QuickLinks -- Click here to rapidly navigate through this document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
August 12, 2004
JSG FUNDING PLC
(formerly known as MDP Acquisitions plc)
(Translation of registrant's name into English)
Beech Hill
Clonskeagh
Dublin 4
Ireland
Telephone: +353 (1) 202-7000
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F: ý Form 40-F: o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: o No: ý
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
| | |
---|---|---|
2004 Second Quarter Results 3 months ended 30 June, 2004 | ||
11 August, 2004: JSG Funding plc ("JSG" or the "Group") today announced results for the 3 months ended 30 June, 2004.
| 2Q '04 € m | 2Q '03 € m | Change % | 2Q '04 € m | 1Q '04 € m | Change % | H1 '04 € m | H1 '03 € m | Change % | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | 1,226 | 1,217 | 1% | 1,226 | 1,200 | 2% | 2,426 | 2,396 | 1% | |||||||||
EBITDA* | 158 | 176 | (10%) | 158 | 142 | 11% | 300 | 331 | (9%) | |||||||||
EBITDA* Margin | 12.9% | 14.4% | (11%) | 12.9% | 11.8% | 9% | 12.4% | 13.8% | (10%) | |||||||||
Free cash flow | 70 | 45 | 56% | 70 | 13 | 438% | 83 | 56 | 48% | |||||||||
Pre-tax profit/(loss) | 20 | 26 | (22%) | 20 | (3) | NM | 17 | 31 | (46%) |
- *
- Pre-exceptional EBITDA of subsidiaries only
Second Quarter, 2004: Year-on-year performance
Second quarter net sales of €1,226 million increased 1% against €1,217 million in the second quarter of 2003. Excluding the effect of acquisitions, disposals and currency movements, sales increased €21 million or 2% on the comparable period in 2003.
Second quarter EBITDA, before exceptional items, of €158 million decreased 10% against €176 million in the second quarter of 2003 representing a margin on net sales of 12.9% and 14.4% respectively. Excluding the effect of acquisitions, disposals, currency movements and the one-off gain on property sales in the K Club in 2003, EBITDA, before exceptional items, of €158 million increased over 1% on the comparable period in 2003. This represents an EBITDA margin on net sales of 12.9%, a slight improvement on the 2003 figure.
Second Quarter, 2004: Quarter-on-quarter performance
Second quarter net sales of €1,226 million increased 2% against €1,200 million in the first quarter of 2004. Excluding the effect of currency movements, sales increased €14 million or 1% on the first quarter of 2004.
Second quarter EBITDA, before exceptional items, of €158 million increased 11% against €142 million in the first quarter of 2004 representing a margin on net sales of 12.9% and 11.8% respectively. Excluding the effect of currency movements, EBITDA, before exceptional items increased €14 million or 10% on the first quarter of 2004. There was no material acquisition or disposal impact during the first or second quarter of 2004.
Second Quarter, 2004: Summary Cash Flows & Capital Structure
Free cash flow in the second quarter of €70 million compares to €45 million in 2003. Second quarter free cash flow reflects a lower working capital outflow, lower capital expenditure and receipts from property sales. Net borrowing at 30 June, 2004 was €3,074 million (including €29 million capital leases). This is a reduction of €46 million from March 2004 levels. The relative weakening of the euro since December 2003 has increased the value of non-euro denominated debt and has resulted in a currency translation loss of €4 million in the quarter. Net debt to capitalisation was 78% at 30 June 2004.
2
First Half 2004: Year-on-year performance
Net sales for the first half of 2004 of €2,426 million increased 1% against €2,396 million in the first half of 2003. Excluding the effect of acquisitions, disposals and currency movements, sales increased €21 million or 1% on the same period in 2003.
EBITDA, before exceptional items, of €300 million for the first half decreased 9% against €331 million in the first half of 2003 representing a margin on net sales of 12.4% and 13.8% respectively. Excluding the effect of acquisitions, disposals, currency movements and one-off gains, EBITDA, before exceptional items, of €300 million decreased €15 million or 5% against the comparable period in 2003. This represents an EBITDA margin on net sales of 12.4% and 13.1% respectively.
Product Market Overview: Europe
The second quarter again reflects a difficult operating environment for our main businesses in Europe. While overall volumes (in recycled containerboard, kraftliner and corrugated) increased during the quarter, there is currently a different product price dynamic for recycled containerboard and kraftliner. Recycled containerboard prices increased €30 to €40 per tonne during the first quarter reflecting modest increases in waste-fibre costs. However, waste-fibre prices started to decline during the second quarter which contributed to some margin recovery in containerboard. Following the decline in waste-fibre, recycled containerboard prices were adjusted downwards by approximately €20 per tonne at the beginning of July. Volumes of recycled containerboard increased 8% during the second quarter. Excluding the effect of acquisitions year-on-year, volumes increased 5%.
The global supply and demand balance for kraftliner has improved. JSG, as owner of the two largest kraftliner mills in mainland Europe, is a beneficiary of this improvement. A price increase, announced for April, 2004 was partially implemented during the second quarter and continued progress is being made. A further price increase of €50 per tonne has been announced for 1 September. Despite a better pricing environment for kraftliner, second quarter product prices were approximately €40 per tonne below the comparable period in 2003. Kraftliner volumes increased 9% year-on-year in the second quarter.
Corrugated prices did not increase during the second quarter to reflect increasing containerboard prices. This contributed to margin erosion. Current corrugated prices also remain below 2003 levels. Corrugated volumes increased 1% on the comparable period in 2003. Excluding the effect of acquisitions year-on-year, corrugated volumes increased 1%.
Our Munksjö Speciality operations had a good second quarter, reflecting improving décor paper markets and improved pulp prices. Munksjö's financial performance represents a significant improvement on prior years. The Bag-in-Box business is now growing strongly after a weak first quarter. Sack kraft prices declined in the first quarter; however, price increases have been announced for the second half of 2004. JSG's sack business remains relatively stable. The graphic board business, while a relatively small component of JSG's European business, is performing well following a recent restructuring. 2003 second quarter results benefited from the inclusion of the €18 million gain on property sales at the K Club.
Product Market Overview: Latin America
JSG's Latin American businesses continue to progress. Factors contributing to improving performance include a continuing recovery in Mexico and a stable performance in Colombia and Argentina. Venezuela also continues to perform very well in an environment of continued political and economic uncertainty. Second quarter containerboard volumes, for the region, increased 7% year-on-year. Corrugated volumes increased 5% year-on-year.
3
Internal restructuring initiatives together with an improving domestic and US economy are contributing to a good recovery in Mexico. Containerboard and corrugated volumes increased 9% and 2% respectively in the quarter. JSG's Mexican operations are experiencing some growth in the manufacturing sector in the Maquiladora region. In Colombia, second quarter volumes remain unchanged. However, despite a stronger than expected local currency, Colombia achieved a modest improvement in performance year-on-year. In Argentina and Venezuela, volumes increased year-on-year. Second quarter volumes in paper increased 4% in both countries; corrugated volumes increased 10% and 12% respectively year-on-year.
JSG continues to grow its business in the developing Latin American region and has now entered two new markets. Building on the strong management team and experience within the region, JSG has expanded its sack business into Ecuador. JSG is also engaged in a cost-efficient entry (using currently owned equipment) into the Chilean corrugated market.
Capital Expenditure, Cost Take-out & Disposals
Capital expenditure during the second quarter, including the movement in capital creditors, was €48 million. First half capital expenditure was €94 million. The capital expenditure target for the full year remains approximately 80% of depreciation. This level of expenditure represents adequate investment levels to sustain current and expected business needs. Capital expenditure is being applied where we can achieve JSG's demanded rate of return. Expenditure currently includes a number of strategic projects—at the Mengibar mill in Spain and the Haupt mill in Germany. These investments enhance production capacity and the ability to serve market demand for lighter basis weights and white-top containerboard.
JSG continues to focus on reducing costs across the organisation. Operational cost take-out in the first half of 2004 is over €20 million. JSG's centralised purchasing programme has resulted in achieving a further €5 million in annualised savings year-to-date. This will, in part, help offset increasing input costs such as energy.
JSG continues to review all non-strategic and non-EBITDA generating assets. During the second quarter, JSG disposed of a real estate site in Dublin and has also agreed to the sale of a small communications and media business. The SPV, established at the time of the leveraged buy-out by Madison Dearborn, does not fall within the scope of JSG's reported accounts or its financial performance. All of the debt associated with the SPV (€125 million) has been repaid ahead of schedule and €11 million was transferred to JSG from the SPV during the first quarter. JSG will directly benefit from any sale of remaining assets within the SPV. Amongst the assets remaining are the Pomona newsprint mill and our stake in Lecta.
Second Quarter, 2004: Cash Flows & Capital Structure
Free cash flow in the second quarter of €70 million increased from €45 million in 2003 despite lower subsidiary profits. The increase reflects a lower working capital outflow, lower capital expenditure and disposal proceeds of €18 million (primarily in relation to sale of a real estate site in Dublin).
Depreciation was higher year-on-year reflecting the acquisition of SSCC's European packaging operations in 2003 and adjustments to fixed assets following a fair value exercise. Goodwill was reduced year-on-year as part of the fair value exercise. Capital expenditure was €48 million in the second quarter. Working capital increased by €4 million in the quarter and was €466 million at 30 June 2004. This represented 9.6% of annualised net sales compared to 10.5% at 30 June 2003.
Financing and investment outflows in the second quarter were modest. In the second quarter of 2003, investments included the acquisition of Papelera Navarra (the payment of which was deferred until the third quarter) as well as the buy-out of JSG's joint venture partner in a Polish sack plant.
4
A €61 million surplus for the second quarter was offset by the add-back of non-cash interest and currency, resulting in a decrease in net borrowing of approximately €46 million. The euro weakened during the quarter relative to both the US dollar and sterling and the value of non-euro debt increased resulting in a currency translation loss of €4 million. In total, net borrowing decreased by almost €46 million from €3,091 million (€3,118 million including leases) at March 2004 to €3,045 million (€3,074 million including leases) at June 2004.
5
Summary cash flows for the second quarter and first half of 2004 are set out in the following table.
| 3 months to 30 Jun 2004 € Million | 3 months to 30 Jun 2003 € Million | 6 months to 30 Jun 2004 € Million | 6 months to 30 Jun 2003 € Million | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
Profit before tax—subsidiaries | 17 | 22 | 11 | 26 | |||||||||
Exceptional items | (15 | ) | — | (15 | ) | — | |||||||
Depreciation and depletion | 69 | 65 | 135 | 128 | |||||||||
Goodwill amortisation | 9 | 11 | 21 | 21 | |||||||||
Non cash interest expense | 16 | 15 | 31 | 29 | |||||||||
Working capital change | (4 | ) | (19 | ) | (17 | ) | (42 | ) | |||||
Capital expenditure | (42 | ) | (47 | ) | (81 | ) | (79 | ) | |||||
Change in capital creditors | (6 | ) | (3 | ) | (13 | ) | (11 | ) | |||||
Sales of fixed assets | 18 | — | 22 | 1 | |||||||||
Tax paid | (4 | ) | (7 | ) | (23 | ) | (24 | ) | |||||
Dividends from associates | 3 | — | 3 | — | |||||||||
Other | 9 | 8 | 9 | 7 | |||||||||
Free cash flow | 70 | 45 | 83 | 56 | |||||||||
Investments | (4 | ) | (6 | ) | (5 | ) | (94 | ) | |||||
Sale of businesses and investments | — | 5 | — | 12 | |||||||||
Dividends paid to minorities | (4 | ) | — | (5 | ) | (4 | ) | ||||||
Deferred debt issue costs | — | — | — | (8 | ) | ||||||||
Transaction Fees | (1 | ) | — | (2 | ) | (12 | ) | ||||||
Transfer of cash from/(to) affiliates | — | 2 | 11 | (2 | ) | ||||||||
Net cash inflow/(outflow) | 61 | 46 | 82 | (52 | ) | ||||||||
Net cash/(debt) acquired/disposed | — | 14 | — | 55 | |||||||||
SSCC inter company debt repaid | — | — | — | (97 | ) | ||||||||
Non-cash interest accrued | (12 | ) | (10 | ) | (22 | ) | (20 | ) | |||||
Currency translation adjustments | (4 | ) | 41 | (32 | ) | 82 | |||||||
Decrease/(increase) in net borrowing | € | 45 | € | 91 | € | 28 | € | (32 | ) | ||||
A reconciliation of net profit to EBITDA, before exceptional items, is set out in the following table.
| 3 months to 30 Jun 2004 €000 | 3 months to 30 Jun 2003 €000 | 6 months to 30 Jun 2004 €000 | 6 months to 30 Jun 2003 €000 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
Retained profit/(net loss) | 13,171 | 5,639 | (13,675 | ) | (18,678 | ) | |||||||
Equity minority interests | 3,411 | 3,634 | 7,123 | 9,300 | |||||||||
Taxation | 3,859 | 16,604 | 23,547 | 40,759 | |||||||||
Share of associates' operating profit | (3,354 | ) | (4,672 | ) | (6,023 | ) | (6,654 | ) | |||||
Profit on sale of assets and operations — subsidiaries | (15,072 | ) | — | (15,072 | ) | — | |||||||
Reorganisation and restructuring costs | 5,655 | — | 5,655 | 5,346 | |||||||||
Total net interest | 72,958 | 78,029 | 142,863 | 151,950 | |||||||||
Depreciation, depletion and amortisation | 77,736 | 76,321 | 155,905 | 148,980 | |||||||||
EBITDA before exceptional items | € | 158,364 | € | 175,555 | € | 300,323 | € | 331,003 | |||||
6
Performance Review and Outlook
Gary McGann, CEO commented "These results reflect a reasonable performance in a difficult operating environment for our business. As we consistently maintain, our objective is to continue to actively manage the factors we can control which will, in time, deliver improved performance at each point of the industry cycle.
Business conditions in Europe continue to necessitate strong, active management of the factors we can control. This includes a continued judicious approach to our capital programmes and addressing underperforming or non-cash generating businesses. The ongoing progress in our Latin American businesses clearly demonstrates both the growth potential of this region and the quality of its management.
The expected economic recovery should translate into an improved financial performance towards the end of the financial year. This, together with other initiatives, will enhance our stated financial priority of progressive debt paydown."
Website access to reports
The Registrant's annual report on Form 20-F, current reports on Form 6-K and all amendments to those reports are made available free of charge through the Registrant's website (www.smurfit-group.com) as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.
Contacts | | | | Information | ||||
---|---|---|---|---|---|---|---|---|
Gary McGann | Chief Executive Officer | Jefferson Smurfit Group | +353 1 202 7000 | Beech Hill, Clonskeagh | ||||
Tony Smurfit | President & COO | Jefferson Smurfit Group | +353 1 202 7000 | Dublin 4, Ireland | ||||
Ian Curley | Finance Director | Jefferson Smurfit Group | +353 1 202 7000 | Ph +353 1 202 7000 | ||||
Mark Kenny | K Capital Source | +353 1 631 5500 | smurfit@kcapitalsource.com |
7
Summary Group Profit and Loss Account
| 3 months to 30 Jun 2004 €000 | 3 months to 30 Jun 2003 €000 | 6 months to 30 Jun 2004 €000 | 6 months to 30 Jun 2003 €000 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | ||||||||||
Turnover | 1,226,221 | 1,217,182 | 2,426,156 | 2,395,512 | ||||||||||
Cost of sales | 877,637 | 871,940 | 1,747,809 | 1,728,838 | ||||||||||
Gross profit | 348,584 | 345,242 | 678,347 | 666,674 | ||||||||||
Net operating expenses | 264,030 | 241,978 | 525,970 | 477,401 | ||||||||||
Reorganisation and restructuring costs | 5,655 | — | 5,655 | 5,346 | ||||||||||
Operating profit subsidiaries | 78,899 | 103,264 | 146,722 | 183,927 | ||||||||||
Share of associates' operating profit | 3,354 | 4,672 | 6,023 | 6,654 | ||||||||||
Total operating profit | 82,253 | 107,936 | 152,745 | 190,581 | ||||||||||
Profit on sale of assets | 15,072 | — | 15,072 | — | ||||||||||
Group net interest | (72,559 | ) | (76,922 | ) | (142,361 | ) | (150,599 | ) | ||||||
Share of associates' net interest | (399 | ) | (1,107 | ) | (502 | ) | (1,351 | ) | ||||||
Total net interest | (72,958 | ) | (78,029 | ) | (142,863 | ) | (151,950 | ) | ||||||
Other financial expense | (3,926 | ) | (4,030 | ) | (7,959 | ) | (7,250 | ) | ||||||
Profit before taxation | 20,441 | 25,877 | 16,995 | 31,381 | ||||||||||
Taxation | ||||||||||||||
Group | 2,862 | 15,658 | 22,649 | 39,730 | ||||||||||
Share of associates | 997 | 946 | 898 | 1,029 | ||||||||||
3,859 | 16,604 | 23,547 | 40,759 | |||||||||||
Profit/(loss) after taxation | 16,582 | 9,273 | (6,552 | ) | (9,378 | ) | ||||||||
Equity minority interests | 3,411 | 3,634 | 7,123 | 9,300 | ||||||||||
Retained profit/(net loss) | € | 13,171 | € | 5,639 | € | (13,675 | ) | € | (18,678 | ) | ||||
8
Segmental Analyses
Sales—third party
| 3 months to 30 Jun 2004 €000 | 3 months to 30 Jun 2003 €000 | 6 months to 30 Jun 2004 €000 | 6 months to 30 Jun 2003 €000 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Packaging | 784,019 | 789,248 | 1,569,272 | 1,444,278 | ||||||||
Specialities | 264,697 | 251,920 | 515,384 | 509,341 | ||||||||
Europe | 1,048,716 | 1,041,168 | 2,084,656 | 1,953,619 | ||||||||
United States and Canada | — | — | — | 104,355 | ||||||||
Latin America | 177,505 | 176,014 | 341,500 | 337,538 | ||||||||
€ | 1,226,221 | € | 1,217,182 | € | 2,426,156 | € | 2,395,512 | |||||
Associates' third party sales | € | 56,903 | € | 69,746 | € | 93,822 | € | 126,670 | ||||
Share of associates' third party sales | € | 21,851 | € | 27,615 | € | 36,028 | € | 50,624 | ||||
Profit before taxation
| 3 months to 30 Jun 2004 €000 | 3 months to 30 Jun 2003 €000 | 6 months to 30 Jun 2004 €000 | 6 months to 30 Jun 2003 €000 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Packaging | 38,732 | 60,978 | 73,893 | 119,427 | |||||||||
Specialities | 29,523 | 33,354 | 49,058 | 50,394 | |||||||||
Associates | 2,813 | 2,848 | 4,706 | 5,130 | |||||||||
Europe | 71,068 | 97,180 | 127,657 | 174,951 | |||||||||
Packaging | — | — | — | 7,775 | |||||||||
United States and Canada | — | — | — | 7,775 | |||||||||
Packaging | 29,324 | 23,746 | 57,771 | 40,918 | |||||||||
Associates | 541 | 254 | 1,317 | (46 | ) | ||||||||
Latin America | 29,865 | 24,000 | 59,088 | 40,872 | |||||||||
Asia (Associates) | — | 1,570 | — | 1,570 | |||||||||
Centre costs | (7,458 | ) | (7,228 | ) | (15,065 | ) | (15,264 | ) | |||||
Profit before goodwill amortisation, interest, and exceptional items | 93,475 | 115,522 | 171,680 | 209,904 | |||||||||
Goodwill amortisation | (9,493 | ) | (11,616 | ) | (21,239 | ) | (21,227 | ) | |||||
Group net interest | (72,559 | ) | (76,922 | ) | (142,361 | ) | (150,599 | ) | |||||
Share of associates' net interest | (399 | ) | (1,107 | ) | (502 | ) | (1,351 | ) | |||||
Profit before exceptional items | 11,024 | 25,877 | 7,578 | 36,727 | |||||||||
Reorganisation and restructuring costs | (5,655 | ) | — | (5,655 | ) | (5,346 | ) | ||||||
Profit on the sale of assets and businesses | 15,072 | — | 15,072 | — | |||||||||
Profit before taxation | € | 20,441 | € | 25,877 | € | 16,995 | € | 31,381 | |||||
9
Summary Group Balance Sheet as at 30 June 2004
| 30 Jun 2004 €000 | 30 Jun 2003 €000 | |||||
---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | |||||
Assets Employed | |||||||
Fixed Assets | |||||||
Intangible assets | 1,423,295 | 1,813,436 | |||||
Tangible assets | 2,398,994 | 2,184,969 | |||||
Amounts due by fellow subsidiaries (newcos) | 267,252 | 236,573 | |||||
Amounts due by Jefferson Smurfit Group Ltd. | 3,447 | 3,579 | |||||
Financial assets | 82,752 | 108,014 | |||||
4,175,740 | 4,346,571 | ||||||
Current Assets | |||||||
Stocks | 479,431 | 507,821 | |||||
Debtors | 1,008,950 | 1,065,115 | |||||
Amounts due by fellow subsidiaries (newcos) | 358 | 11,577 | |||||
Cash at bank and in hand | 170,248 | 195,129 | |||||
1,658,987 | 1,779,642 | ||||||
Creditors (amounts falling due within one year) | 1,226,648 | 1,299,978 | |||||
Net current assets | 432,339 | 479,664 | |||||
Total assets less current liabilities | € | 4,608,079 | € | 4,826,235 | |||
Financed by | |||||||
Creditors (amounts falling due after more than one year) | 3,009,363 | 3,093,663 | |||||
Government grants | 14,957 | 34,664 | |||||
Provisions for liabilities and charges | 230,740 | 222,179 | |||||
Pension liabilities (net of deferred tax) | 368,845 | 442,001 | |||||
3,623,905 | 3,792,507 | ||||||
Capital and Reserves | |||||||
Called up share capital | 40 | 40 | |||||
Other reserves | 920,650 | 904,747 | |||||
Profit and loss account | (55,146 | ) | (6,008 | ) | |||
Group shareholders' funds (equity interests) | 865,544 | 898,779 | |||||
Minority interests (equity interests) | 118,630 | 134,949 | |||||
984,174 | 1,033,728 | ||||||
€ | 4,608,079 | € | 4,826,235 | ||||
Companies (Amendment) Act, 1986
The financial statements included in this report do not comprise "full group accounts" within the meaning of Regulation 40(1) of the European Communities (Companies: Group Accounts) Regulations, 1992 of Ireland insofar as such group accounts would have to comply with the disclosure and other requirements of those Regulations. Full group accounts for the year ended 31 December 2003 have received an unqualified audit report and will be filed with the Irish Registrar of Companies in due course.
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JSG FUNDING PLC | |||
By: | /s/ IAN J. CURLEY Name: Ian J. Curley Title: Director and Chief Financial Officer |
Date: August 12, 2004
JSG Funding plc
JSG Funding plc
JSG Funding plc
SIGNATURES