TIDMCSFG

RNS Number : 6126I

CSF Group PLC

27 November 2018

27 November 2018

CSF Group plc

("CSF" or "the Group")

HALF-YEAR RESULTS

For the six months ended 30 September 2018

CSF Group plc (AIM: CSFG), a provider of data centre facilities and services in South East Asia, today announces its unaudited half-year results for the six months ended 30 September 2018.

Financial highlights:

   --       Group revenue of RM9.9m (GBP1.8m*) (H1 2018(#) : RM11.9m (GBP2.2m*)). 
   --       Gross profit margin of 34.8% (H1 2018(#) : gross profit margin of 45.1%). 

-- Loss before tax of RM1.2m (GBP0.2m*) (H1 2018(#) : profit before tax of RM2.0m (GBP0.4m*)).

-- Earnings per share: loss of 0.78 sen (0.15p*) per share (H1 2018(#) : earnings of 0.81 sen (0.15p*) per share).

-- Net cash generated from operating activities of RM3.0m (GBP0.6m*) (H1 2018(#) : net cash generated from operating activities of RM4.3m (GBP0.8m*)).

-- Closing unrestricted cash position as at 30 September 2018 of RM52.6m (GBP9.7m*) (31 March 2018: RM49.2m (GBP9.1m*)).

-- Net assets as at 30 September 2018 of RM56.8m (GBP10.5m*) (31 March 2018: RM58.1m (GBP10.7m*)).

Operational highlights:

-- Continuing to seek potential customers for the capacity at the Group's remaining data centres.

   --       Exploring value-added services to increase the Group's revenue stream. 
   --       Continuing to seek to improve operational efficiency. 

* The figures in pounds Sterling are included solely for convenience. The figures in pounds Sterling are stated, as a matter of arithmetical computation only, on the basis of all current and prior year balances being translated from Malaysian Ringgits into pounds Sterling at the rate prevailing on 30 September 2018 of RM5.4070 : GBP1.00. This translation should not be construed as meaning that the Malaysian Ringgit amounts actually represent, have been, or could be converted into the stated number of pounds Sterling.

   #       The 6-month financial period from 1 April 2017 to 30 September 2017. 

For further information:

 
 CSF Group plc 
  Phil Cartmell, Chairman                           +603 8311 9563 
 Allenby Capital Limited (Nominated Adviser 
  & Broker) 
  Nick Naylor / Alex Brearley                  +44 (0)20 3328 5656 
 

CHAIRMAN'S STATEMENT

Overview of the six months ended 30 September 2018

The Group's monthly revenue is still insufficient to cover its monthly operating overheads, and this has been exacerbated by intense competition and pricing pressure experienced by the maintenance and the design and development segments of the Group's business. The Board also notes that significant capital expenditure will be required for the replacement of aging equipment at the CX1 data centre and will continue to work closely with management in the careful planning and implementation of the Group's capital expenditure budget.

The Board will continue to support the efforts of management in implementing its stated business strategies for growing the rental revenue of the CX1 data centre, albeit limited by space and power capacity, growing the design and development and maintenance business, and identifying further cost reduction measures, with the objective of preserving the Group's financial resources.

The Group incurred a loss for the financial period of RM1.3m (GBP0.2m*) (H1 2018: profit of RM1.3m (GBP0.2m*)). The loss was mainly attributable to a net provision of allowance for doubtful debts of RM0.7m (GBP0.1m*) and the absence of dividend income of RM0.7m (GBP0.1m*) received in June 2017, in conjunction with the disposal of the Group's 20% equity interest in an associate in Vietnam which was completed during the financial year ended 31 March 2017.

As at 30 September 2018, the Group had cash and cash equivalents of RM52.6m (GBP9.7m*) (31 March 2018: RM49.2m (GBP9.1m*)). This represents the cash that is available to the Group, and excludes restricted cash items, such as fixed deposits pledged for banking facilities and deposits held on behalf of the Company's Employee Benefit Trust.

Current trading

As highlighted in the Group's results for the year ended 31 March 2018, which were announced in July 2018, the Group continues to follow-up on a number of key strategic initiatives and is pursuing a pipeline of potential customers and business alliances and remains focused on these plans going forward.

The Board and management have also undertaken a number of strategic initiatives to seek to improve the Group's cash reserves, secure new customers, create additional revenue streams and strive to improve operational efficiency.

The Board and management will continue to implement measures to reduce the burn rate of the Group's cash reserves. The Board will continue to ensure that there is no significant cash outlay other than the sums required to cover the committed lease rentals and other necessary operating overheads, subject to any further capital expenditure to replace ageing equipment or expenditure required to generate new revenue streams.

Outlook

The Board and management team remain focused in implementing the Group's key strategies, as outlined above, and on pursuing the pipeline of potential customers and business alliances.

Dividends

The Board does not propose any payment of dividends in respect of the six month period ended 30 September 2018.

Trading in the Company's shares on AIM

On 12 November 2018 the Company announced that, following its extraordinary general meeting held on 24 September 2018 and the resignation of Mr Phil Cartmell as the Company's Chairman and as a director with effect from the close of business on 31 December 2018, its nominated adviser, Allenby Capital Limited ("Allenby Capital"), gave the Company three months' notice of its resignation, pursuant to the nominated adviser agreement between the Company and Allenby Capital. As a consequence, Allenby Capital will cease to act as the Company's nominated adviser at the close of business on 31 December 2018. The Company also announced that it had recently met with a number of potential replacement nominated advisers, but was turned down by them for various reasons.

The board of CSF has been unable to make further progress on this matter since 12 November 2018 and, as a consequence, it now believes that it will not be possible for the Company to appoint a replacement nominated adviser before 31 December 2018. If the Company fails to appoint a replacement nominated adviser before the close of business on 31 December 2018, the Company's shares will be suspended from trading on AIM there afterwards. If, following such suspension, the Company fails to appoint a replacement nominated adviser within one month of the date that its shares are suspended from trading on AIM, the admission of the Company's shares to trading on AIM will be cancelled.

Phil Cartmell

Chairman

CSF Group plc

* The figures in pounds Sterling are included solely for convenience. The figures in pounds Sterling are stated, as a matter of arithmetical computation only, on the basis of all current and prior year balances being translated from Malaysian Ringgits into pounds Sterling at the rate prevailing on 30 September 2018 of RM5.4070 : GBP1.00. This translation should not be construed as meaning that the Malaysian Ringgit amounts actually represent, have been, or could be converted into the stated number of pounds Sterling.

CHIEF FINANCIAL OFFICER'S REVIEW

Introduction

The Group recorded a basic loss per share ("LPS") of 0.78 sen (0.15p*) (H1 2018: earnings of 0.81 sen (0.15p*)).

Financial results

 
                                                                              Proforma 
                                         6 months        6 months        6 months        6 months 
                                            ended           ended           ended           ended 
                                     30 September    30 September    30 September    30 September 
                                             2018            2017            2018            2017 
                                           RM'000          RM'000         GBP'000         GBP'000 
                                      (unaudited)     (unaudited)     (unaudited)     (unaudited) 
                                   --------------  --------------  --------------  -------------- 
 Group revenue from continuing 
  operations                                9,878          11,858           1,827           2,193 
                                   --------------  --------------  --------------  -------------- 
 Revenue from discontinued 
  operations                                    -          27,684               -           5,120 
                                   --------------  --------------  --------------  -------------- 
 Total Group revenue                        9,878          39,542           1,827           7,313 
                                   --------------  --------------  --------------  -------------- 
 Continuing Operations: 
                                   --------------  --------------  --------------  -------------- 
 Gross profit                               3,441           5,352             636             990 
                                   --------------  --------------  --------------  -------------- 
 Other operating income                        60             734              11             136 
                                   --------------  --------------  --------------  -------------- 
 Administrative expenses                  (4,978)         (4,878)           (920)           (902) 
                                   --------------  --------------  --------------  -------------- 
 Net allowance for doubtful 
  debts                                     (668)             257           (123)              48 
                                   --------------  --------------  --------------  -------------- 
 Operating (loss) / profit 
  from continuing operations              (2,145)           1,465           (396)             271 
                                   --------------  --------------  --------------  -------------- 
 Net finance income                           801             673             148             124 
                                   --------------  --------------  --------------  -------------- 
 Foreign exchange gain / 
  (loss)                                      185           (126)              34            (23) 
                                   --------------  --------------  --------------  -------------- 
 Profit before tax of continuing 
  operations                              (1,159)           2,012           (214)             372 
                                   --------------  --------------  --------------  -------------- 
 Tax                                         (97)           (712)            (18)           (132) 
                                   --------------  --------------  --------------  -------------- 
 (Loss) / Profit from continuing 
  operations                              (1,255)           1,300           (232)             240 
                                   --------------  --------------  --------------  -------------- 
 Discontinued Operations:                                                                       - 
                                   --------------  --------------  --------------  -------------- 
 Gross loss                                     -         (9,664)               -         (1,787) 
                                   --------------  --------------  --------------  -------------- 
 Other operating income                         -              36               -               7 
                                   --------------  --------------  --------------  -------------- 
 Administrative expenses                        -         (2,837)               -           (525) 
                                   --------------  --------------  --------------  -------------- 
 Allowance for doubtful 
  debts                                         -           (546)               -           (101) 
                                   --------------  --------------  --------------  -------------- 
 Provision for onerous leases                   -           3,140               -             581 
                                   --------------  --------------  --------------  -------------- 
 Operating (loss) / profit 
  from discontinued operations                  -         (9,871)               -         (1,826) 
                                   --------------  --------------  --------------  -------------- 
 Net finance cost                               -         (5,439)               -         (1,006) 
                                   --------------  --------------  --------------  -------------- 
 Loss from discontinued 
  operations                                    -        (15,310)               -         (2,832) 
                                   --------------  --------------  --------------  -------------- 
 Loss for the financial 
  period                                  (1,255)        (14,010)           (232)         (2,591) 
                                   --------------  --------------  --------------  -------------- 
 Foreign currency translation                (60)             102            (11)              19 
                                   --------------  --------------  --------------  -------------- 
 Total comprehensive loss 
  for the period                          (1,315)        (13,908)           (243)         (2,572) 
                                   --------------  --------------  --------------  -------------- 
 Basic EPS for continuing 
  operations                               (0.78)            0.81         (0.15)p           0.15p 
                                   --------------  --------------  --------------  -------------- 
 Basic LPS for discontinued 
  operations                                    -          (9.56)               -         (1.77)p 
                                   --------------  --------------  --------------  -------------- 
 Basic LPS for the Group                   (0.78)          (8.75)         (0.15)p         (1.62)p 
                                   --------------  --------------  --------------  -------------- 
 

Revenue

 
                                                                             Proforma 
                                        6 months        6 months        6 months        6 months 
                                           ended           ended           ended           ended 
                                    30 September    30 September    30 September    30 September 
                                            2018            2017            2018            2017 
                                          RM'000          RM'000         GBP'000         GBP'000 
                                     (unaudited)     (unaudited)     (unaudited)     (unaudited) 
                                  --------------  --------------  --------------  -------------- 
 Data centre rental 
  income 
   *    Continuing operations              5,907           6,063           1,093           1,121 
                                               -          27,684               -           5,120 
 
   *    Discontinued operations 
                                  --------------  --------------  --------------  -------------- 
 Total data centre 
  rental income                            5,907          33,747           1,093           6,241 
                                  --------------  --------------  --------------  -------------- 
 Maintenance income                        1,294           2,989             239             553 
                                  --------------  --------------  --------------  -------------- 
 Sub-total                                 7,201          36,736           1,332           6,794 
                                  --------------  --------------  --------------  -------------- 
 Design and fit-out 
  of data centre facilities                2,602           2,531             481             468 
                                  --------------  --------------  --------------  -------------- 
 Consultancy                                  75             275              14              51 
                                  --------------  --------------  --------------  -------------- 
 Total Group revenue                       9,878          39,542           1,827           7,313 
                                  --------------  --------------  --------------  -------------- 
 

Data centre rental revenue (from continuing operations) decreased by 2.6% from RM6.1m (GBP1.1m*) in H1 2018 to RM5.9m (GBP1.1m*) in the six months under review, mainly due to the reduction of the rental rate on the renewal of a tenancy contract with effect from 1 July 2018.

The decrease in maintenance revenue by RM1.7m (GBP0.3m*) was mainly attributable to the non-renewal of maintenance contracts by certain customers.

Gross profit / (loss) margin

In respect of continuing operations, the Group recorded a lower gross profit margin of 34.8% as compared to 45.1% in H1 2017, mainly due to lower data centre rental income from the CX1 data centre, and lower maintenance revenue as explained in "Revenue" above.

(Loss) / Profit from operations

The Group incurred an operating loss of RM2.1m (GBP0.4m*) compared to an operating profit of RM1.5m (GBP0.3m*) in the corresponding period, mainly due to the following factors:

   (i)      decrease in maintenance income by RM1.7m (GBP0.3m*); 

(ii) net increase in allowance for doubtful debts of RM0.67m (GBP0.12m*) as compared to a net decrease in allowance for doubtful debts of RM0.26m (GBP0.05m*), representing an adverse variance of RM0.93m (GBP0.17m*); and

(iii) dividend income of RM0.7m (GBP0.1m*) recorded in H1 2018, in conjunction with the disposal of the Group's 20% equity interest in an associate in Vietnam which was completed during the financial year ended 31 March 2017, which did not recur in the current period;

Cash and working capital

As at 30 September 2018 the Group had cash and cash equivalents (excluding fixed deposits pledged for banking facilities and deposits held on behalf of the Employee Benefit Trust) of RM52.6m (GBP9.7m*). The Group recorded net cash generated from operating activities of RM3.0m (GBP0.6m*) (H1 2018: RM4.2m (GBP0.8m*)), mainly due to the return of rental deposits in connection with the CX2 and CX5 data centres, amounting to RM9.07 (GBP1.7m*) million in May 2018, which was partly offset by the making of bonus payments to certain of the Company's executive directors, management and employees amounting to RM5.4 (GBP1.0m*) million in June 2018 (as announced on 24 July 2018).

Critical accounting judgment and key sources of estimation uncertainty

The areas of critical accounting judgment and key sources of estimation uncertainty as disclosed on pages 47 to 48 of the Group's Annual Report for the year ended 31 March 2018 remain valid for the six months ended 30 September 2018.

Going concern

These financial statements have been prepared on a going concern basis. The directors' consideration of going concern and the associated uncertainties are provided in Note 1.

Lee King Loon

Chief Financial Officer

CSF Group plc

* The figures in pounds Sterling are included solely for convenience. The figures in pounds Sterling are stated, as a matter of arithmetical computation only, on the basis of all current and prior year balances being translated from Malaysian Ringgits into pounds Sterling at the rate prevailing on 30 September 2018 of RM5.4070 : GBP1.00. This translation should not be construed as meaning that the Malaysian Ringgit amounts actually represent, have been, or could be converted into the stated number of pounds Sterling.

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the 6 months ended 30 September 2018

 
                                                                                         Proforma           Proforma 
                                                   6 months           6 months           6 months           6 months 
                                            to 30 September    to 30 September    to 30 September    to 30 September 
                                                       2018               2017               2018               2017 
                                    Note             RM'000             RM'000            GBP'000            GBP'000 
                                                (unaudited)        (unaudited)        (unaudited)        (unaudited) 
 
 Continuing operations: 
 Revenue                                              9,878             11,858              1,827              2,193 
 Cost of sales                                      (6,437)            (6,506)            (1,191)            (1,203) 
 
 Gross profit                                         3,441              5,352                636                990 
 Other operating income                                  60                734                 11                136 
 Administrative expenses                            (4,978)            (4,878)              (921)              (902) 
 Net allowance for doubtful 
  debts                                               (668)                257              (123)                 48 
 
   Total operating expenses                         (5,646)            (4,621)            (1,044)              (855) 
 
 Operating (loss) / profit                          (2,145)              1,465              (397)                271 
 
   Finance income                                       806                680                149                126 
 Finance costs                                          (5)                (7)                (1)                (1) 
 Foreign exchange gain 
  / (loss)                                              185              (126)                 34               (23) 
 
 (Loss) / Profit before 
  tax                                               (1,159)              2,012              (214)                372 
 Tax                                                   (97)              (712)               (18)              (132) 
 
  (Loss) / Profit from 
   continuing operations                            (1,255)              1,300              (232)                240 
 Loss from discontinued 
  operations                         6                    -           (15,310)                  -            (2,832) 
 
 Loss for the financial 
  period                                            (1,255)           (14,010)              (232)            (2,591) 
 
 Other comprehensive income 
  / (loss) 
 Foreign currency translation                          (60)                102               (11)                 19 
 
 Total comprehensive loss 
  for the period                                    (1,315)           (13,908)              (243)            (2,572) 
 
 Earnings per share for 
  continuing operations 
 
        *    Basic (sen)             7               (0.78)               0.81            (0.15)p              0.15p 
 
        *    Diluted (sen)           7               (0.78)               0.81            (0.15)p              0.15p 
 
 Loss per share for discontinued 
  operations 
 
        *    Basic (sen)             7                    -             (9.56)                  -            (1.77)p 
 
    *    Diluted (sen)               7                    -             (9.56)                  -            (1.77)p 
                                                                                -----------------  ----------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2018

 
                                   Note                                     Proforma      Proforma 
                                                  As at        As at           As at         As at 
                                           30 September     31 March    30 September      31 March 
                                                   2018         2018            2018          2018 
                                                 RM'000       RM'000         GBP'000       GBP'000 
                                            (unaudited)    (audited)     (unaudited)   (unaudited) 
  Non-current assets 
 Property, plant and equipment                    4,440        3,991             821           738 
 Other investments                                    9            9               2             2 
 Trade and other receivables                         40           40               7             7 
 Deferred tax asset                                 161          161              30            30 
 
                                                  4,649        4,201             860           777 
 
 Current assets 
 Inventories                                        199          277              37            51 
 Trade and other receivables                      7,041       17,698           1,302         3,273 
 Current tax assets                               1,787        1,341             330           248 
 Restricted cash                                  2,130        2,130             394           394 
 Cash and cash equivalents          9            52,595       49,184           9,727         9,096 
 
                                                 63,752       70,630          11,791        13,063 
 
 Total assets                                    68,401       74,831          12,650        13,840 
 
 Current liabilities 
 Trade and other payables                         8,719       14,403           1,612         2,664 
 Bank borrowings                                    723          339             133            63 
 
                                                  9,442       14,742           1,745         2,726 
 
  Non-current liabilities 
 Trade and other payables                         2,153        1,968             398           364 
 Onerous lease provision          5                   -            -               -             - 
 
                                                  2,153        1,968             398           364 
                                         --------------  -----------  --------------  ------------ 
  Total liabilities                              11,595       16,710           2,145         3,090 
                                         ==============  ===========  ==============  ============ 
 
 Net assets                                      56,806       58,121          10,507        10,749 
 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Cont'd)

As at 30 September 2018

 
                                 Note                                      Proforma      Proforma 
                                                 As at        As at           As at         As at 
                                          30 September     31 March    30 September      31 March 
                                                  2018         2018            2018          2018 
                                                RM'000       RM'000         GBP'000       GBP'000 
                                           (unaudited)    (audited)     (unaudited)   (unaudited) 
  Equity 
  Share capital                                 78,936       78,936          14,599        14,599 
  Share premium                                104,499      104,499          19,327        19,327 
  Shares held under Employee 
   Benefit Trust                               (2,300)      (2,300)           (425)         (425) 
  Other reserve                               (72,219)     (66,153)        (13,357)      (12,235) 
  Translation reserve                            (924)        (864)           (171)         (160) 
  Accumulated loss                            (51,186)     (55,997)         (9,466)      (10,356) 
 
 Total equity                                   56,806       58,121          10,507        10,749 
 
 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the 6 months ended 30 September 2018

 
                                                                 6 months        Proforma          Proforma 
                                                                    ended        6 months    6 months ended 
                                          6 months ended     30 September           ended      30 September 
                                            30 September             2017    30 September              2017 
                                                    2018           RM'000            2018           GBP'000 
                                                  RM'000                          GBP'000 
                                             (unaudited)      (unaudited)     (unaudited)       (unaudited) 
           Net cash generated from 
            operating activities (Note 
            9)                                     3,026            4,298             560               795 
 
 
  Investing activities 
  Interest received                                  806              838             149               155 
  Capital expenditure                              (806)          (2,541)           (149)             (470) 
 
  Net cash used in investing 
   activities                                          -          (1,703)               -             (315) 
 
  Financing activities 
  Borrowing from revolving 
   line of credit                                    385               60              71                11 
  Repayment of obligations 
   under finance leases                                -             (25)               -               (5) 
  Decrease / (increase) in 
   restricted cash                                     -            1,098               -               203 
  Repayment of borrowings                              -            (334)               -              (62) 
 
 
  Net cash generated from 
   financing activities                              385              799              71               148 
 
 
  Net increase / (decrease) 
   in cash and cash equivalents                    3,411            3,394             631               628 
  Cash and cash equivalents 
   classified under assets 
   held for sale (Note 8)                              -            (554)               -             (102) 
  Cash and cash equivalents 
   at beginning of financial 
   period (Note 10)                               49,157           57,998           9,091            10,726 
 
  Cash and cash equivalents 
   at end of financial period 
   (Note 10)                                      52,568           60,838           9,722            11,252 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 6 months ended 30 September 2018

 
                                                       Shares held under Employee Benefit Trust                    Accumulated loss     Translation 
                      Share capital   Share premium                                      RM'000   Other reserve              RM'000         reserve                 Total 
                             RM'000          RM'000                                 (unaudited)          RM'000         (unaudited)          RM'000                RM'000 
                        (unaudited)     (unaudited)                                                 (unaudited)                         (unaudited)           (unaudited) 
 
 
  At 1 April 2017            78,936         104,499                                     (2,300)        (66,153)           (168,964)         (1,246)              (55,228) 
  Loss for the 
   period                         -               -                                           -               -            (14,010)             102              (13,908) 
 
  At 30 September 
   2017                      78,936         104,499                                     (2,300)        (66,153)           (182,974)         (1,144)              (69,136) 
 
 
 
 
  At 1 April 2018                78,936    104,499    (2,300)    (66,153)              (55,997)    (864)    58,121 
 Realisation of other reserve 
  arising from the disposal 
  of a subsidiary                     -          -          -     (6,066)                 6,066        -         - 
  Loss for the period                 -          -          -           -               (1,255)     (60)   (1,315) 
 
  At 30 September 2018           78,936    104,499    (2,300)    (72,219)              (51,186)    (924)    56,806 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 6 months ended 30 September 2018

 
                                                        Shares held under Employee Benefit Trust                                         Translation 
                       Share capital   Share premium                                     GBP'000   Other reserve    Accumulated loss         reserve           Total 
                             GBP'000         GBP'000                                 (unaudited)         GBP'000             GBP'000         GBP'000         GBP'000 
                         (unaudited)     (unaudited)                                                 (unaudited)         (unaudited)     (unaudited)     (unaudited) 
  Proforma 
 
    At 1 April 2017           14,599          19,327                                       (425)        (12,235)            (31,249)           (230)        (10,214) 
  Loss for the 
   period                          -               -                                           -               -             (2,591)              19         (2,572) 
 
  At 30 September 
   2017                       14,599          19,327                                       (425)        (12,235)            (33,840)           (212)        (12,786) 
 
 
    At 1 April 2018           14,599          19,327    (425)                                       (12,235)        (10,356)                   (160)              10,749 
 Realisation of 
  other reserve 
  arising from the 
  disposal of a 
  subsidiary                       -               -                                           -         (1,122)               1,122               -                   - 
  Loss for the 
   period                          -               -                                           -               -               (232)            (11)               (243) 
 
  At 30 September 
   2018                       14,599          19,327                                       (425)    (13,357)        (9,466)                    (171)              10,507 
 
 
 

Notes 1 to 12 form an integral part of the condensed consolidated interim financial results.

   1.       General information 

This announcement of condensed consolidated interim financial results was approved for issue by the Board of Directors on 27 November 2018 and is unaudited.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. In July 2018, the Group published full financial statements for the year ended 31 March 2018 that comply with IFRSs, which were delivered to the Jersey Registrar of Companies in August 2018.

   (i)      Basis of preparation 

The annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated interim financial results have been prepared in accordance with the accounting policies the Group intends to use in preparing its next annual financial statements. The condensed consolidated interim financial results should be read in conjunction with the annual financial statements for the year ended 31 March 2018, which have been prepared in accordance with IFRSs as adopted by the European Union.

   (ii)      Sterling figures 

The figures in pounds Sterling are included solely for convenience. The figures in pounds Sterling are stated, as a matter of arithmetical computation only, on the basis of all current and prior year balances being translated from Malaysian Ringgits into pounds Sterling at the rate prevailing on 30 September 2018 of RM5.4070 : GBP1.00 This translation should not be construed as meaning that the Malaysian Ringgit amounts actually represent, have been or could be converted into the stated number of pounds Sterling.

   (iii)     Basis of accounting 

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 March 2018, as described in those financial statements.

Taxes on income in interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

   1.       General information (Cont'd) 
   (iv)     Forward-looking statements 

Certain statements in these condensed consolidated interim financial results are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

   (v)     Going concern 

The Group's business activities, together with the factors likely to affect the future development, performance and position are set out in the Chairman's Statement. The financial position of the Group, its cash flows and liquidity positions are described in the Chief Financial Officer's Review in the 2018 Annual Report. In addition, the notes to the annual financial statements for the year ended 31 March 2018 include statements regarding foreign currency risk management, interest rate risk management, credit risk management and liquidity risk management.

As at 30 September 2018, the Group's cash and cash equivalents excluding deposits held on behalf of the Employee Benefit Trust stand at RM52.6 million.

The Directors have prepared financial projections, including cash flows, for a period up to 30 September 2019. The projections include sensitivity testing to consider a reasonable worst case scenario. Based on these projections and taking into consideration the current financial position of the Group and future capital and lease commitments, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. In reaching this conclusion the directors have paid particular attention to the following factors:

-- The disposal of Bridge Data Centres Malaysia Sdn Bhd (formerly known as CSF CX Sdn Bhd) ("BDCM") has improved the Group's financial position due to the elimination of the net liabilities of BDCM and the elimination of the Group's obligations on the lease payable in respect of the CX2 and CX5 data centres;

-- The return of rental deposits in connection with the CX2 and CX5 data centres, amounting to RM9.07 million on 31 May 2018;

-- The existing cash reserves of the business, and the fact that the Group has low levels of bank borrowings with low financial covenants;

-- The Group's business model is to lease its data centres as opposed to outright ownership. As a result, the Group is committed to regular lease rental payments, which constitute a significant proportion of the Group's cost base. The Group therefore needs to achieve a certain level of tenant occupancy to cover the minimum lease and other costs of ownership of a given data centre;

   (v)     Going concern (Cont'd) 

-- Due to changes in the data centre rental market, current market rentals have declined. In this regard the Group are monitoring closely its costs and examining ways to improve the Group's operations and its procurement process, including working closely with its suppliers to reduce its overall costs;

-- The Group has completed the restructuring with the freeholder on the lease rental payments on CX1, with revised lease rental rates having commenced on 1 January 2016, whereby the lease rental payments shall be lower in the earlier years and progressively increasing thereafter; and

-- The capital expenditure requirements to replace ageing equipment and/or for generating new revenue streams.

Given prevailing market conditions, the Group is forecast to continue to make operating losses and have operating cash outflows. The Board is continuing to review the Group's business model with the aim of establishing sustainable profitable trading.

Notwithstanding the above and taking into consideration the current financial position, future capital and lease commitments of the Group, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements for the period ended 30 September 2018.

   2.      Basis of consolidation 

The condensed consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 September 2018. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes in fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value on non-controlling interest over the net identifiable assets acquired and liabilities assumed.

   3.      Revenue recognition and contract accounting 

Revenue represents amounts receivable for work carried out in the rental of data centre space (including reimbursement for electricity consumed by customers), design and development of data centre facilities, the maintenance of data centres and imputed interest on loans to data centre developers.

Revenue from contract works is recognised in the Consolidated Statement of Comprehensive Income based on the stage of completion which is determined based on the contract costs incurred for work performed to date in proportion to the estimated total contract costs.

Revenue on design and development activity is recognised over the period of the activity and in accordance with the underlying contract. Revenue is measured by reference to the fair value of consideration received or receivable from customers. Cost overspends on design and development are recognised as they arise and cost under-spends recognised when it is known with reasonable certainty, the final position of the relevant contract. Where design and development projects are in progress and where sales invoiced exceed the cost of work completed, the excess is shown as deferred income, within other financial assets. When it is probable that total fit-out costs will exceed contract revenue, the expected loss is recognised as an expense immediately.

Income from support and maintenance agreements and the rental of data centre space is recognised on a straight line basis over the period of the related activity. Data centre space is rented out under operating leases.

   4.      Segment reporting 

The Group's management regularly reviews segment information based on the key products and services provided to its customers; rental of data centre space, maintenance (including support of data centres), the design and development of data centre facilities, and consultancy services.

 
           6 months ended    Data centre                        Design and development of 
           30 September           rental                                     data centres   Consultancy   Consolidated 
           2018                   RM'000   Maintenance RM'000                      RM'000        RM'000         RM'000 
                             (unaudited)          (unaudited)                 (unaudited)   (unaudited)    (unaudited) 
 
 Revenue                           5,907                1,294                       2,602            75          9,878 
 Cost of Sales                   (5,214)                (702)                         (7)         (514)        (6,437) 
 
 Gross profit / (loss)               693                  592                       2,595         (439)          3,441 
 
 
 Other operating income               30                   30                           -             -             60 
 Provision for onerous                 -                    -                           -             -              - 
 leases 
 Administrative cost             (1,827)                (266)                       (170)          (53)        (2,316) 
 Allowance for doubtful 
  debts                            (611)                    -                        (57)             -          (668) 
 Write back of doubtful                -                    -                                         -              - 
 debts                                                                                  - 
           Staff costs             (837)                (175)                        (77)          (12)        (1,101) 
 Segment depreciation                  -                 (26)                           -             -           (26) 
 
 Segment result                  (3,245)                (436)                       (303)          (65)          (609) 
 
 Corporate costs                                                                                               (1,536) 
 Gain on foreign exchange                                                                                          185 
           Finance income                                                                                          806 
           Finance cost                                                                                            (5) 
 
            Loss before 
             tax                                                                                               (1,159) 
 Tax                                                                                                              (97) 
 
 Loss for the financial 
  period                                                                                                       (1,255) 
 Other comprehensive loss 
 Loss on foreign currency 
  translation                                                                                                     (60) 
                                                                                                         ------------- 
 Total comprehensive loss 
  for the financial period                                                                                     (1,315) 
                                                                                                         ============= 
 
    4.        Segment reporting (Cont'd) 
 
                                                                               Design and 
                                       Data centre                         development of 
           6 months ended                   rental         Maintenance       data centres   Consultancy   Consolidated 
            30 September 2017               RM'000              RM'000             RM'000        RM'000         RM'000 
                                       (unaudited)         (unaudited)        (unaudited)   (unaudited)    (unaudited) 
 
 Revenue                                     8,390               2,989                204           275         11,858 
 Cost of Sales                             (4,612)             (1,239)               (63)         (592)        (6,506) 
 
 Gross profit / (loss)                       3,778               1,750                141         (317)          5,352 
 
 
 Other operating income                         10                   -                724             -            734 
 Administrative cost                       (1,145)                 (4)                  5             -        (1,144) 
 Allowance for doubtful debts                    7                                      -             -              7 
 Write back of doubtful debts                    -                   -                250             -            250 
 Staff costs                                 (915)               (235)              (103)             -        (1,253) 
 Segment depreciation                          (7)                 (5)               (21)             -           (33) 
 
 Segment result                              1,728               1,506                996         (317)          3,913 
 
 Corporate costs                                                                                               (2,448) 
 Gain on foreign exchange                                                                                        (126) 
 Finance income                                                                                                    680 
 Finance cost                                                                                                      (7) 
                                                                                                          ____________ 
           Profit before tax                                                                                     2,012 
                                                                                                                 (712) 
            Tax 
                                                                                                          ____________ 
 
 Profit from continuing operations                                                                               1,300 
  Loss from discontinued operations                                                                           (15,310) 
                                                                                                         ------------- 
 Loss for the financial period                                                                                (14,010) 
 Other comprehensive income 
 Gain on foreign currency 
  translation                                                                                                      102 
                                                                                                         ------------- 
 Total comprehensive loss for the 
  financial period                                                                                            (13,908) 
                                                                                                         ============= 
 
 
   5.       Onerous lease provision 
 
                                                                As at        As at 
                                                         30 September     31 March 
                                                                 2018         2018 
            Movement in provision for onerous leases           RM'000       RM'000 
                                                          (unaudited)    (audited) 
         At start of financial period / year                        -     73,300 
                                                       --------------  --------- 
         Additional provision                                       -      5,590 
         Utilisation of provision                                   -    (8,730) 
                                                       --------------  --------- 
         Net (utilisation) / additional provision                   -      3,140 
         Unwinding of discount                                      -      4,220 
         Disposal of subsidiary                                     -   (74,380) 
 
         At end of financial period / year                          -            - 
 
 

The Group's business model is to lease data centres and commit to lease rentals and certain other costs of ownership. As such, the Group needs to achieve a certain level of rental income from tenants over the life of the data centre lease such that revenue received will exceed costs.

The onerous leases provision solely related to Bridge Data Centres Malaysia Sdn Bhd (formerly known as CSF CX Sdn Bhd) ("BDCM"), and was subsequently derecognised as a result of the disposal of BDCM.

   6.         Discontinued operations 
 
                                            6 months      6 months 
                                            ended 30      ended 30 
                                           September     September 
                                                2018          2017 
                                              RM'000        RM'000 
                                  Note   (unaudited)   (unaudited) 
 
 Revenue                                           -        27,684 
 Cost of sales                                     -      (37,348) 
 
 Gross loss                                        -       (9,664) 
 Other operating income                            -            36 
                                        ------------  ------------ 
 Administrative expenses                           -       (2,837) 
 Net allowance for doubtful 
  debts                                            -         (546) 
 Provision for onerous leases      5               -         3,140 
                                        ------------  ------------ 
 Total operating expenses                          -         (243) 
 
 Operating loss                                    -       (9,871) 
 Finance income                                    -           158 
                                        ------------  ------------ 
 Interest payable on bank 
  loans, overdraft and finance 
  leases                                           -       (1,377) 
 Unwinding of discounts 
  on provisions                                    -       (4,220) 
                                        ------------  ------------ 
 Finance cost                                      -       (5,597) 
 
 Loss for the period from 
  discontinued operations                          -      (15,310) 
 
 
 
 Net cash used in operating activities     -   (6,333) 
 Net cash used in investing activities     -     (717) 
 Net cash generated from financing 
  activities                               -       725 
 
 Decrease in cash and cash equivalents     -   (6,325) 
 
 

The results of the discontinued operations are in respect of Bridge Data Centres Malaysia Sdn Bhd (formerly known as CSF CX Sdn Bhd) ("BDCM"), which was previously a wholly-owned subsidiary of the Group. The Group completed the transfer of board and management control of BDCM during financial year ended 31 March 2018.

   7.       Loss per share 

The calculation for loss per share, based on the weighted average number of shares, is shown in the table below:

 
                                                 6 months        6 months 
                                                    ended           ended 
                                             30 September    30 September 
                                                     2018            2017 
                                              (unaudited)     (unaudited) 
 
 Net (loss) / profit from continuing 
  operations (RM'000)                             (1,255)           1,300 
 Net loss from discontinued operations 
  (RM'000)                                              -        (15,310) 
 
 Net loss for the financial period 
  after taxation attributable to members 
  (RM'000)                                        (1,255)        (14,010) 
 
 Weighted average number of ordinary 
  shares for basic earnings per share 
  ('000)                                          160,029         160,029 
 
 Weighted average number of ordinary 
  shares for diluted earnings per share 
  ('000)                                          160,029         160,029 
 
 

The number of ordinary shares for diluted earnings per share is the weighted average number of ordinary shares of CSF Group plc in issue.

   8.      Assets and liabilities classified as held for sale 
 
                                             As at 30             As at 
                                            September      30 September 
                                                 2018              2017 
                                               RM'000            RM'000 
                                          (unaudited)       (unaudited) 
 Assets classified as held for sale 
     Property, plant and equipment                   -           24,502 
     Trade and other receivables                     -           30,423 
     Restricted cash                                 -            9,178 
     Cash and cash equivalents                       -              554 
                                        --------------  --------------- 
 Total assets of subsidiary held for 
  sale                                               -           64,657 
                                        ==============  =============== 
 Liabilities directly associated with 
  assets classified as held for sale 
      Trade and other payables                       -          112,794 
      Provision for onerous leases                   -           74,380 
                                        --------------  --------------- 
 Total liabilities of subsidiary held 
  for sale                                           -          187,174 
                                        ==============  =============== 
 
 

The assets and liabilities classified as held for sale as at 30 September 2017 were in respect of Bridge Data Centres Malaysia Sdn Bhd (formerly known as CSF CX Sdn Bhd) ("BDCM"), which was previously a wholly-owned subsidiary of the Group. The Group has completed the disposal of BDCM pursuant to the Share Purchase Agreement (the "Share SPA") entered into between CSF International Limited ("CSFI"), a wholly-owned subsidiary of CSF Group Plc and BDC AssetCo Pte Ltd ("BAC", or the "Purchaser"), an investee company of Bain Capital Partners Asia Fund III and Bridge Data Centres (International) Pte Ltd, on 28 September 2017.

   9.         Note to the Cash Flow Statement 
 
                                                     6 months      6 months 
                                                     ended 30      ended 30 
                                                    September     September 
                                                         2018          2017 
                                                       RM'000        RM'000 
                                                  (unaudited)   (unaudited) 
 
 Loss for the financial period                        (1,255)      (14,010) 
 Adjustments for: 
 Allowance for doubtful debts                             668           539 
 Allowance for doubtful debts written back                  -         (250) 
 Depreciation of property, plant and equipment            385         2,737 
 Foreign currency translation                            (60)           102 
 Interest expense                                           5         5,604 
 Interest income                                        (806)         (838) 
 Gain on disposal of property, plant and                 (31)             - 
  equipment 
 Provision for onerous leases                               -       (3,140) 
 Tax                                                       97           712 
 
 Operating cash outflow before movements 
  in working capital                                    (995)       (8,544) 
 Decrease / (Increase) in inventories                      78          (52) 
 Decrease in receivables                                9,990         3,500 
 (Decrease) / Increase in payables                    (5,499)        10,260 
 
 Cash generated from operations                         3,574         5,164 
 Interest paid                                            (5)         (111) 
 Income taxes paid                                      (543)         (755) 
 
 Net cash generated from operating activities           3,026         4,298 
 
 
   10.     Cash and cash equivalents 
 
                                                                As at        As at 
                                                             31 March     31 March 
                                                                 2018         2017 
                                                               RM'000       RM'000 
                                                          (unaudited)    (audited) 
 
           Cash and cash equivalents- statement of 
            financial position                                 49,184       60,313 
           Deposit held on behalf of employee benefit 
           trust                                                 (27)      (2,315) 
                                                           __________   __________ 
           Cash and cash equivalents at beginning 
            of the financial period - cash flow                49,157       57,998 
 
 
 
 
                                                                 As at          As at 
                                                          30 September   30 September 
                                                                  2018           2017 
                                                                RM'000         RM'000 
                                                           (unaudited)    (unaudited) 
 
           Cash and cash equivalents- statement of 
            financial position                                  52,595         62,997 
           Deposit held on behalf of employee benefit 
           trust                                                  (27)        (2,159) 
                                                            __________      _________ 
           Cash and cash equivalents at the end of 
            the financial period - cash flow                    52,568         60,838 
 
 
 
   11.     Dividend 

The Board does not propose any payment of dividends in respect of the six month period to 30 September 2018 (H1 2018: Nil).

   12.     Contingencies 

The Group holds a number of guarantees with various banks in respect of banking facilities as follows:

 
                                        As at      As at 
                                 30 September   31 March 
                                         2018       2018 
                                       RM'000     RM'000 
                                  (unaudited)  (audited) 
 
           Banking guarantees           2,000      2,000 
 
 

-ends-

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END

IR UBOKRWUAAURA

(END) Dow Jones Newswires

November 27, 2018 04:58 ET (09:58 GMT)

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