUR      EUR 
 
Showcase experience revenue   592,362  592,617 
Other revenue                 123,983   31,870 
                              -------  ------- 
Total Revenue                 716,345  624,487 
                              -------  ------- 
 
 
   4.    Capital Management 

For the purpose of the Company's capital management, capital includes issued capital, convertible preference shares, share premium and all other equity reserves. The primary objective of the Group's capital management is to maximise the shareholder value.

 
Group                                          2018       2017 
                                                EUR        EUR 
 
Interest bearing loans and borrowings             -    907,180 
Derivative financial liabilities                  -    209,348 
Trade and other payables                    195,194    383,019 
Less: cash and short term deposits      (3,485,186)  (103,577) 
                                        -----------  --------- 
Net Debt                                (3,289,992)  1,395,970 
                                        -----------  --------- 
Equity                                    4,296,872  (664,564) 
                                        -----------  --------- 
Total Equity                              4,296,872  (664,564) 
                                        -----------  --------- 
Capital and net debt                      1,006,880    731,406 
                                        -----------  --------- 
 
 
   5.    Other Income 
 
                            2018    2017 
                             EUR     EUR 
Industry awards proceeds       -  60,333 
                           -----  ------ 
 
   6.    a. Expenses by nature 
 
                                              2018       2017 
                                               EUR        EUR 
Depreciation charges                        49,984     36,621 
Amortisation expense                       175,300          - 
Operating Lease Payments                    36,839     25,115 
Foreign Exchange (Gain) / Loss            (35,027)      7,725 
Other Expenses                           2,956,001  1,478,054 
                                         ---------  --------- 
                                         3,183,097  1,547,515 
                                         ---------  --------- 
Wages and salaries capitalised           (586,937)  (313,501) 
Other expenses capitalised               (109,122)   (57,013) 
                                         ---------  --------- 
Total cost of sales and administrative 
 expenses                                2,487,038  1,177,001 
                                         ---------  --------- 
 
   6.    a. Expenses by nature (continued) 

Disclosed as:

 
Cost of sales                              239,701    300,143 
Administrative expenses                  2,247,337    876,858 
                                         ---------  --------- 
Total cost of sales and administrative 
 expenses                                2,487,038  1,177,001 
                                         ---------  --------- 
 

b. Auditor Remuneration

Services provided by the Company's auditor

During the year, the Company obtained the following services from the Company's auditor:

 
                                                 2018         2017 
                                                  EUR          EUR 
Fees payable to the Company's auditor 
 for the audit of the financial statements 
 Tax                                           42,173       56,000 
 Other                                         11,688            - 
                                               40,776            - 
                                             --------      ------- 
 
   7.    Employees 
 
Employee Benefit Expense                   2018       2017 
                                            EUR        EUR 
Wages and salaries                    1,380,687    731,186 
Social security costs                   136,910     62,887 
Defined contribution pension costs        8,961          - 
Share option expense                     30,145     20,180 
Capitalised employee costs            (586,937)  (313,501) 
                                      ---------  --------- 
Total Employee Benefit Expense          969,766    500,752 
                                      ---------  --------- 
 
  Average Number of People Employed        2018       2017 
 
Average number of people (including 
 executive Directors) 
employed: 
Operations                                   22         15 
Administration                                3          2 
Marketing                                     2          - 
                                      ---------  --------- 
Total Average Headcount                      27         17 
                                      ---------  --------- 
 
   8.    Directors remuneration 

Below is the directors remuneration for the year ended 31 December 2018 and for the year ended 31 December 2017.

 
                                       31 December 2018 
                           ----------------------------------------- 
                                           Pension  Options    Total 
  Group                      Directors'   benefits   issued 
                                   fees 
                                    EUR        EUR      EUR      EUR 
Executive Directors 
David Whelan                    114,181      2,017        -  116,198 
Sandra Whelan                    85,807      2,100        -   87,907 
Séamus Larrissey 
 
 Non-executive Directors         86,500      2,833    4,779   94,112 
Richard Cooper                   96,077          -   13,917  109,994 
Michael Boyce                    37,143          -        -   37,143 
Tony Hanway                      23,807          -        -   23,807 
                                443,515      6,950   18,696  469,191 
                           ------------  ---------  -------  ------- 
 
 
                                       31 December 2017 
                           ----------------------------------------- 
                                           Pension  Options    Total 
  Group                      Directors'   benefits   issued 
                                   fees 
                                    EUR        EUR      EUR      EUR 
Executive Directors 
David Whelan                     70,000          -        -   70,000 
Sandra Whelan                    60,000          -        -   60,000 
Séamus Larrissey 
 
 Non-executive Directors         34,638          -    2,944   37,582 
Richard Cooper                        -          -        -        - 
Michael Boyce                         -          -        -        - 
Tony Hanway                           -          -        -        - 
At 31 December 2018             164,638          -    2,944  167,582 
                           ------------  ---------  -------  ------- 
 

The options issued are a non-cash amount and are accounted for in line the treatment of the other share options issued to employees under IFRS 2. Further notes on Share Based Payments are included in Note 22.

During the year ended 31 December 2018, Richard Cooper received a fee in relation to the IPO transaction of GBP50,000.

During the year ended 31 December 2018, Michael Boyce received a fee in relation to consultancy services provided to the company, separate to his role as a Non-Executive Director of GBP12,031.

   9.    Extinguishment Costs 
 
                                              2018  2017 
                                               EUR   EUR 
Legal and professional fees paid on 
 behalf of redeemable secured loan 
 note holders and cumulative redeemable     51,500     - 
 preference shares holders 
Monitoring fee and interest paid post 
 conversion                                 41,820     - 
Warrant Costs                              174,651     - 
                                          --------  ---- 
Total Extinguishment Costs                 267,971     - 
                                          --------  ---- 
 

As part of the reorganisation process which occurred prior to the IPO all loan note holders and cumulative redeemable preference share note holders converted their holdings into ordinary shares. During this process the Group agreed to pay:

- all interest that would have accrued on these loan notes for the 12 month period from the date of Admission had such loan notes remained in issue.

- all monitoring fees that would have accrued for the 12 months period from the date of Admission had such agreements not been terminated.

The group also issued warrants to the loan note holders and cumulative redeemable preference shareholders over such number of new Ordinary Shares in the Company as is equal to 3 per cent. of the issued Ordinary Shares at Admission, exercisable at a 50 per cent. premium to the Issue Price expiring 36 months from Admission.

10. IPO Transaction Costs

 
                                 2018     2017 
                                  EUR      EUR 
Legal and professional fees   237,202  202,940 
                              -------  ------- 
Total IPO Transaction Costs   237,202  202,940 
                              -------  ------- 
Included in Other Reserves    596,212        - 
                              -------  ------- 
 

The transaction costs relate to the admission of the Group to the AIM market of the London Stock Exchange and the ESM market of the Irish Stock Exchange on 12 March 2018.

11. Finance Costs

 
                                                2018     2017 
                                                 EUR      EUR 
Interest expense: 
- Notional interest on non-current 
 borrowings                                        -   34,472 
- Interest payable on convertible 
 loan notes                                   27,105   14,387 
- Dividend on redeemable convertible 
 preference shares                             1,356    5,219 
- Bank charges                                 1,516      264 
                                         -----------  ------- 
Total finance costs                           29,977   54,342 
                                         -----------  ------- 
Fair value (loss) / gain on derivative 
 financial liability                     (2,638,063)  125,764 
                                         -----------  ------- 
 

The fair value loss on derivative financial liabilities arose in 2018 from the conversion of convertible debt and preference shares to ordinary equity in Immersive VR Education Limited prior to its acquisition by the Group.

12. Income Tax Expense

 
                                  2018    2017 
                                   EUR     EUR 
Current tax:                         - 
Current tax on loss for the year     -       - 
                                  ----    ---- 
Total current tax                    -       - 
                                  ----    ---- 
Deferred tax (Note 25)               -       - 
                                  ----    ---- 
Income Tax Expense                   -       - 
                                  ----    ---- 
 

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:

 
                                              2018        2017 
                                               EUR         EUR 
Loss Before Tax                        (4,943,906)   (623,699) 
                                       -----------  ---------- 
 
Tax calculated at domestic tax rates 
 applicable to loss in 
 Ireland of 12.5%                        (617,988)    (77,962) 
Tax effects of: 
- Depreciation in excess of capital 
 allowances                                  4,033       3,178 
- Expenses not deductible for tax 
 purposes                                  406,488      29,572 
- Tax losses for which no deferred 
 tax asset was recognised                  207,467      45,212 
                                       -----------  ---------- 
Total tax expense                                -           - 
                                       -----------  ---------- 
 

NOTES TO THE FINANCIAL STATEMENTS

13. Earnings per share (EPS)

 
                                              2018       2017 
Loss attributable to equity holders            EUR        EUR 
 of the Group: 
Continuing Operations                  (4,943,906)  (623,699) 
                                       -----------  --------- 
Weighted average number of shares 
 for Basic EPS                         193,136,406          1 
Basic loss per share from continuing 
 operations                                (0.026)          - 
                                       -----------  --------- 
 

14. Property, Plant & Equipment

 
                                           Fixtures, 
                           Leasehold        fittings       Office 
  Group                 improvements   and equipment    Equipment    Total 
                                 EUR             EUR          EUR      EUR 
Cost of Valuation 
At 1 January 2017                  -           3,548       45,505   49,053 
Additions                     15,601           2,062       38,663   56,326 
                      --------------  --------------  -----------  ------- 
At 31 December 2017           15,601           5,610       84,168  105,379 
                      --------------  --------------  -----------  ------- 
Additions                      4,740           1,415       46,070   52,225 
                      --------------  --------------  -----------  ------- 
At 31 December 2018           20,341           7,025      130,238  157,604 
                      --------------  --------------  -----------  ------- 
 
 
Depreciation 
At 1 January 2017         -  1,005  10,453  11,458 
Charge (note 6)       3,284  1,122  32,215  36,621 
                      -----  -----  ------  ------ 
At 31 December 2017   3,284  2,127  42,668  48,079 
                      -----  -----  ------  ------ 
Charge (note 6)       4,607  1,405  43,972  49,984 
                      -----  -----  ------  ------ 
At 31 December 2018   7,891  3,532  86,640  98,063 
                      -----  -----  ------  ------ 
 
 
Net Book Amount 
At 31 December 2017   12,317  3,483  41,500  57,300 
At 31 December 2018   12,450  3,493  43,598  59,541 
                      ------  -----  ------  ------ 
 

Depreciation expense of EUR49,984 (2017: EUR36,621) has been charged in 'Administrative Expenses'.

15. Intangible Assets

 
                             Software 
                       in development 
  Group                         costs      Total 
                                  EUR        EUR 
Cost of Valuation 
At 1 January 2017              65,277     65,277 
Additions                     370,514    370,514 
                      ---------------  --------- 
At 31 December 2017           435,791    435,791 
                      ---------------  --------- 
Additions                     696,059    696,059 
                      ---------------  --------- 
At 31 December 2018         1,131,850  1,131,850 
                      ---------------  --------- 
 
 
Amortisation 
At 1 January 2017           -        - 
Charge                      -        - 
                      -------  ------- 
At 31 December 2017         -        - 
                      -------  ------- 
Charge                175,300  175,300 
                      -------  ------- 
At 31 December 2018   175,300  175,300 
                      -------  ------- 
 
 
Net Book Value 
At 31 December 2017   435,791  435,791 
At 31 December 2018   956,550  956,550 
                      -------  ------- 
 

The software being developed relates to the creation of three 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 a mobile version is expected in H1 2019. Amortisation will commence once the mobile version is 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 and a Space Shuttle experience are currently in development with expected release during 2019. They are currently not being amortised.

Amortisation expense of EUR175,300 (2017: EURNil) has been charged in 'Administrative Expenses'.

An impairment review was carried out at the balance sheet date. No impairment arose.

16. Investments in Subsidiaries

 
 
Company                                       EUR 
At Incorporation - 13 October 2017              - 
Additions                                       - 
                                       ---------- 
At 31 December 2017                             - 
                                       ---------- 
Additions                              15,028,809 
                                       ---------- 
At 31 December 2018                    15,028,809 
                                       ---------- 
 

Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.

On 12 March 2018 the Company has acquired all of the issued capital of Immersive VR Education 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.

 
                                Country of                                Proportion 
                             incorporation                          of equity shares 
  Name                       and residence     Nature of business        held by the 
                                                                             company 
 
  Immersive VR Education                          Virtual Reality 
  Limited                          Ireland             Technology               100% 
 

This subsidiary undertaking is included in the consolidation. The proportion of the voting rights in the subsidiary undertaking held directly by the Parent Company does not differ from the proportion of ordinary shares held.

17. Trade and Other Receivables

 
                                        Group            Company 
                                2018     2017       2018    2017 
                                 EUR      EUR        EUR     EUR 
 
Trade receivables            180,129  105,450          -       - 
Less: provision for                -        -          -       - 
 impairment of receivables 
                             -------  -------  ---------  ------ 
Trade receivables 
 - net                       180,129  105,450          -       - 
Amounts due from related 
 parties                           -        -  5,058,589       - 
Prepayments                  178,650  107,778     53,062       - 
Other debtors                  4,991   23,830          -  18,750 
VAT                           30,343    1,257     25,198       - 
                             -------  -------  ---------  ------ 
                             394,113  238,315  5,136,849  18,750 
                             -------  -------  ---------  ------ 
 

As at 31 December 2018, trade receivables of EUR180,129 (2017: EUR105,450) were deemed fully recoverable. No bad debt provision charge was incurred during 2018 (2017: EURNil).

17. Trade and Other Receivables (continued)

The carrying amounts of the Company's trade and other receivables are denominated in the following currencies:

 
                                   Group     Company 
                           2018     2017  2018  2017 
                            EUR      EUR   EUR   EUR 
 
Euro - Neither past 
 due nor impaired        53,028   20,821     -     - 
Dollar - Neither past 
 due nor impaired       127,101   84,629     -     - 
                        -------  -------  ----  ---- 
                        180,129  105,450     -     - 
                        -------  -------  ----  ---- 
 

18. Cash and short-term deposits

 
                                   Group         Company 
                           2018     2017     2018   2017 
                            EUR      EUR      EUR    EUR 
 
Cash at bank and on 
 hand                 3,485,186  103,577  753,090  6,250 
                      ---------  -------  -------  ----- 
                      3,485,186  103,577  753,090  6,250 
                      ---------  -------  -------  ----- 
 

19. Issued Share Capital and Premium

 
                                   Number of  Ordinary 
                                      shares    shares  Share premium       Total 
                                                   EUR            EUR         EUR 
At 01 January 2017                         -         -              -           - 
Ordinary Shares Issued                     1         -              -           - 
                                 -----------  --------  -------------  ---------- 
At 31 December 2017                        1         -              -           - 
                                 -----------  --------  -------------  ---------- 
Shares issued as consideration 
 for reverse merger              133,089,739   133,090     14,866,910  15,000,000 
Ordinary Shares Issued            60,046,666    60,046      6,720,629   6,780,675 
                                 -----------  --------  -------------  ---------- 
At 31 December 2018              193,136,406   193,136     21,587,539  21,780,675 
                                 -----------  --------  -------------  ---------- 
 

On 12 March 2018 the Company acquired Immersive VR Education Ltd for a purchase price of EUR15 million through the issue 133,089,739 new ordinary shares of EUR0.001 and became the legal parent of the Group. On 12 March 2018 the Company listed on London's AIM market and Dublin's ESM market. As part of the Admission process, the Group raised GBP6 million (EUR6,772,773) before expenses, through an oversubscribed placing of 60,000,000 new ordinary shares at a placing price of GBP0.10 (EUR0.1127) per share.

20. Other Reserves

 
                                                Group  Company 
                                                  EUR      EUR 
At 1 January 2017                             104,915        - 
Transfer to derivative liabilities          (104,915)        - 
Transfer to other reserves arising 
 from accounting treatment of acquisition 
 of subsidiary                                137,100        - 
Share option expense                           20,180        - 
                                            ---------  ------- 
At 31 December 2017                           157,280        - 
                                            ---------  ------- 
 
 
At 1 January 2018                  157,280          - 
Share issue costs                (596,212)  (596,212) 
Acquisition of a subsidiary   (11,263,644)          - 
Share option expense               387,847    383,849 
                              ------------  --------- 
At 31 December 2017           (11,314,729)  (212,363) 
                              ------------  --------- 
 

21. Retained Earnings

 
                          Group  Company 
                            EUR      EUR 
At 1 January 2017     (198,145)        - 
Loss for the year     (623,699)        - 
                      ---------  ------- 
At 31 December 2017   (821,844)        - 
                      ---------  ------- 
 
 
At 1 January 2018       (821,844)          - 
Loss for the year     (4,943,906)  (687,587) 
                      -----------  --------- 
At 31 December 2017   (5,765,750)  (687,587) 
                      -----------  --------- 
 

22. Share Based Payments

During the year ended 31 December 2018, VR Education Holdings plc introduced a share-based payment scheme for employee remuneration ("the 2018 Scheme") to replace the scheme previously in operation within Immersive VR Education Limited ("the 2016 Scheme"). The 2018 Scheme and the 2016 schemes are classified equity settled share based payment plans. Recipients under the scheme are awarded options over ordinary shares of the Company.

On the 12 March 2018, the options under the 2016 Scheme were cancelled as part of the Capital Restructure and Listing process and replaced with options under the 2018 Scheme under the equivalent terms and conditions as the 2016 scheme, and a stock split which gave rise to the issue of 740 shares for every 1 share held. The options granted under the 2016 Scheme had vesting periods of up to 36 months. The replacement of the options did not give rise to any additional income statement expense in 2018.

22. Share Based Payments (continued)

There were 311,108 employee options granted during 2018 at an exercise price of EUR0.135 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.

Share-based payment expense with Director

On 12 March 2018, VR Education Holdings plc granted options to purchase 1m ordinary shares to Richard Cooper, the Chairman of the Company. The options vest if the market capitalisation of the Company equals 2.5 times the market capitalisation on admission to listing for a consecutive period of 30 days. Except in the event of a change in control (see below) the options, which are exercisable at a price of GBP0.0001, cannot be exercised for a period of two years and expire on 12 March 2023. The market capitalisation requirement is a "market condition" under IFRS 2 and the valuation of the option, which amounted to EUR0.668, takes this market condition into account.

In the event of a change in control, in the two years after admission to listing, the options are exercisable at prices ranging from GBP0.0001 to GBP0.10. The change in control scenarios gave rise to option values of EUR0.018 - EUR0.112.

The movement in employee share options and weighted average exercise prices are as follows for the reporting periods presented:

 
                                        2018 Scheme      2016 Scheme 
                                               2018     2018         2017 
At 1 January                                      -    4,208            - 
Capital restructure 
 and Listing process                      3,113,920  (4,208)            - 
Granted during period                     1,311,108        -        4,208 
At 31 December                            4,425,028        -        4,208 
 
Options outstanding 
 at 31 December 
Number of shares                          4,425,028        -        4,208 
Weighted average remaining 
 contractual life                        3.75 years             4.3 years 
Weighted average exercise 
 price per share                           EUR0.028              EUR19.21 
 Range of exercise price       EUR0.0001 - EUR0.135              EUR19.21 
 
Exercisable at 31 December 
Number of shares                          1,997,556                   893 
Weighted average exercise 
 price per share                           EUR0.026              EUR19.21 
 

No options were exercised during the period. The weighted average exercise price of options granted during the period was EUR0.032 (2017: EUR19.21). The expense recognised in respect of employee share based payment expense and credited to the share based payment reserve in equity was EUR30,144 (2017: EUR20,180).

Advisor Warrants

As part of the listing process and as set out in the admission document, the Company issued warrants over 5,018,328 shares at an exercise price of GBP0.15, subject to expiry on various dates up to 12 March 2023. The warrants were valued under the Black Scholes model. The expense recognised during the period was EUR162,871 of which EUR112,381 was recognised in the income statement and EUR50,490 in equity.

Investor Warrants

As part of the arrangements for the listing process and as set out in the admission document, the Company issued warrants over 5,794,092 shares at an exercise price of GBP0.15, subject to expiry on 12 March 2023. The warrants were valued under the Black Scholes model. The expense of EUR174,651 was recognised in the income statement during the period.

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 valuation.

 
                              Employee           Director            Advisor   Investor 
 
Number of options 
 / warrants                    311,108          1,000,000          5,018,328  5,794,092 
Grant date                   26 Apr 18          12 Mar 18          12 Mar 18  12 Mar 18 
Vesting period                 3 years            2 years                  -          - 
Share price at date            GBP0.11            GBP0.10            GBP0.10    GBP0.10 
 of grant 
Exercise price                EUR0.135   GBP0.001-GBP0.10            GBP0.15    GBP0.15 
Volatility                         57%         54.4-59.2%         54.4-57.3%      57.3% 
Option life                    7 years            5 years          22 months    3 years 
                                                                   - 5 years 
Dividend yield                      0%                 0%                 0%         0% 
Risk free investment 
 rate                            0.14%          0.5-1.16%          0.8-1.16%      0.87% 
Fair value per option 
 at grant date                EUR0.058  EUR0.018-EUR0.112  EUR0.018-EUR0.030   EUR0.030 
Weighted average remaining 
 contractual life in 
 years                             6.3                4.2                2.7        2.2 
 

23. Trade and Other Payables

 
                               Group         Company 
                       2018     2017    2018    2017 
                        EUR      EUR     EUR     EUR 
 
Trade Payables       28,263   18,225   9,169       - 
PAYE/PRSI            46,923   45,983  16,362       - 
Redeemable shares         -   25,000       -  25,000 
Accrued Expenses    120,009  293,811  12,492       - 
                    -------  -------  ------  ------ 
                    195,195  383,019  38,023  25,000 
                    -------  -------  ------  ------ 
 

Terms and conditions of the above financial liabilities:

   --     Trade payables are non-interest bearing and are normally settled on 30-day terms 
   --     PAYE/PRSI payables are non-interest bearing and are normally settled on 30-day terms 
   --     Accrued expenses are non-interest bearing are settled over varying terms throughout the year 

24. Non-current Liabilities

 
                                 Group     Company 
                         2018     2017  2018  2017 
                          EUR      EUR   EUR   EUR 
Borrowings 
Redeemable convertible 
 secured loan notes         -  776,155     -     - 
Cumulative Convertible 
 Redeemable Preference 
 Shares                     -  131,025     -     - 
                         ----  -------  ----  ---- 
Total Borrowings            -  907,180     -     - 
                         ----  -------  ----  ---- 
 
 
Derivative financial 
 liabilities on conversion 
 feature of 
 redeemable secured 
 loan notes and cumulative 
 redeemable 
 preference shares           -  209,348  -- 
                              --------- 
Total Non-current 
 Liabilities                 -1,116,528  -- 
                              --------- 
 

24. Non-current Liabilities

Immediately prior to the acquisition of Immersive VR Education Limited ("IVRE") by the Company on 12 March 2018 the existing redeemable secured loan notes and cumulative redeemable preference shares with IVRE were redeemed for Ordinary Equity of IVRE.

The 2016 Kernel Loan Agreement which resulted in Kernel holding EUR240,000 in redeemable secured loan notes was redeemed at EUR19.21 for 12,493 ordinary shares in IVRE. As part of the acquisition of IVRE by the Company, Kernel were issued 9,244,820 ordinary shares in the Company, using a share swap ratio of 740 to 1.

The 2017 Kernel Loan Agreement which resulted in Kernel holding EUR400,000 in redeemable secured loan notes was redeemed at EUR83.916 for 4,767 ordinary shares in IVRE. As part of the acquisition of IVRE by the Company, Kernel were issued 3,527,580 ordinary shares in the Company, using a share swap ratio of 740 to 1.

The 2017 Suir Valley Ventures Loan Agreement which resulted in Suir Valley Ventures holding EUR288,000 in redeemable secured loan notes was redeemed at EUR19.21 for 14,992 ordinary shares in IVRE. As part of the acquisition of IVRE by the Company, Suir Valley Ventures were issued 11,094,080 ordinary shares in the Company, using a share swap ratio of 740 to 1.

The 2017 Enterprise Ireland Agreement which resulted in Enterprise Ireland holding EUR250,000 in Cumulative Convertible Redeemable Preference Shares was redeemed at EUR19.21 for 13,014 ordinary shares in IVRE. As part of the acquisition of IVRE by the Company, Enterprise Ireland were issued 9,630,360 ordinary shares in the Company, using a share swap ratio of 740 to 1.

 
Derivative financial 
 liabilities on conversion 
 feature of 
 redeemable secured                           Group      Company 
 loan notes and cumulative 
 redeemable 
 preference shares 
                                      2018     2017   2018  2017 
                                       EUR      EUR    EUR   EUR 
 
Balance as at beginning 
 of period                         209,348        -      -     - 
Transfer from other 
 reserves                                   104,915      -     - 
Movement in current 
 period                          2,638,063  104,433      -     - 
Redemption of loan 
 notes and preference 
 shares                        (2,847,411)        -      -     - 
                             -------------  -------  -----  ---- 
Balance as at end 
 of period                               -  209,348      -     - 
                             -------------  -------  -----  ---- 
 

25. 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 EUR410,683 (2017: EUR79,597) in respect of losses and depreciation in excess of capital allowances amounting to EUR3,285,467 (2016: EUR636,773) that can be carried forward against future taxable income.

26. Related Parties

During the year the Directors received the following emoluments:

 
                                  Group        Company 
                          2018     2017     2018  2017 
Directors                  EUR      EUR      EUR   EUR 
 
Aggregate emoluments   450,465  164,638  406,787     - 
Share option expense    18,696    2,944   18,696     - 
                       -------  -------  -------  ---- 
                       469,161  167,582  425,483     - 
                       -------  -------  -------  ---- 
 

Included in the above is an amount of EUR96,077 (2017: EURNil) 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 2018 EURNil was outstanding.

27. Operating Leases

The Company leases a motor vehicle and office space under non-cancellable operating lease agreements with lease terms between three years and four years nine months.

The lease expenditure charged to the income statement during the year is disclosed in Note 6.

Future minimum rentals payable under non-cancellable operating leases as at 31 December are, as follows:

 
                              Group     Company 
                       2018    2017  2018  2017 
Motor Vehicles          EUR     EUR   EUR   EUR 
 
Within one year       6,570   6,570     -     - 
After one year but 
 not more than five 
 years                3,285   9,854     -     - 
                      -----  ------  ----  ---- 
                      9,855  16,424     -     - 
                      -----  ------  ----  ---- 
 

27. Operating Leases (continued)

 
                                Group     Company 
                        2018     2017  2018  2017 
Land and buildings       EUR      EUR   EUR   EUR 
 
Within one year       25,000   25,000     -     - 
After one year but 
 not more than five 
 years                53,125   78,125     -     - 
                      ------  -------  ----  ---- 
                      78,125  103,125     -     - 
                      ------  -------  ----  ---- 
 

28. Ultimate controlling party

The directors believe that there is no ultimate controlling party as no one shareholder has control of the Company.

29. Subsequent Events

The Company has evaluated all events and transactions that occurred after 31 December 2018 up to the date of signing of the financial statements.

No material subsequent events have occurred that would require adjustment to or disclosure in the financial statements.

- ENDS -

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END

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March 06, 2019 02:00 ET (07:00 GMT)

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