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Tue 21 Sep 2010, 12:38 DLG - Dialogue Group Holdings Limited - Unaudited consolidated financial results
DLG
DLG                                                                             
DLG - Dialogue Group Holdings Limited - Unaudited consolidated financial results
for the six months ended 30 June 2010                                           
DIALOGUE GROUP HOLDINGS LIMITED                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration Number:  2005/039219/06)                                          
Share Code:  DLG    ISIN:  ZAE000083820                                         
("the company", "the group" or "Dialogue")                                      
UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2010  
Enquiries:                                                                      
Dialogue Group Holdings Limited                                                 
Chief Executive: Alan Farthing   082 551 0079                                   
Financial Director: Terence Kretzmann   073 003 6058                            
1. Comment on the results                                                       
Difficult trading conditions continued to be experienced during the period,     
forcing cost savings to be identified in all operations in order to maintain    
profitability. Reduced consumer spending has impacted negatively on the group`s 
customer base, resulting in less appetite for renewing contracts and pressure on
pricing.                                                                        
These conditions have culminated in three of the group`s operations being       
classified and presented as discontinued operations in accordance with          
International Financial Reporting Standards ("IFRS"). In accordance with IFRS 5 
Non-current assets held for sale and discontinued operations, prior year        
comparative information in the statement of comprehensive income has been       
amended to reflect these events, detail of which is provided here.              
-    In February 2010 the board of Dialogue SA applied for voluntary liquidation
    as it became apparent that new business and further cost savings would not  
    be achieved and the group could no longer sustain the cash requirements of  
that business.                                                              
-    In May 2010 Sibize reached an agreement with its major client to terminate 
    its call centre outsourcing contract two years early, due to affordability  
    issues.                                                                     
-    In June 2010 Interaction`s client terminated the outsourcing agreement in  
    accordance with the contract by giving six months notice.                   
In the group`s results to December 2009 it was reported that IFRS dictated that 
the results for Dialogue SA be prepared on the liquidation basis. The           
liquidation basis resulted in earlier recognition of all future liabilities,    
with a corresponding expense being included in the statement of comprehensive   
income. The consequence of this was that the group reported a significant       
expense in respect of Dialogue SA amounting to R69.6m in its results to 31      
December 2009. Following the liquidation of Dialogue SA, the group no longer    
exercises control over this entity and therefore has derecognised all assets and
liabilities of Dialogue SA at the date of loss of control. As a result of the   
derecognition, the group has reported a gain on the disposal of a subsidiary of 
R65.7m in the results to 30 June 2010. Dialogue SA`s trading loss of R1.1m up   
until it was liquidated is also reflected separately in the statement of        
comprehensive income under discontinued operations.                             
2. Operational review                                                           
The group commenced the year with five businesses: three call-centre operations 
(Dialogue SA, Sibize and Interaction), a business continuity and disaster       
recovery operation (ContinuitySA) and a recruitment company for the call-centre 
industry (CallForce). As already stated, Dialogue SA was liquidated in March and
it is highly probable that Sibize and Interaction will be discontinued.         
CallForce continues to experience lower volumes of temporary staff placements,  
but a successful cost reduction programme has substantially reduced the losses  
compared to the same period last year. This business remains dependant on growth
and employment opportunities in the financial services sector.                  
ContinuitySA was also impacted by tough trading conditions. Clients continue to 
assume more risk in a cost conscious environment and to delay the implementation
of business continuity. ContinuitySA`s investment into Mauritius is close to    
break-even on a month to month basis and this company continues to look for     
opportunities to expand its base of operations in Africa.                       
Interaction reported good results and continues to achieve high levels of       
customer satisfaction. Interaction`s client is currently in the process of in-  
sourcing the call-centre facility.                                              
Sibize experienced good results for the five months to May 2010, following which
the call centre was in-sourced by the main client. All historically due amounts 
have subsequently been collected but difficulties are now being experienced in  
collecting the amounts due in terms of the settlement agreement.                
3. Comments on the unaudited abridged consolidated financial statements         
Consolidated statement of comprehensive income;                                 
Revenue from continuing operations of R104.6m (2009: R109.6m) is 4.6% lower than
2009, as opportunities for growth remain limited in current economic conditions.
Gross margins declined marginally in continuing operations to 49.8% (2009:      
52.6%). The cost reduction programmes resulted in operating costs, excluding    
depreciation and amortisation, as a percentage of revenue, remaining relatively 
constant at 41.0% (2009: 39.4%).                                                
Loss after tax from continuing operations for the period is R7.3m (2009: loss   
after tax of R6.8m). The results for continuing operations include a once-off   
expense in respect of a guarantee in favour of a funder of Dialogue SA to the   
value of R5.3m. Once the liquidation of Dialogue SA is concluded the group may  
recover some of this amount.                                                    
Consolidated statement of financial position;                                   
Capital expenditure during the period amounted to R9.2m (2009: R8.0m), which was
funded with asset financing and cash generated from operations. This was        
primarily the expansion of ContinuitySA`s premises in Cape Town for new client  
requirements.                                                                   
Debtors` days of 25 days (Dec 2009: 47 days) represents a significant           
improvement. This is mainly as a result of a general improvement in collections 
within the group.                                                               
The group continues to focus on working capital management and consequently     
generated net cash during the period of R22.5m (2009: R1.7m). The Business      
Continuity segment continues to generate strong cash flow from operations.      
"Trade and other payables" include deferred revenue of R31.7m compared to R31.6m
as at 30 June 2009 (Dec 2009: 19.9m).                                           
Net asset value per share as at 30 June 2010 is 26.3 cents (Dec 2009: 13.9      
cents).                                                                         
4. Prospects and outlook                                                        
The group has experienced considerable change during the period as outlined     
above, which necessitates that the group review its future strategy and further 
announcements in this regard will be made in due course.                        
5. Statement of compliance and basis of preparation                             
The consolidated interim financial statements have been prepared in accordance  
with IFRS and AC500 as issued by the Accounting Practices Board, its            
interpretations adopted by the International Accounting Standards Board         
("IASB"), the presentation and disclosure requirements of International         
Accounting Standards: Interim Financial Reporting (IAS34), the requirements of  
the South African Companies Act and in compliance with the Listings Requirements
of the JSE Limited. The interim financial results have not been audited or      
reviewed. The accounting policies and methods of computation applied in         
preparing these interim financial statements are consistent with those applied  
in the audited annual financial statements for the year ended 31 December 2009, 
as published in the 2009 annual report. The effect of new and revised accounting
standards effective after the period of the most recent annual financial        
statements have been considered and there has been no effect on accounting      
policies and the results for the period ended 30 June 2010.                     
6. Reclassification of expenses                                                 
In the prior period ContinuitySA (Pty) Ltd included rent and utility costs in   
operating expenses, these costs are now allocated and included in cost of sales,
the effect of which is included in a note to the financial results.             
7. Events after the reporting date                                              
No significant events have occurred in the period between the reporting date and
the date of this report.                                                        
8. The board                                                                    
There has been no change to the board during the period under review other than 
that which was disclosed in the most recent annual report.                      
9. Dividend                                                                     
No dividend was declared for the period (2009: nil).                            
Consolidated statement of comprehensive income                                  
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010   30 June 2009      
Continuing operations                                                           
Revenue                                             104 552       109 604       
Cost of sales                                      (52 447)      (51 983)       
Gross profit                                         52 105        57 621       
Operating expenses excluding depreciation,                                      
amortisation and impairment                        (42 833)      (43 138)       
Depreciation and amortisation                      (13 184)      (14 095)       
Impairments                                         (1 500)       (4 254)       
Other income                                             65            95       
Operating loss for the period                       (5 347)       (3 771)       
Finance income                                          925         1 399       
Finance expenses                                     (1465)       (1 883)       
Share of loss from associate                          (173)         (269)       
Loss before tax                                     (6 060)       (4 524)       
Income tax expense                                  (1 215)       (2 284)       
Loss for the period from continuing operations      (7 275)       (6 808)       
Discontinued operations                                                         
Profit for the period from discontinued                                         
operations- Interaction Call Centre (Pty) Ltd         5 336         5 522       
(Loss)/ profit for the period from discontinued                                 
operations- Sibize International Calling (Pty) Ltd (21 802)         2 763       
Loss for the period from discontinued                                           
operations- Dialogue South Africa (Pty) Ltd         (1 063)      (15 468)       
Gain on disposal of subsidiary                                                  
Dialogue South Africa (Pty) Ltd                      65 693             -       
Profit / (loss) for the period                       40 889      (13 991)       
Other comprehensive loss                                                        
- Currency translation difference in                                            
respect of foreign controlled entities                    -         (562)       
Total comprehensive income / (loss) for the period   40 889      (14 553)       
Attributable to equity holders of the parent                                    
- for continuing operations                         (8 755)       (8 074)       
- for discontinued operations                        45 954       (8 065)       
Attributable to non-controlling interest                                        
- for continuing operations                           1 480           704       
- for discontinued operations                         2 210           882       
Earnings / (loss) per share (cents)                                             
- Weighted in issue                                    12.4         (5.3)       
- Fully diluted                                        12.4         (5.3)       
Loss per share (cents) from continuing operations                               
- Weighted in issue                                   (2.9)         (2.6)       
- Fully diluted                                       (2.9)         (2.6)       
Earnings / (loss) per share (cents) from                                        
discontinued operations                                                         
- Weighted in issue                                    15.3         (2.7)       
- Fully diluted                                        15.3         (2.7)       
Consolidated statement of financial position                                    
Unaudited       Audited        
                                                     As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Assets                                                                          
Non-current assets                                  120 940       165 534       
Property, plant and equipment                        53 923        58 861       
Intangible assets                                     2 889         4 426       
Goodwill                                             44 785        45 981       
Equity investments                                    4 724        39 266       
Other non-current receivables                         3 425         3 425       
Deferred taxation                                    11 194        13 575       
Current Assets                                       62 025        71 569       
Loans receivable - current portion                    3 547         3 382       
Inventory                                             1 065         1 136       
Trade and other receivables                          24 312        41 005       
Taxation debtor                                       2 166         2 147       
Term deposits                                             -           315       
Bank balances                                        30 935        23 584       
Non-current assets classified as held for sale       21 899             -       
Total Assets                                        204 864       237 103       
Equity and Liabilities                                                          
Equity attributable to equity holders of the parent  78 804        41 613       
Issued capital                                        1 251         1 251       
Share premium                                       167 777       167 777       
Share option reserve                                     49           835       
Accumulated loss                                    (90 273)    (128 250)       
Non-controling interest                              22 889        23 116       
Total equity                                        101 693        64 729       
Non-current Liabilities                               6 220        13 218       
Long-term liabilities                                 6 181         8 373       
Deferred taxation                                        39         4 845       
Current Liabilities                                  92 451       159 156       
Trade and other payables                             73 539        67 696       
Short-term liabilities                                7 740        10 150       
Taxation                                                  -           191       
Provisions                                            5 955        67 294       
Bank overdraft                                        5 217        13 825       
Liabilities associated with non-current assets                                  
held for sale                                         4 500             -       
Total Equity and Liabilities                        204 864       237 103       
Net asset value per share (cents)                      26.3          13.9       
Net tangible asset value per share (cents)             10.4         (2.9)       
Debtors days                                           24.7          47.4       
Creditors days                                         27.0          20.2       
Consolidated statement of cash flows                                            
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
ended         ended        
R`000                                          30 June 2010  30 June 2009       
Cash generated by operations                         41 753        24 672       
Finance income                                          998         1 537       
Finance expenses                                    (1 550)       (1 883)       
Taxation paid                                       (5 419)       (7 520)       
Dividends paid                                      (3 917)       (1 838)       
Net cash flows from operating activities             31 865        14 968       
Cash flows from investing activities                                            
Investment in associate                                   -       (5 524)       
Disposals/ (additions) of intangible assets             270         (801)       
Additions to property, plant and equipment          (9 165)       (8 026)       
Proceeds on disposal of property, plant                                         
and equipment                                         1 673             -       
Net cash flows from investing activities            (7 222)      (14 351)       
Cash flows from financing activities                                            
Loans (repaid)/ raised                              (2 193)       (1 055)       
Net cash flows from financing activities            (2 193)       (1 055)       
Net increase in cash and cash equivalents            22 450         1 672       
Cash and cash equivalents at beginning                                          
of the period                                         9 759        36 343       
Cash and cash equivalents at end                                                
of the period                                        32 209        38 015       
Consolidated statement of changes in equity                                     
Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Opening Equity                                       64 729       158 678       
Share option reserve movement                           (8)           224       
Total comprehensive income/ (loss) for the period                               
attributable to equity holders of the parent         37 199      (16 139)       
- Profit/ (loss) for the period                      37 199      (15 853)       
- Currency translation difference in respect of                                 
 foreign controlled entities                             -         (286)        
Total comprehensive income for the period                                       
attributable to non-controlling interest               3 690        1 586       
- Profit for the period                                3 690        1 862       
- Currency translation difference in respect of                                 
 foreign controlled entities                              -        (276)        
Dividends paid to non-controlling interest           (3 917)      (1 838)       
Closing Equity                                       101 693      142 511       
Segment information                                                             
Segment results:                                                                
Unaudited     Unaudited        
                                                       Six           Six        
                                                    months        months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Business Continuity                                                             
Total external revenues                              72 274        77 687       
Intersegment revenues                                   121           254       
Segment profit before interest, depreciation,                                   
income tax and impairments                           18 628        21 856       
Finance expense                                     (1 331)       (1 385)       
Finance income                                          331             -       
Depreciation and amortisation                      (12 240)      (13 175)       
Share of loss from associate                          (173)         (269)       
Segment profit before income tax                      5 215         7 027       
Income tax                                        (1 774)      (2 872)          
Profit for the period                                 3 441         4 155       
Staffing                                                                        
Total external revenues                              32 278        30 500       
Intersegment revenues                                     -         1 407       
Segment profit / (loss) before interest, depreciation,                          
income tax and impairments                              287       (1 701)       
Finance expense                                       (611)         (631)       
Finance income                                          102             -       
Depreciation and amortization                         (225)         (211)       
Segment loss before income tax                        (447)       (2 543)       
Income tax                                             25          389          
Loss for the period                                 (422)      (2 154)          
Head Office                                                                     
Total external revenues                                   -         1 417       
Intersegment revenues                                     -             -       
Segment loss before interest, depreciation,                                     
income tax and impairments                          (4 377)       (2 427)       
Finance expense                                       (257)          (78)       
Finance income                                          970         1 633       
Depreciation and amortisation                          (10)             -       
Dividends received                                    4 975             -       
Impairment of investment                           (13 883)             -       
Impairment of goodwill                                    -       (4 254)       
Impairment of loans                                 (3 300)             -       
Segment loss before income tax                     (15 882)       (5 126)       
Income tax                                            335            -          
Loss for the period                                (15 547)       (5 126)       
Intersegment transactions                                                       
Total external revenues                                   -             -       
Intersegment revenues                                  (121)      (7 371)       
Segment loss before interest, depreciation,                                     
income tax and impairments                           (5 200)      (3 150)       
Finance expense                                          733          211       
Finance income                                         (478)        (234)       
Depreciation and amortisation                          (709)        (709)       
Dividends received                                   (4 975)            -       
Impairment of investment                              13 883            -       
Impairment of goodwill                               (1 195)            -       
Impairment of intangible assets                        (305)            -       
Impairment of loans                                    3 300            -       
Segment profit / (loss) before income tax              5 054      (3 882)       
Income tax                                             199         199          
Profit / (loss) for the period                       5 253     (3 683)          
Total continuing operations                                                     
Total external revenues                              104 552      109 604       
Intersegment revenues                                     -       (5 710)       
Segment profit before interest, depreciation,                                   
income tax and impairments                             9 338       14 578       
Finance expense                                      (1 465)      (1 883)       
Finance income                                           925        1 399       
Depreciation and amortisation                       (13 184)     (14 095)       
Share of loss from associate                           (173)        (269)       
Impairment of goodwill                               (1 195)      (4 254)       
Impairment of intangible assets                        (305)            -       
Segment profit loss before income tax                (6 060)      (4 524)       
Income tax                                           (1 215)      (2 284)       
Loss for the period                                  (7 275)      (6 808)       
Discontinued operations " Contact centre" Durban                                
Total external revenues                               39 505       42 636       
Intersegment revenues                                     -             -       
Segment profit before interest, depreciation,                                   
income tax and impairments                             8 150        6 289       
Finance income                                            73           95       
Depreciation and amortisation                           (16)          (5)       
Segment profit before income tax                       8 207        6 379       
Income tax                                         (2 871)       (857)          
Profit for the period                                5 336       5 522          
Discontinued operations "Contact centre" Cape Town                              
Total external revenues                                6 845       26 295       
Intersegment revenues                                     -         5 710       
Segment loss before interest, depreciation,                                     
income tax and impairments                             (946)     (14 085)       
Finance expense                                         (85)            -       
Finance income                                            -            44       
Depreciation and amortisation                           (32)      (1 427)       
Segment loss before income tax                       (1 063)     (15 468)       
Income tax                                             -             -          
Loss for the period                               (1 063)     (15 468)          
Total                                                                           
Total external revenues                              150 902      178 535       
Intersegment revenues                                      -            -       
Segment profit before interest, depreciation,                                   
income tax and impairments                            16 542        6 782       
Finance expense                                      (1 551)      (1 883)       
Finance income                                           998        1 538       
Depreciation and amortisation                       (13 232)     (15 527)       
Share of loss from associate                           (173)        (269)       
Impairment of goodwill                               (1 195)      (4 254)       
Impairment of intangible assets                        (305)            -       
Gain on disposal of subsidiary                        65 693            -       
Share of profit from joint venture                     8 613        2 763       
Impairment of investment                            (30 415)            -       
Profit / (loss) before income tax                     44 975     (10 850)       
Income tax                                           (4 086)      (3 141)       
Profit/ (loss) for the period                         40 889     (13 991)       
Segment assets:                                                                 
Unaudited      Audited        
                                                      As at        As at        
                                                    30 June  31 December        
R`000                                                   2010         2009       
Business Continuity                                  135 846      124 199       
Staffing                                              20 437       23 569       
Head Office                                          123 773      113 382       
Intersegment transactions                           (92 305)     (52 164)       
Total continuing operations                          187 751      208 986       
Discontinued operations - Contact centre                                        
Durban                                                17 113       18 027       
Discontinued operations  Contact centre -                                       
Cape Town                                                -         10 090       
Total                                                204 864      237 103       
Investment in associate:                                                        
                                                  Unaudited      Audited        
As at        As at        
                                                    30 June  31 December        
R`000                                                   2010         2009       
Business Continuity                                    4 579        4 890       
Investment in joint venture:                                                    
                                                  Unaudited      Audited        
                                                      As at        As at        
                                                    30 June  31 December        
R`000                                                   2010         2009       
Head Office                                           12 573       26 457       
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.                                        
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
ended         ended        
R`000                                          30 June 2010  30 June 2009       
Revenues from external customers                                                
-Botswana                                          2 993        2 697           
-Mozambique                                        1 154        1 180           
-South Africa                                    146 755      174 658           
-Total                                           150 902      178 535           
                                                 Unaudited       Audited        
As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Non-current assets                                                              
-Botswana                                          1 419        2 126           
-Mozambique                                        3 748        4 695           
-South Africa                                    115 737      158 712           
-Total                                           120 940      165 533           
Notes:                                                                          
1. Discontinued operations                                                      
1.1 Dialogue South Africa (Pty) Ltd ("Dialogue SA")                             
On 26 February 2010, the board of directors of Dialogue SA (previously Dialogue 
Group SA (Pty) Ltd), lodged an application for voluntary liquidation of Dialogue
SA ("the liquidation") in the High Court of South Africa (Western Cape Division,
Cape Town)("High Court"). A provisional order for the liquidation was granted on
3 March 2010 and was made final on 14 April 2010 in the High Court. Dialogue SA 
has been accounted for as a discontinued operation in terms of IFRS 5 Non-      
current assets held for sale and discontinued operations.                       
The results of Dialogue SA included in the results of the group for the six     
months ended 30 June 2010 are presented below. The prior period comparatives    
have been re-presented for the discontinued operation.                          
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Revenue                                               6 845        26 295       
Loss before depreciation, interest and income tax     (946)      (14 085)       
Finance expense                                        (85)             -       
Finance income                                            -            44       
Depreciation and amortisation                          (32)       (1 427)       
Loss for the period from discontinued operations    (1 063)      (15 468)       
Net cash flows from operating activities              (290)           960       
Net cash flows from investing activities               (49)       (1 322)       
Net decrease in cash and cash equivalents             (339)         (362)       
                                                 Unaudited       Audited        
                                                     As at         As at        
30 June   31 December        
R`000                                                  2010          2009       
Total assets                                             -         10 090       
Total liabilities                                        -        103 835       
Net assets attributable to group                         -       (93 745)       
1.2 Sibize International Calling (Pty) Ltd ("Sibize")                           
Sibize has a client that contributes a material portion of Sibize`s annual      
turnover (the "Client") based on a five year contract, ending 31 May 2012, to   
provide the Client with outsourced call-centre services (the "Agreement"). The  
Client issued Sibize with a notice of early termination of the Agreement. Sibize
has agreed to such early termination subject to specific terms as detailed in a 
settlement agreement. Sibize has been accounted for as a discontinued operation 
in terms of IFRS 5 Non-current assets held for sale and discontinued operations.
The results of Sibize included in the results of the group for the six months   
ended 30 June 2010 are presented below. The prior period comparatives have been 
re-presented for the discontinued operation.                                    
Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Revenue                                              55 773        42 579       
Profit before depreciation, interest and income tax  14 651         4 967       
Finance expense                                       (488)       (1 280)       
Finance income                                          208           207       
Depreciation and amortisation                         (191)          (57)       
Income tax                                          (5 567)       (1 074)       
Profit for the period                                 8 613         2 763       
Impairment of investment in Sibize                 (30 415)             -       
(Loss)/profit for the period from discontinued                                  
operations                                         (21 802)         2 763       
Net cash flows from operating activities             47 876        89 245       
Net cash flows from investing activities            (9 293)      (50 091)       
Net cash flows from financing activities           (32 921)       (8 526)       
Net increase in cash and cash equivalents             5 662        30 628       
                                                     As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Total assets                                         57 511        39 211       
Total liabilities                                    44 938        30 168       
Net assets attributable to group                     12 573         9 043       
1.3 Interaction Call Centre (Pty) Ltd ("Interaction")                           
Interaction`s client has issued notice of termination of the contract.          
Interaction has been accounted for as a discontinued operation in terms of IFRS 
5 Non-current assets held for sale and discontinued operations.                 
The results of Interaction included in the results of the group for the six     
months ended 30 June 2010 are presented below. The prior period comparatives    
have been re-presented for the discontinued operation.                          
                                                 Unaudited     Unaudited        
Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Revenue                                              39 505        42 636       
Profit before depreciation, interest and income tax   8 150         6 289       
Finance income                                           73            95       
Depreciation and amortisation                          (16)           (5)       
Income tax                                          (2 871)         (857)       
Profit for the period from discontinued operations    5 336         5 522       
Net cash flows from operating activities              (913)            74       
Net cash flows from investing activities              (111)          (13)       
Net (decrease)/ increase in cash and                                            
cash equivalents                                    (1 024)            61       
                                                 Unaudited       Audited        
                                                     As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Total assets                                          9 326        13 894       
Total liabilities                                     4 500         5 899       
Net assets attributable to group                      4 826         7 995       
2. Headline earnings per share                                                  
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Headline earnings / (loss) calculation                                          
Net profit / (loss) attributable to equity                                      
holders of the parent                                37 199      (15 853)       
Adjusted for                                                                    
- Impairment of goodwill                              1 195         4 254       
- Impairment of intangible assets                       305             -       
- Impairment of investment in joint venture          30 415             -       
- Gain on disposal of property, plant and equipment       -            40       
- Gain on disposal of subsidiary                                                
 Dialogue South Africa (Pty) Ltd                   (65 693)            -        
Headline earnings/ (loss)                              3 421     (11 559)       
Number of shares (`000)                                                         
- Total                                              299 075      299 075       
- Weighted in issue                                  299 075      299 075       
- Fully diluted                                      299 075      299 075       
Headline earnings / (loss) per share (cents)                                    
- Weighted in issue                                      1.1         (3.9)      
- Fully diluted                                          1.1         (3.9)      
Continuing operations                                                           
Headline loss from continuing operations calculation                            
Net loss attributable to equity holders                                         
of the parent                                        (8 755)      (7 787)       
Adjusted for                                                                    
- Impairment of goodwill                               1 195        4 254       
- Impairment of intangible assets                        305            -       
- Gain on disposal of property, plant and equipment        -           40       
Headline loss                                        (7 255)      (3 493)       
Headline loss per share (cents) from continuing operations                      
- Weighted in issue                                    (2.4)        (1.2)       
- Fully diluted                                        (2.4)        (1.2)       
Discontinued operations                                                         
Headline earnings / (loss) from discontinued operations calculation             
Net profit/ (loss) attributable to equity holders                               
of the parent                                         45 954      (8 066)       
Adjusted for                                                                    
- Impairment of investment in joint venture           30 415            -       
- Gain on disposal of subsidiary                                                
 Dialogue South Africa (Pty) Ltd                    (65 693)           -        
Headline earnings/ (loss)                             10 676      (8 066)       
Headline earnings / (loss) per share (cents) from discontinued operations       
- Weighted in issue                                      3.5        (2.7)       
- Fully diluted                                          3.5        (2.7)       
3. Related party balances and transactions                                      
Unaudited       Audited        
                                                     As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Balances:                                                                       
Loan to Sibize International Calling (Pty) Ltd        3 547         3 381       
Loan from Candice Roberts to                                                    
CallForce Direct (Pty) Ltd                              337         (283)       
The loan with Sibize International Calling (Pty) Ltd is unsecured, interest is  
charged at the prime rate and the loan is repayable on demand.                  
The loan from Candice Roberts is unsecured, interest is charged at the prime    
rate and is repayable on demand.                                                
Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Transactions:                                                                   
Interest received from                                                          
Sibize International Calling (Pty) Ltd                  277           201       
Reimbursement received from                                                     
Sibize International Calling (Pty) Ltd                4 704         5 595       
Reimbursement paid to                                                           
Sibize International Calling (Pty) Ltd                (359)             -       
Management fees paid to Tlhalefang Placements CC          -         1 040       
Consulting fees paid to                                                         
MSG Afrika Investment Holdings (Pty) Ltd                 64            30       
Salary expenses paid to Tlhalefang Placements CC     22 435        24 002       
4. Property, plant and equipment                                                
Unaudited        
                                                                   As at        
R`000                                                        30 June 2010       
Leasehold improvements                                                          
- Opening carrying value                                           20 486       
- Additions                                                         3 780       
- Disposals                                                             -       
- Depreciation                                                    (3 256)       
- Closing carrying value                                           21 010       
Land and buildings                                                              
- Opening carrying value                                            2 821       
- Additions                                                             -       
- Disposals                                                         (451)       
- Depreciation                                                       (18)       
- Closing carrying value                                            2 352       
Computer equipment                                                              
- Opening carrying value                                           25 392       
- Additions                                                         4 320       
- Disposals                                                         (542)       
- Depreciation                                                    (7 145)       
- Closing carrying value                                           22 025       
Furniture & fittings                                                            
- Opening carrying value                                            5 195       
- Additions                                                         1 057       
- Disposals                                                         (458)       
- Depreciation                                                    (1 043)       
- Closing carrying value                                            4 751       
Plant & equipment                                                               
- Opening carrying value                                            4 719       
- Additions                                                             8       
- Disposals                                                         (207)       
- Depreciation                                                      (777)       
- Closing carrying value                                            3 743       
Motor vehicles                                                                  
- Opening carrying value                                              248       
- Additions                                                             -       
- Disposals                                                          (15)       
- Depreciation                                                       (31)       
- Closing carrying value                                              202       
Total                                                                           
- Opening carrying value                                           58 861       
- Additions                                                         9 165       
- Disposals                                                       (1 673)       
- Depreciation                                                   (12 270)       
- Closing carrying value                                           54 083       
5. Reclassification of expenses                                                 
In the prior period ContinuitySA (Pty) Ltd included rent and utility costs in   
operating expenses. These costs are now allocated to and included in `cost of   
sales` in the statement of comprehensive income. The results of the prior year  
interim period ending 30 June 2009 have been amended accordingly to reflect this
reclassification. The effect of the reclassification is as follows:             
                               Previously             Re-                       
reported  classification        Amended        
                                Unaudited        Unaudited     Unaudited        
                               Six months       Six months    Six months        
                                    ended            ended         ended        
R`000                         30 June 2009     30 June 2009  30 June 2009       
Continuing operations                                                           
Revenue                            109 604                -       109 604       
Cost of sales                     (38 382)         (13 601)      (51 983)       
Gross profit                        71 222         (13 601)        57 621       
Operating expenses excluding                                                    
depreciation, amortisation and                                                  
impairment                        (56 739)           13 601      (43 138)       
Depreciation and amortisation     (14 095)                -      (14 095)       
Impairment                         (4 254)                -       (4 254)       
Other income                            95                -            95       
Operating loss for the period      (3 771)                -       (3 771)       
6. Capital commitments                                                          
                                                 Unaudited       Audited        
                                                     As at         As at        
                                                   30 June   31 December        
R`000                                                  2010          2009       
Authorised and contracted                             1 588            82       
Authorised and not contracted                         3 926        14 300       
Total                                                 5 514        14 382       
7. Dividends paid by subsidiaries to non-controlling interest                   
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
ContinuitySA (Pty) Ltd                                1 960         1 838       
Interaction Call Centre(Pty) Ltd                      1 957             -       
Total                                                 3 917         1 838       
8. Impairments                                                                  
                                                 Unaudited     Unaudited        
                                                Six months    Six months        
                                                     ended         ended        
R`000                                          30 June 2010  30 June 2009       
Included in impairments is the following:                                       
Impairment of goodwill                              (1 195)       (4 254)       
Impairment of intangible assets                       (305)             -       
Total                                               (1 500)       (4 254)       
The cash generating units of acquired operations were tested for impairment at  
30 June 2010, in line with the guidelines of IFRS. The discount rates were      
consistent with those applied in the audited annual financial statements for the
year ended 31 December 2009. In the case of CallForce Direct (Pty) Ltd          
("CallForce"), an impairment loss of R1.5m was allocated firstly to goodwill and
the remaining impairment loss allocated to the intangible assets included in the
unit.                                                                           
By order of the board                                                           
A.C. Farthing                  A.T. Kretzmann                                   
Chief Executive                Financial Director                               
21 September 2010                                                               
Directorate and administration                                                  
P.A. Watt (Chairman)*, A.C. Farthing (CEO)#, A.T. Kretzmann(Financial Director),
J.J. Drew*#, A. Khumalo*, R.K. Mangena*, G. Mkhari* S.J.H. Rodger*#             
*Non-executive Independent #British                                             
Company Secretary and registered office: L. Marran, 1st Floor, Convention Tower,
Cnr Heerengracht Street and Coen Steytler Avenue, Foreshore, Cape Town, 8001 (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), Ground     
Floor, DM Kisch House, Inanda Greens Business Park, 54 Wierda Road West, Wierda 
Valley, Sandton, 2196 (PO Box 987, Parklands, 2121)                             
Date: 21/09/2010 12:38:01 Produced by the JSE SENS Department.                  
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