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DLG - Dialogue Group Holdings Limited - Audited abridged consolidated financial

Release Date: 31/03/2011 15:51
Code(s): DLG
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DLG - Dialogue Group Holdings Limited - Audited abridged consolidated financial results for the year ended 31 December 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") AUDITED ABRIDGED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2010 Enquiries Dialogue Group Holdings Limited Chief Executive: Alan Farthing 082 551 0079 1. Commentary on the results The group commenced the year with five businesses: three call-centre operations, Dialogue South Africa (Proprietary) Limited ("Dialogue SA"), Sibize International Calling (Proprietary) Limited ("Sibize") and Interaction Call Centre (Proprietary) Limited ("Interaction"), a business continuity and disaster recovery operation, ContinuitySA (Proprietary) Limited ("ContinuitySA") and a recruitment company for the call-centre industry, CallForce Direct (Proprietary) Limited ("CallForce"). During the period under review the group experienced significant change in respect of each of its operating companies resulting from the following events: - Dialogue SA - 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 the business. A final liquidation order was granted by the court on 14 April 2010. - Sibize - in May 2010, following notice of termination being received from the client which was repudiated, Sibize reached agreement with its major client to terminate its call centre outsourcing contract two years early. - Interaction - in June 2010 Interaction`s client terminated the outsourcing agreement in accordance with the contract by giving six months notice. Although Interaction continued to achieve high levels of customer satisfaction, the client had made a strategic decision to in-source the call centre facility. - CallForce - in November 2010 the group disposed of its 51% interest in the ordinary share capital of CallForce for R2.09m. The board believed this to be the correct action to take in achieving maximum value for shareholders. - ContinuitySA - in February 2011 the group disposed of its 51% interest in the ordinary share capital of ContinuitySA for R35m. The board believed this to be the correct action to take in achieving maximum value for shareholders. The transaction was conditional on a dividend of R4m, of which the group received its share of R2.04m in February 2011. Upon the conclusion of the sale of ContinuitySA, the group`s assets now consist of cash and outstanding claims. The group is now classified as a cash shell in terms of the Listings Requirements of the JSE Limited ("the JSE Listings Requirements"). 2. Commentary on the audited abridged consolidated financial statements The events detailed above have resulted in all five of the group`s businesses 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. Consolidated statement of comprehensive income The group reported a profit attributable to equity holders for the year of R49.1m (2009: loss after tax of R96.5m). Included in this profit are the following impairments, and other once-off and material items: - 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 31 December 2010. - A once-off expense in respect of a guarantee in favour of a funder of Dialogue SA to the value of R6.2m (2009: nil). Once the liquidation is concluded the group may recover some of this amount. - Loss on disposal of CallForce of R0.4m (2009: nil). - Impairment of the investment in joint venture, namely Sibize, of R25.3m (2009: nil) to reflect the recoverable amount attributable to the shareholders of the group of R42.2m (2009: R34.4m) after including contributions to profit for the year. - Impairment of goodwill in respect of ContinuitySA of R16.5m (2009: nil) as a result of the disposal of the group`s interest in February 2011 for R37.04m (includes dividend of R2.04m). - The group realised its loss on the loan to TalentMatch (Proprietary) Limited (a subsidiary of CallForce) of R2.5m (2009: nil) resulting from the disposal of CallForce. Head Office reported operating expenses excluding depreciation, amortisation and impairments of R9.1m (2009: R14.2m). This excludes dividends received from within the group of R9.4m (2009: R1.9m). The income tax credit for continuing operations of R0.3m (2009: R1.3m tax expense) is mainly as a result of an overprovision. Consolidated statement of financial position Trade and other receivables include an amount of R2.6m (2009: nil) placed in a securities realisation account with Standard Bank, some of which may be repayable to the company upon release from a guarantee in favour of the bank, once the final liquidation and distribution account has been confirmed by the court ("Dialogue SA guarantee"). During the year the group recovered the related-party loan of R3.6m (2009: R3.4m) from the investment in joint venture Sibize. The cash balance for continuing operations as at 31 December 2010 increased with R3.8m to R13.6m (2009: R9.8m). The net asset value in the group at 31 December 2010 is 30.3 cents per share (2009: 13.9 cents per share). There have been no major changes in the nature of fixed assets and no change in accounting policy relating to the use of fixed assets during the period under review. 3. PROSPECTS AND OUTLOOK THE BOARD WILL RECOMMEND TO SHAREHOLDERS THAT THE COMPANY BE WOUND UP AND ALL CASH BE RETURNED TO SHAREHOLDERS ONCE THE FOLLOWING OUTSTANDING CLAIMS HAVE BEEN RESOLVED: - settlement amounts from Sibize`s client GSSC; - Dialogue SA guarantee; - labour dispute at Interaction; and - supplier claim at Sibize. 4. Related party transactions Material related party transactions for the year were as follows: R`000 2010 2009 Transactions: Reimbursement received from Sibize 6 268 6 179 Reimbursement received from Dialogue SA 95 - Reimbursement received from CallForce 26 - Reimbursement paid to ContinuitySA (121) - Consulting fees paid to MSG Afrika - (410) Investment Holdings (Proprietary) Limited Interest received from Sibize 193 376 Salary expenses from Tlhalefang Placements 42 486 48 262 CC Management fees paid to Tlhalefang - 3 107 Placements CC 5. Statement of compliance and basis of preparation The consolidated abridged annual financial statements have been prepared in accordance with and containing the information required by IFRS and the AC500 standards 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 JSE Listings Requirements. The accounting policies and methods of computation are consistent with those applied in previous years, as published in the 2009 annual report. New and revised accounting standards have been considered and where applicable adopted as required. 6. Reclassification of expenses In the prior period ContinuitySA included rent and utility costs in operating expenses, these costs are now allocated and included in cost of sales. The reclassification was applied in the prior year as well. 7. Events after the reporting period The company disposed of its 51% shareholding in ContinuitySA on 4 February 2011. ContinuitySA has been accounted for as a discontinued operation in terms of IFRS 5 - Non-current assets held for sale and discontinued operations. The proceeds of the sale will be distributed to the shareholders of the company as a specific payment by way of a reduction in share premium in March 2011. 8. The board Mr Paul Oosthuizen resigned from the board as Financial Director with effect from 31 March 2010. Mr Terence Kretzmann was appointed as Financial Director with effect from 1 April 2010. Following Terence`s appointment as Financial Director, Terence resigned as Company Secretary. Mr Lionel Marran was appointed as Company Secretary effective 1 April 2010. Mr Alan Farthing, having previously served on the board as an independent non-executive director, stepped into the role of Chief Executive effective 14 April 2010. Due to the reduced level of activity in the group, Terence has resigned from the board as Financial Director with effect from 31 March 2011 and Alan will have the added responsibility of Financial Director until further notice. 9. Dividend No dividend was declared for the year (2009: nil) 10. Going concern Upon conclusion of the sale of ContinuitySA, the group`s assets now consist of cash and outstanding claims. The group is now classified as a cash shell in terms of the JSE Listings Requirements. The directors have reviewed the group and the company`s cash flow forecast for the year to 31 December 2011 and, in light of this review and the current financial position, are satisfied that they have, or have access to, adequate resources to continue as a going concern for the foreseeable future. 11. Auditors opinion The results have been audited by BDO South Africa Incorporated, and their unqualified audit opinion is available for inspection at the company`s registered office. 12. Posting of the annual report Shareholders are hereby advised that Dialogue`s 2010 annual report, which includes the annual financial statements for the year ended 31 December 2010, as audited by BDO South Africa Incorporated, is being dispatched to shareholders today, and contains no modifications to the audited results announced here. 13. Notice of Annual General Meeting ("AGM") Notice is hereby given that the AGM of Dialogue shareholders will be held at 11:30 on Wednesday, 11 May 2011, at the JSE, One Exchange Square, Gwen Lane, Sandton, Johannesburg to transact the business as set out in the notice of the AGM contained in the annual report. By order of the board A.C. Farthing A.T. Kretzmann Chief Executive Financial Director 31 March 2011 Consolidated statements of comprehensive income Audited Audited year ended year ended 31 December 31December
2010 2009 R`000 Continui Disconti Total Continui Disconti Total ng nued ng nued operatio operatio operatio operatio
ns ns ns ns Revenue - 283 888 283 888 - 343 988 343 988 Cost of sales - (159 (159 - (168 (168 821) 633) 633) 821)
Gross profit - 124 255 124 255 - 175 167 175 167 Operating (14 170) (71 630) (9 098) (215 (224 757) expenses 659) excluding (85 800) depreciation, amortisation and impairments Depreciation (26 569) (26 581) (16) (30 769) (30 785) and (12) amortisation Impairment of - (2 453) (2 453) - - - loans Impairment of - (25 327) (25 327) - - - joint venture Impairment of - (16 545) (16 545) - (4 254) (4 254) goodwill Impairment of - - - - (6 124) (6 124) property, plant and equipment Gain on - 65 693 65 693 - - - disposal of subsidiary Dialogue South Africa (Pty) Ltd Loss on - (424) (424) - - - disposal of subsidiary CallForce Direct (Pty) Ltd Other income 1 813 814 - 5 071 5 071 Operating (14 181) 47 813 33 632 (9 114) (76 568) (85 682) (loss)/ profit for the year Investment 989 894 1 883 1 387 1 349 2 736 revenue Finance (1) (2 693) (2 694) - (3 632) (3 632) expense Share of loss - (350) (350) - (614) (614) from associate Share of - 33 155 33 155 - 5 172 5 172 profit from joint venture (Loss)/ profit (13 193) 78 819 65 626 (7 727) (74 293) (82 020) before tax Income tax 299 (9 329) (9 030) (1 332) (8 571) (9 903) credit/ (expense) (Loss)/ profit (12 894) 69 490 56 596 (9 059) (82 864) (91 923) for the year (Loss)/ profit (12 894) 69 490 56 596 (9 059) (82 864) (91 923) for the year attributable (12 894) 61 997 49 103 (9 059) (87 439) (96 498) to equity holders of the parent attributable - 7 493 7 493 - 4 575 4 575 to non- controlling interest
Total (12 894) 69 490 56 596 (9 059) (82 864) (91 923) comprehensive (loss)/ profit for the year attributable (12 894) 61 997 49 103 (9 059) (87 439) (96 498) to equity holders of the parent attributable - 7 493 7 493 - 4 575 4 575 to non- controlling interest Basic (loss)/ (4.3) 20.7 16.4 (3.0) (29.3) (32.3) earnings per share (cents) Diluted (4.3) 20.7 16.4 (3.0) (29.3) (32.3) (loss)/earning s per share (cents) Consolidated statements of financial position Audited Audited As at As at 31 Dec 31 Dec
R`000 2010 2009 Assets Non-current assets 34 165 533 Property, plant and equipment 33 58 861 Intangible assets 1 50 406 Equity accounted investments - 39 265 Other non-current receivables - 3 425 Deferred taxation - 13 576 Current Assets 16 464 71 570 Inventory - 1 138 Trade and other receivables 2 838 41 320 Loan to related parties - 3 381 Taxation - 2 147 Cash and cash equivalents 13 626 23 584 Non-current assets classified as held for sale 168 187 - Total Assets 184 685 237 103 Equity and Liabilities Equity attributable to equity holders of the parent 90 709 41 613 Issued capital 1 251 1 251 Share premium 167 778 167 778 Share option reserve - 834 Accumulated loss (78 320) (128 250) Non-controling interest 20 019 23 116 Total equity 110 728 64 729 Non-current Liabilities - 22 054 Long-term liabilities - 8 373 Operating lease liability - 8 837 Deferred taxation - 4 844 Current Liabilities 7 022 150 320 Short-term liabilities 6 198 10 150 Provisions - 67 295 Trade and other payables 824 58 859 Taxation - 191 Bank overdraft - 13 825 Liabilities associated with non-current assets held for sale 66 935 - Total Equity and Liabilities 184 685 237 103 Net asset value per share (cents) 30.3 13.9 Net tangible asset value per share (cents) 30.3 (2.9) Consolidated statements of cash flows Audited Audited Year Year ended ended R`000 31 Dec 2010 31 Dec 2009 Cash flows from operating activities 33 385 (1 052) Cash flows from investing activities (3 971) (24 480) Cash flows from financing activities (814) (1 051) Net increase/ (decrease) in cash and cash 28 600 (26 584) equivalents Cash and cash equivalents at beginning of the period 9 759 36 343 Cash and cash equivalents at end of the period 38 359 9 759 Note on cash and cash equivalents Audited Audited Year Year
ended ended R`000 31 Dec 2010 31 Dec 2009 Current account 728 625 11 598 722 Foreign currency account - 648 885 Petty cash - 10 099 Call account 12 897 612 11 326 584 Bank overdraft - (13 825 161) Included in non-current assets classified as held for sale: Current account 17 098 026 - Petty cash 10 006 - Call account 7 624 571 - Cash and cash equivalents at end of year 38 358 840 9 759 129 Consolidated statements of changes in equity Audited Audited Year Year
ended ended R`000 31 Dec 2010 31 Dec 2009 Opening Equity 64 729 158 678 Share option reserve movement (8) (188) Total comprehensive income/ (loss) for the period attributable to equity holders of the parent 49 103 (96 498) - Profit/ (loss) for the period 49 103 (96 498) Total comprehensive income for the period attributable to non-controlling interest 7 493 4 575 - Profit for the period 7 493 4 575 Elimination of non-controlling interests on disposal of CallForce Direct (Pty) Ltd (3 713) - Dividends paid to non-controlling interest (6 876) (1 838) Closing Equity 110 728 64 729 Capital commitments Audited Audited
As As at at R`000 31 Dec 2010 31 Dec 2009 Discontinued operations Authorised and contracted 443 82 Authorised and not contracted 905 14 300 There were no capital commitments pertaining to continuing operations as at the current or prior financial year end. Segment information: Audited Audited Year Year ended ended
R`000 31 Dec 2010 31 Dec 2009 Discontinued operations- Contact centre Cape Town Total external revenues 6 845 46 380 Intersegment revenues - 9 744 Segment loss before interest, depreciation, income tax and impairments (975) (74 915) Finance expense (85) (196) Finance income - 72 Depreciation of property, plant and equipment (32) (2 358) Amortisation of intangibles - (333) Impairment of property, plant and equipment - (6 124) Segment profit before income tax (1092) (83 854) Income tax - (1 806) Profit for the period (1092) (85 660) Discontinued operations - Contact centre Durban Total external revenues 75 370 86 567 Intersegment revenues - - Segment profit before interest, depreciation, income tax and impairments 15 483 10 531 Finance expense - (27) Finance income 633 490 Depreciation of property, plant and equipment (38) (15) Segment profit before income tax 16 078 10 979 Income tax (5 756) (2 887) Loss for the period 10 322 8 092 Discontinued operations - Business continuity Total external revenues 147 445 144 983 Intersegment revenues 121 504 Segment profit before interest, depreciation, income tax and impairments 37 948 42 963 Finance expense (2 439) (3 179) Finance income 680 523 Depreciation of property, plant and equipment (24 502) (25 747) Amortisation of intangibles (362) (469) Share of loss from associate (350) (614) Segment profit before income tax 10 975 13 477 Income tax (4 008) (4 911) Profit for the period 6 967 8 566 Discontinued operations - Staffing Total external revenues 54 228 59 879 Intersegment revenues - 5 282 Segment profit/ (loss) before interest, depreciation, income tax and impairments 982 (1 655) Finance expense (891) (1 248) Finance income 103 608 Depreciation of property, plant and equipment (297) (337) Amortisation of intangibles (79) (91) Segment loss before income tax (182) (2 723) Income tax 82 636 Loss for the period (100) (2 087) Adjustments and eliminations Total external revenues - - Intersegment revenues (121) (9 351) Segment loss before interest, depreciation, income tax and impairments - (12 345) Finance expense 722 1 018 Finance income (522) (344) Amortisation of intangibles (1 259) (1 419) Impairment of investment in joint venture (25 327) - Impairment of goodwill (16 545) (4 254) Impairment of loans (2 453) - Loss on disposal of CallForce Direct (Pty) Ltd (424) - Gain on disposal of Dialogue South Africa (Pty) Ltd 65 693 - Share of profit from joint venture 33 155 5 172 Segment profit/ (loss) before income tax 53 040 (12 172) Income tax 353 397 Loss for the period 53 393 (11 775) Total - Discontinued operations Total external revenues 283 888 337 809 Intersegment revenues - 6 179 Segment profit/ (loss) before interest, depreciation, income tax and impairments 53 438 (35 421) Finance expense (2 693) (3 632) Finance income 894 1 349 Depreciation of property, plant and equipment (24 869) (28 457) Amortisation of intangibles (1 700) (2 312) Impairment of investment in joint venture (25 327) - Impairment of goodwill (16 545) (4 254) Impairment of loans (2 453) - Impairment of property, plant and equipment - (6 124) Loss on disposal of CallForce Direct (Pty) Ltd (424) - Gain on disposal of Dialogue South Africa (Pty) Ltd 65 693 - Share of profit from joint venture 33 155 5 172 Share of loss from associate (350) (614) Segment profit/ (loss) before income tax 78 819 (74 293) Income tax (9 329) (8 571) Profit/ (loss) for the period 69 490 (82 864) Continuing operations - Head office Total external revenues - - Intersegment revenues - 3 Segment loss before interest, depreciation, income tax and impairments (9 063) (14 201) Finance expense (523) (344) Finance income 1 711 4 694 Dividends received 9 415 - Depreciation of property, plant and equipment (10) (13) Amortisation of intangibles (2) (3) Impairment of investments 3 897 (4 254) Impairment of loans (3 317) (20 286) Loss on disposal of CallForce Direct (Pty) Ltd (3 461) - Segment loss before income tax (1 353) (34 407) Income tax 299 (1 332) Loss for the period (1 054) (35 739) Adjustments and eliminations Total external revenues - - Intersegment revenues - (3) Segment (loss)/ profit before interest, depreciation, income tax and impairments (5 106) 5 103 Finance expense 522 344 Finance income (722) (3 307) Dividends received (9 415) - Impairment of investments (3 897) 4 254 Impairment of loans 3 317 20 286 Loss on disposal of CallForce Direct (Pty) Ltd 3 461 - Segment loss before income tax (11 840) 26 680 Income tax - - (Loss)/ profit for the period (11 840) 26 680 Total - Continuing operations Total external revenues - - Intersegment revenues - - Segment loss before interest, depreciation, income tax and impairments (14 169) (9 098) Finance expense (1) - Finance income 989 1 387 Depreciation of property, plant and equipment (10) (13) Amortisation of intangibles (2) (3) Segment loss before income tax (13 193) (7 727) Income tax 299 (1 332) Loss for the period (12 894) (9 059) Segment assets: Audited Audited As at As at 31 Dec 31 Dec
R`000 2010 2009 Contact centre - Cape Town - 10 090 Contact centre - Durban 15 069 18 026 Business continuity 120 606 124 199 Staffing - 23 569 Head office - 108 211 Adjustments and eliminations 32 512 (46 992) Total 168 187 237 103 Head office 101 747 - Adjustments and eliminations (85 250) - Total continuing operations 16 497 - Segment liabilities: Audited Audited As at As at 31 Dec 31 Dec R`000 2010 2009 Contact centre - Cape Town - 103 836 Contact centre - Durban 5 060 6 038 Business continuity 61 154 67 717 Staffing - 17 664 Head office - 17 753 Adjustments and eliminations 721 (40 633) Total 66 935 172 375 Head office 12 342 - Adjustments and eliminations (5 320) - Total continuing operations 7 022 - Investment in associate: Audited Audited
As at As at 31 Dec 31 Dec R`000 2010 2009 Business continuity 4 548 4 890 Investment in joint venture: Audited Audited As at As at 31 Dec 31 Dec
R`000 2010 2009 Head office 42 204 34 375 Additions to property, plant and equipment: Audited Audited
As at As at 31 Dec 31 Dec R`000 2010 2009 Contact centre - Cape Town 49 2 536 Contact centre - Durban 111 56 Business continuity 14 007 15 568 Staffing 100 142 Head office - 15 Adjustments and eliminations - - Total 14 267 18 317 Head office 8 - Adjustments and eliminations - - Total continuing operations 8 - Geographic information: Revenues from external Non-current
Discontinued operations customers assets R`000 2010 Botswana 6 320 702 Mozambique 2 308 4 877 South Africa 275 260 127 722 Total 283 888 133 301 Revenues from
external Non-current Continiung operations customers assets R`000 2010 Botswana - - Mozambique - - South Africa - 34 Total - 34 Revenues from external Non-current customers - assets discontinued
operations R`000 2009 United Kingdom 8 122 - Botswana 6 130 2 126 Mozambique 2 772 4 695 United States 3 - South Africa 320 780 158 712 Total 337 809 165 533 Headline earnings per share: Audited Audited Year ended Year ended
Continuing operations 31 Dec 31 Dec R`000 2010 2009 Headline loss reconciliation Net loss attributable to equity holders of the group (12 894) (9 059) Headline loss per share (cents) Weighted in issue (4.3) (3.0) Fully diluted (4.3) (3.0) Discontinued operations Headline earnings/ (loss) reconciliation Net loss attributable to equity holders of the group 61 997 (87 439) Impairment of goodwill 16 545 4 254 Impairment of investment in joint venture 25 327 - Impairment of property, plant and equipment - 6 124 Gain on disposal of Dialogue South Africa (Pty) Ltd (65 693) - Loss on disposal of CallForce Direct (Pty) Ltd 424 - Loss/ (profit) on disposal of property, plant and equipment 204 (55) Headline earnings/ (loss) 38 804 (77 116) Headline earnings/ (loss) per share (cents) Weighted in issue 13.0 (25.8) Fully diluted 13.0 (25.8) Number of shares Total 299 075 299 075 Weighted in issue 299 075 299 075 Fully diluted 299 075 299 075 Directorate and administration P.A. Watt (Chairman)*, A.C. Farthing (CEO)#, A.T. Kretzmann(Financial Director), J.J. Drew*#, A. Khumalo*, K.R Mangena*, G. Mkhari* S.J.H. Rodger*# *Non-executive Independent #British Company secretary: L.C. Marran Registered address: KPMG Services (Proprietary) Limited, KPMG Crescent, 85 Empire Road, Parktown, 2193 (PO Box 1586, Rivonia, 2128) Transfer secretaries: Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Designated advisor: PSG Capital (Proprietary) 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: 31/03/2011 15:51:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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