Condensed Consolidating Financial Information | 3 Months Ended |
Dec. 31, 2014 |
Condensed Consolidating Financial Information | |
Condensed Consolidating Financial Information | |
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13.Condensed Consolidating Financial Information |
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Headwaters’ 7-5/8% senior secured notes and 7¼% senior notes are jointly and severally, fully and unconditionally guaranteed by Headwaters Incorporated and by all of Headwaters’ 100%-owned domestic subsidiaries. Separate stand-alone financial statements and disclosures for Headwaters Incorporated and each of the guarantor subsidiaries are not presented because the guarantees are full and unconditional and the guarantor subsidiaries have joint and several liability. |
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There are no significant restrictions on the ability of Headwaters Incorporated to obtain funds from the guarantor subsidiaries nor on the ability of the guarantor subsidiaries to obtain funds from Headwaters Incorporated or other guarantor subsidiaries. Non-guaranteeing entities include subsidiaries that are not 100% owned, foreign subsidiaries and joint ventures in which Headwaters has a non-controlling ownership interest. |
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CONDENSED CONSOLIDATING BALANCE SHEET — September 30, 2014 |
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| | Guarantor | | Non- | | Parent | | Eliminations | | Headwaters | |
guarantor | and |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Reclassifications | | Consolidated | |
| | | | | | | | | | | |
ASSETS | | | | | | | | | | | |
| | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 33,552 | | $ | 5,764 | | $ | 113,226 | | $ | — | | $ | 152,542 | |
Trade receivables, net | | 113,940 | | 5,390 | | | | | | 119,330 | |
Inventories | | 48,482 | | 2,151 | | | | | | 50,633 | |
Deferred income taxes | | 15,509 | | 289 | | 18,427 | | (23,149 | ) | 11,076 | |
Other | | 9,286 | | 168 | | 1,082 | | | | 10,536 | |
Total current assets | | 220,769 | | 13,762 | | 132,735 | | (23,149 | ) | 344,117 | |
| | | | | | | | | | | |
Property, plant and equipment, net | | 162,458 | | 11,674 | | 7,979 | | — | | 182,111 | |
| | | | | | | | | | | |
Other assets: | | | | | | | | | | | |
Goodwill | | 145,068 | | 30,518 | | | | | | 175,586 | |
Intangible assets, net | | 131,150 | | 28,713 | | | | | | 159,863 | |
Investments in subsidiaries | | | | | | 406,327 | | (406,327 | ) | — | |
Intercompany accounts and notes | | | | | | 637,046 | | (637,046 | ) | — | |
Deferred income taxes | | 41,658 | | | | 22,928 | | (64,586 | ) | — | |
Other | | 14,388 | | 1,381 | | 25,981 | | | | 41,750 | |
Total other assets | | 332,264 | | 60,612 | | 1,092,282 | | (1,107,959 | ) | 377,199 | |
| | | | | | | | | | | |
Total assets | | $ | 715,491 | | $ | 86,048 | | $ | 1,232,996 | | $ | (1,131,108 | ) | $ | 903,427 | |
| | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
| | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 25,643 | | $ | 956 | | $ | 427 | | $ | — | | $ | 27,026 | |
Accrued personnel costs | | 13,483 | | 418 | | 35,001 | | | | 48,902 | |
Accrued interest | | | | | | 18,273 | | | | 18,273 | |
Current income taxes | | 23,198 | | 319 | | | | (23,149 | ) | 368 | |
Other accrued liabilities | | 36,811 | | 3,006 | | 1,940 | | | | 41,757 | |
Total current liabilities | | 99,135 | | 4,699 | | 55,641 | | (23,149 | ) | 136,326 | |
| | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | |
Long-term debt | | | | | | 599,579 | | | | 599,579 | |
Income taxes | | 65,133 | | 893 | | 21,802 | | (64,586 | ) | 23,242 | |
Intercompany accounts and notes | | 191,274 | | 4,061 | | 441,711 | | (637,046 | ) | — | |
Other | | 16,167 | | 774 | | 11,645 | | | | 28,586 | |
Total long-term liabilities | | 272,574 | | 5,728 | | 1,074,737 | | (701,632 | ) | 651,407 | |
Total liabilities | | 371,709 | | 10,427 | | 1,130,378 | | (724,781 | ) | 787,733 | |
| | | | | | | | | | | |
Redeemable non-controlling interest in consolidated subsidiary | | | | 13,252 | | | | | | 13,252 | |
| | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | |
Common stock | | | | | | 74 | | | | 74 | |
Capital in excess of par value | | 458,498 | | 60,453 | | 723,824 | | (519,127 | ) | 723,648 | |
Retained earnings (accumulated deficit) | | (114,716 | ) | 1,916 | | (620,688 | ) | 112,800 | | (620,688 | ) |
Treasury stock | | | | | | (592 | ) | | | (592 | ) |
Total stockholders’ equity | | 343,782 | | 62,369 | | 102,618 | | (406,327 | ) | 102,442 | |
| | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 715,491 | | $ | 86,048 | | $ | 1,232,996 | | $ | (1,131,108 | ) | $ | 903,427 | |
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CONDENSED CONSOLIDATING BALANCE SHEET — December 31, 2014 |
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| | Guarantor | | Non- | | Parent | | Eliminations | | Headwaters | |
guarantor | and |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Reclassifications | | Consolidated | |
| | | | | | | | | | | |
ASSETS | | | | | | | | | | | |
| | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 42,862 | | $ | 4,752 | | $ | 104,164 | | $ | — | | $ | 151,778 | |
Trade receivables, net | | 80,686 | | 5,294 | | | | | | 85,980 | |
Inventories | | 54,276 | | 2,283 | | | | | | 56,559 | |
Current and deferred income taxes | | 15,510 | | 289 | | 20,536 | | (24,326 | ) | 12,009 | |
Other | | 8,419 | | 177 | | 2,077 | | | | 10,673 | |
Total current assets | | 201,753 | | 12,795 | | 126,777 | | (24,326 | ) | 316,999 | |
| | | | | | | | | | | |
Property, plant and equipment, net | | 162,324 | | 10,602 | | 9,069 | | — | | 181,995 | |
| | | | | | | | | | | |
Other assets: | | | | | | | | | | | |
Goodwill | | 145,027 | | 30,518 | | | | | | 175,545 | |
Intangible assets, net | | 128,731 | | 28,344 | | | | | | 157,075 | |
Investments in subsidiaries | | | | | | 477,061 | | (477,061 | ) | — | |
Intercompany accounts and notes | | | | | | 637,046 | | (637,046 | ) | — | |
Deferred income taxes | | 41,658 | | | | 22,928 | | (64,586 | ) | — | |
Other | | 13,603 | | 1,359 | | 27,732 | | | | 42,694 | |
Total other assets | | 329,019 | | 60,221 | | 1,164,767 | | (1,178,693 | ) | 375,314 | |
| | | | | | | | | | | |
Total assets | | $ | 693,096 | | $ | 83,618 | | $ | 1,300,613 | | $ | (1,203,019 | ) | $ | 874,308 | |
| | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
| | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 14,746 | | $ | 838 | | $ | 198 | | $ | — | | $ | 15,782 | |
Accrued personnel costs | | 7,645 | | 403 | | 20,413 | | | | 28,461 | |
Accrued interest | | | | | | 14,456 | | | | 14,456 | |
Current income taxes | | 23,907 | | 419 | | | | (24,326 | ) | — | |
Other accrued liabilities | | 32,975 | | 2,716 | | 1,790 | | | | 37,481 | |
Total current liabilities | | 79,273 | | 4,376 | | 36,857 | | (24,326 | ) | 96,180 | |
| | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | |
Long-term debt | | | | | | 599,619 | | | | 599,619 | |
Income taxes | | 65,133 | | 893 | | 21,802 | | (64,586 | ) | 23,242 | |
Intercompany accounts and notes | | 168,701 | | 2,704 | | 516,662 | | (688,067 | ) | — | |
Other | | 16,059 | | 735 | | 15,282 | | | | 32,076 | |
Total long-term liabilities | | 249,893 | | 4,332 | | 1,153,365 | | (752,653 | ) | 654,937 | |
Total liabilities | | 329,166 | | 8,708 | | 1,190,222 | | (776,979 | ) | 751,117 | |
| | | | | | | | | | | |
Redeemable non-controlling interest in consolidated subsidiary | | | | 13,252 | | | | | | 13,252 | |
| | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | |
Common stock | | | | | | 74 | | | | 74 | |
Capital in excess of par value | | 458,498 | | 58,090 | | 724,819 | | (517,040 | ) | 724,367 | |
Retained earnings (accumulated deficit) | | (94,568 | ) | 3,568 | | (613,849 | ) | 91,000 | | (613,849 | ) |
Treasury stock | | | | | | (653 | ) | | | (653 | ) |
Total stockholders’ equity | | 363,930 | | 61,658 | | 110,391 | | (426,040 | ) | 109,939 | |
| | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 693,096 | | $ | 83,618 | | $ | 1,300,613 | | $ | (1,203,019 | ) | $ | 874,308 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
Three Months Ended December 31, 2013 |
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| | Guarantor | | Non- | | Parent | | | | Headwaters | |
guarantor |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Eliminations | | Consolidated | |
| | | | | | | | | | | |
Revenue: | | | | | | | | | | | |
Building products | | $ | 91,337 | | $ | 1,675 | | $ | — | | $ | — | | $ | 93,012 | |
Construction materials | | 71,521 | | | | | | | | 71,521 | |
Energy technology | | 1,082 | | | | | | | | 1,082 | |
Total revenue | | 163,940 | | 1,675 | | — | | — | | 165,615 | |
| | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | |
Building products | | 67,869 | | 1,469 | | | | | | 69,338 | |
Construction materials | | 54,765 | | | | | | | | 54,765 | |
Energy technology | | 619 | | | | | | | | 619 | |
Total cost of revenue | | 123,253 | | 1,469 | | — | | — | | 124,722 | |
| | | | | | | | | | | |
Gross profit | | 40,687 | | 206 | | — | | — | | 40,893 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Amortization | | 5,106 | | | | | | | | 5,106 | |
Selling, general and administrative | | 22,801 | | 253 | | 5,173 | | | | 28,227 | |
Total operating expenses | | 27,907 | | 253 | | 5,173 | | — | | 33,333 | |
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Operating income (loss) | | 12,780 | | (47 | ) | (5,173 | ) | — | | 7,560 | |
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Other income (expense): | | | | | | | | | | | |
Net interest expense | | (21 | ) | | | (10,035 | ) | | | (10,056 | ) |
Equity in earnings of subsidiaries | | | | | | 11,651 | | (11,651 | ) | — | |
Other, net | | 45 | | (33 | ) | | | | | 12 | |
Total other income (expense), net | | 24 | | (33 | ) | 1,616 | | (11,651 | ) | (10,044 | ) |
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Income (loss) from continuing operations before income taxes | | 12,804 | | (80 | ) | (3,557 | ) | (11,651 | ) | (2,484 | ) |
| | | | | | | | | | | |
Income tax benefit (provision) | | (1,779 | ) | | | 2,129 | | | | 350 | |
| | | | | | | | | | | |
Income (loss) from continuing operations | | 11,025 | | (80 | ) | (1,428 | ) | (11,651 | ) | (2,134 | ) |
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Income from discontinued operations, net of income taxes | | 700 | | | | | | | | 700 | |
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Net income (loss) | | 11,725 | | (80 | ) | (1,428 | ) | (11,651 | ) | (1,434 | ) |
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Net loss attributable to non-controlling interest | | | | 6 | | | | | | 6 | |
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Net income (loss) attributable to Headwaters Incorporated | | $ | 11,725 | | $ | (74 | ) | $ | (1,428 | ) | $ | (11,651 | ) | $ | (1,428 | ) |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
Three Months Ended December 31, 2014 |
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| | Guarantor | | Non- | | Parent | | | | Headwaters | |
guarantor |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Eliminations | | Consolidated | |
| | | | | | | | | | | |
Revenue: | | | | | | | | | | | |
Building products | | $ | 106,393 | | $ | 11,141 | | $ | — | | $ | — | | $ | 117,534 | |
Construction materials | | 81,404 | | | | | | | | 81,404 | |
Energy technology | | 659 | | | | | | | | 659 | |
Total revenue | | 188,456 | | 11,141 | | — | | — | | 199,597 | |
| | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | |
Building products | | 76,518 | | 7,674 | | | | | | 84,192 | |
Construction materials | | 59,511 | | | | | | | | 59,511 | |
Energy technology | | 207 | | | | | | | | 207 | |
Total cost of revenue | | 136,236 | | 7,674 | | — | | — | | 143,910 | |
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Gross profit | | 52,220 | | 3,467 | | — | | — | | 55,687 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Amortization | | 4,118 | | 368 | | | | | | 4,486 | |
Selling, general and administrative | | 25,802 | | 1,574 | | 4,653 | | | | 32,029 | |
Total operating expenses | | 29,920 | | 1,942 | | 4,653 | | — | | 36,515 | |
| | | | | | | | | | | |
Operating income (loss) | | 22,300 | | 1,525 | | (4,653 | ) | — | | 19,172 | |
| | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | |
Net interest expense | | (44 | ) | | | (11,908 | ) | | | (11,952 | ) |
Equity in earnings of subsidiaries | | | | | | 21,800 | | (21,800 | ) | — | |
Other, net | | (80 | ) | (189 | ) | | | | | (269 | ) |
Total other income (expense), net | | (124 | ) | (189 | ) | 9,892 | | (21,800 | ) | (12,221 | ) |
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Income from continuing operations before income taxes | | 22,176 | | 1,336 | | 5,239 | | (21,800 | ) | 6,951 | |
| | | | | | | | | | | |
Income tax benefit (provision) | | (1,270 | ) | (130 | ) | 1,600 | | | | 200 | |
| | | | | | | | | | | |
Income from continuing operations | | 20,906 | | 1,206 | | 6,839 | | (21,800 | ) | 7,151 | |
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Loss from discontinued operations, net of income taxes | | (67 | ) | | | | | | | (67 | ) |
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Net income | | 20,839 | | 1,206 | | 6,839 | | (21,800 | ) | 7,084 | |
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Net income attributable to non-controlling interest | | | | (245 | ) | | | | | (245 | ) |
| | | | | | | | | | | |
Net income attributable to Headwaters Incorporated | | $ | 20,839 | | $ | 961 | | $ | 6,839 | | $ | (21,800 | ) | $ | 6,839 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
Three Months Ended December 31, 2013 |
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| | | | Non- | | | | | | | |
| | Guarantor | | guarantor | | Parent | | | | Headwaters | |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Eliminations | | Consolidated | |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net income (loss) | | $ | 11,725 | | $ | (80 | ) | $ | (1,428 | ) | $ | (11,651 | ) | $ | (1,434 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 12,918 | | 68 | | 61 | | | | 13,047 | |
Interest expense related to amortization of debt issue costs and debt discount | | | | | | 570 | | | | 570 | |
Stock-based compensation | | 197 | | | | 269 | | | | 466 | |
Net loss on disposition of property, plant and equipment | | 316 | | | | 45 | | | | 361 | |
Gain on sale of discontinued operations, net of income taxes | | (964 | ) | | | | | | | (964 | ) |
Net loss of unconsolidated joint ventures | | | | 49 | | | | | | 49 | |
Equity in earnings of subsidiaries | | | | | | (11,651 | ) | 11,651 | | 0 | |
Decrease in trade receivables | | 38,426 | | 503 | | | | | | 38,929 | |
Decrease (increase) in inventories | | (5,119 | ) | 337 | | | | | | (4,782 | ) |
Increase (decrease) in accounts payable and accrued liabilities | | (21,485 | ) | 1,043 | | (12,408 | ) | | | (32,850 | ) |
Other changes in operating assets and liabilities, net | | (784 | ) | 140 | | (2,135 | ) | | | (2,779 | ) |
Net cash provided by (used in) operating activities | | 35,230 | | 2,060 | | (26,677 | ) | — | | 10,613 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Business acquisition | | | | (57,550 | ) | | | | | (57,550 | ) |
Investments in unconsolidated joint ventures | | | | (750 | ) | | | | | (750 | ) |
Purchase of property, plant and equipment | | (5,847 | ) | (20 | ) | (1,021 | ) | | | (6,888 | ) |
Proceeds from disposition of property, plant and equipment | | 111 | | | | | | | | 111 | |
Proceeds from sale of discontinued operations | | 4,666 | | | | | | | | 4,666 | |
Net decrease in long-term receivables and deposits | | 2,511 | | | | 299 | | | | 2,810 | |
Net change in other assets | | (75 | ) | | | 210 | | | | 135 | |
Net cash provided by (used in) investing activities | | 1,366 | | (58,320 | ) | (512 | ) | — | | (57,466 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Net proceeds from issuance of long-term debt | | | | | | 146,650 | | | | 146,650 | |
Other debt issue costs | | | | | | (105 | ) | | | (105 | ) |
Employee stock purchases | | 240 | | | | 79 | | | | 319 | |
Intercompany transfers | | (32,487 | ) | 58,242 | | (25,755 | ) | | | 0 | |
Net cash provided by (used in) financing activities | | (32,247 | ) | 58,242 | | 120,869 | | — | | 146,864 | |
| | | | | | | | | | | |
Net increase in cash and cash equivalents | | 4,349 | | 1,982 | | 93,680 | | — | | 100,011 | |
| | | | | | | | | | | |
Cash and cash equivalents, beginning of period | | 70,713 | | 34 | | 4,569 | | | | 75,316 | |
| | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 75,062 | | $ | 2,016 | | $ | 98,249 | | $ | — | | $ | 175,327 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
Three Months Ended December 31, 2014 |
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| | | | Non- | | | | | | | |
| | Guarantor | | guarantor | | Parent | | | | Headwaters | |
(in thousands) | | Subsidiaries | | Subsidiaries | | Company | | Eliminations | | Consolidated | |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net income | | $ | 20,839 | | $ | 1,206 | | $ | 6,839 | | $ | (21,800 | ) | $ | 7,084 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 12,089 | | 713 | | 108 | | | | 12,910 | |
Interest expense related to amortization of debt issue costs and debt discount | | | | | | 525 | | | | 525 | |
Stock-based compensation | | 238 | | | | 381 | | | | 619 | |
Net loss (gain) on disposition of property, plant and equipment | | 116 | | (9 | ) | | | | | 107 | |
Loss on sale of discontinued operations, net of income taxes | | 45 | | | | | | | | 45 | |
Net loss of unconsolidated joint ventures | | | | 221 | | | | | | 221 | |
Equity in earnings of subsidiaries | | | | | | (21,800 | ) | 21,800 | | 0 | |
Decrease in trade receivables | | 33,641 | | 96 | | | | | | 33,737 | |
Increase in inventories | | (4,683 | ) | (132 | ) | | | | | (4,815 | ) |
Decrease in accounts payable and accrued liabilities | | (21,230 | ) | (423 | ) | (18,783 | ) | | | (40,436 | ) |
Other changes in operating assets and liabilities, net | | (358 | ) | 100 | | (1,591 | ) | | | (1,849 | ) |
Net cash provided by (used in) operating activities | | 40,697 | | 1,772 | | (34,321 | ) | — | | 8,148 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Business acquisition | | (1,200 | ) | | | | | | | (1,200 | ) |
Investments in unconsolidated joint venture | | (125 | ) | | | | | | | (125 | ) |
Purchase of property, plant and equipment | | (7,403 | ) | (134 | ) | (1,234 | ) | | | (8,771 | ) |
Proceeds from disposition of property, plant and equipment | | 315 | | 10 | | | | | | 325 | |
Net decrease (increase) in long-term receivables and deposits | | (136 | ) | | | 1,076 | | | | 940 | |
Net change in other assets | | (89 | ) | | | 214 | | | | 125 | |
Net cash provided by (used in) investing activities | | (8,638 | ) | (124 | ) | 56 | | — | | (8,706 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Dividends paid to non-controlling interest in consolidated subsidiary | | | | (521 | ) | | | | | (521 | ) |
Employee stock purchases | | 235 | | 7 | | 73 | | | | 315 | |
Intercompany transfers | | (22,984 | ) | (2,146 | ) | 25,130 | | | | 0 | |
Net cash provided by (used in) financing activities | | (22,749 | ) | (2,660 | ) | 25,203 | | — | | (206 | ) |
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | 9,310 | | (1,012 | ) | (9,062 | ) | — | | (764 | ) |
| | | | | | | | | | | |
Cash and cash equivalents, beginning of period | | 33,552 | | 5,764 | | 113,226 | | | | 152,542 | |
| | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 42,862 | | $ | 4,752 | | $ | 104,164 | | $ | — | | $ | 151,778 | |
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