Interim / Quarterly Report • Oct 27, 2015
Interim / Quarterly Report
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CONSOLIDATED INTERIM CONDENSED NOT-AUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2015 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
Mr. Alvydas Banys (chairman of the Board) Ms. lndre Miseikyte Mr. Darius Suhis
Ms. EgE Surpliene (direclor from 30 June 2015) Mr. Darius Sulnis (director, until 29 June 2015)
Offce address Seimyniskiq Str. 1A, Mlnius, Lithuania
Company code 30329978'l
AB DNB Bankas AB Siauliq Bankas 'Swedbanf, AB AB bankas 'Fimsta'
The financhl slatements \$€re approved and signed by the Management and the Boatd of Diredors on 27 October 2015.
*UJ
Ms. EgE Surpliene Director
Rajeckas r according to the
INVL Baltic Farmland has 100% in 18 companies owning more than 3 thousand hectares of agricultural land in the most fertile regions of Lithuania. Companies – land owners and joint-stock company INVL Baltic Farmland on 30 June 2015 have signed a basic property administration agreement with INVL Farmland Management which administrates agricultural land owned by the companies in order to ensure steady growth of income for the shareholders and the value of the land.
The company's income for the nine months ended 30 September 2015 reached EUR 339 thousand while net profit amounted to EUR 270 thousand. INVL Baltic Farmland was established in April, 2014 therefore 2014 data is not comparable.
Income for the nine months ended 30 September 2015 makes about 74 percent of the forecasted total income for 2015 (EUR 457 thousand) and net profit makes about 85 percent of the total forecasted net profit for 2015 (EUR 316 thousand).
Equity of INVL Baltic Farmland in the end of September, 2015 was EUR 10.002 million or EUR 3.04 per share.
In April, 2015 INVL Baltic Farmland paid-out EUR 197 thousand dividends or EUR 0.06 per share.
As of 30 September 2015 the total value of the managed land was EUR 10.6 million, or EUR 3.5 thousand per hectare. Next valuation of the land is planned for the end of 2015.
Since May 2014 changes to the Agricultural Land Acquisition temporary law entered into force. Under these changes, the persons cannot acquire more than 500 hectares of agricultural land. Also, the amount of people having pre-emptive right to purchase the land was expanded. Restrictions define that persons who own more than 25 percent of shares in agricultural land companies, as well as persons who own more than 25 percent in several companies are held as related parties. Therefore, those willing to purchase additional agricultural land have to have documents proving that the person, during the last 10 years before the deal, was engaged in agricultural activity for at least 3 years and has declared his farmland as well as crop. For legal entities restrictions define that they have to additionally provide documents proving that more than 50 percent of their business annual income comes from farming activities and company is economically sound.
Due to the restrictions INVL Baltic Farmland is unable to invest in agricultural land in Lithuania as well as is unable to take control in companies owning agricultural land.
Consolidated statements of comprehensive income
| Notes | Nine months of 2015 |
Nine months of 2014 |
|
|---|---|---|---|
| Revenue | 339 | 135 | |
| Other income | 12 | 2 | |
| Legal, professional and securities administration fees | (24) | (27) | |
| Allowance for (reversal of) impairment of trade receivables | 4 | 26 | (17) |
| Direct property operating expenses | (27) | (6) | |
| Employee benefits expense | (6) | (11) | |
| Depreciation and amortisation | (2) | (1) | |
| Other expenses | (6) | (6) | |
| Operating profit | 312 | 69 | |
| Finance costs | - | - | |
| Profit before income tax | 312 | 69 | |
| Income tax expense | 6 | (42) | (13) |
| NET PROFIT FOR THE YEAR | 270 | 56 | |
| Other comprehensive income for the year, net of tax | - | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 270 | 56 | |
| Attributable to: | |||
| Equity holders of the parent | 270 | 56 | |
| Basic and diluted earnings per share (in EUR) | 7 | 0.08 | 0.02 |
| Notes | rd Quarter 3 2015 |
rd Quarter 3 2014 |
|
|---|---|---|---|
| Revenue | 109 | 80 | |
| Other income | 2 | - | |
| Legal, professional and securities administration fees | (8) | (17) | |
| Allowance for (reversal of) impairment of trade receivables | - | (18) | |
| Direct property operating expenses | (26) | (5) | |
| Employee benefits expense | (1) | (7) | |
| Depreciation and amortisation | (1) | - | |
| Other expenses | - | (2) | |
| Operating profit | 75 | 31 | |
| Finance costs | - | - | |
| Profit before income tax | 75 | 31 | |
| Income tax expense | (11) | (8) | |
| NET PROFIT FOR THE YEAR | 64 | 23 | |
| Other comprehensive income for the year, net of tax | - | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 64 | 23 | |
| Attributable to: | |||
| Equity holders of the parent | 64 | 23 | |
| Basic and diluted earnings per share (in EUR) | 0.02 | 0.01 |
(all amounts are in EUR thousand unless otherwise stated)
| As at 30 | As at 31 | ||
|---|---|---|---|
| Notes | September 2015 | December 2014 | |
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | - | 1 | |
| Investment properties | 3 | 10,559 | 10,558 |
| Intangible assets | - | 3 | |
| Deferred income tax asset | - | 4 | |
| Total non-current assets | 10,559 | 10,566 | |
| Current assets | |||
| Trade and other receivables | 4 | 130 | 23 |
| Prepayments and deferred charges | 7 | 1 | |
| Cash and cash equivalents | 308 | 210 | |
| Total current assets | 445 | 234 | |
| Total assets | 11,004 | 10,800 | |
| EQUITY AND LIABILITIES Equity |
|||
| Equity attributable to equity holders of the parent | |||
| Share capital | 8 | 955 | 954 |
| Own shares | 8 | - | (6) |
| Share premium | 1,387 | 1,387 | |
| Reserves | 3,223 | 3,219 | |
| Retained earnings | 4,437 | 4,377 | |
| Total equity | 10,002 | 9,931 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred income tax liability | 851 | 837 | |
| Total non-current liabilities | 851 | 837 | |
| Current liabilities | |||
| Trade payables | 30 | 3 | |
| Income tax payable | 24 | 9 | |
| Deferred revenue | 4 | 84 | - |
| Advances received | 9 | - | 14 |
| Other current liabilities Total current liabilities |
13 151 |
6 32 |
|
| Total liabilities | 1,002 | 869 | |
| Total equity and liabilities | 11,004 | 10,800 |
| Re se rve s |
||||||||
|---|---|---|---|---|---|---|---|---|
| Gr ou p |
No tes |
Sh ita l are ca p |
Ow ha n s res |
Sh ium are p rem |
Le al g res erv e |
Re of se rve rch f o pu as e o wn sh are s |
Re tai d e ing ne arn s |
To tal |
| Ba lan 31 De mb 20 14 at ce as ce er |
95 4 |
( 6) |
1, 38 7 |
132 | 3, 08 7 |
4, 37 7 |
9, 93 1 |
|
| Se Ne rof it fo r th e 9 ths de d 3 0 be t p tem m on en p r 20 15 |
- | - | - | - | - | 27 0 |
27 0 |
|
| Oth reh siv e in fo r th e 9 ths er co mp en co me m on de d 3 0 Se be r 2 01 5 tem en p |
- | - | - | - | - | - | - | |
| To tal reh siv e i e ( los s) for th e 9 co mp en nc om Se nth nd ed 30 tem be r 2 01 5 mo s e p |
- | - | - | - | - | 27 0 |
27 0 |
|
| Ow ha bu ba ck n s res y |
8 | - | ( 2) |
- | - | - | - | ( 2) |
| De of sh ital cre ase are ca p |
8 | - | 8 | - | - | ( 8) |
- | - |
| Th dju f th lue of th ha stm t o e a en e p ar va e s res du rsio e t n to o c on ve eu ro |
8 | 1 | - | - | - | - | ( 1) |
- |
| Ch s in an ge re se rve s |
- | - | - | 12 | - | ( 12) |
- | |
| Div ide nds d ap pro ve |
5 | - | - | - | - | - | ( ) 197 |
( 197 ) |
| To tal ion ith of the tra act ns s w ow ne rs Co nis ed di tly in uit mp an y, rec og rec eq y |
1 | ( 6) |
- | 12 | ( 8) |
( 21 0) |
( 199 ) |
|
| Ba lan 30 Se be r 2 01 5 at tem ce as p |
95 5 |
- | 1, 38 7 |
144 | 3, 07 9 |
4, 43 7 |
10 00 2 , |
| Re se |
rve s |
|||||||
|---|---|---|---|---|---|---|---|---|
| Gr ou p |
No tes |
Sh ita l are ca p |
Ow ha n s res |
Sh ium are p rem |
Le al g res erv e |
Re fo se rve r rch f o pu as e o wn sh are s |
Re tai d e ing ne arn s |
To tal |
| Th Gr 's e ity for d o n 2 9 A il 2 01 4 u nde e ou p qu me pr r lit-o ff c dit ion rdi de to sp on s a cco ng pre ces so r lue eth od va s m |
95 4 |
- | 1, 38 7 |
132 | 3, 08 7 |
4, 28 8 |
9, 84 8 |
|
| Ow ha bu ba ck n s res y |
8 | - | - | - | - | ( 6) |
- | ( 6) |
| To tal ion ith of the tra act ns s w ow ne rs Co nis ed di tly in uit mp an y, rec og rec eq y |
95 4 |
1, 38 7 - |
132 | 3, 08 1 |
4, 28 8 |
9, 84 2 |
||
| Ne rof it fo r th ths de d 3 Se be e 9 0 t p tem m on en p r 20 14 |
- | - | - | - | - | 56 | 56 | |
| Oth reh siv e in fo r th e 9 ths er co mp en co me m on de d 3 0 Se be 20 14 tem en p r |
- | - | - | - | - | - | - | |
| To tal reh siv e i e f the 9 nth co mp en nc om or mo s Se de d 3 0 tem be 20 14 en p r |
- | - | - | - | - | 56 | 56 | |
| Se Ba lan 30 be r 2 01 4 at tem ce as p |
95 4 |
- | 1, 38 7 |
132 | 3, 08 1 |
4, 34 4 |
9, 89 8 |
(all amounts are in EUR thousand unless otherwise stated)
| Notes | Nine months of 2015 |
Nine months of 2014 |
|
|---|---|---|---|
| Cash flows from (to) operating activities | |||
| Net profit (loss) for the period | 270 | 56 | |
| Adjustments for non-cash items and non-operating activities: Depreciation and amortization |
2 | 1 | |
| Interest (income) | - | - | |
| Interest expenses | - | - | |
| Deferred taxes | 6 | 18 | 7 |
| Current income tax expenses | 6 | 24 | 6 |
| Allowances | 4 | (26) | 17 |
| Changes in working capital: | |||
| Decrease (increase) in trade and other receivables | (10) | (45) | |
| Decrease (increase) in other current assets | (6) | 1 | |
| (Decrease) increase in trade payables | 22 | (5) | |
| (Decrease) increase in other current liabilities | 5 | 1 | |
| Cash flows (to) from operating activities | 299 | 39 | |
| Income tax (paid) | (9) | (2) | |
| Net cash flows (to) from operating activities | 290 | 37 | |
| Cash flows from (to) investing activities | |||
| Proceeds from sale of non-current assets (except for investment properties) | 2 | - | |
| Acquisition of investment properties | (1) | - | |
| Repayment of granted loans | - | 480 | |
| Net cash flows (to) investing activities | 1 | 480 | |
| Cash flows from (to) financing activities | |||
| Cash flows related to Group owners | |||
| Cash received according to split-off terms Acquisition of own shares |
8 | - (2) |
284 - |
| Dividends paid to equity holders of the parent | (191) | - | |
| (193) | 284 | ||
| Cash flows related to other sources of financing | |||
| Repayment of loans | - | (657) | |
| Interest paid | - | - | |
| - | (657) | ||
| Net cash flows (to) from financial activities | (193) | (373) | |
| Net (decrease) increase in cash and cash equivalents | 98 | 144 | |
| Cash and cash equivalents at the beginning of the period | 210 | - | |
| Cash and cash equivalents at the end of the period | 308 | 144 |
(all amounts are in EUR thousand unless otherwise stated)
AB INVL Baltic Farmland (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania. It was established on 29 April 2014, following the split-off of 14.45% assets, equity and liabilities from AB Invalda INVL (code 121304349). Entities, which business is investment into agricultural land and its rent, were transferred to the Company (hereinafter split-off). The address of the office is as follows:
Šeimyniškių str. 1A, Vilnius, Lithuania.
Because the Company is established on 29 April 2014, the comparative figures for nine months of 2014 covers period starting from 29 April 2014 and ending on 30 September 2014.
The Company manages shares of entities investing into agricultural land. Now the Company has 100% in 18 companies owning more than 3 thousand hectares of agricultural land in Lithuania (detailed list of subsidiaries is presented below), that is rented to farmers and agricultural companies. The Company focuses on growth of quality of owned land and environmental sustainability. The Group is operated in one segment – agricultural land segment.
Investments into agricultural land are classified as long term and are recommended for investors who are satisfied with the return on rent and possible income from increase of agricultural land prices. Since prices of agricultural products are determined in the world markets, this investment allow to participate in the world food supply chain.
The Company's share capital is divided into 3,291,549 ordinary registered shares with the nominal value of EUR 0.29 each. All the shares of the Company were fully paid. Subsidiaries did not hold any shares of the Company. As at 30 September 2015 the shareholders of the Company were (by votes)*:
| Number of votes | |||
|---|---|---|---|
| held | Percentage | ||
| UAB LJB Investments | 1,002,724 | 30.46 | |
| Mrs. Irena Ona Mišeikiene | 952,072 | 28.92 | |
| UAB Lucrum Investicija | 743,546 | 22.59 | |
| Mr. Alvydas Banys | 252,875 | 7.69 | |
| Ms. Indrė Mišeikytė | 65,758 | 2.00 | |
| Other minor shareholders | 274,574 | 8.34 | |
| Total | 3,291,549 | 100.00% |
* Some shareholders have sold part of their shares under repo agreement (so did not hold the legal ownership title of shares), but they retained the voting rights of transferred shares.
The Company's shares are traded on the Baltic Secondary List of NASDAQ Vilnius from 4 June 2014.
(all amounts are in EUR thousand unless otherwise stated)
The interim condensed financial statements for the 9 months ended 30 September 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2014.
From 1 January 2015 euro is the Company's and the Group's functional and presentation currency. The financial statements are presented in thousands of euro (EUR) and all values are rounded to the nearest thousand except when otherwise indicated. The previous year comparison information recalculated using the official litas to euro conversion ratio: 1 euro = 3.4528 litas.
The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Group's and Company's annual financial statements for the year ended 31 December 2014, except adoption of new Standards and Interpretations as of 1 January 2015, noted below.
The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. The obligating event that gives rise to a liability is the event identified by the legislation that triggers the obligation to pay the levy. The fact that an entity is economically compelled to continue operating in a future period, or prepares its financial statements under the going concern assumption, does not create an obligation. The same recognition principles apply in interim and annual financial statements. The application of the interpretation to liabilities arising from emissions trading schemes is optional. The Group is not currently subjected to significant levies so the impact on the Group is not material.
The improvements consist of changes to four standards.
The amendments had no impact on the Group's financial statements for the 9 months ended 30 September 2015.
(all amounts are in EUR thousand unless otherwise stated)
During nine months of 2015 the Group has not acquired, nor sold investment properties, except it has paid EUR 1 thousand for the increase of land area after the cadastral measurements. Investment properties are stated at fair value and are valued by accredited valuer UAB korporacija Matininkai using sales comparison method. The valuation was performed in July 2014. There were no significant changes in the market from August 2014 that could have an effect on the value of those investment properties, therefore the updated valuation was not performed as at 30 September 2015.
On 1 May 2014 changes to the Agricultural Land Acquisition temporary law entered into force, providing restrictions of the purchase of agricultural land (including restriction of purchase of shares in the legal entity owning agricultural land). These restrictions mean that the Group cannot purchase additional agricultural land and/or acquire shares in entities owning agricultural land. As a result of restrictions the land sale market in Lithuania became less liquid.
There were no other restrictions on the realisation of investment properties or the remittance of income and proceeds of disposals during nine months of 2015. No contractual obligations to purchase investment properties existed at the end of the period.
| As at 30 September 2015 | As at 31 December 2014 | |
|---|---|---|
| Trade receivables, gross | 153 | 106 |
| Accrued revenue | 12 | - |
| Taxes receivable, gross | 26 | 4 |
| Less: allowance for doubtful trade and other receivables | (61) | (87) |
| 130 | 23 |
Changes in allowance for doubtful trade and other receivables for the nine months of 2015 and 2014 have been included within 'Allowance for (reversal of) impairment of trade receivables' in the statement of comprehensive income.
In the caption of statement of financial position 'Deferred revenue' is recognised current year's invoiced rental income, net of on a straight line basis recognised rental income for nine months of 2015 (EUR 84 thousand). This amount would be recognised as rental income during 4th Quarter of current year.
As at 30 September 2015 and 31 December 2014 the Group's trade and other receivables with nominal value of EUR 63 thousand and 94 thousand were impaired, respectively. The net amount of EUR 2 thousand is presented in the statement of financial position of the Group as at 30 September 2015 (31 December 2014 – EUR 7 thousand).
Movements in the allowance for accounts receivable of the Group (assessed individually) were as follows:
| Individually impaired | |
|---|---|
| Group | |
| Balance as at 31 December 2014 | 87 |
| Charge for the year | - |
| Write-offs charged against the allowance | - |
| Recoveries of amounts previously written-off | (26) |
| Balance as at 30 September 2015 | 61 |
(all amounts are in EUR thousand unless otherwise stated)
The ageing analysis of trade and other receivables of the Group are as follows:
| Trade receivables past due but not impaired | ||||||
|---|---|---|---|---|---|---|
| Trade receivables neither past due nor impaired |
Less than 30 days |
30–90 days |
90–180 days |
More than 180 days |
Total | |
| As at 30 September 2015 | 13 | - | 3 | 2 | 72 | 90 |
| As at 31 December 2014 | - | - | 2 | - | 10 | 12 |
A dividend in respect of the year ended 31 December 2014 of EUR 0.06 per share, amounting to a total dividend of EUR 197 thousand, was approved at the annual general meeting on 24 March 2015.
| Nine months of 2015 |
Nine Months of 2014 |
|
|---|---|---|
| Components of the income tax expenses | ||
| Current year income tax | (24) | (6) |
| Deferred income tax expenses | (18) | (7) |
| Income tax expenses charged to profit or loss – total | (42) | (13) |
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
The weighted average number of shares for the three months ended 30 September 2015:
| Calculation of weighted average for the three months ended 30 September 2015 |
Number of shares (thousand) |
Par value (EUR) |
Issued/273 (days) |
Weighted average (thousand) |
|---|---|---|---|---|
| Shares issued as at 31 December 2014 | 3,292 | 0.29 | 273/273 | 3,292 |
| Acquired own shares as at 2 March 2015 | (1) | 0.29 | 212/273 | (1) |
| Shares issued as at 30 September 2015 | 3,291 | 0.29 | 3,291 |
The following table reflects the income and share data used in the basic earnings per share computations:
| Nine months of 2015 |
Nine months of 2014 |
|
|---|---|---|
| Net profit (loss), attributable to the equity holders of the parent (EUR thousand) | 270 | 56 |
| Weighted average number of ordinary shares (thousand) | 3,291 | 3,294 |
| Basic earnings (deficit) per share (EUR) | 0.08 | 0.02 |
(all amounts are in EUR thousand unless otherwise stated)
From 29 January 2015 until 26 February 2015 the Company implemented share buy-back through the tender offer market. Maximum number of shares to be acquired was 16,471. Share acquisition price established at EUR 2.86 per share. During buyback 710 shares (0.02% of share capital) were acquired for EUR 2 thousand, including brokerage fees. The acquired shares were settled on 2 March 2015. Acquired own shares do not have voting rights.
According to the decision of shareholders 2,660 acquired own shares were cancelled, and the reserve for the acquisition of own shares was decreased by EUR 8 thousand. Also the par value of shares was changed from LTL 1 to EUR 0.29. The changes in share capital were registered in the Register of Legal entities on 5 June 2015. From 5 June 2015 the total authorised number of ordinary shares is 3,291,549 with the par value of EUR 0.29 per share, the Company's authorized share capital is equal to EUR 954,549.21.
From 14 August 2014 until 30 September 2014 the share buy-back was implemented. Maximum number of shares to be acquired was 16,471. Share acquisition price established at EUR 2.86 per share. The shareholders had offered to the Company 1,950 shares. A liability of EUR 6 thousand for the value of own shares purchase amount, including brokerage fees, was recognised in the statements of financial position of the Group, correspondingly decreasing the reserve of purchase of own shares. The acquired shares were settled on 3 October 2014. Acquired own shares do not have voting rights.
| As at 30 September | |||
|---|---|---|---|
| 2015 | As at 31 December 2014 | ||
| Employee benefits | - | - | |
| Dividends payables | 7 | - | |
| Taxes payables | 4 | - | |
| Other | 2 | 6 | |
| Total other current liabilities | 13 | 6 |
The Group has signed land plot administration agreement with UAB INVL Farmland Management on 30 June 2015. UAB INVL Farmland Management, is a company owned by AB Invalda INVL. The agreement was valid from 1 July 2015. According to the agreement management fees paid to UAB INVL Farmland Management will be 7% of annual rent revenues and 0,5% market capitalization of AB INVL Baltic Farmland. Success fee is also set and it consists of 20 percent from the share of the return exceeding the pre-determined annual return of 5 percent plus inflation. In the case of bad debts exceeding 5 percent of revenue surplus shall be fully compensated by UAB INVL Farmland Management. In 3rd Quarter of 2015 the Group has recognised administration expenses of EUR 20 thousand in the caption "Direct property operating expenses" in the statement of comprehensive income.
(all amounts are in EUR thousand unless otherwise stated)
The related parties of the Group were the shareholders of the Company (note 1), key management personnel, including companies under control or joint control of key management and shareholders having significant influence, the entities of the group of AB Invalda INVL and entities of other groups, which were split-off from AB Invalda INVL. The Group was established after the split-off from Invalda INVL.
Interest income and expenses are presented in the 'sales' and 'purchases' columns, respectively.
The Group's transactions with related parties during nine months of 2015 and related quarter-end balances were as follows:
| Nine months of 2015 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| AB Invalda INVL (accounting services) UAB INVL Farmland Management (sale of |
- | 12 | - | - |
| assets) | 7 | - | - | - |
| UAB INVL Farmland Management | ||||
| (administration fees) | - | 20 | - | 24 |
| AB FMĮ Finasta (services to issuer) | - | 2 | - | - |
| 7 | 34 | - | 24 | |
| Liabilities to shareholders and management (dividends, net of tax) |
- | - | - | 6 |
To the Board members, which are shareholders of the Company, were paid EUR 16 thousand of dividends, net of tax. To the entities, which are controlled by the Board members, were paid EUR 105 thousand of dividends, net of tax.
The Group's transactions with related parties during nine months of 2014 and related quarter-end balances were as follows:
| Nine months of 2014 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| AB Invalda INVL (accounting services) | - | 6 | - | - |
| - | 6 | - | - | |
| Liabilities to shareholders and management | - | - | - | - |
(all amounts are in EUR thousand unless otherwise stated)
(all amounts are in EUR thousand unless otherwise stated)
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