Supplemental Guarantor Condensed Consolidating Financials | 9 Months Ended |
Sep. 30, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIALS | ' |
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIALS |
The Company’s debt issued in May 2010 is fully and unconditionally and jointly and severally guaranteed by Aspect Software Parent, Inc. and each of its domestic subsidiaries. Aspect Software Inc. is the issuer of the Company’s debt. Each of the guarantor subsidiaries is 100% owned, directly or indirectly by Aspect Software Parent, Inc. The following represents the supplemental condensed financial information of Aspect Software Parent, Inc. and its guarantor and non-guarantor subsidiaries, as of September 30, 2014 and December 31, 2013, and for the three and nine months ended September 30, 2014 and 2013. |
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Supplemental Condensed Consolidating Balance Sheet (unaudited) |
September 30, 2014 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 424 | | | $ | 11,819 | | | $ | — | | | $ | 12,243 | |
|
Accounts receivable, net | | 60,907 | | | 67,158 | | | (72,390 | ) | | 55,675 | |
|
Receivable due from Aspect Software Group Holdings Ltd. | | 1,224 | | | — | | | — | | | 1,224 | |
|
Deferred tax assets | | 7,934 | | | 1,726 | | | — | | | 9,660 | |
|
Other current assets | | 14,039 | | | 5,664 | | | — | | | 19,703 | |
|
Total current assets | | 84,528 | | | 86,367 | | | (72,390 | ) | | 98,505 | |
|
Property, plant, and equipment, net | | 17,538 | | | 2,692 | | | — | | | 20,230 | |
|
Intangible assets, net | | 53,519 | | | 9,347 | | | — | | | 62,866 | |
|
Goodwill | | 717,332 | | | 33,526 | | | — | | | 750,858 | |
|
Investment in subsidiaries | | 62,287 | | | — | | | (62,287 | ) | | — | |
|
Other assets | | 8,507 | | | 9,036 | | | — | | | 17,543 | |
|
Total assets | | $ | 943,711 | | | $ | 140,968 | | | $ | (134,677 | ) | | $ | 950,002 | |
|
Liabilities and shareholder's equity (deficit) | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 53,509 | | | $ | 30,618 | | | $ | (72,390 | ) | | $ | 11,737 | |
|
Current portion of long-term debt | | 10,663 | | | — | | | — | | | 10,663 | |
|
Accrued liabilities | | 38,519 | | | 13,039 | | | — | | | 51,558 | |
|
Deferred revenues | | 59,160 | | | 22,519 | | | — | | | 81,679 | |
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Total current liabilities | | 161,851 | | | 66,176 | | | (72,390 | ) | | 155,637 | |
|
Deferred tax liabilities | | 21,943 | | | 450 | | | — | | | 22,393 | |
|
Long-term deferred revenue | | 1,924 | | | 945 | | | — | | | 2,869 | |
|
Long-term debt | | 765,823 | | | — | | | — | | | 765,823 | |
|
Other long-term liabilities | | 39,089 | | | 11,110 | | | — | | | 50,199 | |
|
Total liabilities | | 990,630 | | | 78,681 | | | (72,390 | ) | | 996,921 | |
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Total Aspect Software Parent, Inc. shareholders’ (deficit) equity | | (46,919 | ) | | 58,272 | | | (62,287 | ) | | (50,934 | ) |
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Noncontrolling interest | | — | | | 4,015 | | | — | | | 4,015 | |
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Total shareholder's (deficit) equity | | (46,919 | ) | | 62,287 | | | (62,287 | ) | | (46,919 | ) |
|
Total liabilities and shareholder's (deficit) equity | | $ | 943,711 | | | $ | 140,968 | | | $ | (134,677 | ) | | $ | 950,002 | |
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Supplemental Condensed Consolidating Balance Sheet (unaudited) |
December 31, 2013 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 3,764 | | | $ | 22,930 | | | $ | — | | | $ | 26,694 | |
|
Accounts receivable, net | | 76,387 | | | 50,657 | | | (68,042 | ) | | 59,002 | |
|
Receivable due from Aspect Software Group Holdings Ltd. | | 2,621 | | | — | | | — | | | 2,621 | |
|
Deferred tax assets | | 7,934 | | | 1,263 | | | — | | | 9,197 | |
|
Other current assets | | 14,958 | | | 6,062 | | | — | | | 21,020 | |
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Total current assets | | 105,664 | | | 80,912 | | | (68,042 | ) | | 118,534 | |
|
Property, plant, and equipment, net | | 16,396 | | | 2,071 | | | — | | | 18,467 | |
|
Intangible assets, net | | 61,922 | | | 10,910 | | | — | | | 72,832 | |
|
Goodwill | | 717,334 | | | 33,451 | | | — | | | 750,785 | |
|
Investment in subsidiaries | | 45,047 | | | — | | | (45,047 | ) | | — | |
|
Other assets | | 13,094 | | | 8,987 | | | — | | | 22,081 | |
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Total assets | | $ | 959,457 | | | $ | 136,331 | | | $ | (113,089 | ) | | $ | 982,699 | |
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Liabilities and shareholder's equity (deficit) | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 35,963 | | | $ | 39,937 | | | $ | (68,042 | ) | | $ | 7,858 | |
|
Current portion of long-term debt | | 37,851 | | | — | | | — | | | 37,851 | |
|
Accrued liabilities | | 49,354 | | | 12,613 | | | — | | | 61,967 | |
|
Deferred revenues | | 52,330 | | | 24,340 | | | — | | | 76,670 | |
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Total current liabilities | | 175,498 | | | 76,890 | | | (68,042 | ) | | 184,346 | |
|
Deferred tax liabilities | | 31,425 | | | 451 | | | — | | | 31,876 | |
|
Long-term deferred revenue | | 3,047 | | | 1,408 | | | — | | | 4,455 | |
|
Long-term debt | | 770,079 | | | — | | | — | | | 770,079 | |
|
Other long-term liabilities | | 24,068 | | | 12,535 | | | — | | | 36,603 | |
|
Total liabilities | | 1,004,117 | | | 91,284 | | | (68,042 | ) | | 1,027,359 | |
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Total Aspect Software Parent, Inc. shareholders’ (deficit) equity | | (44,660 | ) | | 39,777 | | | (45,047 | ) | | (49,930 | ) |
|
Noncontrolling interest | | — | | | 5,270 | | | — | | | 5,270 | |
|
Total shareholder's (deficit) equity | | (44,660 | ) | | 45,047 | | | (45,047 | ) | | (44,660 | ) |
|
Total liabilities and shareholder's (deficit) equity | | $ | 959,457 | | | $ | 136,331 | | | $ | (113,089 | ) | | $ | 982,699 | |
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|
Supplemental Condensed Consolidating Statement of Operations (unaudited) |
For the Three Months Ended September 30, 2014 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net revenues | | $ | 74,048 | | | $ | 49,156 | | | $ | (9,754 | ) | | $ | 113,450 | |
|
Cost of revenues | | 35,233 | | | 23,218 | | | (9,754 | ) | | 48,697 | |
|
Gross profit | | 38,815 | | | 25,938 | | | — | | | 64,753 | |
|
Operating expenses: | | | | | | | | |
Research and development | | 9,290 | | | 3,210 | | | — | | | 12,500 | |
|
Selling, general and administrative | | 17,327 | | | 12,234 | | | — | | | 29,561 | |
|
Amortization expense for acquired intangible assets | | 1,741 | | | 294 | | | — | | | 2,035 | |
|
Total operating expenses | | 28,358 | | | 15,738 | | | — | | | 44,096 | |
|
Income from operations | | 10,457 | | | 10,200 | | | — | | | 20,657 | |
|
Interest and other income (expense), net | | (15,109 | ) | | (4,099 | ) | | — | | | (19,208 | ) |
|
(Loss) income before income taxes | | (4,652 | ) | | 6,101 | | | — | | | 1,449 | |
|
(Benefit from) provision for income taxes | | (1,897 | ) | | 1,051 | | | — | | | (846 | ) |
|
Equity in earnings of subsidiaries | | 5,559 | | | — | | | (5,559 | ) | | — | |
|
Net income (loss) | | 2,804 | | | 5,050 | | | (5,559 | ) | | 2,295 | |
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Less: Net loss attributable to noncontrolling interest | | — | | | (509 | ) | | — | | | (509 | ) |
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Net income (loss) attributable to Aspect Software Parent, Inc. | | $ | 2,804 | | | $ | 5,559 | | | $ | (5,559 | ) | | $ | 2,804 | |
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For the Three Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net revenues | | $ | 74,703 | | | $ | 39,412 | | | $ | (5,603 | ) | | $ | 108,512 | |
|
Cost of revenues | | 32,895 | | | 17,332 | | | (5,603 | ) | | 44,624 | |
|
Gross profit | | 41,808 | | | 22,080 | | | — | | | 63,888 | |
|
Operating expenses: | | | | | | | | |
Research and development | | 11,409 | | | 2,234 | | | — | | | 13,643 | |
|
Selling, general and administrative | | 22,617 | | | 11,358 | | | — | | | 33,975 | |
|
Amortization expense for acquired intangible assets | | 6,540 | | | 256 | | | — | | | 6,796 | |
|
Total operating expenses | | 40,566 | | | 13,848 | | | — | | | 54,414 | |
|
Income from operations | | 1,242 | | | 8,232 | | | — | | | 9,474 | |
|
Interest and other income (expense), net | | 54 | | | (18,744 | ) | | — | | | (18,690 | ) |
|
Income (loss) before income taxes | | 1,296 | | | (10,512 | ) | | — | | | (9,216 | ) |
|
Provision for (benefit from) income taxes | | (19,308 | ) | | 2,173 | | | — | | | (17,135 | ) |
|
Equity in earnings of subsidiaries | | (12,513 | ) | | — | | | 12,513 | | | — | |
|
Net income (loss) | | $ | 8,091 | | | $ | (12,685 | ) | | $ | 12,513 | | | $ | 7,919 | |
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Supplemental Condensed Consolidating Statement of Operations (unaudited) |
For the Nine Months Ended September 30, 2014 |
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|
| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net revenues | | $ | 219,090 | | | $ | 129,284 | | | $ | (19,652 | ) | | $ | 328,722 | |
|
Cost of revenues | | 104,685 | | | 57,767 | | | (19,652 | ) | | 142,800 | |
|
Gross profit | | 114,405 | | | 71,517 | | | — | | | 185,922 | |
|
Operating expenses: | | | | | | | | |
Research and development | | 29,894 | | | 9,297 | | | — | | | 39,191 | |
|
Selling, general and administrative | | 59,987 | | | 34,134 | | | — | | | 94,121 | |
|
Amortization expense for acquired intangible assets | | 5,324 | | | 881 | | | — | | | 6,205 | |
|
Total operating expenses | | 95,205 | | | 44,312 | | | — | | | 139,517 | |
|
Income from operations | | 19,200 | | | 27,205 | | | — | | | 46,405 | |
|
Interest and other income (expense), net | | (48,703 | ) | | (8,388 | ) | | — | | | (57,091 | ) |
|
(Loss) income before income taxes | | (29,503 | ) | | 18,817 | | | — | | | (10,686 | ) |
|
(Benefit from) provision for income taxes | | (4,037 | ) | | 2,804 | | | — | | | (1,233 | ) |
|
Equity in earnings of subsidiaries | | 17,268 | | | — | | | (17,268 | ) | | — | |
|
Net (loss) income | | (8,198 | ) | | 16,013 | | | (17,268 | ) | | (9,453 | ) |
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Less: Net loss attributable to noncontrolling interest | | — | | | (1,255 | ) | | — | | | (1,255 | ) |
|
Net (loss) income attributable to Aspect Software Parent, Inc. | | $ | (8,198 | ) | | $ | 17,268 | | | $ | (17,268 | ) | | $ | (8,198 | ) |
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For the Nine Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net revenues | | $ | 214,392 | | | $ | 114,935 | | | $ | (15,844 | ) | | $ | 313,483 | |
|
Cost of revenues | | 93,146 | | | 48,538 | | | (15,844 | ) | | 125,840 | |
|
Gross profit | | 121,246 | | | 66,397 | | | — | | | 187,643 | |
|
Operating expenses: | | | | | | | | |
Research and development | | 31,270 | | | 6,225 | | | — | | | 37,495 | |
|
Selling, general and administrative | | 63,742 | | | 30,738 | | | — | | | 94,480 | |
|
Amortization expense for acquired intangible assets | | 20,692 | | | 795 | | | — | | | 21,487 | |
|
Restructuring credits | | (44 | ) | | (2 | ) | | — | | | (46 | ) |
|
Total operating expenses | | 115,660 | | | 37,756 | | | — | | | 153,416 | |
|
Income from operations | | 5,586 | | | 28,641 | | | — | | | 34,227 | |
|
Interest and other income (expense), net | | (17,750 | ) | | (33,064 | ) | | — | | | (50,814 | ) |
|
Loss before income taxes | | (12,164 | ) | | (4,423 | ) | | — | | | (16,587 | ) |
|
(Benefit from) provision for income taxes | | (18,686 | ) | | 456 | | | — | | | (18,230 | ) |
|
Equity in earnings of subsidiaries | | (4,879 | ) | | — | | | 4,879 | | | — | |
|
Net income (loss) | | $ | 1,643 | | | $ | (4,879 | ) | | $ | 4,879 | | | $ | 1,643 | |
|
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Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) (unaudited) |
For the Three Months Ended September 30, 2014 |
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|
| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net income (loss) | | $ | 2,804 | | | $ | 5,050 | | | $ | (5,559 | ) | | $ | 2,295 | |
|
Change in cumulative translation adjustment | | (151 | ) | | 918 | | | (8 | ) | | 759 | |
|
Comprehensive income (loss) | | 2,653 | | | 5,968 | | | (5,567 | ) | | 3,054 | |
|
Comprehensive loss attributable to noncontrolling interest | | — | | | (509 | ) | | — | | | (509 | ) |
|
Comprehensive (loss) income attributable to Aspect Software Parent, Inc. | | $ | 2,653 | | | $ | 6,477 | | | $ | (5,567 | ) | | $ | 3,563 | |
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For the Three Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net income (loss) | | $ | 8,091 | | | $ | (12,685 | ) | | $ | 12,513 | | | $ | 7,919 | |
|
Change in cumulative translation adjustment | | 559 | | | (1,389 | ) | | (5 | ) | | (835 | ) |
|
Comprehensive income (loss) | | $ | 8,650 | | | $ | (14,074 | ) | | $ | 12,508 | | | $ | 7,084 | |
|
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For the Nine Months Ended September 30, 2014 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net (loss) income | | $ | (8,198 | ) | | $ | 16,013 | | | $ | (17,268 | ) | | $ | (9,453 | ) |
|
Change in cumulative translation adjustment | | (248 | ) | | 183 | | | (15 | ) | | (80 | ) |
|
Comprehensive (loss) income | | (8,446 | ) | | 16,196 | | | (17,283 | ) | | (9,533 | ) |
|
Comprehensive loss attributable to noncontrolling interest | | — | | | (1,255 | ) | | — | | | (1,255 | ) |
|
Comprehensive (loss) income attributable to Aspect Software Parent, Inc. | | $ | (8,446 | ) | | $ | 17,451 | | | $ | (17,283 | ) | | $ | (8,278 | ) |
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For the Nine Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Net income (loss) | | $ | 1,643 | | | $ | (4,879 | ) | | $ | 4,879 | | | $ | 1,643 | |
|
Change in cumulative translation adjustment | | 830 | | | (1,535 | ) | | (53 | ) | | (758 | ) |
|
Comprehensive income (loss) | | $ | 2,473 | | | $ | (6,414 | ) | | $ | 4,826 | | | $ | 885 | |
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Supplemental Condensed Consolidating Statement of Cash Flows (unaudited) |
For the Nine Months Ended September 30, 2014 |
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| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Operating activities: | | | | | | | | |
Net cash provided by (used in ) operating activities | | $ | 28,480 | | | $ | (9,349 | ) | | $ | — | | | $ | 19,131 | |
|
Investing activities: | | | | | | | | |
Purchases of property and equipment | | $ | (7,024 | ) | | $ | (1,636 | ) | | $ | — | | | $ | (8,660 | ) |
|
Net cash used in investing activities | | (7,024 | ) | | (1,636 | ) | | — | | | (8,660 | ) |
|
Financing activities: | | | | | | | | |
Repayment of borrowings | | (46,800 | ) | | — | | | — | | | (46,800 | ) |
|
Borrowings under debt facilities | | 15,000 | | | | | | | 15,000 | |
|
Proceeds received from capital contribution | | 7,004 | | | | | | | 7,004 | |
|
Net cash used in by financing activities | | (24,796 | ) | | — | | | — | | | (24,796 | ) |
|
Effect of exchange rate changes on cash | | — | | | (126 | ) | | — | | | (126 | ) |
|
Net change in cash and cash equivalents | | (3,340 | ) | | (11,111 | ) | | — | | | (14,451 | ) |
|
Cash and cash equivalents: | | | | | | | | |
Beginning of period | | 3,764 | | | 22,930 | | | — | | | 26,694 | |
|
End of period | | $ | 424 | | | $ | 11,819 | | | $ | — | | | $ | 12,243 | |
|
|
Supplemental Condensed Consolidating Statement of Cash Flows (unaudited) |
For the Nine Months Ended September 30, 2013 |
|
|
| | | | | | | | | | | | | | | | |
(in thousands) | | Issuer / | | Non-guarantor | | Eliminations | | Consolidated |
Guarantor | Subsidiaries |
Subsidiaries | |
Operating activities: | | | | | | | | |
Net cash provided by operating activities | | $ | 47,758 | | | $ | (32,361 | ) | | $ | — | | | $ | 15,397 | |
|
Investing activities: | | | | | | | | |
Cash paid for acquisitions, net of cash acquired | | (135,163 | ) | | (6,901 | ) | | — | | | (142,064 | ) |
|
Purchases of property and equipment | | (7,981 | ) | | (972 | ) | | — | | | (8,953 | ) |
|
Purchase of investment | | $ | — | | | $ | (1,852 | ) | | $ | — | | | $ | (1,852 | ) |
|
Net cash used in investing activities | | (143,144 | ) | | (9,725 | ) | | — | | | (152,869 | ) |
|
Financing activities: | | | | | | | | |
Repayment of borrowings | | (16,100 | ) | | — | | | — | | | (16,100 | ) |
|
Borrowings under debt facilities | | 110,000 | | | — | | | — | | | 110,000 | |
|
Debt issuance costs in connection with borrowings | | (5,538 | ) | | | | | | | | (5,538 | ) |
|
Net cash provided by financing activities | | 88,362 | | | — | | | — | | | 88,362 | |
|
Effect of exchange rate changes on cash | | — | | | (1,034 | ) | | — | | | (1,034 | ) |
|
Net change in cash and cash equivalents | | (7,024 | ) | | (43,120 | ) | | — | | | (50,144 | ) |
|
Cash and cash equivalents: | | | | | | | | |
Beginning of period | | 11,093 | | | 69,745 | | | — | | | 80,838 | |
|
End of period | | $ | 4,069 | | | $ | 26,625 | | | $ | — | | | $ | 30,694 | |
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