Supplemental Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information |
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of March 31, 2015, the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Canada Inc and Hi-Crush Canada Distribution Corp., which are our 100% owned subsidiaries, and Augusta, of which we own 98.0% of the common equity interests. |
As of March 31, 2015, the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of March 31, 2015, none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. |
For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information. |
Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated. |
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Condensed Consolidating Balance Sheet |
As of March 31, 2015 |
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| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | $ | 622 | | | $ | 2,846 | | | $ | 1,445 | | | $ | — | | | $ | 4,913 | |
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Restricted cash | — | | | 691 | | | — | | | — | | | 691 | |
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Accounts receivable | — | | | 55,783 | | | 7,328 | | | — | | | 63,111 | |
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Intercompany receivables | 69,128 | | | 132,201 | | | — | | | (201,329 | ) | | — | |
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Inventories | — | | | 17,883 | | | 4,472 | | | (2,215 | ) | | 20,140 | |
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Prepaid expenses and other current assets | 429 | | | 4,220 | | | 107 | | | — | | | 4,756 | |
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Total current assets | 70,179 | | | 213,624 | | | 13,352 | | | (203,544 | ) | | 93,611 | |
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Property, plant and equipment, net | 21 | | | 147,213 | | | 111,304 | | | — | | | 258,538 | |
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Goodwill and intangible assets, net | — | | | 66,017 | | | — | | | — | | | 66,017 | |
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Investment in consolidated affiliates | 306,925 | | | — | | | 224,250 | | | (531,175 | ) | | — | |
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Other assets | 7,183 | | | 5,298 | | | — | | | — | | | 12,481 | |
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Total assets | $ | 384,308 | | | $ | 432,152 | | | $ | 348,906 | | | $ | (734,719 | ) | | $ | 430,647 | |
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Liabilities, Equity and Non-Controlling Interest | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 490 | | | $ | 14,150 | | | $ | 3,413 | | | $ | — | | | $ | 18,053 | |
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Accrued and other current liabilities | 508 | | | 4,030 | | | 6,338 | | | — | | | 10,876 | |
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Intercompany payables | — | | | — | | | 201,329 | | | (201,329 | ) | | — | |
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Due to sponsor | 204 | | | 4,678 | | | 593 | | | — | | | 5,475 | |
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Current portion of long-term debt | 2,000 | | | — | | | — | | | — | | | 2,000 | |
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Total current liabilities | 3,202 | | | 22,858 | | | 211,673 | | | (201,329 | ) | | 36,404 | |
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Long-term debt | 206,759 | | | 3,676 | | | — | | | — | | | 210,435 | |
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Asset retirement obligation | — | | | 1,833 | | | 4,980 | | | — | | | 6,813 | |
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Total liabilities | 209,961 | | | 28,367 | | | 216,653 | | | (201,329 | ) | | 253,652 | |
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Commitments and contingencies | — | | | — | | | — | | | — | | | — | |
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Equity and Non-Controlling Interest: | | | | | | | | | |
Equity | 174,347 | | | 403,785 | | | 129,605 | | | (533,390 | ) | | 174,347 | |
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Non-controlling interest | — | | | — | | | 2,648 | | | — | | | 2,648 | |
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Total equity and non-controlling interest | 174,347 | | | 403,785 | | | 132,253 | | | (533,390 | ) | | 176,995 | |
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Total liabilities, equity and non-controlling interest | $ | 384,308 | | | $ | 432,152 | | | $ | 348,906 | | | $ | (734,719 | ) | | $ | 430,647 | |
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Condensed Consolidating Balance Sheet |
As of December 31, 2014 |
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| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | $ | 308 | | | $ | 3,490 | | | $ | 848 | | | $ | — | | | $ | 4,646 | |
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Restricted cash | — | | | 691 | | | — | | | — | | | 691 | |
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Accounts receivable | — | | | 71,504 | | | 10,613 | | | — | | | 82,117 | |
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Intercompany receivables | 88,621 | | | 120,401 | | | — | | | (209,022 | ) | | — | |
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Inventories | — | | | 18,828 | | | 6,521 | | | (1,665 | ) | | 23,684 | |
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Prepaid expenses and other current assets | 277 | | | 3,802 | | | 2 | | | — | | | 4,081 | |
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Total current assets | 89,206 | | | 218,716 | | | 17,984 | | | (210,687 | ) | | 115,219 | |
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Property, plant and equipment, net | 23 | | | 136,240 | | | 105,062 | | | — | | | 241,325 | |
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Goodwill and intangible assets, net | — | | | 66,750 | | | — | | | — | | | 66,750 | |
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Investment in consolidated affiliates | 277,343 | | | — | | | 224,250 | | | (501,593 | ) | | — | |
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Other assets | 7,511 | | | 5,315 | | | — | | | — | | | 12,826 | |
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Total assets | $ | 374,083 | | | $ | 427,021 | | | $ | 347,296 | | | $ | (712,280 | ) | | $ | 436,120 | |
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Liabilities, Equity and Non-Controlling Interest | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 151 | | | $ | 21,401 | | | $ | 3,326 | | | $ | — | | | $ | 24,878 | |
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Accrued and other current liabilities | 513 | | | 6,236 | | | 5,499 | | | — | | | 12,248 | |
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Intercompany payables | — | | | — | | | 209,021 | | | (209,021 | ) | | — | |
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Due to sponsor | 769 | | | 11,978 | | | 712 | | | — | | | 13,459 | |
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Current portion of long-term debt | 2,000 | | | — | | | — | | | — | | | 2,000 | |
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Total current liabilities | 3,433 | | | 39,615 | | | 218,558 | | | (209,021 | ) | | 52,585 | |
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Long-term debt | 194,688 | | | 3,676 | | | — | | | — | | | 198,364 | |
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Asset retirement obligation | — | | | 1,799 | | | 4,931 | | | — | | | 6,730 | |
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Total liabilities | 198,121 | | | 45,090 | | | 223,489 | | | (209,021 | ) | | 257,679 | |
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Commitments and contingencies | — | | | — | | | — | | | — | | | — | |
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Equity and Non-Controlling Interest: | | | | | | | | | |
Equity | 175,962 | | | 381,931 | | | 121,328 | | | (503,259 | ) | | 175,962 | |
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Non-controlling interest | — | | | — | | | 2,479 | | | — | | | 2,479 | |
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Total equity and non-controlling interest | 175,962 | | | 381,931 | | | 123,807 | | | (503,259 | ) | | 178,441 | |
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Total liabilities, equity and non-controlling interest | $ | 374,083 | | | $ | 427,021 | | | $ | 347,296 | | | $ | (712,280 | ) | | $ | 436,120 | |
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Condensed Consolidating Statements of Operations |
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| Three Months Ended March 31, 2015 |
| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Revenues | $ | — | | | $ | 94,167 | | | $ | 19,525 | | | $ | (11,581 | ) | | $ | 102,111 | |
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Cost of goods sold (including depreciation, depletion and amortization) | — | | | 69,290 | | | 10,380 | | | (11,031 | ) | | 68,639 | |
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Gross profit | — | | | 24,877 | | | 9,145 | | | (550 | ) | | 33,472 | |
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Operating costs and expenses: | | | | | | | | | |
General and administrative expenses | 2,637 | | | 2,963 | | | 618 | | | — | | | 6,218 | |
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Exploration expense | — | | | — | | | — | | | — | | | — | |
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Accretion of asset retirement obligation | — | | | 34 | | | 49 | | | — | | | 83 | |
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Income from operations | (2,637 | ) | | 21,880 | | | 8,478 | | | (550 | ) | | 27,171 | |
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Other income (expense): | | | | | | | | | |
Earnings from consolidated affiliates | 29,580 | | | — | | | — | | | (29,580 | ) | | — | |
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Interest expense | (3,258 | ) | | (26 | ) | | (33 | ) | | — | | | (3,317 | ) |
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Net income | 23,685 | | | 21,854 | | | 8,445 | | | (30,130 | ) | | 23,854 | |
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Income attributable to non-controlling interest | — | | | — | | | (169 | ) | | — | | | (169 | ) |
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Net income attributable to Hi-Crush Partners LP | $ | 23,685 | | | $ | 21,854 | | | $ | 8,276 | | | $ | (30,130 | ) | | $ | 23,685 | |
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| Three Months Ended March 31, 2014 |
| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Revenues | $ | — | | | $ | 55,828 | | | $ | 17,583 | | | $ | (2,833 | ) | | $ | 70,578 | |
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Cost of goods sold (including depreciation, depletion and amortization) | — | | | 38,322 | | | 9,290 | | | (3,446 | ) | | 44,166 | |
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Gross profit | — | | | 17,506 | | | 8,293 | | | 613 | | | 26,412 | |
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Operating costs and expenses: | | | | | | | | | |
General and administrative expenses | 2,308 | | | 3,283 | | | 834 | | | — | | | 6,425 | |
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Exploration expense | — | | | — | | | — | | | — | | | — | |
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Accretion of asset retirement obligation | — | | | 29 | | | 28 | | | — | | | 57 | |
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Income from operations | (2,308 | ) | | 14,194 | | | 7,431 | | | 613 | | | 19,930 | |
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Other income (expense): | | | | | | | | | |
Earnings from consolidated affiliates | 22,034 | | | — | | | — | | | (22,034 | ) | | — | |
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Interest expense | (1,354 | ) | | (19 | ) | | (37 | ) | | — | | | (1,410 | ) |
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Net income | 18,372 | | | 14,175 | | | 7,394 | | | (21,421 | ) | | 18,520 | |
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Income attributable to non-controlling interest | — | | | — | | | (148 | ) | | — | | | (148 | ) |
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Net income attributable to Hi-Crush Partners LP | $ | 18,372 | | | $ | 14,175 | | | $ | 7,246 | | | $ | (21,421 | ) | | $ | 18,372 | |
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Condensed Consolidating Statements of Cash Flows |
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| Three Months Ended March 31, 2015 |
| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Net cash provided by operating activities | $ | 14,582 | | | $ | 26,383 | | | $ | 14,835 | | | $ | (19,493 | ) | | $ | 36,307 | |
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Investing activities: | | | | | | | | | |
Capital expenditures for property, plant and equipment | — | | | (15,977 | ) | | (5,795 | ) | | — | | | (21,772 | ) |
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Net cash used in investing activities | — | | | (15,977 | ) | | (5,795 | ) | | — | | | (21,772 | ) |
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Financing activities: | | | | | | | | | |
Proceeds from issuance of long-term debt | 25,000 | | | — | | | — | | | — | | | 25,000 | |
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Repayment of long-term debt | (13,000 | ) | | — | | | — | | | — | | | (13,000 | ) |
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Advances to parent, net | — | | | (11,050 | ) | | (8,443 | ) | | 19,493 | | | — | |
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Loan origination costs | (13 | ) | | — | | | — | | | — | | | (13 | ) |
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Distributions paid | (26,255 | ) | | — | | | — | | | — | | | (26,255 | ) |
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Net cash provided by (used in) financing activities | (14,268 | ) | | (11,050 | ) | | (8,443 | ) | | 19,493 | | | (14,268 | ) |
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Net increase (decrease) in cash | 314 | | | (644 | ) | | 597 | | | — | | | 267 | |
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Cash: | | | | | | | | | |
Beginning of period | 308 | | | 3,490 | | | 848 | | | — | | | 4,646 | |
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End of period | $ | 622 | | | $ | 2,846 | | | $ | 1,445 | | | $ | — | | | $ | 4,913 | |
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| Three Months Ended March 31, 2014 |
| Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated |
Net cash provided by operating activities | $ | 16,290 | | | $ | 21,558 | | | $ | 7,896 | | | $ | (23,078 | ) | | $ | 22,666 | |
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Investing activities: | | | | | | | | | |
Capital expenditures for property, plant and equipment | — | | | (1,561 | ) | | (1,916 | ) | | — | | | (3,477 | ) |
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Net cash used in investing activities | — | | | (1,561 | ) | | (1,916 | ) | | — | | | (3,477 | ) |
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Financing activities: | | | | | | | | | |
Repayment of long-term debt | (13,500 | ) | | — | | | — | | | — | | | (13,500 | ) |
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Affiliate financing, net | — | | | — | | | (2,578 | ) | | 2,578 | | | — | |
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Advances to parent, net | — | | | (16,750 | ) | | — | | | 16,750 | | | — | |
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Distributions paid | (14,726 | ) | | — | | | (3,750 | ) | | 3,750 | | | (14,726 | ) |
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Net cash provided by (used in) financing activities | (28,226 | ) | | (16,750 | ) | | (6,328 | ) | | 23,078 | | | (28,226 | ) |
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Net increase (decrease) in cash | (11,936 | ) | | 3,247 | | | (348 | ) | | — | | | (9,037 | ) |
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Cash: | | | | | | | | | |
Beginning of period | 12,056 | | | 3,991 | | | 4,561 | | | — | | | 20,608 | |
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End of period | $ | 120 | | | $ | 7,238 | | | $ | 4,213 | | | $ | — | | | $ | 11,571 | |
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