24 Sep 2013 07:00
Embargoed for release at 7am
London, September 24th, 2013
blur (Group) plc
("blur Group", the "Group" or the "Company")
Unaudited Interim Results
blur Group, the company that is reinventing commerce at blurgroup.com, is pleased to announce unaudited interim results for the 6 months ended 30 June 2013.
H1 2013 $'000s | H1 2012 $000s | FY 2012 $000s | Yr on Yr | |
Revenue | 3,411 | 975 | 2,808 | +250% |
Gross profit | 790 | 341 | 730 | +131% |
LBITDA* | 1,560 | 454 | 1,712 | +243% |
Cash balance | 13,123 | 798 | 4,453 |
*before provision for share based payments
Highlights
● 250% revenue growth over H1 2012 which is an increase on the 212% revenue growth rate seen in FY 2012.
● Total value of projects submitted of $13.3m (H1 2012: $3.3m) and an average project value of $17k (H1 2012: $10.7k) with projects coming from 28 countries. In the event these projects are listed on the exchange, they will generate revenue for the group.
● 288% increase in the number of projects from repeat customers in the period versus H1 2012, demonstrating growing adoption of the Exchange platform
● $11.5m fundraise in June to accelerate new customer acquisition, technology development and regional expansion
● Launch of blur 3.0 - providing foundation for future scalability and growthand building of additional revenue streams to capitalize on first mover advantage in the $2tn+ s-commerce market
● Key senior hires strengthen group operations:
● Senior sales appointments for US and EMEA teams
● Post period end, appointment of James Davis as Group CFO
● Post period end, strengthening of operational team across all regions
● Introduction of Premium Account allowing customers to handle multiple projects, users and locations
● Post period end, establishment of R&D centre and relocation of global headquarters to Exeter taking advantage of the region's inward investment, strong technology pedigree and university access
Current Trading
● Latest metrics demonstrate accelerated growth of the Exchange in Q3 following the fundraise
● Cumulative projects submitted as of 19 September total 2,675 with a combined value of over $48m
Philip Letts, blur (Group) Plc CEO, commented:
"The acceleration in adoption and the evolution in the profile of the companies and experts who use the Global Services Exchange, provide clear evidence that s-commerce has completed the transition from concept to a proven way of buying and delivering business services. Businesses such as Danone are showing that it is the platform that will drive their competitive advantage rather than just offering a point project solution.
"blur can now fully capitalise on its first mover advantage in this market, widely estimated to be worth in excess of $2 trillion. Our plans are to focus on the continued 'industrialisation' of the Exchange, providing the scalability required for the global uptake of s-commerce. Funded by the overwhelming support in our June fundraise, this will include the accelerated growth of regional sales; an increased focus on global customer acquisition through digital channels; and a strong emphasis on R&D to deliver even greater platform functionality for all users of the Exchange and continued growth in our key metrics."
For further information, please contact:
blur (Group) plc | investors.blurgroup.com |
James Davis, Group CFO | Tel: +44 20 3176 0548 |
Lucy Davies, Head of PR | |
N+1 Singer | |
Shaun Dobson / Matt Thomas | Tel: +44 20 7496 3000 |
Newgate Threadneedle | |
Caroline Evans-Jones/ Josh Royston/ Hilary Millar | Tel: +44 20 7653 9850 |
About blur (Group) plc at blurgroup.com
blur Group is a technology company reinventing how businesses do commerce at blurgroup.com.
Its Global Services Exchange is an s-commerce platform which streamlines and automates the buying, delivery and payment of services. Approaching 35,000 businesses in 141 countries have adopted this platform and changed the way they work.
blur Group (BLUR) is a public company headquartered in the UK with offices in the US and Europe. It is listed on the London Stock Exchange's AIM market. blur was founded in January 2006 and launched in alpha in 2007 with the full, formal launch of the Global Services Exchange in January 2010. At that time, just over three projects per month were submitted. Now, nearly 200 projects start on the exchange each month. Customers include Danone, Broadridge, Coral, Exceed, HCA, Momentive, Red Commerce, the Financial Times, Berlitz, Butlins, GE Healthcare and Tyco. Over the same time, average project value has grown from approximately $1,500 in 2010 to $22,943 in Q2 2013.
Today, over 2,600 projects have been submitted with a combined value of over $48 million. These have come from the US, UK, Europe, Africa and Asia with over 30,000 expert service providers on eight exchanges responding to them.
Operational Review
blur Group's reinvention of commerce is gathering pace as it builds on its first mover advantage in a $2tn+ market. blur's s-commerce platform for the delivery of business services projects is changing the services landscape with its streamlined approach and simple project to delivery process. Approaching 35,000 business users have now adopted the platform across 141 different countries.
769 projects were submitted to the Exchange in the first half of 2013, an increase of 147% on the number submitted in the first half of last year. Their total project value was $13.3m, which is an increase of 300% on the same period last year. In the event these submitted projects are listed on the Exchange, they will generate revenue for the group. The average value of each project submitted grew by 59% to $17k from just over $10k in the same period last year.
With the number of companies adopting services commerce (s-commerce) accelerating each quarter, we have proven the s-commerce concept and are now focused on the industrialisation of the Global Service Exchange, for which blur 3.0, the latest version of our s-commerce cloud-based platform, is fundamental.
blur 3.0 is the most significant development since the launch of the Exchange. This cloud based platform provides a robust foundation to develop additional functionality to increase adoption and scalability to handle massive volumes of projects and pitches. Designed to deliver an even easier, faster and more unified user experience, the success of the new platform is evident in the growth of our key metrics.
We have seen a clear acceleration in those metrics in Q3 which has provided us with the confidence to increase investment in the second half of the year, bringing forward our development and hiring plans as we capitalise on our first mover advantage.
Financial Performance
Overview
The growth of the Exchange has flowed through into strong financial growth in the first half of the year, with revenues and gross profit in the first six months already exceeding the full year performance for 2012. The revenue progression was such that in Q2 2013 revenue was more than double that achieved in Q1 2013. The LBITDA was fully in line with management's expectations after increased investment in the corporate sales function, marketing spend and platform infrastructure in the first half of the year.
The Company raised $11.5 million in a secondary placing with institutions which completed in June 2013. As highlighted at the time, this additional funding will enable blur to accelerate its investment in new customer acquisitions worldwide and technology in order to capitalise on its first mover advantage in this space. As such, the Company envisages that the LBITDA trend will continue in the second half of this year.
$3.4m revenue, 250% year on year growth, ahead of management's forecasts
This strong financial performance has been driven by substantial growth in the average value and number of projects completing on the Exchange. Total revenue for the 6 months ended 30 June 2013 increased by 250% to $3.41m (H1 2012: $0.97m), delivering an acceleration in the high growth rates delivered each year since our launch for over four years.
blur Group's revenue model is driven by the Company acting as principal for the customer by managing the selection, payment, and project collaboration and delivery process. Buyers commit to a listing fee for each brief submitted, although this is currently waived on projects which progress to live projects. As the Exchange becomes more efficient and a greater percentage of projects go through to completion, this fee will decrease as a percentage of overall revenue. This has already been evidenced in the half year under review with over 95% of revenues coming from completed projects, compared to 76% for the full year 2012.
The number of repeat projects coming from existing customers increased by 288% over the corresponding half in 2012, showing the increasing adoption of the Exchange as a services commerce solution. Projects which come from repeat customers tend to have shorter delivery cycles and be larger in project size than those from first time users.
In the period under review, the Global Services Exchange has seen a trend towards more high value projects. blur Group conservatively recognises revenue throughout the life cycle of the project, with only a % of the full project value being recognized once a contract is agreed. The effect of this encouraging trend is two-fold. First, it provides greater visibility of revenues for the Company from one quarter to the next and, secondly, as these projects are longer in duration, there is an extended lead time from the beginning of the project, the revenue being recognized, and the cash being collected from the customer.
blur Group will also benefit from additional, higher margin sources of revenue through its partner programs and services like Premium Account. While the Company is already seeing interest from these areas, it does not envisage any significant revenue contribution for the remainder of this year.
Gross margin of $0.8m, 23% of revenue
The Company delivered gross profit of $0.79m (H1 2012: $0.34m), an increase of 132%. The gross margin was 23% which is lower than the 26% achieved in the full year 2012 due to a lower proportion of revenue from Listing Fees. This slight reduction in gross margin reflects the improved rate of projects submitted through to conversion, meaning the Listing Fee is waived. With greater revenue coming from full project completion, the quality and future visibility of earnings is much improved.
LBITDA1 of $1.56m, in line with management's expectations
Administrative and other expenses increased to $2.7m (H1 2012: $0.8m), which is fully in line with management's expectations, reflecting an accelerated investment in both people and technology to support the revenue growth. At 30 June 2013 there were 58 people employed by the Company; 30 June 2012 - 19 people. By the end of the year this is expected to increase to approximately 100 with the majority of the new hires being in the technology team who will be based down at the new R&D facility in Exeter.
1 LBITDA is loss before interest, tax, depreciation, amortisation and share based payments.
Growth of the management and corporate sales teams
To support the rapidly growing scale of the business globally, blur has strengthened its operational team across all regions. Gerry Gross has recently been promoted to Chief Commercial Officer and Kara Cardinale to Chief Community Officer. As the business grows the experience of the customer requires even greater focus and this newly created position will develop customer experience programs.
In July, James Davis was appointed as the Group CFO. James has an outstanding pedigree of working with online exchanges and digital businesses including Sporting Index, the online sports gaming group. Most recently James was the group CFO of Four Cross Media, a network of businesses in the USA, India and Singapore that was established in 2010 to marry the best of Western and Asian know-how in the media services space.
Corporate customers are more likely to provide a greater flow of repeat business on a more frequent basis than smaller companies. The corporate sales team has therefore been expanded both in EMEA and the US and has already made significant strides. More companies are becoming "exchange adopters": using s-commerce in different functions and verticals across their organizations. The period saw three significant projects from the FMCG sector, with brand insight and launch campaigns the first projects as part of a plan to kick off longer term platform adoption by leading dairy brand Danone. Other high profile projects included TransNational and Cuchara. This demonstrates the increasing success of the corporate sales teams in up-selling and expanding the use of the Exchange within larger organisations.
Cash balance of $13.1m
Cash balance as at 30 June 2013 was $13.1m (30 June 2012: $0.8m) following the oversubscribed secondary fundraising in June 2013 which raised approximately $11.5m. The additional capital will enable blur to build on its first mover advantage by increasing investment in several key areas and accelerating customer acquisition as well as further technological advances. Since the end of this reporting period, greater sales capability has been added and improved trading platform functionality has been introduced earlier than originally planned in order to fully capitalize on the first mover advantage that blur has in the s-commerce space.
Operating cash outflow for the period was $1.96m in line with management's expectations and will increase further given the accelerated investment outlined above. The total amount owed by customers increased in the period, although this is primarily due to (1) the Company's policy of invoicing the full project value in advance, even though typically 50% is not due for payment until a project completes - the actual amount owed and due from customers at 30 June 2013 was $1.6m (31 December 2012: $1.6m) (2) the significant number of projects received in June 2013 and (3) an increase in the number of larger projects which by their nature are of longer duration.
blur 3.0 launched end of April 2013
The launch of blur 3.0 is the foundation for future scalability and growth of the Exchange. blur 3.0 unifies the experience of service providers, customers, partners and visitors on a scalable web platform that streamlines the s-commerce process.
blur 3.0 enables the development of new apps that will continue to automate the process and drive the volume of users on the Exchange, while shortening project timescales and increasing process efficiency. The first such app, blurSense, was launched post the period end. This is an intelligent decision and recommendation engine which further automates the pitch and expert selection stage of the Exchange process. Project categorization is now included in each of the eight exchanges, driving direct transactions. The blur 3.0 platform upgrade also incorporated an increase in the value of a project allowed to be submitted to the Exchange, with the maximum increased from $200k last year up to $1m+. Following early demand from corporates and an increasing flow of projects between $500,000 - $1m, the upper cap was again adjusted upward to $5m in August 2013, ahead of schedule.
Technology remains at the very forefront of the Exchange and blur Group is committed to ensuring that the platform continues to evolve and improve in order to offer the very best experience for companies and experts alike. Following the successful launch of blur 3.0 and supported by the fundraise in June 2013, blur is accelerating its spend on R&D in order to bring forward new functionality to the platform which will ensure that we continue to dominate the s-commerce market long into the future.
Global HQ moves to Exeter
As recently announced blur is moving its Global HQ from London to the Exeter Science Park, the UK's 70th and newest Science Park. This follows the successful opening of its R&D Centre in Exeter earlier in the summer. The London and Dallas offices will remain as regional commercial hubs. The area shares many characteristics with the original Silicon Valley and, with four of the country's top 20 universities, is in prime position to become the UK's leading tech region. blur is a founding company at the Exeter Science Park and a shaper of its future as a key, international, eco-friendly tech hub for the 21st Century.
Growth of the Global Services Exchange
Geographical expansion and reach
blur's global footprint continues to expand at pace. The US continues to represent blur's largest market, with 70% of the Company's revenue in the period coming from companies based in the US. In total, projects were submitted from 28 countries in the first half of the year.
Partner and Affiliate program
blur's partner program is designed to extend the reach of the Exchange and strengthening blur's position at the centre of s-commerce. The affiliate program grew substantially in the period and now has over 200 affiliates from 36 countries, including the USA, Thailand, Israel and Greece.
Exchange users
There are now over 1,000 new businesses adopting the Exchange each month. The size of the projects are growing and we are seeing increasingly larger projects coming on to the Exchange, including a $3.6m project from TransNational, a US transportation group, for the launch and roll out of a new product across the USA. Some of the new customers using the Exchange for the first time in the period included Danone, TransNational, Cuchura, Opinio Group, The Red Flag Group, Randall & Aubin, Mobil2 and Benicomp showing the global reach and applicability of the Exchange for any size of business, and any size of project.
Growth in Experts
By the end of the half year, the Exchange had over 28,000 service providers on the eight exchanges representing a 42% increase from the same time last year, with the three most recently launched exchanges of Technology, Legal and Accounting making up 8% of all expert service providers. This total number of experts has subsequently grown to over 30,000.
Evolving marketplace
The establishment of s-commerce is unequivocal and businesses of all sizes are realising the benefits and efficiencies of s-commerce. In the traditional market, large service providers continue to consolidate raising concerns of competitiveness, customer service levels and creativity. The Exchange is providing a powerful alternative for businesses wanting efficient services solutions appropriate for the digital age.
The potential market for s-commerce has been forecast at being in excess of $2tn and after allowing for locked-in and long-term retainers and contracts, it has been estimated that blur's potential addressable market is in excess of $1tn. In order to penetrate this market, blur's strategy is focused around digital acquisition programs globally; the increase of its corporate sales teams and the introduction of the Exchange Support model to the regions.
Current Trading
The second half of the year has started well and we are seeing ever growing momentum as businesses continue to adopt and expand their use of s-commerce. The value of projects submitted to the Exchange to date is now over $48m, totalling 2,675 projects in number, of which 475 projects have been submitted thus far in Q3. In the event these projects are listed on the Exchange, they will generate revenue for the Group.
Outlook
We have been delighted by the clear acceleration in adoption of s-commerce in the first half of the year and into Q3. The focus for the remainder of the year will be on the continued 'industrialization' of the Exchange, providing the scalability required for the global success of s-commerce. This will include the development of our regional sales and support organizations; an increased focus on global customer acquisition through digital channels and enhancing the customer experience; and a strong emphasis on R&D to deliver even greater platform functionality for all users of the Exchange.
As blur moves from strength-to-strength, we are confident we have the platform, people and strategy to drive the global adoption of s-commerce and remain at the forefront of the industry.
Consolidated financial statements blur (Group) plc
Consolidated statement of total comprehensive income
| Six months ended 30 June | Six months ended 30 June | Year ended 31 December | |
2013 | 2012 | 2012 | ||
Unaudited | Unaudited | Audited | ||
Note | US$ | US$ | US$ | |
Revenue | 2 | 3,410,580 | 974,682 | 2,807,493 |
Cost of sales | (2,620,620) | (633,242) | (2,079,815) | |
Gross profit | 789,960 | 341,440 | 727,678 | |
Administrative expenses | 3 | (2,726,255) | (837,937) | (2,501,096) |
Exceptional expense | - | - | (96,507) | |
Total administrative expenses | (2,726,255) | (837,937) | (2,597,603) | |
Other Income | - | - | 10,296 | |
Loss from operations | (1,936,295) | (496,497) | (1,859,629) | |
| ||||
Finance Income | 4 | 3,612 | - | 2,544 |
Finance expense | 4 | (996) | (13,473) | (15,287) |
Loss before tax | (1,933,679) | (509,970) | (1,872,372) | |
Tax Credit | 88,488 | - | 127,688 | |
Loss for the year attributable to equity holders of the parent company | (1,845,191) | (509,970) | (1,744,684) | |
Exchange gains/(losses) arising on the translation of foreign subsidiaries | 27,571 | (10,281) | (69,265) | |
Total comprehensive losses attributable to equity holders of the parent company | (1,817,620) | (520,251) | (1,813,949) | |
Basic and diluted loss per share for losses attributable to the owners of the parent during the period | 5 | (0.07) | (0.03) | (0.09) |
The results reflected above relate to continuing activities.
The notes on pages 13 to 21 form part of these financial statements
Consolidated statement of financial position
As at 30 June | As at 30 June | As at 31 December | ||
2013 | 2012 | 2012 | ||
Unaudited | Unaudited | Audited | ||
Note | US$ | US$ | US$ | |
Non-current assets | ||||
Property, plant and equipment | 65,217 | 22,175 | 39,954 | |
Intangible assets | 6 | 455,675 | 111,999 | 208,408 |
Total non-current assets | 520,892 | 134,174 | 248,362 | |
Current assets | ||||
Cash and cash equivalents | 7 | 13,123,190 | 797,994 | 4,453,335 |
Trade and other receivables | 8 | 4,930,143 | 1,123,630 | 1,684,754 |
Total current assets | 18,053,333 | 1,921,624 | 6,138,089 | |
Total assets | 18,574,225 | 2,055,798 | 6,386,451 | |
Current liabilities | ||||
Trade and other payables | 4,182,065 | 1,457,920 | 1,424,304 | |
Loans and borrowings | 9 | 15,469 | 58,298 | - |
Total current liabilities | 4,197,534 | 1,516,218 | 1,424,304 | |
Non-current liabilities | ||||
Loans and borrowings | 9 | - | 13,082 | 15,090 |
Total non-current liabilities | - | 13,082 | 15,090 | |
Total liabilities | 4,197,534 | 1,529,300 | 1,439,394 | |
Net assets | 14,376,691 | 526,498 | 4,947,057 | |
Called up share capital | 10 | 458,385 | 2,039 | 396,076 |
Share premium | 10 | 16,362,771 | 1,954,520 | 5,492,437 |
Equity conversion reserve | 8,967 | 8,642 | 8,967 | |
Merger reserve | 1,712,666 | - | 1,712,666 | |
Share-based payment reserve | 421,691 | 28,740 | 107,079 | |
Foreign exchange reserve | (22,433) | 8,980 | (50,004) | |
Retained losses | (4,565,356) | (1,476,423) | (2,720,164) | |
Total equity | 14,376,691 | 526,498 | 4,947,057 |
The notes on pages 13 to 21 form part of these financial statements
Consolidated statement of changes in equity
Called up | Equity | Foreign | Share- | |||||
share | Share | conversion | currency | Merger | based | Retained | ||
capital | premium | reserve | Reserve |
reserve | payment reserve | losses | Total | |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
As at 1 January 2013 | 396,076 | 5,492,437 | 8,967 | (50,004) | 1,712,666 | 107,079 | (2,720,164) | 4,947,057 |
Loss for the period | - | - | -- | - | - | - | (1,845,192) | (1,845,192) |
Other comprehensive gains/(losses) | - | - | - | 27,571 | - | - | - | 27,571 |
Total comprehensive loss | - | - | - | - | - | - | - | (1,817,347) |
Issue of ordinary shares | 62,309 | 11,477,410 | - | - | - | - | - | 11,539,719 |
Issue costs recognized in equity | - | (607,076) | - | - | - | - | - | (607,076) |
Share-based payments reserve | - | - | - | - | - | 314,612 | - | 314,612 |
Equity as at 30 June 2013 | 458,385 | 16,362,771 | 8,967 | (22,433) | 1,712,666 | 421,691 | (4,565,356) | 14,376,691 |
Equity as at 1 January 2012 | 261,986 | - | 182,145 | 19,261 | 179,550 | (975,480) | (332,538) | |
Loss for the period | - | - | - | - | - | - | (1,744,684) | (1,744,684) |
Other comprehensive Income | - | - | - | (69,265) | - | - | - | (69,265) |
Total comprehensive loss | - | - | - | (69,265) | - | - | (1,744,684) | (1,813,949) |
Conversion of convertible loan notes | 26,304 | - | (173,178) | - | 352,299 | - | - | 205,425 |
Issue of ordinary shares | 29,103 | - | - | - | 1,180,817 | - | - | 1,209,920 |
Issue of ordinary shares on IPO | 78,683 | 6,035,332 | - | - | - | - | - | 6,114,015 |
IPO costs recognised in equity | - | (542,895) | - | - | - | - | - | (542,895) |
Share based payments reserve | - | - | - | - | - | 107,079 | - | 107,079 |
Equity as at 31 December 2012 | 396,076 | 5,492,437 | 8,967 | (50,004) | 1,712,666 | 107,079 | (2,720,164) | 4,947,057 |
Consolidated statement of changes in equity (continued)
Called up | Equity | Foreign | Share- | |||||
share | Share | conversion | currency | Merger | based | Retained | ||
capital | premium | reserve | Reserve |
reserve | payment reserve | losses | Total | |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||
Equity as at 31 December 2011 | 1,689 | 439,847 | 182,145 | 19,261 | - | - | (975,480) | (332,538) |
Loss for the period | - | - | - | - | - | - | (509,970) | (509,970) |
Other comprehensive Income | - | - | - | (10,281) | - | - | - | (10,281) |
Total comprehensive loss | 1,689 | 439,847 | 182,145 | 8,980 | - | - | (1,485,450) | (852,789) |
Conversion of convertible loan notes | 155 | 370,019 | (173,503) | - | - | - | 9,027 | 205,698 |
Issue of ordinary shares | 195 | 1,144,654 | - | - | - | - | - | 1,144,849 |
Share based payments | - | - | - | - | - | 28,740 | - | 28,740 |
Equity as at 30 June 2012 | 2,039 | 1,954,520 | 8,642 | 8,980 |
- | 28,740 | (1,476,423) | 526,498 |
The notes on pages 13 to 21 form part of these financial statements
Consolidated cashflow statement
| Six months ended 30 June | Six months ended 30 June | Year ended 31 December |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Operating activities | |||
Loss after taxation | (1,845,191) | (509,970) | (1,744,684) |
Interest (Income) / expense - (Net) | (2,616) | 13,473 | 12,743 |
Income tax credit | (88,488) | - | (127,688) |
Depreciation of property, plant and equipment | 10,681 | 5,141 | 13,005 |
Share-based payments | 314,612 | 28,740 | 105,241 |
Bad debt impairment | 20,063 | - | - |
Amortization of intangible assets | 50,968 | 8,496 | 28,721 |
Cash outflows from operating activities before changes in working capital | (1,539,971) | (454,120) | (1,712,662) |
(Increase)/Decrease in trade and other receivables | (3,264,853) | (1,031,996) | (1,579,768) |
Increase/(Decrease) in trade and other payables | 2,849,795 | 1,128,651 | 1,129,307 |
Cash used in operations | (1,955,029) | (357,465) | (2,163,123) |
Investing activities | |||
Purchase of property, plant and equipment | (42,022) | (12,126) | (37,288) |
Increase in Intangible Assets | (306,838) | (120,372) | (237,631) |
Net cash used in investing activities | (348,860) | (132,498) | (274,919) |
Financing activities | |||
Issue of share capital (PLC) | 11,539,719 | - | 6,114,015 |
Issue cost of shares (PLC) | (607,076) | - | (542,895) |
Issue of share capital (Ltd) | - | 1,144,849 | 1,209,920 |
Issue cost of shares (Ltd) | - | - | (46,337) |
Net cash generated in financing activities | 10,932,643 | 1,144,849 | 6,734,703 |
Net increase in cash and cash equivalents | 8,628,754 | 654,886 | 4,296,661 |
Cash and cash equivalents at beginning of period | 4,453,335 | 145,460 | 145,460 |
Effect of foreign exchange translation on cash and equivalents | 41,101 | (2,352) | 11,214 |
Cash and cash equivalents at end of period | 13,123,190 | 797,994 | 4,453,335 |
The notes on pages 13 to 21 form part of these financial statements
Notes to the consolidated financial information
1. Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs"). The financial information for the six months ended 30 June 2013 and 30 June 2012 is unaudited and does not constitute the Group's statutory financial statements for that period, as defined under section 434 of the Companies Act 2006. The comparative information for the full year ended 31 December 2012 has, however, been derived from audited statutory financial statements for the respective periods. A copy of the 31 December 2012 statutory financial statements have been delivered to the Registrar of Companies. The auditor's report on those statements was unqualified, did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.
The Group financial statements consolidate the financial statements of the Company and its subsidiaries (together referred to as "the Group").
Going concern
The Directors have prepared and reviewed a business plan and cash flow forecast. The forecast contains certain assumptions about the level of future sales and gross margin achievable. These assumptions are the Directors' best estimate of the future development of the business.
The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and accordingly, continue to adopt the going concern basis in preparing the financial statements.
Revenue Recognition
Revenue represents the gross amounts billed to clients in respect of revenue earned and other client recharges, net of discounts, sales taxes, accrued, and deferred amounts.
Each type of revenue is recognised on the following basis:
a) Project fees are recognised over the period of the relevant assignments or agreements, in line with project progress.
b) Listing fees are recognised as and when the event occurs and there is an expectation of collection.
Gross revenue is recognised as the Group acts as principal and not agent in its dealings with customers. The Group facilitates both commercial terms and the project management support for each project brief and, in some circumstances, retains the credit risk for the transaction. The Group is also responsible for the quality of the service delivery.
Intangible Assets
The development of the trading platform is capitalized as an intangible asset. Development activities involve a planned investment in the building and enhancement of the trading platform. Development expenditure is only capitalized if the development costs can be measured reliably and the platform being built will be completed and will generate future economic benefits in the form of cash flows to the Group. Expenditure being capitalized includes internal staff time and cost spent directly on developing the trading platform.
Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment costs. The amortization period is over 48 months.
Provisions
The group currently only provides for potential unrecoverable trade receivables on the basis set out below and does
not have recognised provisions for liabilities and legal disputes.
A provision shall be recognised only in the event that certain criteria are met, these being:
• an obligation has arisen as a result of blur Group's past activities
• a cash outflow will be required to settle the obligation; and
• a reliable estimate can be made of the obligation.
Share-based payment
In accordance with IFRS 2 'Share-based payments', the Group reflects the economic cost of awarding shares and share options to employees and directors by recording an expense in the statement of comprehensive income equal to the fair value of the benefit awarded. The expense is recognised in the statement of comprehensive income over the vesting period of the award.
Fair value is measured by the use of a Black-Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are discussed below.
Judgements and accounting estimates and assumptions
(a) Revenue recognition
The gross value of transactions is recognised as the Group acts as principal in its dealings with customers. The Group facilitates both commercial terms and the project management support for each project brief and, in some circumstances, retains the credit risk transactions it facilitates.
Revenue is either recognised in the statement of comprehensive income or deferred based on a review of all live projects on the exchange platform at the period end. Based on the judgement of management and with reference to the stage of completion of a project or brief, a determination of the appropriate revenue to recognise is made.
(b) Intangible Assets
Intangible assets include the capitalised development costs of the trading platform. These costs are assessed based on management's view of the technology team's time spent on projects that enhance the trading platform, supported by internal time recording and considering the requirements of IAS 38 'Intangible assets'. The development cost of the platform is amortised over the useful life of the asset. The useful life is based on the management's estimate of the period that the asset will generate revenue, which is reviewed annually for continued appropriateness. The carrying value is tested for impairment when there is an indication that the value of the assets might be impaired. When carrying out impairment tests these would be based upon future cash flow forecasts and these forecasts would be based upon management judgement. Future events could cause the assumptions to change; therefore this could have an adverse effect on the future results of the Group.
(c) Share based payments
Share options are measured at their fair value utilising the Black-Scholes valuation model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The modification splitting the options into 15 options for each one held resulted in a modification to the exercise price for all the existing options, reducing the exercise price by 15 to align the options with the share equivalent in blur (Group) plc.
2. Revenue segmental analysis
The Group currently has one reportable segment for the provision of services and categorises all revenue from operations to this segment. Revenues are derived from three main geographic areas: UK, USA and Rest of the World. Revenue by origin of geographical area for all entities in the group is as follows:
Revenue | |||
Six months ended 30 June 2013 | Six months ended 30 June 2012 | Year ended 31 December 2012 | |
US$ | US$ | US$ | |
UK | 540,221 | 71,257 | 996,010 |
USA | 2,327,672 | 849,728 | 1,549,322 |
Rest of World | 542,687 | 53,697 | 262,161 |
Total | 3,410,580 | 974,682 | 2,807,493 |
3. Loss from operations
The operating loss as at 30 June 2013 is stated after charging:
Six months ended 30 June | Six months ended 30 June |
Year ended 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Amortisation of intangibles | 50,968 | 8,496 | 28,721 |
Auditor's remuneration: | |||
Audit fees - Subsidiary | - | - | 85,481 |
Company | - | - | 9,498 |
Other services | 3,863 | - | - |
Bad debt impairment | 20,063 | 61,855 | 259,827 |
Depreciation of fixed assets | 10,681 | 5,141 | 13,005 |
Staff costs | 1,446,733 | 392,762 | 1,211,649 |
Share Based Payment | 314,612 | 29,161 | 105,241 |
Administrative expenses | 879,335 | 340,522 | 884,181 |
Total administrative and other expenses | 2,726,255 | 837,937 | 2,597,603 |
4. Finance income and expenses
Six months ended 30 June | Six months ended 30 June |
Year ended 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Finance income | |||
Interest from Bank | 3,612 | - | 2,544 |
Finance expense | |||
Convertible loan note interest | (996) | (13,473) | (15,287) |
2,616 | (13,473) | (12,743) |
5. Loss per share
Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The basis for calculating the basic loss per share is as follows:
Six months ended 30 June | Six months ended 30 June |
Year ended 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Weighted average number of shares for the purpose of earnings per share | 24,893,743 | 17,529,227 | 19,788,111 |
Loss after tax | (1,845,191) | (509,970) | (1,744,684) |
Loss per share | (0.07) | (0.03) | (0.09) |
Due to the loss in the period the effect of the share options were considered anti-dilutive.
6. Intangible Assets
Trading Platform
| |||
As at 30 June | As at 30 June | As at 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
COST | |||
At 1 January | 237,631 | - | - |
Additions | 306,838 | 120,372 | 237,631- |
Exchange adjustment | (9,738) | - | - |
At 30 June | 534,731 | 120,372 | 237,631 |
AMORTISATION | |||
At 1 January | 29,223 | - | - |
Charge for period | 50,968 | 8,496 | 28,721 |
Exchange adjustment | (1,135) | (123) | 502 |
At 30 June | 79,056 | 8,373 | 29,223 |
NET BOOK VALUE | |||
At 30 June | 455,675 | 111,999 | 208,408 |
7. Cash and cash equivalents
Cash and cash equivalents comprise balances on bank accounts, cash in transit and cash floats held in the business. Finance charges are accounted for on an accruals basis and charged to the statement of comprehensive income when payable.
Cash and cash equivalents are held in Pound Sterling & US dollars and placed on deposit in UK & US banks.
8. Trade & other receivables
As at 30 June | As at 30 June | As at 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Trade receivables - due at reporting date | 1,642,198 | 606,426 | 1,584,683 |
Trade receivables - not due at reporting date | 3,075,188 | 494,796 | 493,577 |
Provision for impairment | (691,513) | (92,928) | (671,450) |
Trade receivables - net | 4,025,873 | 1,008,294 | 1,406,810 |
Prepayments | 80,347 | 29,892 | 30,875 |
Tax receivable | 166,128 | 177,006 | |
Other receivables | 657,381 | 85,444 | 69,667 |
Director's current account | 414 | - | 396 |
4,930,143 | 1,123,630 | 1,684,754 |
All amounts shown under trade and other receivables are due within one year. The evaluation of trade receivables between amounts due at reporting period and not due at reporting period, have been made from the actual invoice date and not the date of completion of the individual projects. Amounts due at reporting date are for completed projects and amounts not due at reporting date contain an element of uncompleted project work; hence the receivable is not yet collectible by blur Group.
9. Loans and borrowings
As at 30 June | As at 30 June | As at 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
Unsecured | US$ | US$ | US$ |
Current | 15,469 | 58,298 | - |
Non-current | - | 13,082 | 15,090 |
Total loans and borrowings | 15,469 | 71,380 | 15,090 |
Book values approximate to fair values for the unsecured loan only. The convertible debt is stated at fair value at initial recognition and at amortized cost subsequently.
Notes to the consolidated financial information cont'd
Principal terms and the debt repayment schedule of the Group's loan and borrowings are as follows:
Nominal | Year of | ||
Currency | Rate % | Maturity | |
Unsecured loan | Sterling | 0% | On demand |
Convertible debt | Sterling | 20% | 2013 |
During 2011 the Company issued convertible loan notes (referred to as convertible debt II) with a coupon rate of 15% at a total face value of US$ 78,010. The loan notes are either repayable in four years from the issue date at its total face value, with interest accrued and payable as ordinary shares issued in the Company or can be converted at any time within two years into shares at the holder's option at a valuation of US$3.9million. The value of the liability component and the equity conversion component were determined at the date the instrument was issued.
During the period to 31 December 2012 loan note holders, with a face value of US$310,920, converted their loan notes into ordinary shares of the Company. A total of 108,725 shares, in blur ltd of £0.01 each were issued on conversion of the convertible loan notes. The effect of this share issue is reflected in note 9 below.
Face Value US $ | Equity conversion Reserve US$ | Fair value of liability US$ | |
As at 31 December 2011 | 327,642 | 182,145 | 186,141 |
Accretion in loan note liability value up to derecognition and period end | - | - | 13,473 |
Conversion | (310,920) | (172,848) | (185,530) |
Exchange adjustment | (1,176) | (655) | (1,002) |
As at 30 June 2012 | 15,546 | 8,642 | 13,082 |
Accretion in loan note liability value | 2,008 | ||
Exchange adjustment | (456) | 325 | - |
As at 31 December 2012 | 15,090 | 8,967 | 15,090 |
Accretion in loan note liability value | - | - | 996 |
Exchange adjustment | 379 | - | (617) |
As at 30 June 2013 | 15,469 | 8,967 | 15,469 |
One convertible loan note remains outstanding relating to Peter Tahany. There is an on-going claim relating to the provision of Mr Tahany's consultancy services from September 2009 to early 2010, but the Board considers any risk of incurring costs as remote.
10. Share capital
Share capital allotted and fully paid up
Ordinary shares of £0.01 carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up. The shares are denominated in Pounds Sterling and translated at the historic rate.
In September 2012, blur Limited successfully implemented the share for share exchange whereby blur (Group) PLC became the holding Company of the Group. Under the Scheme of Arrangement, blur Limited's shares and options on issue as at 29th September 2012 were exchanged on a fifteen for one basis to blur (Group) plc shares and options. All disclosures of shares and options in the report reflect this change as though the fifteen for one exchange had always been in place.
The table below shows the movements in share capital for the half year:
Number of shares | Share Capital $ | Share Premium $ | |||||||
Movement in ordinary share capital | June 2013 | June 2012 | December 2012 | June 2013 | June 2012 | December 2012 | June 2013 | June 2012 | December 2012 |
Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | |
Balance at the beginning of the year | 24,555,259 | 1,082,812 | 16,242,180 | 396,076 | 1,689 | 261,986 | 5,492,437 | 439,847 | - |
Conversion of loan notes | - | 108,725 | 1,630,575 | - | 155 | 26,304 | - | 370,019 | - |
Issue of new shares | 5,077,263 | 120,297 | 1,804,455 | 62,309 | 195 | 29,103 | 10,870,334 | 1,144,654 | - |
Issue of new shares on IPO October 2012 | - | - | 4,878,049 | - | - | 78,683 | - | - | 5,492,437 |
Balance at the end of the year | 29,632,522 | 1,311,834 | 24,555,259 | 458,385 | 2,039 | 396,076 | 16,362,771 | 1,954,520 | 5,492,437 |
On incorporation of blur Limited, two ordinary shares of £1.00 each were issued. During 2011 a resolution was passed to divide the shares into 2,000 shares of £0.001 each with afurther 998,000 ordinary shares of £0.001 each issued at par value. In December 2011 56,000 ordinary shares of £0.001 each at a consideration of £2 per share were issued on conversion of loan notes and 26,812 ordinary share of £0.001 each at a consideration of £6.34 per share were issued for cash consideration.
During 2012 a further 108,725 ordinary shares of £0.001 each at a consideration of £2.30 per share were issued on conversion of loan notes and 120,297 ordinary shares of £0.001 each were issued for cash at a consideration of £6.34 per share
On the IPO 19,677,210 ordinary shares of £0.01 each at par were allotted as consideration to the holders of ordinary shares in blur Limited with 15 ordinary shares in blur (Group)plc being issued for every one share held in blur Limited. On the IPO 4,878,049 ordinary shares of £0.01 each at a consideration of £0.82 per share were issued fully paid on completion of the Placing on Admission.
In June 2013 a further issue of 5,077,263 ordinary shares of £0.01 each at a consideration of £1.50 per share was placed in the market. The Group has not issued any partly paid shares nor any convertible securities, exchangeable securities or securities with warrants. The Group does not hold any treasury shares.
11. Events after the reporting date
Issue of share options: On 15 July 2013 James Davis was awarded a shared-based option award of 400,000 shares at an exercise price of 237.5p per share with an exercise date of 4 years after the award date.
12. Related party transactions
Included within cash at 31 December 2012 and 30 June 2012 was an amount of US$1,826 (2012: US$508,208) held in account in the name Philip Letts. The account was operated solely on behalf of blur Limited and all amounts were held in trust on behalf of blur Limited and hence was included in cash. During this reporting period the balance was transferred to an account operated in the name of blur Limited, and hence no amounts of cash are being held in trust for blur Limited any longer.
Compensation and other related payment to key management personnel (including directors):
Six months ended 30 June | Six months ended 30 June |
Year ended 31 December | |
2013 | 2012 | 2012 | |
Unaudited | Unaudited | Audited | |
US$ | US$ | US$ | |
Consultancy fees(1) | 83,430 | 47,322 | 95,118 |
Service fees(2) | 21,773 | 60,550 | 105,163 |
(1) The consultancy fees were paid to Reviva LLC, a company in which K Cardinale has an interest. These were paid for K Cardinale's director services.
(2) The service fees were paid to Oloco Ltd & Cambridge Financial Partners LLP for accounting and consulting services. Barbara Spurrier has an interest in these entities.
13. Control
The ultimate controlling party is that of Mr. P Letts, a director of the Company.