Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Pioneer PE Holding LLC | d268232dex991.htm |
| 8-K - 8-K - Pioneer PE Holding LLC | d268232d8k.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
PARSLEY ENERGY, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED AND COMBINED BALANCE SHEET AS OF MARCH 31, 2017
| PE Historical | Double Eagle Acquisition |
Pro forma adjustments |
PE Pro forma | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| ASSETS |
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| CURRENT ASSETS |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 1,916,514 | $ | 4,220 | $ | (1,396,521 | ) | (a | ) | $ | 524,213 | |||||||||
| Restricted cash |
3,529 | — | — | 3,529 | ||||||||||||||||
| Accounts receivable: |
||||||||||||||||||||
| Joint interest owners and other |
8,257 | 10,037 | 7,023 | (a | ) | 25,317 | ||||||||||||||
| Oil, natural gas and NGLs |
70,640 | 14,022 | (14,022 | ) | (a | ) | 70,640 | |||||||||||||
| Related parties |
187 | — | — | 187 | ||||||||||||||||
| Short-term derivative instruments, net |
67,036 | — | 3,882 | (a | ) | 70,918 | ||||||||||||||
| Other current assets |
143,013 | 228 | (228 | ) | (a | ) | 143,013 | |||||||||||||
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| Total current assets |
2,209,176 | 28,507 | (1,399,866 | ) | 837,817 | |||||||||||||||
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| PROPERTY, PLANT AND EQUIPMENT |
||||||||||||||||||||
| Oil and natural gas properties, successful efforts method |
4,844,671 | 997,614 | 1,602,993 | (a | ) | 7,445,278 | ||||||||||||||
| Accumulated depreciation, depletion and impairment |
(573,099 | ) | (21,857 | ) | 21,857 | (a | ) | (573,099 | ) | |||||||||||
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| Total oil and natural gas properties, net |
4,271,572 | 975,757 | 1,624,850 | 6,872,179 | ||||||||||||||||
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| Other property, plant and equipment, net |
68,553 | 425 | (425 | ) | 68,553 | |||||||||||||||
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| Total property, plant and equipment, net |
4,340,125 | 976,182 | 1,624,425 | 6,940,732 | ||||||||||||||||
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| NONCURRENT ASSETS |
||||||||||||||||||||
| Long-term derivative instruments, net |
107,802 | — | 88 | (a | ) | 107,890 | ||||||||||||||
| Deferred tax asset |
— | — | 1,918 | (a | ) | 1,918 | ||||||||||||||
| Other noncurrent assets |
7,026 | 3,850 | (3,850 | ) | (a | ) | 7,026 | |||||||||||||
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| Total noncurrent assets |
114,828 | 3,850 | (1,844 | ) | 116,834 | |||||||||||||||
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| TOTAL ASSETS |
$ | 6,664,129 | $ | 1,008,539 | $ | 222,715 | $ | 7,895,383 | ||||||||||||
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| LIABILITIES AND EQUITY |
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| CURRENT LIABILITIES |
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| Accounts payable and accrued expenses |
$ | 207,456 | $ | 25,321 | $ | 14,034 | (a | ) | $ | 246,811 | ||||||||||
| Revenue and severance taxes payable |
78,815 | — | — | 78,815 | ||||||||||||||||
| Current portion of long-term debt |
2,638 | — | — | 2,638 | ||||||||||||||||
| Short-term derivative instruments |
52,434 | 1,264 | (1,264 | ) | (a | ) | 52,434 | |||||||||||||
| Current portion of asset retirement obligations |
3,225 | — | — | 3,225 | ||||||||||||||||
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| Total current liabilities |
344,568 | 26,585 | 12,770 | 383,923 | ||||||||||||||||
| NONCURRENT LIABILITIES |
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| Long-term debt |
1,490,022 | 50,000 | (50,000 | ) | (a | ) | 1,490,022 | |||||||||||||
| Asset retirement obligations |
11,695 | 5,797 | (5,797 | ) | (a | ) | 11,695 | |||||||||||||
| Deferred tax liability |
36,975 | 2,689 | (39,664 | ) | (a | ) | — | |||||||||||||
| Payable pursuant to tax receivable agreement |
114,876 | — | — | 114,876 | ||||||||||||||||
| Long-term derivative instruments |
82,905 | 3,371 | (3,371 | ) | (a | ) | 82,905 | |||||||||||||
| Other noncurrent liabilities |
— | 185 | (185 | ) | (a | ) | — | |||||||||||||
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| Total noncurrent liabilities |
1,736,473 | 62,042 | (99,017 | ) | 1,699,498 | |||||||||||||||
| COMMITMENTS AND CONTINGENCIES |
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| Members’ equity |
— | 919,912 | (919,912 | ) | (a | ) | — | |||||||||||||
| STOCKHOLDERS’ EQUITY |
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| Preferred stock |
— | — | — | — | ||||||||||||||||
| Common stock: |
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| Class A Common Stock |
2,466 | — | — | 2,466 | ||||||||||||||||
| Class B Common Stock |
280 | — | 399 | (b | ) | 679 | ||||||||||||||
| Additional paid in capital |
4,129,924 | — | 450,368 | (a | ) | 4,580,292 | ||||||||||||||
| Accumulated deficit |
(33,813 | ) | — | — | (33,813 | ) | ||||||||||||||
| Treasury stock |
(493 | ) | — | — | (493 | ) | ||||||||||||||
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| Total stockholders’ equity |
4,098,364 | — | 450,767 | 4,549,131 | ||||||||||||||||
| Noncontrolling interest |
484,724 | 778,107 | (a | ) | 1,262,831 | |||||||||||||||
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| Total equity |
4,583,088 | 919,912 | 308,962 | 5,811,962 | ||||||||||||||||
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| TOTAL LIABILITIES AND EQUITY |
$ | 6,664,129 | $ | 1,008,539 | $ | 222,715 | $ | 7,895,383 | ||||||||||||
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1
PARSLEY ENERGY, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
| PE Historical | Double Eagle Acquisition |
Pro forma adjustments |
PE Pro forma | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
| REVENUES |
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| Oil sales |
$ | 169,745 | $ | 11,412 | $ | — | $ | 181,157 | ||||||||||
| Natural gas sales |
12,467 | 1,434 | — | 13,901 | ||||||||||||||
| Natural gas liquids sales |
17,413 | 1,316 | — | 18,729 | ||||||||||||||
| Other |
1,233 | 59 | — | 1,292 | ||||||||||||||
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| Total revenues |
200,858 | 14,221 | — | 215,079 | ||||||||||||||
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| OPERATING EXPENSES |
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| Lease operating expenses |
17,627 | 2,138 | — | 19,765 | ||||||||||||||
| Production and ad valorem taxes |
11,162 | 820 | — | 11,982 | ||||||||||||||
| Depreciation, depletion and amortization |
68,970 | 4,324 | 2,893 | (c) | 76,187 | |||||||||||||
| General and administrative expenses |
24,042 | 9,627 | — | 33,669 | ||||||||||||||
| Exploration costs |
2,763 | 615 | — | 3,378 | ||||||||||||||
| Impairment |
1,344 | — | — | 1,344 | ||||||||||||||
| Accretion of asset retirement obligations |
136 | 56 | (12 | ) | 180 | |||||||||||||
| Other operating expenses |
2,283 | 526 | — | 2,809 | ||||||||||||||
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| Total operating expenses |
128,327 | 18,106 | 2,881 | 149,314 | ||||||||||||||
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| OPERATING INCOME (LOSS) |
72,531 | (3,885 | ) | (2,881 | ) | 65,765 | ||||||||||||
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| OTHER (EXPENSE) INCOME |
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| Interest expense, net |
(16,965 | ) | (363 | ) | (2,873 | ) | (d) | (20,201 | ) | |||||||||
| Gain on sale of property |
— | 3 | (3 | ) | — | |||||||||||||
| Prepayment premium on extinguishment of debt |
(3,891 | ) | — | — | (3,891 | ) | ||||||||||||
| Gain (loss) on derivatives |
24,616 | (66 | ) | — | 24,550 | |||||||||||||
| Change in TRA liability |
(20,549 | ) | — | — | (20,549 | ) | ||||||||||||
| Other income |
950 | — | — | 950 | ||||||||||||||
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| Total other (expense) income |
(15,839 | ) | (426 | ) | (2,876 | ) | (19,141 | ) | ||||||||||
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| INCOME (LOSS) BEFORE INCOME TAXES |
56,692 | (4,311 | ) | (5,757 | ) | 46,624 | ||||||||||||
| INCOME TAX (EXPENSE) BENEFIT |
(18,402 | ) | (124 | ) | 4,263 | (e) | (14,263 | ) | ||||||||||
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| NET INCOME (LOSS) |
38,290 | (4,435 | ) | (1,494 | ) | 32,361 | ||||||||||||
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| LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
(8,848 | ) | — | (7,218 | ) | (g) | (16,066 | ) | ||||||||||
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| NET INCOME (LOSS) ATTRIBUTABLE TO PARSLEY ENERGY, INC. STOCKHOLDERS |
$ | 29,442 | $ | (4,435 | ) | $ | (8,712 | ) | $ | 16,295 | ||||||||
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| Net loss per common share: |
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| Basic |
$ | 0.13 | (f) | $ | 0.07 | |||||||||||||
| Diluted |
$ | 0.13 | (f) | $ | 0.07 | |||||||||||||
| Weighted average common shares outstanding: |
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| Basic |
220,674 | (f) | 244,776 | |||||||||||||||
| Diluted |
221,697 | (f) | 245,799 | |||||||||||||||
2
PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Introduction
Parsley Energy, Inc. (either individually or together with its subsidiaries, as the context requires, “PE” or the “Company”) was formed in December 2013, succeeding its predecessor, which began operations in August 2008 when it acquired operator rights to wells producing from the Spraberry Trend in the Midland Basin. The Company is the managing member of Parsley Energy, LLC (“Parsley LLC”) and is responsible for all operational, management and administrative decisions of Parsley LLC, and the Company consolidates the financial results of Parsley LLC and its subsidiaries.
The Company is an independent oil and natural gas company focused on the acquisition and development of unconventional oil and natural gas reserves in the Permian Basin. The unaudited pro forma consolidated and combined financial statements of the Company, and the following notes to the unaudited pro forma consolidated and combined financial statements of the Company, reflect the consolidated historical results of the Company and the assets acquired in the Double Eagle Acquisition (as defined below), on a pro forma basis to give effect to (i) the Double Eagle Acquisition as if it had occurred on March 31, 2017 for pro forma balance sheet purposes, and (ii) the Double Eagle Acquisition, the Equity Offering (as defined below) and the 2025 Notes Offering (as defined below), as if they had occurred on January 1, 2017, for pro forma statements of operations purposes.
The Double Eagle Acquisition. On February 7, 2017, the Company entered into a contribution agreement (the “Contribution Agreement”) by and among the Parsley LLC, the Company, Double Eagle Energy Permian Operating LLC, Double Eagle Energy Permian LLC and Double Eagle Energy Permian Member LLC (collectively, “Double Eagle”), which provided for the contribution by Double Eagle of all of its interests in Double Eagle Lone Star LLC, DE Operating LLC, and Veritas Energy Partners, LLC (the “Double Eagle Acquisition”), as well as certain related transactions with an affiliate of Double Eagle. The Double Eagle Acquisition closed on April 20, 2017 for an aggregate purchase price to Double Eagle of (i) approximately $1.4 billion in cash, which was funded by the Equity Offering (as defined below) and the 2025 Notes Offering (as defined below), and (ii) approximately 39.8 million units of Parsley LLC (“PE Units”) and a corresponding approximately 39.8 million shares of the Company’s Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), the issuance of which was made in reliance upon an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Equity Offering. For purposes of the unaudited pro forma consolidated and combined financial statements, the “Equity Offering” is defined as the February 2017 issuance and sale to the public of 41.4 million shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which resulted in gross proceeds to the Company of approximately $1,283.4 million and net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, of approximately $1,260.5 million. The Equity Offering was used to partially fund the cash portion of the purchase price for the Double Eagle Acquisition.
2025 Notes Offering. For purposes of the unaudited pro forma consolidated and combined financial statements the “2025 Notes Offering” is defined as the February 2017 issuance of $450.0 million aggregate principal amount of 5.250% senior unsecured notes due 2025 (the “2025 Notes”) in an offering that was exempt from registration under the Securities Act. The 2025 Notes Offering was used to partially fund the cash portion of the purchase price for the Double Eagle Acquisition.
Basis of Presentation. The unaudited pro forma consolidated and combined statement of operations of the Company for the three months ended March 31, 2017 is based on the unaudited historical condensed consolidated statement of operations of the Company for the three months ended March 31, 2017, adjusted to give effect to the Double Eagle Acquisition, the Equity Offering and the 2025 Notes Offering as if each had occurred on January 1, 2017.
The unaudited pro forma consolidated and combined balance sheet of the Company as of March 31, 2017 is based on the unaudited historical condensed consolidated balance sheet of the Company as of March 31, 2017, adjusted to give effect to the Double Eagle Acquisition as if it had occurred on March 31, 2017. The effects of the Equity Offering and the 2025 Notes Offering are included in the Company’s condensed consolidated balance sheet as of March 31, 2017. The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions that the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above because they necessarily exclude various operating expenses, such
3
as incremental general and administrative expenses that may be necessary to run the Company following the Double Eagle Acquisition. The adjustments are based on currently available information and certain estimates and assumptions. Management believes that the assumptions provide a reasonable basis for presenting the significant effects of the described transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated and combined financial statements.
The unaudited pro forma consolidated and combined financial statements and related notes are presented for illustrative purposes only. If the Double Eagle Acquisition, the Equity Offering and/or the 2025 Notes Offering had occurred on different dates, the Company’s operating results might have been materially different from those presented in the unaudited pro forma consolidated and combined financial statements. The unaudited pro forma consolidated and combined financial statements should not be relied upon as an indication of operating results that the Company would have achieved if the transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma consolidated and combined statement of operations and should not be relied on as an indication of the future results the Company will have after the completion of the transactions noted in these unaudited pro forma consolidated and combined financial statements.
The following notes discuss the columns presented and the entries made to the unaudited pro forma consolidated and combined financial statements.
PE Historical. This column represents the unaudited historical condensed consolidated statement of operations and condensed consolidated balance sheet for the Company as of and for the applicable period.
Double Eagle Acquisition. This column represents the unaudited consolidated historical statement of operations and consolidated balance sheet for the assets acquired in the Double Eagle Acquisition as of and for the applicable period.
Note 1. Purchase Price Allocation
The Double Eagle Acquisition was accounted for using the acquisition method under ASC Topic 805, “Business Combinations,” which requires the acquired assets and liabilities to be recorded at fair values as of the respective acquisition dates. The fair values of the assets acquired and liabilities assumed are based on a detailed analysis, using industry accepted methods of estimating the current fair value as described below.
As described above, on April 20, 2017, the Company and Parsley LLC completed the Double Eagle Acquisition for an aggregate purchase of approximately (i) $1.4 billion in cash and (ii) 39.8 million units of PE Units and a corresponding 39.8 million shares of the Company’s Class B Common Stock. The aggregate consideration transferred was $2,578.1 million, subject to post-closing adjustments, which consisted of a combination of cash and PE Units (together with a corresponding number of shares of Class B Common Stock). Of the aggregate consideration transferred, approximately $172.3 million in cash and approximately 4.9 million PE Units (and a corresponding approximately 4.9 million shares of Class B Common Stock) were deposited in an indemnity holdback escrow account.
4
The Company is in the process of identifying and determining the fair values of the assets acquired and liabilities assumed, and as a result, the estimates for fair value are subject to change. The Company anticipates certain changes, including, but not limited to, adjustments to working capital that are expected to be finalized prior to the measurement period’s expiration. The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed as a result of the Double Eagle Acquisition (in thousands):
| Preliminary Purchase Price Allocation |
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| (In thousands) | ||||
| Fair value of assets acquired: |
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| Cash |
$ | 2,469 | ||
| Accounts receivable |
17,060 | |||
| Derivatives |
3,970 | |||
| Proved oil and natural gas properties |
353,000 | |||
| Unproved oil and natural gas properties |
2,247,607 | |||
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| Total assets acquired |
$ | 2,624,106 | ||
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| Fair value of liabilities assumed: |
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| Accounts payable |
$ | 39,355 | ||
| Deferred tax liabilies, net |
6,618 | |||
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| Total liabilities acquired |
$ | 45,973 | ||
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| Estimated fair value of net assets acquired |
$ | 2,578,133 | ||
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| Purchase price of the Double Eagle Acquisition |
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| Cash consideration paid |
$ | 1,394,632 | ||
| Fair value of Class B Common Stock(a) |
1,183,501 | |||
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| Total purchase price |
$ | 2,578,133 | ||
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| (a) | Based on 39.8 million PE Units (together with an equal number of shares of Class B Common stock) at a price of $29.70 per PE Unit (and corresponding share of Class B Common Stock), which was the closing price per share of Class A Common Stock (into which PE Units, together with an equal number of shares of Class B Common Stock, may be exchanged) on April 20, 2017, the closing date of the Double Eagle Acquisition. |
Note 2. Pro Forma Adjustments
The Company made the following adjustments in the preparation of the unaudited pro forma consolidated and combined financial statements.
| (a) | Adjustments to reflect the assets and liabilities acquired in the Double Eagle Acquisition. |
| • | To reflect the increase in oil and natural gas properties of $1.6 billion related to the Double Eagle Acquisition up to the total amount noted in the purchase price allocations described in Note 1. |
| • | To reflect the increase in additional paid in capital of $450.4 million and the increase in noncontrolling interest of $778.1 million as a result of the issuance of PE Units (and a corresponding number of shares of Class B Common Stock) resulting in a decrease in the Company’s ownership of Parsley LLC. Because the decrease in the Company’s ownership interest in Parsley LLC did not result in a change of control, the transaction is accounted for as an equity transaction under Accounting Standards Codification Topic 810—Consolidation, which requires that any differences between the amount by which the carrying value of the Company’s basis in Parsley LLC is adjusted and the fair value of consideration received are derecognized directly in equity and attributed to the noncontrolling interest. The Company’s ownership of Parsley LLC will have decreased from 89.8% to 78.4% as of March 31, 2017. |
| • | To reflect the following decrease in cash and cash equivalents of $1.4 billion: |
| • | $1.4 billion paid to the holders of interests in Double Eagle. |
| • | $2.5 million of cash and cash equivalents received from the Double Eagle Acquisition. |
5
| • | The elimination of $4.2 million of cash retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the following change in receivables for joint interest owner billings and other: |
| • | The elimination of $10.0 million of receivables for joint interest owner billings and other owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | The $17.0 million of receivables for joint interest owner billings and other received from the Double Eagle Acquisition. |
| • | To reflect the elimination of $14.0 million of receivables for oil, natural gas and NGLs sales owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the elimination of $0.2 million of other current assets owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the elimination of $3.9 million of other noncurrent assets owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the elimination of $21.9 million of historical accumulated depreciation, depletion, amortization and impairment. |
| • | To reflect the elimination of $25.3 million of accounts payable and accrued expenses owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition and to reflect the $39.3 million of accounts payable and accrued expenses received from the Double Eagle Acquisitions |
| • | To reflect the elimination of $50.0 million of long-term debt owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the elimination of $5.8 million of historical asset retirement obligations as the assets acquired from the Double Eagle Acquisition are recorded at fair value. |
| • | To reflect the following changes in derivative assets and liabilities: |
| • | The elimination of a liability of $1.3 million of short-term derivative instruments and a liability of $3.4 million of long term derivative instruments. |
| • | The addition of an asset of $3.9 million of short-term derivative instruments and an asset of $0.1 million of long-term derivative instruments received from the Double Eagle Acquisition. |
| • | To reflect the following changes in deferred tax assets and liabilities: |
| • | The elimination of $2.7 million of deferred tax liabilities that were not transferred to the Company following the Double Eagle Acquisition. |
| • | The $37.0 million decrease in deferred tax liabilities and $1.9 million increase in deferred tax assets as a result of remeasurement of taxable basis and the increase in noncontrolling interest percentage. |
| • | To reflect the elimination of $0.2 million of other noncurrent liabilities owned by Double Eagle and retained by Double Eagle following the Double Eagle Acquisition. |
| • | To reflect the elimination of $919.9 million of historical members’ equity of Double Eagle. |
6
| (b) | Adjustment to reflect the increase in Class B Common Stock of $0.4 million from the issuance of Class B Common Stock. |
| (c) | Adjustments to historical depreciation, depletion, and amortization (“DD&A”) of the assets acquired in the Double Eagle Acquisition for the step up of oil and natural gas properties to estimated fair value. The initial allocation of value was approximately $2.2 billion to unproved property and $0.4 billion to proved property. |
| • | To reflect an increase in DD&A of $2.9 million in the pro forma consolidated and combined statement of operations for the three months ended March 31, 2017. |
| • | This amount includes the elimination of $4.3 million of historical DD&A and is offset by additional DD&A expense of $7.2 million for the three months ended March 31, 2017. |
| (d) | Adjustments to reflect the increase in interest expense on the $450.0 million aggregate principal amount of the 2025 Notes, which have an interest rate of 5.250%. |
| • | To reflect additional interest expense of $2.9 million for the three months ended March 31, 2017. |
| • | This amount includes the elimination of $0.4 million of historical interest expense and is offset by additional interest expense of $3.3 million for the three months ended March 31, 2017. |
| (e) | Adjustments to reflect the estimated incremental income tax provision associated with the Company’s historical results of operations, the results of operations associated with the assets acquired pursuant to the Double Eagle Acquisition, and pro forma adjustments, assuming these earnings had been subject to federal income tax as a subchapter C corporation using a statutory tax rate of approximately 32.5%, which is inclusive of federal and state income taxes. |
| • | To reflect additional income tax benefit of $4.3 million for the three months ended March 31, 2017. |
| (f) | Basic and diluted earnings per share is based on the sale of 41.4 million shares of the Class A Common Stock in the Equity Offering and then the issuance of 39.8 million shares of the Class B Common Stock as a portion of the aggregate purchase price in the Double Eagle Acquisition. For the three months ended March 31, 2017, Class B Common Stock was not recognized in dilutive earnings per share calculations as the effect would have been antidilutive. |
| (g) | Adjustments to reflect the estimated incremental increase in loss attributable to noncontrolling interest holders associated with the Company’s historical results of operations, the results of operations associated with the Double Eagle Acquisition, and pro forma adjustments, assuming these earnings had been subject to the 11.4% increase in noncontrolling interest ownership. |
| • | To reflect additional loss attributable to noncontrolling interest owners of $7.2 million for the three months ended March 31, 2017. |
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