Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Guarantor and Non-Guarantor Financial Information | 21. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION |
As of March 31, 2015, the Company’s 2022 Notes are guaranteed, fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of March 31, 2015 and 2014, and for the three months ended March 31, 2015, and 2014. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. |
Condensed Supplemental Consolidating Balance Sheet |
March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries | Subsidiaries |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 13,034 | | | $ | 3 | | | $ | 41,614 | | | $ | — | | | $ | 54,651 | |
Investments | | | — | | | | — | | | | 8,712 | | | | — | | | | 8,712 | |
Accounts receivable, net | | | 51 | | | | 180,897 | | | | 36,857 | | | | — | | | | 217,805 | |
Inventories, net | | | — | | | | 436,802 | | | | 122,375 | | | | — | | | | 559,177 | |
Deferred income taxes | | | 8,361 | | | | 19,193 | | | | 7,539 | | | | — | | | | 35,093 | |
Prepaid expenses and other current assets | | | 15,948 | | | | 7,496 | | | | 14,090 | | | | (14,069 | ) | | | 23,465 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 37,394 | | | | 644,391 | | | | 231,187 | | | | (14,069 | ) | | | 898,903 | |
Property, plant, and equipment, net | | | 29,267 | | | | 421,219 | | | | 92,106 | | | | — | | | | 542,592 | |
Goodwill | | | — | | | | 1,467,305 | | | | 189,542 | | | | — | | | | 1,656,847 | |
Investment in subsidiaries | | | 2,279,248 | | | | 508,032 | | | | — | | | | (2,787,280 | ) | | | — | |
Intercompany accounts receivable (payable), net | | | 759,731 | | | | (692,462 | ) | | | (67,269 | ) | | | — | | | | — | |
Deferred income taxes | | | 12,217 | | | | — | | | | — | | | | (12,217 | ) | | | — | |
Intangible and other assets, net | | | 56,975 | | | | 493,352 | | | | 166,715 | | | | — | | | | 717,042 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 3,174,832 | | | $ | 2,841,837 | | | $ | 612,281 | | | $ | (2,813,566 | ) | | $ | 3,815,384 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 10,968 | | | $ | 224,193 | | | $ | 42,414 | | | $ | (14,069 | ) | | $ | 263,506 | |
Current portion of long-term debt | | | 11,750 | | | | 1,632 | | | | 2,233 | | | | — | | | | 15,615 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 22,718 | | | | 225,825 | | | | 44,647 | | | | (14,069 | ) | | | 279,121 | |
Long-term debt | | | 1,378,250 | | | | 1,671 | | | | 3,527 | | | | — | | | | 1,383,448 | |
Deferred income taxes | | | — | | | | 289,622 | | | | 40,798 | | | | (12,217 | ) | | | 318,203 | |
Other long-term liabilities | | | 8,642 | | | | 45,471 | | | | 15,277 | | | | — | | | | 69,390 | |
Stockholders’ equity | | | 1,765,222 | | | | 2,279,248 | | | | 508,032 | | | | (2,787,280 | ) | | | 1,765,222 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 3,174,832 | | | $ | 2,841,837 | | | $ | 612,281 | | | $ | (2,813,566 | ) | | $ | 3,815,384 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Balance Sheet |
December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 18,706 | | | $ | 2 | | | $ | 33,273 | | | $ | — | | | $ | 51,981 | |
Investments | | | — | | | | — | | | | 9,148 | | | | — | | | | 9,148 | |
Accounts receivable, net | | | 46 | | | | 185,202 | | | | 48,408 | | | | — | | | | 233,656 | |
Inventories, net | | | — | | | | 471,189 | | | | 122,909 | | | | — | | | | 594,098 | |
Deferred income taxes | | | 8,361 | | | | 19,196 | | | | 8,007 | | | | — | | | | 35,564 | |
Prepaid expenses and other current assets | | | 32,849 | | | | 5,947 | | | | 12,812 | | | | (26,619 | ) | | | 24,989 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 59,962 | | | | 681,536 | | | | 234,557 | | | | (26,619 | ) | | | 949,436 | |
Property, plant, and equipment, net | | | 28,411 | | | | 416,104 | | | | 99,263 | | | | — | | | | 543,778 | |
Goodwill | | | — | | | | 1,464,999 | | | | 202,986 | | | | — | | | | 1,667,985 | |
Investment in subsidiaries | | | 2,269,325 | | | | 534,326 | | | | — | | | | (2,803,651 | ) | | | — | |
Intercompany accounts receivable (payable), net | | | 840,606 | | | | (771,836 | ) | | | (68,770 | ) | | | — | | | | — | |
Deferred income taxes | | | 12,217 | | | | — | | | | — | | | | (12,217 | ) | | | — | |
Intangible and other assets, net | | | 55,826 | | | | 503,289 | | | | 182,690 | | | | — | | | | 741,805 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 3,266,347 | | | $ | 2,828,418 | | | $ | 650,726 | | | $ | (2,842,487 | ) | | $ | 3,903,004 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 48,002 | | | $ | 224,352 | | | $ | 51,125 | | | $ | (26,619 | ) | | $ | 296,860 | |
Current portion of long-term debt | | | 10,500 | | | | 1,595 | | | | 2,278 | | | | — | | | | 14,373 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 58,502 | | | | 225,947 | | | | 53,403 | | | | (26,619 | ) | | | 311,233 | |
Long-term debt | | | 1,439,500 | | | | 2,027 | | | | 3,961 | | | | — | | | | 1,445,488 | |
Deferred income taxes | | | — | | | | 289,257 | | | | 42,414 | | | | (12,217 | ) | | | 319,454 | |
Other long-term liabilities | | | 9,088 | | | | 41,862 | | | | 16,622 | | | | — | | | | 67,572 | |
Stockholders’ equity | | | 1,759,257 | | | | 2,269,325 | | | | 534,326 | | | | (2,803,651 | ) | | | 1,759,257 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 3,266,347 | | | $ | 2,828,418 | | | $ | 650,726 | | | $ | (2,842,487 | ) | | $ | 3,903,004 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Income |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net sales | | $ | — | | | $ | 707,578 | | | $ | 148,142 | | | $ | (72,575 | ) | | $ | 783,145 | |
Cost of sales | | | — | | | | 573,486 | | | | 129,797 | | | | (72,575 | ) | | | 630,708 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 134,092 | | | | 18,345 | | | | — | | | | 152,437 | |
Selling, general, and administrative expense | | | 17,765 | | | | 60,941 | | | | 11,492 | | | | — | | | | 90,198 | |
Amortization | | | 1,827 | | | | 10,060 | | | | 3,441 | | | | — | | | | 15,328 | |
Other operating income, net | | | — | | | | 215 | | | | — | | | | — | | | | 215 | |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | (19,592 | ) | | | 62,876 | | | | 3,412 | | | | — | | | | 46,696 | |
Interest expense | | | 11,530 | | | | 125 | | | | 1,482 | | | | (1,445 | ) | | | 11,692 | |
Interest income | | | (1,430 | ) | | | (1,445 | ) | | | (339 | ) | | | 1,445 | | | | (1,769 | ) |
Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | — | | | | — | |
Other expense, net | | | (4 | ) | | | 9,143 | | | | 1,833 | | | | — | | | | 10,972 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (29,688 | ) | | | 55,053 | | | | 436 | | | | — | | | | 25,801 | |
Income taxes (benefit) | | | (11,336 | ) | | | 19,092 | | | | 193 | | | | — | | | | 7,949 | |
Equity in net income of subsidiaries | | | 36,204 | | | | 243 | | | | — | | | | (36,447 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 17,852 | | | $ | 36,204 | | | $ | 243 | | | $ | (36,447 | ) | | $ | 17,852 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Income |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net sales | | $ | — | | | $ | 535,162 | | | $ | 128,965 | | | $ | (45,224 | ) | | $ | 618,903 | |
Cost of sales | | | — | | | | 421,900 | | | | 109,236 | | | | (45,224 | ) | | | 485,912 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 113,262 | | | | 19,729 | | | | — | | | | 132,991 | |
Selling, general, and administrative expense | | | 14,059 | | | | 46,033 | | | | 11,693 | | | | — | | | | 71,785 | |
Amortization | | | 1,512 | | | | 5,775 | | | | 2,747 | | | | — | | | | 10,034 | |
Other operating income, net | | | — | | | | 861 | | | | 12 | | | | — | | | | 873 | |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | (15,571 | ) | | | 60,593 | | | | 5,277 | | | | — | | | | 50,299 | |
Interest expense | | | 10,689 | | | | 184 | | | | 3,836 | | | | (3,836 | ) | | | 10,873 | |
Interest income | | | — | | | | (3,860 | ) | | | (144 | ) | | | 3,836 | | | | (168 | ) |
Loss on extinguishment of debt | | | 16,685 | | | | — | | | | — | | | | — | | | | 16,685 | |
Other expense, net | | | — | | | | 1,684 | | | | 1,182 | | | | — | | | | 2,866 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (42,945 | ) | | | 62,585 | | | | 403 | | | | — | | | | 20,043 | |
Income taxes (benefit) | | | (17,292 | ) | | | 22,847 | | | | 166 | | | | — | | | | 5,721 | |
Equity in net income of subsidiaries | | | 39,975 | | | | 237 | | | | — | | | | (40,212 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 14,322 | | | $ | 39,975 | | | $ | 237 | | | $ | (40,212 | ) | | $ | 14,322 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Comprehensive Income |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net income | | $ | 17,852 | | | $ | 36,204 | | | $ | 243 | | | $ | (36,447 | ) | | $ | 17,852 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | (26,537 | ) | | | — | | | | (26,537 | ) |
Pension and postretirement reclassification adjustment, net of tax | | | — | | | | 256 | | | | — | | | | — | | | | 256 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income | | | — | | | | 256 | | | | (26,537 | ) | | | — | | | | (26,281 | ) |
Equity in other comprehensive income of subsidiaries | | | (26,281 | ) | | | (26,537 | ) | | | — | | | | 52,818 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | $ | (8,429 | ) | | $ | 9,923 | | | $ | (26,294 | ) | | $ | 16,371 | | | $ | (8,429 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Comprehensive Income |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net income | | $ | 14,322 | | | $ | 39,975 | | | $ | 237 | | | $ | (40,212 | ) | | $ | 14,322 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | (5,206 | ) | | | (6,701 | ) | | | — | | | | (11,907 | ) |
Pension and postretirement reclassification adjustment, net of tax | | | — | | | | 103 | | | | — | | | | — | | | | 103 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income | | | — | | | | (5,103 | ) | | | (6,701 | ) | | | — | | | | (11,804 | ) |
Equity in other comprehensive income of subsidiaries | | | (11,804 | ) | | | (6,701 | ) | | | — | | | | 18,505 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | $ | 2,518 | | | $ | 28,171 | | | $ | (6,464 | ) | | $ | (21,707 | ) | | $ | 2,518 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Cash Flows |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non- | | | | | | | |
Guarantor |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | (8,359 | ) | | $ | 113,457 | | | $ | 12,694 | | | $ | (36,190 | ) | | $ | 81,602 | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Additions to property, plant, and equipment | | | (1,096 | ) | | | (18,388 | ) | | | (1,751 | ) | | | — | | | | (21,235 | ) |
Additions to other intangible assets | | | (3,167 | ) | | | (548 | ) | | | (126 | ) | | | — | | | | (3,841 | ) |
Intercompany transfer | | | (4,138 | ) | | | (62,670 | ) | | | — | | | | 66,808 | | | | — | |
Acquisitions, less cash acquired | | | — | | | | — | | | | — | | | | — | | | | — | |
Proceeds from sale of fixed assets | | | — | | | | 81 | | | | 40 | | | | — | | | | 121 | |
Purchase of investments | | | — | | | | — | | | | (103 | ) | | | — | | | | (103 | ) |
Proceeds from sale of investments | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | (8,401 | ) | | | (81,525 | ) | | | (1,940 | ) | | | 66,808 | | | | (25,058 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Borrowings under Revolving Credit Facility | | | 20,000 | | | | — | | | | — | | | | — | | | | 20,000 | |
Payments under Revolving Credit Facility | | | (78,000 | ) | | | — | | | | — | | | | — | | | | (78,000 | ) |
Proceeds from issuance of new debt | | | — | | | | — | | | | — | | | | — | | | | — | |
Payments on 2018 notes | | | — | | | | — | | | | — | | | | — | | | | — | |
Payments on capitalized lease obligations and other debt | | | — | | | | (319 | ) | | | (411 | ) | | | — | | | | (730 | ) |
Payments of deferred financing costs | | | — | | | | — | | | | — | | | | — | | | | — | |
Payment of debt premium for extinguishment of debt | | | — | | | | — | | | | — | | | | — | | | | — | |
Payments on Term Loan and Acquisition Term Loan | | | (2,000 | ) | | | — | | | | — | | | | — | | | | (2,000 | ) |
Intercompany transfer | | | 62,683 | | | | (31,612 | ) | | | (453 | ) | | | (30,618 | ) | | | — | |
Net receipts related to stock-based award activities | | | 5,273 | | | | — | | | | — | | | | — | | | | 5,273 | |
Excess tax benefits from stock-based compensation | | | 3,132 | | | | — | | | | — | | | | — | | | | 3,132 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 11,088 | | | | (31,931 | ) | | | (864 | ) | | | (30,618 | ) | | | (52,325 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | (1,549 | ) | | | — | | | | (1,549 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Decrease) increase in cash and cash equivalents | | | (5,672 | ) | | | 1 | | | | 8,341 | | | | — | | | | 2,670 | |
Cash and cash equivalents, beginning of period | | | 18,706 | | | | 2 | | | | 33,273 | | | | — | | | | 51,981 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 13,034 | | | $ | 3 | | | $ | 41,614 | | | $ | — | | | $ | 54,651 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Supplemental Consolidating Statement of Cash Flows |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Guarantor | | | Non- | | | | | | | |
Guarantor |
| | Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | (18,715 | ) | | $ | 64,006 | | | $ | (9,421 | ) | | $ | — | | | $ | 35,870 | |
Cash flows from investing activities: | | | | | | | | | | | | | | | — | | | | | |
Additions to property, plant, and equipment | | | (338 | ) | | | (14,016 | ) | | | (3,985 | ) | | | — | | | | (18,339 | ) |
Additions to other intangible assets | | | (2,816 | ) | | | (500 | ) | | | — | | | | — | | | | (3,316 | ) |
Acquisitions, less cash acquired | | | — | | | | — | | | | 1,325 | | | | — | | | | 1,325 | |
Proceeds from sale of fixed assets | | | — | | | | 153 | | | | 372 | | | | — | | | | 525 | |
Purchase of investments | | | — | | | | — | | | | (236 | ) | | | — | | | | (236 | ) |
Proceeds from sale of investments | | | — | | | | — | | | | 63 | | | | — | | | | 63 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (3,154 | ) | | | (14,363 | ) | | | (2,461 | ) | | | — | | | | (19,978 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Borrowings under Revolving Credit Facility | | | 25,000 | | | | — | | | | — | | | | — | | | | 25,000 | |
Payments under Revolving Credit Facility | | | (165,000 | ) | | | — | | | | — | | | | — | | | | (165,000 | ) |
Proceeds from issuance of 2022 Notes | | | 400,000 | | | | — | | | | — | | | | — | | | | 400,000 | |
Payments on 2018 Notes | | | (298,213 | ) | | | — | | | | — | | | | — | | | | (298,213 | ) |
Payments on capitalized lease obligations and other debt | | | — | | | | (319 | ) | | | — | | | | — | | | | (319 | ) |
Payments of deferred financing costs | | | (6,897 | ) | | | — | | | | — | | | | — | | | | (6,897 | ) |
Payment of debt premium for extinguishment of debt | | | (12,749 | ) | | | — | | | | — | | | | — | | | | (12,749 | ) |
Intercompany transfer | | | 49,217 | | | | (49,217 | ) | | | — | | | | — | | | | — | |
Net receipts related to stock-based award activities | | | 7,530 | | | | — | | | | — | | | | — | | | | 7,530 | |
Excess tax benefits from stock-based compensation | | | 4,630 | | | | — | | | | — | | | | — | | | | 4,630 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 3,518 | | | | (49,536 | ) | | | — | | | | — | | | | (46,018 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | (563 | ) | | | — | | | | (563 | ) |
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(Decrease) increase in cash and cash equivalents | | | (18,351 | ) | | | 107 | | | | (12,445 | ) | | | — | | | | (30,689 | ) |
Cash and cash equivalents, beginning of period | | | 23,268 | | | | 43 | | | | 23,164 | | | | — | | | | 46,475 | |
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Cash and cash equivalents, end of period | | $ | 4,917 | | | $ | 150 | | | $ | 10,719 | | | $ | — | | | $ | 15,786 | |
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