NSL LTD
(Reg. no.: 196100107C)
Full Year Financial Statements Announcement
The figures have not been audited
PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS
1(a) An income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year
THE GROUP | |||||
Note | 2019 | 2018 | Change | ||
S$'000 | S$'000 | % | |||
(restated) | |||||
Continuing operations | |||||
Sales | 272,350 | 283,299 | (4) | ||
Cost of sales | (251,771) | (257,638) | (2) | ||
Gross profit | (2) | 20,579 | 25,661 | (20) | |
Other income | |||||
- Interest | (3) | 5,210 | 4,536 | 15 | |
- Others | (3) | 6,284 | 9,052 | (31) | |
Other gains and losses | (4) | (23,985) | (1,502) | n/m | |
Distribution costs | (5) | (8,845) | (9,912) | (11) | |
Administrative expenses | (32,577) | (29,890) | 9 | ||
Impairment on financial assets | (6) | (106) | (561) | n/m | |
Finance costs | (7) | (1,348) | (470) | n/m | |
Share of results of associated companies, net of tax | (8) | (164) | 7 | n/m | |
Loss before income tax | (1) | (34,952) | (3,079) | n/m | |
Income tax expense | (9) | (2,606) | (1,332) | n/m | |
Loss from continuing operations | (37,558) | (4,411) | n/m | ||
Discontinued operations | |||||
Profit from discontinued operations | (10) | 596 | 538 | 11 | |
Total loss for the financial period | (36,962) | (3,873) | n/m | ||
(Loss) / profit attributable to equity holders of the | |||||
Company: | |||||
- from continuing operations | (33,637) | (4,300) | n/m | ||
- from discontinued operations | 494 | 445 | 11 | ||
(33,143) | (3,855) | n/m | |||
(Loss) / profit attributable to non-controlling interest: | |||||
- from continuing operations | (3,921) | (111) | n/m | ||
- from discontinued operations | 102 | 93 | 10 | ||
(3,819) | (18) | n/m | |||
Basic and fully diluted earnings per share (cents) | |||||
- from continuing operations | (9.00) | (1.15) | n/m | ||
- from discontinued operations | 0.13 | 0.12 | 8 | ||
n/m: not meaningful |
1
NSL LTD
(Reg. no.: 196100107C)
Notes to the Group's Income Statement
- Loss before income tax from Continuing Operations is arrived at after crediting / (charging) the following items:
THE GROUP | |||
Note | 2019 | 2018 | |
S$'000 | S$'000 | ||
(restated) | |||
Dividend income | (i) | 12 | 2,620 |
Interest income | (ii) | 5,210 | 4,536 |
Insurance compensation | (iii) | 3,393 | 2,500 |
Amortisation of intangible assets | (iv) | (922) | (1,078) |
Depreciation of property, plant and equipment | (14,294) | (13,132) | |
Depreciation of right-of-use assets | (v) | (3,557) | - |
Allowance for stock obsolescence, net | 49 | (225) | |
Write off of inventories, net | (vi) | (642) | (1,706) |
Allowance for impairment of trade receivables, net | (vii) | (106) | (561) |
Amortisation of deferred income | 170 | 250 |
- Decrease in FY-2019 was due to lower dividend income recorded by the Company.
- Increase in FY-2019 was due to higher interest income recorded by the Company.
- Recognised by the Environmental Services division relating to the fire incident in March 2017.
- Decrease in FY-2019 was attributable to precast operations in Malaysia
- Depreciation of right-of-use assets in relation to leases which had previously been classified as 'operating leases' with effect from 1 January 2019 arising from the Group's adoption of SFRS(I) 16 Leases.
- Mainly attributable to the precast operations in Malaysia.
- Mainly attributable to the precast operations in Dubai.
-
Gross profit
The decrease in gross profit for FY-2019 was due mainly to lower sales and gross profit from the Precast operations in Dubai and Finland due to lower average selling prices resulting from unfavorable product mix, and the Environmental Services division due to weak demand and prices. - Other income
The increase in interest income for FY-2019 was due to higher interest income recorded by the Company. The decrease in other income for FY-2019 was due mainly to lower dividend income recorded by the Company and lower miscellaneous other income recorded by the precast operations in Singapore and Malaysia, offset by insurance compensation of S$3.4 mil recognized by the Environmental Services division relating to the fire incident in March 2017.
2
NSL LTD
(Reg. no.: 196100107C)
Notes to the Group's Income Statement (continued)
- Other gains and losses
THE GROUP
2019 2018
S$'000 S$'000 (restated)
Currency exchange loss - net
Insurance claim for damage of plant and equipment
Property, plant and equipment
- Gain / (loss) on disposal, net
- Impairment, net
Impairment of intangible assets, net
Impairment of right-of-use assets, net
Plant closure and restructuring costs
Gain on disposal of an associated company
Fair value gain on redemption liability
Others
- (526)
- 906
509 (231)
(20,901) (253)
-
-
(3,453) -
- (2,049)
-
650
630-
-
1
(23,985) (1,502)
The increase in impairment for property, plant and equipment was attributable to impairment of slop processing assets in the Environmental Services division and assets of the precast operations in Malaysia.
-
Distribution costs
The decrease in distribution costs for FY-2019 was attributable to the precast operations in Singapore. - Impairment loss on financial assets
The lower impairment loss on financial assets for FY-2019 was mainly due to recovery of trade receivables previously impaired by the precast operations in Dubai. - Finance costs
THE GROUP
2019 2018
S$'000 S$'000 (restated)
Interest expense on lease liabilities Interest expense on bank loans Other interest expense
- -
- (147)
-
(323)
(1,348) (470)
The increase in finance costs for FY-2019 was mainly attributable to recognition of lease liabilities following the adoption of SFRS(I) 16 Leases and increase in average borrowings for the period attributable to the Environmental Services division.
3
NSL LTD
(Reg. no.: 196100107C)
Notes to the Group's Income Statement (continued)
-
Share of results of associated companies, net of tax
The loss reported for FY-2019 was attributable to associate Salzgitter Maschinenbau AG ("SMAG"), of which the Group owns 25.458% non-controlling equity stake. - Income tax expense
THE GROUP | |||
Note | 2019 | 2018 | |
S$'000 | S$'000 | ||
(restated) | |||
Taxation charge for the financial period comprises: | |||
- Current period taxation | (i) | (1,963) | (1,597) |
- (Under) / over-provision in respect of prior years | (ii) | (643) | 265 |
(2,606) | (1,332) |
- The Group incurred a net tax charge in FY-2019 despite in a loss position due mainly to losses incurred by certain Group companies which could not be set off against the profits earned by other companies in the Group.
- Under-provisionin respect of prior years in FY-2019 comprised mainly of reversal of deferred tax assets.
- Profit from discontinued operations
An analysis of the results of discontinued operations is as follows:
THE GROUP | ||
2019 | 2018 | |
S$'000 | S$'000 | |
(restated) | ||
Sales | 48,539 | 93,285 |
Net expenses | (47,871) | (92,832) |
Profit before tax from discontinued operations | 668 | 453 |
Income tax expense | (75) | 85 |
Profit after tax from discontinued operations | 593 | 538 |
Gain on disposal of subsidiaries | 3 | - |
Profit after tax from discontinued operations | 596 | 538 |
On 5 August 2019, the Company's subsidiary, NSL OilChem Waste Management Pte. Ltd. ("NSL OilChem") entered into a sale and purchase agreement for the proposed disposal of 6,000,000 ordinary shares in the capital of NSL Fuel Management Services Pte. Ltd. ("NSL Fuel"), representing 82.75% of the issued share capital in NSL Fuel and its subsidiaries, to KHC Fuel Investment Pte. Ltd. (the "Purchaser").
The sale was completed on 27 August 2019. Following completion, NSL OilChem ceased to hold any interest in NSL Fuel and accordingly, NSL Fuel ceased to be a member of the Group comprising the Company and its subsidiaries.
The results of discontinued operations for FY-2019 and FY-2018 pertain to the same disposal group.
4
NSL LTD
(Reg. no.: 196100107C)
Statement of Comprehensive Income for Period ended 31 December 2019
THE GROUP | ||
2019 | 2018 | |
S$'000 | S$'000 | |
Total loss for the financial period | (36,962) | (3,873) |
Other comprehensive income: | ||
Items that may be reclassified subsequently to profit or loss: | ||
Exchange differences on translating foreign operations | ||
- (Losses) / gains arising during the period | (3,418) | 104 |
Share of other comprehensive income / (losses) of associated | ||
companies | 87 | (299) |
Income tax relating to components of other comprehensive | ||
income | - | 56 |
(3,331) | (139) | |
Items that will not be reclassified subsequently to profit or loss: | ||
Gains / (losses) arising from financial assets at FVOCI* | 3,417 | (20) |
Exchange differences on translating foreign operations | ||
- Gains / (losses) arising during the period | 68 | (96) |
Share of other comprehensive losses of associated companies | (1,540) | - |
Other comprehensive loss for the period, net of tax | ||
(1,386) | (255) | |
Total comprehensive loss for the period, net of tax | ||
(38,348) | (4,128) | |
Total comprehensive income attributable to: | ||
Equity holders of the Company | (34,597) | (4,014) |
Non-controlling interests | (3,751) | (114) |
(38,348) | (4,128) | |
*Financial assets measured at fair value through other comprehensive income
5
NSL LTD
(Reg. no.: 196100107C)
1(b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year
THE GROUP | THE COMPANY | ||||
Note | 31.12.19 | 31.12.18 | 31.12.19 | 31.12.18 | |
S$'000 | S$'000 | S$'000 | S$'000 | ||
Equity | |||||
Share capital | 193,839 | 193,839 | 193,839 | 193,839 | |
Reserves | 316,468 | 367,915 | 155,566 | 169,234 | |
Shareholders' equity | 510,307 | 561,754 | 349,405 | 363,073 | |
Non-controlling interests | (1) | (1,133) | 4,572 | - | - |
Total equity | 509,174 | 566,326 | 349,405 | 363,073 | |
Current Assets | |||||
Inventories | (2) | 45,726 | 54,175 | - | - |
Receivables, prepayments and other | 92,556 | 101,435 | 49,226 | 40,758 | |
current assets | |||||
Other investments at amortised cost | 500 | - | 500 | - | |
Tax recoverable | 1,708 | 1,624 | - | - | |
Cash and cash equivalents | 281,592 | 304,661 | 224,221 | 257,326 | |
422,082 | 461,895 | 273,947 | 298,084 | ||
Non-Current Assets | |||||
Property, plant and equipment | (3) | 124,859 | 156,030 | 446 | 170 |
Right-of-use assets | (4) | 38,439 | - | 1,415 | - |
Investments in subsidiaries | - | - | 85,232 | 85,232 | |
Investments in associated companies | 47,569 | 51,265 | - | - | |
Long term receivables and prepayments | 5,130 | 4,588 | 28,051 | 27,912 | |
Financial assets, at FVOCI* | (5) | 11,202 | 7,785 | 10,911 | 7,494 |
Other investments at amortised cost | 2,021 | 2,536 | 2,021 | 2,536 | |
Intangible assets | 10,341 | 11,187 | 71 | 163 | |
Deferred tax assets | 3,081 | 3,901 | - | - | |
Other non-current assets | 105 | 105 | - | - | |
242,747 | 237,397 | 128,147 | 123,507 | ||
Total Assets | 664,829 | 699,292 | 402,094 | 421,591 | |
Current Liabilities | |||||
Borrowings | (6) | (10,872) | (2,109) | - | - |
Trade, other payables and other | (91,795) | (98,599) | (41,556) | (48,683) | |
current liabilities | |||||
Lease liabilities | (4) | (3,206) | - | (266) | - |
Tax Current income tax liabilities | (295) | (618) | - | - | |
Deferred income | (183) | (168) | - | - | |
(106,351) | (101,494) | (41,822) | (48,683) | ||
Non-Current Liabilities | |||||
Provision for retirement benefits | (3,901) | (3,473) | - | - | |
Deferred tax liabilities | (2,111) | (2,179) | (129) | (236) | |
Borrowings | (6) | (23,107) | (20,061) | - | - |
Deferred income | (377) | (535) | - | - | |
Other non-current liabilities | (7) | (2,399) | (5,224) | (9,679) | (9,599) |
Lease liabilities | (4) | (17,409) | - | (1,059) | - |
(49,304) | (31,472) | (10,867) | (9,835) | ||
Total Liabilities | (155,655) | (132,966) | (52,689) | (58,518) | |
Net Assets | 509,174 | 566,326 | 349,405 | 363,073 |
*Financial assets measured at fair value through other comprehensive income
6
NSL LTD
(Reg. no.: 196100107C)
Explanatory notes on consolidated statement of financial position
-
Minority interests
The decrease was mainly due to disposal of NSL Fuel. - Inventories
The decrease in inventories was mainly due to delivery of finished goods for infrastructure projects in the Precast division in Malaysia. - Property, plant and equipment
The decrease in property, plant and equipment was mainly due to impairment of slop processing assets in the Environmental Services division and assets of the precast operations in Malaysia. - Right-of-useassets Lease liabilities
The Group recognised lease liabilities and the associated right-of-use assets in relation to leases previously classified as 'operating leases' with effect from 1 January 2019 on adoption of SFRS(I) 16 Leases. - Financial assets, at FVOCI*
The increase was due to fair value gains from financial assets held by the Company. - Borrowings
The increase in borrowings was largely due to funding for capital expenditure for the Environmental Services division. - Other non-current liabilities
The decrease was mainly due to disposal of NSL Fuel, resulted in the reversal of redemption liability associated with the investment.
1(b)(ii) Aggregate amount of group's borrowings and debt securities
Amount repayable in one year or less, or on demand
As at 31 December 2019 | As at 31 December 2018 | ||
Secured | Unsecured | Secured | Unsecured |
S$'000 | S$'000 | S$'000 | S$'000 |
9,480 | 4,598 | 2,109 | - |
Amount repayable after one year | |||
As at 31 December 2019 | As at 31 December 2018 | ||
Secured | Unsecured | Secured | Unsecured |
S$'000 | S$'000 | S$'000 | S$'000 |
40,516 | - | 20,061 | - |
Details of any collateral
Included in the Group's property, plant and equipment are property, plant and equipment and right-of-use assets of subsidiaries of net book value of S$58,910,000 (31 December 2018: S$53,038,000) charged by way of debentures to banks for overdraft and term loan facilities granted. Included in secured borrowings are current lease liabilities of S$3,206,000 and non-current lease liabilities of S$17,409,000 which are secured over the right-of-use assets of S$18,480,000.
7
NSL LTD
(Reg. no.: 196100107C)
1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year
The Group | |||
Note | 2019 | 2018 | |
S$'000 | S$'000 | ||
Cash Flows from Operating Activities | |||
Loss from continuing operations | (37,558) | (4,411) | |
Profit from discontinued operations | 596 | 538 | |
Loss for the financial period | (36,962) | (3,873) | |
Adjustments for: | |||
Taxation | 2,681 | 1,247 | |
Amortisation of intangible assets | 1,036 | 1,720 | |
Amortisation of deferred income | (170) | (250) | |
Depreciation of properties, plant and equipment | 14,609 | 13,588 | |
Depreciation of right-of-use assets | 3,557 | - | |
Interest expense | 1,408 | 691 | |
Interest income | (5,210) | (4,536) | |
Dividend income from financial assets, at FVOCI/ available-for-sale | (12) | (2,620) | |
Impairment of property, plant and equipment (net) | 20,901 | 253 | |
Impairment of right-of-use assets (net) | 3,453 | - | |
Impairment of intangible assets | 122 | - | |
(Gain) / loss on disposal including write-off of property, plant and equipment (net) | (508) | 194 | |
Plant closure and restructuring costs | 203 | 2,049 | |
Insurance compensation | (3,393) | (3,406) | |
Provision for retirement benefits (net) | 637 | 598 | |
Share of results of associated companies, net of tax | 164 | (7) | |
Gain on disposal of an associated company | - | (650) | |
Loss on disposal of subsidiaries | 34 | - | |
Fair value gain on redemption liability | (630) | - | |
Exchange differences and other adjustments | (1,004) | 118 | |
Operating cash flows before work ing capital changes | 916 | 5,116 | |
Changes in work ing capital, net of effects from acquisition and disposal of | |||
subsidiaries: | |||
Inventories | 6,580 | (4,056) | |
Receivables and prepayments | (5,703) | 14,533 | |
Deferred income | 26 | 41 | |
Trade and other payables | 1,611 | (6,389) | |
Cash generated from operations | 3,430 | 9,245 | |
Income tax paid | (1,462) | (2,438) | |
Insurance compensation received | 4,393 | 1,500 | |
Plant closure and restructuring costs | - | (2,049) | |
Retirement benefits paid | (179) | (154) | |
Net cash generated from operating activities | 6,182 | 6,104 | |
Cash Flows from Investing Activities | |||
Proceeds from disposal of property, plant and equipment | 1,228 | 771 | |
Insurance compensation received | 906 | - | |
Net cash inflow from disposal of subsidiaries | (1) | 5,034 | - |
Professional fees paid for disposal of an associated company | - | (591) | |
Purchases of property, plant and equipment | (24,217) | (45,231) | |
Purchases of right-of-use assets | (4,698) | - | |
Purchases of intangible assets | (577) | (1,323) | |
Interest received | 5,578 | 4,449 | |
Dividends received from non-current financial assets | 12 | 2,620 | |
Net cash used in investing activities | (16,734) | (39,305) | |
8
NSL LTD
(Reg. no.: 196100107C)
Cash Flows from Financing Activities
Proceeds from borrowings
Repayment of borrowings
Principal payment of lease liabilities
Interest paid
Bank deposits pledged
Dividends paid to shareholders
Dividends paid to non-controlling interests
Net cash used in financing activities
Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the period
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of the period
Cash and cash equivalents at end of the financial year comprise:
- Cash and bank balances
- Less: bank deposits pledged
The Group
2019 2018
S$'000 S$'000
13,402 22,559
(1,513) (12,662)
(2,954) (415)
(2,166) (557)
(11,037)-
(18,678) (18,678)
-
(92)
(23,190) (9,845)
(33,742) (43,046)
298,161 341,310
-
(103)
264,055 298,161
281,592 304,661
(17,537) (6,500)
264,055 298,161
Notes to the Group's cash flow statement
(1) Disposal of subsidiaries
Carrying amounts of assets and liabilities disposed ofCash and cash equivalents
Trade and other receivables
Inventories
Property, plant and equipment
Intangible assets
Total assets
Trade and other payables
Other non-current liabilities
Deferred tax liabilities
Total liabilities
Net assets derecognised
Less: Non-controlling interests
Net assets disposed of
The aggregate cash inflow arising from the disposal of subsidiaries were:
Net assets disposed of Loss on disposal
Total sale consideration, net of transaction costs
Less: Cash and cash equivalents in subsidiaries disposed of
Less: Balance sale consideration receivable
Add: Professional fees payable
Net cash inflow on disposal of subsidiaries
THE GROUP
2019 2018
S$'000 S$'000
1,941-
14,776-
1,869-
2,651-
253
21,490-
(8,825)-
(655)
(79)
(9,559)-
11,931-
(1,949)-
9,982-
9,982-
- -
9,948-
(1,941)-
(3,000)-
27-
5,034-
9
NSL LTD
(Reg. no.: 196100107C)
Analysis of consolidated statement of cash flows
The Group recorded a positive operating cash flow of S$6.2 mil in FY-2019, mainly attributable to cash inflow from working capital changes and insurance income relating to the fire incident of the Environmental Services division in March 2017.
Net cash used in investing activities in FY-2019 was S$16.7 mil compared to S$39.3 mil in FY-2018. This was due to lower purchases of property, plant and equipment and net cash inflow from disposal of subsidiaries in 3Q-2019.
A total of S$23.2 mil (FY-2018: S$9.8 mil) was used in financing activities in FY-2019. The decrease was due to lower net proceeds from borrowings and bank deposits pledged.
Overall, the Group recorded a net cash outflow of S$33.7 mil for FY-2019 as compared to S$43.0 mil in FY- 2018. Group cash and cash equivalents stood at S$264.1 mil as of 31 December 2019.
10
NSL LTD
(Reg. no.: 196100107C)
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year
Attributable to Equity Holders of the Company | |||||||||
Foreign | |||||||||
Currency | General | Non- | |||||||
Share | Revenue | Translation | Capital | Fair Value | and other | controlling | Total | ||
Capital | Reserve | Reserve | Reserve | Reserve | Reserves | Total | interests | Equity | |
S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | |
THE GROUP | |||||||||
Balance as at 1 January 2019 | 193,839 | 368,372 | (1,050) | (1,944) | 1,556 | 981 | 561,754 | 4,572 | 566,326 |
Loss for the year | - | (33,143) | - | - | - | - | (33,143) | (3,819) | (36,962) |
Other comprehensive (losses) / income for the year | - | - | (3,331) | - | 3,417 | (1,540) | (1,454) | 68 | (1,386) |
Total comprehensive (losses) / income for the year | - | (33,143) | (3,331) | - | 3,417 | (1,540) | (34,597) | (3,751) | (38,348) |
Dividends paid | - | (18,678) | - | - | - | - | (18,678) | - | (18,678) |
Dividends paid to non-controlling interests of subsidiaries | - | - | - | - | - | - | - | (244) | (244) |
Write-back of long outstanding dividend payables | - | 118 | - | - | - | - | 118 | - | 118 |
Total transactions with owners, recognised directly | |||||||||
in equity | - | (18,560) | - | - | - | - | (18,560) | (244) | (18,804) |
Disposal of subsidiaries | - | (234) | - | 1,944 | - | - | 1,710 | (1,710) | - |
Balance as at 31 December 2019 | 193,839 | 316,435 | (4,381) | - | 4,973 | (559) | 510,307 | (1,133) | 509,174 |
11
NSL LTD
(Reg. no.: 196100107C)
Attributable to Equity Holders of the Company | |||||||||
Foreign | |||||||||
Currency | General | Non- | |||||||
Share | Revenue | Translation | Capital | Fair Value | and other | controlling | Total | ||
Capital | Reserve | Reserve | Reserve | Reserve | Reserves | Total | interests | Equity | |
S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | |
THE GROUP | |||||||||
Balance as at 1 January 2018 | 193,839 | 390,939 | (286) | (1,944) | 1,520 | 947 | 585,015 | 4,778 | 589,793 |
Loss for the year | - | (3,855) | - | - | - | - | (3,855) | (18) | (3,873) |
Other comprehensive (losses) / income for the year | - | - | (195) | - | 36 | - | (159) | (96) | (255) |
Total comprehensive (losses) / income for the year | - | (3,855) | (195) | - | 36 | - | (4,014) | (114) | (4,128) |
Transfer of reserves | - | (34) | - | - | - | 34 | - | - | - |
Dividends paid | - | (18,678) | - | - | - | - | (18,678) | - | (18,678) |
Dividends paid to non-controlling interests of subsidiaries | - | - | - | - | - | - | - | (92) | (92) |
Total transactions with owners, recognised directly | |||||||||
in equity | - | (18,678) | - | - | - | - | (18,678) | (92) | (18,770) |
Disposal of a associate | - | - | (569) | - | - | - | (569) | - | (569) |
Balance as at 31 December 2018 | 193,839 | 368,372 | (1,050) | (1,944) | 1,556 | 981 | 561,754 | 4,572 | 566,326 |
12
NSL LTD
(Reg. no.: 196100107C)
Share | Revenue | Fair Value | |
Capital | Reserve | Reserve | Total |
S$'000 | S$'000 | S$'000 | S$'000 |
THE COMPANY
Balance as at 1 January 2019 | 193,839 | 167,969 | 1,265 | 363,073 |
Total comprehensive income for the period | - | 1,475 | 3,417 | 4,892 |
Dividends paid | - | (18,678) | - | (18,678) |
Write-back of long outstanding dividend payables | - | 118 | - | 118 |
Balance as at 31 December 2019 | 193,839 | 150,884 | 4,682 | 349,405 |
Balance as at 1 January 2018 | 193,839 | 183,405 | 1,247 | 378,491 |
Total comprehensive income for the period | - | 3,242 | 18 | 3,260 |
Dividends paid | - | (18,678) | - | (18,678) |
Balance as at 31 December 2018 | 193,839 | 167,969 | 1,265 | 363,073 |
1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
There have been no changes to the issued share capital of the Company since 30 September 2019. There were no outstanding options and convertibles as at 31 December 2019 (31 December 2018: Nil).
The Company did not hold any treasury shares and subsidiary holdings as at 31 December 2019 (31 December 2018: Nil).
1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at end of the immediately preceding year:-
31 December 2019 | 31 December 2018 | |
Number of issued shares excluding | ||
treasury shares | 373,558,237 | 373,558,237 |
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NSL LTD
(Reg. no.: 196100107C)
1(d)(iv) A statement showing all sales, transfers, cancellation and/or use of treasury shares as at end of the current financial period reported on.
There were no sales, transfers, cancellation and/or use of treasury shares as at 31 December 2019 (31 December 2018: Nil).
1(d)(v) A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at end of the current financial period reported on.
There were no sales, transfers, cancellation and/or use of subsidiary holdings as at 31 December 2019.
-
Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice
The figures have not been audited or reviewed by the Group's external auditors. - Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter)
Not applicable. - Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied
Except as disclosed in paragraph 5 below, the accounting policies and methods of computation applied by the Group are consistent with those used in its most recently audited financial statements. - If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change
SFRS(I) 16 is effective for financial years beginning on or after 1 January 2019. The Group has applied the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. Right-of-use assets for property leases will be measured on transition as if the new rules had always been applied. All other right-of-use assets will be measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses).
SFRS(I) 16 has resulted in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short- term leases and leases of low value assets. The accounting for lessors has not changed significantly.
Right-of-use assets are measured using the cost model and are carried at cost less accumulated depreciation and accumulated impairment loss, if any, subsequent to initial recognition. The carrying amount for lease liabilities subsequent to initial recognition would take into account interest on the lease liabilities, lease payments made and any reassessment or lease modifications.
Lease liabilities are included as part of net debt and are taken into consideration when deriving the net gearing ratio.
14
NSL LTD
(Reg. no.: 196100107C)
The adoption of SFRS(I) 16 resulted in adjustments to the balance sheet of the Group as at 1 January 2019. The differences from the balance sheet as previously reported at 31 December 2018 are as follows:
The Group | |
2019 | |
S$'000 | |
Decrease in property, plant and equipment | (17,367) |
Increase in right-of-use assets | 38,109 |
Increase in lease liabilities (current) | (2,572) |
Increase in lease liabilities (non-current) | (18,170) |
Net assets | - |
6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends
THE GROUP (Aggregate)
2019 2018
- Based on the weighted average number of ordinary shares in issue (cents)
- from continuing operations | (9.00) | (1.15) |
- from discontinued operations | 0.13 | 0.12 |
Total (including discontinued operations) | (8.87) | (1.03) |
(b) On fully diluted basis (cents) | ||
- from continuing operations | (9.00) | (1.15) |
- from discontinued operations | 0.13 | 0.12 |
Total (including discontinued operations) | (8.87) | (1.03) |
7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the (a) current financial period reported on and (b) immediately preceding financial year
Net asset value per ordinary share based on total number of issued shares excluding treasury shares as at the end of the reporting year
The Company does not have any treasury shares.
THE GROUP | THE COMPANY | ||
31.12.19 | 31.12.18 | 31.12.19 | 31.12.18 |
S$ | S$ | S$ | S$ |
1.37 | 1.50 | 0.94 | 0.97 |
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NSL LTD
(Reg. no.: 196100107C)
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on
Group Overview
THE GROUP | |||
2019 | 2018 | Change | |
Continuing Operations | S$'000 | S$'000 | % |
(restated) | |||
Group Turnover | 272,350 | 283,299 | (4) |
Group Loss Before Tax | (34,952) | (3,079) | n/m |
Group Loss attributable to equity holders of | |||
the Company | (33,637) | (4,300) | n/m |
n/m: not meaningful
Group turnover in FY-2019 was S$272.4 mil, a 4% decrease from S$283.3 mil in FY-2018, due to lower revenue by both the Precast & PBU and Environmental Services divisions.
The Group incurred a loss before tax of S$35.0 mil in FY-2019 compared to loss before tax of S$3.1 mil in FY-2018. A significantly higher loss of S$23.5 mil was incurred by the Environmental Services division as a result of impairment charge of S$17.2 mil mainly for its slop processing assets due to increasingly difficult market conditions in its recycled fuel oil ("RFO") business, higher regulatory cost of compliance and the loss of a major customer. Higher operating losses was also reported by the division from reduced sales of RFO and comprehensive plant maintenance, and further impacted by significantly higher legal fees.
Precast & PBU operations incurred higher loss of S$9.7 mil largely due to impairment charge of S$7.3 mil for the plant assets of its precast operation in Malaysia due to weak project margin.
Consequently, the Group reported a loss attributable to equity holders of S$33.7 mil in FY-2019 as compared to S$4.3 mil in FY-2018.
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NSL LTD
(Reg. no.: 196100107C)
Below is a summary of the performance of the Group by business divisions:
Turnover
Turnover (S$'mil) | THE GROUP | ||
2019 | 2018 | Change | |
Continuing Operations | (%) | ||
(restated) | |||
Precast & PBU | 218.6 | 225.0 | (3) |
Environmental Services | 33.1 | 36.2 | (9) |
Others | 20.7 | 22.1 | (6) |
272.4 | 283.3 | (4) |
Precast & Prefabricated Bathroom Unit ("PBU")
Turnover of the Precast & PBU division declined by 3% to S$218.6 mil in FY-2019 due to lower delivery volumes reported by operations in Dubai and Finland.
Environmental Services
Turnover of the Environmental Services division declined by 9% to S$33.1 mil in FY-2019 due to lower sales from the RFO business as a result of weak market demand and comprehensive plant maintenance.
Attributable (loss) / profit before tax
Attributable (loss) / profit before tax (S$'mil) | THE GROUP | ||
2019 | 2018 | Change | |
Continuing Operations | (%) | ||
(restated) | |||
Precast & PBU | (9.7) | (3.8) | n/m |
Environmental Services | (23.5) | (0.7) | n/m |
Share of SMAG / PSLT results | (0.8) | (0.4) | n/m |
Others | (1.0) | 1.8 | n/m |
(35.0) | (3.1) | n/m | |
n/m: not meaningful |
Precast & Prefabricated Bathroom Unit ("PBU")
The Precast & PBU operation recorded a loss of S$9.7 mil in FY-2019 compared to S$3.8 mil previously, largely due to a one-off impairment charge of S$7.3 mil for the plant assets of its precast operation in Malaysia due to weak project margin. Excluding the impairment charge, the Singapore and Malaysia operations reported lower operating loss due to improved sales. However, lower operating performances were reported by the operations in Finland and Dubai due to lower revenue.
Environmental Services
The division recorded a loss of S$23.5 mil in FY-2019 compared to loss of S$0.7 mil in FY-2018. The significantly higher loss was largely due to a one-off S$17.2 mil impairment charge mainly for its slop processing assets. Excluding the impairment charge, the division reported operating loss of S$6.3 mil mainly as a result of reduced RFO sales and comprehensive plant maintenance, and further impacted by significantly higher legal fees incurred in FY-2019.
Others
The variance in FY-2019 was mainly attributable to lower dividend income recorded by the Company.
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NSL LTD
(Reg. no.: 196100107C)
-
Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results
Not applicable. - A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months
Business condition for the precast business in Singapore and Malaysia is expected to remain subdue. Whilst order book is strong in the first half, there are challenges to keep plant utilization high in the second half amidst the weak construction sector outlook. Construction demand in Dubai is expected to soften post Expo 2020, and cost-cutting plan is in place to right-size the operations. Performance of the division's PBU business in Finland is expected to remain satisfactory.
In the Environmental Services division, the RFO business which is currently being reviewed, continues to face challenging market conditions amidst changing market dynamics and low RFO price. The business has been restructured to lower its operating costs and improve asset utilization. Plant utilization of the division's new organic wastewater treatment facility in Tuas is expected to increase gradually with more new customers being secured.
The COVID-19 outbreak is going to cause disruption to our operations but the extent of any adverse financial impact to the Group is uncertain at this point. - Dividend
(a) Current Financial Period Reported On
Any interim / final dividend declared / recommended for the current financial year reported on? Yes
Name of Dividend | Final FY2019 |
Dividend Type | Cash |
Dividend amount per share | S$0.05 per ordinary share |
Tax Rate | Exempt - one tier |
Date paid | Refer to para 11(c) |
(b) Corresponding Period of the Immediately Preceding Financial Year
Any dividend declared for the corresponding period of the immediately preceding financial year? Yes
Name of Dividend | Final FY2018 |
Dividend Type | Cash |
Dividend amount per share | S$0.05 per ordinary share |
Tax Rate | Exempt - one tier |
Date paid | 23 May 2019 |
(c) Date payable
Subject to the requisite approvals from shareholders at the annual general meeting ("AGM") of the Company to be held on or about 23 April 2020, the final dividend of S$0.05 per ordinary share will be paid on or about 20 May 2020 or such other date to be determined by the Directors.
(d) Books closure date
To be announced after the said AGM on or about 23 April 2020.
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NSL LTD
(Reg. no.: 196100107C)
- If no dividend has been declared/recommended, a statement to that effect Not applicable.
-
If the Group has obtained a general mandate from shareholders for Interested Person
Transactions ("IPTs"), the aggregate value of such transactions as required under Rule
920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect
The Group does not have a general mandate from shareholders for IPTs pursuant to Rule 920. - Confirmation that issuer has procured undertakings from all its directors and executive officers (in the format set out in Appendix 7.7) under Rule 720(1)
The Company has procured undertakings from all directors and executive officers (in the format set out in Appendix 7.7) under Rule 720(1).
19
NSL LTD
(Reg. no.: 196100107C)
PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results)
15. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year
Financial year ended 31 December 2019 | |||||
Environmental | Investment | Total for | |||
Precast & PBU | Holding and | Continuing | Discontinued | ||
Services | |||||
Others | Operations | Operations | |||
S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | |
Revenue | |||||
External sales | 218,628 | 33,098 | 20,624 | 272,350 | 48,539 |
Inter-segment sales | - | - | 1,638 | 1,638 | 109 |
Total revenue | 218,628 | 33,098 | 22,262 | 273,988 | 48,648 |
Elimination | - | - | (1,638) | (1,638) | (109) |
218,628 | 33,098 | 20,624 | 272,350 | 48,539 | |
(Loss) / profit before taxation | (9,681) | (23,530) | (1,741) | (34,952) | 671 |
Interest income | 438 | 3 | 4,769 | 5,210 | - |
Interest expense | (323) | (652) | (373) | (1,348) | (60) |
Depreciation of property, plant & | (6,121) | (6,644) | (1,529) | (14,294) | (315) |
equipment | |||||
Depreciation of right-of-use | (971) | (1,453) | (1,133) | (3,557) | - |
assets | |||||
Amortisation | |||||
- Intangible assets | (699) | (130) | (93) | (922) | (114) |
- Deferred income | - | - | 170 | 170 | - |
Gain / (loss) on disposal and | |||||
write-off of property, plant and | 87 | 430 | (8) | 509 | (1) |
equipment | |||||
Impairment of property, plant and | (5,327) | (15,574) | - | (20,901) | - |
equipment, net | |||||
Impairment of right-of-use | (1,811) | (1,642) | - | (3,453) | - |
assets, net | |||||
Impairment of intangible assets, | (122) | - | - | (122) | - |
net | |||||
Share of results of associated | |||||
companies, net of tax | |||||
- SMAG | - | - | (782) | (782) | - |
- Others | - | - | 618 | 618 | - |
Total Assets | 214,344 | 64,500 | 385,985 | 664,829 | - |
Total Liabilities | 92,204 | 47,127 | 16,324 | 155,655 | - |
Investment in associated | |||||
companies | - | - | 47,569 | 47,569 | - |
Additions to: | |||||
- Property, plant and equipment | 6,128 | 17,406 | 1,401 | 24,935 | 40 |
- Right-of-use assets | 4,836 | 1,068 | 1,460 | 7,364 | - |
- Intangible assets | 466 | 43 | - | 509 | 69 |
20
NSL LTD
(Reg. no.: 196100107C)
Financial year ended 31 December 2018 | |||||
Environmental | Investment | Total for | |||
Precast & PBU | Holding and | Continuing | Discontinued | ||
Services | |||||
Others | Operations | Operations | |||
S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | |
Revenue | |||||
External sales | 225,048 | 36,126 | 22,125 | 283,299 | 93,285 |
Inter-segment sales | - | 52 | 1,690 | 1,742 | 295 |
Total revenue | 225,048 | 36,178 | 23,815 | 285,041 | 93,580 |
Elimination | - | (52) | (1,690) | (1,742) | (295) |
225,048 | 36,126 | 22,125 | 283,299 | 93,285 | |
Profit before taxation | (3,765) | (641) | 1,327 | (3,079) | 453 |
Interest income | 286 | 139 | 4,111 | 4,536 | - |
Interest expense | (125) | (345) | - | (470) | (221) |
Depreciation of property, plant | (6,297) | (5,142) | (1,693) | (13,132) | (456) |
and equipment | |||||
Amortisation | |||||
- Intangible assets | (839) | (137) | (102) | (1,078) | (642) |
- Deferred income | - | - | 250 | 250 | - |
(Loss) / gain on disposal and | |||||
write-off of property, plant and | (254) | (220) | 243 | (231) | 37 |
equipment | |||||
Impairment of property, plant and | - | - | (253) | (253) | - |
equipment, net | |||||
Share of results of associated | |||||
companies, net of tax | |||||
- SMAG | - | - | (442) | (442) | - |
- Others | - | - | 449 | 449 | - |
Total Assets | 217,441 | 85,564 | 396,287 | 699,292 | - |
Total Liabilities | 80,022 | 44,692 | 8,252 | 132,966 | - |
Investment in associated | |||||
companies | - | - | 51,265 | 51,265 | - |
Additions to: | |||||
- Property, plant and equipment | 6,019 | 37,842 | 1,369 | 45,230 | 169 |
- Intangible assets | 1,163 | 76 | 5 | 1,244 | 79 |
21
NSL LTD
(Reg. no.: 196100107C)
Geographical Segments | ||||
External sales for | Non-current assets for | |||
continuing operations (1) | continuing operations (2) | |||
2019 | 2018 | 2019 | 2018 | |
S$'000 | S$'000 | S$'000 | S$'000 | |
Singapore | 86,378 | 82,764 | 118,750 | 113,620 |
Malaysia | 42,596 | 35,575 | 27,805 | 27,099 |
United Arab Emirates | 48,083 | 52,326 | 11,400 | 11,618 |
Finland & other parts of Europe | 91,455 | 106,134 | 18,868 | 17,812 |
Germany (3) | - | - | 40,092 | 44,316 |
Others | 3,838 | 6,500 | 4,398 | 4,123 |
272,350 | 283,299 | 221,313 | 218,588 | |
- Sales by geographical segment are determined based on locations of the respective customers.
- Non-currentassets by geographical segment are determined based on locations of the respective assets. Non-current assets include property, plant and equipment, right-of-use assets, investment properties, associated companies, intangible assets and other non-current assets.
- This relates to our 25.458% interest in associated company SMAG which is incorporated in Germany.
- In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments
For discussion of material changes, please refer to paragraph 8.- A breakdown of sales
THE GROUP | |||
Continuing Operations | FY 2019 | FY 2018 | Change |
S$'000 | S$'000 | (%) | |
(restated) | |||
Sales reported for first half year | 155,007 | 154,513 | - |
Operating loss after tax before deducting non- | (5,706) | (4,170) | 37 |
controlling interests reported for first half year | |||
Sales reported for second half year | 117,343 | 128,786 | (9) |
Operating loss after tax before deducting non- | (31,852) | (241) | n/m |
controlling interests reported for second half year | |||
n/m: not meaningful |
18. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year
Latest Full Year | Previous Full Year | |
(2019) | (2018) | |
S$'000 | S$'000 | |
Ordinary | 18,678 | 18,678 |
Preference | - | - |
Total: | 18,678 | 18,678 |
22
NSL LTD
(Reg. no.: 196100107C)
19. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) in the format below. If there are no such persons, the issuer must make an appropriate negative statement
Name | Age | Family relationship with | Current position and | Details of changes in |
any director and/or | duties, and the year | duties and position | ||
substantial shareholder | the position was held | held, if any, during | ||
the year | ||||
Ban Song Long | 76 | Cousin of Fu Kuo Chen | Non-Executive | None |
David | Director | |||
2003 | ||||
Fu Kuo Chen David | 59 | Cousin of Ban Song | Non-Executive | None |
Long and brother-in-law | Director | |||
of Ong Beng Seng (see | 2003 | |||
note below) |
Note: Ong Beng Seng is deemed to be a substantial shareholder of NSL Ltd through 98 Holdings Pte Ltd, Excel Partners Pte Ltd, Excelfin Pte Ltd and Reef Investments Pte Ltd by virtue of the provisions under Section 7 of the Companies Act, Chapter 50.
BY ORDER OF THE BOARD
LIM Su-Ling
Company Secretary
27 February 2020
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NSL LTD
(Reg. no.: 196100107C)
This release may contain forward-looking statements which may be identified by phrases that the Company or Management or Directors "expects", "believes" "anticipates" "foresees" or "forecasts". These forward-looking statements, if any, are based on current expectations and assumptions that are subject to risks and uncertainties. Actual performance, outcome or financial results post the date of this release may differ materially from those expressed in this release. Some factors that may affect the actual performance of the NSL Ltd and its group of companies may include, without limitation, political, economic, geographical, climatic and social conditions in the countries where the NSL Ltd and its group of companies, its customers or its suppliers operate; armed conflict or the effects of terrorist activities or war, acts of God, tsunami, earthquake, natural disasters, floods, effects of global climatic change in any part of the world which may cause disruption in manufacture, supply (availability and costs) of raw or intermediate materials, power, water, fuel, crude oil, import, export, transportation network necessary for the acquisition and supply of goods and services or financial markets; currency fluctuations; fluctuations in the price of raw materials, power, water, fuel, crude oil or demand for natural rubber; volatility of financial markets; general industry conditions, interest rate trends, cost of borrowings and capital availability, intense competition from other companies and venues for the production, sale/distribution of goods and services of the NSL Ltd and its group of companies, changes in industry or market capacity or demands; obsolete inventory, market acceptance or rejection of new goods and services, continued market acceptance of existing goods and services of the NSL Ltd and its group of companies; risk of unanticipated increased costs of power, oil, fuel, crude oil or utilities to operate its various plants; continued ability of NSL Ltd and its group of companies to retain market size and competitiveness for its goods and services; the effect of changes to policies /regulations whether or not resulting in imposition or lifting of anti-dumping duties in countries which the NSL Ltd and its group of companies operate, industrial accident(s) in any facility(ies) of NSL Ltd and its group of companies and their effects; unavailability of insurance, adverse results on litigation or debt recovery, implementation of operating cost structure that is aligned with revenue growth; avian flu, swine flu, coronaviruses (alpha and beta) (including but not limited to MERS-CoV,SARS-CoV,SARS-CoV-2 and 2019-nCoV) and their effects; coup d'etat, civil unrest, civil uprisings, revolutions, demonstrations, protests in any part of the world where NSL Ltd and its group of companies operate; any factor which may cause revenues and income to fall short of anticipated levels; ability to develop manufacture and market products and services in a rapidly changing environment; management retention and succession; changes in operating expenses, including employee wages, benefits and training, and governmental and public policy changes. This statement only relates to information available as at the date of release and you are cautioned to seek professional advice from your stock broker, solicitor, accountant or other professional adviser if you are in any doubt as to the meaning of anything herein.
24
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NSL Ltd. published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 12:20:15 UTC