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Supplemental Consolidating Financial Statements | 6 Months Ended
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Jan. 24, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
Supplemental Consolidating Financial Statements | Supplemental Consolidating Financial Statements On January 24, 2015 and July 26, 2014, Dycom Investments, Inc. (the "Issuer") had outstanding an aggregate principal amount of $277.5 million of 2021 Notes. The 2021 Notes are guaranteed by Dycom Industries, Inc. (the "Parent") and substantially all of the Company's subsidiaries. Each guarantor and non-guarantor subsidiary is 100% owned, directly or indirectly, by the Issuer and the Parent. The 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. The Indenture contains certain release provisions for the guarantor subsidiaries and the Parent. With respect to the guarantor subsidiaries, these provisions include release upon (i) the sale or other disposition of all or substantially all of the assets of a guarantor or a sale or other disposition of all of the capital stock of a guarantor, in each case, to a person that is not the Issuer, the Parent or a restricted subsidiary of the Parent, (ii) the designation of a restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) the legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, and (iv) the release of a guarantor of its guarantee of any credit facility. The Parent may not be released from its guarantee under any circumstances, except in the event of legal or covenant defeasance of the Notes or of satisfaction and discharge of the Indenture or pursuant to a provision of the Indenture which limits the Parent’s liability under its guarantee in order to prevent a fraudulent conveyance. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to Issuer or Parent, within the meaning of Rule 3-10 of Regulation S-X. The following consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the Issuer, (iii) the guarantor subsidiaries on a combined basis, (iv) other non-guarantor subsidiaries on a combined basis, (v) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (vi) the Company on a consolidated basis. The consolidating financial statements are presented in accordance with the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. Intercompany charges (income) between the Parent and subsidiaries are recognized in the consolidating financial statements during the period incurred and the settlement of intercompany balances is reflected in the consolidating statement of cash flows based on the nature of the underlying transactions.
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) JANUARY 24, 2015
| Parent |  | Issuer |  | Subsidiary Guarantors |  | Non- Guarantor Subsidiaries |  | Eliminations and Reclassifications |  | Dycom Consolidated
| (Dollars in thousands)
ASSETS
Current Assets: |  |  |  |  |  |  |  |  |  |  |
Cash and equivalents | $ | — |  |  | $ | — |  |  | $ | 17,080 |  |  | $ | 1,348 |  |  | $ | — |  |  | $ | 18,428 |
Accounts receivable, net | — |  |  | — |  |  | 265,297 |  |  | 1,989 |  |  | — |  |  | 267,286 |
Costs and estimated earnings in excess of billings | — |  |  | — |  |  | 210,921 |  |  | 1,393 |  |  | — |  |  | 212,314 |
Inventories | — |  |  | — |  |  | 43,768 |  |  | — |  |  | — |  |  | 43,768 |
Deferred tax assets, net | 3,602 |  |  | — |  |  | 15,228 |  |  | 71 |  |  | (169 | ) |  | 18,732 |
Other current assets | 17,012 |  |  | 42 |  |  | 6,503 |  |  | 280 |  |  | — |  |  | 23,837 |
Total current assets | 20,614 |  |  | 42 |  |  | 558,797 |  |  | 5,081 |  |  | (169 | ) |  | 584,365 |
Property and equipment, net | 18,678 |  |  | — |  |  | 170,150 |  |  | 18,320 |  |  | — |  |  | 207,148 |
Goodwill | — |  |  | — |  |  | 269,465 |  |  | — |  |  | — |  |  | 269,465 |
Intangible assets, net | — |  |  | — |  |  | 113,596 |  |  | 577 |  |  | — |  |  | 114,173 |
Deferred tax assets, net non-current | 705 |  |  | — |  |  | 3,618 |  |  | — |  |  | (4,323 | ) |  | — |
Investment in subsidiaries | 839,856 |  |  | 1,595,469 |  |  | 1,566 |  |  | — |  |  | (2,436,891 | ) |  | — |
Intercompany receivables | — |  |  | — |  |  | 708,222 |  |  | — |  |  | (708,222 | ) |  | — |
Other | 10,625 |  |  | 5,295 |  |  | 2,315 |  |  | 147 |  |  | — |  |  | 18,382 |
Total non-current assets | 869,864 |  |  | 1,600,764 |  |  | 1,268,932 |  |  | 19,044 |  |  | (3,149,436 | ) |  | 609,168 |
Total assets | $ | 890,478 |  |  | $ | 1,600,806 |  |  | $ | 1,827,729 |  |  | $ | 24,125 |  |  | $ | (3,149,605 | ) |  | $ | 1,193,533 |
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities: |  |  |  |  |  |  |  |  |  |  |
Accounts payable | $ | 977 |  |  | $ | — |  |  | $ | 49,926 |  |  | $ | 1,211 |  |  | $ | — |  |  | $ | 52,114 |
Current portion of debt | 12,500 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 12,500 |
Billings in excess of costs and estimated earnings | — |  |  | — |  |  | 16,422 |  |  | — |  |  | — |  |  | 16,422 |
Accrued insurance claims | 162 |  |  | — |  |  | 33,973 |  |  | 50 |  |  | — |  |  | 34,185 |
Deferred tax liabilities | — |  |  | 80 |  |  | 36 |  |  | 53 |  |  | (169 | ) |  | — |
Other accrued liabilities | 8,203 |  |  | 532 |  |  | 52,752 |  |  | 1,504 |  |  | — |  |  | 62,991 |
Total current liabilities | 21,842 |  |  | 612 |  |  | 153,109 |  |  | 2,818 |  |  | (169 | ) |  | 178,212 |
Long-term debt | 140,875 |  |  | 280,543 |  |  | — |  |  | — |  |  | — |  |  | 421,418 |
Accrued insurance claims | 86 |  |  | — |  |  | 38,215 |  |  | 47 |  |  | — |  |  | 38,348 |
Deferred tax liabilities, net non-current | — |  |  | 432 |  |  | 48,312 |  |  | 1,175 |  |  | (4,323 | ) |  | 45,596 |
Intercompany payables | 219,607 |  |  | 479,363 |  |  | — |  |  | 9,252 |  |  | (708,222 | ) |  | — |
Other liabilities | 3,160 |  |  | — |  |  | 1,887 |  |  | 4 |  |  | — |  |  | 5,051 |
Total liabilities | 385,570 |  |  | 760,950 |  |  | 241,523 |  |  | 13,296 |  |  | (712,714 | ) |  | 688,625 |
Total stockholders' equity | 504,908 |  |  | 839,856 |  |  | 1,586,206 |  |  | 10,829 |  |  | (2,436,891 | ) |  | 504,908 |
Total liabilities and stockholders' equity | $ | 890,478 |  |  | $ | 1,600,806 |  |  | $ | 1,827,729 |  |  | $ | 24,125 |  |  | $ | (3,149,605 | ) |  | $ | 1,193,533 |
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET JULY 26, 2014
| Parent |  | Issuer |  | Subsidiary Guarantors |  | Non- Guarantor Subsidiaries |  | Eliminations and Reclassifications |  | Dycom Consolidated
| (Dollars in thousands)
ASSETS
Current Assets: |  |  |  |  |  |  |  |  |  |  |
Cash and equivalents | $ | — |  |  | $ | — |  |  | $ | 19,739 |  |  | $ | 933 |  |  | $ | — |  |  | $ | 20,672 |
Accounts receivable, net | — |  |  | — |  |  | 269,760 |  |  | 2,981 |  |  | — |  |  | 272,741 |
Costs and estimated earnings in excess of billings | — |  |  | — |  |  | 228,541 |  |  | 2,028 |  |  | — |  |  | 230,569 |
Inventories | — |  |  | — |  |  | 49,095 |  |  | — |  |  | — |  |  | 49,095 |
Deferred tax assets, net | 3,822 |  |  | — |  |  | 16,193 |  |  | 87 |  |  | (170 | ) |  | 19,932 |
Other current assets | 4,956 |  |  | 16 |  |  | 7,237 |  |  | 518 |  |  | — |  |  | 12,727 |
Total current assets | 8,778 |  |  | 16 |  |  | 590,565 |  |  | 6,547 |  |  | (170 | ) |  | 605,736 |
Property and equipment, net | 18,108 |  |  | — |  |  | 171,158 |  |  | 16,147 |  |  | — |  |  | 205,413 |
Goodwill | — |  |  | — |  |  | 269,088 |  |  | — |  |  | — |  |  | 269,088 |
Intangible assets, net | — |  |  | — |  |  | 115,483 |  |  | 633 |  |  | — |  |  | 116,116 |
Deferred tax assets, net non-current | 182 |  |  | — |  |  | 3,884 |  |  | 15 |  |  | (4,081 | ) |  | — |
Investment in subsidiaries | 809,617 |  |  | 1,540,338 |  |  | 1,621 |  |  | — |  |  | (2,351,576 | ) |  | — |
Intercompany receivables | — |  |  | — |  |  | 628,443 |  |  | — |  |  | (628,443 | ) |  |  |
Other | 7,748 |  |  | 5,636 |  |  | 2,466 |  |  | 151 |  |  | — |  |  | 16,001 |
Total non-current assets | 835,655 |  |  | 1,545,974 |  |  | 1,192,143 |  |  | 16,946 |  |  | (2,984,100 | ) |  | 606,618 |
Total assets | $ | 844,433 |  |  | $ | 1,545,990 |  |  | $ | 1,782,708 |  |  | $ | 23,493 |  |  | $ | (2,984,270 | ) |  | $ | 1,212,354 |
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable | $ | 3,083 |  |  | $ | — |  |  | $ | 58,970 |  |  | $ | 1,265 |  |  | $ | — |  |  | $ | 63,318 |
Current portion of debt | 10,938 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 10,938 |
Billings in excess of costs and estimated earnings | — |  |  | — |  |  | 13,882 |  |  | — |  |  | — |  |  | 13,882 |
Accrued insurance claims | 612 |  |  | — |  |  | 31,599 |  |  | 49 |  |  | — |  |  | 32,260 |
Deferred tax liabilities | — |  |  | 80 |  |  | 66 |  |  | 24 |  |  | (170 | ) |  | — |
Other accrued liabilities | 12,668 |  |  | 566 |  |  | 61,284 |  |  | 1,616 |  |  | — |  |  | 76,134 |
Total current liabilities | 27,301 |  |  | 646 |  |  | 165,801 |  |  | 2,954 |  |  | (170 | ) |  | 196,532 |
Long-term debt | 166,125 |  |  | 280,738 |  |  | — |  |  | — |  |  | — |  |  | 446,863 |
Accrued insurance claims | 778 |  |  | — |  |  | 32,959 |  |  | 45 |  |  | — |  |  | 33,782 |
Deferred tax liabilities, net non-current | — |  |  | 432 |  |  | 48,593 |  |  | 417 |  |  | (4,081 | ) |  | 45,361 |
Intercompany payables | 162,127 |  |  | 454,557 |  |  | — |  |  | 11,759 |  |  | (628,443 | ) |  | — |
Other liabilities | 3,168 |  |  | — |  |  | 1,711 |  |  | 3 |  |  | — |  |  | 4,882 |
Total liabilities | 359,499 |  |  | 736,373 |  |  | 249,064 |  |  | 15,178 |  |  | (632,694 | ) |  | 727,420 |
Total stockholders' equity | 484,934 |  |  | 809,617 |  |  | 1,533,644 |  |  | 8,315 |  |  | (2,351,576 | ) |  | 484,934 |
Total liabilities and stockholders' equity | $ | 844,433 |  |  | $ | 1,545,990 |  |  | $ | 1,782,708 |  |  | $ | 23,493 |  |  | $ | (2,984,270 | ) |  | $ | 1,212,354 |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED JANUARY 25, 2014 (Dollars in thousands)
| Parent |  | Issuer |  | Subsidiary Guarantors |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Dycom Consolidated
Contract revenues | $ | — |  |  | $ | — |  |  | $ | 388,402 |  |  | $ | 2,116 |  |  | $ | — |  |  | $ | 390,518 |
Costs of earned revenues, excluding depreciation and amortization | — |  |  | — |  |  | 325,678 |  |  | 1,675 |  |  | — |  |  | 327,353 |
General and administrative | 10,284 |  |  | 215 |  |  | 25,322 |  |  | 2,741 |  |  | — |  |  | 38,562 |
Depreciation and amortization | 1,039 |  |  | — |  |  | 21,230 |  |  | 1,166 |  |  | — |  |  | 23,435 |
Intercompany charges (income), net | (13,130 | ) |  | — |  |  | 13,271 |  |  | (141 | ) |  | — |  |  | — |
Interest expense, net | (1,807 | ) |  | (4,994 | ) |  | 1 |  |  | — |  |  | — |  |  | (6,800 | )
Other income (expense), net | — |  |  | — |  |  | 630 |  |  | (35 | ) |  | — |  |  | 595 |
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries | — |  |  | (5,209 | ) |  | 3,532 |  |  | (3,360 | ) |  | — |  |  | (5,037 | )
Provision (benefit) for income taxes | — |  |  | (2,102 | ) |  | 1,485 |  |  | (1,353 | ) |  | — |  |  | (1,970 | )
Net income (loss) before equity in earnings (loss) of subsidiaries | — |  |  | (3,107 | ) |  | 2,047 |  |  | (2,007 | ) |  | — |  |  | (3,067 | )
Equity in earnings (loss) of subsidiaries | (3,067 | ) |  | 40 |  |  | — |  |  | — |  |  | 3,027 |  |  | — |
Net income (loss) | $ | (3,067 | ) |  | $ | (3,067 | ) |  | $ | 2,047 |  |  | $ | (2,007 | ) |  | $ | 3,027 |  |  | $ | (3,067 | )
Foreign currency translation loss, net of tax | (226 | ) |  | (226 | ) |  | — |  |  | (226 | ) |  | 452 |  |  | (226 | )
Comprehensive income (loss) | $ | (3,293 | ) |  | $ | (3,293 | ) |  | $ | 2,047 |  |  | $ | (2,233 | ) |  | $ | 3,479 |  |  | $ | (3,293 | )
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 24, 2015 (Dollars in thousands)
| Parent |  | Issuer |  | Subsidiary Guarantors |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Dycom Consolidated
Contract revenues | $ | — |  |  | $ | — |  |  | $ | 943,659 |  |  | $ | 7,811 |  |  | $ | — |  |  | $ | 951,470 |
Costs of earned revenues, excluding depreciation and amortization | — |  |  | — |  |  | 753,274 |  |  | 5,624 |  |  | — |  |  | 758,898 |
General and administrative | 24,807 |  |  | 239 |  |  | 54,671 |  |  | 6,794 |  |  | — |  |  | 86,511 |
Depreciation and amortization | 2,543 |  |  | — |  |  | 41,370 |  |  | 2,280 |  |  | — |  |  | 46,193 |
Intercompany charges (income), net | (30,831 | ) |  | — |  |  | 31,923 |  |  | (1,092 | ) |  | — |  |  | — |
Interest expense, net | (3,481 | ) |  | (9,999 | ) |  | — |  |  | — |  |  | — |  |  | (13,480 | )
Other income (expense), net | — |  |  | — |  |  | 3,694 |  |  | (164 | ) |  | — |  |  | 3,530 |
Income (loss) before income taxes and equity in earnings of subsidiaries | — |  |  | (10,238 | ) |  | 66,115 |  |  | (5,959 | ) |  | — |  |  | 49,918 |
Provision (benefit) for income taxes: | — |  |  | (4,036 | ) |  | 26,064 |  |  | (2,349 | ) |  | — |  |  | 19,679 |
Net income (loss) before equity in earnings (loss) of subsidiaries | — |  |  | (6,202 | ) |  | 40,051 |  |  | (3,610 | ) |  | — |  |  | 30,239 |
Equity in earnings (loss) of subsidiaries | 30,239 |  |  | 36,441 |  |  | (256 | ) |  | — |  |  | (66,424 | ) |  | — |
Net income (loss) | $ | 30,239 |  |  | $ | 30,239 |  |  | $ | 39,795 |  |  | $ | (3,610 | ) |  | $ | (66,424 | ) |  | $ | 30,239 |
Foreign currency translation loss, net of tax | (726 | ) |  | (726 | ) |  | — |  |  | (726 | ) |  | 1,452 |  |  | (726 | )
Comprehensive income (loss) | $ | 29,513 |  |  | $ | 29,513 |  |  | $ | 39,795 |  |  | $ | (4,336 | ) |  | $ | (64,972 | ) |  | $ | 29,513 |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014 (Dollars in thousands)
| Parent |  | Issuer |  | Subsidiary Guarantors |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Dycom Consolidated
Contract revenues | $ | — |  |  | $ | — |  |  | $ | 897,832 |  |  | $ | 5,406 |  |  | $ | — |  |  | $ | 903,238 |
Costs of earned revenues, excluding depreciation and amortization | — |  |  | — |  |  | 733,373 |  |  | 4,099 |  |  | — |  |  | 737,472 |
General and administrative | 21,520 |  |  | 441 |  |  | 54,266 |  |  | 5,410 |  |  | — |  |  | 81,637 |
Depreciation and amortization | 1,893 |  |  | — |  |  | 42,851 |  |  | 2,243 |  |  | — |  |  | 46,987 |
Intercompany charges (income), net | (27,106 | ) |  | — |  |  | 27,380 |  |  | (274 | ) |  | — |  |  | — |
Interest expense, net | (3,696 | ) |  | (9,988 | ) |  | (2 | ) |  | — |  |  | — |  |  | (13,686 | )
Other income, net | 3 |  |  | — |  |  | 2,575 |  |  | 29 |  |  | — |  |  | 2,607 |
Income (loss) before income taxes and equity in earnings of subsidiaries | — |  |  | (10,429 | ) |  | 42,535 |  |  | (6,043 | ) |  | — |  |  | 26,063 |
Provision (benefit) for income taxes | — |  |  | (4,189 | ) |  | 17,085 |  |  | (2,426 | ) |  | — |  |  | 10,470 |
Net income (loss) before equity in earnings of subsidiaries | — |  |  | (6,240 | ) |  | 25,450 |  |  | (3,617 | ) |  | — |  |  | 15,593 |
Equity in earnings of subsidiaries | 15,593 |  |  | 21,833 |  |  | — |  |  | — |  |  | (37,426 | ) |  | — |
Net income (loss) | $ | 15,593 |  |  | $ | 15,593 |  |  | $ | 25,450 |  |  | $ | (3,617 | ) |  | $ | (37,426 | ) |  | $ | 15,593 |
Foreign currency translation loss, net of tax | (286 | ) |  | (286 | ) |  | — |  |  | (286 | ) |  | 572 |  |  | (286 | )
Comprehensive income (loss) | $ | 15,307 |  |  | $ | 15,307 |  |  | $ | 25,450 |  |  | $ | (3,903 | ) |  | $ | (36,854 | ) |  | $ | 15,307 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 24, 2015 (Dollars in thousands)
| Parent |  | Issuer |  | Subsidiary Guarantor |  | Non-Guarantor Subsidiaries |  | Elim-inations |  | Dycom Consolidated
Net cash provided by (used in) operating activities | $ | (8,331 | ) |  | $ | (6,115 | ) |  | $ | 96,931 |  |  | $ | 770 |  |  | $ | — |  |  | $ | 83,255 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash paid for acquisitions, net of cash acquired | — |  |  | — |  |  | (9,821 | ) |  | — |  |  | — |  |  | (9,821 | )
Capital expenditures | (4,144 | ) |  | — |  |  | (31,281 | ) |  | (3,347 | ) |  | — |  |  | (38,772 | )
Proceeds from sale of assets | — |  |  | — |  |  | 4,031 |  |  | 8 |  |  | — |  |  | 4,039 |
Return of capital from subsidiaries | — |  |  | 1,749 |  |  | — |  |  | — |  |  | (1,749 | ) |  | — |
Investment in subsidiaries | — |  |  | (21,668 | ) |  | (300 | ) |  | — |  |  | 21,968 |  |  | — |
Changes in restricted cash | (541 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (541 | )
Net cash used in investing activities | (4,685 | ) |  | (19,919 | ) |  | (37,371 | ) |  | (3,339 | ) |  | 20,219 |  |  | (45,095 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings on senior Credit Agreement | 175,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 175,000 |
Principal payments on senior Credit Agreement | (198,688 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (198,688 | )
Repurchases of common stock | (17,147 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (17,147 | )
Exercise of stock options | 2,335 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,335 |
Restricted stock tax withholdings | (4,330 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (4,330 | )
Excess tax benefit from share-based awards | 2,426 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,426 |
Intercompany funding | 53,420 |  |  | 26,034 |  |  | (62,219 | ) |  | 2,984 |  |  | (20,219 | ) |  | — |
Net cash (used in) provided by financing activities | 13,016 |  |  | 26,034 |  |  | (62,219 | ) |  | 2,984 |  |  | (20,219 | ) |  | (40,404 | )
Net (decrease) increase in cash and equivalents | — |  |  | — |  |  | (2,659 | ) |  | 415 |  |  | — |  |  | (2,244 | )
CASH AT BEGINNING OF PERIOD | — |  |  | — |  |  | 19,739 |  |  | 933 |  |  | — |  |  | 20,672 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ | — |  |  | $ | — |  |  | $ | 17,080 |  |  | $ | 1,348 |  |  | $ | — |  |  | $ | 18,428 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014 (Dollars in thousands)
| Parent |  | Issuer |  | Subsidiary Guarantor |  | Non-Guarantor Subsidiaries |  | Elim-inations |  | Dycom Consolidated
Net cash provided by (used in) operating activities | $ | (4,085 | ) |  | $ | (6,135 | ) |  | $ | 79,911 |  |  | $ | (1,825 | ) |  | $ | — |  |  | $ | 67,866 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | (3,351 | ) |  | — |  |  | (43,150 | ) |  | (2,739 | ) |  | — |  |  | (49,240 | )
Proceeds from sale of assets | — |  |  | — |  |  | 3,361 |  |  | 1,603 |  |  | — |  |  | 4,964 |
Return of capital from subsidiaries | — |  |  | 683 |  |  | — |  |  | — |  |  | (683 | ) |  | — |
Investment in subsidiaries | — |  |  | (800 | ) |  | — |  |  | — |  |  | 800 |  |  | — |
Changes in restricted cash | (305 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (305 | )
Net cash used in investing activities | (3,656 | ) |  | (117 | ) |  | (39,789 | ) |  | (1,136 | ) |  | 117 |  |  | (44,581 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings on senior Credit Agreement | 221,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 221,000 |
Principal payments on senior Credit Agreement | (247,125 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (247,125 | )
Repurchases of common stock | (9,999 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (9,999 | )
Exercise of stock options | 11,869 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 11,869 |
Restricted stock tax withholdings | (3,590 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,590 | )
Excess tax benefit from share-based awards | 2,297 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,297 |
Intercompany funding | 33,289 |  |  | 6,252 |  |  | (43,076 | ) |  | 3,652 |  |  | (117 | ) |  | — |
Net cash (used in) provided by financing activities | 7,741 |  |  | 6,252 |  |  | (43,076 | ) |  | 3,652 |  |  | (117 | ) |  | (25,548 | )
Net (decrease) increase in cash and equivalents | — |  |  | — |  |  | (2,954 | ) |  | 691 |  |  | — |  |  | (2,263 | )
CASH AT BEGINNING OF PERIOD | — |  |  | — |  |  | 18,166 |  |  | 441 |  |  | — |  |  | 18,607 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ | — |  |  | $ | — |  |  | $ | 15,212 |  |  | $ | 1,132 |  |  | $ | — |  |  | $ | 16,344 |

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