Supplemental Guarantor Information | 6 Months Ended |
Mar. 31, 2014 |
Supplemental Guarantor Information [Abstract] | ' |
SUPPLEMENTAL GUARANTOR INFORMATION | ' |
SUPPLEMENTAL GUARANTOR INFORMATION |
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All of the Company's senior and convertible senior notes and the unsecured revolving credit facility are fully and unconditionally guaranteed, on a joint and several basis, by substantially all of the Company's homebuilding subsidiaries (collectively, Guarantor Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by the Company. The Company's subsidiaries engaged in the financial services segment and certain other subsidiaries do not guarantee the Company's senior and convertible senior notes and the unsecured revolving credit facility (collectively, Non-Guarantor Subsidiaries). In lieu of providing separate financial statements for the Guarantor Subsidiaries, consolidating condensed financial statements are presented below. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that they are not material to investors. |
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The guarantees by a Guarantor Subsidiary will be automatically and unconditionally released and discharged upon: (1) the sale or other disposition of its common stock whereby it is no longer a subsidiary of the Company; (2) the sale or other disposition of all or substantially all of its assets (other than to the Company or another Guarantor); (3) its merger or consolidation with an entity other than the Company or another Guarantor; or (4) depending on the provisions of the applicable indenture, either (a) its proper designation as an unrestricted subsidiary, (b) its ceasing to guarantee any of the Company's publicly traded debt securities, or (c) its ceasing to guarantee any of the Company's obligations under the revolving credit facility. |
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The Company revised its condensed consolidating statement of cash flows for the six months ended March 31, 2013 to reflect the change in intercompany advances in the D.R. Horton, Inc. column as an investing activity. Such amount was previously labeled net change in intercompany receivables/payables and classified as a financing activity. The revision resulted in an increase in cash provided by financing activities and an increase in cash used in investing activities in the D.R. Horton, Inc. column in the amount of $495.3 million. This revision had no impact on any financial statements or notes, except for the D.R. Horton, Inc. and Eliminations columns of the condensed consolidating statement of cash flows in this Supplemental Guarantor Information note, and the Company determined the revision was not material. As other prior period financial information is presented, the Company will similarly revise the condensed consolidating statements of cash flows in its future filings. |
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During the quarter ended March 31, 2014, the Company identified an error with respect to its condensed consolidating statement of cash flows for the three months ended December 31, 2013. The Company will revise the condensed consolidating statement of cash flows when it is presented as comparative information in the Company’s December 31, 2014 quarterly report. The revision will increase net cash used in operating activities in the D.R. Horton, Inc. column by $32.0 million and decrease intercompany advances and net cash used in investing activities in the D.R. Horton, Inc. column by $32.0 million. The revision will also decrease net cash used in operating activities in the Guarantor Subsidiaries column by $32.0 million and decrease intercompany advances and cash provided by financing activities in the Guarantor Subsidiaries column by $32.0 million. The revision described above corrects the classification of the cash flows related to the purchase of the homebuilding operations of Regent Homes. The error, which the Company determined is not material, had no impact on any financial statements or notes, except for the D.R. Horton, Inc., Guarantor Subsidiaries and Eliminations columns of the condensed consolidating statement of cash flows in the Supplemental Guarantor Information note for the quarter ended December 31, 2013. Such amounts have been appropriately reflected in the condensed consolidating statement of cash flows for the six months ended March 31, 2014. |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Balance Sheet |
March 31, 2014 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
ASSETS | | | | | | | | | | |
Cash and cash equivalents | | $ | 862.8 | | | $ | 63 | | | $ | 25.6 | | | $ | — | | | $ | 951.4 | |
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Restricted cash | | 78.6 | | | 1.2 | | | — | | | — | | | 79.8 | |
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Investments in subsidiaries | | 2,648.40 | | | — | | | — | | | (2,648.4 | ) | | — | |
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Inventories | | 2,444.80 | | | 4,323.20 | | | 15.6 | | | — | | | 6,783.60 | |
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Deferred income taxes | | 199 | | | 370.8 | | | — | | | — | | | 569.8 | |
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Property and equipment, net | | 46.3 | | | 42.7 | | | 34.3 | | | — | | | 123.3 | |
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Other assets | | 143.1 | | | 224.4 | | | 113.7 | | | — | | | 481.2 | |
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Mortgage loans held for sale | | — | | | — | | | 342.5 | | | — | | | 342.5 | |
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Goodwill | | — | | | 41.2 | | | — | | | — | | | 41.2 | |
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Intercompany receivables | | 1,888.90 | | | — | | | — | | | (1,888.9 | ) | | — | |
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Total Assets | | $ | 8,311.90 | | | $ | 5,066.50 | | | $ | 531.7 | | | $ | (4,537.3 | ) | | $ | 9,372.80 | |
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LIABILITIES & EQUITY | | | | | | | | | | |
Accounts payable and other liabilities | | $ | 330.8 | | | $ | 705.7 | | | $ | 124.6 | | | $ | — | | | $ | 1,161.10 | |
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Intercompany payables | | — | | | 1,857.30 | | | 31.6 | | | (1,888.9 | ) | | — | |
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Notes payable | | 3,634.80 | | | 3.5 | | | 223.8 | | | — | | | 3,862.10 | |
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Total Liabilities | | 3,965.60 | | | 2,566.50 | | | 380 | | | (1,888.9 | ) | | 5,023.20 | |
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Total stockholders’ equity | | 4,346.30 | | | 2,500.00 | | | 148.4 | | | (2,648.4 | ) | | 4,346.30 | |
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Noncontrolling interests | | — | | | — | | | 3.3 | | | — | | | 3.3 | |
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Total Equity | | 4,346.30 | | | 2,500.00 | | | 151.7 | | | (2,648.4 | ) | | 4,349.60 | |
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Total Liabilities & Equity | | $ | 8,311.90 | | | $ | 5,066.50 | | | $ | 531.7 | | | $ | (4,537.3 | ) | | $ | 9,372.80 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Balance Sheet |
September 30, 2013 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
ASSETS | | | | | | | | | | |
Cash and cash equivalents | | $ | 871.4 | | | $ | 38.4 | | | $ | 26.7 | | | $ | — | | | $ | 936.5 | |
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Restricted cash | | 76.5 | | | 1.2 | | | 0.1 | | | — | | | 77.8 | |
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Investments in subsidiaries | | 2,477.70 | | | — | | | — | | | (2,477.7 | ) | | — | |
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Inventories | | 2,177.40 | | | 4,002.90 | | | 17.1 | | | — | | | 6,197.40 | |
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Deferred income taxes | | 201.7 | | | 384.9 | | | — | | | — | | | 586.6 | |
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Property and equipment, net | | 41 | | | 34.5 | | | 31.2 | | | — | | | 106.7 | |
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Other assets | | 167 | | | 233.4 | | | 117 | | | — | | | 517.4 | |
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Mortgage loans held for sale | | — | | | — | | | 395.1 | | | — | | | 395.1 | |
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Goodwill | | — | | | 38.9 | | | — | | | — | | | 38.9 | |
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Intercompany receivables | | 1,697.00 | | | — | | | — | | | (1,697.0 | ) | | — | |
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Total Assets | | $ | 7,709.70 | | | $ | 4,734.20 | | | $ | 587.2 | | | $ | (4,174.7 | ) | | $ | 8,856.40 | |
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LIABILITIES & EQUITY | | | | | | | | | | |
Accounts payable and other liabilities | | $ | 383.8 | | | $ | 766.5 | | | $ | 135.7 | | | $ | — | | | $ | 1,286.00 | |
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Intercompany payables | | — | | | 1,664.20 | | | 32.8 | | | (1,697.0 | ) | | — | |
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Notes payable | | 3,267.40 | | | 3 | | | 238.6 | | | — | | | 3,509.00 | |
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Total Liabilities | | 3,651.20 | | | 2,433.70 | | | 407.1 | | | (1,697.0 | ) | | 4,795.00 | |
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Total stockholders’ equity | | 4,058.50 | | | 2,300.50 | | | 177.2 | | | (2,477.7 | ) | | 4,058.50 | |
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Noncontrolling interests | | — | | | — | | | 2.9 | | | — | | | 2.9 | |
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Total Equity | | 4,058.50 | | | 2,300.50 | | | 180.1 | | | (2,477.7 | ) | | 4,061.40 | |
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Total Liabilities & Equity | | $ | 7,709.70 | | | $ | 4,734.20 | | | $ | 587.2 | | | $ | (4,174.7 | ) | | $ | 8,856.40 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Operations |
Three Months Ended March 31, 2014 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
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Homebuilding: | | | | | | | | | | |
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Revenues | | $ | 574.1 | | | $ | 1,119.70 | | | $ | 2.8 | | | $ | — | | | $ | 1,696.60 | |
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Cost of sales | | 453.5 | | | 864 | | | 2.3 | | | — | | | 1,319.80 | |
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Gross profit | | 120.6 | | | 255.7 | | | 0.5 | | | — | | | 376.8 | |
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Selling, general and administrative expense | | 87.9 | | | 97.7 | | | 2.3 | | | — | | | 187.9 | |
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Equity in (income) of subsidiaries | | (169.0 | ) | | — | | | — | | | 169 | | | — | |
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Other (income) | | (0.2 | ) | | (1.1 | ) | | (1.5 | ) | | — | | | (2.8 | ) |
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Homebuilding pre-tax income (loss) | | 201.9 | | | 159.1 | | | (0.3 | ) | | (169.0 | ) | | 191.7 | |
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Financial Services: | | | | | | | | | | |
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Revenues, net of recourse and reinsurance expense | | — | | | — | | | 38.4 | | | — | | | 38.4 | |
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General and administrative expense | | — | | | — | | | 30.2 | | | — | | | 30.2 | |
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Interest and other (income) | | — | | | — | | | (2.0 | ) | | — | | | (2.0 | ) |
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Financial services pre-tax income | | — | | | — | | | 10.2 | | | — | | | 10.2 | |
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Income before income taxes | | 201.9 | | | 159.1 | | | 9.9 | | | (169.0 | ) | | 201.9 | |
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Income tax expense | | 70.9 | | | 55.9 | | | 3.4 | | | (59.3 | ) | | 70.9 | |
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Net income | | $ | 131 | | | $ | 103.2 | | | $ | 6.5 | | | $ | (109.7 | ) | | $ | 131 | |
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Comprehensive income | | $ | 131 | | | $ | 103.5 | | | $ | 6.5 | | | $ | (109.7 | ) | | $ | 131.3 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Operations |
Six Months Ended March 31, 2014 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
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Homebuilding: | | | | | | | | | | |
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Revenues | | $ | 1,126.20 | | | $ | 2,200.00 | | | $ | 6.1 | | | $ | — | | | $ | 3,332.30 | |
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Cost of sales | | 883 | | | 1,704.50 | | | 6 | | | — | | | 2,593.50 | |
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Gross profit | | 243.2 | | | 495.5 | | | 0.1 | | | — | | | 738.8 | |
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Selling, general and administrative expense | | 176.9 | | | 190.2 | | | 4.2 | | | — | | | 371.3 | |
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Equity in (income) of subsidiaries | | (324.6 | ) | | — | | | — | | | 324.6 | | | — | |
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Other (income) | | (0.7 | ) | | (2.0 | ) | | (3.4 | ) | | — | | | (6.1 | ) |
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Homebuilding pre-tax income (loss) | | 391.6 | | | 307.3 | | | (0.7 | ) | | (324.6 | ) | | 373.6 | |
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Financial Services: | | | | | | | | | | |
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Revenues, net of recourse and reinsurance expense | | — | | | — | | | 73.3 | | | — | | | 73.3 | |
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General and administrative expense | | — | | | — | | | 60 | | | — | | | 60 | |
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Interest and other (income) | | — | | | — | | | (4.7 | ) | | — | | | (4.7 | ) |
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Financial services pre-tax income | | — | | | — | | | 18 | | | — | | | 18 | |
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Income before income taxes | | 391.6 | | | 307.3 | | | 17.3 | | | (324.6 | ) | | 391.6 | |
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Income tax expense | | 137.5 | | | 107.9 | | | 6 | | | (113.9 | ) | | 137.5 | |
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Net income | | $ | 254.1 | | | $ | 199.4 | | | $ | 11.3 | | | $ | (210.7 | ) | | $ | 254.1 | |
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Comprehensive income | | $ | 254.1 | | | $ | 199.7 | | | $ | 11.3 | | | $ | (210.7 | ) | | $ | 254.4 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Operations |
Three Months Ended March 31, 2013 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
Homebuilding: | | | | | | | | | | |
Revenues | | $ | 441.2 | | | $ | 947.2 | | | $ | 2 | | | $ | — | | | $ | 1,390.40 | |
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Cost of sales | | 354.7 | | | 756 | | | (1.5 | ) | | — | | | 1,109.20 | |
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Gross profit | | 86.5 | | | 191.2 | | | 3.5 | | | — | | | 281.2 | |
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Selling, general and administrative expense | | 75.4 | | | 78.2 | | | 1.5 | | | — | | | 155.1 | |
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Equity in (income) of subsidiaries | | (132.3 | ) | | — | | | — | | | 132.3 | | | — | |
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Interest expense | | 1.9 | | | — | | | — | | | — | | | 1.9 | |
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Other (income) | | (0.6 | ) | | (1.0 | ) | | (1.6 | ) | | — | | | (3.2 | ) |
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Homebuilding pre-tax income | | 142.1 | | | 114 | | | 3.6 | | | (132.3 | ) | | 127.4 | |
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Financial Services: | | | | | | | | | | |
Revenues, net of recourse and reinsurance expense | | — | | | — | | | 41.2 | | | — | | | 41.2 | |
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General and administrative expense | | — | | | — | | | 28 | | | — | | | 28 | |
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Interest and other (income) | | — | | | — | | | (1.5 | ) | | — | | | (1.5 | ) |
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Financial services pre-tax income | | — | | | — | | | 14.7 | | | — | | | 14.7 | |
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Income before income taxes | | 142.1 | | | 114 | | | 18.3 | | | (132.3 | ) | | 142.1 | |
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Income tax expense | | 31.1 | | | 20.8 | | | 0.8 | | | (21.6 | ) | | 31.1 | |
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Net income | | $ | 111 | | | $ | 93.2 | | | $ | 17.5 | | | $ | (110.7 | ) | | $ | 111 | |
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Comprehensive income | | $ | 111 | | | $ | 93.2 | | | $ | 17.5 | | | $ | (110.7 | ) | | $ | 111 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Operations |
Six Months Ended March 31, 2013 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
Homebuilding: | | | | | | | | | | |
Revenues | | $ | 847.5 | | | $ | 1,770.60 | | | $ | 5.4 | | | $ | — | | | $ | 2,623.50 | |
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Cost of sales | | 681.7 | | | 1,421.70 | | | 8.1 | | | — | | | 2,111.50 | |
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Gross profit (loss) | | 165.8 | | | 348.9 | | | (2.7 | ) | | — | | | 512 | |
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Selling, general and administrative expense | | 139.4 | | | 153.3 | | | 3.1 | | | — | | | 295.8 | |
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Equity in (income) of subsidiaries | | (227.2 | ) | | — | | | — | | | 227.2 | | | — | |
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Interest expense | | 5.1 | | | — | | | — | | | — | | | 5.1 | |
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Other (income) | | (1.5 | ) | | (2.2 | ) | | (2.8 | ) | | — | | | (6.5 | ) |
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Homebuilding pre-tax income (loss) | | 250 | | | 197.8 | | | (3.0 | ) | | (227.2 | ) | | 217.6 | |
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Financial Services: | | | | | | | | | | |
Revenues, net of recourse and reinsurance expense | | — | | | — | | | 83 | | | — | | | 83 | |
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General and administrative expense | | — | | | — | | | 53.6 | | | — | | | 53.6 | |
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Interest and other (income) | | — | | | — | | | (3.0 | ) | | — | | | (3.0 | ) |
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Financial services pre-tax income | | — | | | — | | | 32.4 | | | — | | | 32.4 | |
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Income before income taxes | | 250 | | | 197.8 | | | 29.4 | | | (227.2 | ) | | 250 | |
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Income tax expense | | 72.7 | | | 47.6 | | | 2.3 | | | (49.9 | ) | | 72.7 | |
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Net income | | $ | 177.3 | | | $ | 150.2 | | | $ | 27.1 | | | $ | (177.3 | ) | | $ | 177.3 | |
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Comprehensive income | | $ | 177.1 | | | $ | 150.2 | | | $ | 27.1 | | | $ | (177.3 | ) | | $ | 177.1 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Cash Flows |
Six Months Ended March 31, 2014 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
OPERATING ACTIVITIES | | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | (169.9 | ) | | $ | (118.9 | ) | | $ | 61.9 | | | $ | (40.0 | ) | | $ | (266.9 | ) |
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INVESTING ACTIVITIES | | | | | | | | | | |
Purchases of property and equipment | | (12.3 | ) | | (15.1 | ) | | (5.4 | ) | | — | | | (32.8 | ) |
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(Increase) decrease in restricted cash | | (2.1 | ) | | — | | | 0.1 | | | — | | | (2.0 | ) |
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Net principal increase of other mortgage loans and real estate owned | | — | | | — | | | (1.7 | ) | | — | | | (1.7 | ) |
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Intercompany advances | | (157.4 | ) | | — | | | — | | | 157.4 | | | — | |
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Payments related to acquisition of a business | | (34.5 | ) | | — | | | — | | | — | | | (34.5 | ) |
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Net cash used in investing activities | | (206.3 | ) | | (15.1 | ) | | (7.0 | ) | | 157.4 | | | (71.0 | ) |
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FINANCING ACTIVITIES | | | | | | | | | | |
Proceeds from notes payable | | 497 | | | — | | | — | | | — | | | 497 | |
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Repayment of notes payable | | (148.8 | ) | | — | | | (14.8 | ) | | — | | | (163.6 | ) |
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Intercompany advances | | — | | | 158.6 | | | (1.2 | ) | | (157.4 | ) | | — | |
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Proceeds from stock associated with certain employee benefit plans | | 29.6 | | | — | | | — | | | — | | | 29.6 | |
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Excess income tax benefit from employee stock awards | | 1.9 | | | — | | | — | | | — | | | 1.9 | |
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Cash dividends paid | | (12.1 | ) | | — | | | (40.0 | ) | | 40 | | | (12.1 | ) |
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Net cash provided by (used in) financing activities | | 367.6 | | | 158.6 | | | (56.0 | ) | | (117.4 | ) | | 352.8 | |
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(Decrease) increase in cash and cash equivalents | | (8.6 | ) | | 24.6 | | | (1.1 | ) | | — | | | 14.9 | |
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Cash and cash equivalents at beginning of period | | 871.4 | | | 38.4 | | | 26.7 | | | — | | | 936.5 | |
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Cash and cash equivalents at end of period | | $ | 862.8 | | | $ | 63 | | | $ | 25.6 | | | $ | — | | | $ | 951.4 | |
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NOTE N – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued) |
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Consolidating Statement of Cash Flows |
Six Months Ended March 31, 2013 |
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| | D.R. | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Horton, Inc. | Subsidiaries | Subsidiaries |
| | (In millions) |
OPERATING ACTIVITIES | | | | | | | | | | |
Net cash used in operating activities | | $ | (310.0 | ) | | $ | (484.2 | ) | | $ | (16.1 | ) | | $ | (30.0 | ) | | $ | (840.3 | ) |
INVESTING ACTIVITIES | | | | | | | | | | |
Purchases of property and equipment | | (12.9 | ) | | (4.8 | ) | | (7.6 | ) | | — | | | (25.3 | ) |
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Purchases of marketable securities | | (28.9 | ) | | — | | | — | | | — | | | (28.9 | ) |
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Proceeds from the sale or maturity of marketable securities | | 325.4 | | | — | | | — | | | — | | | 325.4 | |
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Increase in restricted cash | | (4.7 | ) | | (0.5 | ) | | — | | | — | | | (5.2 | ) |
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Purchase of debt securities collateralized by residential real estate | | (18.6 | ) | | — | | | — | | | — | | | (18.6 | ) |
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Intercompany advances | | (495.3 | ) | | — | | | — | | | 495.3 | | | — | |
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Payments related to acquisition of a business | | (9.4 | ) | | — | | | — | | | — | | | (9.4 | ) |
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Net cash (used in) provided by investing activities | | (244.4 | ) | | (5.3 | ) | | (7.6 | ) | | 495.3 | | | 238 | |
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FINANCING ACTIVITIES | | | | | | | | | | |
Proceeds from notes payable | | 860 | | | — | | | 58 | | | — | | | 918 | |
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Repayment of notes payable | | (170.4 | ) | | — | | | — | | | — | | | (170.4 | ) |
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Intercompany advances | | — | | | 497.5 | | | (2.2 | ) | | (495.3 | ) | | — | |
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Proceeds from stock associated with certain employee benefit plans | | 17.7 | | | — | | | — | | | — | | | 17.7 | |
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Cash dividends paid | | (60.2 | ) | | — | | | (30.0 | ) | | 30 | | | (60.2 | ) |
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Net cash provided by financing activities | | 647.1 | | | 497.5 | | | 25.8 | | | (465.3 | ) | | 705.1 | |
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Increase in cash and cash equivalents | | 92.7 | | | 8 | | | 2.1 | | | — | | | 102.8 | |
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Cash and cash equivalents at beginning of period | | 968.9 | | | 56.3 | | | 22.5 | | | — | | | 1,047.70 | |
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Cash and cash equivalents at end of period | | $ | 1,061.60 | | | $ | 64.3 | | | $ | 24.6 | | | $ | — | | | $ | 1,150.50 | |
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