CDOG.L Regulatory News (CDOG)

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 €4.05m (1H 2013: €1.96m)

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

· EBITDA up 104% to €1.44m (1H 2013: €0.70m)

· Profit before tax up 111% to €1.29m (1H 2013: €0.61m)

· Earnings per share up 114% to €0.227(1H 2013: €0.106)

· Free cash flow (excluding one-off items relating to AIM listing) at € 0.47m (1H 2013: €0.51m)

· Net cash as of 30 June 2014 of €1.75m (FY 2013: €0.64m)

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:

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 £1.25m 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 €4.05m (1H 2013: €1.96m) as a result of the increasing number of campaigns the Company is currently operating.

Gross profit was up by 84% to €1.65m (1H 2013: €0.90m) 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 €1.44m (1H 2013: €0.70m) 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 €1.3m (1H 2013: €0.63m) resulting in a similar operating margin of 32% to last year (1H 2013: 32%).

Profit before tax increased by 111% to €1.29m (1H 2013: €0.61m) with a margin of 32% (1H 2013: 32%) while basic earnings per share grew by 114% to €0.23 (1H 2013: €0.11) 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 €1.44m (1H 2013: €0.70m) 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 €0.47m (1H 2013: €0.51m and FY 2013:€0.59m), which illustrates the ability within the business to manage working capital requirements as the business expands.

Having raised £1.25m 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 €1.75m (31.12.2013: €0.64m) 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

Unaudited consolidated statement of financial position as at 30 June 2014

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

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

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

6. Payroll and related costs

7. Income tax

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

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:

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.

9. Property plant and equipment

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

10. Intangible assets

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

11. Trade and other receivable

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

12. Share capital and share premium

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

On 16 April 2013, pursuant to a written resolution of the Founders the 5,000 issued ordinary shares of €1.00 each were re-designated A Ordinary Shares of €1.00 each.

On 16 April 2013 10,000 A ordinary shares of €1.00 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 €1.00 in the capital of the Company was redesignated as an ordinary share of €1.00 each;

· the sum of €51,000 (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 €1.00 each held by them;

· the entire issued share capital of the Company was redenominated from Euros (€) to Pounds Sterling (£) at a then prevailing exchange rate of € 1.2 to £1

· the issued existing ordinary shares of €1.00 in the capital of the Company were consolidated on the basis of 1 new ordinary share of £1.00 each in the capital of the Company for every 1.2 existing ordinary shares of €1.00 previously held; and each of the issued existing ordinary shares of £1.00 in the capital of the Company arising from the consolidation was subdivided into 100 new ordinary shares of £0.01 each in the capital of the Company for every 1 existing ordinary share of £1.00 previously held.

On 11 June 2014 152,550 ordinary shares of £0.01 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 £0.01 each were allotted and fully paid in cash at a price of £2.12 resulting to total net increase of €579,886 (after transactions costs of €962,107).

13. Trade and other payables

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

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.