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Condensed Consolidating Financial Information | 3 Months Ended
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Mar. 31, 2013
Condensed Consolidating Financial Information Disclosure [Abstract] |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company's 6.625% Senior Notes, 7¾% Senior Notes, and 5.125% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and certain of its wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:
(i) | The GEO Group, Inc., as the issuer of the Notes;
(ii) | The Subsidiary Guarantors, on a combined basis, which are 100% owned by The GEO Group, Inc., and which are guarantors of the Notes;
(iii) | The Company’s other subsidiaries, on a combined basis, which are not guarantors of the Notes (the “Non-Guarantor Subsidiaries”);
(iv) | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Company, the Subsidiary Guarantors and the Subsidiary Non-Guarantors and (b) eliminate the investments in the Company’s subsidiaries; and
(v) | The Company and its subsidiaries on a consolidated basis.
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited)
| As of March 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 32,986 |  |  | $ | 19,085 |  |  | $ | 31,653 |  |  | $ | — |  |  | $ | 83,724 |
Restricted cash and investments | — |  |  | — |  |  | 15,780 |  |  | — |  |  | 15,780 |
Accounts receivable, less allowance for doubtful accounts | 90,547 |  |  | 145,102 |  |  | 19,268 |  |  | — |  |  | 254,917 |
Deferred income tax assets, net | — |  |  | 14,604 |  |  | 3,686 |  |  | — |  |  | 18,290 |
Prepaid expenses and other current assets | 2,321 |  |  | 13,270 |  |  | 11,212 |  |  | (1,154 | ) |  | 25,649 |
Total current assets | 125,854 |  |  | 192,061 |  |  | 81,599 |  |  | (1,154 | ) |  | 398,360 |
Restricted Cash and Investments | 124 |  |  | 9,098 |  |  | 21,115 |  |  | — |  |  | 30,337 |
Property and Equipment, Net | 591,261 |  |  | 975,973 |  |  | 112,931 |  |  | — |  |  | 1,680,165 |
Assets Held for Sale | — |  |  | 1,700 |  |  | — |  |  | — |  |  | 1,700 |
Direct Finance Lease Receivable | — |  |  | — |  |  | 25,010 |  |  | — |  |  | 25,010 |
Intercompany Receivable | 1,229,529 |  |  | 414,270 |  |  | — |  |  | (1,643,799 | ) |  | — |
Deferred Income Tax Assets, Net | 16,230 |  |  | — |  |  | 2,532 |  |  | (16,230 | ) |  | 2,532 |
Goodwill | 34 |  |  | 489,502 |  |  | 776 |  |  | — |  |  | 490,312 |
Intangible Assets, Net | — |  |  | 172,982 |  |  | 1,491 |  |  | — |  |  | 174,473 |
Investment in Subsidiaries | 967,072 |  |  | 28,178 |  |  | — |  |  | (995,250 | ) |  | — |
Other Non-Current Assets | 20,933 |  |  | 108,836 |  |  | 34,713 |  |  | (79,289 | ) |  | 85,193 |
Total Assets | $ | 2,951,037 |  |  | $ | 2,392,600 |  |  | $ | 280,167 |  |  | $ | (2,735,722 | ) |  | $ | 2,888,082 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 12,208 |  |  | $ | 37,012 |  |  | $ | 2,932 |  |  | $ | — |  |  | $ | 52,152 |
Accrued payroll and related taxes | 1,664 |  |  | 27,001 |  |  | 17,651 |  |  | — |  |  | 46,316 |
Accrued expenses | 65,790 |  |  | 25,580 |  |  | 21,959 |  |  | (1,154 | ) |  | 112,175 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 37,522 |  |  | 3,230 |  |  | 18,875 |  |  | — |  |  | 59,627 |
Total current liabilities | 117,184 |  |  | 92,823 |  |  | 61,417 |  |  | (1,154 | ) |  | 270,270 |
Deferred Income Tax Liabilities | — |  |  | 31,933 |  |  | — |  |  | (16,230 | ) |  | 15,703 |
Intercompany Payable | 399,871 |  |  | 1,224,622 |  |  | 19,306 |  |  | (1,643,799 | ) |  | — |
Other Non-Current Liabilities | 24,677 |  |  | 136,311 |  |  | 823 |  |  | (79,289 | ) |  | 82,522 |
Capital Lease Obligations | — |  |  | 11,678 |  |  | — |  |  | — |  |  | 11,678 |
Long-Term Debt | 1,369,996 |  |  | 171 |  |  | — |  |  | — |  |  | 1,370,167 |
Non-Recourse Debt | — |  |  | — |  |  | 97,964 |  |  | — |  |  | 97,964 |
Commitments & Contingencies |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,039,309 |  |  | 895,062 |  |  | 100,188 |  |  | (995,250 | ) |  | 1,039,309 |
Noncontrolling Interests | — |  |  | — |  |  | 469 |  |  | — |  |  | 469 |
Total Shareholders’ Equity | 1,039,309 |  |  | 895,062 |  |  | 100,657 |  |  | (995,250 | ) |  | 1,039,778 |
Total Liabilities and Shareholders' Equity | $ | 2,951,037 |  |  | $ | 2,392,600 |  |  | $ | 280,167 |  |  | $ | (2,735,722 | ) |  | $ | 2,888,082 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands)
| As of December 31, 2012
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 4,764 |  |  | $ | 1,917 |  |  | $ | 25,074 |  |  | $ | — |  |  | $ | 31,755 |
Restricted cash and investments | — |  |  | — |  |  | 15,654 |  |  | — |  |  | 15,654 |
Accounts receivable, less allowance for doubtful accounts | 124,670 |  |  | 102,704 |  |  | 19,261 |  |  | — |  |  | 246,635 |
Deferred income tax assets, net | 13,106 |  |  | 1,498 |  |  | 3,686 |  |  | — |  |  | 18,290 |
Prepaid expenses and other current assets | 8,657 |  |  | 5,890 |  |  | 11,456 |  |  | (1,154 | ) |  | 24,849 |
Total current assets | 151,197 |  |  | 112,009 |  |  | 75,131 |  |  | (1,154 | ) |  | 337,183 |
Restricted Cash and Investments | 7,953 |  |  | — |  |  | 24,803 |  |  | — |  |  | 32,756 |
Property and Equipment, Net | 633,458 |  |  | 939,995 |  |  | 113,706 |  |  | — |  |  | 1,687,159 |
Assets Held for Sale | — |  |  | 3,243 |  |  | — |  |  | — |  |  | 3,243 |
Direct Finance Lease Receivable | — |  |  | — |  |  | 26,757 |  |  | — |  |  | 26,757 |
Intercompany Receivable | 591,273 |  |  | 14,305 |  |  | — |  |  | (605,578 | ) |  | — |
Deferred Income Tax Assets, Net | 16,230 |  |  | — |  |  | 2,532 |  |  | (16,230 | ) |  | 2,532 |
Goodwill | 34 |  |  | 489,502 |  |  | 772 |  |  | — |  |  | 490,308 |
Intangible Assets, Net | — |  |  | 176,666 |  |  | 1,652 |  |  | — |  |  | 178,318 |
Investment in Subsidiaries | 1,151,998 |  |  | 41,356 |  |  | — |  |  | (1,193,354 | ) |  | — |
Other Non-Current Assets | 38,574 |  |  | 84,931 |  |  | 36,584 |  |  | (79,151 | ) |  | 80,938 |
Total Assets | $ | 2,590,717 |  |  | $ | 1,862,007 |  |  | $ | 281,937 |  |  | $ | (1,895,467 | ) |  | $ | 2,839,194 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 29,889 |  |  | $ | 17,407 |  |  | $ | 2,814 |  |  | $ | — |  |  | $ | 50,110 |
Accrued payroll and related taxes | 4,774 |  |  | 16,264 |  |  | 18,284 |  |  | — |  |  | 39,322 |
Accrued expenses | 94,350 |  |  | 5,515 |  |  | 17,846 |  |  | (1,154 | ) |  | 116,557 |
Current portion of capital lease obligations, long-term debt and non-recourse debt | 33,925 |  |  | 1,311 |  |  | 18,646 |  |  | — |  |  | 53,882 |
Total current liabilities | 162,938 |  |  | 40,497 |  |  | 57,590 |  |  | (1,154 | ) |  | 259,871 |
Deferred Income Tax Liabilities | — |  |  | 31,933 |  |  | — |  |  | (16,230 | ) |  | 15,703 |
Intercompany Payable | — |  |  | 586,428 |  |  | 19,150 |  |  | (605,578 | ) |  | — |
Other Non-Current Liabilities | 63,657 |  |  | 96,822 |  |  | 697 |  |  | (79,151 | ) |  | 82,025 |
Capital Lease Obligations | — |  |  | 11,926 |  |  | — |  |  | — |  |  | 11,926 |
Long-Term Debt | 1,317,310 |  |  | 219 |  |  | — |  |  | — |  |  | 1,317,529 |
Non-Recourse Debt | — |  |  | — |  |  | 104,836 |  |  | — |  |  | 104,836 |
Commitments & Contingencies |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,046,812 |  |  | 1,094,182 |  |  | 99,172 |  |  | (1,193,354 | ) |  | 1,046,812 |
Noncontrolling Interests | — |  |  | — |  |  | 492 |  |  | — |  |  | 492 |
Total Shareholders’ Equity | 1,046,812 |  |  | 1,094,182 |  |  | 99,664 |  |  | (1,193,354 | ) |  | 1,047,304 |
Total Liabilities and Shareholders' Equity | $ | 2,590,717 |  |  | $ | 1,862,007 |  |  | $ | 281,937 |  |  | $ | (1,895,467 | ) |  | $ | 2,839,194 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Three Months Ended March 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 113,491 |  |  | $ | 312,528 |  |  | $ | 57,385 |  |  | $ | (106,373 | ) |  | $ | 377,031 |
Operating expenses | 99,409 |  |  | 240,477 |  |  | 47,284 |  |  | (106,373 | ) |  | 280,797 |
Depreciation and amortization | 5,824 |  |  | 15,881 |  |  | 1,230 |  |  | — |  |  | 22,935 |
General and administrative expenses | 9,197 |  |  | 18,192 |  |  | 4,651 |  |  | — |  |  | 32,040 |
Operating income (loss) | (939 | ) |  | 37,978 |  |  | 4,220 |  |  | — |  |  | 41,259 |
Interest income | 3,960 |  |  | 550 |  |  | 1,096 |  |  | (4,422 | ) |  | 1,184 |
Interest expense | (9,920 | ) |  | (11,431 | ) |  | (2,412 | ) |  | 4,422 |  |  | (19,341 | )
Income (loss) before income taxes and equity in earnings of affiliates | (6,899 | ) |  | 27,097 |  |  | 2,904 |  |  | — |  |  | 23,102 |
Provision (benefit) for income taxes | (667 | ) |  | 406 |  |  | 1,142 |  |  | — |  |  | 881 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 1,217 |  |  | — |  |  | 1,217 |
Income (loss) before equity in income of consolidated subsidiaries | (6,232 | ) |  | 26,691 |  |  | 2,979 |  |  | — |  |  | 23,438 |
Income from consolidated subsidiaries, net of income tax provision | 29,670 |  |  | — |  |  | — |  |  | (29,670 | ) |  | — |
Income from continuing operations | 23,438 |  |  | 26,691 |  |  | 2,979 |  |  | (29,670 | ) |  | 23,438 |
Net income | 23,438 |  |  | 26,691 |  |  | 2,979 |  |  | (29,670 | ) |  | 23,438 |
Net income attributable to noncontrolling interests | — |  |  | — |  |  | (18 | ) |  |  |  |  | (18 | )
Net income attributable to The GEO Group, Inc. | $ | 23,438 |  |  | $ | 26,691 |  |  | $ | 2,961 |  |  | $ | (29,670 | ) |  | $ | 23,420 |
Net income | $ | 23,438 |  |  | $ | 26,691 |  |  | $ | 2,979 |  |  | $ | (29,670 | ) |  | $ | 23,438 |
Other comprehensive income (loss), net of tax | — |  |  | 40 |  |  | (1,220 | ) |  | — |  |  | (1,180 | )
Total comprehensive income | $ | 23,438 |  |  | $ | 26,731 |  |  | $ | 1,759 |  |  | $ | (29,670 | ) |  | $ | 22,258 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | $ | — |  |  | 23 |  |  | $ | — |  |  | 23 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 23,438 |  |  | $ | 26,731 |  |  | $ | 1,782 |  |  | $ | (29,670 | ) |  | $ | 22,281 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited)
| For the Three Months Ended April 1, 2012
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 140,616 |  |  | $ | 184,187 |  |  | $ | 57,993 |  |  | $ | (22,754 | ) |  | $ | 360,042 |
Operating expenses | 131,006 |  |  | 117,666 |  |  | 44,802 |  |  | (22,754 | ) |  | 270,720 |
Depreciation and amortization | 6,855 |  |  | 13,252 |  |  | 2,132 |  |  | — |  |  | 22,239 |
General and administrative expenses | 9,396 |  |  | 13,294 |  |  | 3,896 |  |  | — |  |  | 26,586 |
Operating income (loss) | (6,641 | ) |  | 39,975 |  |  | 7,163 |  |  | — |  |  | 40,497 |
Interest income | 7,807 |  |  | 492 |  |  | 1,601 |  |  | (8,093 | ) |  | 1,807 |
Interest expense | (16,915 | ) |  | (7,911 | ) |  | (4,073 | ) |  | 8,093 |  |  | (20,806 | )
Income (loss) before income taxes and equity in earnings of affiliates | (15,749 | ) |  | 32,556 |  |  | 4,691 |  |  | — |  |  | 21,498 |
Provision (benefit) for income taxes | (5,656 | ) |  | 12,311 |  |  | 1,835 |  |  | — |  |  | 8,490 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 748 |  |  | — |  |  | 748 |
Income (loss) from continuing operations before equity in income of consolidated subsidiaries | (10,093 | ) |  | 20,245 |  |  | 3,604 |  |  | — |  |  | 13,756 |
Income from consolidated subsidiaries, net of income tax provision | 23,849 |  |  | — |  |  | — |  |  | (23,849 | ) |  | — |
Income from continuing operations | 13,756 |  |  | 20,245 |  |  | 3,604 |  |  | (23,849 | ) |  | 13,756 |
Net income (loss) from discontinued operations | 1,303 |  |  | 1,072 |  |  | 322 |  |  | (1,394 | ) |  | 1,303 |
Net income | 15,059 |  |  | 21,317 |  |  | 3,926 |  |  | (25,243 | ) |  | 15,059 |
Net income attributable to noncontrolling interests | — |  |  | (17 | ) |  | (17 | ) |  | — |  |  | (34 | )
Net income attributable to The GEO Group, Inc. | $ | 15,059 |  |  | $ | 21,300 |  |  | $ | 3,909 |  |  | $ | (25,243 | ) |  | $ | 15,025 |
Net income | $ | 15,059 |  |  | $ | 21,317 |  |  | $ | 3,926 |  |  | $ | (25,243 | ) |  | $ | 15,059 |
Other comprehensive income, net of tax | 30 |  |  | — |  |  | 1,957 |  |  | — |  |  | 1,987 |
Total comprehensive income | $ | 15,089 |  |  | $ | 21,317 |  |  | $ | 5,883 |  |  | $ | (25,243 | ) |  | $ | 17,046 |
Comprehensive income attributable to noncontrolling interests | — |  |  | (17 | ) |  | (45 | ) |  | — |  |  | (62 | )
Comprehensive income attributable to The GEO Group, Inc. | $ | 15,089 |  |  | $ | 21,300 |  |  | $ | 5,838 |  |  | $ | (25,243 | ) |  | $ | 16,984 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Three Months Ended March 31, 2013
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | $ | 8,032 |  |  | $ | 26,708 |  |  | $ | 10,697 |  |  | $ | 45,437 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Proceeds from sale of property and equipment | — |  |  | 4 |  |  | — |  |  | 4 |
Proceeds from sale of assets held for sale | — |  |  | 1,602 |  |  |  |  |  | 1,602 |
Change in restricted cash and investments | (124 | ) |  | (1,145 | ) |  | 3,599 |  |  | 2,330 |
Capital expenditures | (1,414 | ) |  | (9,624 | ) |  | (364 | ) |  | (11,402 | )
Net cash provided by (used in) investing activities | (1,538 | ) |  | (9,163 | ) |  | 3,235 |  |  | (7,466 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 410,000 |  |  | — |  |  | — |  |  | 410,000 |
Income tax benefit of equity compensation | 1,127 |  |  | — |  |  | — |  |  | 1,127 |
Debt issuance costs | (5,650 | ) |  | — |  |  | — |  |  | (5,650 | )
Payments on long-term debt | (351,153 | ) |  | (377 | ) |  | (6,908 | ) |  | (358,438 | )
Proceeds from the exercise of stock options | 3,049 |  |  | — |  |  | — |  |  | 3,049 |
Cash dividends paid | (35,711 | ) |  | — |  |  | — |  |  | (35,711 | )
Proceeds from reissuance of treasury stock in connection with ESPP | 66 |  |  | — |  |  | — |  |  | 66 |
Net cash provided by (used in) financing activities | 21,728 |  |  | (377 | ) |  | (6,908 | ) |  | 14,443 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |  |  | — |  |  | (445 | ) |  | (445 | )
Net Increase in Cash and Cash Equivalents | 28,222 |  |  | 17,168 |  |  | 6,579 |  |  | 51,969 |
Cash and Cash Equivalents, beginning of period | 4,764 |  |  | 1,917 |  |  | 25,074 |  |  | 31,755 |
Cash and Cash Equivalents, end of period | $ | 32,986 |  |  | $ | 19,085 |  |  | $ | 31,653 |  |  | $ | 83,724 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Three Months Ended April 1, 2012
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Cash provided by operating activities - continuing operations | $ | 24,885 |  |  | $ | 19,198 |  |  | $ | 22,200 |  |  | $ | 66,283 |
Cash (used in) provided by operating activities - discontinued operations | 1,738 |  |  | 1,205 |  |  | (746 | ) |  | 2,197 |
Net cash provided by operating activities of continuing operations | 26,623 |  |  | 20,403 |  |  | 21,454 |  |  | 68,480 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Proceeds from sale of assets held for sale | — |  |  | 297 |  |  |  |  |  | 297 |
Proceeds from sale of property and equipment | — |  |  | 149 |  |  | 9 |  |  | 158 |
Change in restricted cash and investments | — |  |  | — |  |  | 960 |  |  | 960 |
Capital expenditures | (27,046 | ) |  | (20,316 | ) |  | (554 | ) |  | (47,916 | )
Cash (used in) provided by investing activities - continuing operations | (27,046 | ) |  | (19,870 | ) |  | 415 |  |  | (46,501 | )
Cash used in investing activities - discontinued operations | (260 | ) |  | (825 | ) |  | — |  |  | (1,085 | )
Net cash (used in) provided by investing activities | (27,306 | ) |  | (20,695 | ) |  | 415 |  |  | (47,586 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 53,000 |  |  | — |  |  | — |  |  | 53,000 |
Payments on long-term debt | (57,278 | ) |  | (340 | ) |  | (6,457 | ) |  | (64,075 | )
Income tax benefit of equity compensation | (342 | ) |  | — |  |  | — |  |  | (342 | )
Debt issuance costs | (6 | ) |  | — |  |  | (38 | ) |  | (44 | )
Distribution to noncontrolling interests | — |  |  | — |  |  | (5,758 | ) |  | (5,758 | )
Proceeds from the exercise of stock options | 231 |  |  | — |  |  | — |  |  | 231 |
Payments for retirement of common stock | (1,035 | ) |  | — |  |  | — |  |  | (1,035 | )
Net cash used in financing activities | (5,430 | ) |  | (340 | ) |  | (12,253 | ) |  | (18,023 | )
Effect of Exchange Rate Changes on Cash and Cash Equivalents | — |  |  | — |  |  | 995 |  |  | 995 |
Net Increase (Decrease) in Cash and Cash Equivalents | (6,113 | ) |  | (632 | ) |  | 10,611 |  |  | 3,866 |
Cash and Cash Equivalents, beginning of period | 15,086 |  |  | 3,092 |  |  | 25,200 |  |  | 43,378 |
Cash and Cash Equivalents, end of period | $ | 8,973 |  |  | $ | 2,460 |  |  | $ | 35,811 |  |  | $ | 47,244 |

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- Definition Entire disclosure of the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. Using extensions, most, if not all, of the elements representing condensed financial statement captions will be the same as those used for the consolidated financial statements captions. + References No definition available. + Details
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