CrossAmerica Partners Earnings 2019-09-30

CAPL 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

Comparables ($MM TTM)
Ticker	M Cap	Assets	Liab	Rev	G Profit	Net Inc	EBITDA	EV	G Margin	EV/EBITDA	ROA
RRTS	337	843	622	1,524	0	-269	-173	514	0%	-3.0	-32%
AE	142	302	152	1,840	0	3	18	10	0%	0.5	1%
SINO	11	21	5	40	6	-6	-5	8	14%	-1.5	-31%
SUN		5,470	4,691	16,805	639	204	371	2,993	4%	8.1	4%
GEL		6,555	4,197	2,689	0	32	571	2,490	0%	4.4	0%
NGL		6,395	4,303	24,810	768	537	919	2,579	3%	2.8	8%
MMLP		701	738	910	320	-156	-84	594	35%	-7.1	-22%
GLP		2,764	2,278	13,230	703	81	88	-10	5%	-0.1	3%
SRLP		946	822	3,619	189	47	131	-6	5%	-0.0	5%
CAPL		929	825	2,295	167	20	109	532	7%	4.9	2%

10-Q 1 capl-10q_20190930.htm 10-Q capl-10q_20190930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35711

CROSSAMERICA PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware		45-4165414
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

600 Hamilton Street, Suite 500 Allentown, PA		18101 (Zip Code) (610) 625-8000
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 4, 2019, the registrant had outstanding 34,459,936 common units.

TABLE OF CONTENTS

		PAGE

Commonly Used Defined Terms		i
PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018		1
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2019 and 2018		2
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2019 and 2018		3
Consolidated Statements of Equity and Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2019 and 2018		4
Condensed Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures about Market Risk		48
Item 4. Controls and Procedures		48
PART II - OTHER INFORMATION		49
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 6. Exhibits		49
SIGNATURE		50

COMMONLY USED DEFINED TERMS

The following is a list of certain acronyms and terms generally used in the industry and throughout this document:

CrossAmerica Partners LP and subsidiaries:

CrossAmerica Partners LP			CrossAmerica, the Partnership, we, us, our

LGW			Lehigh Gas Wholesale LLC

LGPR			LGP Realty Holdings LP

LGWS			Lehigh Gas Wholesale Services, Inc. and subsidiaries

CrossAmerica Partners LP related parties:

Circle K			Circle K Stores Inc., a Texas corporation, and a wholly owned subsidiary of Couche-Tard

Couche-Tard			Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B)

CST			CST Brands, LLC and subsidiaries, indirectly owned by Circle K.

CST Fuel Supply			CST Fuel Supply LP is the parent of CST Marketing and Supply, indirectly owned by Circle K. Since July 1, 2015, we have owned a 17.5% limited partner interest in CST Fuel Supply.

CST Marketing and Supply			CST Marketing and Supply, LLC, indirectly owned by Circle K. It is CST’s wholesale motor fuel supply business, which provides wholesale fuel distribution to the majority of CST’s legacy U.S. retail convenience stores on a fixed markup per gallon.

CST Services			CST Services, LLC, a wholly owned subsidiary of Circle K

DMI			Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with Joseph V. Topper, Jr., a member of the Board, a related party and large holder of our common units

DMS			Dunne Manning Stores LLC (formerly known as Lehigh Gas-Ohio, LLC), an entity affiliated with the family of Joseph V. Topper, Jr., a member of the Board, a related party and large holder of our common units. DMS is an operator of retail motor fuel stations. DMS leases retail sites from us in accordance with a master lease agreement and DMS purchases substantially all of its motor fuel for these sites from us on a wholesale basis under rack plus pricing. The financial results of DMS are not consolidated with ours.

General Partner			CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by Circle K.

Topstar			Topstar Enterprises, an entity affiliated with Joseph V. Topper, Jr. Topstar is an operator of convenience stores that leases retail sites from us but does not purchase fuel from us.

Recent Acquisitions:

Franchised Holiday Stores			The franchised Holiday stores acquired in March 2016

Jet-Pep Assets			The assets acquired from Jet-Pep, Inc. in November 2017

Other Defined Terms:

Amended Omnibus Agreement			The Amended and Restated Omnibus Agreement, dated October 1, 2014, as amended effective January 1, 2016, February 1, 2018 and April 29, 2019 by and among CrossAmerica, the General Partner, DMI, DMS, CST Services and Joseph V. Topper, Jr., which amends and restates the original omnibus agreement that was executed in connection with CrossAmerica’s IPO on October 30, 2012. The terms of the Amended Omnibus Agreement were approved by the conflicts committee of the Board. Pursuant to the Amended Omnibus Agreement, CST Services agrees, among other things, to provide, or cause to be provided, to the Partnership certain management services.

Applegreen			Applegreen plc or one of its subsidiaries

ASC			Accounting Standards Codification

ASU			Accounting Standards Update

Board			Board of Directors of our General Partner

BP			BP p.l.c.

DTW			Dealer tank wagon contracts, which are variable cent per gallon priced wholesale motor fuel distribution or supply contracts. DTW also refers to the pricing methodology under such contracts

EBITDA			Earnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure

EMV			Payment method based upon a technical standard for smart payment cards, also referred to as chip cards

Exchange Act			Securities Exchange Act of 1934, as amended

ExxonMobil			ExxonMobil Corporation

FASB			Financial Accounting Standards Board

Form 10-K			CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, 2018

FTC			U.S. Federal Trade Commission

Getty Lease			In May 2012, the Predecessor Entity, which represents the portion of the business of DMI and its subsidiaries and affiliates contributed to the Partnership in connection with the IPO, entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation.

IDRs			Incentive Distribution Rights represent the right to receive an increasing percentage of quarterly distributions after the target distribution levels have been achieved, as defined in our Partnership Agreement. Circle K is the indirect owner of 100% of the outstanding IDRs of CrossAmerica.

Internal Revenue Code			Internal Revenue Code of 1986, as amended

IPO			Initial public offering of CrossAmerica Partners LP on October 30, 2012

LIBOR			London Interbank Offered Rate

MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Motiva			Motiva Enterprises LLC

Partnership Agreement			The First Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of October 1, 2014, as amended

Plan			In connection with the IPO, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive Award Plan, a long-term incentive plan for employees, officers, consultants and directors of the General Partner and any of its affiliates who perform services for the Partnership

Predecessor Entity			Wholesale distribution business of DMS and real property and leasehold interests contributed to the Partnership in connection with the IPO

Retail Site			A general term to refer to convenience stores, including those operated by commission agents, independent dealers, Circle K, DMS or lessee dealers, as well as company operated sites

RIN			Renewable identification number, an identifier used by governmental agencies to track a specific batch of renewable fuel

SEC			U.S. Securities and Exchange Commission

Terms Discounts			Discounts for prompt payment and other rebates and incentives from our suppliers for most of the gallons of motor fuel purchased by us, which are recorded within cost of sales. Prompt payment discounts are based on a percentage of the purchase price of motor fuel.

U.S. GAAP			U.S. Generally Accepted Accounting Principles

UST			Underground storage tanks

Valero			Valero Energy Corporation and, where appropriate in context, one or more of its subsidiaries, or all of them taken as a whole

WTI			West Texas Intermediate crude oil

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

	September 30,		December 31,
	2019		2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,385	$	3,191
Accounts receivable, net of allowances of $525 and $607, respectively		21,977		16,160
Accounts receivable from related parties		10,878		9,697
Inventories		5,841		14,083
Assets held for sale		5,831		2,218
Other current assets		6,334		5,513
Total current assets		56,246		50,862
Property and equipment, net		582,560		647,413
Right-of-use assets, net		122,474		—
Intangible assets, net		47,578		59,063
Goodwill		88,764		88,764
Other assets		21,439		20,820
Total assets	$	919,061	$	866,922

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	2,427	$	2,296
Current portion of operating lease obligations		23,615		—
Accounts payable		40,379		32,632
Accounts payable to related parties		34,115		25,045
Accrued expenses and other current liabilities		17,065		17,871
Motor fuel taxes payable		12,479		10,604
Total current liabilities		130,080		88,448
Debt and finance lease obligations, less current portion		520,772		519,276
Operating lease obligations, less current portion		101,551		—
Deferred tax liabilities, net		19,899		19,929
Asset retirement obligations		35,741		32,747
Other long-term liabilities		19,226		95,589
Total liabilities		827,269		755,989

Commitments and contingencies

Equity:
Common units—(34,459,936 and 34,444,113 units issued and outstanding at September 30, 2019 and December 31, 2018, respectively)		91,792		110,933
General Partner’s interest		—		—
Total Partners’ Capital		91,792		110,933
Total liabilities and equity	$	919,061	$	866,922

See Condensed Notes to Consolidated Financial Statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, except unit and per unit amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Operating revenues^(a)	$	559,736		$	670,810		$	1,637,050		$	1,898,675
Costs of sales		518,591			627,012			1,517,458			1,770,954
Gross profit		41,145			43,798			119,592			127,721

Income from CST Fuel Supply equity interests		3,927			3,479			11,087			11,024
Operating expenses:
Operating expenses		12,978			15,261			42,541			47,294
General and administrative expenses		3,937			4,310			12,464			13,840
Depreciation, amortization and accretion expense		14,063			13,993			39,620			51,425
Total operating expenses		30,978			33,564			94,625			112,559
Loss on dispositions and lease terminations, net		(1,745	)		(61	)		(2,173	)		(6,678	)
Operating income		12,349			13,652			33,881			19,508
Other income, net		168			104			352			287
Interest expense		(6,532	)		(8,145	)		(21,105	)		(24,354	)
Income (loss) before income taxes		5,985			5,611			13,128			(4,559	)
Income tax (benefit) expense		(1,180	)		303			(690	)		(2,122	)
Net income (loss)		7,165			5,308			13,818			(2,437	)
Less: net loss attributable to noncontrolling interests		—			—			—			(5	)
Net income (loss) attributable to limited partners		7,165			5,308			13,818			(2,432	)
IDR distributions		(133	)		(133	)		(399	)		(1,446	)
Net income (loss) available to limited partners	$	7,032		$	5,175		$	13,419		$	(3,878	)

Basic and diluted income (loss) per limited partner unit	$	0.20		$	0.15		$	0.39		$	(0.11	)

Weighted-average limited partner units:
Basic common units		34,453,162			34,439,416			34,447,185			34,311,998
Diluted common units^(b)		34,464,027			34,439,416			34,447,723			34,311,998

Supplemental information:
(a) Includes excise taxes of:	$	21,292		$	25,176		$	61,642		$	74,984
(a) Includes revenues from fuel sales to and rental income from related parties of:		80,667			122,383			242,655			350,454
(b) Diluted common units were not used in the calculation of diluted earnings per common unit for the three and nine months ended September 30, 2018 because to do so would have been antidilutive.

See Condensed Notes to Consolidated Financial Statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	13,818		$	(2,437	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense		39,620			51,425
Amortization of deferred financing costs		776			1,227
Amortization of above market leases, net		—			(18	)
Provision for losses on doubtful accounts		259			278
Deferred income taxes		4,099			(3,124	)
Equity-based employee and director compensation expense		547			340
Amended Omnibus Agreement fees settled in common units		—			3,300
Loss on dispositions and lease terminations, net		2,173			6,678
Changes in operating assets and liabilities, net of acquisitions		8,210			(399	)
Net cash provided by operating activities		69,502			57,270

Cash flows from investing activities:
Principal payments received on notes receivable		803			718
Proceeds from sale of assets		1,000			5,043
Proceeds from sale of assets to Circle K		3,148			—
Capital expenditures		(18,398	)		(10,217	)
Cash paid to Circle K in connection with acquisitions		—			(485	)
Net cash used in investing activities		(13,447	)		(4,941	)

Cash flows from financing activities:
Borrowings under the revolving credit facility		68,442			106,720
Repayments on the revolving credit facility		(62,442	)		(96,220	)
Payments of long-term debt and finance lease obligations		(1,708	)		(2,319	)
Payments of sale leaseback obligations		—			(750	)
Payment of deferred financing costs		(3,441	)		(901	)
Distributions paid on distribution equivalent rights		(63	)		(22	)
Distributions paid to holders of the IDRs		(399	)		(1,446	)
Distributions paid to noncontrolling interests		—			(18	)
Distributions paid on common units		(54,250	)		(57,479	)
Net cash used in financing activities		(53,861	)		(52,435	)
Net increase (decrease) in cash and cash equivalents		2,194			(106	)
Cash and cash equivalents at beginning of period		3,191			3,897
Cash and cash equivalents at end of period	$	5,385		$	3,791

See Condensed Notes to Consolidated Financial Statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Thousands of Dollars, except unit amounts)

(Unaudited)

	Limited Partners’ Interest					General		Incentive
	Common Unitholders					Partner’s Interest		Distribution Rights			Noncontrolling Interest			Equity
	Units		Dollars			Dollars		Dollars			Dollars			Dollars
Balance at December 31, 2018		34,444,113	$	110,933		$	—	$	—		$	—		$	110,933
Transition adjustment upon adoption of ASC 842, net of tax		—		28,896			—		—			—			28,896
Net income and comprehensive income		—		79			—		133			—			212
Distributions paid		—		(18,099	)		—		(133	)		—			(18,232	)
Balance at March 31, 2019		34,444,113	$	121,809		$	—	$	—		$	—		$	121,809
Vesting of incentive and director awards, net of units withheld for tax		243		4			—		—			—			4
Asset exchange with Circle K, net of tax		—		(6,357	)		—		—			—			(6,357	)
Net income and comprehensive income		—		6,308			—		133			—			6,441
Distributions paid		—		(18,099	)		—		(133	)		—			(18,232	)
Balance at June 30, 2019		34,444,356	$	103,665		$	—	$	—		$	—		$	103,665
Vesting of incentive and director awards, net of units withheld for tax		15,580		263			—		—			—			263
Asset exchange with Circle K, net of tax		—		(1,053	)		—		—			—			(1,053	)
Net income and comprehensive income		—		7,032			—		133			—			7,165
Distributions paid		—		(18,115	)		—		(133	)		—			(18,248	)
Balance at September 30, 2019		34,459,936	$	91,792		$	—	$	—		$	—		$	91,792

Balance at December 31, 2017		34,111,461	$	171,337		$	—	$	—		$	(318	)	$	171,019
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement		136,882		3,218			—		—			—			3,218
Net (loss) income and comprehensive (loss) income		—		(1,985	)		—		1,180			(2	)		(807	)
Distributions paid		—		(21,415	)		—		(1,180	)		(18	)		(22,613	)
Balance at March 31, 2018		34,248,343	$	151,155		$	—	$	—		$	(338	)	$	150,817
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement		155,236		3,300			—		—			—			3,300
Vesting of incentive and director awards, net of units withheld for tax		29,995		642			—		—			—			642
Acquisition of leasehold interest in three sites from Circle K		—		(56	)		—		—			—			(56	)
Net (loss) income and comprehensive (loss) income		—		(7,068	)		—		133			(3	)		(6,938	)
Distributions paid		—		(18,002	)		—		(133	)		—			(18,135	)
Balance at June 30, 2018		34,433,574	$	129,971		$	—	$	—		$	(341	)	$	129,630
Vesting of incentive and director awards, net of units withheld for tax		10,539		(150	)		—		—			341			191
Net (loss) income and comprehensive (loss) income		—		5,175			—		133			—			5,308
Distributions paid		—		(18,084	)		—		(133	)		—			(18,217	)
Balance at September 30, 2018		34,444,113	$	116,912		$	—	$	—		$	—		$	116,912

See Condensed Notes to Consolidated Financial Statements.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Description of Business

Our business consists of:

•

the wholesale distribution of motor fuels;

•

the retail distribution of motor fuels to end customers at retail sites operated by commission agents or, through September 2019, us;

•

the owning or leasing of retail sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the retail sites; and

•

through September 2019, t

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$0.00	-0	$-0

10-Q	2019-11-08	Quarter: 2019-09-30
10-Q	2019-08-06	Quarter: 2019-06-30
10-Q	2019-05-07	Quarter: 2019-03-31
10-K	2019-02-26	Annual: 2018-12-31
10-Q	2018-11-07	Quarter: 2018-09-30
10-Q	2018-08-07	Quarter: 2018-06-30
10-Q	2018-05-08	Quarter: 2018-03-31
10-K	2018-02-27	Annual: 2017-12-31
10-Q	2017-11-08	Quarter: 2017-09-30
10-Q	2017-08-08	Quarter: 2017-06-30
10-Q	2017-05-09	Quarter: 2017-03-31
10-K	2017-02-28	Annual: 2016-12-31
10-Q	2016-11-08	Quarter: 2016-09-30
10-Q	2016-08-05	Quarter: 2016-06-30
10-Q	2016-05-06	Quarter: 2016-03-31
10-K	2016-02-19	Annual: 2015-12-31
10-Q	2015-11-06	Quarter: 2015-09-30
10-Q	2015-08-07	Quarter: 2015-06-30
10-Q	2015-05-08	Quarter: 2015-03-31
10-K	2015-02-27	Annual: 2014-12-31
10-Q	2014-11-07	Quarter: 2014-09-30
10-Q	2014-08-11	Quarter: 2014-06-30
10-Q	2014-05-08	Quarter: 2014-03-31
10-K	2014-03-10	Annual: 2013-12-31
10-Q	2013-11-12	Quarter: 2013-09-30
10-Q	2013-08-09	Quarter: 2013-06-30
10-Q	2013-05-14	Quarter: 2013-03-31
10-K	2013-03-28	Annual: 2012-12-31
10-Q	2012-12-10	Quarter: 2012-09-30

8-K	2020-01-15	Enter Agreement, Sale of Shares, Regulation FD, Exhibits
8-K	2020-01-15	Enter Agreement, Exhibits
8-K	2019-12-06	Officers
8-K	2019-11-19	Enter Agreement, Leave Agreement, Off-BS Arrangement, Control, Officers, Exhibits
8-K	2019-11-07	Earnings, Exhibits
8-K	2019-10-29	Enter Agreement, Exhibits
8-K	2019-10-24	Regulation FD, Exhibits
8-K	2019-09-05	M&A, Regulation FD, Exhibits
8-K	2019-08-05	Earnings, Exhibits
8-K	2019-07-18	Regulation FD, Exhibits
8-K	2019-05-21	Enter Agreement, M&A, Regulation FD, Exhibits
8-K	2019-05-06	Earnings, Exhibits
8-K	2019-04-25	Regulation FD, Exhibits
8-K	2019-04-01	Enter Agreement, Leave Agreement, Off-BS Arrangement, Regulation FD, Exhibits
8-K	2019-02-25	Earnings, Exhibits
8-K	2019-01-29	Regulation FD, Exhibits
8-K	2018-12-17	Enter Agreement, Regulation FD, Exhibits
8-K	2018-11-06	Earnings, Exhibits
8-K	2018-10-24	Regulation FD, Exhibits
8-K	2018-08-06	Earnings, Exhibits
8-K	2018-07-13	Regulation FD, Exhibits
8-K	2018-07-09	Officers
8-K	2018-05-07	Earnings, Regulation FD, Exhibits
8-K	2018-04-25	Enter Agreement, Exhibits
8-K	2018-02-26	Earnings, Exhibits
8-K	2018-02-23	Officers, Regulation FD, Exhibits
8-K	2018-01-24	Officers, Amend Bylaw, Regulation FD, Exhibits

EX-31.1	capl-ex311_7.htm
EX-31.2	capl-ex312_9.htm
EX-32.1	capl-ex321_8.htm
EX-32.2	capl-ex322_6.htm