Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | 3 Months Ended |
Mar. 31, 2015 |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | 9. Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes |
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Select’s 6.375% senior notes are fully and unconditionally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly-owned subsidiaries (the “Subsidiary Guarantors”) which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the “Non-Guarantor Subsidiaries”). |
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Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries at December 31, 2014 and March 31, 2015 and for the three months ended March 31, 2014 and 2015. |
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The equity method has been used by Select with respect to investments in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in Non-Guarantor Subsidiaries. Separate financial statements for Subsidiary Guarantors are not presented. |
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During the year ended December 31, 2014, the Company purchased the remaining outstanding non-controlling interest in a specialty hospital business changing the entity from a non-guarantor subsidiary to a guarantor subsidiary. The three months ended March 31, 2014 have been retrospectively revised based on the guarantor structure that existed at December 31, 2014. |
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| | Select Medical Corporation | |
| | Condensed Consolidating Balance Sheet | |
| | March 31, 2015 | |
| | (unaudited) | |
| | Select Medical | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Subsidiaries |
Company Only) | | |
| | (in thousands) | |
Assets | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 3,071 | | $ | 3,011 | | $ | 506 | | $ | — | | $ | 6,588 | |
Accounts receivable, net | | — | | 415,657 | | 77,752 | | — | | 493,409 | |
Current deferred tax asset | | 10,519 | | 2,252 | | 3,190 | | — | | 15,961 | |
Intercompany receivables | | — | | 1,586,102 | | 133,170 | | (1,719,272 | )(a) | — | |
Other current assets | | 14,060 | | 32,902 | | 5,131 | | — | | 52,093 | |
Total Current Assets | | 27,650 | | 2,039,924 | | 219,749 | | (1,719,272 | ) | 568,051 | |
| | | | | | | | | | | |
Property and equipment, net | | 30,151 | | 467,027 | | 56,692 | | — | | 553,870 | |
Investment in affiliates | | 3,774,640 | | 84,150 | | — | | (3,858,790 | )(b)(c) | — | |
Goodwill | | — | | 1,652,005 | | — | | — | | 1,652,005 | |
Non-current deferred tax asset | | 13,555 | | — | | — | | (13,555 | )(d) | — | |
Other identifiable intangibles | | — | | 72,640 | | — | | — | | 72,640 | |
Other assets | | 30,864 | | 108,864 | | 757 | | — | | 140,485 | |
| | | | | | | | | | | |
Total Assets | | $ | 3,876,860 | | $ | 4,424,610 | | $ | 277,198 | | $ | (5,591,617 | ) | $ | 2,987,051 | |
| | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Bank overdrafts | | $ | 18,925 | | $ | — | | $ | — | | $ | — | | $ | 18,925 | |
Current portion of long-term debt and notes payable | | 8,957 | | 1,758 | | 345 | | — | | 11,060 | |
Accounts payable | | 10,150 | | 77,693 | | 13,170 | | — | | 101,013 | |
Intercompany payables | | 1,852,442 | | (133,170 | ) | — | | (1,719,272 | )(a) | — | |
Accrued payroll | | 6,940 | | 73,120 | | 322 | | — | | 80,382 | |
Accrued vacation | | 5,363 | | 51,016 | | 9,550 | | — | | 65,929 | |
Accrued interest | | 21,684 | | 121 | | — | | — | | 21,805 | |
Accrued other | | 38,855 | | 39,593 | | 8,625 | | — | | 87,073 | |
Income taxes payable | | 6,776 | | — | | — | | — | | 6,776 | |
Total Current Liabilities | | 1,970,092 | | 110,131 | | 32,012 | | (1,719,272 | ) | 392,963 | |
| | | | | | | | | | | |
Long-term debt, net of current portion | | 1,087,579 | | 389,575 | | 92,473 | | — | | 1,569,627 | |
Non-current deferred tax liability | | — | | 112,305 | | 7,952 | | (13,555 | )(d) | 106,702 | |
Other non-current liabilities | | 53,467 | | 39,961 | | 4,817 | | — | | 98,245 | |
| | | | | | | | | | | |
Total Liabilities | | 3,111,138 | | 651,972 | | 137,254 | | (1,732,827 | ) | 2,167,537 | |
| | | | | | | | | | | |
Redeemable non-controlling interests | | — | | — | | 11,275 | | — | | 11,275 | |
| | | | | | | | | | | |
Stockholder’s Equity: | | | | | | | | | | | |
Common stock | | 0 | | — | | — | | — | | 0 | |
Capital in excess of par | | 889,989 | | — | | — | | — | | 889,989 | |
Retained earnings (accumulated deficit) | | (124,267 | ) | 1,080,777 | | 3,586 | | (1,084,363 | )(c) | (124,267 | ) |
Subsidiary investment | | — | | 2,691,861 | | 82,566 | | (2,774,427 | )(b) | — | |
Total Select Medical Corporation Stockholder’s Equity | | 765,722 | | 3,772,638 | | 86,152 | | (3,858,790 | ) | 765,722 | |
| | | | | | | | | | | |
Non-controlling interests | | — | | — | | 42,517 | | — | | 42,517 | |
Total Equity | | 765,722 | | 3,772,638 | | 128,669 | | (3,858,790 | ) | 808,239 | |
| | | | | | | | | | | |
Total Liabilities and Equity | | $ | 3,876,860 | | $ | 4,424,610 | | $ | 277,198 | | $ | (5,591,617 | ) | $ | 2,987,051 | |
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| (a) | | Elimination of intercompany. | | | | | | | | | | | | | |
| (b) | | Elimination of investments in consolidated subsidiaries. | | | | | | | | | | | | | |
| (c) | | Elimination of investments in consolidated subsidiaries’ earnings. | | | | | | | | | | | | | |
| (d) | | Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. | | | | | | | | | | | | | |
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| | Select Medical Corporation | |
| | Condensed Consolidating Statement of Operations | |
| | For the Three Months Ended March 31, 2015 | |
| | (unaudited) | |
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 119 | | $ | 673,749 | | $ | 121,475 | | $ | — | | $ | 795,343 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 436 | | 561,093 | | 102,856 | | — | | 664,385 | |
General and administrative | | 21,751 | | (76 | ) | — | | — | | 21,675 | |
Bad debt expense | | — | | 9,473 | | 3,197 | | — | | 12,670 | |
Depreciation and amortization | | 985 | | 13,772 | | 2,591 | | — | | 17,348 | |
Total costs and expenses | | 23,172 | | 584,262 | | 108,644 | | — | | 716,078 | |
| | | | | | | | | | | |
Income (loss) from operations | | (23,053 | ) | 89,487 | | 12,831 | | — | | 79,265 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (286 | ) | 280 | | 6 | | — | | — | |
Intercompany management fees | | 41,454 | | (35,247 | ) | (6,207 | ) | — | | — | |
Equity in earnings of unconsolidated subsidiaries | | — | | 2,571 | | 21 | | — | | 2,592 | |
Interest expense | | (13,901 | ) | (6,003 | ) | (1,484 | ) | — | | (21,388 | ) |
| | | | | | | | | | | |
Income from operations before income taxes | | 4,214 | | 51,088 | | 5,167 | | — | | 60,469 | |
| | | | | | | | | | | |
Income tax expense (benefit) | | 1,402 | | 22,046 | | (264 | ) | — | | 23,184 | |
Equity in earnings of subsidiaries | | 32,251 | | 3,280 | | — | | (35,531 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 35,063 | | 32,322 | | 5,431 | | (35,531 | ) | 37,285 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | — | | 2,222 | | — | | 2,222 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 35,063 | | $ | 32,322 | | $ | 3,209 | | $ | (35,531 | ) | $ | 35,063 | |
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| (a) | | Elimination of equity in earnings of subsidiaries. | | | | | | | | | | | | | |
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| | Select Medical Corporation | |
| | Condensed Consolidating Statement of Cash Flows | |
| | For the Three Months Ended March 31, 2015 | |
| | (unaudited) | |
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation | Guarantors | Guarantor |
(Parent Company | | Subsidiaries |
Only) | | |
| | (in thousands) | |
| | | | | | | | | | | |
Operating activities | | | | | | | | | | | |
Net income | | $ | 35,063 | | $ | 32,322 | | $ | 5,431 | | $ | (35,531 | )(a) | $ | 37,285 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Distributions from unconsolidated subsidiaries | | — | | — | | 28 | | — | | 28 | |
Depreciation and amortization | | 985 | | 13,772 | | 2,591 | | — | | 17,348 | |
Provision for bad debts | | — | | 9,473 | | 3,197 | | — | | 12,670 | |
Equity in earnings of unconsolidated subsidiaires | | — | | (2,571 | ) | (21 | ) | — | | (2,592 | ) |
Loss from disposal of assets | | — | | 5 | | — | | — | | 5 | |
Non-cash stock compensation expense | | 2,399 | | — | | — | | — | | 2,399 | |
Amortization of debt discount and issuance costs | | 1,929 | | — | | — | | — | | 1,929 | |
Deferred income taxes | | (2,471 | ) | — | | — | | — | | (2,471 | ) |
Changes in operating assets and liabilities, net of effects from acquisition of businesses: | | | | | | | | | | | |
Equity in earnings of subsidiaries | | (32,251 | ) | (3,280 | ) | — | | 35,531 | (a) | — | |
Accounts receivable | | — | | (48,350 | ) | (13,460 | ) | — | | (61,810 | ) |
Other current assets | | (6,200 | ) | 42 | | 234 | | — | | (5,924 | ) |
Other assets | | 1,599 | | (140 | ) | 204 | | — | | 1,663 | |
Accounts payable | | 47 | | 6,037 | | (752 | ) | — | | 5,332 | |
Accrued expenses | | 1,016 | | 5,048 | | 693 | | — | | 6,757 | |
Income taxes | | 24,916 | | — | | — | | — | | 24,916 | |
Net cash provided by (used in) operating activities | | 27,032 | | 12,358 | | (1,855 | ) | — | | 37,535 | |
| | | | | | | | | | | |
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | | (1,452 | ) | (25,067 | ) | (1,329 | ) | — | | (27,848 | ) |
Investment in businesses | | — | | (1,000 | ) | — | | — | | (1,000 | ) |
Acquisition of businesses, net of cash acquired | | — | | — | | (2,686 | ) | — | | (2,686 | ) |
Net cash used in investing activities | | (1,452 | ) | (26,067 | ) | (4,015 | ) | — | | (31,534 | ) |
| | | | | | | | | | | |
Financing activities | | | | | | | | | | | |
Borrowings on revolving credit facility | | 215,000 | | — | | — | | — | | 215,000 | |
Payments on revolving credit facility | | (175,000 | ) | — | | — | | — | | (175,000 | ) |
Payments on credit facility term loans | | (26,884 | ) | — | | — | | — | | (26,884 | ) |
Borrowings of other debt | | 6,486 | | — | | 96 | | — | | 6,582 | |
Principal payments on other debt | | (4,201 | ) | (103 | ) | (280 | ) | — | | (4,584 | ) |
Repayments of bank overdrafts | | (2,821 | ) | — | | — | | — | | (2,821 | ) |
Equity investment by Holdings | | 489 | | — | | — | | — | | 489 | |
Dividends paid to Holdings | | (13,129 | ) | — | | — | | — | | (13,129 | ) |
Intercompany | | (22,524 | ) | 14,369 | | 8,155 | | — | | — | |
Tax benefit from stock based awards | | 5 | | — | | — | | — | | 5 | |
Distributions to non-controlling interests | | — | | — | | (2,425 | ) | — | | (2,425 | ) |
Net cash provided by (used in) financing activities | | (22,579 | ) | 14,266 | | 5,546 | | — | | (2,767 | ) |
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | 3,001 | | 557 | | (324 | ) | — | | 3,234 | |
| | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 70 | | 2,454 | | 830 | | — | | 3,354 | |
Cash and cash equivalents at end of period | | $ | 3,071 | | $ | 3,011 | | $ | 506 | | $ | — | | $ | 6,588 | |
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| (a) | | Elimination of equity in earnings of consolidated subsidiaries. | | | | | | | | | | | | | |
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| | Select Medical Corporation | |
| | Condensed Consolidating Balance Sheet | |
| | December 31, 2014 | |
| | Select Medical | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Subsidiaries |
Company Only) | | |
| | (in thousands) | |
Assets | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 70 | | $ | 2,454 | | $ | 830 | | $ | — | | $ | 3,354 | |
Accounts receivable, net | | — | | 376,780 | | 67,489 | | — | | 444,269 | |
Current deferred tax asset | | 10,186 | | 2,458 | | 3,347 | | — | | 15,991 | |
Prepaid income taxes | | 17,888 | | — | | — | | — | | 17,888 | |
Intercompany receivables | | — | | 1,698,600 | | 121,447 | | (1,820,047 | )(a) | — | |
Other current assets | | 7,860 | | 32,919 | | 5,363 | | — | | 46,142 | |
Total Current Assets | | 36,004 | | 2,113,211 | | 198,476 | | (1,820,047 | ) | 527,644 | |
| | | | | | | | | | | |
Property and equipment, net | | 17,521 | | 468,138 | | 56,651 | | — | | 542,310 | |
Investment in affiliates | | 3,725,915 | | 82,514 | | — | | (3,808,429 | )(b) (c) | — | |
Goodwill | | — | | 1,642,083 | | — | | — | | 1,642,083 | |
Non-current deferred tax asset | | 11,230 | | — | | — | | (11,230 | )(d) | — | |
Other identifiable intangibles | | — | | 72,519 | | — | | — | | 72,519 | |
Other assets | | 32,463 | | 106,843 | | 947 | | — | | 140,253 | |
| | | | | | | | | | | |
Total Assets | | $ | 3,823,133 | | $ | 4,485,308 | | $ | 256,074 | | $ | (5,639,706 | ) | $ | 2,924,809 | |
| | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Bank overdrafts | | $ | 21,746 | | $ | — | | $ | — | | $ | — | | $ | 21,746 | |
Current portion of long-term debt and notes payable | | 8,496 | | 1,844 | | 534 | | — | | 10,874 | |
Accounts payable | | 9,885 | | 84,304 | | 14,343 | | — | | 108,532 | |
Intercompany payables | | 1,820,047 | | — | | — | | (1,820,047 | )(a) | — | |
Accrued payroll | | 17,410 | | 79,435 | | 245 | | — | | 97,090 | |
Accrued vacation | | 5,070 | | 49,315 | | 8,747 | | — | | 63,132 | |
Accrued interest | | 10,596 | | 78 | | — | | — | | 10,674 | |
Accrued other | | 39,801 | | 34,107 | | 8,468 | | — | | 82,376 | |
Total Current Liabilities | | 1,933,051 | | 249,083 | | 32,337 | | (1,820,047 | ) | 394,424 | |
| | | | | | | | | | | |
Long-term debt, net of current portion | | 1,098,151 | | 364,794 | | 79,157 | | — | | 1,542,102 | |
Non-current deferred tax liability | | — | | 112,013 | | 8,420 | | (11,230 | )(d) | 109,203 | |
Other non-current liabilities | | 52,416 | | 35,576 | | 4,863 | | — | | 92,855 | |
| | | | | | | | | | | |
Total Liabilities | | 3,083,618 | | 761,466 | | 124,777 | | (1,831,277 | ) | 2,138,584 | |
| | | | | | | | | | | |
Redeemable non-controlling interests | | — | | — | | 10,985 | | — | | 10,985 | |
| | | | | | | | | | | |
Stockholder’s Equity: | | | | | | | | | | | |
Common stock | | 0 | | — | | — | | — | | 0 | |
Capital in excess of par | | 885,407 | | — | | — | | — | | 885,407 | |
Retained earnings (accumulated deficit) | | (145,892 | ) | 1,048,455 | | 8,366 | | (1,056,821 | )(c) | (145,892 | ) |
Subsidiary investment | | — | | 2,675,387 | | 76,221 | | (2,751,608 | )(b) | — | |
Total Select Medical Corporation Stockholder’s Equity | | 739,515 | | 3,723,842 | | 84,587 | | (3,808,429 | ) | 739,515 | |
| | | | | | | | | | | |
Non-controlling interests | | — | | — | | 35,725 | | — | | 35,725 | |
Total Equity | | 739,515 | | 3,723,842 | | 120,312 | | (3,808,429 | ) | 775,240 | |
| | | | | | | | | | | |
Total Liabilities and Equity | | $ | 3,823,133 | | $ | 4,485,308 | | $ | 256,074 | | $ | (5,639,706 | ) | $ | 2,924,809 | |
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| (a) | | Elimination of intercompany. | | | | | | | | | | | | | |
| (b) | | Elimination of investments in consolidated subsidiaries. | | | | | | | | | | | | | |
| (c) | | Elimination of investments in consolidated subsidiaries’ earnings. | | | | | | | | | | | | | |
| (d) | | Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. | | | | | | | | | | | | | |
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| | Select Medical Corporation | |
| | Condensed Consolidating Statement of Operations | |
| | For the Three Months Ended March 31, 2014 | |
| | (unaudited) | |
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 103 | | $ | 660,317 | | $ | 102,158 | | $ | — | | $ | 762,578 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 445 | | 550,224 | | 88,095 | | — | | 638,764 | |
General and administrative | | 19,312 | | (1,189 | ) | — | | — | | 18,123 | |
Bad debt expense | | — | | 9,317 | | 1,701 | | — | | 11,018 | |
Depreciation and amortization | | 923 | | 13,048 | | 2,258 | | — | | 16,229 | |
Total costs and expenses | | 20,680 | | 571,400 | | 92,054 | | — | | 684,134 | |
| | | | | | | | | | | |
Income (loss) from operations | | (20,577 | ) | 88,917 | | 10,104 | | — | | 78,444 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (282 | ) | 285 | | (3 | ) | — | | — | |
Intercompany management fees | | 38,868 | | (33,941 | ) | (4,927 | ) | — | | — | |
Equity in earnings of unconsolidated subsidiaries | | — | | 887 | | 21 | | — | | 908 | |
Loss on early retirement of debt | | (2,277 | ) | — | | — | | — | | (2,277 | ) |
Interest expense | | (13,796 | ) | (5,832 | ) | (988 | ) | — | | (20,616 | ) |
| | | | | | | | | | | |
Income from operations before income taxes | | 1,936 | | 50,316 | | 4,207 | | — | | 56,459 | |
| | | | | | | | | | | |
Income tax expense | | 925 | | 20,962 | | 205 | | — | | 22,092 | |
Equity in earnings of subsidiaries | | 32,033 | | 2,337 | | — | | (34,370 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 33,044 | | 31,691 | | 4,002 | | (34,370 | ) | 34,367 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | 53 | | 1,270 | | — | | 1,323 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 33,044 | | $ | 31,638 | | $ | 2,732 | | $ | (34,370 | ) | $ | 33,044 | |
|
| (a) | | Elimination of equity in earnings of subsidiaries. | | | | | | | | | | | | | |
|
| | Select Medical Corporation | |
| | Condensed Consolidating Statement of Cash Flows | |
| | For the Three Months Ended March 31, 2014 | |
| | (unaudited) | |
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation | Guarantors | Guarantor |
(Parent Company | | Subsidiaries |
Only) | | |
| | (in thousands) | |
| | | | | | | | | | | |
Operating activities | | | | | | | | | | | |
Net income | | $ | 33,044 | | $ | 31,691 | | $ | 4,002 | | $ | (34,370 | )(a) | $ | 34,367 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 923 | | 13,048 | | 2,258 | | — | | 16,229 | |
Provision for bad debts | | — | | 9,317 | | 1,701 | | — | | 11,018 | |
Equity in earnings of unconsolidated subsidiaires | | — | | (887 | ) | (21 | ) | — | | (908 | ) |
Loss on early retirement of debt | | 2,277 | | — | | — | | — | | 2,277 | |
Loss from disposal or sale of assets | | — | | 6 | | 115 | | — | | 121 | |
Non-cash stock compensation expense | | 2,155 | | — | | — | | — | | 2,155 | |
Amortization of debt discount, premium and issuance costs | | 2,051 | | — | | — | | — | | 2,051 | |
Deferred income taxes | | 57 | | — | | — | | — | | 57 | |
Changes in operating assets and liabilities, net of effects from acquisition of businesses: | | | | | | | | | | | |
Equity in earnings of subsidiaries | | (32,033 | ) | (2,337 | ) | — | | 34,370 | (a) | — | |
Accounts receivable | | — | | (80,083 | ) | (7,354 | ) | — | | (87,437 | ) |
Other current assets | | (2,043 | ) | (1,959 | ) | 858 | | — | | (3,144 | ) |
Other assets | | (3,324 | ) | (597 | ) | (17 | ) | — | | (3,938 | ) |
Accounts payable | | 1,274 | | 4,122 | | (664 | ) | — | | 4,732 | |
Accrued expenses | | (12,117 | ) | 1,802 | | (2,488 | ) | — | | (12,803 | ) |
Income and deferred taxes | | 19,223 | | — | | — | | — | | 19,223 | |
Net cash provided by (used in) operating activities | | 11,487 | | (25,877 | ) | (1,610 | ) | — | | (16,000 | ) |
| | | | | | | | | | | |
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | | (2,171 | ) | (23,636 | ) | (1,492 | ) | — | | (27,299 | ) |
Investment in businesses, net of distributions | | — | | (124 | ) | — | | — | | (124 | ) |
Acquisition of businesses, net of cash acquired | | — | | (375 | ) | — | | — | | (375 | ) |
Net cash used in investing activities | | (2,171 | ) | (24,135 | ) | (1,492 | ) | — | | (27,798 | ) |
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Financing activities | | | | | | | | | | | |
Borrowings on revolving credit facility | | 285,000 | | — | | — | | — | | 285,000 | |
Payments on revolving credit facility | | (200,000 | ) | — | | — | | — | | (200,000 | ) |
Payments on credit facility term loans | | (33,994 | ) | — | | — | | — | | (33,994 | ) |
Issuance of 6.375% senior notes, includes premium | | 111,650 | | — | | — | | — | | 111,650 | |
Borrowings of other debt | | 6,111 | | — | | — | | — | | 6,111 | |
Principal payments on other debt | | (2,567 | ) | (80 | ) | (420 | ) | — | | (3,067 | ) |
Debt issuance costs | | (4,434 | ) | — | | — | | — | | (4,434 | ) |
Proceeds from bank overdrafts | | 5,970 | | — | | — | | — | | 5,970 | |
Equity investment by Holdings | | 1,943 | | — | | — | | — | | 1,943 | |
Dividends paid to Holdings | | (123,556 | ) | — | | — | | — | | (123,556 | ) |
Intercompany | | (55,440 | ) | 50,154 | | 5,286 | | — | | — | |
Distributions to non-controlling interests | | — | | — | | (1,452 | ) | — | | (1,452 | ) |
Net cash provided by (used in) financing activities | | (9,317 | ) | 50,074 | | 3,414 | | — | | 44,171 | |
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Net increase (decrease) in cash and cash equivalents | | (1 | ) | 62 | | 312 | | — | | 373 | |
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Cash and cash equivalents at beginning of period | | 71 | | 3,098 | | 1,150 | | — | | 4,319 | |
Cash and cash equivalents at end of period | | $ | 70 | | $ | 3,160 | | $ | 1,462 | | $ | — | | $ | 4,692 | |
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| (a) | | Elimination of equity in earnings of consolidated subsidiaries. | | | | | | | | | | | | | |
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