UNI - EN REPORT No
UNI - EN REPORT No8/2020
Plaza Centers N.V. (“Plaza” / “Company” / “Group”) today announces its results for the year ended 31 December 2019.
• Reduction in total assets by €6 million to €56 million mainly due to decrease in Trading properties as detailed below and decrease in the Equity - accounted investees mainly from decrease in trading properties in the Indian companies.
• Book value of the Company’s Trading properties decreased by €2.2 million to €40.4 million over the period, due to disposals (land plots in Poland and Romania) in line with the disposal program and reverse of an impairment of €1.2 million of Trading Properties in Romania.
• Consolidated cash position as at December 31, 2019 decreased to €1.13 million (31 December 2018: €1.4 million) and current cash position is circa €2.5 million.
• Revenue from disposal of trading properties totaled €3.7 million (2018: €2.3 million), which is in line with the Company’s disposal program.
• €4.4 million loss recorded at an operating level (December 31, 2018: €31.7 million) including partial reverse of write-downs of €1.2 million (recorded gain), which increase the trading properties value, write down of €1.7 million, relating the change of provision in respect of PAB and significant decrease in administrative expenses.
• General & Administrative Expenses reduced to €1.6 million in 2019 mainly due to cost cutting of professional services and manpower (2018: €2.7 million).
• Recorded loss of €21.2 million (December 31, 2019: €38.4 million), mainly due to finance expenses on bonds.
• Basic and diluted loss per share of €3.09 (December 31, 2018: loss per share of €5.60).
During the first quarter of 2020 the Coronavirus pandemic that first surfaced in China is spreading all around the world. Many countries are taking significant steps in trying to prevent the spread of the virus, such as restrictions on civilian movements, gatherings, border closures and the like. The Company monitors the consequences of the event and the actions taken on countries in which it operates and assesses the risks and exposures arising from these consequences. At this stage, the Company is unable to estimate full impact of the effect of the Coronavirus on our business. Still this can have a negative potential impact on the values on the net realizable value of our assets compare to the values in the annual financial reports as of December 31, 2019. In addition, this crisis can have a material impact on the ability of the Company to complete the sale of the plots it owned.
Material events during the period:
Update on disposal of land plot in Lodz, Poland
1. 22% of this holding:
On March 26, 2019 the Company has signed definitive sale agreement with a Local Developer, under terms of which the purchaser paid the rest of consideration (circa EUR 0.85 million) in two installments: EUR 0.76 million was paid at the date of the signing of the definitive sale agreement and the remaining amount of EUR 0.09 million was paid on April 29, 2019 (the amount above don't include an advance payments of EUR 0.11 million which were already received as a refundable advance payment).
2. 78% of this holding:
In May 2019, the Company has signed a preliminary agreement for the sale of its remaining holdings in the plot (circa 47,860 sqm) to a local developer for a total gross consideration of approximately EUR 1.10 million.
On October 10, 2019 the Company has signed definitive sale agreement. The Company has received 50% upon signing of the definitive sale agreement and the remaining 50% was paid before December 10, 2019.
Update on disposal of land plot in Miercurea Ciuc, Romania:
On July 10, 2019 the directly owned subsidiary completed the sale of land plot in Miercurea Ciuc, Romania and signed a definitive agreement for a total amount of EUR 1.58 million, following which it received the last installment of EUR 1.22 million (the amount of EUR 0.36 million was already received as non-refundable advance payment).
Update on the sale of the shopping center in Belgrade Plaza:
On January 26, 2017, the Company signed a binding share purchase agreement with BIG Shopping Centers Ltd ("BIG"), for the sale of the SPV holding Belgrade Plaza shopping and entertainment centre. The final agreed value of Belgrade Plaza, which comprise circa 32,300 sqm of GLA, will be calculated based on a general cap rate of 8.25% as well as the sustainable NOI after 12 months of operation. The NOI will be re-examined again after 24 months and 36 months of operation, which may lead to an upward adjustment of the final purchase price. In respect of the last purchase price adjustment, which will be examined during 2020, the Company assess it will not receive any additional proceed on account of the above.
During June 2018 (the first adjustment date) and July 2019 (the second adjustment date) price adjustments were examined and accordingly no additional proceeds were made in both periods. During December 2018 and July 2019, BIG paid €466,000 and €110,000 respectively for the stands and signage at Belgrade Plaza. In addition to the above, during 2020 the Company is expected to receive the last instalment for the stands and signage.
BIG further informed the company that they intend to hold an additional €1 million until an orderly engineering examination of the mall's technical conditions is completed as part of the final Price adjustment to be performed in May 2020. During November the Company received Technical Review prepared by a Consultancy firm which detailed the proposed investments to be performed by BIG. The Company believes that it has a good counter claims against BIG's claims and is currently evaluating its options regarding BIG's intention to hold the €1 million. The Company did not record a revenue in the annual consolidated financial statements due to uncertainty related to receipt of such amount.
Update on the sale of the Company’s indirect shareholdings in the Dambovita Center Project (“CASA RADIO”) (for more details refer to note 5(3) in the annual consolidated financial statements):
On February 11, 2019 the Company signed a non-binding Letter of Intent ("LOI") with AFI Europe N.V. ( "AFI Europe", and together with the Company, the "Parties"), for the sale of its entire indirect shareholdings (75%) in the Casa Radio Project, for a maximum consideration of EUR 60 million, subject to the fulfilment of certain conditions precedent.
On July 3, 2019 the Company’s wholly owned subsidiary Dambovita Center Holding B.V (“Dambovita NL”) as seller, the Company as guarantor and AFI Europe as buyer entered into a pre-sale agreement for the sale of the shareholding in Dambovita Center S.R.L (“Dambovita RO”) (the "Pre-Sale Agreement"). Pursuant to the terms of the Pre-Sale Agreement, AFI Europe shall carry out a due diligence review which shall be completed no later than 5 September 2019 following which, subject to the satisfaction of the other conditions precedent in the Pre-Sale Agreement, the parties to the Pre-Sale Agreement will execute a share purchase agreement in the short form being Annex 3 to the Pre-Sale Agreement (the "SPA") and an intragroup loan assignment/novation agreement.
In the framework of the Pre-Sale Agreement, AFI Europe will pay the Company a down payment 15 months following the execution of the Pre-Sale Agreement, and subject to the satisfactory fulfilment of certain conditions precedent, the Parties will sign a sale agreement.
On July 30, 2019 at the bondholders’ meeting of Bonds series A and Bonds Series B it was decided to authorize the company to enter into an agreement and execute the transaction contained therein, despite the Company's failure to comply with the minimum coverage ratio (as defined in the Trust Deed) and notwithstanding the provision of section 4.6 of the Trust Deed.
In addition, an extraordinary general meeting of Shareholders of the Company held on 29 August 2019 approved the transaction as detailed in the Notice of EGM.
On September 5, 2019 in accordance with the pre-sale agreement, AFI Europe has paid the down payment of EUR 200,000. The above mentioned down payment shall be repaid upon certain conditions (for details on the condition in which the company will have to repay the down payment refer to note 5(3)(f) in the annual consolidated financial statements).
The Purchase Price is defined in the Pre-Sale Agreement as EUR 60 million minus 75% of Dambovita RO’s liabilities computed based on the closing accounts (being the annual financial statements of Dambovita RO for the period from 1 January of the year in which the closing of the Transaction will occur) and excluding the Intragroup Loan, plus 75% of Dambovita RO’s available cash and other current assets as shown in the closing accounts (as referred to above) and minus (insofar applicable) an amount agreed upon by the parties to the Pre-Sale Agreement to be reduced from the Purchase Price if the 49-year PPP-rights period will be calculated from any date prior to the year 2012.
Upon execution of the SPA, AFI Europe is bound to make a payment of EUR 20 million to Dambovita NL. A further EUR 22 million is to be paid later upon the issuance by the competent authorities of a building permit for the first stage of the Dambovita Project (the development of the shopping mall or the office building, excluding the public authority building as referred to above). The balance between the Purchase Price and the payments already made, will be paid out to Dambovita NL upon all permits required for the operation of any of the components (office building or shopping mall) of the first stage of the Dambovita Project including a fire permit and the operation permit having been obtained.
As described above, the Parties have 15 months from September 5, 2019 to execute the SPA, subject to the satisfaction of conditions precedent.
Since September 2019 the parties are trying to cooperate with the relevant authorities in Romania in order to amend the PPP agreement as agreed in the pre-sale agreement.
As of the date hereof, there can be no certainty that either the condition's precedent in the Pre-Sale Agreement as detailed above will be met and/or that the Sale Agreement will be executed and/or that the Transaction will be consummated as presented above or at all.
Update on co-operation with the Romanian Authorities regarding potential irregularities:
In 2015, the Board and Management became aware of certain issues with respect to certain agreements that were executed in the past in connection with the Project. In order to address this matter, the Board appointed the chairman of the Audit Committee to investigate the matters and independent law firms to analyze the available alternatives in this respect. The chairman of the Audit Committee did not conclude the investigation as the person with key information was not available to answer questions. The Board, among other steps, implemented a specific policy in order to prevent the reoccurrence of similar issues and appointed the chairman of the audit committee to monitor the policy's implementation by the Company's management. In addition, it was decided that in the future certain agreements will be brought to the Board's approval prior to signing. The Company has approached and is co-operating fully with the relevant Romanian Authorities regarding the matters that have come to its attention and it has submitted its initial findings in March 2016 to the Romanian Authorities. On September 23, 2019, the Romanian Prosecutor (the "Prosecutor") decided to close the investigation considering that there is no evidence to indicate that any bribery offense was committed in relation to the Project. The Prosecutor decided that no money laundry exists and that the evidence regarding a potential traffic of influence leads to the conclusion that this may be considered a matter for civil litigation and not a criminal offense.
Sale agreement of plot in Bangalore, India:
In March, 2008 Elbit Plaza India Real Estate Holdings Limited (a subsidiary held by the Company (50%) and Elbit Imaging ltd.(50%)) ("EPI") entered into a share subscription and framework agreement (the "Agreement"), with a third-party local developer (the "Partner"), and a wholly owned Indian subsidiary of EPI which was designated for this purpose ("SPV"), to acquire together with the Partner, through the SPV, up to 440 acres of land in Bangalore, India (the "Project") in certain phases as set forth in the Agreement. As of December 31, 2019, the Partner has surrendered sale deeds to the SPV for approximately 54 acres (the "Plot"). In addition, under the Agreement the Partner has also been granted with 10% undivided interest in the Plot and have also signed a Joint Development Agreement with the SPV in respect of the Plot.
On December 2, 2015 EPI has signed an agreement to sell 100% of its interest in the SPV to the Partner (the "Sale Agreement"). The total consideration upon completion of the transaction was INR 321 crores (approximately EUR 40.2 million) which should have been paid no later than September 30, 2016 (" Long Stop Date"). On November 15, 2016, the Partner informed EPI that it will not be able to execute the advance payments.
As a result of the foregoing, the Company has received from the escrow agent the sale deeds in respect of additional 8.7 acres (the "Additional Property") which has been mortgaged by the Partner in favor of the SPV in order to secure the completion of the transaction on the Long Stop Date. The Additional Property has not yet been registered in favor of the SPV for cost-benefit reasons. In addition, as per the Sale Agreement, the Company took actions in order to get full separation from the Partner with respect to the Plot and specifically the execution of the sale deed with respect of the 10% undivided interest, all as agreed in the Sale Agreement.
As a result of the failure of the Partner to complete the transaction under the Sale Agreement and in accordance with the provisions thereto, EPI has 100% control over the SPV and the partner is no longer entitled to receive the 50% shareholding.
In light of the above, and after lengthy negotiations between the parties, new understandings were formulated and the parties signed a revised agreement that substantially altered the outline of the original transaction (and this agreement was amended several more times, the last of which in April 2019), and concluded that: (i) the closing date for the transaction will be extended to November 2019, and may be further extended to August 2020 (the "Closing Date"). It should be clarified that the postponement of the closing date to November 2019 and August 2020 was subject to receipt of payments as agreed in the Sale Agreement and subject to mutually agreed payment terms; and (ii) the consideration was increased to INR 356 crores (approximately EUR 44.6 million) (Plaza part approximately EUR 22.3 million) (the "Consideration").
On January 10, 2020, the Company announced that a notice has been issued to the Partner to file its response in the insolvency proceedings initiated for the recovery of the amounts due. As regards the criminal cases filed for dishonor of the cheques which were given as security for payment of certain installments, the court has issued arrest warrants and the local police is on the look out for the accused persons.
Until the approval of the financial statements the Partner paid to EPI approximately EUR 11.2 million (INR 87.00 crores) (Plaza part INR 43.5 crores (approximately EUR 5.6 million) out of a total consideration of INR 356 crores (EUR 44.6 million) (Plaza part INR 178 crores (approximately EUR 22.3 million) the SPV should have been received as of the said date as per the Agreement.
As of the date the Partner has paid during 2019 INR 17 crores (Plaza part INR 8.5 crores (app. EUR 1.1 million)), during 2018 INR 30 crores (Plaza part INR 15 crores (app. EUR 2 million)), during 2017 INR 40 crores (Plaza part INR 20 crores (app. EUR 2.5 million)). Further, the Partner has mortgaged approximately 8.7 acres of plots as security for completion of the transaction as noted above.
At this stage, there is no clarity on payment of the remaining amount based on the agreement. Accordingly the Company is taking necessary steps to protect its interest, including, notice letters that were sent to the Partner, and filing a motion with court in order to collect checks given by the Partner to secure payments under the transaction, but were dishonored.
The Company estimates that the procedures for separating from the Partner and canceling his 10% undivided interest in the Plot, could cost up to EUR 1 million and will required the time frame of one year to four years. (The difference in costs and the length of time associated with such separation process is depending on the legal proceedings that EPI will take as well as whether or not the Partner will seek to compromise during legal proceedings).
Environmental update on Bangalore project - India:
Regarding Environmental update on Bangalore project and the implications on the net realisable value refer to Note 6 (b) (1) in the annual consolidated financial statements.
Sale agreement of plot in Chennai, India:
In February 2019 the Chennai Project SPV issued notice to the buyer terminating the Joint Development Agreement („JDA”) due to its failure to obtain the access road. The said termination of JDA has been disputed by the Buyer. Therefore, the Chennai Project SPV has initiated arbitration proceeding against the Buyer in accordance with the Arbitration Rules of the Singapore International Arbitration Centre, in accordance with the JDA Agreement to protect its rights.
In June 2019, the parties have signed a share purchase agreement ("SPA") according to which:
a. The Purchaser has paid a deposit of INR 5 crores (approximately Euro 0.625 million) in order to provide the Purchaser with an additional six months to complete the closing, which may be extended by another month upon payment by the Purchaser of an additional deposit of INR of 5 crores.
b. If the Purchaser is unable to complete the closing within the aforesaid time periods, then the parties will mutually appoint an international real estate consulting firm for the purpose of identifying a third-party buyer within a period of six months.
c. If the Purchaser is unable to complete the closing and no third-party buyer is found within the aforesaid time periods, both the JDA and SPA shall be terminated, subject to the Purchaser receiving the Deposits. However, the Purchaser will not be entitled to reimbursement of expenses incurred by it under the JDA.
d. Any final price received from a third-party buyer above the Consideration will be shared 67% by the Purchaser and 33% by EPI. The Consideration is subject to adjustment with respect to the Deposits and the existing cash in the SPV.
e. The Consideration will be remitted in Euro at the base rate already agreed upon by the parties. Foreign exchange loss arising due to change in conversion rate from INR to euro will be borne by the Purchaser and gain will be credited to the account of EPI.
f. the Company and of Elbit Imaging Ltd. as guarantor under the SPA, undertake EPI will transfer to the partner 100% of the rights in SPV. The liability in connection with the guarantee as stated here in on standalone bases (and not together) and limited to an amount not exceeding 200% of the updated consideration and for a period not exceeding 5 years from the date of the agreement being concluded
g. The parties withdraw the arbitration proceedings and other notices.
One December 5, 2019 the Company announced that EPI and the Developer have reached a revised understanding regarding the amendment of the agreement according to which:
a. the Developer further paid the SPV INR 5 crores (approximately €0.625 million) and received a three months extension to complete the closing (i.e., until March 3, 2020). This closing may be extended for an additional three months period (i.e., until June 3, 2020), for an additional payment of INR 5 crores, to be paid by the Developer. As of December 5, 2019, the Developer has paid the SPV a total of INR 20 crores (approximately €2.5 million) out of the Consideration.
b. According to the SPA, if the Developer is unable to complete the closing within the aforesaid time periods, then the parties will mutually appoint an international property consultant for the purpose of identifying a third-party buyer within a period of six months.
c. Out of the payments received from the Developer (as detailed in the paragraph above) EPI is entitled to receive a total of INR 17 crores (Plaza part INR 8.5 crores (approximately €1.05 million).
On February 18, 2020 the Company announced that has received INR 17 crores (approximately €2.1 million (Plaza part €1.05 million)) from the Chennai Project SPV.
On March 8, 2020 the Company announced that EPI and the Developer have reached a revised understanding regarding the amendment of the agreement according to which:
a. The Purchaser paid further INR 5 crores (approximately EUR 0.625 million) and get additional three months to complete the closing until June 3, 2020, which may be extended by another three months upon payment by the Purchaser of an additional deposit of INR 7.5 crores (approximately EUR 0.92 million).
b. If the Developer is unable to complete the closing within the aforesaid time periods, then the parties will mutually appoint an international real estate consulting firm for the purpose of identifying a third-party buyer within a period of six months.
At this stage, there is no certainty that the SPA closing will occur.
Motion to reveal and review internal documents:
In March 2018, a Shareholder of the Company has filed a motion with the Financial Department of the District Court in Tel-Aviv to reveal and review internal documents of the Company and of Elbit Imaging Ltd., with respect to the events surrounding that certain agreements that were signed in connection with the Casa Radio Project in Romania and the sale of the US portfolio. Such events were previously announced by the Company and are detailed in notes 5(4)(d) and 17(5) of these annual financial statements. In July 2018, the Company has filed a response to the relevant court.
On January 13, 2019, a Court hearing was held following which the judge decided that the board of directors of each of the Company and Elbit Imaging Ltd. would examine the allegations raised by the plaintiff in connection with the said events and the relevant facts and decide whether or not they should file a lawsuit against any of its officers.
The parties reached a procedural agreement whereby, without derogating from any parties claims, the Company and of Elbit Imaging Ltd will share with the plaintiff, under their sole discretion some of the documents he requested (subject a confidentiality obligation) and thereafter the plaintiff will notify the court whether he wants to continue with the motion.
Following the recipient of the documents by the plaintiff the parties have reached an understanding based on which they will notify the court that as the Shareholder received part of the documents he requested and without the company and Elbit Imaging Ltd admitting in any of the allegations raised by the plaintiff, the parties request that the motion will be closed without an order for expenses. The parties will consider filing a lawsuit against defaulters in certain grounds to be agreed upon between the parties
On February 16, 2020, a Court verdict was received according to which the motion was erased without any order for the payment of expenses. the Judge stated that the Motion had resulted in the plaintiff had received certain of the documents requested by him and that he would not be receiving any more documents as part of the present proceedings, and therefore there is no longer dispute between the parties in connection with the Motion. The Judge further noted that the plaintiff and the Company are free to act as they deem fit with respect to the possibility of filing a future lawsuit based on the grounds of some or all of the grounds specified in the Motion.
As of today, the parties are considering to file a lawsuit as detailed above.
Appointment of the executive director and non-executive director of the Board of Directors:
On December 19, 2019 Mr. Ron Hadassi was appointed as executive director and Ms. Maria Andrei was appointed as non-executive director and Mr. Avi Hakhamov as former executive director was dismissed on his own request following the Company’s Extraordinary General Meeting held on that date.
Request to reveal documents:
An indirect subsidiary of the Group in Romania (which holds plot of land outside Bucharest) received a request from Romanian authorities to reveal documents regarding the years in 2007-2011 as part of an ongoing investigation procedure. The company has submitted all relevant documents in respect of the said years. During 2019 another indirect subsidiary of the group (which was liquidated) was ordered to a court hearing.
A criminal investigation carried out regarding the commission of the money laundering and fiscal evasion offenses against legal representative (directors) of certain companies in which the company had indirect holdings through JV in the past. The prosecutor closed the case and the chief prosecutor denied the complaint of National Agency for Fiscal Administration as tardy. Against the prosecutor's disposition to close the case, the National Agency for Fiscal Administration filed a complaint in court.
In November 2019, the court denied the National Agency for Fiscal Administration complaint as unfounded. The court’s decision is final.
Interest and principal payments:
Refer to the below in Liquidity & Financing.
Key highlights since the period end:
Update on disposal of a plot of land in Brasov, Romania:
On February 14, 2020 an indirect subsidiary completed the sale of the plot in Brasov, Romania and signed the definitive agreement for a total consideration of EUR 620,000 following which it received the last instalment of EUR 570,000 (the company already received a down payment of EUR 50,000).
Update regarding the transaction for the sale of plot in Chennai and Bangalore in India:
Refer to the above section regarding the sale agreements of plot in Chennai and Bangalore, India.
Motion to reveal and review internal documents:
Refer to the above section regarding the Motion to reveal and review internal documents.
Appointment of the Chairman of the Board of Directors:
On March 23, 2020 Mr. David Dekel was appointed as the non-executive chairman of the Board of Directors following a meeting of the board held on that date.
Refer to the above section regarding the influence of Coronavirus pandemic.
Dutch statutory auditor:
As described in Note 2(a) these consolidated financial statements are not intended for statutory filing purposes. The Company is required to file consolidated financial statements prepared in accordance with The Netherlands Civil Code. During 2019 the Company has been informed by the audit firm, Baker Tilly (Netherlands) N.V., that they would cancel their license to audit public interest entities (such as the Company) and that, as a consequence, they are not in the position to provide the Company with their audit services for the 2019 statutory annual accounts. As a listed company, the Company needs to engage a Dutch audit firm that is licensed to perform audits for public interest entities. The choice for such firms in the Netherlands is very limited as only six firms have the appropriate license.
Despite extensive effort of the Company to find a new Dutch auditor, none of those six firms has been found prepared to accept the Company as their client. The Company approached in writing the Dutch Ministry of Finance, The Royal Dutch Institute of Chartered Accountants, the Authority for the Financial Markets to indicate the severe adverse consequences the Company would suffer if this problem will not be solved but none of those authorities has been able to find the solution. The Royal Dutch Institute of Chartered Accountants has put considerable effort in helping the Company by approaching audit firms and assessing their procedures for client acceptance but has no legal possibilities at its disposal to force audit firms to accept a specific client. This leaves the Company in the awkward position of not being able to meet its obligations regarding the statutory audit.
The Company has proposed to the authority's various alternative solutions to get the annual accounts of 2019 audited. It appeared that none of those are legally feasible and none of the addressees came up with any alternatives. It is now time to emphasize that the Company exhausted its sources to comply with the requirements of mandatory Dutch law.
Due to the above and in order to avoid an outright violation of applicable stock exchange regulations, the Company decided to engage EY Israel to audit its IFRS consolidated annual accounts and to issue an auditor statement on that. The IFRS report and the auditor statement will be submitted to the London Stock Exchange, the Warsaw Stock Exchange and the Tel Aviv Stock Exchange. In addition, the board of directors intends to submit the reports (as audited by EY Israel) to the AFM and to approach after all the Dutch authorities once again in order to explore a solution.
The company don't expect any material effect of the financial statement due to the above.
Commenting on the results, executive director Ron Hadassi said:
“Our active focus has continued to centre on asset disposals in CEE (including signing pre-agreements for future sales), continuing efforts to receive a Government Decision confirming to transfer the shares to AFI Europe N.V. as well as amendment of the PPP Agreement in line with the agreement with AFI Europe N.V. and realize projects in India and generating cash flows, material cost cutting, tight budget control and the optimisation of the business with the aim of satisfying our obligations to our stakeholders. In addition, we intend to request the bondholders’ approval to postpone the repayment of the bonds from July,1 2020 (the last repayment schedule date) in order to allow us to continue with the realization of the company assets. This remains our absolute priority for the next year”.
For further details, please contact:
Ron Hadassi, Executive Director 972-526-076-236
Notes to Editors
Plaza Centers N.V. (www.plazacenters.com) is listed on the Main Board of the London Stock Exchange, as of 19 October 2007, on the Warsaw Stock Exchange (LSE: “PLAZ”, WSE: “PLZ/PLAZACNTR”) and, on the Tel Aviv Stock Exchange.
This press release may contain forward-looking statements with respect to Plaza Centers N.V. future (financial) performance and position. Such statements are based on current expectations, estimates and projections of Plaza Centers N.V. and information currently available to the company. Plaza Centers N.V. cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements.
During 2019 the management’s focus has been on signin