TIDMNGR

RNS Number : 3612W

Nature Group PLC

31 July 2018

NATURE GROUP PLC

("Nature Group" or the "Company")

Posting of Annual Reports & Accounts

Nature Group PLC (the "Group") (AIM:NGR), the provider of port reception facilities and waste treatment solutions for the oil, marine and process industries, confirms that it has posted its Report and Accounts for the twelve months ended 31 December 2017 (the "Annual Report") to shareholders. The Annual Report can be downloaded from, Nature's website: www.ngrp.com.

Printed copies of the Annual Report can also be requested.

The adjourned Annual General Meeting in relation to Resolution 1 (to receive and consider the report of directors and the financial statements of teh Company) will be held at Nature Group, Torontostraat 20, 3197KN Rotterdam-Botlek, The Netherlands at 5pm CET on Tuesday 31st of July.

For further information:

Nature Group PLC

   Andreas Drenthen, CEO               Tel: + 31 653261484 
   Berend van Straten, Chairman     Tel: + 31 626805605 

Cenkos Securities plc

   Neil McDonald                             Tel: +44 (0)131 220 9771 / +44 (0)207 397 1953 
   Beth McKiernan                           Tel: +44 (0)131 220 9778 / +44 (0)207 397 1950 
   Pete Lynch                                  Tel: +44 (0)131 220 9772 

Nature Group is traded on the AIM market, (ticker: NGR). www.ngrp.com

Final Results for the Year ended 31 December 2017

Nature Group, (AIM: NGR), the provider of port reception facilities and waste treatment solutions for the oil, marine and process industries, announces its results for the year ended 31 December 2017.

2017 Financial Performance from Continuing Operations*

   --     Revenues decreased by 15% to GBP10.1 (2016: GBP11.9m) 
   --     Underlying loss before tax decreased to -GBP1.9 (2016: -GBP2.5m) 
   --     Underlying earnings per share ("EPS") of -2.6p (2016: -2.8p) 
   --     Year-end cash balances increased by GBP0.04m 

Chairman's statement

The year 2017 was supposed to be the turn-around year for Nature. Overhead costs had been reduced and the Company was well positioned with maritime operations in Rotterdam and Houston and Oil & Gas activities in both Aberdeen and Stavanger.

Unfortunately, the cash generated from the sale of our Gibraltar assets in January was insufficient to provide funds to invest in growth and cost saving opportunities. To this was added delays in securing new contracts in the Oil and Gas business, particularly in the UK sector in the North Sea, and delay in shutting down our operations in Portugal. The combination of these events resulted in significant losses in the first half of 2017 and meant we failed to deliver on the Board's promise to return to profitability in 2017. The Board could not ignore the consequences of this, as part of a determined drive to reduce overheads, the CEO and CFO left the Group in July, the Amsterdam office was closed and the Oil & Gas Division was identified for divestment.

Andreas Drenthen was re-instated as CEO and Rene Verbruggen joined the board and brought a wealth of experience and focus. Andreas Drenthen's revived attention to the Rotterdam operations yielded further improvements in profitability - more revenue was made in Rotterdam in the last 3 Months of the year than in the previous 9 Months.

The decision to sell the Oil and Gas operations was a difficult decision as the Group over the years had invested significant funds in the business and had built a reputation for superior technology and operational excellence. Negotiations have been entered into with a prospective purchaser but at this point it would be premature to indicate when a sale will be completed. Should the sale of the division not be completed soon, the Board is considering closing down the Stavanger and Aberdeen operations and selling the assets of the division to interested prospective buyers.

The Maritime operations in Rotterdam are showing continued strong performance in the first 6 Months of 2018 and it is expected that this trend will continue. Our operations in Houston are picking up and through the cooperation with Ramky it is expected that the road to profitability should be reached in 2019. In Oman, plans are being made to build a waste water treatment facility in the port of Sohar.

The need to match our overhead with a reduced base of business operations is forcing us to look very carefully at how we can mitigate some of the costs associated with being an AIM listed Company without losing the benefits. Looking forward the Board is therefore considering to de-list the Company as soon as the sale of the Oil & Gas division has been completed. Following this, the Board is considering to sell the remaining components if a market conform price can be achieved. This, and the release of the funds that are being kept in escrow in 2019, may maximize shareholder value, which will be paid out as dividend to our respective shareholders.

The Board would like to express their appreciation to the Nature employees and its affiliates for their commitment and loyalty during these uncertain times. Our employees have been working with the Board to make the necessary changes in our goal to restore the profitability of the Group. I want to thank our many shareholders for their patience, perseverance and trust during the difficult times we have had. We look forward to maximizing shareholder value during the remaining Months of this year.

Berend van Straten

Chairman of the Board

31 July 2017

Executive directors' statement

2017 has been another challenging year for the Nature Group. The continuing downturn in the Oil & Gas sector had a significant impact on our Divisional and Group financial performance. Within our Oil & Gas Division the number of offshore operations and projects declined as many offshore drilling operations were cancelled. This slowdown also had a knock on effect on the maritime operations in Houston which suffered from the revenue segment derived from offshore supply vessels operating in the Gulf.

The proceeds from the sale of our redundant site in Gibraltar at the beginning of 2017 was very welcome although this still did not give the Group the headroom it needed to adequately finance its operations. Frustratingly, a residual value of GBP694,500 is held in escrow until the beginning of 2019.

The board made the decision to generate additional funds from the identification of selective divestments. Nature's partner in the Middle East, Ramky, was looking to expand its activities in the USA. Having identified our Houston operation as fitting their objectives this led to Ramky acquiring a 50% shareholding in the second half of 2017.

The overall loss in revenues was significant, and although there are some signs of recovery in the oil price, this hasn't resulted in more drilling operations until the second quarter of 2018 and as such the outlook remains poor. The maritime operation in Houston is showing signs of revival, as the team has done an outstanding job by getting more maritime contracts than ever before. Volumes are rising and outlook for the coming year is promising. In Rotterdam volumes of vessel-and cargo-related liquid waste were stable. In 2017 we started collecting Annex V waste (solid/galley waste), as a new service to our customers, as there was only one company servicing the Rotterdam port. We started collecting with one barge and have managed to get more and more contracts to collect Annex V waste and in 2018 will start using a second, chartered, barge. Despite the start-up costs we managed to break-even this new service in 2017 and foresee a further growth and contribution to the bottom-line in 2018.

The operational and management changes we have made in the Maritime Division, particularly in Rotterdam, are looking encouraging and giving us optimism for the future of these activities. As a service based operation for waste management we see a more stable and predictable revenue flow for this business. This contrasts with the volatility we see in the contracting model for Oil and Gas revenues. As the Group cannot sustain the continued losses in this sector the division needs to be divested at the earliest opportunity. Once this divestment has succeeded there only remains one operation in Rotterdam, next to the 50% shareholding in the Houston operation and further strategic options need to be taken.

Andreas Drenthen

CEO

31 July 2017

Consolidated statement of comprehensive income

Year ended 31 December 2017

 
                                                   Notes       Audited          Audited 
                                                               year to          year to 
                                                                  2017    2016 restated 
                                                                              (see note 
                                                                   GBP               1) 
 Continuing operations                                                              GBP 
 Revenue                                             1,4    10,127,196       11,990,529 
 Cost of sales                                             (7,283,070)      (7,332,730) 
                                                          ============  =============== 
 Operating profit                                            2,844,126        4,657,799 
 Other income/(expense)                                              -        (203,961) 
 Share based payments                                 15        66,382            3,699 
 Administrative costs                                 24   (3,925,274)      (5,814,627) 
 Depreciation and amortisation                               (512,362)      (1,141,913) 
 Finance costs                                               (109,090)         (35,650) 
 Share of net (loss)/profit of associates 
  and joint ventures accounted for using 
  the equity method                                          (263,197)                - 
                                                          ============  =============== 
 Loss before taxation                                  2   (1,899,415)      (2,534,653) 
 Income tax (expense)/gain                             3     (164,037)          285,013 
                                                          ============  =============== 
 Loss for the year from continuing operations              (2,063,452)      (2,249,640) 
                                                          ============  =============== 
 Discontinued operations 
 Loss after tax for the year from discontinued 
  operations                                          17   (1,289,722)      (1,345,163) 
                                                          ============  =============== 
 Loss for the year                                         (3,353,174)      (3,594,803) 
                                                          ============  =============== 
 Attributable to: 
 Equity holders of the parent: 
   Loss for the year from continuing 
    operations                                             (2,063,452)      (2,202,273) 
   Loss for the year from discontinued 
    operations                                             (1,231,170)      (1,212,976) 
                                                          ============  =============== 
   Loss for the year attributable to 
    equity holders of the parent                           (3,294,622)      (3,415,249) 
 Non-controlling interest: 
   Loss for the year from continuing 
    operations                                                       -         (47,367) 
   Loss for the year from discontinued 
    operations                                                (58,552)        (132,187) 
                                                          ============  =============== 
   Loss for the period attributable to 
    owners of non-controlling 
    interest                                                  (58,552)        (179,554) 
                                                          ============  =============== 
 Loss for the year                                         (3,353,174)      (3,594,803) 
                                                          ============  =============== 
 Other comprehensive income 
 
  Other comprehensive income to be reclassified 
  to profit or loss in subsequent periods 
  (net of tax): 
 Exchange differences on translation 
  of foreign operations                                        217,539        1,231,875 
 
 Total comprehensive loss for the year, 
  net of tax                                               (3,135,635)      (2,362,928) 
                                                          ============  =============== 
 
 Attributable to: 
 Equity holders of the parent                              (3,077,083)      (2,183,374) 
 Non-controlling interest                                     (58,552)        (179,554) 
                                                          ============  =============== 
                                                           (3,135,635)      (2,362,928) 
                                                          ============  =============== 
 Earnings per share (pence) 
 From continuing operations: 
 Basic                                                16       (2.603)          (2.778) 
 From discontinued operations: 
 Basic                                                16       (1.553)          (1.530) 
 
 Loss after tax, before share based 
  payments                                                 (3,361,004)      (3,418,948) 
 
 Continued operations excluding share 
  based payments                                      16       (2.603)          (2.778) 
================================================  ======  ============  =============== 
 

The notes on pages 18 to 45 are an integral part of these consolidated financial statements.

Consolidated balance sheet

At 31 December 2017

 
                                           Notes        Audited          Audited 
                                                          as at            as at 
                                                           2017    2016 restated 
                                                                       (see note 
                                                                              1) 
 Assets                                                     GBP              GBP 
 Non-current assets 
 Plant, vessels and equipment                  5      4,262,394        8,341,330 
 Goodwill                                      6              -        1,238,137 
 Other intangible assets                       6         17,113           17,680 
 Investment in associated company              7        940,136          308,446 
 Deferred tax assets                           3              -          478,508 
 Long term receivables                         8      1,287,488                - 
                                                  =============  =============== 
 Total non-current assets                             6,507,131       10,384,101 
                                                  =============  =============== 
 Current assets 
 Insurance recoveries on 3(rd) party 
  claims                                      20      1,651,572        1,593,352 
 Corporate taxes                                              -           86,978 
 Stocks and work in progress                             10,655           79,234 
 Trade and other receivables                  10      2,205,859        3,369,337 
 Cash and cash equivalents                    19        314,569          383,642 
                                                  =============  =============== 
                                                      4,182,655        5,512,543 
 Assets classified as held for sale         4,18      1,411,044        6,387,737 
                                                  =============  =============== 
 Total assets                                        12,100,830       22,284,381 
                                                  =============  =============== 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                     11    (1,386,159)      (6,678,378) 
 Corporate taxes                                       (23,975)                - 
 Bank loans and overdrafts                 12,19      (777,617)      (1,186,456) 
 Provision for 3(rd) party claims             20    (1,651,572)      (1,593,352) 
                                                  =============  =============== 
                                                    (3,839,323)      (9,458,186) 
 Liabilities directly associated with 
  assets classified as held for sale        4,18    (2,981,863)      (5,608,227) 
                                                  =============  =============== 
                                                    (6,821,186)     (15,066,413) 
 Non-current liabilities 
 Deferred tax liability                        3      (361,080)        (386,907) 
 Provisions                                   20      (333,556)                - 
 Term loans                                   13    (1,847,274)      (1,220,277) 
                                                  =============  =============== 
                                                    (2,541,910)      (1,607,184) 
                                                  =============  =============== 
 Net assets                                           2,737,734        5,610,784 
                                                  =============  =============== 
 Equity 
 Called up share capital                      14        158,561          158,561 
 Share premium account                        14     21,953,617       21,953,617 
 Share option reserve                         15         40,665          107,047 
 Capital reserve                                      2,866,130        2,866,130 
 Foreign currency translation reserve                   431,566          214,027 
 Profit and loss account                           (22,712,805)     (19,418,183) 
                                                  =============  =============== 
                                                      2,737,734        5,881,199 
 Amounts recognised directly in equity                        -                - 
  relating to assets classified as held 
  for sale 
                                                  =============  =============== 
 Equity attributable to owners of the 
  Group                                               2,737,734        5,881,199 
 Non-controlling interest                      9              -        (270,415) 
                                                  =============  =============== 
 Total equity attributable to equity 
  shareholders                                        2,737,734        5,610,784 
                                                  =============  =============== 
 

Approved by the Board on 31 July 2018

Consolidated cash flow statement

Year ended 31 December 2017

 
                                                                       Audited 
                                                                       year to 
                                                                 2016 restated 
                                                 Audited year        (see note 
                                                      to 2017               1) 
 Reconciliation of operating profit to 
  net cash flow from operating activities                 GBP              GBP 
 
 Loss for the year before taxation                (2,800,715)      (3,891,015) 
 
 Adjustments for: 
 Depreciation and amortisation                        943,843        1,150,457 
 Decrease in stock                                     76,766                - 
 Decrease in debtors                                1,594,600        1,798,041 
 (Decrease)/increase in creditors                 (2,642,963)        1,657,936 
 Foreign exchange differences                         387,642        1,200,254 
 Decrease in reserves due to share based 
  payments                                                  -          (3,699) 
 Impairment of fixed assets                         1,693,263          120,066 
 Other non-cash movements                           (512,919)                - 
==============================================  =============  =============== 
 Net cash flow from operating activities          (1,260,483)        2,032,040 
 Investing activities: 
 Acquisition of tangible assets                     (374,218)      (2,017,372) 
 Disposal of tangible assets                        2,483,050           48,456 
 Acquisition of intangible assets                           -        (166,478) 
 Disposal of intangible assets                      1,121,034 
 Financing activities: 
 Repayments of (bank) borrowings                  (1,931,495)        (336,884) 
 Proceeds from investments by non-controlling 
  interest                                                  -                - 
==============================================  =============  =============== 
 Increase / (Decrease) in cash balances                37,888        (440,238) 
 
 Analysis of cash and cash equivalents 
  during the year: 
 Balance at start of year                           (693,649)        (253,411) 
 Effect of exchange differences opening 
  balance cash and cash equivalents                  (23,715) 
 Increase/(Decrease) in cash and cash 
  equivalents                                          37,888        (440,238) 
==============================================  =============  =============== 
 Balance at end of year                             (679,476)        (693,649) 
==============================================  =============  =============== 
 

The notes on pages 18 to 45 are an integral part of these consolidated financial statements.

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END

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