CSFG.L Regulatory News (CSFG)

For immediate release 21 November 2014

CSF Group plc

("CSF" or "the Group")

HALF-YEAR RESULTS

For the Six Months Ended 30 September 2014

CSF Group plc (AIM: CSFG), a leading provider of data centre facilities and services in South East Asia and the largest provider of data centre services in Malaysia, today announces its unaudited half-yearly results for the six months ended 30 September 2014.

Financial highlights:

• Group revenue at RM47.5m (£8.9m*) (H1 2014: RM45.3m (£8.5m*)).

• Loss before tax significantly improved to RM6.4m (£1.2m*) compared to the loss before tax of RM88.7m** (£16.7m*) in H1 2014.

• EPS at loss of 4.13 sen (loss 0.78p*) per share (H1 2014: loss of 56.08 sen (loss 10.53p*) per share).

• Closing cash position as at 30 September 2014 remains robust at RM44.0m (£8.3m*) (31 March 2014: RM19.9m (£3.7m*)).

Operational highlights:

• Completed Block C fit-out works at CX5 and on track to receive the expected repayments on advances to the project owner for the development of CX5 before the end of December 2014.

• Continuing to pursue a pipeline of potential customers and marketing activities.

• Construction of the fibre optic network to connect all CSF data centres in progress and scheduled to be completed by the end of FY2015.

* The proforma balances in pounds Sterling are included solely for convenience. The proforma balances 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 2014 of RM5.3264 : £1.00. 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.

** Includes a provision for onerous leases of RM40.0m (£7.5m*) and a provision for doubtful debts on advances relating to joint venture activities that have been ceased of RM31.0m (£5.8m*). In the current financial period the latter did not recur. Based on management's latest forecasts, there has been a revision in the provision of onerous leases position, resulting in a net decrease of the provision of RM3.9m (£0.7m*).

For further information:

INTERIM CHAIRMAN'S STATEMENT

Overview of the current financial period

The Group continued to incur an operating loss for the current financial period as the CX5 data centre has not yet attained the optimum level of occupancy and the new tenancy contracts that were secured towards the end of the previous financial year only started to generate rental revenue in 2H FY2015.

Loss before tax for the financial period however improved significantly and amounted to RM6.4m (£1.2m*) compared to the loss before tax of the corresponding period of the previous financial year of RM88.7m (£16.7m*). This included the following non-recurring items: (i) provision for onerous leases of RM40.0m (£7.5m*) as a result of the uncertainty as to whether future revenues will be adequate to cover the lease rental and other operating costs of CX5; and (ii) a provision for doubtful debts relating to advances made to PT Cyber CSF, the Group's joint-venture in Jakarta, Indonesia of RM31.0m (£5.8m*).

As at 30 September 2014 the Group's has cash and cash equivalents of RM44.0m (£8.3m*) (31 March 2014: RM43.7m (£8.2m*)). In addition, the Group has approximately RM66.2m (£12.4m*) (31 March 2014: RM84.2m (£15.8m*)) tied up as working capital for the development of CX5 which will be collected progressively by the end of FY2015 in line with the completion of the sale Blocks C in November 2014.

Business strategy

As highlighted in the full year results announced in September 2014, the Group remains focused on filling the remaining capacity of its data centres. It has also undertaken a number of strategic initiatives to improve its financial performance. The management continues to implement and pursue these initiatives especially in regard to the proposal to the lessor of the CX1, CX2 and CX5 data centres to reduce the lease rental rates and the government grant application for partial reimbursement of qualifying capital expenditure. 

Given the need to conserve cash, the Board will continue to ensure that there is no significant cash outlay other than sums required to cover the committed lease rentals and other necessary operating overheads, subject to any further capital or operating expenditure that may be required in relation to tenancy contracts. In this regard, the Group commenced the construction of a fibre optic network to connect the Company's three data centre facilities in Cyberjaya, Malaysia which is due for completion in December 2014. Once completed, this enhanced data connectivity will significantly improve CSF's service offering for existing and potential customers.

Outlook

The Board believes that the key strategic initiatives that are being undertaken have positioned the business in the right direction and although these actions are still yet to bear fruit, the Board remains focused on these plans going forwards.

The Board and management team continue to follow-up on the key strategies and pursue the pipeline of potential customers and business alliances. An update will be made to shareholders on this progress in due course.

Dividends

The Board does not propose any payment of dividends in respect of the six months period ended 30 September 2014 (H1 2014: Nil).

Phil Cartmell

Chairman

CSF Group plc

* The proforma balances in pounds Sterling are included solely for convenience. The proforma balances 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 2014 of RM5.3264 : £1.00. 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 basic earnings per share ("EPS") of loss 4.13 sen (loss 0.78 p*) (H1 2014: loss 56.08 sen (loss 10.53 p*)).

Financial results

Revenue

Data centre rental revenue increased by 9.7% from RM30.5m (£5.7m*) in H1 2014 to RM33.5m (£6.3m*) in the six months under review, mainly due to new tenancy contracts secured for Block A of CX5 and CX2.

Revenue from the design and fit-out of data centre facilities decreased from RM9.9m (£1.9m*) in H1 2014 to RM8.8m (£1.7m*) mainly due to lower revenue recognised for the development of Block C of CX5. The total revenue derived from the fit-out works carried out at CX5 during the financial period amounted to RM3.8m (£0.7m*) (H1 2014: RM6.5m (£1.2m*)).

Gross (loss) / profit margin

The Group incurred a higher gross loss margin of 26.5% (H1 2014: gross loss margin of 14.6%) mainly due to the lease rental expenses on Block B of CX5 which commenced in April 2014. We expect the overall contribution of CX5 to improve progressively as the strategic initiatives take effect.

The gross profit margin on maintenance revenue was slightly lower at 57.4% (H1 2014: 63.3%) mainly due to a larger component of the maintenance revenue for the current financial period being attributable to higher cost of materials.

The lower gross profit margin on design and fit-out of data centre facilities of 11.9% (H1 2014: 16.1%) was mainly attributable to competitive pressure on the pricing of contracts secured.

Loss from operations

Loss from operations for the financial period amounted to RM2.5m (£0.5m*) (H1 2014 loss from operations: RM88.6m (£16.6m*)). The loss from operations was mainly attributable to the gross loss incurred on the data centre rental business as explained above, partially reduced by the gain on disposal of our investment in the joint venture of RM17.0m (£3.2m*). The higher loss from operations for H1 2014 was mainly attributable to: (i) the provision for onerous leases of RM40.0m (£7.5m*) as a result of the uncertainty as to whether future revenues will be adequate to cover the lease rental and other operating costs of CX5 over the course of the lease; and (ii) provision for bad debts on advances to PT Cyber CSF, the Group's former joint-venture in Jakarta, Indonesia of RM31.0m (£5.8m*). In the current financial period the latter did not recur and based on management's latest forecasts, there has been a revision in the provision of onerous leases position, resulting in a net decrease of RM3.9m (£0.7m*).

Cash and working capital

As at 30 September 2014 the Group had cash and cash equivalents of RM44.0m (£8.3m*). The Group incurred a lower net operating cash outflow of RM2.7m (£0.5m*) compared to a net operating cash outflow of RM14.4m (£2.7m*) in H1 2014 mainly due better management of collections and payments.

The net cash flow generated from investing activities of RM26.1m (£4.9m*) was mainly due to the repayment of advances by IDCB of RM20.0m (£3.8m*) in line with the completion of the sale of Block B of CX5 and the net proceeds received from the disposal of investment in PT Cyber CSF of RM8.9m (£1.7m*), partially offset by the utilisation of RM3.3m (£0.6m*) to purchase additional plant and equipment.

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 42 to 44 of the Group's Annual Report for the year ended 31 March 2014 remain valid for the six months ended 30 September 2014 except for the recoverability of the amounts owing from PT Cyber CSF which is no longer applicable following the completion of the disposal of investment in PT Cyber CSF in May 2014.

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 proforma balances in pounds Sterling are included solely for convenience. The proforma balances 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 2014 of RM5.3264 : £1.00. 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 COMPREHENSIVE INCOME

For the 6 months ended 30 September 2014

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2014

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2014

CONDENSED CONSOLIDATED CASH FLOW STATEMENTFor the 6 months ended 30 September 2014

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 6 months ended 30 September 2014

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 6 months ended 30 September 2014

Notes 1 to 14 form an integral part of the condensed consolidated interim financial results.

1. General information

The Company is incorporated in Jersey as a public par value company limited by shares under the laws of Jersey. The registered address of the Company is Ordnance House, 31 Pier Road, St Helier, Jersey.

The Company has its primary listing on AIM, a market operated by the London Stock Exchange.

These condensed consolidated interim financial results were approved for issue by the Board of Directors on 21 November 2014 and are unaudited.

The financial information contained in the interim report also does not constitute statutory accounts. The financial information for the year ended 31 March 2014 is based on the statutory accounts for the year ended 31 March 2014, which were approved by the Board of Directors on 26 September 2014 and will be delivered to the Jersey Registrar of Companies in November 2014. The auditor reported on those accounts was unqualified and did contain an emphasis of matter as described below.

In forming their opinion on the financial statements, which was not qualified, the auditors considered the adequacy of the disclosure made in the financial statements concerning the Group's ability to continue as a going concern and the basis of calculation of the onerous lease provision.

(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 2014, which have been prepared in accordance with IFRSs as adopted by the European Union.

(ii) Proforma

The proforma balances in pounds Sterling are included solely for convenience. The proforma balances 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 2014 of RM5.3264 : £1.00 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 2014, 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 Directors have prepared financial projections, including cash flows, for a period up to 31 March 2017. 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 positive progress that is already being made in restructuring the business and the heightened focus on cash management;

• The existing cash reserves of the business, and the fact that the Group has low levels of bank borrowings;

• 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;

• The Group has already secured new tenants for part of CX5 and is in active discussions with a number of other potential tenants to secure an adequate level of occupancy;

• Due to changes in the data centre rental market, current market rentals rates have declined. In this regard, the Group is in active negotiations to restructure the operating lease payments, and is confident that the restructuring will be successful;

• The Group received significant cash receipts of RM20.0 million upon the completion of blocks B of CX5 in April 2014 and is to due to receive additional significant cash receipts of RM49.7 million on the completion of block C of CX5, which is expected to complete before the end of FY2015. This will provide a short term increase in cash reserves, however will increase the level of lease rental payments. Such receipts are governed by legal agreements between the Group, the developer and the freeholder;

• The proceeds received from disposal of the investment in PT Cyber CSF in May 2014;

• The funding requirements of existing and proposed new ventures and/or projects.

1. General information (Cont'd)

(v) Going concern (Cont'd)

Given prevailing market conditions and the current levels of occupancy in the Group's data centres, 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. Furthermore, the financial projections show that the Group needs to complete negotiations to reduce the level of lease rental commitments in order to have a sustainable business model and that the cash receipts from IDCB are required to enable the Group to continue to operate within its existing facilities in the short term. The directors note that the receipt of proceeds for block C of CX5 is governed by existing contractual arrangements and that based on the current status of the development and discussions with the freeholder they have no reason to believe that the receipt of proceeds will be subject to significant delay or other issue. The directors believe that they will be successful in negotiating a lease rental reduction and therefore reducing the cost base of the Group to a sustainable level, and that such rental reduction can be achieved without other adverse impacts on the Group. On this basis they continue to adopt the going concern basis. However, there is inherent uncertainty around the timing, amount and other impacts of any lease rental reduction, which is considered to represent a material uncertainty that may cast significant doubt over the Group's ability to continue as a going concern and, therefore, the Group may be unable to realize its assets and discharge its liabilities in the normal course of business.

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 half-yearly information for the six months ended 30 September 2014. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

2. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March each year. 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.

2. Basis of consolidation (Cont'd)

Under the purchase method of accounting, the cost of an acquisition is measured as the aggregate of the fair values of the assets acquired, liabilities incurred or assumed and equity instruments issued at the date of exchange. The excess of acquisition cost over the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill, while the shortfall is immediately credited to the consolidated income statement.

Goodwill is reviewed annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

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 design and development 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 and 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 sales invoiced exceed the value 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. Interest in joint venture

A joint venture is a contractual arrangement whereby two or more parties undertake an economy activity that is subject to joint control.

The results and assets and liabilities of joint venture are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the joint venture until the date the Group ceases to have joint control over the joint venture.

When the Group's share of losses of a joint venture exceeds the Group's interest in that joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

When a Group entity transacts with its joint venture, profits and losses resulting from the transactions with the joint venture are recognised in the Group's consolidated financial statements only to the extent of interests in the joint venture that are not related to the Group.

5. Segment reporting

The 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, and the design and development of data centre.

5. Segment reporting (continued)

6. Joint venture

Share of loss after tax - joint venture

This represents the share of result of the Group's former investment in PT Cyber CSF, which is incorporated in Jakarta, Indonesia. The Group owned 49% of the equity interest in the entity.

The Group has reclassified the interest in joint venture to investment held for sale since 24 March 2014 after the Group had entered into an agreement with a third party to dispose of its entire interest in PT Cyber CSF. On 22 May 2014, the Group completed the disposal of its entire interest in PT Cyber CSF including the settlement of the net receivable owed by PT Cyber CSF to the Group for a net consideration USD2,732,483 (RM8,921,284).

Gain on disposal of joint venture

The gain on disposal of joint venture is as follow:

* Sale proceed USD1 on the disposal of joint venture

Allowance for doubtful debts

The allowance of RM31,000,000 in H1 2014 pertained to amounts owing by PT Cyber CSF, Indonesia.

7. Onerous leases

The Group's business model is to lease data centres and committed 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 provision of onerous leases in the financial statements represents the present value of the future lease payments that the Group is presently obliged to make under non-cancellable operating lease contracts, less revenue expected to be earned on the lease. The estimate may vary as a result of changes in the utilisation of the data centres. The unexpired terms of the leases range from 8 to 10 years.

The onerous lease provision included in long term liabilities has been calculated on the assumption that the Group will agree a reduction in ongoing lease rental costs in respect of certain of its data centres. Whilst the directors expect such a lease rental reduction to be successfully negotiated, there is no legal agreement in place as at the date of approval of these financial statements, and it is inherently uncertain whether such a legal agreement will be achieved. If such an agreement is not reached then the onerous lease provision would be increased from RM62.5 million to RM165.7 million. This is a significant judgement which is considered to represent a material uncertainty.

8. Earnings per share

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

The number of ordinary shares for diluted earnings per share is the weighted average number of ordinary shares of CSF Group plc that would have been in issue. The calculation of the diluted earnings per share does not assume conversion, exercise or other issue of potential ordinary shares that would increase the net profit or decrease the net loss per share. As the Group is currently in a loss making position than the inclusion of potential ordinary shares associated with share options in the diluted loss per share calculation would serve to decrease the net loss per share. On that basis, no adjustment has been made for diluted loss per share.

9. Other receivable (current)

As at 30 September 2014 the Group advances to Integrated DC Builders Sdn Bhd ("IDCB"), the developer of the CX5 data centre, remained at RM27.9m (31 March 2014: RM47.9m). The loan to IDCB is unsecured and interest free and repayable upon the completion and sale of block C of the CX5 data centre by IDCB.

During this period, the Group received RM20 million in line with the completion of block B of CX5.

10. Note to the cash flow statement

11. Cash and cash equivalents

12. Dividend

The Board does not propose any payment of dividends in respect of the six months period to 30 September 2014 (H1 2014: Nil).

13. Contingencies 

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

14. Commitment

The Group committed to provide a loan of up to RM80,000,000 to IDCB for development of the CX5 data centre. Up to 30 Sept 2014, the Group has provided a total loan of RM77,970,000 to IDCB, out of which RM50,033,000 has been repaid to the Group.

-ends-