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Guarantor Financial Information | 12 Months Ended
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Dec. 28, 2013
Guarantor Financial Information [Abstract] |
GUARANTOR FINANCIAL INFORMATION | GUARANTOR FINANCIAL INFORMATION The Company's 8.5% Notes (see Note 11) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc. and EV Acquisition, Inc. (collectively, the "8.5% Note Guarantors"). The 8.5% Note Guarantors fully and unconditionally guaranteed the 8.5% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the 8.5% Notes, (ii) the combined 8.5% Note Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 8.5% Notes, including Darling Canada (the "Non-guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of December 28, 2013 and December 29, 2012, and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the years ended December 28, 2013, December 29, 2012 and December 31, 2011. Condensed Consolidating Balance Sheet As of December 28, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 857,267 |  | $ | 6,117 |  | $ | 7,473 |  | $ | — |  | $ | 870,857 |
Restricted cash | 102 |  | — |  | 252 |  | — |  | 354 |
Accounts receivable | 41,464 |  | 484,091 |  | 16,092 |  | (428,803 | ) | 112,844 |
Inventories | 20,799 |  | 36,314 |  | 8,020 |  | — |  | 65,133 |
Income taxes refundable | 14,397 |  | — |  | 115 |  | — |  | 14,512 |
Other current assets | 40,595 |  | 3,809 |  | 2,109 |  | — |  | 46,513 |
Deferred income taxes | 15,107 |  | — |  | 2,182 |  | — |  | 17,289 |
Total current assets | 989,731 |  | 530,331 |  | 36,243 |  | (428,803 | ) | 1,127,502 |
Investment in subsidiaries | 2,140,869 |  | 63,116 |  | — |  | (2,203,985 | ) | — |
Property, plant and equipment, net | 172,533 |  | 356,772 |  | 137,268 |  | — |  | 666,573 |
Intangible assets, net | 15,896 |  | 340,611 |  | 232,157 |  | — |  | 588,664 |
Goodwill | 21,860 |  | 424,244 |  | 255,533 |  | — |  | 701,637 |
Investment in unconsolidated subsidiary | — |  | — |  | 115,114 |  | — |  | 115,114 |
Other assets | 40,588 |  | 373,699 |  | 1,352 |  | (370,996 | ) | 44,643 |
| $ | 3,381,477 |  | $ | 2,088,773 |  | $ | 777,667 |  | $ | (3,003,784 | ) | $ | 3,244,133 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 10,000 |  | $ | 87 |  | $ | 9,801 |  | $ | — |  | $ | 19,888 |
Accounts payable | 425,117 |  | 21,236 |  | 22,939 |  | (425,550 | ) | 43,742 |
Accrued expenses | 85,165 |  | 20,178 |  | 11,084 |  | (3,253 | ) | 113,174 |
Total current liabilities | 520,282 |  | 41,501 |  | 43,824 |  | (428,803 | ) | 176,804 |
Long-term debt, net of current portion | 680,000 |  | 55 |  | 557,888 |  | (370,996 | ) | 866,947 |
Other noncurrent liabilities | 36,381 |  | — |  | 4,290 |  | — |  | 40,671 |
Deferred income taxes | 123,862 |  | — |  | 14,897 |  | — |  | 138,759 |
Total liabilities | 1,360,525 |  | 41,556 |  | 620,899 |  | (799,799 | ) | 1,223,181 |
Total stockholders' equity | 2,020,952 |  | 2,047,217 |  | 156,768 |  | (2,203,985 | ) | 2,020,952 |
| $ | 3,381,477 |  | $ | 2,088,773 |  | $ | 777,667 |  | $ | (3,003,784 | ) | $ | 3,244,133 |
Condensed Consolidating Balance Sheet As of December 29, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 96,945 |  | $ | 5,577 |  | $ | 727 |  | $ | — |  | $ | 103,249 |
Restricted cash | 102 |  | — |  | 259 |  | — |  | 361 |
Accounts receivable | 35,320 |  | 405,766 |  | — |  | (342,955 | ) | 98,131 |
Inventories | 21,446 |  | 41,568 |  | 2,051 |  | — |  | 65,065 |
Other current assets | 8,154 |  | 2,693 |  | — |  | — |  | 10,847 |
Deferred income taxes | 12,609 |  | — |  | — |  | — |  | 12,609 |
Total current assets | 174,576 |  | 455,604 |  | 3,037 |  | (342,955 | ) | 290,262 |
Investment in subsidiaries | 1,449,577 |  | — |  | — |  | (1,449,577 | ) | — |
Property, plant and equipment, net | 148,131 |  | 305,796 |  | — |  | — |  | 453,927 |
Intangible assets, net | 14,497 |  | 322,634 |  | 271 |  | — |  | 337,402 |
Goodwill | 21,860 |  | 359,243 |  | 266 |  | — |  | 381,369 |
Investment in unconsolidated subsidiary | — |  | — |  | 62,495 |  | — |  | 62,495 |
Other assets | 26,530 |  | 431 |  | — |  | — |  | 26,961 |
| $ | 1,835,171 |  | $ | 1,443,708 |  | $ | 66,069 |  | $ | (1,792,532 | ) | $ | 1,552,416 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | — |  | $ | 82 |  | $ | — |  | $ | — |  | $ | 82 |
Accounts payable | 359,778 |  | 36,546 |  | 645 |  | (342,955 | ) | 54,014 |
Accrued expenses | 54,977 |  | 22,590 |  | 21 |  | — |  | 77,588 |
Total current liabilities | 414,755 |  | 59,218 |  | 666 |  | (342,955 | ) | 131,684 |
Long-term debt, net of current portion | 250,000 |  | 142 |  | — |  | — |  | 250,142 |
Other noncurrent liabilities | 61,365 |  | — |  | 174 |  | — |  | 61,539 |
Deferred income taxes | 46,615 |  | — |  | — |  | — |  | 46,615 |
Total liabilities | 772,735 |  | 59,360 |  | 840 |  | (342,955 | ) | 489,980 |
Total stockholders' equity | 1,062,436 |  | 1,384,348 |  | 65,229 |  | (1,449,577 | ) | 1,062,436 |
| $ | 1,835,171 |  | $ | 1,443,708 |  | $ | 66,069 |  | $ | (1,792,532 | ) | $ | 1,552,416 |
Condensed Consolidating Statements of Operations For the year ended December 28, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 679,789 |  | $ | 1,231,617 |  | $ | 40,472 |  | $ | (228,328 | ) | $ | 1,723,550 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 530,740 |  | 931,088 |  | 27,601 |  | (228,328 | ) | 1,261,101 |
Selling, general and administrative expenses | 91,723 |  | 76,016 |  | 3,086 |  | — |  | 170,825 |
Depreciation and amortization | 24,794 |  | 68,139 |  | 5,854 |  | — |  | 98,787 |
Acquisition costs | 14,074 |  | — |  | 9,197 |  | — |  | 23,271 |
Total costs and expenses | 661,331 |  | 1,075,243 |  | 45,738 |  | (228,328 | ) | 1,553,984 |
Operating income | 18,458 |  | 156,374 |  | (5,266 | ) | — |  | 169,566 |
Interest expense | (36,964 | ) | 3,281 |  | (4,425 | ) | — |  | (38,108 | )
Foreign currency gains/(losses) | 27,516 |  | (42 | ) | 633 |  | — |  | 28,107 |
Other income/(expense), net | (3,373 | ) | 55 |  | (229 | ) | — |  | (3,547 | )
Equity in net income of unconsolidated subsidiary | — |  | — |  | 7,660 |  | — |  | 7,660 |
Earnings in investments in subsidiaries | 105,178 |  | — |  | — |  | (105,178 | ) | — |
Income/(loss) from operations before taxes | 110,815 |  | 159,668 |  | (1,627 | ) | (105,178 | ) | 163,678 |
Income taxes (benefit) | 1,848 |  | 52,351 |  | 512 |  | — |  | 54,711 |
Net income/(loss) | $ | 108,967 |  | $ | 107,317 |  | $ | (2,139 | ) | $ | (105,178 | ) | $ | 108,967 |
Condensed Consolidating Statements of Operations For the year ended December 29, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 658,897 |  | $ | 1,216,264 |  | $ | 14,425 |  | $ | (188,157 | ) | $ | 1,701,429 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 512,199 |  | 894,820 |  | 13,742 |  | (188,157 | ) | 1,232,604 |
Selling, general and administrative expenses | 80,432 |  | 71,141 |  | 140 |  | — |  | 151,713 |
Depreciation and amortization | 23,542 |  | 61,807 |  | 22 |  | — |  | 85,371 |
Total costs and expenses | 616,173 |  | 1,027,768 |  | 13,904 |  | (188,157 | ) | 1,469,688 |
Operating income | 42,724 |  | 188,496 |  | 521 |  | — |  | 231,741 |
Interest expense | (24,047 | ) | (7 | ) | — |  | — |  | (24,054 | )
Other income/(expense), net | (1,572 | ) | 3,355 |  | (23 | ) | — |  | 1,760 |
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (2,662 | ) | — |  | (2,662 | )
Earnings in investments in subsidiaries | 119,953 |  | — |  | — |  | (119,953 | ) | — |
Income/(loss) from operations before taxes | 137,058 |  | 191,844 |  | (2,164 | ) | (119,953 | ) | 206,785 |
Income taxes (benefit) | 6,288 |  | 70,523 |  | (796 | ) | — |  | 76,015 |
Net income/(loss) | $ | 130,770 |  | $ | 121,321 |  | $ | (1,368 | ) | $ | (119,953 | ) | $ | 130,770 |
Condensed Consolidating Statements of Operations For the year ended December 31, 2011 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 721,990 |  | $ | 1,238,858 |  | $ | 27,484 |  | $ | (191,083 | ) | $ | 1,797,249 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 553,218 |  | 879,277 |  | 26,809 |  | (191,083 | ) | 1,268,221 |
Selling, general and administrative expenses | 67,829 |  | 68,149 |  | 157 |  | — |  | 136,135 |
Depreciation and amortization | 23,531 |  | 55,356 |  | 22 |  | — |  | 78,909 |
Total costs and expenses | 644,578 |  | 1,002,782 |  | 26,988 |  | (191,083 | ) | 1,483,265 |
Operating income | 77,412 |  | 236,076 |  | 496 |  | — |  | 313,984 |
Interest expense | (37,161 | ) | (2 | ) | — |  | — |  | (37,163 | )
Other income/(expense), net | (2,533 | ) | (479 | ) | 57 |  | — |  | (2,955 | )
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (1,572 | ) | — |  | (1,572 | )
Earnings in investments in subsidiaries | 145,950 |  | — |  | — |  | (145,950 | ) | — |
Income/(loss) from operations before taxes | 183,668 |  | 235,595 |  | (1,019 | ) | (145,950 | ) | 272,294 |
Income taxes (benefit) | 14,250 |  | 89,011 |  | (385 | ) | — |  | 102,876 |
Net income/(loss) | $ | 169,418 |  | $ | 146,584 |  | $ | (634 | ) | $ | (145,950 | ) | $ | 169,418 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 28, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 108,967 |  | $ | 107,317 |  | $ | (2,139 | ) | $ | (105,178 | ) | $ | 108,967 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Foreign currency translation | — |  | — |  | (14,502 | ) | — |  | (14,502 | )
Pension adjustments | 15,060 |  | — |  | 80 |  | — |  | 15,140 |
Natural gas swap derivative adjustments | 127 |  | — |  | — |  | — |  | 127 |
Corn option derivative adjustments | 1,141 |  | — |  | — |  | — |  | 1,141 |
Total other comprehensive income, net of tax | 16,328 |  | — |  | (14,422 | ) | — |  | 1,906 |
Total comprehensive income (loss) | $ | 125,295 |  | $ | 107,317 |  | $ | (16,561 | ) | $ | (105,178 | ) | $ | 110,873 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 29, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 130,770 |  | $ | 121,321 |  | $ | (1,368 | ) | $ | (119,953 | ) | $ | 130,770 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | (1,169 | ) | — |  | — |  | — |  | (1,169 | )
Natural gas swap derivative adjustments | 391 |  | — |  | — |  | — |  | 391 |
Corn option derivative adjustments | 194 |  | — |  | — |  | — |  | 194 |
Interest rate swap derivative adjustments | 159 |  | — |  | — |  | — |  | 159 |
Total other comprehensive income, net of tax | (425 | ) | — |  | — |  | — |  | (425 | )
Total comprehensive income (loss) | $ | 130,345 |  | $ | 121,321 |  | $ | (1,368 | ) | $ | (119,953 | ) | $ | 130,345 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2011 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 169,418 |  | $ | 146,584 |  | $ | (634 | ) | $ | (145,950 | ) | $ | 169,418 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | (10,146 | ) | — |  | — |  | — |  | (10,146 | )
Natural gas swap derivative adjustments | (482 | ) | — |  | — |  | — |  | (482 | )
Interest rate swap derivative adjustments | 712 |  | — |  | — |  | — |  | 712 |
Total other comprehensive income, net of tax | (9,916 | ) | — |  | — |  | — |  | (9,916 | )
Total comprehensive income (loss) | $ | 159,502 |  | $ | 146,584 |  | $ | (634 | ) | $ | (145,950 | ) | $ | 159,502 |
Condensed Consolidating Statements of Cash Flows For the year ended December 28, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 108,967 |  | $ | 107,317 |  | $ | (2,139 | ) | $ | (105,178 | ) | $ | 108,967 |
Earnings in investments in subsidiaries | (105,178 | ) | — |  | — |  | 105,178 |  | — |
Other operating cash flows | 135,315 |  | (39,459 | ) | 5,898 |  | — |  | 101,754 |
Net cash provided/(used) by operating activities | 139,104 |  | 67,858 |  | 3,759 |  | — |  | 210,721 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (45,173 | ) | (68,716 | ) | (4,418 | ) | — |  | (118,307 | )
Acquisitions, net of cash acquired | — |  | (121,440 | ) | (612,635 | ) | — |  | (734,075 | )
Investment in subsidiaries and affiliates | (600,537 | ) | (63,115 | ) | (44,959 | ) | 663,652 |  | (44,959 | )
Note receivable from affiliates | — |  | (370,996 | ) | — |  | 370,996 |  | — |
Gross proceeds from sale of property, plant and equipment and other assets | 1,329 |  | 1,029 |  | — |  | — |  | 2,358 |
Proceeds from insurance settlements | 1,531 |  | 450 |  | — |  | — |  | 1,981 |
Payments related to routes and other intangibles | (2,423 | ) | — |  | — |  | — |  | (2,423 | )
Net cash provide/(used) in investing activities | (645,273 | ) | (622,788 | ) | (662,012 | ) | 1,034,648 |  | (895,425 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds from long-term debt | 200,000 |  | — |  | 144,704 |  | — |  | 344,704 |
Payments on long-term debt | — |  | (82 | ) | (498 | ) | — |  | (580 | )
Borrowings from revolving credit facility | 245,000 |  | — |  | 48,235 |  | — |  | 293,235 |
Payments on revolving credit facility | (5,000 | ) | — |  | — |  | — |  | (5,000 | )
Borrowings from affiliates | — |  | — |  | 370,996 |  | (370,996 | ) | — |
Deferred loan costs | (11,916 | ) | — |  | (1,404 | ) | — |  | (13,320 | )
Issuance of common stock | 840,558 |  | — |  | — |  | — |  | 840,558 |
Contributions from parent | — |  | 555,552 |  | 108,100 |  | (663,652 | ) | — |
Minimum withholding taxes paid on stock awards | (3,289 | ) | — |  | — |  | — |  | (3,289 | )
Excess tax benefits from stock-based compensation | 1,138 |  | — |  | — |  | — |  | 1,138 |
Net cash provided/(used) in financing activities | 1,266,491 |  | 555,470 |  | 670,133 |  | (1,034,648 | ) | 1,457,446 |
Effect of exchange rate changes on cash and cash equivalent | — |  | — |  | (5,134 | ) | — |  | (5,134 | )
Net increase/(decrease) in cash and cash equivalents | 760,322 |  | 540 |  | 6,746 |  | — |  | 767,608 |
Cash and cash equivalents at beginning of year | 96,945 |  | 5,577 |  | 727 |  | — |  | 103,249 |
Cash and cash equivalents at end of year | $ | 857,267 |  | $ | 6,117 |  | $ | 7,473 |  | $ | — |  | $ | 870,857 |
Condensed Consolidating Statements of Cash Flows For the year ended December 29, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 130,770 |  | $ | 121,321 |  | $ | (1,368 | ) | $ | (119,953 | ) | $ | 130,770 |
Earnings in investments in subsidiaries | (119,953 | ) | — |  | — |  | 119,953 |  | — |
Other operating cash flows | 175,098 |  | (56,445 | ) | 114 |  | — |  | 118,767 |
Net cash provided by operating activities | 185,915 |  | 64,876 |  | (1,254 | ) | — |  | 249,537 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (49,619 | ) | (65,794 | ) | — |  | — |  | (115,413 | )
Acquisitions, net of cash acquired | (3,000 | ) | — |  | — |  | — |  | (3,000 | )
Investment in subsidiaries and affiliates | (43,449 | ) | — |  | (43,424 | ) | 43,449 |  | (43,424 | )
Gross proceeds from sale of property, plant and equipment and other assets | 2,083 |  | 1,787 |  | — |  | — |  | 3,870 |
Proceeds from insurance settlements | 1,305 |  | 2,967 |  | — |  | — |  | 4,272 |
Payments related to routes and other intangibles | (137 | ) | — |  | — |  | — |  | (137 | )
Net cash provided/(used) in investing activities | (92,817 | ) | (61,040 | ) | (43,424 | ) | 43,449 |  | (153,832 | )
Cash flows from financing activities: |  |  |  |  |
Payments on long-term debt | (30,000 | ) | (32 | ) | — |  | — |  | (30,032 | )
Issuances of common stock | 72 |  | — |  | — |  | — |  | 72 |
Contributions from parent | — |  | — |  | 43,449 |  | (43,449 | ) | — |
Minimum withholding taxes paid on stock awards | (4,084 | ) | — |  | — |  | — |  | (4,084 | )
Excess tax benefits from stock-based compensation | 2,652 |  | — |  | — |  | — |  | 2,652 |
Net cash provided/(used) in financing activities | (31,360 | ) | (32 | ) | 43,449 |  | (43,449 | ) | (31,392 | )
Net increase/(decrease) in cash and cash equivalents | 61,738 |  | 3,804 |  | (1,229 | ) | — |  | 64,313 |
Cash and cash equivalents at beginning of year | 35,207 |  | 1,773 |  | 1,956 |  | — |  | 38,936 |
Cash and cash equivalents at end of year | $ | 96,945 |  | $ | 5,577 |  | $ | 727 |  | $ | — |  | $ | 103,249 |
Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2011 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 169,418 |  | $ | 146,584 |  | $ | (634 | ) | $ | (145,950 | ) | $ | 169,418 |
Earnings in investments in subsidiaries | (145,950 | ) | — |  | — |  | 145,950 |  | — |
Other operating cash flows | 184,027 |  | (114,532 | ) | 1,951 |  | — |  | 71,446 |
Net cash provided by operating activities | 207,495 |  | 32,052 |  | 1,317 |  | — |  | 240,864 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (23,835 | ) | (36,318 | ) | — |  | — |  | (60,153 | )
Acquisitions, net of cash acquired | (1,754 | ) | — |  | — |  | — |  | (1,754 | )
Investment in subsidiaries and affiliates | (23,330 | ) | — |  | (23,305 | ) | 23,330 |  | (23,305 | )
Gross proceeds from sale of property, plant and equipment and other assets | 961 |  | 568 |  | — |  | — |  | 1,529 |
Net cash used in investing activities | (47,958 | ) | (35,750 | ) | (23,305 | ) | 23,330 |  | (83,683 | )
Cash flows from financing activities: |  |  |  |  |
Payments on long-term debt | (270,000 | ) | (9 | ) | — |  | — |  | (270,009 | )
Borrowing from revolving credit facility | 131,000 |  | — |  | — |  | — |  | 131,000 |
Payments on revolving credit facility | (291,000 | ) | — |  | — |  | — |  | (291,000 | )
Deferred loan costs | (399 | ) | — |  | — |  | — |  | (399 | )
Issuances of common stock | 293,117 |  | — |  | — |  | — |  | 293,117 |
Contributions from parent | — |  | — |  | 23,330 |  | (23,330 | ) | — |
Minimum withholding taxes paid on stock awards | (1,281 | ) | — |  | — |  | — |  | (1,281 | )
Excess tax benefits from stock-based compensation | 1,125 |  | — |  | — |  | — |  | 1,125 |
Net cash provided/(used) in financing activities | (137,438 | ) | (9 | ) | 23,330 |  | (23,330 | ) | (137,447 | )
Net increase in cash and cash equivalents | 22,099 |  | (3,707 | ) | 1,342 |  | — |  | 19,734 |
Cash and cash equivalents at beginning of year | 13,108 |  | 5,480 |  | 614 |  | — |  | 19,202 |
Cash and cash equivalents at end of year | $ | 35,207 |  | $ | 1,773 |  | $ | 1,956 |  | $ | — |  | $ | 38,936 |

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