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Thu 1 Apr 2010, 9:34 DLG - Dialogue Group Holdings Limited - Audited Results for the Year Ended
DLG
DLG                                                                             
DLG - Dialogue Group Holdings Limited - Audited Results for the Year Ended      
31 December 2009                                                                
Dialogue Group Holdings Limited                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration number 2005/039219/06)                                            
JSE code: DLG & ISIN: ZAE000083820                                              
("the company" or "the Group")                                                  
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2009                             
Statement of compliance                                                         
The consolidated abridged annual financial statements have been prepared in     
accordance with International Financial Reporting Standard ("IFRS"), its        
interpretations adopted by the International Accounting Standards Board         
("IASB"), the presentation and disclosure requirements of IAS 34 - Interim      
Financial Reporting, the requirements of the South African Companies Act and    
in compliance with the reporting requirements of the JSE Limited.  The          
annual financial statements have been prepared on the historical cost basis,    
except for the measurement of certain financial instruments at fair value       
and the use of the liquidation basis in respect of the Group`s wholly owned     
subsidiary, Dialogue South Africa (Proprietary) Limited, as detailed below.     
Events after the reporting date                                                 
On 26 February 2010, the board of directors of Dialogue South Africa            
(Proprietary) Limited ("Dialogue SA") (previously Dialogue Group SA (Pty)       
Ltd), lodged an application for voluntary liquidation of Dialogue SA in the     
High Court of South Africa (Western Cape Division, Cape Town).  A               
provisional order for liquidation ("the liquidation") was granted on 3 March    
2010 in the High Court.                                                         
In terms of IAS 10 - Events after the reporting date, an entity shall not       
prepare its financial statements on a going concern basis if management         
determines after the reporting period that it intends to liquidate the          
entity.  Consequently, the financial statements of Dialogue SA at 31            
December 2009 have been prepared using the `liquidation basis` of               
accounting.  The `liquidation basis` results in earlier recognition of          
future liabilities (with the corresponding expense being debited to the         
statement of comprehensive income); this is a fundamental change in the         
basis of accounting compared to the `going concern basis`.                      
Comment on the results                                                          
During the year the Group restructured and repositioned its businesses to       
compensate for the effects of the economic downturn.  This involved             
streamlining, and in some instances down-sizing the operations to account       
for slower growth and client attrition, but in such a way as to benefit from    
future improvement in the markets.  Except for Dialogue SA, as mentioned        
above, other companies within the Group continued to operate satisfactorily     
despite challenging market conditions.                                          
The Board of directors of Dialogue Group Holdings Limited ("the Board")         
believes it is meaningful to disclose below the effect of the liquidation on    
the loss and loss per share for the year - highlighting the effect of the       
once off adjustments required when applying the `liquidation basis` of          
accounting to the financial results for Dialogue SA ("the effect of the         
liquidation of DSA"):                                                           
                        2009                2008                                
                        Loss for  Loss      Loss for  Loss                      
period    per       period    per                       
                                  share               share                     
                        R`000     cents     R`000     cents                     
Loss for the year        (96 498)  (32.3)    (58 352)  (20.0)                   
attributable to equity                                                          
holders of the Group as                                                         
per the statement of                                                            
comprehensive income                                                            
Amounts recognised due                                                          
to the `liquidation                                                             
basis` of accounting:                                                           
Operating costs          63 441    21.2      -         -                        
Accelerated recognition  61 550    20.6      -         -                        
of building leases                                                              
Accelerated recognition  1 246     0.4       -         -                        
of employment benefits                                                          
Additional impairment    645       0.2       -         -                        
of current assets                                                               
Impairment of property,  6 124     2.0       -         -                        
plant and equipment                                                             
Loss attributable to     (26 933)  (9.0)     (58 352)  (20.0)                   
equity holders of the                                                           
Group excluding the                                                             
effect of the                                                                   
liquidation of DSA                                                              
("Normalised Loss")                                                             
The company achieved a reduction in the Normalised Loss of 53.8% to R 26.9      
million (2008: R58.4 million).  As the loss arose primarily in Dialogue SA,     
which has now been liquidated, the Board expects the Group to return to         
profitability in 2010.                                                          
Please note that, in presenting the Normalised Loss above, the Board does       
not wish to detract from the presentation of the financial results as           
presented below in conformance with IFRS, but is merely providing additional    
information.                                                                    
In the subsequent reporting period, the loss of control of Dialogue SA will     
have a positive effect on the results of the Group as the effect of the         
liquidation will be reversed in the statement of comprehensive income of the    
Group.  This occurs as the Group ceases to have control over Dialogue SA        
from the date of liquidation.                                                   
Operational review                                                              
During the year, the Group consisted of five businesses: call-centre            
operations in Cape Town ("Dialogue SA") and Durban ("Interaction"), a           
business continuity operation ("ContinuitySA"), a specialist recruitment        
company for the call-centre industry ("CallForce") and an investment in a       
joint venture call centre business in Johannesburg ("Sibize").                  
Dialogue SA                                                                     
As detailed above, a decision was taken to liquidate Dialogue SA on 26          
February 2010.                                                                  
Interaction                                                                     
Interaction, as it has done since 2007, again contributed to its client         
being voted the leading customer service organisation in the South African      
telecommunications industry by the independent Ask Afrika Orange Index          
Survey. Interaction has continued to generate efficiencies and integrate        
itself with the client.  The final stage for ISO certification is scheduled     
for early 2010.  Interaction has, during the year, presented proposals for      
new operations elsewhere in Africa and the Middle East and will continue to     
market its services to other potential clients in order to extend its           
customer base.                                                                  
CallForce                                                                       
CallForce`s temporary staff placement business within the call-centre           
environment was significantly affected by the economic slowdown as financial    
services clients aligned their temporary staff needs with lower volume          
requirements.  Companies have continued to delay decision making with           
regards to their staffing and this has led to highly competitive pricing in     
the market.  Costs were reduced in line with gross profit and CallForce is      
expected to be one of the first in the Group to benefit from a recovery in      
the financial markets.  As a result of the swift action taken by the            
executive team, the business was able to generate profit in the second half     
of the year.  Despite poor growth at the beginning of 2009, temporary staff     
showed signs of improvement at the close of the year as market demand showed    
signs of recovering and corporate risk aversion started easing.                 
ContinuitySA                                                                    
ContinuitySA experienced a satisfactory year given the global economic          
climate and recession in South Africa, which caused a number of clients to      
reduce their requirements as they were prepared to assume more risk in order    
to save costs in the short term. The business invested in new service areas     
which also reduced the profitability for the year but stands it in good         
stead for the coming years.  ContinuitySA continues to be a market leader in    
South Africa and expanded into other African countries as the demand for        
disaster management and standby services increases. ContinuitySA has            
implemented an advisory service to clients, using various methodologies, on     
the potential risks associated with the 2010 World Cup. Globility, a            
division that provides outsourced infrastructure facilities for call-           
centres, started operating in January 2009 and reached monthly breakeven        
towards the end of 2009.                                                        
Sibize                                                                          
Changes to government structures combined with the prevailing economic          
climate provided a very challenging year for Sibize.  Although seat numbers     
remains stable, the budgetary pressure of its main client in the public         
sector continues to put significant strain on the cash flow requirements of     
the business.  Sibize has taken steps to legally enforce its rights in terms    
of the service agreement and is exploring alternative scenarios with its        
client with respect to affordability and continued service provision and        
aims to report conclusion on this matter imminently.                            
Comments on the audited abridged financial statements                           
Statement of comprehensive income                                               
Revenue of R344.0 million (2008: R370.4 million) is 7.1% lower than the         
previous year because the effects of the economic recession were evident        
everywhere across the Group.                                                    
-    For Dialogue SA, revenue decreased by 19.13% to R56.1 million (2008:       
R69.4 million) and business development activity did not yield any          
    material success;                                                           
-    For Interaction, revenue of R86.6 million (2008: R79.9 million) was        
    8.4% higher than the previous year;                                         
-    CallForce was most affected by the economic downturn, with revenue of      
    R65.2 million (2008: R85.4 million), a 23.7% reduction year-on-year;        
    and                                                                         
-    ContinuitySA was able to maintain revenue levels at R145.5 million         
(2008: R143.8 million).                                                     
Gross margins improved to 50.9% (2008: 47.0%) as the Group continued to shed    
lower margin business and the contribution of the call centre operations to     
overall gross margin improved slightly.                                         
Operating costs, excluding depreciation, amortisation and impairments of        
R224.8 million (2008: R178.2 million), includes R63.4 million (2008: nil) in    
respect of expenses recognised due to the effect of the liquidation of          
Dialogue SA.  Eliminating the effect of the liquidation, operating costs        
excluding depreciation, amortisation and impairments therefore reduced by       
9.4% to R161.4 million (2008: R178.2 million).                                  
During the year, goodwill in CallForce was impaired by R4.3 million (2008:      
R9.4 million).  In respect of the investment in Sibize  the expected future     
cash flow to the Group, from any of the alternative scenarios, exceeded its     
carrying value at the reporting date, therefore no impairment loss (2008:       
R20.8 million) was recognised during the current year. Also included is an      
impairment loss on property, plant and equipment of R6.1 million (2008: nil)    
due to the effect of the liquidation of DSA.                                    
Included in other income is a once-off gain of R3.6 million (2008: nil)         
resulting from the licensing of ContinuitySA`s Intellectual Property to         
specific business partners for use outside South Africa.                        
The difference between the standard tax rate and the effective tax rate is      
mainly as a result of deferred tax not recognised on the assessed losses        
available within individual businesses where it is not probable that future     
taxable profit will be available against which the unused tax losses can be     
utilised (which include the loss incurred by Dialogue SA).                      
The Group reported an overall loss attributable to equity holders for the       
year of R96.5 million (2008: R58.4 million) mainly as a result of Dialogue      
SA and the effects of its liquidation.                                          
Dialogue Group Holdings Limited, the holding company of the Group, has          
incurred losses in the current financial period of R 35.7 million (2008:        
loss R 44.4 million). Included in this loss are the following impairments       
and other once-off items:                                                       
Item (R`000)                                2009     2008                       
Impairment of Goodwill                      4 254    9 427                      
Impairment of investment in joint venture   -        20 755                     
Impairment of loan to Dialogue SA           17 850   7 994                      
Recognition of guarantee for overdraft      5 106    -                          
facilities of Dialogue SA                                                       
The auditors have included an emphasis of matter in this regard.                
Statement of financial position                                                 
Assets                                                                          
New additions to property, plant and equipment decreased by 33% to R18.3        
million (2008: R27.4 million) due to reduced expansionary activity across       
the Group.  In addition, due to the effect of the liquidation of Dialogue       
SA, the Group recognised impairments to property, plant and equipment of        
R6.1 million (2008: nil).                                                       
During the year, ContinuitySA subscribed for 25% of ContinuityMauritius and     
will be the technology partner for that operation.  This is reflected as an     
investment in an associate.                                                     
Average trade receivables of 45 days (2008: 47 days) are in line with that      
of the previous year.                                                           
Liabilities                                                                     
Provisions include an amount of R65.6 million (2008: nil) as a result of the    
effect of the liquidation of Dialogue SA.                                       
Included in trade and other payables is the fair value of contingent            
consideration of R7.8 million (2008: nil) payable to the vendors of             
ContinuitySA (Pty) Ltd in April 2010 in terms of the original sale              
agreement, as well as income received in advance of R20.0 million (2008:        
R26.7 million).                                                                 
Equity                                                                          
The net asset value in the Group is 13.9 cents per share (2008: 48.1 cents      
per share).  Excluding the effects of the liquidation of Dialogue SA, the       
Group`s net asset value is 37.1 cents per share (2008: 48.1 cents per           
share).                                                                         
Change in accounting policies                                                   
These accounting policies and methods of computation are consistent with        
those applied in previous years, and published in the 2008 Annual Report.       
The presentation of the financial statements and segment information have,      
however, been updated with the requirements of IAS 1 (revised) and IFRS 8       
(revised) but this revision of the presentation is not considered to be a       
change in accounting policy.                                                    
Prospects and outlook                                                           
Other than Dialogue SA, the Group`s businesses have been able to overcome       
tough trading conditions over the past two years and will benefit directly      
from an improvement in the markets.  As Dialogue SA had been liquidated with    
effect from 3 March 2010, the Board expects the Group to return to              
profitability during 2010.                                                      
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").  It complies with    
the significant requirements incorporated in the Code and in the Listings       
Requirements of the JSE Limited.                                                
Related party transactions                                                      
Material related party transactions for the year were as follows:               
R`000                                       2009     2008                       
Reimbursement received from Sibize           6 179    4 960                     
International Calling (Pty) Ltd                                                 
Consulting fees paid to MSG Afrika          (410)     -                         
Investment Holdings (Pty) Ltd                                                   
Interest received from Sibize International  376      -                         
Calling (Pty) Ltd                                                               
Salary expenses from Tlhalefang Placements   48 262   45 993                    
CC                                                                              
Management fees paid to Tlhalefang           3 107    8 200                     
Placements CC                                                                   
The Board                                                                       
Mr Jason Drew resigned as CEO with effect from 31 January 2009 but remains a    
non-executive director.  The responsibilities of the chief executive are        
delegated to other members of the board as required.  Mrs Adele Cloete          
resigned from the board as Group HR Director with effect from 30 April 2009.    
Mr Paul Oosthuizen resigned from the board as Financial Director with effect    
from 31 March 2010.  Mr Terence Kretzmann has been appointed as Financial       
Director with effect from 1 April 2010. Due to Terence`s appointment as         
Financial Director, Terence has resigned as Company Secretary.  Mr Lionel       
Marran has been appointed as Company Secretary with effect from 1 April         
2010.                                                                           
Dividend                                                                        
No dividend was declared for the year (2008: nil).                              
Auditors` opinion                                                               
The results have been audited by BDO Incorporated (previously known as BDO      
Spencer Steward (Cape) Inc), and their unqualified audit opinion is             
available for inspection at the company`s registered office.  Shareholders      
are advised that the auditors` unqualified audit opinion contains an            
emphasis of matter paragraph which states the following:                        
"Without qualifying our opinion, we draw attention to the note on going         
concern in the director`s report, which indicates that Dialogue South Africa    
(Proprietary) Limited (previously Dialogue Group SA (Proprietary) Limited),     
a wholly owned subsidiary of Dialogue Group Holdings Limited, went into         
liquidation after year end.  Dialogue South Africa (Proprietary) Limited has    
been accounted for on the liquidation basis of accounting for the year ended    
31 December 2009.  Dialogue South Africa (Proprietary) Limited has an           
accumulated loss of R 96 129 749 for the year ended 31 December 2009 (2008:     
accumulated loss of R 10 469 226) and as of that date the company`s total       
liabilities exceed its total assets by R 93 745 263. Its losses for the         
current financial period was R 85 660 523 (2008: loss of R 28 199 295).         
In addition, Dialogue Group Holdings Limited, the holding company of the        
Group, has incurred losses in the current financial period of R 35 739 916      
(2008: loss R 44 374 779). These conditions, along with other matters as set    
forth in the Director`s Report, indicate the existence of a material            
uncertainty that may cast significant doubt about Dialogue Group Holdings       
Limited`s ability to continue as a going concern."                              
By order of the board                                                           
P.A. Watt                          P.S. Oosthuizen                              
Chairman                           Financial Director                           
31 March 2010                                                                   
Directorate and administration                                                  
P.A. Watt* (Chairman), P.S. Oosthuizen (Financial Director), J.J. Drew*#,       
A.C. Farthing*#, A. Khumalo*, R.K. Mangena*, G. Mkhari*, S.J.H. Rodger*#        
*Non-executive Independent #British                                             
Registered office: 1st floor Convention Tower, Cnr Heerengracht Street and      
Coen Steytler Avenue, Foreshore, Cape Town (PO Box 8355, Rogge Bay, 8012)       
Company secretary: A.T. Kretzmann, 1st floor Convention Tower, Cnr              
Heerengracht Street and Coen Steytler Avenue, Foreshore, Cape Town (PO Box      
8355, Rogge Bay, 8012)                                                          
Transfer Secretaries: Computershare Investor Services (Pty) Limited, 70         
Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)          
Designated Advisor: PSG Capital (Pty) Limited (Johannesburg branch) Building    
8, Woodmead Estate, 1 Woodmead Drive, Woodmead, 2191 (PO Box 987, Parklands,    
2121)                                                                           
Enquiries                                                                       
Dialogue Group Holdings Limited                                                 
Peter Watt                                                                      
Chairman                                                                        
083 659 3646                                                                    
 AUDITED ABRIDGED CONSOLIDATED                                                  
 FINANCIAL RESULTS FOR THE YEAR                                                 
ENDED 31 DECEMBER 2009                                                         
                                                                                
 Consolidated statement of                                                      
 comprehensive income                                                           
Audited          Audited                    
                                    Year ended      Year ended                  
                                   31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      

 Revenue                           343 988          370 337                     
 Cost of sales                     (168 821)        (196 223)                   
 Gross profit                      175 166          174 114                     
Operating expenses excluding      (224 756)        (178 176)                   
 depreciation, amortisation and                                                 
 impairment                                                                     
 Depreciation and amortisation     (30 785)         (25 858)                    
Impairment                        (10 378)         (30 182)                    
 Other income                      5 071            2 270                       
 Operating loss for the period     (85 683)         (57 832)                    
 Finance income                    2 736            8 999                       
Finance expenses                  (3 632)          (5 125)                     
 Share of loss from associate      (614)             -                          
 Share of profit from joint        5 172            3 136                       
 venture                                                                        
Loss before tax                   (82 020)         (50 822)                    
 Income tax expense                (9 903)          (3 145)                     
 Loss for the period               (91 924)         (53 967)                    
 Attributable to                                                                
-  Equity holders of the Group    (96 498)         (58 352)                    
 -  Non-controlling interests      4 575            4 385                       
 Loss for the period               (91 924)         (53 967)                    
                                                                                
Total comprehensive loss for the  (91 924)         (53 967)                    
 period                                                                         
 Attributable to                                                                
 -  Equity holders of the Group    (96 498)         (58 352)                    
-  Non-controlling interests      4 575            4 385                       
                                   (91 924)         (53 967)                    
 Loss per share (cents)                                                         
 - Weighted in issue               (32.3)           (20.0)                      
- Fully diluted                   (32.3)           (20.0)                      
                                                                                
 Consolidated statement of                                                      
 financial position                                                             
Audited          Audited                    
                                    As at            As at                      
                                   31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      
Assets                                                                         
 Non-current assets                165 533          168 070                     
 Property, plant and equipment     58 861           75 367                      
 Intangible assets                 50 406           48 294                      
Deferred tax asset                13 576           11 213                      
 Investment in joint venture       34 375           29 771                      
 Investment in associate           4 890             -                          
 Other non-current receivables     3 425            3 425                       
Current assets                    71 570           93 165                      
 Loan to related parties           3 381            2 886                       
 Taxation                          2 147            986                         
 Inventories                       1 138            1 358                       
Trade and other receivables       41 320           45 786                      
 Cash and cash equivalents         23 584           42 149                      
                                                                                
 Total assets                      237 103          261 235                     

 Equity and liabilities                                                         
 Capital and reserves              64 729           158 678                     
 Share capital                     1 251            1 251                       
Share premium                     167 778          167 778                     
 Share option reserve              835              1 023                       
 Accumulated loss                  (128 250)        (29 914)                    
                                                                                
Attributable to equity holders    41 613           140 137                     
 of the Group                                                                   
 Non-controlling interest          23 116           18 541                      
                                                                                
Non-current liabilities           22 054           9 198                       
 Long term liabilities             8 373            9 198                       
 Operating lease liability         8 837             -                          
 Deferred tax                      4 844             -                          

 Current liabilities               150 320          93 359                      
 Short term liabilities            10 150           9 881                       
 Provisions                        67 293           6 072                       
Trade and other payables          58 859           69 855                      
 Taxation                          191              1 744                       
 Bank overdraft                    13 825           5 807                       
                                                                                
Total equity and liabilities      237 103          261 235                     
                                                                                
 Net asset value per share         13.9             48.1                        
 (cents)                                                                        

                                                                                
 Consolidated cash flow statement                                               
                                    Audited          Audited                    
Year ended       Year ended                 
                                   31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      
 Cash flow from operating          (1 052)          5 712                       
activities                                                                     
 Cash flows from investing         (24 480)         (42 935)                    
 activities                                                                     
 Cash flows from financing         (1 051)          55 063                      
activities                                                                     
 Net increase in cash and cash     (26 584)         17 840                      
 equivalents                                                                    
 Cash and cash equivalents at      36 343           18 502                      
beginning of period                                                            
 Cash and cash equivalents at end  9 759            36 342                      
 of period                                                                      
                                                                                
Consolidated statement of                                                      
 changes in equity                                                              
                                                                                
                                    Audited          Audited                    
Year ended       Year ended                 
                                   31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      
 Opening Equity                    158 678          99 668                      
Issue of shares (note 2)           -               113 302                     
 Share options issued              (188)            (56)                        
 Share issue expenses               -               (269)                       
 Total comprehensive (loss) /      (96 498)         (58 352)                    
income for the period                                                          
 attributable to equity holders                                                 
 - (Loss) / profit for the period   (96 498)        (58 352)                    
 - Share of other comprehensive     -                -                          
income of associates                                                           
 Total comprehensive income for                                                 
 the period attributable to non-   4 575            4 385                       
 controlling interests                                                          
- (Loss) / profit for the period  4 575            4 385                       
 - Share of other comprehensive     -                -                          
 income of associates                                                           
 Dividends paid to non-             (1 838)          -                          
controlling interests                                                          
 Closing Equity                    64 729           158 678                     
                                                                                
 Capital commitments                                                            
Audited          Audited                    
                                    As at            As at                      
                                   31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      
Authorised and contracted         82               2 174                       
 Authorised and not contracted     14 300           19 891                      
                                                                                
 Segment information                                                            

 Management information                                                         
                                   Audited          Audited                     
                                   Year ended       Year ended                  
31-Dec-2009      31-Dec-2008                 
                                    R`000            R`000                      
 Contact centre - Cape Town                                                     
 Revenue                                                                        
External revenues                 46 380           58 955                      
 Intersegment revenues             9 744            10 448                      
 Total revenue                     56 124           69 403                      
                                                                                
Results                                                                        
 Segment profit / (loss) before    (74 914)         (24 772)                    
 depreciation, amortisation,                                                    
 impairments, interest, share of                                                
profits / (losses) from equity                                                 
 accounted investees and income                                                 
 tax                                                                            
 Depreciation of property, plant   (2 358)          (1 950)                     
and equipment                                                                  
 Amortisation of intangibles       (333)            (357)                       
 Impairment of investment in        -                -                          
 subsidiaries                                                                   
Impairment of goodwill             -                -                          
 Impairment of loans                -                -                          
 Impairment of property, plant     (6 124)           -                          
 and equipment                                                                  
Finance expense                   (196)            (53)                        
 Investment revenue                 71               353                        
 Share of profit from joint         -                -                          
 venture                                                                        
Share of loss from associate       -                -                          
                                                                                
 Segment (loss)/profit             (83 854)         (26 778)                    
                                                                                
Operating assets                  8 583            14 719                      
 Operating liabilities             103 836          10 323                      
                                                                                
 Other disclosures                                                              
Investment in an associate         -                -                          
 Investment in a joint venture      -                -                          
                                                                                
 Contact centre - Durban                                                        
Revenue                                                                        
 External revenues                 86 567           79 907                      
 Intersegment revenues             -                -                           
 Total revenue                     86 567           79 907                      

 Results                                                                        
 Segment profit / (loss) before    10 531           (10 096)                    
 depreciation, amortisation,                                                    
impairments, interest, share of                                                
 profits / (losses) from equity                                                 
 accounted investees and income                                                 
 tax                                                                            
Depreciation of property, plant   (15)             (4)                         
 and equipment                                                                  
 Amortisation of intangibles        -                -                          
 Impairment of investment in        -                -                          
subsidiaries                                                                   
 Impairment of goodwill             -                -                          
 Impairment of loans                -                -                          
 Impairment of property, plant      -                -                          
and equipment                                                                  
 Finance expense                   (27)             (0)                         
 Investment revenue                 490              173                        
 Share of profit from joint         -                -                          
venture                                                                        
 Share of loss from associate       -                -                          
                                                                                
 Segment (loss)/profit             10 980           (9 927)                     

 Operating assets                  17 524           12 311                      
 Operating liabilities             5 952            6 551                       
                                                                                
Other disclosures                                                              
 Investment in an associate         -                 -                         
 Investment in a joint venture      -                 -                         
                                                                                
Business continuity                                                            
 Revenue                                                                        
 External revenues                 144 983          143 229                     
 Intersegment revenues             504              579                         
Total revenue                     145 487          143 808                     
                                                                                
 Results                                                                        
 Segment profit / (loss) before    42 963            45 444                     
depreciation, amortisation,                                                    
 impairments, interest, share of                                                
 profits / (losses) from equity                                                 
 accounted investees and income                                                 
tax                                                                            
 Depreciation of property, plant   (25 747)         (21 361)                    
 and equipment                                                                  
 Amortisation of intangibles       (469)            (347)                       
Impairment of investment in        -                -                          
 subsidiaries                                                                   
 Impairment of goodwill             -                -                          
 Impairment of loans                -                -                          
Impairment of property, plant      -                -                          
 and equipment                                                                  
 Finance expense                   (3 179)          (3 454)                     
 Investment revenue                 523             1 303                       
Share of profit from joint         -                -                          
 venture                                                                        
 Share of loss from associate      (614)             -                          
                                                                                
Segment (loss)/profit             13 478           21 586                      
                                                                                
 Operating assets                  18 082           23 986                      
 Operating liabilities             51 227           65 766                      

 Other disclosures                                                              
 Investment in an associate        4 890             -                          
 Investment in a joint venture     -                 -                          

 Staffing                                                                       
 Revenue                                                                        
 External revenues                 59 879           84 625                      
Intersegment revenues             5 282            745                         
 Total revenue                     65 160           85 371                      
                                                                                
 Results                                                                        
Segment profit / (loss) before    (1 655)           925                        
 depreciation, amortisation,                                                    
 impairments, interest, share of                                                
 profits / (losses) from equity                                                 
accounted investees and income                                                 
 tax                                                                            
 Depreciation of property, plant   (337)            (257)                       
 and equipment                                                                  
Amortisation of intangibles       (91)              -                          
 Impairment of investment in       -                 -                          
 subsidiaries                                                                   
 Impairment of goodwill            -                -                           
Impairment of loans               -                -                           
 Impairment of property, plant     -                -                           
 and equipment                                                                  
 Finance expense                   (1 248)          (1 198)                     
Investment revenue                608              0                           
 Share of profit from joint        -                -                           
 venture                                                                        
 Share of loss from associate      -                -                           

 Segment (loss)/profit             (2 723)          (529)                       
                                                                                
 Operating assets                  18 521           15 169                      
Operating liabilities             17 664           10 219                      
                                                                                
 Other disclosures                                                              
 Investment in an associate        -                -                           
Investment in a joint venture     -                -                           
                                                                                
 Head Office                                                                    
 Revenue                                                                        
External revenues                 -                -                           
 Intersegment revenues             3                -                           
 Total revenue                     3                -                           
                                                                                
Results                                                                        
 Segment profit / (loss) before    (14 201)         (13 564)                    
 depreciation, amortisation,                                                    
 impairments, interest, share of                                                
profits / (losses) from equity                                                 
 accounted investees and income                                                 
 tax                                                                            
 Depreciation of property, plant   (13)             (5)                         
and equipment                                                                  
 Amortisation of intangibles       (3)              -                           
 Impairment of investment in       (4 254)          (20 755)                    
 subsidiaries                                                                   
Impairment of goodwill             -               (9 427)                     
 Impairment of loans               (20 286)         -                           
 Impairment of property, plant      -               (7 994)                     
 and equipment                                                                  
Finance expense                   (344)            (842)                       
 Investment revenue                4 694            6 845                       
 Share of profit from joint         -               -                           
 venture                                                                        
Share of loss from associate       -               -                           
                                                                                
 Segment (loss)/profit             (34 407)         (45 743)                    
                                                                                
Operating assets                  14 233            25 196                     
 Operating liabilities             17 753            939                        
                                                                                
 Other disclosures                                                              
Investment in an associate        -                -                           
 Investment in a joint venture     26 457           29 771                      
 Adjustments and eliminations                                                   
 Revenue                                                                        
External revenues                 -                (1 337)                     
 Intersegment revenues             (9 354)          (6 813)                     
 Total revenue                     (9 354)          (8 151)                     
                                                                                
Results                                                                        
 Segment profit / (loss) before    (7 244)           165                        
 depreciation, amortisation,                                                    
 impairments, interest, share of                                                
profits / (losses) from equity                                                 
 accounted investees and income                                                 
 tax                                                                            
 Depreciation of property, plant    -                -                          
and equipment                                                                  
 Amortisation of intangibles       (1 419)          (1 577)                     
 Impairment of investment in        4 254            -                          
 subsidiaries                                                                   
Impairment of goodwill            (4 254)           9 427                      
 Impairment of loans                20 286          (9 427)                     
 Impairment of property, plant      -                7 994                      
 and equipment                                                                  
Finance expense                    1 362            422                        
 Investment revenue                (3 650)           324                        
 Share of profit from joint         5 172            3 242                      
 venture                                                                        
Share of loss from associate       -                -                          
                                                                                
 Segment (loss)/profit              14 507           10 570                     
                                                                                
Operating assets                  (5 374)           1 785                      
 Operating liabilities             (46 112)         (439)                       
                                                                                
 Other disclosures                                                              
Investment in an associate        -                -                           
 Investment in a joint venture     7 919             -                          
                                                                                
 Consolidated                                                                   
Revenue                                                                        
 External revenues                 337 809          365 378                     
 Intersegment revenues             6 179            4 960                       
 Total revenue                     343 988          370 338                     

 Results                                                                        
 Segment profit / (loss) before    (44 519)         (1 897)                     
 depreciation, amortisation,                                                    
impairments, interest, share of                                                
 profits / (losses) from equity                                                 
 accounted investees and income                                                 
 tax                                                                            
Depreciation of property, plant   (28 471)         (23 578)                    
 and equipment                                                                  
 Amortisation of intangibles       (2 315)          (2 280)                     
 Impairment of investment in        -               (20 755)                    
subsidiaries                                                                   
 Impairment of goodwill            (4 254)           -                          
 Impairment of loans                -               (9 427)                     
 Impairment of property, plant     (6 124)           -                          
and equipment                                                                  
 Finance expense                   (3 632)          (5 125)                     
 Investment revenue                 2 736            8 999                      
 Share of profit from joint         5 172            3 242                      
venture                                                                        
 Share of loss from associate      (614)             -                          
                                                                                
 Segment (loss)/profit             (82 020)         (50 822)                    

 Operating assets                  71 569            93 165                     
 Operating liabilities             150 320           93 360                     
                                                                                
Other disclosures                                                              
 Investment in an associate        4 890            -                           
 Investment in a joint venture     34 375           29 771                      
                                                                                
Geographic information                                                         
                                                                                
 In presenting information on the basis of geographical segments,               
 segment revenue is based on the geographical location of                       
customers. Segment assets are based on the geographical location               
 of the assets.                                                                 
                                                                                
 2009                              Revenues from    Non-current                 
external         assets                      
                                   customers                                    
                                    R`000            R`000                      
 United Kingdom                     8 122           -                           
Botswana                           6 130           2 126                       
 Mozambique                         2 772           4 695                       
 Mauritius                          -                -                          
 United States                      3                  -                        
South Africa                      320 780          158 712                     
 Total                             337 809          165 534                     
                                                                                
 2008                               Revenues from    Non-current                
external         assets                      
                                   customers                                    
                                    R`000            R`000                      
 United Kingdom                    -                -                           
Botswana                          6 381            3 673                       
 Mozambique                        3 105            1 556                       
 Mauritius                         -                 -                          
 United States                     -                 -                          
South Africa                      355 893          162 841                     
 Total                             365 378          168 070                     
                                                                                
 NOTES                                                                          

 Note 1: Headline loss per share                                                
 Headline loss reconciliation:                                                  
 Net loss attributable to equity     (96 498)         (58 352)                  
holders of the Group                                                           
 Adjusted for:                     4 254                                        
 Impairment of goodwill                             9 427                       
 Impairment of investment in                        20 755                      
joint venture                                                                  
 Impairment of property, plant     6 124            -                           
 and equipment                                                                  
 Profit on disposal of property,   (55)             -                           
plant and equipment                                                            
 Headline loss                        (86 175)        (28 170)                  
                                                                                
 Number of shares                                                               
Total                             299 075          299 075                     
 Weighted in issue                 299 075          291 151                     
 Fully diluted                     299 075          299 075                     
                                                                                
Headline loss per share (cents)                                                
 Weighted in issue                 (28.8)           (9.7)                       
 Fully diluted                     (28.8)           (9.7)                       
                                                                                
Note 2: Issue of shares                                                        
 11 January 2008 - 70 373 832      -                113 302                     
 shares @ R1.61 per share                                                       
 27 February 2008 - 11 220 471     -                14 250                      
shares @ R1.27 per share                                                       
 10 April 2008 - 7 480 315 shares  -                9 500                       
 @ R1.27 per share                                                              
                                   -                137 052                     

Date: 01/04/2010 09:34:02 Produced by the JSE SENS Department.                  
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