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ASCENT RESOURCES PLC

Earnings Release Sep 16, 2014

7500_ir_2014-09-16_01a79080-9a86-4dca-8973-5c939c94a7ed.html

Earnings Release

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RNS Number : 7430R

Ascent Resources PLC

16 September 2014

Ascent Resources plc / Epic: AST / Index: AIM / Sector: Oil and Gas

Ascent Resources plc

("Ascent" or "the Company")

Interim results for the period ended 30 June 2014

Ascent presents its unaudited results for the six months ended 30 June 2014

Introduction

During the period under review we report steady progress toward our goal of bringing the Petišovci project into production. As mentioned in the announcement on 8th September 2014, the key Integrated Pollution Prevention & Control ("IPPC") permit was submitted to the Slovenian Environmental Agency in June 2014. The Company has been informed that the decision making process normally lasts approximately six months.   

Your Board continues to work hard to replace the funds promised by Global Power Sources s.r.l ("GPS") and their partners, Salomon Werner HAB Privée Limited, formerly known as Salomon Partners WRS Werner Rothschild & CIE Limited ("WRS") which have as yet failed to materialise. There are a small number of discussions with potential funders ongoing although there can be no promise that these will result in funds being invested. However, Henderson has agreed to provide a further £2 million of funding which will repay the Darwin loan and should provide adequate funds to reach the granting of the IPPC.

Background

Following the disposal of our interests in assets in Hungary, the Netherlands, Switzerland and Italy, the Company's focus has been entirely on our Slovenian asset, Petišovci.

Slovenia is a country of some 2 million people and the estimates of the potential production from the Petišovci project once fully developed will significantly reduce the country's reliance on foreign gas imports.

Ascent has an effective 75% working interest in the project but a requirement to fund 100% of the costs of development.  Ascent's partners in the Petišovci project are Petrol; the leading energy supplier in Slovenia and Nafta Lendava, a Slovenian state-owned company engaged in hydrocarbon exploration, extraction, storage and associated services. The Petišovci gas field complex is situated in the east of Slovenia close to the Hungarian border.

Steps to production start-up

In order to begin commercial production of gas, Ascent, working with its partners in Slovenia will carry out the following works:

·      Construct a pipeline to connect the processing facility to the national grid.  This will measure just over 1,100 metres in length and is expected to take eight weeks to construct at an estimated cost of €0.4 million once the tenders have been compared and a supplier chosen. We have already obtained easement rights from over half of the landowners covering the route preferred by the company and the local authorities.

·      Install a new gas processing facility for dew point control and to reduce the CO2 content of the gas to meet national pipeline specifications. The proposed plant is expected to cost €7 million to fabricate and install. The entire process is expected to be completed in early 2016 with commencement of the procurement process due to start in early Q4 2014.

·      Upgrade the Lendava Measuring and Control Station and supply and install two measuring and control lines along with the associated equipment for gas purification and quality control, for onward transmission into the national grid. This facility is expected to cost around €1.5 million and take 14 months from signature of contracts. This is expected to be the final significant step before the commencement of production.

·      Remove temporary plugs from existing wells and construct flowlines of less than 500 metres to tie these in to the new gas processing facility.  The Pg-11A well requires a 30 metre flow line to link in to the existing gas gathering line.  In the case of the Pg10 well, approval has been received to build a 475 metre flow line to the new gas processing plant. The total cost to tie in both wells is expected to be around €1.5 million.

·      The company is in advanced discussions with a potential bank funder to provide a significant proportion of the capital funds required.

Progress in 2014

In the last six months the Company has made significant progress in submitting the key permits and successfully negotiating the contract for connection into the national grid.  However unexpected delays were caused by the proposed routing of a high voltage power line close to our proposed site and also as a result of the exceptionally high level of technical detail required by the Slovenian authorities in the permitting application, as further described below.

The most significant development in 2014 has been the submission of the Integrated Pollution Prevention & Control ("IPPC") permit in June 2014. The Company has been informed that the decision making process normally lasts approximately six months.  Once the IPPC permit has been issued, the Board, based on on-going discussions with interested banks, believes that suitable project finance should be available to fund construction of infrastructure and pipelines, as described above.  Ascent management's expectation is that, in line with stated government timelines, the IPPC permit will be put to public consultation early in Q1 2015 and is expected to take several weeks from that time.

In July 2014 we reached mutual agreement with Plinovodi d.o.o., on the contract for the upstream pipeline connection to the natural gas transmission system and associated metering system. This is being reviewed by the market regulator (the Energy Agency).

However, as mentioned above the decision by the state-owned electricity company to route a major high voltage power line close to the existing gas treatment plant created another hurdle for us to overcome.   Although conflicting professional opinions were expressed by various parties, it was considered prudent, for safety reasons, not to construct a new gas processing facility in close proximity to the proposed power line, especially as the plant will require expansion as more wells come on stream in Phase 2 of the field development.  The partners accordingly agreed to seek a new location for the gas processing plant, negotiations with various landowners were duly entered into and commercially satisfactory terms agreed. This process took approximately six months and we are pleased that final contracts for the purchase of the land are expected to be signed in Q4 2014.

Further delays have been caused by the considerable uncertainty and conflicting legal advice on the applicability of new EU regulations regarding competitive tendering for all parts of the construction phase.  However certain rules on public procurement in Slovenia have recently been relaxed, which should lead to shorter lead times when issuing tenders for construction contracts.

Methanol plant

At the start of the period under review we expected the rapid re-commissioning of the adjacent but mothballed methanol plant, which was a potential outlet for our untreated gas.

The plant was acquired by an Austrian company that wishes to use our untreated gas in the production of methanol.  Discussions with them in relation to the terms of an offtake agreement to supply gas from our wells have reached an advanced stage.

The methanol plant continues to offer the potential for early revenue in advance of the construction of infrastructure required for the sale of gas into the national grid.  However the Austrian company's transaction with Nafta Lendava, the Slovenian seller of the methanol plant, includes various outstanding preconditions that need to be satisfied before it will start to re-commission the plant and until these conditions are satisfied, we are not able to sell our untreated gas to the methanol plant.  

Funding

Background

Ascent requires funding until the Petišovci project becomes operational. 

GPS

In May 2014 we announced the conditional subscription for ordinary shares by GPS of an initial sum of £11.7 million at a price of 0.8p per share (the "Initial Subscription").   Also announced was an additional subscription by GPS of a further £3.3 million subject to the performance of the Petišovci project and the adjacent methanol plant before 31 December 2014.

The new shares to be issued as part of the Initial Subscription, together with the shares GPS already owned would have taken GPS's holding to some 47.9% of the enlarged share capital of Ascent and to some 53.1% of the enlarged total should the additional subscription have been made.

GPS planned to fund this investment principally through a back-to-back arrangement with WRS.

Eidos Partners s.r.l. ("Eidos Partners"), an independent advisory firm with offices in Milan and London, as financial adviser to GPS, confirmed in writing to the Ascent board the availability of the funds to make the Initial Subscription and that these funds would not be used for any other purpose but to complete the Initial Subscription.

Additionally, WRS separately confirmed in writing to Ascent that in the event GPS did not pay for the Initial Subscription by 30 June 2014, WRS would provide Ascent with collateral pending receipt of the Initial Subscription funds from GPS.

Current position

The obligations of GPS under the above agreement remain unmet and GPS is clearly in default.

It remains the position that we have received no adequate explanation as to why the funds identified to make the Initial Subscription have not been transferred to Ascent or why WRS has failed to honour its agreement with GPS.

Additionally, WRS has failed to fulfil a direct undertaking to Ascent to provide adequate security to Ascent in the event that GPS did not transfer the Initial Subscription monies by 30 June 2014.

Disappointingly, to date, Eidos Partners, have shown little interest in securing the payment that they confirmed would be made.

Current position

Since it became clear that completion of the GPS deal was not certain Ascent has been in discussions with several alternative providers of funds.  We have also continued working with GPS to make sure they fulfil their commitments.

To date none of these discussions have resulted in new funding for Ascent.  Accordingly on 8 September 2014, Ascent negotiated a variation to the 2014 Henderson Loan Note agreement, whereby a further £2 million was subscribed by Henderson at an effective conversion price of 0.2p per share.  A condition of the variation was that the total amount available under the 2014 Loan Note agreement has been reduced from £5 million to £4 million.

In the absence of additional funding this is expected to be sufficient to cover the period to the end of Q1 2015. Beyond that, additional funding would be required to continue with the Petišovci project and to repay the 2013 and 2014 Loan Notes.  The 2014 notes are due for redemption on 23 December 2014, while the 2013 notes are due on 31 January 2015.

New funding strategy

Until recently the financial strategy of the Group was to raise sufficient funding to cover the permitting, construction and commissioning phases of the Petišovci project.  Following repeated permitting delays it is clear that none of the banks identified for the construction phase will advance material funding until the permitting phase is completed. Therefore the revised financial strategy is now to fund the Company solely for permitting and to minimize all other costs.  Inevitably this will result in waiting for the long lead-time capital items when construction is set to commence.

Bank funding

We are in advanced discussions with a major international funding institution for a project loan for phase one of the project.  This is subject to their due diligence, which we understand is progressing well.

Longer-term outlook

The Slovenian economy has suffered from the recent European economic crisis and levels of foreign direct investment have been disappointing, with national gas consumption being entirely reliant on imported gas. The Petišovci project would be the largest gas field within Slovenia and at full production could supply the majority of the country's needs.  The field should be advantageous to the national energy strategy.

The Ascent board believes that Petišovci remains a project with significant potential.  Despite the issues referred to above, progress continues to be made, together with our partners in Slovenia, to bring the asset into production. 

Once the project is fully permitted and with workable project loans in place, Ascent is expected to move steadily towards production and income.  Management's estimate of the NPV10 of Ascent's share of the asset is in excess of €150m.  The Ascent board expects that the project will provide material cash flows to the Company from Q1 2016.

Yours faithfully

Clive Carver

Chairman

Consolidated Income Statement

for the Period ended 30 June 2014

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
Notes £ '000s £ '000s
Continuing Operations
Administrative expenses 3 (1,105) (1,114)
Loss from operating activities (1,105) (1,114)
Finance income 2 305
Finance cost (783) (514)
Net finance costs 4 (781) (209)
Loss before taxation (1,886) (1,323)
Income tax expense - -
Loss for the period from continuing operations (1,886) (1,323)
Loss net of tax from discontinued operations - (32)
Loss for the period attributable to owners of the parent (1,886) (1,355)
Basic & fully diluted loss per share
Loss per share from continuing operations (0.12)p (0.13)p
Loss per share from discontinued operations - (0.00)p
Total loss per share 5 (0.12)p (0.13)p

Consolidated Statement of Comprehensive Income

for the Period ended 30 June 2014

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
£ '000s £ '000s
Loss for the year (1,886) (1,355)
Other comprehensive income
Currency translation differences on foreign operations * (752) (544)
Total comprehensive loss for the year (2,638) (1,899)
Total comprehensive loss attributable to:
Owners of the Company (2,638) (1,899)
Non-controlling interest - -
Total comprehensive loss for the year (2,638) (1,899)

* Foreign currency translation differences from foreign operations may be recycled through the income statement in the future if certain conditions arise

Consolidated Statement of Changes in Equity

for the Period ended 30 June 2014

Share Capital Equity reserve Share Premium Shares to be issued Share based payment reserve Translation Reserve Retained Earnings Total
Balance at 1 January 2013 1,026 - 52,198 - 1,901 2,102 (30,679) 26,548
Comprehensive income
Loss for the year - - - - - - (1,360) (1,360)
Other comprehensive income
Currency translation differences - - - - - 539 - 539
FX differences recycled on foreign ops - - - - - (379) 135 (244)
Total comprehensive income - - - - - 160 (1,225) (1,065)
Transactions with owners
Shares issued 125 - 459 - - - - 584
Convertible Loan - 518 - - - - - 518
Share-based payments - - - - 43 - 99 142
Balance at 30 June 2013 1,151 518 52,657 - 1,944 2,262 (31,805) 26,727
Balance at 1 January 2013 1,026 - 52,198 - 1,901 2,102 (30,679) 26,548
Comprehensive income
Loss for the year - - - - - - (3,592) (3,592)
Other comprehensive income
Currency translation differences - - - - - (1,276) - (1,276)
FX differences recycled on foreign ops - - - - - (1,324) - (1,324)
Total comprehensive income - - - - - (2,600) (3,592) (6,192)
Transactions with owners
Shares issued 425 - 3,635 84 - - - 4,144
Convertible Loan - 518 - - - - - 518
Share-based payments - - - - (5) - 100 95
Balance at 31 December 2013 1,451 518 55,833 84 1,896 (498) (34,171) 25,113
Balance at 1 January 2014 1,451 518 55,833 84 1,896 (498) (34,171) 25,113
Comprehensive income
Loss for the year - - - - - - (1,886) (1,886)
Other comprehensive income
Currency translation differences - - - - - (752) - (752)
Total comprehensive income - - - - - (752) (1,886) (2,638)
Transactions with owners
Shares issued 7 - 77 (84) - - - -
Convertible Loan - 91 - - - - - 91
Share-based payments - - - - (1,040) - 1,113 73
Balance at 30 June 2014 1,458 609 55,910 - 856 (1,250) (34,944) 22,639

Consolidated Statement of Financial Position

As at 30 June 2014

30 June 2014 Unaudited 31 December 2013 Audited
Notes £ '000s £ '000s
Assets
Non-current assets
Property, plant and equipment 2 3
Exploration and evaluation costs 6 33,221 33,628
Total non-current assets 33,223 33,631
Current assets
Trade and other receivables 88 110
Cash and cash equivalents 937 184
Total current assets 1,025 294
Total assets 34,248 33,925
Equity and liabilities
Share capital 1,458 1,451
Equity reserve 609 518
Share premium account 55,910 55,833
Shares to be issued - 84
Share-based payment reserve 856 1,896
Translation reserves (1,250) (498)
Retained earnings (34,944) (34,171)
Total equity 22,639 25,113
Non-current liabilities
Borrowings 7 - 4,957
Provisions 420 437
Other non-current liabilities 8 2,417 2,255
Total non-current liabilities 2,836 7,649
Current liabilities
Trade and other payables 458 409
Borrowings 7 8,315 754
Total current liabilities 8,773 1,163
Total liabilities 11,609 8,812
Total equity and liabilities 34,248 33,925

Consolidated Statement of Cash Flows

for the six months ended 30 June 2014

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
£ '000s £ '000s
Cash flows from operations
Loss before tax for the year (1,886) (1,355)
DD&A charge 1 177
Decrease in receivables 22 428
Increase / (decrease) in payables 49 (603)
Decrease in inventories - 8
Impairment of exploration expenditure - 81
Share-based payment charge 73 142
Exchange differences 6 (522)
Finance income (2) (243)
Finance cost 783 514
Net cash flows from operating activities (954) (1,373)
Cash flows from investing activities
Interest received 2 38
Payments for investing in exploration (389) (322)
Net cash used in investing activities (387) (284)
Cash flows from financing activities
Interest paid and other finance fees (55) (90)
Proceeds from loans 2,150 1,895
Loans repaid - (2,024)
Loan issue costs - (15)
Proceeds from issue of shares - 627
Share issue costs - (38)
Net cash generated from financing activities 2,095 355
Net increase in cash and cash equivalents for the period 754 (1,302)
Effect of foreign exchange differences (1) (2)
Cash and cash equivalents at beginning of the period 184 3,452
Cash and cash equivalents at end of the period 937 2,148

Notes to the Financial Statements

For the Period ended 30 June 2013

1.     Accounting Policies

Reporting entity

Ascent Resources plc ('the Company') is a company domiciled in England. The address of the Company's registered office is 5 New Street Square, London EC4A 3TW. The unaudited consolidated interim financial statements of the Company as at 30 June 2014 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interest in associates.

Basis of preparation

The interim financial statements have been prepared using measurement and recognition criteria based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) as adopted for use in the EU. The interim financial information has been prepared using the accounting policies which will be applied in the Group's statutory financial statements for the year ended 31 December 2014 and were applied in the Group's statutory financial statements for the year ended 31 December 2013.

All amounts have been prepared in British Pounds, this being the Group's presentational currency.

The interim financial information to 30 June 2014 and 30 June 2013 is unaudited and does not constitute statutory financial information.  The information given for the year ended 31 December 2013 does not constitute statutory accounts within the meaning of Section 19 of the Companies (Amendment) Act 1986.  The statutory accounts for the year ended 31 December 2013 have been filed with the Registrar and are available on the Company's web site www.ascentresources.co.uk.

Going Concern

The financial statements of the Group are prepared on a going concern basis.

On 5 June 2014 the shareholders approved a proposed subscription for ordinary shares in the Company by Global Power Sources S.r.l ("GPS").  Global Power Sources S.r.l ("GPS") and their partners, Salomon Werner HAB Privee Limited, formerly known as Salomon Partners WRS Werner Rothschild & CIE Limited ("WRS"), failed to make payment to Ascent of the £11.7m required to fund GPS's investment in Ascent as approved by shareholders in a general meeting held on 5 June 2014.

As a result, the board of Ascent was obliged to explore alternative sources of funds, including maintaining an on-going dialogue with GPS in this respect.  Whilst positive discussions continue, the Company has not yet concluded a replacement funding transaction and therefore approached Henderson to agree the basis for further drawdowns of up to £2 million under an Amended and Restated Instrument.

Of the additional £2 million to be subscribed by Henderson under the Amended and Restated Instrument, £0.3 million will be used to repay the outstanding balance under the short term loan facility from Darwin Strategic Limited, which was due for repayment at the beginning of June 2014. The remaining £1.7 million is expected to provide the Company with sufficient funds to complete the permitting process and issue tender documentation for key infrastructure necessary for full field development.

Liquidity and Capital Resources:

The Company continues to be an emerging business and currently has no production cash flows; consequently, it manages its working capital and liquidity position by balancing the timing of critical expenditure with available funds.  Further information on future funding arrangements and the Directors' assessment of the Group's going concern position is set out in note 1 of these Interim Financial Statements.

Principal Risks and Uncertainties:

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 56-58 of the Annual Review 2013, a copy of which is available on the Company's website at www.ascentresources.co.uk. 

2.     Financial Reporting Period

The interim financial information for the period 1 January 2014 to 30 June 2014 is unaudited. In the opinion of the Directors the interim financial information for the period presents fairly the financial position, and the results from operations and cash flows for the period are in conformity with generally accepted accounting principles consistently applied. The financial information is prepared using the accounting policies which will be applied in the Group's statutory financial statements for the year ending 31 December 2013. The financial statements incorporate unaudited comparative figures for the interim period 1 January 2013 to 30 June 2013 and the audited financial year to 31 December 2013.

The financial information contained in this interim report does not constitute statutory accounts as defined by section 435 of the Companies Act 2006.

The comparatives for the full year ended 31 December 2013 are not the Group's full statutory accounts for that year. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and included an emphasis of matter drawing attention to the importance of disclosures made in the annual report regarding going concern.  It did not contain a statement under section 498(2)-(3) of the Companies Act 2006.

3.     Administrative Expenses

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
£ '000s £ '000s
Employee costs 382 540
Share based payments charge 73 142
Legal & Professional 128 110
Audit, Accountancy & Tax 66 82
Consultancy costs 209 111
Listing related costs 191 75
Other office costs 56 53
1,105 1,114

4.     Finance income and costs recognised in loss

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
£ '000s £ '000s
Finance income
Income on bank deposits 2 4
Foreign exchange movements realised - 301
2 305
Finance cost
Interest payable on borrowings (564) (719)
Bank Charges (1) -
Unwinding of discount / adjustment to provision (EnQuest) (162) 205
Foreign exchange movements realised (57) -
(783) (514)

5.     Loss per share

Six months ended 30 June 2014 Unaudited Six months ended 30 June 2013 Unaudited
£ '000s £ '000s
Loss
Loss from continuing operations (1,886) (1,323)
Loss from discontinued operations - (32)
Total loss for the period attributable to equity shareholders (1,886) (1,355)
Wight average number of ordinary shares
For basic earnings per share 1,451,164,395 1,067,797,847
Loss per share (pence)
Loss per share from continuing operations (0.12) (0.13)
Loss per share from discontinued operations - (0.00)
Total loss per share (0.12) (0.13)

6.     Exploration and Evaluation Costs

Slovenia Total
Cost
At 1 January 2013 31,918 31,918
Additions 322 322
Effects of movements in exchange rates 821 821
At 30  June 2013 33,061 33,061
At 1 July 2013 33,061 33,061
Additions 1,021 1,021
Effects of movements in exchange rates (454) (454)
At 31 December 2013 33,628 33,628
At 1 January 2014 33,628 33,628
Additions 389 389
Effects of movements in exchange rates (796) (796)
At 30 June 2014 33,221 33,221
Carrying value
At 30 June 2014 33,221 33,221
At 31 December 2013 33,628 33,628
At 1 July 2013 33,061 33,061

7.     Borrowings

30 June 2014 Unaudited 31 December 2013 Audited
£ '000s £ '000s
Current
Loan with financial institution 317 150
Convertible loan note 7,998 604
8,315 754
Non-current
Convertible loan note - 4,957
- 4,957
Analysis of convertible loan note: 30 June 2014 Unaudited 31 December 2013 Audited
£ '000s £ '000s
Fair value of consideration received 2,000 1,954
Equity component (91) (204)
Liability component on initial recognition 1,909 1,750
Liability brought forward 5,561 3,217
Liability on initial recognition 1,909 1,750
Interest expense 549 920
Equity component of £3m rec'd December'12 and approved Apr'13 - (314)
Exchange movements (21) 8
Deferral of set up costs - (20)
Liability at the end of the period 7,998 5,561

8.     Other non-current liabilities

The other non-current liability of £2,417,000 (December 2013: £2,255,000) relates to the grant in 2011 of a nil cost option over 29,686,000 new Ordinary Shares of 0.1p each in the Company to EnQuest.  The options are convertible at a price of 10p each; given the current share price the Company considers it to be likely that the option will be settled in cash rather than through the issue of equity.  As a result this was reclassified in 2012 from equity to non-current liabilities.  This is held at a discounted rate and repayment is due in December 2015.

The discount rate used for the purposes of calculating accretion interest was revised to 15% (2012: 10%).  The interest accreted for the period was £161,831.

9.     Events subsequent to the reporting date

On 8 September 2014 the Company announced that it had entered into a variation of to the existing £5 million 2014 Convertible Loan Note Instrument pursuant to which Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited (together, "Henderson") subscribed for £2 million in principal amount of loan notes ("Convertible Loan Notes") as announced on 5 February 2014.  Under the terms of the variation, Henderson has agreed to subscribe for further Convertible Loan Notes of up to £2 million in principal amount on the terms of the amended Instrument.

DIRECTORS AND ADVISERS

Directors Clive Nathan Carver
Leonard John Reece
William Cameron Davies
Nigel Sandford Johnson Moore
Colin Hutchinson
Secretary Colin Hutchinson
Registered Office 5 New Street Square
London, EC4A 3TW
Nominated Adviser & Broker finnCap Ltd.
60 New Broad Street
London, EC2M 1JJ
Auditors BDO LLP
55 Baker Street
London, W1U 7EU
Solicitors Taylor Wessing LLP
5 New Street Square
London, EC4A 3TW
Bankers Barclays Corporate
1 Churchill Place
London, E14 5HP
Share Registry Computershare Investors Services plc
The Pavilions
Bridgwater Road
Bristol, BS13 8AE
Company's registered number 05239285

This information is provided by RNS

The company news service from the London Stock Exchange

END

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