Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
Condensed Consolidating Financial Information |
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In October 2011, COO issued and sold the 2019 Senior Notes with an aggregate principal amount of $650.0 million (see Note 3). Pursuant to the Indenture governing the 2019 Senior Notes, such notes are fully and unconditionally and jointly and severally guaranteed by all of COO’s material subsidiaries, other than COF, which is a co-issuer of the 2019 Senior Notes. Each of the subsidiary guarantors is 100% owned by COO and there are no material subsidiaries of COO other than the subsidiary guarantors. COF and WWS are minor non-guarantor subsidiaries whose condensed consolidating financial information is included with the subsidiary guarantors. COO has independent assets and operations. There are no significant restrictions on the ability of COO or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan. |
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Set forth below are condensed consolidating financial statements for COO (“Parent”) on a stand-alone, unconsolidated basis, and its combined guarantor subsidiaries as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF MARCH 31, 2014 |
(in thousands) |
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| | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Eliminations | | Consolidated |
Subsidiaries |
Assets: | | | | | | | |
Current Assets: | | | | | | | |
Cash | $ | 3,014 | | | $ | 277 | | | $ | — | | | $ | 3,291 | |
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Accounts receivable | — | | | 68,386 | | | — | | | 68,386 | |
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Affiliate accounts receivable | 692 | | | 314,295 | | | — | | | 314,987 | |
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Inventory | — | | | 47,979 | | | — | | | 47,979 | |
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Deferred income tax asset | 852 | | | 4,027 | | | — | | | 4,879 | |
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Prepaid expenses and other | 673 | | | 16,390 | | | — | | | 17,063 | |
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Total Current Assets | 5,231 | | | 451,354 | | | — | | | 456,585 | |
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Property and Equipment: | | | | | | | |
Property and equipment, at cost | 3,903 | | | 2,279,590 | | | — | | | 2,283,493 | |
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Less: accumulated depreciation | (278 | ) | | (814,270 | ) | | — | | | (814,548 | ) |
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Property and equipment held for sale, net | — | | | 58,302 | | | — | | | 58,302 | |
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Total Property and Equipment, Net | 3,625 | | | 1,523,622 | | | — | | | 1,527,247 | |
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Other Assets: | | | | | | | |
Investments | — | | | 12,405 | | | — | | | 12,405 | |
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Goodwill | — | | | 42,447 | | | — | | | 42,447 | |
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Intangible assets, net | — | | | 6,441 | | | — | | | 6,441 | |
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Deferred financing costs, net | 13,343 | | | — | | | — | | | 13,343 | |
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Other long-term assets | 53,183 | | | 4,622 | | | (53,183 | ) | | 4,622 | |
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Investments in subsidiaries and intercompany advances | 1,592,196 | | | — | | | (1,592,196 | ) | | — | |
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Total Other Assets | 1,658,722 | | | 65,915 | | | (1,645,379 | ) | | 79,258 | |
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Total Assets | $ | 1,667,578 | | | $ | 2,040,891 | | | $ | (1,645,379 | ) | | $ | 2,063,090 | |
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Liabilities and Equity: | | | | | | | |
Current Liabilities: | | | | | | | |
Accounts payable | $ | 1,338 | | | $ | 27,255 | | | $ | — | | | $ | 28,593 | |
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Affiliate accounts payable | 1,452 | | | 41,978 | | | — | | | 43,430 | |
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Other current liabilities | 20,324 | | | 191,404 | | | — | | | 211,728 | |
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Total Current Liabilities | 23,114 | | | 260,637 | | | — | | | 283,751 | |
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Long-Term Liabilities: | | | | | | | |
Deferred income tax liabilities | — | | | 187,112 | | | (53,183 | ) | | 133,929 | |
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Senior notes | 650,000 | | | — | | | — | | | 650,000 | |
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Revolving credit facility | 464,300 | | | — | | | — | | | 464,300 | |
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Other long-term liabilities | 1,529 | | | 946 | | | — | | | 2,475 | |
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Total Long-Term Liabilities | 1,115,829 | | | 188,058 | | | (53,183 | ) | | 1,250,704 | |
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Equity | 528,635 | | | 1,592,196 | | | (1,592,196 | ) | | 528,635 | |
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Total Liabilities and Equity | $ | 1,667,578 | | | $ | 2,040,891 | | | $ | (1,645,379 | ) | | $ | 2,063,090 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF DECEMBER 31, 2013 |
(in thousands) |
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| | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Eliminations | | Consolidated |
Subsidiaries |
Assets: | | | | | | | |
Current Assets: | | | | | | | |
Cash | $ | 1,615 | | | $ | 63 | | | $ | — | | | $ | 1,678 | |
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Accounts receivable | — | | | 62,959 | | | — | | | 62,959 | |
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Affiliate accounts receivable | 1,142 | | | 311,338 | | | — | | | 312,480 | |
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Inventory | — | | | 45,035 | | | — | | | 45,035 | |
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Deferred income tax asset | — | | | 5,318 | | | — | | | 5,318 | |
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Prepaid expenses and other | 851 | | | 19,450 | | | — | | | 20,301 | |
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Total Current Assets | 3,608 | | | 444,163 | | | — | | | 447,771 | |
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Property and Equipment: | | | | | | | |
Property and equipment, at cost | 3,103 | | | 2,238,247 | | | — | | | 2,241,350 | |
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Less: accumulated depreciation | (133 | ) | | (773,149 | ) | | — | | | (773,282 | ) |
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Property and equipment held for sale, net | — | | | 29,408 | | | — | | | 29,408 | |
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Total Property and Equipment, Net | 2,970 | | | 1,494,506 | | | — | | | 1,497,476 | |
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Other Assets: | | | | | | | |
Investments | — | | | 13,236 | | | — | | | 13,236 | |
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Goodwill | — | | | 42,447 | | | — | | | 42,447 | |
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Intangible assets, net | — | | | 7,429 | | | — | | | 7,429 | |
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Deferred financing costs, net | 14,080 | | | — | | | — | | | 14,080 | |
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Other long-term assets | 54,958 | | | 4,454 | | | (54,958 | ) | | 4,454 | |
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Investments in subsidiaries and intercompany advances | 1,542,365 | | | — | | | (1,542,365 | ) | | — | |
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Total Other Assets | 1,611,403 | | | 67,566 | | | (1,597,323 | ) | | 81,646 | |
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Total Assets | $ | 1,617,981 | | | $ | 2,006,235 | | | $ | (1,597,323 | ) | | $ | 2,026,893 | |
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Liabilities and Equity: | | | | | | | |
Current Liabilities: | | | | | | | |
Accounts payable | $ | 2,051 | | | $ | 28,615 | | | $ | — | | | $ | 30,666 | |
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Affiliate accounts payable | 838 | | | 33,362 | | | — | | | 34,200 | |
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Other current liabilities | 11,669 | | | 198,454 | | | — | | | 210,123 | |
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Total Current Liabilities | 14,558 | | | 260,431 | | | — | | | 274,989 | |
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Long-Term Liabilities: | | | | | | | |
Deferred income tax liabilities | — | | | 200,705 | | | (54,958 | ) | | 145,747 | |
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Senior notes | 650,000 | | | — | | | — | | | 650,000 | |
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Revolving credit facility | 405,000 | | | — | | | — | | | 405,000 | |
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Other long-term liabilities | 1,231 | | | 2,734 | | | — | | | 3,965 | |
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Total Long-Term Liabilities | 1,056,231 | | | 203,439 | | | (54,958 | ) | | 1,204,712 | |
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Equity | 547,192 | | | 1,542,365 | | | (1,542,365 | ) | | 547,192 | |
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Total Liabilities and Equity | $ | 1,617,981 | | | $ | 2,006,235 | | | $ | (1,597,323 | ) | | $ | 2,026,893 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
THREE MONTHS ENDED MARCH 31, 2014 |
(in thousands) |
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| | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Eliminations | | Consolidated |
Subsidiaries |
Revenues: | | | | | | | |
Revenues | $ | 1,143 | | | $ | 509,688 | | | $ | (1,121 | ) | | $ | 509,710 | |
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Operating Expenses: | | | | | | | |
Operating costs | 1,912 | | | 409,499 | | | (1,822 | ) | | 409,589 | |
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Depreciation and amortization | 20 | | | 72,445 | | | — | | | 72,465 | |
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General and administrative | 7,259 | | | 13,628 | | | — | | | 20,887 | |
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Gains on sales of property and equipment | — | | | 977 | | | — | | | 977 | |
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Impairments and other | — | | | 19,808 | | | — | | | 19,808 | |
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Total Operating Expenses | 9,191 | | | 516,357 | | | (1,822 | ) | | 523,726 | |
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Operating (Loss) Income | (8,048 | ) | | (6,669 | ) | | 701 | | | (14,016 | ) |
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Other (Expense) Income: | | | | | | | |
Interest expense | (14,692 | ) | | — | | | — | | | (14,692 | ) |
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Loss from equity investees | — | | | (917 | ) | | — | | | (917 | ) |
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Other income | — | | | 371 | | | — | | | 371 | |
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Equity in net loss of subsidiary | (4,387 | ) | | — | | | 4,387 | | | — | |
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Total Other (Expense) Income | (19,079 | ) | | (546 | ) | | 4,387 | | | (15,238 | ) |
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(Loss) Income Before Income Taxes | (27,127 | ) | | (7,215 | ) | | 5,088 | | | (29,254 | ) |
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Income Tax (Benefit) Expense | (8,570 | ) | | (2,393 | ) | | 266 | | | (10,697 | ) |
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Net (Loss) Income | $ | (18,557 | ) | | $ | (4,822 | ) | | $ | 4,822 | | | $ | (18,557 | ) |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
THREE MONTHS ENDED MARCH 31, 2013 |
(in thousands) |
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| | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Eliminations | | Consolidated |
Subsidiaries |
Revenues: | | | | | | | |
Revenues | $ | 1,848 | | | $ | 543,838 | | | $ | (1,799 | ) | | $ | 543,887 | |
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Operating Expenses: | | | | | | | |
Operating costs | 2,427 | | | 414,985 | | | (2,363 | ) | | 415,049 | |
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Depreciation and amortization | — | | | 70,112 | | | — | | | 70,112 | |
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General and administrative | 6,189 | | | 14,302 | | | — | | | 20,491 | |
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Losses on sales of property and equipment | — | | | 374 | | | — | | | 374 | |
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Impairments | — | | | 24 | | | — | | | 24 | |
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Total Operating Expenses | 8,616 | | | 499,797 | | | (2,363 | ) | | 506,050 | |
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Operating (Loss) Income | (6,768 | ) | | 44,041 | | | 564 | | | 37,837 | |
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Other (Expense) Income: | | | | | | | |
Interest expense | (14,010 | ) | | — | | | — | | | (14,010 | ) |
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Loss from equity investees | — | | | (119 | ) | | — | | | (119 | ) |
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Other income | 4 | | | 520 | | | — | | | 524 | |
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Equity in net earnings of subsidiary | 27,226 | | | — | | | (27,226 | ) | | — | |
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Total Other Income (Expense) | 13,220 | | | 401 | | | (27,226 | ) | | (13,605 | ) |
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Income (Loss) Before Income Taxes | 6,452 | | | 44,442 | | | (26,662 | ) | | 24,232 | |
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Income Tax (Benefit) Expense | (7,781 | ) | | 17,780 | | | — | | | 9,999 | |
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Net Income (Loss) | $ | 14,233 | | | $ | 26,662 | | | $ | (26,662 | ) | | $ | 14,233 | |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
THREE MONTHS ENDED MARCH 31, 2014 |
(in thousands) |
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| Parent | | Guarantor | | Eliminations | | Consolidated |
Subsidiaries |
Cash Flows From Operating Activities: | $ | (2,181 | ) | | $ | 56,763 | | | $ | — | | | $ | 54,582 | |
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Cash Flows From Investing Activities: | | | | | | | |
Additions to property and equipment | (800 | ) | | (117,771 | ) | | — | | | (118,571 | ) |
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Proceeds from sale of assets | — | | | 6,375 | | | — | | | 6,375 | |
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Additions to investments and other | (54,920 | ) | | (73 | ) | | 54,920 | | | (73 | ) |
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Cash used in investing activities | (55,720 | ) | | (111,469 | ) | | 54,920 | | | (112,269 | ) |
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Cash Flows From Financing Activities: | | | | | | | |
Contributions from (distributions to) affiliates | — | | | 54,920 | | | (54,920 | ) | | — | |
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Borrowings from revolving credit facility | 281,500 | | | — | | | — | | | 281,500 | |
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Payments on revolving credit facility | (222,200 | ) | | — | | | — | | | (222,200 | ) |
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Net cash provided by financing activities | 59,300 | | | 54,920 | | | (54,920 | ) | | 59,300 | |
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Net increase in cash | 1,399 | | | 214 | | | — | | | 1,613 | |
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Cash, beginning of period | 1,615 | | | 63 | | | — | | | 1,678 | |
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Cash, end of period | $ | 3,014 | | | $ | 277 | | | $ | — | | | $ | 3,291 | |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
THREE MONTHS ENDED MARCH 31, 2013 |
(in thousands) |
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| | | Guarantor | | |
| Parent(a) | | Subsidiaries | | Eliminations | | Consolidated |
Cash Flows From Operating Activities: | $ | 14,102 | | | $ | 95,345 | | | $ | (22,054 | ) | | $ | 87,393 | |
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Cash Flows From Investing Activities: | | | | | | | |
Additions to property and equipment | (2,890 | ) | | (89,606 | ) | | — | | | (92,496 | ) |
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Proceeds from sale of assets | — | | | 29,357 | | | — | | | 29,357 | |
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Other | — | | | (175 | ) | | — | | | (175 | ) |
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Cash used in investing activities | (2,890 | ) | | (60,424 | ) | | — | | | (63,314 | ) |
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Cash Flows From Financing Activities: | | | | | | | |
Contributions from (distributions to) affiliates | — | | | (35,015 | ) | | 22,054 | | | (12,961 | ) |
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Borrowings from revolving credit facility | 237,300 | | | — | | | — | | | 237,300 | |
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Payments on revolving credit facility | (247,900 | ) | | — | | | — | | | (247,900 | ) |
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Net cash used in financing activities | (10,600 | ) | | (35,015 | ) | | 22,054 | | | (23,561 | ) |
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Net increase (decrease) in cash | 612 | | | (94 | ) | | — | | | 518 | |
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Cash, beginning of period | 863 | | | 364 | | | — | | | 1,227 | |
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Cash, end of period | $ | 1,475 | | | $ | 270 | | | $ | — | | | $ | 1,745 | |
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(a) We have revised the Parent column to properly reflect the distributions from Guarantor Subsidiaries as cash flows from operating activities, which were previously presented for the three months ended March 31, 2013 as cash flows from financing activities. We have evaluated this revision and do not consider it material to any previously issued financial statements. |