Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Hi-Crush Inc. | exhibit993-whitehall2016fi.htm |
| EX-99.2 - EXHIBIT 99.2 - Hi-Crush Inc. | hclpfebruary2017wallcros.htm |
| EX-99.1 - EXHIBIT 99.1 - Hi-Crush Inc. | exhibit991-permianbasinsan.htm |
| EX-23.1 - EXHIBIT 23.1 - Hi-Crush Inc. | exhibit231-pwcconsentxwhit.htm |
| 8-K - 8-K - Hi-Crush Inc. | form8-kxwhitehallfinancials.htm |
Exhibit 99.4
Hi-Crush Partners LP
Pro Forma Condensed Combined Balance Sheet as of December 31, 2016
and Pro Forma Condensed Combined Statements of Operations for
the Years Ended December 31, 2016, 2015 and 2014
(Unaudited)
HI-CRUSH PARTNERS LP
Index to Pro Forma Condensed Combined Financial Statements
(Unaudited)
Page | |
Introduction | 1 |
Pro Forma Condensed Combined Balance Sheet as of December 31, 2016 | 2 |
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2016 | 3 |
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2015 | 4 |
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2014 | 5 |
Notes to Condensed Combined Financial Statements | 6 |
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise noted)
(Unaudited)
On February 23, 2017, Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, “we”, “us” or “our”) and Hi-Crush Augusta Acquisition Co. LLC, a wholly owned subsidiary of the Partnership (“Acquisition Co.”), entered into an agreement with Hi-Crush Proppants LLC (the “sponsor”) to acquire all of the outstanding membership interests in Hi-Crush Whitehall LLC ("Whitehall"), the entity that owns the sponsor’s Whitehall facility, the remaining 2% equity interest in Hi-Crush Augusta LLC, and all of the outstanding membership interests in PDQ Properties LLC (together the "Other Assets"), for $140,000 in cash and up to $65,000 of contingent earnout consideration over a two-year period.
The following pro forma condensed combined balance sheet of Hi-Crush Partners LP presents the combined financial position of the Partnership as it may have appeared had the acquisition and related financings described above occurred on December 31, 2016. The pro forma condensed combined statements of operations of Hi-Crush Partners LP presents the combined results of operations of the Partnership as they may have appeared had the acquisition and related financings described above occurred on January 1, 2014.
The pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to present what the actual results of operations would have been had the transactions actually occurred on the dates indicated, nor does it purport to represent results of operations for any future period or financial position for any future date. These statements do not reflect any cost savings or other benefits that may be obtained among the operations of Hi-Crush Partners LP, Hi-Crush Whitehall LLC, and the Other Assets.
The pro forma condensed combined financial statements have been derived from and should be read together with the historical consolidated financial statements and notes of Hi-Crush Partners LP and the historical financial statements of Hi-Crush Whitehall LLC, both prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the years ended December 31, 2016, 2015 and 2014.
The pro forma condensed combined financial statements have been prepared on the basis that the Partnership is treated as a partnership for federal income tax purposes. The pro forma condensed combined financial statements should be read in conjunction with the notes accompanying these pro forma condensed combined financial statements and with the historical consolidated financial statements and related notes of the Partnership, as filed with the Securities and Exchange Commission.
On February 23, 2017, the Partnership also entered into a definitive agreement to acquire Permian Basin Sand Company, LLC (“Permian Basin Sand”), which owns a 1,226-acre frac sand reserve consisting of more than 55 million tons of 100 mesh frac sand. The acquisition of Permian Basin Sand also includes certain rights to purchase additional acreage of reserves. Permian Basin Sand is strategically positioned in the heart of the Permian Basin, located within 75 miles of significant Delaware and Midland Basin activity. Under the terms of the agreement, Hi-Crush will acquire Permian Basin Sand for total consideration of $275,000, of which up to $75,000 may be paid in the form of newly issued common units to the seller. The acquisition of Permian Basin Sand constitutes an asset acquisition that has not been consummated and therefore is not included in the accompanying pro forma condensed combined financial statements.
1
HI-CRUSH PARTNERS LP
Pro Forma Condensed Combined Balance Sheet as of December 31, 2016
(In thousands)
(Unaudited)
Hi-Crush Partners LP Historical | Hi-Crush Whitehall LLC Historical | Other Assets (h) | Common Control Recast Adjustments | Hi-Crush Partners LP Recast | Pro Forma Adjustments | Hi-Crush Partners LP Pro Forma | |||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||||
Cash | $ | 4,314 | $ | 207 | $ | — | $ | — | $ | 4,521 | $ | 140,000 | (d) | $ | 4,521 | ||||||||||||
— | (140,000 | ) | (e) | ||||||||||||||||||||||||
Accounts receivable, net | 52,834 | — | — | — | 52,834 | — | 52,834 | ||||||||||||||||||||
Inventories | 24,338 | 4,860 | — | 79 | (a) | 29,277 | — | 29,277 | |||||||||||||||||||
Prepaid expenses and other current assets | 2,714 | 2 | — | — | 2,716 | — | 2,716 | ||||||||||||||||||||
Total current assets | 84,200 | 5,069 | — | 79 | 89,348 | — | 89,348 | ||||||||||||||||||||
Property, plant and equipment, net | 416,950 | 123,551 | 1,192 | — | 541,693 | — | 541,693 | ||||||||||||||||||||
Goodwill and intangible assets, net | 10,097 | — | — | — | 10,097 | — | 10,097 | ||||||||||||||||||||
Equity method investments | 10,232 | — | — | — | 10,232 | — | 10,232 | ||||||||||||||||||||
Other assets | 7,831 | — | — | — | 7,831 | — | 7,831 | ||||||||||||||||||||
Total assets | $ | 529,310 | $ | 128,620 | $ | 1,192 | $ | 79 | $ | 659,201 | $ | — | $ | 659,201 | |||||||||||||
Liabilities and Partners' Equity | |||||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||||
Accounts payable | $ | 18,223 | $ | 1,041 | $ | — | $ | — | $ | 19,264 | $ | — | $ | 19,264 | |||||||||||||
Accounts payable, related party, net | — | 1,578 | 2 | (1,580 | ) | (b) | — | — | — | ||||||||||||||||||
Accrued and other current liabilities | 7,877 | 278 | — | — | 8,155 | — | 8,155 | ||||||||||||||||||||
Due to sponsor | 1,100 | 114,747 | 1,214 | 1,580 | (b) | 118,641 | (115,961 | ) | (c) | 2,680 | |||||||||||||||||
Current portion of long-term debt | 2,962 | — | — | — | 2,962 | — | 2,962 | ||||||||||||||||||||
Total current liabilities | 30,162 | 117,644 | 1,216 | — | 149,022 | (115,961 | ) | 33,061 | |||||||||||||||||||
Long-term debt | 193,458 | — | — | — | 193,458 | — | 193,458 | ||||||||||||||||||||
Asset retirement obligations | 7,808 | 1,706 | — | — | 9,514 | — | 9,514 | ||||||||||||||||||||
Other liabilities | 5,000 | — | — | — | 5,000 | — | (f) | 5,000 | |||||||||||||||||||
Total liabilities | 236,428 | 119,350 | 1,216 | — | 356,994 | (115,961 | ) | 241,033 | |||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||||||
Partners'/Member capital and non-controlling interest: | 292,882 | 9,270 | (24 | ) | 79 | (a) | 302,207 | 115,961 | (c) | 418,168 | |||||||||||||||||
140,000 | (d) | ||||||||||||||||||||||||||
(140,000 | ) | (e) | |||||||||||||||||||||||||
— | (f) | ||||||||||||||||||||||||||
Total partners' equity | 292,882 | 9,270 | (24 | ) | 79 | 302,207 | 115,961 | 418,168 | |||||||||||||||||||
Total liabilities and partners' equity | $ | 529,310 | $ | 128,620 | $ | 1,192 | $ | 79 | $ | 659,201 | $ | — | $ | 659,201 | |||||||||||||
The accompanying notes are an integral part of this unaudited pro forma financial information.
2
HI-CRUSH PARTNERS LP
Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2016
(In thousands, expect unit and per unit amounts)
(Unaudited)
Hi-Crush Partners LP Historical | Hi-Crush Whitehall LLC Historical | Other Assets (h) | Common Control Recast Adjustments | Hi-Crush Partners LP Recast | Pro Forma Adjustments | Hi-Crush Partners LP Pro Forma | |||||||||||||||||||||
Revenues | $ | 204,430 | $ | 8,275 | $ | — | $ | (8,275 | ) | (a) | $ | 204,430 | $ | — | $ | 204,430 | |||||||||||
Cost of goods sold (excluding depreciation, depletion and amortization) | 189,193 | 7,782 | — | (8,667 | ) | (a) | 188,308 | — | 188,308 | ||||||||||||||||||
Depreciation, depletion and amortization | 15,437 | 1,595 | — | — | 17,032 | — | 17,032 | ||||||||||||||||||||
Gross profit (loss) | (200 | ) | (1,102 | ) | — | 392 | (910 | ) | — | (910 | ) | ||||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||
General and administrative | 33,198 | 2,290 | 14 | — | 35,502 | — | 35,502 | ||||||||||||||||||||
Impairments and other expenses | 34,025 | — | — | — | 34,025 | — | 34,025 | ||||||||||||||||||||
Accretion of asset retirement obligations | 369 | 61 | — | — | 430 | — | 430 | ||||||||||||||||||||
Loss from operations | (67,792 | ) | (3,453 | ) | (14 | ) | 392 | (70,867 | ) | — | (70,867 | ) | |||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||
Interest expense | (13,341 | ) | (312 | ) | — | — | (13,653 | ) | — | (13,653 | ) | ||||||||||||||||
Net loss | (81,133 | ) | (3,765 | ) | (14 | ) | 392 | (84,520 | ) | — | (84,520 | ) | |||||||||||||||
(Income) loss attributable to non-controlling interest | 99 | — | (99 | ) | — | — | — | — | |||||||||||||||||||
Net loss attributable to Hi-Crush Partners LP | $ | (81,034 | ) | $ | (3,765 | ) | $ | (113 | ) | $ | 392 | $ | (84,520 | ) | $ | — | $ | (84,520 | ) | ||||||||
Calculation of net loss per limited partner unit: | |||||||||||||||||||||||||||
Limited partners' interest in net loss | $ | (81,313 | ) | $ | (84,799 | ) | |||||||||||||||||||||
Net loss per limited partner unit - basic and diluted (g) | $ | (1.64 | ) | $ | (1.52 | ) | |||||||||||||||||||||
Weighted average number of limited partner units outstanding - basic and diluted (g) | 49,567,268 | 55,945,400 | |||||||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma financial information.
3
HI-CRUSH PARTNERS LP
Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2015
(In thousands, expect unit and per unit amounts)
(Unaudited)
Hi-Crush Partners LP Historical | Hi-Crush Whitehall LLC Historical | Other Assets (h) | Common Control Recast Adjustments | Hi-Crush Partners LP Recast | Pro Forma Adjustments | Hi-Crush Partners LP Pro Forma | |||||||||||||||||||||
Revenues | $ | 339,640 | $ | 33,217 | $ | — | $ | (33,217 | ) | (a) | $ | 339,640 | $ | — | $ | 339,640 | |||||||||||
Cost of goods sold (excluding depreciation, depletion and amortization) | 248,172 | 24,956 | — | (33,503 | ) | (a) | 239,625 | — | 239,625 | ||||||||||||||||||
Depreciation, depletion and amortization | 13,199 | 3,414 | — | — | 16,613 | — | 16,613 | ||||||||||||||||||||
Gross profit | 78,269 | 4,847 | — | 286 | 83,402 | — | 83,402 | ||||||||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||
General and administrative | 24,890 | 2,910 | 11 | — | 27,811 | — | 27,811 | ||||||||||||||||||||
Impairments and other expenses | 25,659 | — | — | — | 25,659 | — | 25,659 | ||||||||||||||||||||
Accretion of asset retirement obligations | 336 | 58 | — | — | 394 | — | 394 | ||||||||||||||||||||
Other operating income | (12,310 | ) | — | — | — | (12,310 | ) | — | (12,310 | ) | |||||||||||||||||
Income (loss) from operations | 39,694 | 1,879 | (11 | ) | 286 | 41,848 | — | 41,848 | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||
Interest expense | (13,903 | ) | (223 | ) | — | — | (14,126 | ) | — | (14,126 | ) | ||||||||||||||||
Net income (loss) | 25,791 | 1,656 | (11 | ) | 286 | 27,722 | — | 27,722 | |||||||||||||||||||
(Income) loss attributable to non-controlling interest | (145 | ) | — | 145 | — | — | — | — | |||||||||||||||||||
Net income (loss) attributable to Hi-Crush Partners LP | $ | 25,646 | $ | 1,656 | $ | 134 | $ | 286 | $ | 27,722 | $ | — | $ | 27,722 | |||||||||||||
Calculation of net income per limited partner unit: | |||||||||||||||||||||||||||
Limited partners' interest in net income | $ | 26,954 | $ | 29,030 | |||||||||||||||||||||||
Net income per limited partner unit - basic (g) | $ | 0.73 | $ | 0.67 | |||||||||||||||||||||||
Net income per limited partner unit - diluted (g) | $ | 0.73 | $ | 0.67 | |||||||||||||||||||||||
Weighted average number of limited partner units outstanding - basic (g) | 36,958,988 | 43,337,120 | |||||||||||||||||||||||||
Weighted average number of limited partner units outstanding - diluted (g) | 37,150,878 | 43,529,010 | |||||||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma financial information.
4
HI-CRUSH PARTNERS LP
Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2014
(In thousands, expect unit and per unit amounts)
(Unaudited)
Hi-Crush Partners LP Historical | Hi-Crush Whitehall LLC Historical | Other Assets (h) | Common Control Recast Adjustments | Hi-Crush Partners LP Recast | Pro Forma Adjustments | Hi-Crush Partners LP Pro Forma | |||||||||||||||||||||
Revenues | $ | 386,547 | $ | 23,705 | $ | — | $ | (23,705 | ) | (a) | $ | 386,547 | $ | — | $ | 386,547 | |||||||||||
Cost of goods sold (excluding depreciation, depletion and amortization) | 215,356 | 9,929 | — | (23,106 | ) | (a) | 202,179 | — | 202,179 | ||||||||||||||||||
Depreciation, depletion and amortization | 10,628 | 1,374 | — | — | 12,002 | — | 12,002 | ||||||||||||||||||||
Gross profit | 160,563 | 12,402 | — | (599 | ) | 172,366 | — | 172,366 | |||||||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||
General and administrative | 26,451 | 1,587 | — | — | 28,038 | — | 28,038 | ||||||||||||||||||||
Impairments and other expenses | — | 11 | — | — | 11 | — | 11 | ||||||||||||||||||||
Accretion of asset retirement obligations | 246 | 19 | — | — | 265 | — | 265 | ||||||||||||||||||||
Income (loss) from operations | 133,866 | 10,785 | — | (599 | ) | 144,052 | — | 144,052 | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||
Interest expense | (9,946 | ) | (165 | ) | — | — | (10,111 | ) | — | (10,111 | ) | ||||||||||||||||
Net income (loss) | 123,920 | 10,620 | — | (599 | ) | 133,941 | — | 133,941 | |||||||||||||||||||
(Income) loss attributable to non-controlling interest | (955 | ) | — | 955 | — | — | — | — | |||||||||||||||||||
Net income (loss) attributable to Hi-Crush Partners LP | $ | 122,965 | $ | 10,620 | $ | 955 | $ | (599 | ) | $ | 133,941 | $ | — | $ | 133,941 | ||||||||||||
Calculation of net income per limited partner unit: | |||||||||||||||||||||||||||
Limited partners' interest in net income | $ | 103,244 | $ | 114,220 | |||||||||||||||||||||||
Net income per limited partner unit - basic (g) | $ | 3.09 | $ | 2.87 | |||||||||||||||||||||||
Net income per limited partner unit - diluted (g) | $ | 3.00 | $ | 2.71 | |||||||||||||||||||||||
Weighted average number of limited partner units outstanding - basic (g) | 33,370,020 | 39,748,152 | |||||||||||||||||||||||||
Weighted average number of limited partner units outstanding - diluted (g) | 35,783,540 | 42,161,672 | |||||||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma financial information.
5
HI-CRUSH PARTNERS LP
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Dollars in thousands, except as otherwise noted)
1. Basis of Pro Forma Presentation
On February 23, 2017, Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, “we”, “us” or “our”) and Hi-Crush Augusta Acquisition Co. LLC, a wholly owned subsidiary of the Partnership (“Acquisition Co.”), entered into an agreement with Hi-Crush Proppants LLC (the “sponsor”) to acquire all of the outstanding membership interests in Hi-Crush Whitehall LLC ("Whitehall"), the entity that owns the sponsor’s Whitehall facility, the remaining 2% equity interest in Hi-Crush Augusta LLC, and all of the outstanding membership interests in PDQ Properties LLC (together the "Other Assets"), for $140,000 in cash and up to $65,000 of contingent earnout consideration over a two-year period (the "Whitehall Contribution").
The pro forma condensed combined financial statements of the Partnership are based on the audited historical consolidated balance sheet and audited historical statement of operations of the Partnership as of and for the year ended December 31, 2016. The pro forma condensed combined financial statements, include pro forma adjustments to give effect to the acquisition as described below as if it occurred on December 31, 2016 and January 1, 2014, respectively.
The Whitehall Contribution will be accounted for as a transaction between entities under common control whereby the acquired assets will be recorded at historical cost. As such, financial information presented in the “Hi-Crush Partners LP Historical” column will be retrospectively revised to give effect to the Whitehall Contribution as if the Partnership owned the acquired interests during the periods leading up to the Whitehall Contribution.
The pro forma condensed combined financial statements give effect to the acquisition as follows:
• | The common control nature of the transaction such that the historical financial statements are recast for presentation purposes; |
• | The addition of Hi-Crush Whitehall LLC and PDQ Properties LLC and consolidation of their assets, liabilities, equity and related operations into the Partnership, and the acquisition of the remaining 2% equity interest in Hi-Crush Augusta LLC. |
• | The presentation of the Whitehall Contribution as if it took place on January 1, 2014; and |
• | The elimination of transactions entered into between the Partnership and the acquired interests. |
The pro forma condensed combined financial statements give effect to the acquisition as follows:
• | The acquisition price of $140,000 of cash consideration and up to $65,000 of contingent earnout consideration. The cash consideration is expected to be financed with net proceeds from a common unit offering. |
No amounts have been included for estimated costs to be incurred to achieve savings or other benefits of the transactions. Similarly, the pro forma condensed combined financial statements do not reflect any cost savings or other benefits that may be obtained through synergies among the operations of the Partnership, Whitehall, and the Other Assets.
On February 23, 2017, the Partnership also entered into a definitive agreement to acquire Permian Basin Sand Company, LLC (“Permian Basin Sand”), which owns a 1,226-acre frac sand reserve consisting of more than 55 million tons of 100 mesh frac sand. The acquisition of Permian Basin Sand also includes certain rights to purchase additional acreage of reserves. Permian Basin Sand is strategically positioned in the heart of the Permian Basin, located within 75 miles of significant Delaware and Midland Basin activity. Under the terms of the agreement, Hi-Crush will acquire Permian Basin Sand for total consideration of $275,000, of which up to $75,000 may be paid in the form of newly issued common units to the seller. The acquisition of Permian Basin Sand constitutes an asset acquisition that has not been consummated and therefore is not included in the accompanying pro forma condensed combined financial statements.
6
HI-CRUSH PARTNERS LP
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Dollars in thousands, except as otherwise noted)
2. Pro Forma Adjustments and Assumptions
The pro forma condensed combined financial statements have been prepared to reflect the acquisition of Whitehall and the Other Assets by the Partnership and the related financings as if it had occurred on December 31, 2016 and January 1, 2014, respectively. Pro forma adjustments included in the pro forma condensed combined financial statements were as follows:
(a) | To eliminate sales transactions by Whitehall to the Partnership during the period, including the impact of any intercompany margin maintained in inventory at period end. The Whitehall facility was completed in September 2014, at which time it commenced operations and made its first sales to the Partnership. |
(b) | Reclassification and elimination of intercompany and affiliate balances between the Partnership and sponsor upon combination. Balances consist of outstanding amounts for management fees and other affiliate activities during the period. |
(c) | To recognize a non-cash capital contribution attributable to accumulated advances from sponsor into capital. |
(d) | To record estimated net proceeds from a public offering common units, which will be used to fund the cash portion of the Whitehall Contribution. |
(e) | To record the cash payment to the sponsor for the Whitehall Contribution and related reduction of partners' capital. |
(f) | To account for contingent consideration payable to the sponsor and the related reduction of partners’ capital. Under the terms of the Contribution Agreement, the Partnership will pay up to $20,000 in cash for each of the fiscal year periods ending December 31, 2017 and 2018 if certain levels of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), as defined by the Partnership, are achieved in each of the aforementioned periods. Additional consideration of $25,000 will be payable if the cumulative two-year Adjusted EBITDA level is met. Achievement of these levels of Adjusted EBITDA will be dependent on the quantity of volumes sold and related prices, forecasted at levels above the current market environment. The Partnership’s ability to meet such thresholds in the future could be affected by events and circumstances beyond its control. If market or other economic conditions deteriorate, the threshold may not be met. If thresholds are not attained during each of the contingency periods, no payment is owed to the sponsor. |
For purposes of preparing the pro forma combined condensed balance sheet, the preliminary fair value of the contingent consideration has been estimated to be $0. As a common control transaction, accounting standards require that the contingent consideration be recorded at fair value at the date of acquisition and adjusted against equity during subsequent reporting dates when any payments are made. The fair value analysis will be completed at the time of closing the Whitehall Contribution, at which time the Partnership will reassess the fair value using a probability based model measuring the likelihood of meeting the Adjusted EBITDA thresholds. The probability that the thresholds would be met is uncertain and therefore management has estimated the preliminary fair value to be $0. Key inputs relative to the valuation include, but are not limited to, volumes sold, pricing, projected financial results of the Partnership, discount rates and timing of the payments, amongst others.
(g) | Earnings per unit assumes 6,378,132 of common units issued in connection with the public offering, which will be used to fund the cash portion of the Whitehall Contribution. Common units to be issued were based on the total cash consideration of $140,000 and the closing unit price on February 22, 2017 of $21.95. |
(h) | This column represents the remaining 2% equity interest in Hi-Crush Augusta LLC and all of the outstanding membership interests in PDQ Properties LLC (together the "Other Assets"). |
3. Pro Forma Net Income Per Limited Partner Unit
Pro forma net income per limited partner unit is determined by dividing the pro forma net income available to the Partnership's unitholders by the number of limited partnership units that would have been outstanding if the acquisition had taken place on January 1, 2014. All of the aforementioned 6,378,132 common units were assumed to have been outstanding during the entire period presented.
7