TIDMCDOG

RNS Number : 5975R

CDialogues PLC

15 September 2014

15 September 2014

CDialogues plc

("CDialogues" or the "Company")

Interim Results for the six months ended 30 June 2014

CDialogues plc (AIM: CDOG), the provider of mobile marketing solutions to Mobile Network Operators ("MNOs"), is pleased to announce its unaudited interim results for the six months ended 30 June 2014.

Financial highlights

   --      Revenues up 106% to EUR4.05m (1H 2013: EUR1.96m) 

o Subscription revenues accounted for 79% of total revenues (1H 2013: 80%)

   --      EBITDA up 104% to EUR1.44m (1H 2013: EUR0.70m) 
   --      Profit before tax up 111% to EUR1.29m (1H 2013: EUR0.61m) 
   --      Earnings per share up 114% to EUR0.227(1H 2013: EUR0.106) 

-- Free cash flow (excluding one-off items relating to AIM listing) at EUR 0.47m (1H 2013: EUR0.51m)

   --      Net cash as of 30 June 2014 of EUR1.75m (FY 2013: EUR0.64m) 

Operational highlights

   --      Successful admission to trading on AIM on 27 June 2014 

-- Four new campaigns launched during May, July and August, significantly diversifying revenues

-- As a result, the Company currently operates large scale mobile marketing campaigns for six MNOs across three countries in the Middle East

   --      The total mobile subscriber base is now 31 million customers (31 March 2014: 15 million) 

George Karakovounis, Vice Chairman and CFO, commented: "The first half of the current year, has been a very busy period for CDialogues. The Company completed its AIM listing, delivered strong financial results with significant growth in both revenue and profitability, while with the recent campaign launches continued to diversify its revenue sources. We look forward to building on the profitable performance achieved in the first half of the year"

Enquiries:

 
 CDialogues Plc          Tel: +30 (210) 630 0930 
  George Karakovounis 
  Pale Spanos 
----------------------  --------------------------- 
 Strand Hanson Limited   Tel: 020 7409 3494 
  Andrew Emmott 
  Rory Murphy 
----------------------  --------------------------- 
 Mirabaud LLP            Tel: 020 7321 2508 
  Peter Krens 
----------------------  --------------------------- 
 Walbrook PR Ltd         Tel: 020 7933 8780, 
  Paul Cornelius          cdialogues@walbrookpr.com 
  Nick Rome 
----------------------  --------------------------- 
 

CHIEF EXECUTIVE OFFICER REVIEW

We are pleased to report our financial results for the six months ended 30 June 2014. This was an extremely busy period for the Company during which we raised GBP1.25m and listed on AIM on 27 June 2014 in addition to achieving strong and profitable growth.

Since the Company's foundation in 2011, the focus has been on developing our proprietary algorithms and data analytics techniques, which enable MNOs to provide targeted loyalty and value added services to existing and new subscribers with the aim of reducing subscriber churn and increasing both customer numbers and Average Revenues per User ("ARPU"). The Middle East and North Africa provide huge scope for the Company to grow its subscriber-based model with MNOs relying on the advanced data analytics techniques and direct marketing linguistics approach offered by the Company.

During the first six months of the year the Company completed its transition from a private to a public entity while continuing to develop its offering and client base both in terms of numbers and geography.

Furthermore, during the period CDialogues continued to operate profitably and to maintain its low overhead structure, ensuring at the same time that it is well positioned to take advantage of the strong pipeline of new projects.

The linguistic engineering technology and subscripton-based revenue model, which differentiate the Company from its competitors, underpinned the strong growth achieved during the period and ensure that we are well placed to maintain that momentum.

I would like to thank our staff and shareholders for their continued support during this transformational period for the Company.

Outlook

Having launched one new campaign during the period, we have added another three campaigns since the period end, and the Company now operates large scale mobile marketing campaigns for six MNOs, addressing a total subscriber base of 31m customers, in three countries across the Middle East.

I look forward to building on the profitable performance achieved in the first half of the year as we develop our strong pipeline of opportunities and grow our geographical footprint. We see huge opportunity for growth in the Middle East and Africa where mobile device penetration and mobile network usage are growing rapidly.

We are confident that our solutions and subscription-based revenue model will underpin further profitable growth, enabling us to achieve full-year targets.

We are continuing to intensify our efforts to add more campaigns and further strengthen our position in the market by entering new territories with strong partnerships. Our existing campaigns continue to operate sucessfully and are regularly renewed and/or extended. In recent months, the launch of new campaigns has further diversified our client base and geographical footprint and we look forward to building on the momentum achieved to date.

Pale Spanos

Chief Executive Officer

CHIEF FINANCIAL OFFICER REVIEW

In the six month of the period ended 30 June 2014, CDialogues delivered a strong financial performance with substantial growth in both revenue and profitability. Importantly, in addition to the significant revenue growth, profit margins have been maintained. Our focus on reducing working capital and improving cash conversion resulted in strong positive cash flow generation, further strengthening the Company's balance sheet.

Revenues for the six months to 30 June increased 106% to EUR4.05m (1H 2013: EUR1.96m) as a result of the increasing number of campaigns the Company is currently operating.

Gross profit was up by 84% to EUR1.65m (1H 2013: EUR0.90m) representing a gross margin of 41% (1H 2013: 46%) due to increased costs of sales for some of the new campaigns now coming on stream.

EBITDA increased by 104% to EUR1.44m (1H 2013: EUR0.70m) due to strong cost control across the Company despite further investment in our sales and development functions to provide future scalability in the business. Operating profit, after depreciation and amortisation, increased by 105% during the period to EUR1.3m (1H 2013: EUR0.63m) resulting in a similar operating margin of 32% to last year (1H 2013: 32%).

Profit before tax increased by 111% to EUR1.29m (1H 2013: EUR0.61m) with a margin of 32% (1H 2013: 32%) while basic earnings per share grew by 114% to EUR0.23 (1H 2013: EUR0.11) despite the dilutive effects of the placing at IPO.

Operating cash flow remained strong ; net cash flows before changes in working capital increased by 104% to EUR1.44m (1H 2013: EUR0.70m) representing 100% of EBITDA. After taking into account working capital movements and cash flows used in investing activities, which comprise primarily investment in software development, Free Cash Flow (being net operating cash flows less net cash flows used in investing activities) was EUR0.47m (1H 2013: EUR0.51m and FY 2013:EUR0.59m), which illustrates the ability within the business to manage working capital requirements as the business expands.

Having raised GBP1.25m via a placing when we joined AIM in June, we are now focused on maintaining our strong levels of cash conversion as we expand into new territories and fund business development. Net cash as of 30 June 2014 was EUR1.75m (31.12.2013: EUR0.64m) and provides a firm foundation for further growth.

George Karakovounis

Vice Chairman & Chief Financial Officer

CDialogues Plc - Financial Statements in accordance with IFRS 30 June 2014

(Amounts in Euro, unless otherwise stated)

Unaudited consolidated statement of comprehensive income for the period ended 30 June 2014

 
                                                                                              Year ended 31 December 
                              Note   Period ended 30 June 2014   Period ended 30 June 2013             2013 
                             -----  --------------------------  --------------------------  -------------------------- 
 
 Revenue                                             4,048,286                   1,963,814                   4,584,375 
 Cost of sales                 5                   (2,403,225)                 (1,068,551)                 (2,537,641) 
                                    --------------------------  --------------------------  -------------------------- 
 Gross profit                                        1,645,061                     895,263                   2,046,734 
 
 Administrative expenses       5                     (116,650)                   (105,760)                   (232,211) 
 Selling and distribution 
  costs                        5                     (233,301)                   (159,127)                   (409,693) 
                                    --------------------------  --------------------------  -------------------------- 
 Operating profit                                    1,295,110                     630,376                   1,404,830 
 
 Finance income                                            638                           -                       1,110 
 Finance costs                                         (5,803)                    (17,923)                    (21,718) 
                                    --------------------------  --------------------------  -------------------------- 
 Profit before tax                                   1,289,945                     612,453                   1,384,222 
 
 Income tax expense            7                      (35,463)                    (28,983)                    (38,028) 
                                    --------------------------  --------------------------  -------------------------- 
 PROFIT FOR THE PERIOD                               1,254,482                     583,470                   1,346,194 
                                    ==========================  ==========================  ========================== 
 
 Other comprehensive 
 income: 
 Other comprehensive income 
 to be reclassified to 
 profit or loss in 
 subsequent periods: 
 
 Exchange differences on 
  translation of foreign 
  operations                                             7,693                           -                    (34,183) 
                                    --------------------------  --------------------------  -------------------------- 
                                                         7,693                           -                    (34,183) 
 Net other comprehensive 
  income to be reclassified 
  to profit or loss in 
  subsequent periods                                     7,693                           -                    (34,183) 
 
 Other comprehensive income 
 not to be reclassified to 
 profit or loss in 
 subsequent periods: 
 
 Unrecognized net Gain or 
  (Loss)                                                     -                           -                       2,177 
 Income tax effect                                           -                           4                       (562) 
                                    --------------------------  --------------------------  -------------------------- 
                                                             -                           4                       1,615 
 Net other comprehensive 
  income not to be 
  reclassified to profit or 
  loss in subsequent 
  periods                                                    -                           4                       1,615 
 
 Other comprehensive 
  income/ (loss) for the 
  period, net of tax                                     7,693                           4                    (32,568) 
                                    --------------------------  --------------------------  -------------------------- 
 
 Total comprehensive 
  income/ for the period, 
  net of tax                                         1,262,175                     583,474                   1,313,626 
                                    ==========================  ==========================  ========================== 
 
 Profit for the period 
 attributable to: 
 Equity holders of the 
  parent                                             1,254,482                     583,470                   1,346,194 
                                                     1,254,482                     583,470                   1,346,194 
                                    ==========================  ==========================  ========================== 
 
 Total comprehensive income 
 for the period, 
 attributable to: 
 Equity holders of the 
  parent                                             1,262,175                     583,474                   1,313,626 
                                                     1,262,175                     583,474                   1,313,626 
                                    ==========================  ==========================  ========================== 
 
 Net profit attributable to 
  ordinary equity holders 
  of the parent                                      1,254,482                     583,470                   1,346,194 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                                 5,529,851                   5,500,000                   5,500,000 
 Earnings per share basic      8                        0.2269                      0.1061                      0.2448 
                                    ==========================  ==========================  ========================== 
 

Unaudited consolidated statement of financial position as at 30 June 2014

 
                                                        Note   30 June 2014   30 June 2013   31 December 2013 
                                                       -----  -------------  -------------  ----------------- 
 ASSETS 
 Non-current Assets 
 Property, plant and equipment                           9           43,793         32,184             49,909 
 Intangible Assets                                       10         638,714        315,359            547,602 
 Deferred tax assets                                                 18,695          2,841             11,664 
 Trade and other receivables                             11           9,508          3,000              9,508 
                                                              -------------  -------------  ----------------- 
                                                                    710,710        353,384            618,683 
 Current Assets 
 Trade and other receivables                             11       2,069,183        357,515            975,435 
 Available for sale financial assets                                102,443        102,443            102,443 
 Cash and cash equivalents                                        1,752,480        600,375            643,717 
                                                              -------------  -------------  ----------------- 
                                                                  3,924,106      1,060,333          1,721,595 
 
 TOTAL ASSETS                                                     4,634,816      1,413,717          2,340,278 
                                                              =============  =============  ================= 
 
 EQUITY AND LIABILITIES 
 Equity attributable to equity holders of the parent 
 Issued share capital                                    12          24,213         15,000             15,000 
 Share premium                                           12         570,673              -                  - 
 Reserves                                                            95,679         93,743             93,743 
 Retained earnings                                                2,919,800        929,409          1,659,561 
                                                              -------------  -------------  ----------------- 
 Total Equity                                                     3,610,365      1,038,152          1,768,304 
                                                              -------------  -------------  ----------------- 
 
 Non-current liabilities 
 Employee benefit liability                                          13,514         12,498             11,808 
                                                              -------------  -------------  ----------------- 
                                                                     13,514         12,498             11,808 
 Current liabilities 
 Trade and other payables                                13         919,392        309,948            496,156 
 Income tax payable                                                  91,545         53,119             64,010 
                                                              -------------  -------------  ----------------- 
                                                                  1,010,937        363,067            560,166 
 
 Total liabilities                                                1,024,451        375,565            571,974 
                                                              -------------  -------------  ----------------- 
 TOTAL EQUITY AND LIABILITIES                                     4,634,816      1,413,717          2,340,278 
                                                              =============  =============  ================= 
 

Unaudited consolidated statement of changes in equity for the period ended 30 June 2014

 
                                  Ordinary Share Capital   Share premium   Reserves   Retained Earnings   Total equity 
                                 -----------------------  --------------  ---------  ------------------  ------------- 
 
 Balance at 1 January 2013                         5,000               -     90,230             349,448        444,678 
                                 =======================  ==============  =========  ==================  ============= 
 Profit for the period 
  unaudited                                            -                                        583,470        583,470 
 Other comprehensive 
  income/(loss)                                        -                                              4              4 
                                 -----------------------  --------------  ---------  ------------------  ------------- 
 Total comprehensive income                            -               -          -             583,474        583,474 
 Issue of share capital                           10,000                                                        10,000 
 Transfers to reserves                                                        3,513             (3,513)              - 
 Balance at 30 June 2013                          15,000               -     93,743             929,409      1,038,152 
                                 =======================  ==============  =========  ==================  ============= 
 Profit for the period 
  unaudited                                            -               -          -             762,724        762,724 
 Other comprehensive 
  income/(loss)                                        -               -          -            (32,572)       (32,572) 
                                 -----------------------  --------------  ---------  ------------------  ------------- 
 Total comprehensive income                            -               -          -             730,152        730,152 
 Balance at 31 December 2013                      15,000               -     93,743           1,659,561      1,768,304 
                                 =======================  ==============  =========  ==================  ============= 
 Profit for the period 
  unaudited                                            -               -          -           1,254,482      1,254,482 
 Other comprehensive 
  income/(loss)                                        -               -          -               7,693          7,693 
                                 -----------------------  --------------  ---------  ------------------  ------------- 
 Total comprehensive income                            -               -          -           1,262,175      1,262,175 
 Issue of share capital net of 
  issue cost                                       9,213         570,673          -                   -        579,886 
 Transfers to reserves                                 -               -      1,936             (1,936)              - 
 Balance at 30 June 2014                          24,213         570,673     95,679           2,919,800      3,610,365 
                                 =======================  ==============  =========  ==================  ============= 
 

Unaudited consolidated statement of cash flows for the period ended 30 June 2014

 
                                                                                              Year ended 31 December 
                              Note   Period ended 30 June 2014   Period ended 30 June 2013             2013 
                             -----  --------------------------  --------------------------  -------------------------- 
 Cash flows from Operating 
 Activities 
 Profit before tax                                   1,289,945                     612,453                   1,384,222 
 Adjustment to reconcile 
 profit before tax to net 
 cash flows 
 Non-cash items: 
  Depreciation of property, 
   plant and equipment         5                         8,207                       5,458                      13,216 
  Amortization of 
   intangible assets           5                       134,477                      67,683                     152,880 
  Interest income                                        (638)                           -                     (1,110) 
  Interest expense                                       5,803                      17,923                      21,718 
 Movements in provisions 
  and provisions for 
  employee benefits                                      1,706                       1,022                       2,509 
 Operating cash flows 
  before changes in working 
  capital                                            1,439,500                     704,539                   1,573,435 
 Working capital 
 adjustments: 
 (Increase) / Decrease in 
  trade and other accounts 
  receivable                                         (938,194)                     275,204                   (349,224) 
 Increase/(Decrease) in 
  trade and other accounts 
  payable                                              209,169                   (229,236)                    (43,028) 
  Income tax paid                                     (14,976)                     (1,485)                     (9,081) 
 Net cash flows from 
  operating activities                                 695,499                     749,022                   1,172,102 
                                    --------------------------  --------------------------  -------------------------- 
 
 Cash flows from investing 
 activities 
  Purchase of property, 
   plant and equipment                                 (2,091)                    (10,561)                    (36,043) 
  Purchase of intangible 
   assets                                            (225,589)                   (131,013)                   (448,454) 
  Interest received                                        638                           -                       1,110 
  Purchase of financial 
   instruments                                               -                   (102,443)                   (102,443) 
 Net cash flows used in 
  investing activities                               (227,042)                   (244,017)                   (585,830) 
                                    --------------------------  --------------------------  -------------------------- 
 
 Cash flows from financing 
 activities 
 Proceeds from the issuance 
  of share capital net of 
  issue costs                                          638,399                      10,000                      10,000 
 Interest paid                                         (5,803)                    (17,923)                    (21,718) 
                                    --------------------------  --------------------------  -------------------------- 
 Net cash flows from/(used 
  in) financing activities                             632,596                     (7,923)                    (11,718) 
                                    --------------------------  --------------------------  -------------------------- 
 
 Net increase in cash and 
  cash equivalents                                   1,101,053                     497,082                     574,554 
 Cash and cash equivalents 
  at beginning of year                                 643,717                     103,293                     103,293 
 Effect of exchange rates' 
  changes on flows and cash                              7,710                           -                    (34,130) 
                                    --------------------------  --------------------------  -------------------------- 
 Cash and cash equivalents 
  at end of the period                               1,752,480                     600,375                     643,717 
                                    ==========================  ==========================  ========================== 
 

Notes to the unaudited interim consolidated financial statements

   1.    Corporate information 

The financial statements have been prepared in accordance with International Financial Report Standards ("IFRS") as adopted by the European Union. The principal accounting policies, used in preparing the interim results are those the group expects to apply in its financial statements for the year ending 31 December 2014 and are unchanged from those disclosed in the AIM Admission Document.

The interim financial information has not been reviewed nor audited by the Company's auditors. The comparatives for the period ended 31 December 2013 are not the Company's full statutory accounts but have been compiled using the consolidated financial information of C Dialogues Plc. A copy of this consolidated financial information, which was prepared under IFRS, is available on the Company's website in the AIM Admission document.

The interim consolidated financial statements for the six months ended 30 June 2014 have been prepared in accordance with IAS 34, Interim Financial Reporting.

The operations of CDialogues Plc are not affected by seasonal variations.

The directors do not propose a dividend for the period.

The interim report for the 6 months ended 30 June 2014 was approved by the Directors on 12 September 2014.

   2.    Basis of preparation 

Basis of preparation and statement of compliance

The accompanying interim consolidated financial statements have been prepared under the historical cost convention except for investment property that has been measured at fair value. The Interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The Directors have assessed the Group to continue operating as a going concern and believe that the preparation of these financial statements on the going concern basis is appropriate.

The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial information for the year ended 31 December 2013 contained within the AIM Admission Document.

   3.    Changes in accounting policies and disclosures 

New and amended standards and interpretations

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2013, except for the adoption of new standards and interpretations as of 1 January 2014, noted below:

   --       IAS 28Investments in Associates and Joint Ventures (Revised) 

-- IAS 32 Financial Instruments: Presentation (Amended) - Offsetting Financial Assets and Financial Liabilities

   --       IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements 
   --       IFRS 11 Joint Arrangements 
   --       IFRS 12 Disclosures of Interests in Other Entities 

-- IAS 39 Financial Instruments (Amended): Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting

-- IAS 36 Impairment of Assets (Amended) - Recoverable Amount Disclosures for Non-Financial Assets

   --       IFRIC Interpretation 21: Levies 

IAS 28 Investments in Associates and Joint Ventures (Revised)

As a consequence of the new IFRS 11 Joint arrangements and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. This standard does not apply to the Group.

IAS 32 Financial Instruments: Presentation (Amended) - Offsetting Financial Assets and Financial Liabilities

The amendment is effective for annual periods beginning on or after 1 January 2014.These amendments clarify the meaning of "currently has a legally enforceable right to set-off". The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. This amendment has no impact in the accounting policies and the financial position or performance of the Group.

IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also addresses the issues raised in SIC-12 Consolidation - Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgment to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. IFRS 10 has no impact in the accounting policies and the financial position or performance of the Group.

IFRS 11 Joint Arrangements

IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities - Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. IFRS 11 has no impact in the accounting policies and the financial position or performance of the Group.

IFRS 12 Disclosures of Interests in Other Entities

IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. IFRS 12 has no impact in the accounting policies and the financial position or performance of the Group.

IAS 39 Financial Instruments (Amended): Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting

Under the amendment there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The IASB made a narrow-scope amendment to IAS 39 to permit the continuation of hedge accounting in certain circumstances in which the counterparty to a hedging instrument changes in order to achieve clearing for that instrument. This amendment has no impact in the accounting policies and the financial position or performance of the Group.

IAS 36 Impairment of Assets (Amended) - Recoverable Amount Disclosures for Non-Financial Assets

These amendments remove the unintended consequences of IFRS 13 on the disclosures required under IAS 36. In addition, these amendments require disclosure of the recoverable amounts for the assets or CGUs for which impairment loss has been recognised or reversed during the period. This amendment has no impact in the accounting policies and the financial position or performance of the Group.

IFRIC Interpretation 21: Levies

The Interpretations Committee was asked to consider how an entity should account for liabilities to pay levies imposed by governments, other than income taxes, in its financial statements. This Interpretation is an interpretation of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event (known as an obligating event). The Interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. IFRIC 21 has no impact in the accounting policies and the financial position or performance of the Group.

Standards issued but not yet effective and not early adopted

In addition to those standards and interpretations that have been disclosed in the financial statements for the year ended 31 December 2013, the following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year beginning 1 January 2014 and have not been early adopted from the Group:

-- IAS 16 Property, Plant & Equipment and IAS 38 Intangible assets (Amendment): Clarification of Acceptable Methods of Depreciation and Amortization

   --       IAS 16 Property, Plant & Equipment and IAS 41 Agriculture (Amendment): Bearer Plants 
   --       IAS 19 Defined Benefit Plans (Amended): Employee Contributions 

-- IFRS 9 Financial Instruments: Classification and Measurement and subsequent amendments to IFRS 9 and IFRS 7-Mandatory Effective Date and Transition Disclosures; Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39

-- IFRS 11 Joint arrangements (Amendment): Accounting for Acquisitions of Interests in Joint Operations

   --       IFRS 14 Regulatory Deferral Accounts 
   --       IFRS 15 Revenue from Contracts with Customers 

-- The IASB has issued the Annual Improvements to IFRSs 2010 - 2012 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 July 2014. These annual improvements have not yet been endorsed by the EU. Management estimates that those amendments will not affect the financial statements except from possible additional disclosures.

Ø IFRS 2 Share-based Payment

Ø IFRS 3 Business combinations

Ø IFRS 8 Operating Segments

Ø IFRS 13 Fair Value Measurement

Ø IAS 16 Property Plant & Equipment

Ø IAS 24 Related Party Disclosures

Ø IAS 38 Intangible Assets

-- The IASB has issued the Annual Improvements to IFRSs 2011 - 2013 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 July 2014. These annual improvements have not yet been endorsed by the EU. Management estimates that those amendments will not affect the financial statements except from possible additional disclosures.

Ø IFRS 3 Business Combinations

Ø IFRS 13 Fair Value Measurement

Ø IAS 40 Investment Properties

   4.    Operating segment information 

For the purpose of IFRS 8, the chief operating decision-maker ("CODM"), who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. The CDialogues Group is a provider of Mobile Marketing services. The Group's revenue and profit before taxation were all derived from its principal activity. Over 95% of revenues from the period were derived from external customers based in the Middle East which is considered as one geographical segment. Based on the above considerations, there is considered to be one reportable segment: mobile marketing services in the Middle East. Internal and external reporting is on a consolidated basis, with transactions between Group companies eliminated on consolidation. Therefore the financial information of the single segment is the same as that set out in the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated statement of cash flows.

   5.    Expenses by nature 
 
                                                                                              Year ended 31 December 
                              Note   Period ended 30 June 2014   Period ended 30 June 2013             2013 
                                    --------------------------  --------------------------  -------------------------- 
 Payroll and related costs     6                       153,000                     101,198                     202,637 
 Depreciation of property, 
  plant and equipment                                    8,207                       5,458                      13,216 
 Amortization of intangible 
  assets                                               134,477                      67,683                     152,880 
 Operating lease payments                               39,064                      45,269                      94,847 
 Cost of mobile marketing 
  projects                                           2,264,778                     938,108                   2,449,788 
 Connectivity & hosting 
  costs                                                 64,024                      52,177                     111,995 
 Auditors' remuneration                                  9,750                       9,200                      22,700 
 Traveling expenses                                     24,053                      33,479                      54,507 
 Net foreign exchange 
  differences                                            8,783                      24,697                       6,260 
 Other                                                  47,040                      56,169                      70,715 
 Total                                               2,753,176                   1,333,438                   3,179,545 
                                    --------------------------  --------------------------  -------------------------- 
 
   6.    Payroll and related costs 
 
                                   Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                                  --------------------------  --------------------------  ---------------------------- 
 Wages and salaries                                  160,975                     120,375                       252,574 
 Social security costs                                44,288                      32,994                        62,268 
 Pension costs                                         1,706                       1,022                         2,509 
 Less: Amounts transferred to 
  development cost                                  (53,969)                    (53,193)                     (114,714) 
 Total                                               153,000                     101,198                       202,637 
                                  --------------------------  --------------------------  ---------------------------- 
 
   7.    Income tax 

The amounts of income taxes which are reflected in the accompanying interim financial statements are analysed as follows:

 
                                   Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                                  --------------------------  --------------------------  ---------------------------- 
 Current income tax                                   42,511                      29,025                        47,512 
 Deferred income tax                                 (7,048)                        (42)                       (9,484) 
                                  --------------------------  --------------------------  ---------------------------- 
 Income tax in the income 
  statement                                           35,463                      28,983                        38,028 
                                  --------------------------  --------------------------  ---------------------------- 
 

The reconciliation of income taxes reflected in the statements of comprehensive income and the amount of income taxes determined by the application of the composite rate is as follows:

 
                                   Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                                  --------------------------  --------------------------  ---------------------------- 
 Profit before tax                                 1,289,945                     612,453                     1,384,222 
 At United Kingdom statutory 
  income tax rate of 20% (2013: 
  20%)                                             (257,989)                   (122,491)                     (276,844) 
 Income not subject to taxation                    (148,896)                    (55,905)                      (48,933) 
 Expenses non deductible for 
  taxation purposes                                    1,017                       1,613                        20,013 
 Tax losses for which no 
  deffered tax asset has been 
  recognised                                               -                         265                           283 
 Differences in tax rates                            441,331                     205,501                       342,280 
 10% additional charge                                     -                           -                           895 
 Defence contribution current 
  year                                                     -                           -                           334 
 Total                                                35,463                      28,983                        38,028 
                                  --------------------------  --------------------------  ---------------------------- 
 
   8.    Earnings per share 

Basic earnings per share amounts are calculated by dividing net profit for the reporting period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the respective period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

 
                                   Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                                  --------------------------  --------------------------  ---------------------------- 
 Net profit attributable to 
  ordinary equity holders of the 
  parent                                           1,254,482                     583,470                     1,346,194 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                               5,529,851                   5,500,000                     5,500,000 
 Earnings per share basic                             0.2269                      0.1061                        0.2448 
                                  --------------------------  --------------------------  ---------------------------- 
 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                               5,529,851                   5,500,000                     5,500,000 
 Effect on dilution: 
 Warrants                                              9,608                           -                             - 
                                  --------------------------  --------------------------  ---------------------------- 
                                                       9,608                           -                             - 
 Weighted average number of 
  ordinary shares adjusted for 
  the effect of dilution                           5,539,459                   5,500,000                     5,500,000 
                                  --------------------------  --------------------------  ---------------------------- 
 Earnings per share diluted                           0.2265                      0.1061                        0.2448 
                                  --------------------------  --------------------------  ---------------------------- 
 
   9.    Property plant and equipment 

Property plant and equipment in the accompanying interim financial statements of the Group are analysed as follows:

 
                                       Transportation assets   Furniture & other office equipment    Total 
                                      ----------------------  -----------------------------------  ------- 
 Cost 
 Balance at 1 January 2013                                 -                               37,888   37,888 
 Additions                                            22,500                               13,543   36,043 
 Balance at 31 December 2013                          22,500                               51,431   73,931 
                                      ----------------------  -----------------------------------  ------- 
 
 Balance at 1 January 2014                            22,500                               51,431   73,931 
 Additions                                                                                  2,091    2,091 
 Balance at 30 June 2014                              22,500                               53,522   76,022 
                                      ----------------------  -----------------------------------  ------- 
 
 Accumulated Depreciation 
 Balance at 1 January 2013                                 -                               10,806   10,806 
 Depreciation expense                                  1,688                               11,528   13,216 
 Balance at 31 December 2013                           1,688                               22,334   24,022 
                                      ----------------------  -----------------------------------  ------- 
 
 Balance at 1 January 2014                             1,688                               22,334   24,022 
 Depreciation expense                                  1,688                                6,519    8,207 
 Balance at 30 June 2014                               3,376                               28,853   32,229 
                                      ----------------------  -----------------------------------  ------- 
 
 Net book value at 1 January 2013                          -                               27,082   27,082 
                                      ----------------------  -----------------------------------  ------- 
 Net book value at 31 December 2013                   20,812                               29,097   49,909 
                                      ----------------------  -----------------------------------  ------- 
 Net book value at 30 June 2014                       19,124                               24,669   43,793 
                                      ----------------------  -----------------------------------  ------- 
 

10. Intangible assets

Intangible assets in the accompanying interim financial statements of the Group are analysed as follows:

 
                                       Purchased software   Software development cost     Total 
                                      -------------------  --------------------------  -------- 
 Cost 
 Balance at 1 January 2013                         62,950                     249,351   312,301 
 Additions                                        313,740                     134,714   448,454 
 Balance at 31 December 2013                      376,690                     384,065   760,755 
                                      -------------------  --------------------------  -------- 
 
 Balance at 1 January 2014                        376,690                     384,065   760,755 
 Additions                                        163,120                      62,469   225,589 
 Balance at 30 June 2014                          539,810                     446,534   986,344 
                                      -------------------  --------------------------  -------- 
 
 Accumulated amortization 
 Balance at 1 January 2013                          6,505                      53,768    60,273 
 Amortisation expense                              56,638                      96,242   152,880 
 Balance at 31 December 2013                       63,143                     150,010   213,153 
                                      -------------------  --------------------------  -------- 
 
 Balance at 1 January 2014                         63,143                     150,010   213,153 
 Amortisation expense                              71,804                      62,673   134,477 
 Balance at 30 June 2014                          134,947                     212,683   347,630 
                                      -------------------  --------------------------  -------- 
 
 Net book value at 1 January 2013                  56,445                     195,583   252,028 
                                      -------------------  --------------------------  -------- 
 Net book value at 31 December 2013               313,547                     234,055   547,602 
                                      -------------------  --------------------------  -------- 
 Net book value at 30 June 2014                   404,863                     233,851   638,714 
                                      -------------------  --------------------------  -------- 
 

11. Trade and other receivable

Trade and other receivable in the accompanying interim financial statements of the Group are analysed as follows:

 
                       Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                      --------------------------  --------------------------  ---------------------------- 
 Trade receivables                             -                           -                        17,486 
 V.A.T. receivable                       201,303                      42,975                        54,613 
 Accrued Income                        1,730,779                     312,142                       893,420 
 Prepaid expenses                        121,837                       2,398                         5,470 
 Other receivables                        24,772                       3,000                        13,954 
 Total                                 2,078,691                     360,515                       984,943 
                      --------------------------  --------------------------  ---------------------------- 
 
 Non current assets                        9,508                       3,000                         9,508 
 Current assets                        2,069,183                     357,515                       975,435 
                                       2,078,691                     360,515                       984,943 
                      --------------------------  --------------------------  ---------------------------- 
 

12. Share capital and share premium

The movement of the Company's share capital and share premium is analysed as follows:

 
 For the period ended 30 June 2014      No of shares   Share capital   Share premium   Total increase 
                                       -------------  --------------  --------------  --------------- 
 At 1 January 2014                            15,000          15,000               -           15,000 
 Bonus shares issued 11/06/2014               51,000               -               -                - 
 Share split on 11/06/2014                 5,500,000               -               -                - 
 Issued on 11/06/2014                        152,550           1,950               -            1,950 
 Issued on 27/06/2014                        588,000           7,263       1,532,780        1,540,043 
 Shares issue costs                                -               -       (962,107)        (962,107) 
 At 30 June 2014                           6,240,550          24,213         570,673          594,886 
                                       -------------  --------------  --------------  --------------- 
 
 For the year ended 31 December 2013    No of shares   Share capital   Share premium   Total increase 
                                       -------------  --------------  --------------  --------------- 
 At 1 January 2013                             5,000           5,000               -            5,000 
 Issued on 16/04/2013                         10,000          10,000               -           10,000 
 At 31 December 2013                          15,000          15,000               -           15,000 
                                       -------------  --------------  --------------  --------------- 
 

On 16 April 2013, pursuant to a written resolution of the Founders the 5,000 issued ordinary shares of EUR1.00 each were re-designated A Ordinary Shares of EUR1.00 each.

On 16 April 2013 10,000 A ordinary shares of EUR1.00 each were issued to the Founders.

On 11 June 2014, pursuant to written resolutions of the Founders:

-- each of the issued existing A ordinary shares of EUR1.00 in the capital of the Company was redesignated as an ordinary share of EUR1.00 each;

-- the sum of EUR51,000 (being part of the Company's distributable reserves) was capitalised and appropriated as capital to the Founders and the Directors were to authorised to apply such sum in paying up in full 51,000 new ordinary shares in the Company (the "Bonus Shares") and to allot and issue such Bonus Shares, credited as fully paid up, to the Founders at the rate of 3.4 Bonus Shares for every 1 existing ordinary share of EUR1.00 each held by them;

-- the entire issued share capital of the Company was redenominated from Euros (EUR) to Pounds Sterling (GBP) at a then prevailing exchange rate of EUR 1.2 to GBP1

-- the issued existing ordinary shares of EUR1.00 in the capital of the Company were consolidated on the basis of 1 new ordinary share of GBP1.00 each in the capital of the Company for every 1.2 existing ordinary shares of EUR1.00 previously held; and each of the issued existing ordinary shares of GBP1.00 in the capital of the Company arising from the consolidation was subdivided into 100 new ordinary shares of GBP0.01 each in the capital of the Company for every 1 existing ordinary share of GBP1.00 previously held.

On 11 June 2014 152,550 ordinary shares of GBP0.01 each were allotted and fully paid in cash by certain employees and consultants of the Group.

On 27 June 2014, 588,000 ordinary shares of GBP0.01 each were allotted and fully paid in cash at a price of GBP2.12 resulting to total net increase of EUR579,886 (after transactions costs of EUR962,107).

13. Trade and other payables

Trade and other payable in the accompanying interim financial statements of the Group are analysed as follows:

 
                                   Period ended 30 June 2014   Period ended 30 June 2013   Year ended 31 December 2013 
                                  --------------------------  --------------------------  ---------------------------- 
 Trade payables                                      138,662                      13,622                       172,045 
 Accrued expenses                                    762,094                     280,756                       294,829 
 Social security and other taxes                      18,636                      14,070                        22,777 
 Other liabilities                                         -                       1,500                         6,505 
 Total                                               919,392                     309,948                       496,156 
                                  --------------------------  --------------------------  ---------------------------- 
 
 
 Short term                                          919,392                     309,948                       496,156 
 Long term                                                 -                           -                             - 
 Total                                               919,392                     309,948                       496,156 
                                  --------------------------  --------------------------  ---------------------------- 
 

14. Events after the reporting period

There were no events after the statement of financial position date of June 30, 2014, that relate to the Group, which can materially affect the understanding of those Financial Statements and should be reported or differentiate the amounts of published financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EAKNAFAXLEFF

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