TIDMSECG
RNS Number : 4983Z
SEC Newgate S.p.A.
21 September 2020
SEC Newgate S.p.A.
("SEC Newgate", "the Company" or "the Group")
Unaudited condensed consolidated interim results
for the six months ended 30 June 2020
SEC Newgate S.p.A (AIM: SECG), the international communications,
advocacy and research group, is pleased to announce its unaudited
results for the six months ended 30 June 2020.
Financial Highlights
-- Group revenues: EUR31.5m (H1 2019: EUR15.0m) *
-- Gross profit: EUR28.0m (H1 2019: EUR12.6m) *
-- Profit before tax: EUR1.5m ** (H1 2019: EUR0.3m) *
-- Net cash flow from operating activities: inflows EUR4.7m (H1 2019: outflows EUR6.6m)
-- Net debt as at 30 June 2020: EUR13.1m, including EUR7.1m Lease Liabilities (H1 2019: EUR8.0m,
including EUR5.2m Lease Liabilities) *
- new bank loan facilities secured include EUR1.0m from Banca
Carige and EUR1.0m from Banca
Popolare di Milano
- other new borrowings include EUR2.5m convertible bonds issued
in February 2020
* H1 2019 comparatives for SEC S.p.A.; H1 2020 results for the
enlarged SEC Newgate S.p.A group following the merger with SEC
Newgate UK Limited (formerly Porta Communications Plc) and its
subsidiaries on 3 September 2019
** Including EUR0.4m loss due to net foreign exchange movements
Operational Highlights
-- Appointment of Sergio Penna as Group Financial Officer, effective 1 June 2020
-- SEC Newgate ranked 30th in the PRovoke Global Top 250 PR
Agency Ranking 2020, placing the business 7th in Europe
Post-period highlights
-- Established SEC Newgate US LLC, a US joint venture in which the Group has a 55% ownership
-- Launch of TRUE(R) , an Artificial Intelligence powered
platform to run extensive and totally new-to-market semantic and
reputation assessments, following three years of investment and
development
-- Appointment of James Hill as Managing Partner of Newgate
Greater China, effective 22 September 2020
John Foley, Group Chairman, commented:
"The Group's Interim Results for H1 2020 are very pleasing and
demonstrate strong performance across the newly enlarged Group
culminating in solid profitability and excellent cash generation
achieved at the operational level.
Covid-19 has obviously created its challenges, but our senior
management team has maintained a focus on appropriate cost levels
whilst ensuring service levels remain high. The Group's turnover,
profitability, margins and retention rates are strong and there
have also been a number of encouraging new contract wins secured
during the period. New initiatives have been launched in the USA
and new products and research methods have been announced including
the Group's TRUE artificial intelligence platform which was
launched in Italy in July 2020. Details of H1 performance are set
out in the Chief Executive's Review below.
The outlook is exciting despite the uncertainties caused by
Covid-19. The Board believes that positive momentum can be
maintained and that the Group can continue to develop as a major
global strategic communications agency."
Fiorenzo Tagliabue, Group Chief Executive Officer,
commented:
"This is the Group's first set of Interim Results operating
under our new SEC Newgate brand and our detailed Strategic Plan
covering the three-year period to the end of 2022 that will now be
updated to 2023.
Despite the Covid-19 pandemic outbreak in the first quarter of
2020, SEC Newgate's half year performance has remained strong and
has been supported by the proactive steps taken to manage and
mitigate its impact. We have maintained a constant focus on the
quality of services we provide to our clients as confirmed by the
recent launch of innovative digital products and further expansion
into the United States.
If there is one good thing to come out of the Covid-19 pandemic,
it is the evidence it has provided that we have a truly exceptional
and cohesive team that is all pulling in the same direction. We are
all committed to focusing on the things we can do to ensure our
clients receive the service they need, our people are nurtured, and
our reputation and brand continue to build so we are in a good
position to invest in our future and continue our progress into
2021."
The 2020 Interim Results can also be downloaded from the
Company's investor relations website: (
https://www.secnewgate.com/investors/ ).
- ends -
For further information please contact:
SEC Newgate S.p.A.
Fiorenzo Tagliabue (Group CEO) Tel: +39 335 6008858
tagliabue@secrp.com
Emma Kane (Deputy Group CEO, Tel: +44 (0) 7876 338339
CEO Newgate Communications UK) emma.kane@newgatecomms.com
Sergio Penna (Group CFO) penna@secrp.com
Arden Partners (Nominated Adviser
and Broker)
Richard Johnson / Benjamin Cryer Tel: +44 (0) 20 7614 5900
Notes to Editors about SEC Newgate
-- Further information is available at www.secnewgate.com
-- On 3 September 2019, SEC S.p.A. and SEC Newgate UK Limited
(formerly Porta Communications Plc) merged to create SEC Newgate
S.p.A.
-- The Group's principal brands are: ACH SEC Global (Spain);
Cambre Associates (Belgium); Cambre Maroc (Morocco); Clai (France);
Kohl PR (Germany); Martis Consulting (Poland); Newgate
Communications (Abu Dhabi, Australia, Greater China, Singapore,
UK); Newington (UK); Publicasity (UK); SEC Latam (Colombia); SEC
Newgate S.p.A. (Italy); SEC Newgate US (USA); and 2112 (UK).
CEO Review
Despite 2020 being one of the most challenging years in over a
century, the SEC Newgate team has delivered strong, positive
results for the first half. Our clear business strategy and the
strong operational performances achieved prior to the onset of the
global pandemic, provided the Group with the ballast required to
navigate the uncharted waters we all encountered from the second
quarter.
Two factors have been the key drivers of the Group's success in
the first six months:
-- Firstly, the quality of our people and management - an
incredible amount of energy, strategic thinking and positivity is
evident across the Group. I would like to thank all my colleagues
across SEC Newgate for their resilience and commitment. They have
had to adapt to the new working environment, improving the way we
communicate internally and externally, to maintain the highest
levels of service for our clients, and to find ways to achieve
savings during a time of significant uncertainty.
-- Secondly, the constant push towards innovation - the Group
has adapted to changing market demands by offering new and
innovative products and services such as digitizing events and
developing business recovery plans aimed at those industries whose
businesses had been most affected by the pandemic. This incredible
effort has helped to mitigate potential decreases in revenues.
Innovation is a core pillar in our strategic plan. Nearly three
years of development in association with a pool of experts from
international universities and EUR1.5m of investment in TRUE(R) ,
our proprietary Artificial Intelligence powered platform came to
fruition when it was successfully launched in July 2020 in Italy.
We are now working to develop multilingual adaptations of our
platform, commencing with the launch of an English version that can
be used by all operations across the Group.
Geographic expansion is another core pillar in our strategic
plan. Today SEC Newgate ranks 30th in the PRovoke Global Top 250 PR
Agency Ranking 2020, placing the business 7th in Europe. In July we
started operations in New York and Washington DC, expanding our
footprint into a new geographic region through a joint venture to
create SEC Newgate US. In the short term, we are committed to
assessing the expansion strategy into this huge market in order to
reach a consistent presence and develop business potential
according to the strategic nature of the US market.
We have also strengthened our presence in Greater China with the
appointment of James Hill as Newgate Communications Managing
Partner, effective from 22 September 2020. He will be based in Hong
Kong and will oversee the firm's expansion in Greater China and
work with colleagues in the Asia-Pacific region to expand its
pan-regional client base.
In April 2020, the Board of Directors appointed Sergio Penna as
the new Group CFO with effect from 1 June 2020. Sergio brings
considerable financial experience to the Group and is based in
Milan, reporting to the Group CEO.
Concurrently with all these positive steps, we recognised that
Covid-19 was going to have a dramatic impact around the world and
that we needed to take swift and decisive action. In February, we
implemented a spending "handbrake" strategy to protect our cash
position and liquidity. Our strategy was also shaped by certain key
principles, including:
-- to avoid job losses, while securing the safety of our people and their families;
-- to defend the level of service delivery and client satisfaction; and
-- to keep commercial opportunities alive and ready to be launched.
As a result, in the six months ended 30 June 2020, the Group
generated a net cash inflow from operating activities of EUR4.7m.
This positive performance was the result of efficient business and
financial management; we secured EUR105,000 rent reductions and
EUR288,000 of other permanent spending cuts and received the
benefit of EUR494,000 non refundable governmental assistance and
EUR561,000 of deferred payments.
Financial Overview
The following table summarises the Group's key financial results
for the six months ended 30 June 2020. The combined SEC Newgate
group, including SEC Newgate UK Limited and its subsidiaries, was
formed on 3 September 2019 and therefore the trading performance is
not reflected in 2019 half year results.
Six months ended 30 June 2020 2019
-------------------------------- --------- ---------
EUR' 000 EUR' 000
-------------------------------- --------- ---------
Revenues 31,494 15,042
Gross profit 28,014 12,551
Operating profit 2,366 346
Profit before tax 1,509 252
Net debt(1) 13,105 7,980
Net cash inflow/(outflow) from
operating activities 4,663 (6,854)
-------------------------------- --------- ---------
(1) At 30 June 2020 net debt included lease liabilities of EUR7,124,000 (2019: EUR5,270,000)
Operational Overview
Africa & Middle East
This is the first year of trading for our Moroccan agency whose
focus has primarily been on building awareness and preparing
proposals for potential new clients although several campaigns have
been postponed. However, the team did work on over 20 projects from
pure advisory to lobbying campaigns, working with several of the
Group's agencies in different regions and made a good impact in its
first period.
Newgate Abu Dhabi clients are primarily Government-linked and
many projects were paused due to the pandemic but the team took all
steps necessary to continue to fuel its pipeline and to take steps
to mitigate its reduction in revenues.
Americas
SEC Newgate Colombia completed its half year in positive
territory despite the impact of the Covid-19 pandemic. While some
retainer briefs were either reduced or frozen and the Agency's
ability to generate new business slowed as a function of the
lockdown, the group worked hard to maintain profitability by
optimizing costs across the board while taking advantage of
Government initiatives. In addition, scope of work was expanded for
clients such as Diageo, Adidas, and most notably Didi.
Asia Pacific
The Asia Pacific region as a whole, performed very strongly
during the period.
Newgate Australia, one of our larger subsidiaries, was the
standout success in the Group during the period. It enjoyed solid
revenue growth and was highly profitable for the six months despite
initial uncertainty generated by the onset of the virus in March.
It successfully maintained its client base and generated many new
crisis briefs for major organisations seeking to be considered
essential businesses as part of the lockdown. In particular, the
Agency's research capabilities were in high demand during the
period.
The Greater China offices also performed solidly despite the
challenges. Its proximity to the epicenter of the Covid-19 pandemic
at the start of the year coupled with the impact of back-to-back
holiday events - the Christmas period followed by Chinese New Year
in late January - and the trade tensions which were further
escalated between the United States of America and China, impacted
corporate investment activity and decision making in the region.
Notwithstanding, it managed to convert a number of new clients and
manage its cost-base sufficiently to successfully navigate the
tough trading period.
Newgate Singapore also adjusted quickly to the crisis and
managed costs and operational challenges well. Despite the severe
challenges, it has successfully converted a number of significant
new mandates and managed to remain profitable.
Europe & UK
The Group's agencies in Europe and the UK all had strong starts
to the financial year but were inevitably impacted by Covid-19.
Necessary steps were taken to mitigate the mid-term consequences
and the majority of agencies remained profitable throughout the
first half. Whilst most teams spent many months working remotely
from the office, the emphasis was on finding innovative ways to
service and retain existing clients.
SEC in Italy achieved high renewal rates and limited fee
reductions whilst the strict lockdown precautions imposed by the
Spanish Government and political instability added to the economic
uncertainty and difficult trading conditions. Cambre, based in
Brussels, was successful in winning a number of new clients,
extending client briefs which ensured that its strong results and
profitability continued into the second quarter. The agency also
rebooted its lucrative healthcare practice and hosted successful
online marketing events. CLAI in France showed great resilience in
adapting to the new circumstances and remained profitable
throughout the period. 2112, the creative agency, experienced a
slowing down in business due to the industry-wide downturn in media
and advertising spend. New business opportunities primarily centred
around issues management, digital events and research. Significant
new clients include Amazon, Netquattro, Semmaris in France, and
crisis management services for the Warsaw Stock Exchange in Poland.
In the UK, Newgate Communications, which is another of our larger
subsidiaries, also remained profitable despite the challenges of
the lockdowns and its work was shortlisted for or won six awards in
the period.
Outlook
Two new committees were set up following the merger in 2019, the
Positioning and Marketing Committees. These are on track to
introduce a new Group branding policy and identity which will
underpin the Group's first global marketing campaign which will be
launched early next year.
The Group continues to focus on driving revenues and managing
its cost base to deliver results that are consistent with those
achieved in the first half of the year.
If there is one good thing to come out of the Covid-19 pandemic
so far, it is the evidence it has provided that we have a truly
exceptional and cohesive team that is all pulling in the same
direction. We are all committed to focusing on the things we can do
to ensure our clients receive the service they need, our people are
cared for, and our reputation and brand continues to build so we
are in a good position to invest in its future and continue our
progress into 2021.
Fiorenzo Tagliabue
Chief Executive Officer
The accompanying notes are an integral part of these unaudited
condensed consolidated interim financial statements.
Condensed consolidated income statement
For the six months ended 30 June 2020
Six months ended 30
June
Restated(1)
2020 2019
notes EUR' 000 EUR' 000
------------------------------------ ------ ---------- ----------------------
Continuing operations
Revenue 4 31,494 15,042
Cost of sales (3,480) (2,491)
------------------------------------ ------ ---------- ----------------------
Gross profit 28,014 12,551
Other income 403 42
Operating costs 5 (26,051) (12,247)
Operating profit 2,366 346
Net finance cost 6 (857) (94)
Profit before taxation 1,509 252
Taxation 7 (829) (225)
------------------------------------ ------ ---------- ----------------------
Profit for the half year 680 27
------------------------------------ ------ ---------- ----------------------
Profit/(Loss) attributable to:
Owners of the Company 377 36
Non-controlling interests 303 (9)
------------------------------------ ------ ---------- ----------------------
680 27
------------------------------------ ------ ---------- ----------------------
Earnings per share attributable to
the equity holders of the Company
------------------------------------ ------ ---------- ----------------------
Basic, per share EUR0.016 EUR0.003
Diluted, per share EUR0.015 EUR0.002
------------------------------------ ------ ---------- ----------------------
(1) As a result of the acquisition of SEC Newgate UK Limited
(formerly Porta Communications Plc), the Board has decided to
report cost of sales and gross profit as separate line items. To
ensure consistent reporting, the 2019 comparatives have been
restated. Cost of sales comprise of costs recharged to clients.
2019 costs recharged to clients comprised of EUR1,352,000
reclassified from revenue (increasing revenue from EUR13,690,000 to
EUR15,042,000) and EUR1,139,000 from other operating costs. 2019
costs separately disclosed as employment expense, service costs,
depreciation & amortisation and other operating income and
charges have been reclassified and disclosed as operating
costs.
There were no discontinued operations in the half year.
Condensed consolidated statement of comprehensive income
For the six months ended 30 June 2020
Six months ended 30
June
2020 2019
notes EUR' 000 EUR' 000
-------- -------------------------------------------- ------------------- ------------------
Continuing operations
Profit for the half year 680 27
Items that may be subsequently reclassified
to profit or loss:
Loss on revaluation of investments
held at fair value - (638)
Gain on exchange rates 345 19
Items that will not be reclassified
to profit or loss:
Actuarial loss on defined benefit
pension plans (5) (118)
------------------------------------------------------- ------------------- ------------------
Total comprehensive income, net of
tax 1,020 (710)
------------------------------------------------------- ------------------- ------------------
Total comprehensive income attributable
to:
Owners of the Company 680 (714)
Non-controlling interests 340 4
------------------------------------------------------- ------------------- ------------------
1,020 (710)
----------------------------------------------------- ------------------- ------------------
Condensed consolidated statement of financial position
As at 30 June 2020
30 June 31 December
2020 2019
notes EUR' 000 EUR' 000
---------------------------------- ------ --------- ------------------------
Non-current assets
Intangible assets 10 30,856 30,768
Tangible assets 11 7,503 8,984
Investments 16 16
Other financial assets 694 21
Other assets 1,874 3,490
---------------------------------- ------ --------- ------------------------
Total non-current assets 40,943 43,279
---------------------------------- ------ --------- ------------------------
Current assets
Trade and other receivables 17,558 19,656
Financial investments - 280
Cash and cash equivalents 12,852 6,138
---------------------------------- ------ --------- ------------------------
Total current assets 30,410 26,074
---------------------------------- ------ --------- ------------------------
Total assets 71,353 69,353
---------------------------------- ------ --------- ------------------------
Current liabilities
Trade and other payables 15,404 16,861
Borrowings 12 4,709 2,447
Lease liabilities 2,740 2,861
Provisions 13 1,583 1,645
---------------------------------- ------ --------- ------------------------
Total current liabilities 24,436 23,814
---------------------------------- ------ --------- ------------------------
Non-current liabilities
Employee benefits 2,142 2,013
Borrowings 12 14,124 12,431
Lease liabilities 4,385 5,607
Provisions and other liabilities 13 5,627 5,637
Total non-current liabilities 26,278 25,688
---------------------------------- ------ --------- ------------------------
Total liabilities 50,714 49,502
---------------------------------- ------ --------- ------------------------
Net assets 20,639 19,851
---------------------------------- ------ --------- ------------------------
30 June 31 December
2020 2019
notes EUR' 000 EUR' 000
---------------------------- ------ --------- --------------------------
Equity
Share capital 14 2,425 2,425
Share premium 12,456 12,456
Legal reserve(1) 186 148
Other reserves(2) (2,739) (3,076)
Retained earnings(3) 6,495 6,321
Profit/(Loss) for the half
year 377 (99)
---------------------------- ------ --------- --------------------------
Total equity shareholders'
funds 19,200 18,175
---------------------------- ------ --------- --------------------------
Non-controlling interests 1,439 1,676
---------------------------- ------ --------- --------------------------
Total equity 20,639 19,851
---------------------------- ------ --------- --------------------------
(1) Legal reserve: this reserve is required by law, and it is
not distributable.
(2) Other reserves: gains and losses arising on financial assets
classified as fair value through other
comprehensive income, actuarial valuation on pension allowance and exchange rates differences.
(3) Retained earnings: all current and prior period net gains
and losses attributable to the owners of the Company which are not
recognised elsewhere.
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2020
Share Share Legal Other Retained Total Non-controlling Total
capital premium reserve reserves earnings equity interests equity
share-holders'
funds
EUR' EUR' EUR' EUR' EUR'
000 000 000 EUR' 000 000 EUR' 000 EUR' 000 000
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
At 1 January
2020 2,425 12,456 148 (3,076) 6,222 18,175 1,676 19,851
Total
comprehensive
income
Profit for the
half year - - - - 377 377 303 680
Other
comprehensive
income - - - 303 - 303 37 340
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
Total
comprehensive
income - - - 303 377 680 340 1,020
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
Transactions
with owners
Dividends
declared
to
non-controlling
interests - - - - - - (266) (266)
Transfer between
reserves - - 38 - (38) - - -
Movement in
non-controlling
interest
without
a change in
control - - - - 311 311 (311) -
Equity
components
of loans - - - 34 - 34 - 34
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
Total
transactions
with owners - - 38 34 273 345 (577) (232)
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
At 30 June 2020 2,425 12,456 186 (2,739) 6,872 19,200 1,439 20,639
----------------- --------- --------- --------- --------- ---------- --------------- ---------------- --------
Condensed consolidated statement of cash flows
For the six months ended 30 June 2020
Six months ended 30
June
2020 2019
notes EUR' 000 EUR' 000
--------------------------------------------- ------ ----------------- ----------------
Cash flows from operating activities
Profit before tax on continuing activities 1,509 252
Adjusted for:
Net finance costs 6 857 94
Net exchange differences (249) (7)
Amortisation of intangible assets 10 200 41
Depreciation of tangible assets 11 1,615 717
Pension provisions 123 249
Long-term provisions 342 (6,422)
Other non-cash movements - 19
Gain on disposal of intangible assets 3 -
Changes in working capital:
Decrease/(Increase) in trade and other
receivables 2,748 (270)
Decrease in trade and other payables (1,850) (423)
--------------------------------------------- ------ ----------------- ----------------
Cash generated from operating activities 5,298 (5,750)
--------------------------------------------- ------ ----------------- ----------------
Income tax paid (635) (834)
--------------------------------------------- ------ ----------------- ----------------
Net cash inflow/(outflow) from operating
activities 4,663 (6,584)
--------------------------------------------- ------ ----------------- ----------------
Cash flows from investing activities
Acquisition of tangible assets (86) (5,848)
Acquisition of intangible assets (133) (36)
Acquisition and earn-out payments (62) -
Cash from acquisitions - 6,447
Proceeds from sale/(acquisition) of
financial assets 261 (302)
Proceeds from sale of investments - 926
Interest received 63 -
--------------------------------------------- ------ ----------------- ----------------
Net cash inflow from investing activities 43 1,187
--------------------------------------------- ------ ----------------- ----------------
Cash flows from financing activities
Interest paid (370) (174)
Lease payments (principal) (1,387) -
Proceeds from loans and borrowings 5,386 6,962
Repayment of loans and borrowings (1,219) (2,801)
Dividends paid to non-controlling interests (266) (444)
Minorities - (472)
--------------------------------------------- ------ ----------------- ----------------
Net cash inflow from financing activities 2,144 3,071
--------------------------------------------- ------ ----------------- ----------------
Net cash increase/(decrease) 6,850 (2,326)
Cash and cash equivalents at 1 January 6,138 5,220
Effect of exchange rate changes (175) 1
--------------------------------------------- ------ ----------------- ----------------
Cash and cash equivalents at 30 June 12,813 2,895
--------------------------------------------- ------ ----------------- ----------------
Comprising:
Cash and cash equivalents 12,852 2,926
Overdrafts (39) (31)
--------------------------------------------- ------ ----------------- ----------------
12,813 2,895
--------------------------------------------- ------ ----------------- ----------------
Notes to the condensed consolidated interim financial
statements
For the six months ended 30 June 2020
1. Corporate Information
SEC Newgate S.p.A. (the "Company") was incorporated in March
1989 and is based in Milan. On 4 September 2019, the Company name
was changed from SEC S.p.A to SEC Newgate S.p.A. The registered
office and principal executive office of SEC Newgate S.p.A. is
located at Via Ferrante Aporti 8, Milano 20125.
The unaudited condensed consolidated interim financial
statements (the "interim financial statements") for the six months
ended 30 June 2020, represent the result of the Company and its
subsidiaries (together referred to as the "Group").
The principal business of the Group is a comprehensive range of
public relations, advocacy, communications and public affairs
services provided to national and multinational clients.
The most relevant operating subsidiaries of the Company included
in the consolidated financial information, are as follows:
Name Location Percentage held
------------------------------------------ ------------------------ ----------------
21:12 Communication Ltd(1) London (UK) 67%
ACH SEC Global SL Madrid (Spain) 65.7%
Cambre Associates SA Brussels (Belgium) 76%
Cambre Advocacy Maroc Rabat (Morocco) 51%
CLAI SAS Paris (France) 10%
EngageComm Pty Limited Sydney (Australia) 51%
HIT S.r.l. Milan (Italy) 57.71%
Kohl PR & Partners GMBH Berlin (Germany) 75%
Martis Consulting Sp. z o. o. Warsaw (Poland) 60%
Newgate Communications (HK) Limited(2) Hong Kong 100%
Newgate Communications (Singapore) Ltd Singapore 51%
Newgate Communications Pty Limited Sydney (Australia) 66.72%
Newgate Communications (Beijing) Limited Beijing (China) 85%
Newgate Communications FZ-LLC Abu Dhabi (UAE) 76%
Newgate Communications Limited London (UK) 100%
Newington Communications Limited London (UK) 60%
Sec & Associati S.r.l. Turin (Italy) 51%
Sec Mediterranea S.r.l. Bari (Italy) 51%
Sec & Partners S.r.l. Rome (Italy) 50.5%
SEC Latam Comunicaciones SAS Bogotà (Colombia) 51%
------------------------------------------ ------------------------ ----------------
During the half year, % held changes were as follows:
(1) Disposal reduced holding 7% from 74% to 67%
(2) Follow on acquisition increased holding 15% from 85% to
100%.
2. Accounting policies
a. Basis of preparation
The principal accounting policies adopted in the preparation of
the financial information are set out below. The policies have been
consistently applied to all the periods presented, unless otherwise
stated.
These interim financial statements for the six months ended 30
June 2020 have been prepared in accordance with IAS 34 Interim
Financial Reporting, and should be read in conjunction with the
Group's last annual consolidated financial statements, SEC Newgate
S.p.A. annual report and accounts for the year ended 31 December
2019 (found www.secnewgate.com/investors), which have been prepared
in accordance with the International Financial Standards and
International Accounting Standards and Interpretations
(collectively IFRSs) as adopted by the European Union. These
interim financial statements do not include all of the information
required for a complete set of financial statements prepared in
accordance with IFRS Standards. However, selected explanatory notes
are included to explain events and transactions that are
significant to an understanding of the changes in the Group's
financial position and performance since the Group's last annual
consolidated financial statements.
2. Accounting policies (continued)
a. Basis of preparation (continued)
The financial information has been prepared under the historical
cost convention, except for financial instruments that have been
measured at fair value.
The interim financial statements are presented in Euros (EUR),
the Company's functional and presentation currency.
These interim financial statements have been prepared on a going
concern basis in accordance with IFRS and IFRIC interpretations
issued and effective or issued and early adopted as at the time of
preparing these statements.
The preparation of financial statements in accordance with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the condensed consolidated interim
financial statements are disclosed under section d. Critical
accounting estimates and judgements.
New and amended standards adopted by the Group
The amendments to accounting standards that are effective for
annual periods beginning on 1 January 2020 did not have a
significant impact on the Group's results.
Further details of new or revised accounting standards,
interpretations or amendments which are effective for periods
beginning on or after 1 January 2020 and their impact on the Group
can be found in the SEC Newgate S.p.A. annual report and accounts
for the year ended 31 December 2019.
On 28 May 2020, the IASB issued Covid-19-Related Rent
Concessions amendment to IFRS 16 Leases (IFRS 16). IFRS 16 has been
amended to provide relief to lessees from applying IFRS 16 guidance
on lease modification accounting for rent concessions arising as a
direct consequence of the coronavirus pandemic. The Group has
elected to early adopt these changes, otherwise effective for
annual reporting periods beginning on or after 1 June 2020. The
changes do not have a material impact on the Group's results.
b. Going concern
The Directors are required to consider whether it is appropriate
to prepare the financial statements on the basis that the Group is
a going concern. As part of its normal business practice, the Group
prepares annual plans and Directors believe that the Group has
adequate resources to continue in operational existence for the
foreseeable future. Notwithstanding the impact of Covid-19 the
Group continues to adopt the going concern basis in preparing the
interim financial statements.
Since the outbreak of the global pandemic, the Group's agencies
have all implemented business continuity plans, working remotely
under varying levels of lockdowns in their markets around the
world. The aim of the Group was to secure savings, protect the cash
position and liquidity, assess costs, renegotiate payment schedules
and taking advantage of all the initiatives offered by different
national governments. The Group continues to operate profitably.
All businesses have quickly adapted to the changed working
environment and continue to provide first class service to
clients.
c. Basis of consolidation
The interim financial statement includes the financial
statements of the Company and its subsidiaries for the six months
ended 30 June 2020 and present financial performance comparative
information for the six months ended 30 June 2019 and the financial
position comparative information for the year ended 31 December
2019.
Subsidiaries are all entities over which the Group has control.
A company is classified as a subsidiary when the Group has the
following:
-- power over the investee;
-- exposure, or rights, to variable returns from its involvement with the investee;
-- the ability to use its power over the investee to affect the
amount of the investor's returns.
2. Accounting policies (continued)
c. Basis of consolidation (continued)
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from
the date that control ceases. The financial information includes
the results of the Company and its subsidiary undertakings made up
to the same accounting date.
Profit or loss and each component of other comprehensive income
('OCI') are attributed to the equity holders of the parent of the
Group and to non-controlling interests. All intra-group assets,
liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on
consolidation.
A change in ownership interest of a subsidiary without a loss of
control is accounted for as an equity transaction.
d. Critical accounting estimates and judgements
Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The Group makes estimates and assumptions concerning
the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. Areas subject to
estimation uncertainty and judgments that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are combined and
discussed below.
Impairment of goodwill
The carrying value of goodwill is subject to an impairment
review both annually and when there are indications that the
carrying value may not be recoverable, in accordance with the
Group's accounting policies. The recoverable amounts of
cash-generating units have been determined based on value-in-use
calculations which require the use of estimates.
At 30 June 2020 management have reviewed trading performances
against budget, and the impact of the Covid-19 pandemic on the
Group's cash flow forecasts. Management noted that at the
consolidated Group level the impact of the pandemic has not had a
significant impact, such to indicate that a full impairment review
was required. However, management are mindful of the continued
uncertainty caused by the pandemic and plan to undertake a full
impairment review once the full impact of the pandemic can be
quantified with more certainty (taking into account recent
performance data during the peak and subsequent easement of the
pandemic's restrictions) and long-term meaningful assumptions
applied when calculating value-in-use.
Impairment of trade receivables
Management performs an assessment of the recoverability of
debtors when evidence arises that demonstrates the collection is
uncertain. Management periodically reassesses the adequacy of the
allowance for doubtful debts in conjunction with its credit policy
and discussions with each specific customer. Judgement is applied
at the point where recoverability is deemed uncertain and thus when
a provision is to be recognized.
Fair value measurements and valuation processes
Some of the Group's financial assets and liabilities are
measured at fair value for financial statements purposes. In
estimating the fair value of an asset or a liability, the Group
uses market observable data to the extent it is available.
Useful lives of depreciable assets
Useful lives of depreciable assets are based on the expected
utilization of each asset. Changes to estimates can result in
significant variations in the carrying value and amounts charged to
the Condensed consolidated statement of comprehensive income in
specific periods.
3. Segmental reporting
Business segments
The Board considers that the principal activity of the Group
constitutes one operating and one reporting segment, as defined
under IFRS 8. Management reviews the performance of the Group by
reference to total actual result against the total budgeted result
in order to make strategic decisions.
Geographical segments
Services provided by Group entities located in each of the
following countries are as follows:
Revenue - Six months ended
30 June
--------- ----------------------------------
2020 2019
--------- -------- --------------- -------
EUR' 000 % EUR' 000 %
---------------- --------- -------- --------------- -------
Italy 5,373 17% 6,391 43%
United Kingdom 9,872 31% 1,780 13%
Belgium 2,276 7% 1,946 14%
Colombia 1,348 4% 1,773 8%
Spain 449 1% 433 2%
Poland 336 1% 519 4%
France 2,060 7% 1,933 14%
Germany 184 1% 267 2%
Australia 7,905 25% - 0%
Hong Kong 618 2% - 0%
China 20 0% - 0%
Singapore 597 2% - 0%
Abu Dhabi 361 1% - 0%
Morocco 95 0% - 0%
---------------- --------- -------- --------------- -------
31,494 100% 15,042 100%
---------------- --------- -------- --------------- -------
No individual client sales were greater than 10% of Group
revenue (2019: none).
4. Revenue
The nature of services provided can vary significantly depending
on the requirements of the customer. The Group provides a range of
communications, public affairs and integrated services specialising
in corporate and financial communications, consumer PR, investor
relations, financial communications, B2B PR, public affairs,
digital services, research, analytics and media planning and
buying.
Services provided by Group entities has been split into the
following categories:
Six months ended
30 June
Restated(1)
2020 2019
EUR' 000 EUR' 000
----------------------------- --------- ------------
Communications and public
relations 19,941 8,516
Advocacy and public affairs 8,143 5,203
Integrated services 3,410 1,323
------------------------------- --------- ------------
31,494 15,042
----------------------------- --------- ------------
(1) As a result of the acquisition of SEC Newgate UK Limited
(formerly Porta Communications Plc), the Board has decided to
report cost of sales and gross profit as separate line items. To
ensure consistent reporting, the 2019 comparatives have been
restated. Cost of sales comprise of costs recharged to clients.
2019 costs recharged to clients comprised of EUR1,352,000
reclassified from revenue (increasing revenue from EUR13,690,000 to
EUR15,042,000).
Communications and public relations revenue comprise of services
relating to mergers and acquisitions, crisis communications and
planning, corporate positioning, consumer PR, IPOs, investor
relations and media training.
Advocacy and public affairs revenue comprise of services
relating to positioning events and strategies, policy development,
government relations and national and local government
coverage.
Integrated services revenue comprise of research, innovation and
digital relates services relating to reputation research, advanced
modelling and analytics, creative design and concepts, digital
development and video animation and production.
5. Operating costs
Operating costs comprise of:
Six months ended
30 June
2020 2019
EUR' 000 EUR' 000
--------------------------------------------- --------- ---------
Employee expenses 18,399 7,345
Amortisation of intangible assets 200 41
Depreciation of tangible assets 1,615 717
Impairment of trade receivables 236 -
Administrative and other operating expenses 5,601 4,144
---------------------------------------------- --------- ---------
26,051 12,247
--------------------------------------------- --------- ---------
6. Net finance costs
Six months ended
30 June
2020 2019
EUR' 000 EUR' 000
----------------------------------------- --------- ---------
Interest income on bank deposits 63 -
Dividend income - 1
Fair value gains on financial assets at
fair value through profit or loss 22 90
------------------------------------------ --------- ---------
Finance income 85 91
------------------------------------------ --------- ---------
Interest expense (352) (69)
Interest on lease liabilities (196) (106)
Fair value losses on financial assets at
fair value through profit or loss - (4)
Net foreign exchange loss (394) (6)
------------------------------------------- ------ ------
Finance expense (942) (185)
------------------------------------------- ------ ------
Net finance expense (857) (94)
------------------------------------------- ------ ------
7. Taxation
Income tax expense is recognised based on management's estimate
of the weighted average effective annual income tax rate expected
for the full financial year. The estimated average annual tax rate
used for the six months ended 30 June 2020 is 28%, compared to 27%
for the six months ended 30 June 2019.
8. Financial instruments and risk management
The Group's financial assets and liabilities are measured at
fair value (either through profit or loss or through other
comprehensive income) or amortised fair value.
Fair value hierarchy
When measuring the fair value of an asset or a liability, the
Group uses market observable data as far as possible. Fair values
are categorised into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as
follows:
-- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or
indirectly.
-- Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
The fair value used for evaluating the financial investments are
based on quoted prices in an active market (level 1). The Group has
estimated relevant fair values on the basis of publicly available
information from outside sources. All other financial assets and
liabilities are measured at amortised cost or at cost (undiscounted
cash flows) as reasonable approximation of fair value.
During the period ended 30 June 2020, there were no assets or
liabilities transferred between the fair value levels.
The Group's financial assets and liabilities are as follows:
30 June 2020 31 December 2019
-------------------- --------------------
Carrying Fair Carrying Fair
Value Value Value Value
notes EUR' 000 EUR' 000 EUR' 000 EUR' 000
------------------------------------- --------- --------- --------- ---------
Financial assets
Investments 16 16 16 16
Other financial assets
at amortised cost 669 669 1,458 1,458
Trade and other receivables 17,558 17,558 16,467 16,467
Financial investments - - 280 280
Cash and cash equivalents 12,852 12,852 6,138 6,138
-------------------------------------- --------- --------- --------- ---------
31,095 31,095 24,359 24,359
------------------------------------- --------- --------- --------- ---------
Financial liabilities
Trade and other payables 6,391 6,391 8,876 8,876
Lease liabilities 7,124 7,124 8,468 8,468
Provisions - earn out
liabilities(1) 6,337 6,337 6,399 6,399
Other financial liabilities 63 63 590 590
Borrowings(2) 18,833 18,833 14,878 14,878
38,748 38,748 39,211 39,211
------------------------------------- --------- --------- --------- ---------
(1) Earn out liabilities (both current and non-current) have
been aggregated. 2019 comparatives above have been restated to
include non-current earn out liabilities of EUR4,754,000 previously
reported as other financial liabilities.
(2) Including EUR39,000 overdrafts (2019: EUR31,000). The Group
has both long-term borrowings to fund acquisitions and short-term
facilities for working capital requirements.
Management have assessed that the fair value of cash and
short-term deposits, trade receivables, trade payables, bank
overdrafts and other current assets and liabilities approximate to
their carrying amounts as those items have short term
maturities.
30 June
2020
Maturity profile of financial
liabilities EUR'000
----------------------------------- --------
Due in six months or less 9,328
Due between six months and
1 year 6,096
Due between 1 year and 2 years 7,455
Due between 2 and 5 years 10,153
Due in 5 years or more 5,716
-----------------------------------
38,748
-------------------------------- --------
Capital management
The capital structure of the Group comprises the equity
attributable to equity shareholders of the Company, which includes
issued share capital, reserves and retained earnings. Quantitative
data on these is set out in the condensed consolidated statement of
changes in equity.
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
9. Consolidated reconciliation of net debt
Net debt Cash flow
as at movements Net debt as
1 January Non-cash at
2020 movements 30 June 2020
EUR' 000 EUR' 000 EUR' 000 EUR' 000
------------------------ ----------- ----------- ----------- --------------
6,889
Cash, cash equivalents 6,138 (1) (175) 12,852
(4,168)
Borrowings (14,878) (1) 213 (18,833)
Lease liabilities (8,468) 1,583 (239) (7,124)
Net debt (17,208) 4,304 (201) (13,105)
------------------------ ----------- ----------- ----------- --------------
(1) Cash-flow statements report EUR6,850,000, made by
EUR6,889,000 included in cash and cash equivalents and (EUR39,000)
overdrafts included in Borrowings.
10. Intangible assets
Goodwill Websites, Total
software
and licences
EUR' 000 EUR' 000 EUR' 000
----------------------------- --------- -------------- ---------
Cost
At 31 December 2019 29,354 2,193 31,547
Additions - 298 298
Disposals - (9) (9)
Translation differences - (41) (41)
------------------------------- --------- -------------- ---------
At 30 June 2020 29,354 2,441 31,795
------------------------------- --------- -------------- ---------
Amortisation and impairment
At 31 December 2019 - (779) (779)
Charge for the period - (200) (200)
Eliminated on disposal - 6 6
Translation differences - 34 34
------------------------------- --------- -------------- ---------
At 30 June 2020 - (939) (939)
------------------------------- --------- -------------- ---------
Net book value
At 31 December 2019 29,354 1,414 30,768
------------------------------- --------- -------------- ---------
At 30 June 2020 29,354 1,502 30,856
------------------------------- --------- -------------- ---------
Impairment testing for cash-generating units containing
goodwill
In preparing interim financial statements, management have
reviewed the impact of the Covid-19 pandemic on the Group's trading
performance and its forecast cash flows. At 30 June 2020 management
have determined that pandemic's impact at a Group level has not
been significant such to warrant a full impairment review, however
when considering the ongoing impact at local level and potential
for uncertainty caused by the pandemic on the single cash
generating units, management have decided to undertake a full
impairment review at year-end.
11. Tangible assets
Leasehold Leasehold Equipment Furniture Total
property improvements and fittings
EUR' 000 EUR' 000 EUR' 000 EUR' 000 EUR' 000
------------------------------ ---------- -------------- ---------- -------------- ---------
Cost
At 31 December 2019 9,742 2,113 1,193 1,921 14,969
Additions 188 5 120 30 343
Transfers between categories - - 17 (17) -
Disposals (75) - (11) - (86)
Revaluation decrease (7) - - - (7)
Translation differences (274) (78) (52) (53) (457)
------------------------------ ---------- -------------- ---------- -------------- ---------
At 30 June 2020 9,574 2,040 1,267 1,881 14,762
------------------------------ ---------- -------------- ---------- -------------- ---------
Depreciation
At 31 December 2019 (2,660) (1,336) (785) (1,204) (5,985)
Charge for the period (1,260) (132) (111) (112) (1,615)
Transfers between categories - - (16) 16 -
Eliminated on disposal 75 - 11 - 86
Translation differences 122 59 37 37 255
------------------------------ ---------- -------------- ---------- -------------- ---------
At 30 June 2020 (3,723) (1,409) (864) (1,263) (7,259)
------------------------------ ---------- -------------- ---------- -------------- ---------
Net book value
At 31 December 2019 7,082 777 408 717 8,984
------------------------------ ---------- -------------- ---------- -------------- ---------
At 30 June 2020 5,851 631 403 618 7,503
------------------------------ ---------- -------------- ---------- -------------- ---------
Included in the amounts above are the following in relation to
right-of-use assets:
Depreciation Net Book
30 June Value
2020 30 June
2020
EUR' 000 EUR' 000
------------------------ ------------- ---------
Leasehold property 952 5,634
Leasehold improvements 1 -
Equipment 43 152
Furniture and fittings 22 96
------------------------- ------------- ---------
1,018 5,882
------------------------ ------------- ---------
Additions to the right-of-use assets during the half year were
EUR257,000.
12. Borrowings
30 June 30 June
2020 2020 30 June 31 December
Current Non-current 2020 2019
EUR' 000 EUR' 000 EUR' 000 EUR' 000
----------------------------------- --------- ------------- ---------- --------------
Hawk Investment Holdings - 4,519 4.519 4,703
Unicredit(1) 4,026 - 4.026 4,194
Deutsche Bank 368 2,422 2.790 3,026
Inveready convertible bonds - 2,424 2.424 -
UBS - 1,762 1.762 1,762
Carige 14 1,436 1.450 401
Banco Popolare di Milano 132 832 964 57
Retro Grand Limited - 420 420 449
Banco de Bogota 21 82 103 -
Bankinter - 100 100 100
Scotiabank Colpatria 44 47 91 -
KBC Bank 56 - 56 141
Coronavirus Business Interruption
Loan - 55 55 -
Intesa Sanpaulo 12 25 37 -
Interest payable 35 - 35 43
Itau Corpbanca 1 - 1 2
----------------------------------- --------- ------------- ---------- --------------
4,709 14,124 18,833 14,878
----------------------------------- --------- ------------- ---------- --------------
(1) SEC Newgate S.p.A. obtained a loan of EUR4.0 million in 2019
from Unicredit S.p.A., at an interest rate of Euribor 3 months
repayable in quarterly instalments between October 2019 and March
2025. The loan agreement is subjected to covenant clauses, whereby
the Company is required to meet certain key financial ratios. The
Company fulfilled the debt/equity ratio as required in the
contract, while the debt/EBITDA ratio was not fulfilled. In case of
breach of the covenant clauses, the bank is contractually entitled
to request immediate repayment of the outstanding loan balance. The
bank had not requested early repayment of the loan at the date of
approval of these financial statements. Management is in the
process of renegotiating the terms of the loan agreement with the
bank. The outstanding balance of EUR3,799,000 is entirely presented
as a current liability at 30 June 2020. Total amounts owed of
EUR4,026,000 at 30 June 2020 include EUR227,000 remaining
outstanding from a previous loan of EUR1.0 million, approved in
2016, repayable by December 2020.
13. Provisions and other liabilities
30 June 31 December
2020 2019
EUR' 000 EUR' 000
--------------------------------------- --------- ------------
Earn out liabilities 1,583 1,645
---------------------------------------- --------- ------------
Current 1,583 1,645
---------------------------------------- --------- ------------
Earn out liabilities 4,754 4,754
Dilapidations provision 274 293
Directors and other employee benefits 80 397
Other non-current liabilities 519 193
Non-current 5,627 5,637
---------------------------------------- --------- ------------
The earn out liabilities relate to SEC+Latam Communications
Estrategica SAS and CLAI SAS.
Other non-current liabilities relate to long service leave
liability required by certain Australian states and territories for
long serving employees.
14. Share capital
Authorised, issued and fully paid capital
Number EUR
------------------------- ----------- -------------
At 31 December 2019 and
30 June 2020
Ordinary shares of 0.10
EUR each 24,250,907 2,425,090.70
--------------------------- ----------- -------------
All shares are fully issued and paid up. The ordinary
shareholders are then entitled to receive dividends in proportion
to their percentage ownership in the Company.
Earnings per share
The basic and diluted earnings per share are determined by
dividing the profit attributable to the equity holders of the
parent by the number of shares outstanding during the period.
Earnings per share, basic, is determined as follows:
Six months ended
30 June
2020 2019
--------------------------------------- ----------- -----------
Profit for the half year attributable
to owners of the Company EUR377,000 EUR36,000
Weighted average number of shares 24,250,907 13,502,533
----------------------------------------- ----------- -----------
Earnings per share, basic EUR0.016 EUR0.003
----------------------------------------- ----------- -----------
On 9 June 2016 the General Assembly resolved to issue a maximum
of 134,000 shares to be assigned to WH Ireland Limited as a
warrant, and a maximum of 675,000 shares as part of a stock grant
plan to the employees.
On 28 March 2018, the Board of Directors, in line with
resolutions passed at the shareholders' meeting on 27 October 2017,
established a stock option plan for managers of the investee
companies and the parent company. A maximum of 480,000 shares could
be issued.
As of today, neither warrant nor stock grant plan were
subscribed, however the potential additional shares should be
considered as dilutive instruments. Earnings per share, diluted, is
determined as follows:
Six months ended
30 June
2020 2019
--------------------------------------- ---- ----------- -----------
Profit for the half year attributable
to owners of the Company EUR377,000 EUR36,000
Weighted average number of shares 25,539,907 14,791,533
Earnings per share, diluted EUR0.015 EUR0.002
---------------------------------------------- ----------- -----------
15. Business combination
The condensed consolidated interim financial statements for six
months ended 30 June 2020 reflect the results of the enlarged group
following the merger of SEC Newgate UK Limited (formerly Porta
Communications Plc) and its subsidiaries.
On 3 September 2019, SEC Newgate S.p.A, who previously held
16.9% of SEC Newgate UK Limited ("SEC UK") purchased the remaining
share capital resulting in 100% ownership of SEC UK. As a result,
SEC Newgate S.p.A, also indirectly controls the subsidiaries of SEC
UK which have been consolidated at year end.
16. Related parties
From time to time the Group enters into transactions with its
associate undertakings.
All related party transactions were on normal commercial
terms.
17. Ultimate controlling party
There is no ultimate controlling party. At 30 June 2020,
following the acquisition of SEC Newgate UK Limited (see note 15),
SEC Newgate S.p.A is 36.03% controlled by Fiorenzo Tagliabue.
18. Subsequent events
Management continue to monitor the impact of the Covid-19
pandemic on the Group.
On 1 July 2020, SEC Newgate S.p.A. acquired further 8.85% of
Newgate Communications Pty Limited, based in Australia, increasing
the ownership from previous 66.72% to current 75.572%.
On 1 July 2020, SEC Newgate S.p.A. established SEC Newgate US
LLC, a new joint venture based in the USA in which the Group has a
55% ownership.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR SFMFWAESSEIU
(END) Dow Jones Newswires
September 21, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Sec Newgate S.p.a (LSE:SECG)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Sec Newgate S.p.a (LSE:SECG)
Storico
Da Apr 2023 a Apr 2024
