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Mon 3 Mar 2008, 11:05 DLG - Dialogue - Audited results for the year ende
DLG
 DLG                                                                             
DLG - Dialogue - Audited results for the year ended 31 December 2007            
Dialogue Group Holdings Limited                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration number 2005/039219/06)                                            
JSE code: DLG & ISIN: ZAE000083820                                              
("Dialogue" or "the company" or "the Group")                                    
Jason Drew, chief executive, commented:                                         
Dialogue Group Holdings is a specialist provider of outsourced services to the  
call-centre industry. We provide staff to in house operations, fully outsourced 
call centres as well as disaster recovery and business continuity solutions to  
international, local and government clients.                                    
The 2007 financial year was a period of rapid growth in our core business whilst
preparing it for future growth by further investing in our infrastructure and   
people. At the same time, we have achieved our aim of broadening our client     
offering through a number of acquisitions in outsourced call centre services.   
Through these acquisitions we are both strengthening links with existing clients
and achieving economies of scale. We consequently expect the 2008 financial year
to be a period of very strong growth not only locally but also internationally  
where the economic uncertainty has prompted strong new interest in the cost-    
saving benefits of outsourcing to South Africa.                                 
Enquiries:                                                                      
Dialogue Group Holdings                                                         
Marc Spendlove            083 700 5253                                          
De Kock Communications    021 422 2690                                          
Ben de Kock               076 390 7725                                          
Operating environment                                                           
NCA and credit slowdown                                                         
The competitive environment in which the business process outsourcing (BPO)     
sector operates locally was impaired by the economic slowdown with consumers    
struggling against rising inflation, higher interest payments and escalating    
fuel prices. The introduction of the National Credit Act (NCA) in June last year
slowed down the granting of credit significantly. That, combined with the higher
cost of credit, impacted negatively on the success of local outbound campaigns  
in particular. The Group is actively moving its business from outbound sales    
contracts to larger inbound programmes where we have considerable intellectual  
property and proven experience.                                                 
Unlike the situation overseas, outsourcing is still not widely accepted as a    
business best practice in South Africa, but this is rapidly changing in         
corporates and in government. The majority of call centre operations are        
currently in-house and growing rapidly. We expect that some of this existing and
future capacity will be outsourced as has been the case internationally.        
Preferential procurement                                                        
The year also saw renewed focus by local businesses on preferential procurement.
Our new BEE partnership, (see "BEE compliance" elsewhere in this announcement), 
puts us in a very favourable position going forward.                            
Voice and data costs                                                            
Internationally voice and data costs continued to drop while locally they       
remained high. As these prices drop towards international levels it will make   
the value proposition of South Africa even more attractive compared to          
competitor countries such as India and the Philippines.                         
Government`s subsidy scheme                                                     
During the review period, the government introduced a generous subsidy system   
which will benefit the industry. For overseas companies keen to take advantage  
of it, the requirements are demanding - they have to enter into a three-year    
contract with a local operator involving a minimum of 100 seats/200 employees.  
We are actively engaging with clients, prospects and government to ensure that  
in 2008 we derive benefit from it.                                              
Comment on the results                                                          
Income statement                                                                
Revenue from call-centre business increased by 63% compared to the previous     
year. New subsidiaries added another R37 million to income.                     
Gross margin from call centre business dropped from 43% to 32% due to the effect
of a tighter credit environment (rising interest rates and the impact of the    
NCA) on outbound business, investment in training and learnerships. The margin  
on international business was stable and revenue from overseas clients increased
by 191% compared to the previous year.                                          
Acquisition costs not capitalised in terms of IFRS, head office expansion costs,
increased investment in capacity in Johannesburg and overhead training costs to 
deliver the learnerships, increased operating expenses for the call-centre      
business by 25%.  New acquisitions accounts for 49% of the increase in operating
expenses.                                                                       
Profit for the year increased by 35%, demonstrating strong growth by the Group  
while the increase in earnings at 13% was lower than expected.                  
Balance sheet                                                                   
The total asset value of the Group increased significantly, mainly due to the   
acquisitions of CallForce Direct and ContinuitySA.                              
Cash at year-end was down due to the delay in the completion of the BEE share   
issue. This caused a corresponding increase in short-term liabilities as the    
group utilised bridging finance to conclude the transaction with ContinuitySA.  
Debtor`s days for the call-centre business remained reasonable at 51 days,      
slightly up from the 48 days in the previous year.                              
Current liabilities include deferred revenue for the disaster recovery business,
contributing 145% of the increase in short-term liabilities when compared to    
2006.                                                                           
Operational review                                                              
The Group achieved rapid growth in its core operations during the review period 
despite a general reduction in business confidence. It made a concerted effort  
to broaden its client base both locally and overseas, and to increase its volume
of longer-term inbound contracts while reducing its exposure to outbound        
contracts, which comprises a large element of the outsourcing business currently
available locally. Sales-driven campaigns witnessed an increase in costs since  
the introduction of the NCA, combined with the decline in consumer take-up.     
The board also actively pursued its decision to extend the Group`s call-centre  
offering. On 1 September 2007 Dialogue acquired a 51% stake in Callforce Direct,
a call-centre recruitment specialist servicing the in-house needs of major blue-
chip businesses, many of which are existing Group clients. In the four months   
since the acquisition this business has grown its head count and client base,   
and has expanded its operations from its Johannesburg base, opening new offices 
in Cape Town and Durban.                                                        
On 1 December 2007 Dialogue made a strategic investment in ContinuitySA by      
acquiring a 51% stake in South Africa`s largest business continuity and disaster
recovery specialist with over 2 000 office and call centre recovery seats.  The 
adoption of international best practice, as contained in Basel II and the King  
Report, means top local and international companies are increasingly focussed on
business continuity and disaster recovery. With South Africa`s energy crisis,   
the ability to safeguard data and ensure continued business operation is vital. 
The acquisition also offers excellent cross-selling opportunities with existing 
Dialogue clients. ContinuitySA has successfully established its model in        
Botswana and is exploring other opportunities on the continent, adding further  
value to clients operating in Africa, in parallel with the Group`s own plans to 
expand its operations further north.                                            
In December 2007 the company announced the acquisition of a 50% stake in Sibize 
International, which operates in the fast-growing public sector contact centre  
market. Sibize services provincial and national government departments in all 11
official South African languages. Just after year-end the Group announced it had
commenced negotiations to acquire Verge Management Services (Pty) Limited which 
holds the remaining 50% of Sibize.                                              
Black Economic Empowerment (BEE)                                                
Dialogue has always had strong BEE credentials through its resolute focus on    
employment equity and training.                                                 
It was reported at the half-year that MSG Afrika Investment Group (MSG)         
purchased 7% of Dialogue Group Holdings. MSG is a black owned investment holding
company with interests in radio, pay TV, outdoor media, print and advertising.  
A further 1% was bought by Tlhalefang Placements CC, a black-owned human        
resources company active in the contact centre industry and with whom the Group 
earlier established a joint venture, Interaction, to service the substantial MTN
contract from Durban.                                                           
In November 2007, a deal was agreed with a black-owned consortium, led by MSG   
Afrika and including Tlhalefang, that increases Dialogue`s direct black         
shareholding to over 30%. The R113, 3 million raised by the transaction will be 
used to finance recent acquisitions as well as others still in the pipeline.    
With both strong black ownership and employment equity credentials the company  
is extremely well placed for future growth with government and corporate clients
who are increasingly focused on preferential procurement.                       
Prospects and outlook                                                           
Demand for call centre services remains extremely strong both locally and from  
international clients wishing to outsource to South Africa.  The group now has a
range of services to offer into this market.  The integration of the acquired   
business has progressed extremely well and cross-selling of services to common  
clients has already happened.  These acquisitions give the business the         
increased scale and range of services it needs to cement its position as a      
leading provider of outsourced call-centre services. We expect to extend the    
Group`s business into Africa following our existing clients and servicing their 
call-centre needs in countries in which they operate in Africa.                 
Economic downturns internationally tend to benefit the BPO industry as they     
refocus the attention of business on the cost-effective option outsourcing      
offers. We therefore intend to focus our attention on the UK and US markets     
under the guidance of Richard Britt, an outsourcing specialist who joins the    
Group from North America as managing director of our outsourced call centre     
business in March. We expect 2008 to see further strong growth in turnover and  
profitability in all our businesses.                                            
Corporate governance                                                            
The Group is committed to the principles embodied in the Code of Corporate      
Practice and Conduct in the King Report 2002 ("the Code").  The Group complies  
with the significant requirements incorporated in the Code and in the Listings  
Requirements of the JSE Limited.                                                
Directorate                                                                     
As advised in our SENS announcements, Duncan Miller resigned from the Board     
effective 31 December 2007 and Adele Cloete was appointed as an executive       
director with affect from 1 January 2008.                                       
Dividend                                                                        
In line with the current dividend policy to reinvest profits to fund future     
growth and development, no dividend has been declared for the year.             
Auditors` opinion                                                               
The results have been audited by BDO Spencer Stewart (Cape Town) Inc, and their 
unqualified audit opinion is available for inspection at the company`s          
registered office.                                                              
Basis of preparation                                                            
The consolidated annual financial statements have been prepared in accordance   
with International Financial Reporting Standards ("IFRS"), its interpretations  
adopted by the International Accounting Standards Board ("IASB") and the        
requirements of the South African Companies Act.  There has been no change to   
the Group`s accounting policies for the year.                                   
Consolidated Income Statement                                                   
                                         Audited      Audited                   
Year         Year                   
                                           ended        ended                   
                                     31 December  31 December                   
                                            2007         2006                   
R`000        R`000                   
Revenue                                   230,646      121,255                  
Cost of sales                            (151,888)     (69,158)                 
Gross profit                               78,758       52,097                  
Operating expenses excluding depreciation (54,564)     (31,455)                 
Depreciation                               (4,048)      (2,014)                 
Other income                                1,165        1,340                  
Operating profit for the period            21,311       19,968                  
Finance income                              3,284        2,196                  
Finance expenses                           (1,050)         (17)                 
Profit before tax                          23,545       22,147                  
Income tax expense                         (2,408)      (6,466)                 
Profit for the period                      21,138       15,681                  
Attributable to                                                                 
-  Minority shareholders                    5,095        1,532                  
-  Equity holders of the Group             16,043       14,149                  
Profit for the period                      21,138       15,681                  
Headline Earnings calculation                                                   
Net profit attributable to equity holders of the company                        
                                          16,043       14,149                   
Adjusted for                                                                    
- Gain on loan expunged                      (305)        (178)                 
Headline Earnings                          15,738       13,971                  
Number of shares (`000)                                                         
- Total                                   210,000      210,000                  
- Weighted in issue                       210,000      184,877                  
- Fully Diluted                           299,232      184,877                  
Headline Earnings Per Share (cents)                                             
- Weighted in issue                           7.5          7.6                  
- Fully Diluted                               5.3          7.6                  
Earnings Per Share (cents)                                                      
- Weighted in issue                           7.6          7.7                  
- Fully Diluted                               5.4          7.7                  
Dialogue Group Holdings Limited                                                 
Consolidated Balance Sheet                                                      
                                         Audited      Audited                   
at           at                   
                                     31 December  31 December                   
                                            2007         2006                   
                                           R`000        R`000                   
Assets                                                                          
Non current assets                        165,310        5,338                  
Property, plant and equipment              50,598        4,646                  
Goodwill                                   57,485            -                  
Intangibles                                 6,483                               
Investments                                46,250            -                  
Deferred tax asset                          4,494          692                  
Current assets                             85,189       61,001                  
Trade and other receivables                66,687       16,077                  
Cash and cash equivalents                  18,502       44,924                  
Total assets                              250,499       66,339                  
Equity and liabilities                                                          
Capital and reserves                       88,210       48,046                  
Share capital                               2,100          360                  
Share premium                              30,146       33,659                  
Share option reserve                        1,079          101                  
Revaluation reserve                             -           63                  
Retained earnings                          29,041       12,331                  
Attributable to equity holders of the Group                                     
                                          62,365       46,514                   
Minority interest                          25,845        1,532                  
Non current liabilities                    14,290            -                  
Long term liabilities                      14,290            -                  
Current liabilities                       147,999       18,293                  
Long term liabilities                      73,459            -                  
Other current liability                       311          641                  
Trade and other payables                   73,029       17,055                  
Shareholders for dividend                     529            -                  
Taxation                                      672          597                  
Total equity and liabilities              250,499       66,339                  
Net asset value per share (cents)            29.7         22.1                  
Net tangible asset value per share (cents)    0.8         22.1                  
Dialogue Group Holdings Limited                                                 
Consolidated Cash Flow Statement                                                
                                         Audited      Audited                   
                                              at           at                   
31 December  31 December                   
                                            2007         2006                   
                                           R`000        R`000                   
Cash flow from operating activities        12,128       15,571                  
Cash flows from investing activities     (107,102)      (2,472)                 
Cash flows from financing activities       68,552       26,738                  
Net increase in cash and cash equivalents (26,422)      39,837                  
Cash and cash equivalents at beginning of year                                  
44,924        5,087                   
Cash and cash equivalents at end of year   18,502       44,924                  
Consolidated statement of changes in equity                                     
                                         Audited      Audited                   
at           at                   
                                     31 December  31 December                   
                                            2007         2006                   
                                           R`000        R`000                   
Opening Equity                             48,046         (147)                 
Issue of shares                             1,740       34,999                  
Share option reserve                          978          101                  
Share issue expenses                       (2,847)      (2,588)                 
Movement in revaluation reserve               (63)           0                  
Net profit for the period                  16,043       14,149                  
Minorities                                 24,313        1,532                  
Closing Equity                             88,210       48,046                  
Commitments                                                                     
Non cancellable operating lease rental:                                         
- Less than one year                       21,511        8,752                  
- Between one and five years               77,555       29,845                  
- More than five years                     31,148       20,560                  
                                         130,214       59,157                   
By order of the Board                                                           
J J Drew            P S Oosthuizen                                              
Chief executive     Financial director                                          
3 March 2008                                                                    
Directors: S J H Rodger (chairman)*, J J Drew (CEO), P S Oosthuizen, R K        
Mangena*, Adele Cloete, G Mkhari#*                                              
* Non-executive # independent  British                                          
Registered office: Dialogue House, Rua Vasco da Gama, Foreshore, Cape Town (P O 
Box 8355, Rogge Bay 8012)                                                       
Company secretary: S H Rodger FCIS BL, DialogueHouse, Rua Vasco da Gama,        
Foreshore, Cape Town (P O Box 8355, Rogge Bay 8012)                             
Transfer secretaries: Computershare Investor Services 2004 (Pty) Limited, Ground
floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown 2107) 
Designated advisor: Bridge Capital Advisors (Pty) Limited, 27 Fricker Road,     
Illovo Boulevard, Illovo 2196 (P O Box 651010, Benmore, 2010)                   
Date: 03/03/2008 11:05:01 Produced by the JSE SENS Department.                  
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