GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | 6 Months Ended |
Jun. 30, 2014 |
Guarantor and Non-Guarantor Subsidiaries Financial Information [Abstract] | ' |
GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | ' |
GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION |
The 2020 Notes and 2021 Notes are guaranteed by substantially all of the Company's subsidiaries organized in the United States. Each guarantor for the 2020 Notes and 2021 Notes is a 100% owned subsidiary of the Company and its guarantee is both full and unconditional and joint and several. The 2020 Notes and 2021 Notes are not guaranteed by the Company’s Canadian or other foreign subsidiaries. The following presents supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively. |
Following is the condensed consolidating balance sheet at June 30, 2014 (in thousands): |
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| | | | | | | | | | | | | | | | | | | |
| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Assets: | | | | | | | | | | | | | | |
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Cash and cash equivalents | $ | 1,006 | | | $ | 193,821 | | | $ | 83,817 | | | $ | — | | | $ | 278,644 | |
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Intercompany receivables | 237,556 | | | 2,446 | | | 84,029 | | | (324,031 | ) | | — | |
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Accounts receivable, net | — | | | 399,423 | | | 175,764 | | | | | | 575,187 | |
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Other current assets | 24,087 | | | 194,211 | | | 78,162 | | | — | | | 296,460 | |
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Property, plant and equipment, net | — | | | 961,240 | | | 650,058 | | | — | | | 1,611,298 | |
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Investments in subsidiaries | 2,762,237 | | | 760,718 | | | — | | | (3,522,955 | ) | | — | |
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Intercompany debt receivable | — | | | 379,428 | | | 3,701 | | | (383,129 | ) | | — | |
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Goodwill | | | | 424,057 | | | 154,917 | | | | | | 578,974 | |
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Permits and other intangibles, net | | | | 447,638 | | | 106,020 | | | | | | 553,658 | |
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Other long-term assets | 25,457 | | | 3,759 | | | 9,006 | | | — | | | 38,222 | |
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Total assets | $ | 3,050,343 | | | $ | 3,766,741 | | | $ | 1,345,474 | | | $ | (4,230,115 | ) | | $ | 3,932,443 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | |
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Current liabilities | $ | 61,029 | | | $ | 429,490 | | | $ | 115,747 | | | $ | — | | | $ | 606,266 | |
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Intercompany payables | — | | | 321,533 | | | 2,498 | | | (324,031 | ) | | — | |
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Closure, post-closure and remedial liabilities, net | — | | | 150,250 | | | 31,416 | | | — | | | 181,666 | |
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Long-term obligations | 1,395,000 | | | — | | | — | | | — | | | 1,395,000 | |
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Capital lease obligations, net | — | | | 129 | | | 698 | | | — | | | 827 | |
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Intercompany debt payable | 3,701 | | | — | | | 379,428 | | | (383,129 | ) | | — | |
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Other long-term liabilities | 91,897 | | | 103,102 | | | 54,969 | | | — | | | 249,968 | |
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Total liabilities | 1,551,627 | | | 1,004,504 | | | 584,756 | | | (707,160 | ) | | 2,433,727 | |
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Stockholders’ equity | 1,498,716 | | | 2,762,237 | | | 760,718 | | | (3,522,955 | ) | | 1,498,716 | |
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Total liabilities and stockholders’ equity | $ | 3,050,343 | | | $ | 3,766,741 | | | $ | 1,345,474 | | | $ | (4,230,115 | ) | | $ | 3,932,443 | |
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Following is the condensed consolidating balance sheet at December 31, 2013 (in thousands): |
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| | | | | | | | | | | | | | | | | | | |
| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Assets: | | | | | | | | | | | | | | |
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Cash and cash equivalents | $ | 1,006 | | | $ | 235,445 | | | $ | 73,622 | | | $ | — | | | $ | 310,073 | |
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Intercompany receivables | 269,580 | | | 2,448 | | | 230,224 | | | (502,252 | ) | | — | |
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Accounts receivables | — | | | 387,006 | | | 192,388 | | | — | | | 579,394 | |
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Other current assets | 24,087 | | | 182,881 | | | 74,744 | | | — | | | 281,712 | |
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Property, plant and equipment, net | — | | | 945,280 | | | 656,890 | | | — | | | 1,602,170 | |
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Investments in subsidiaries | 2,683,158 | | | 967,186 | | | 144,953 | | | (3,795,297 | ) | | — | |
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Intercompany debt receivable | — | | | 493,402 | | | 3,701 | | | (497,103 | ) | | — | |
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Goodwill | — | | | 415,541 | | | 155,419 | | | — | | | 570,960 | |
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Permits and other intangibles, net | — | | | 458,917 | | | 111,056 | | | — | | | 569,973 | |
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Other long-term assets | 23,770 | | | 7,018 | | | 8,608 | | | — | | | 39,396 | |
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Total assets | $ | 3,001,601 | | | $ | 4,095,124 | | | $ | 1,651,605 | | | $ | (4,794,652 | ) | | $ | 3,953,678 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | |
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Current liabilities | $ | 33,626 | | | $ | 466,454 | | | $ | 139,465 | | | $ | — | | | $ | 639,545 | |
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Intercompany payables | — | | | 499,749 | | | 2,503 | | | (502,252 | ) | | — | |
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Closure, post-closure and remedial liabilities, net | — | | | 158,298 | | | 31,814 | | | — | | | 190,112 | |
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Long-term obligations | 1,400,000 | | | — | | | — | | | — | | | 1,400,000 | |
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Capital lease obligations, net | — | | | 191 | | | 1,244 | | | — | | | 1,435 | |
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Intercompany debt payable | 3,701 | | | — | | | 493,402 | | | (497,103 | ) | | — | |
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Other long-term liabilities | 88,635 | | | 103,125 | | | 55,187 | | | — | | | 246,947 | |
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Total liabilities | 1,525,962 | | | 1,227,817 | | | 723,615 | | | (999,355 | ) | | 2,478,039 | |
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Stockholders’ equity | 1,475,639 | | | 2,867,307 | | | 927,990 | | | (3,795,297 | ) | | 1,475,639 | |
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Total liabilities and stockholders’ equity | $ | 3,001,601 | | | $ | 4,095,124 | | | $ | 1,651,605 | | | $ | (4,794,652 | ) | | $ | 3,953,678 | |
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Following is the consolidating statement of income (loss) for the three months ended June 30, 2014 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Revenues | | | | | | | | | | |
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Service revenues | | | | $ | 476,268 | | | $ | 194,579 | | | $ | (5,572 | ) | | $ | 665,275 | |
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Product revenues | | | | 151,667 | | | 43,136 | | | (1,598 | ) | | 193,205 | |
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Total revenues | — | | | 627,935 | | | 237,715 | | | (7,170 | ) | | 858,480 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | | |
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Service cost of revenues | | | | 317,861 | | | 133,468 | | | (5,572 | ) | | 445,757 | |
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Product cost of revenues | | | | 118,560 | | | 44,231 | | | (1,598 | ) | | 161,193 | |
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Total cost of revenues | — | | | 436,421 | | | 177,699 | | | (7,170 | ) | | 606,950 | |
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Selling, general and administrative expenses | 25 | | | 82,513 | | | 33,193 | | | — | | | 115,731 | |
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Accretion of environmental liabilities | — | | | 2,219 | | | 390 | | | — | | | 2,609 | |
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Depreciation and amortization | — | | | 41,289 | | | 24,786 | | | — | | | 66,075 | |
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Income from operations | (25 | ) | | 65,493 | | | 1,647 | | | — | | | 67,115 | |
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Other income | — | | | (123 | ) | | (532 | ) | | — | | | (655 | ) |
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Interest (expense) income | (19,612 | ) | | 216 | | | 14 | | | — | | | (19,382 | ) |
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Equity in earnings of subsidiaries | 54,436 | | | 3,393 | | | — | | | (57,829 | ) | | — | |
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Intercompany dividend income | — | | | | | | 3,138 | | | (3,138 | ) | | — | |
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Intercompany interest income (expense) | | | | 9,497 | | | (9,497 | ) | | | | | — | |
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Income before provision for income taxes | 34,799 | | | 78,476 | | | (5,230 | ) | | (60,967 | ) | | 47,078 | |
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Provision (benefit) for income taxes | 6,127 | | | 13,586 | | | (1,307 | ) | | | | | 18,406 | |
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Net income (loss) | 28,672 | | | 64,890 | | | (3,923 | ) | | (60,967 | ) | | 28,672 | |
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Other comprehensive income (loss) | 36,056 | | | 36,056 | | | (42,927 | ) | | 6,871 | | | 36,056 | |
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Comprehensive income (loss) | $ | 64,728 | | | $ | 100,946 | | | $ | (46,850 | ) | | $ | (54,096 | ) | | $ | 64,728 | |
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Following is the consolidating statement of (loss) income for the three months ended June 30, 2013 (in thousands): |
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| | | | | | | | | | | | | | | | | | | |
| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Revenues | | | | | | | | | |
Service revenues | $ | — | | | $ | 497,731 | | | $ | 171,019 | | | $ | 5,122 | | | $ | 673,872 | |
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Product revenues | — | | | 89,740 | | | 95,465 | | | 1,451 | | | 186,656 | |
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Total revenues | — | | | 587,471 | | | 266,484 | | | 6,573 | | | 860,528 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | |
Service cost of revenues | — | | | 341,768 | | | 108,713 | | | 5,122 | | | 455,603 | |
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Product cost of revenues | — | | | 73,712 | | | 83,560 | | | 1,451 | | | 158,723 | |
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Total cost of revenues | — | | | 415,480 | | | 192,273 | | | 6,573 | | | 614,326 | |
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Selling, general and administrative expenses | 30 | | | 89,884 | | | 32,698 | | | — | | | 122,612 | |
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Accretion of environmental liabilities | — | | | 2,437 | | | 442 | | | — | | | 2,879 | |
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Depreciation and amortization | — | | | 44,220 | | | 23,248 | | | — | | | 67,468 | |
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Income from operations | (30 | ) | | 35,450 | | | 17,823 | | | — | | | 53,243 | |
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Other income (expense) | — | | | 2,249 | | | (594 | ) | | — | | | 1,655 | |
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Interest (expense) income | (19,764 | ) | | — | | | 179 | | | — | | | (19,585 | ) |
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Equity in earnings of subsidiaries | 45,106 | | | 14,563 | | | — | | | (59,669 | ) | | — | |
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Intercompany dividend income | — | | | — | | | 3,323 | | | (3,323 | ) | | — | |
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Intercompany interest income (expense) | — | | | 9,969 | | | (9,969 | ) | | — | | | — | |
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Income before provision for income taxes | 25,312 | | | 62,231 | | | 10,762 | | | (62,992 | ) | | 35,313 | |
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Provision for income taxes | 2,410 | | | 7,009 | | | 2,992 | | | — | | | 12,411 | |
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Net income | 22,902 | | | 55,222 | | | 7,770 | | | (62,992 | ) | | 22,902 | |
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Other comprehensive (loss) income | (35,506 | ) | | (35,506 | ) | | 18,685 | | | 16,821 | | | (35,506 | ) |
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Comprehensive (loss) income | $ | (12,604 | ) | | $ | 19,716 | | | $ | 26,455 | | | $ | (46,171 | ) | | $ | (12,604 | ) |
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Following is the consolidating statement of income (loss) for the six months ended June 30, 2014 (in thousands): |
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| | | | | | | | | | | | | | | | | | | |
| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Revenues | | | | | | | | | |
Service revenues | | | | $ | 920,142 | | | $ | 413,584 | | | $ | (8,356 | ) | | $ | 1,325,370 | |
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Product revenues | | | | 286,542 | | | 95,629 | | | (2,394 | ) | | 379,777 | |
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Total revenues | — | | | 1,206,684 | | | 509,213 | | | (10,750 | ) | | 1,705,147 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | |
Service cost of revenues | | | | 622,502 | | | 298,410 | | | (8,356 | ) | | 912,556 | |
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Product cost of revenues | | | | 233,488 | | | 89,019 | | | (2,394 | ) | | 320,113 | |
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Total cost of revenues | — | | | 855,990 | | | 387,429 | | | (10,750 | ) | | 1,232,669 | |
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Selling, general and administrative expenses | 56 | | | 170,066 | | | 64,571 | | | — | | | 234,693 | |
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Accretion of environmental liabilities | | | | 4,567 | | | 766 | | | | | | 5,333 | |
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Depreciation and amortization | | | | 84,021 | | | 51,410 | | | — | | | 135,431 | |
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Income from operations | (56 | ) | | 92,040 | | | 5,037 | | | — | | | 97,021 | |
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Other income | | | | 786 | | | 2,737 | | | | | | 3,523 | |
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Interest (expense) income | (39,346 | ) | | 446 | | | (36 | ) | | | | | (38,936 | ) |
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Equity in earnings of subsidiaries | 84,545 | | | 11,855 | | | | | | (96,400 | ) | | — | |
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Intercompany dividend income | — | | | | | | 6,238 | | | (6,238 | ) | | — | |
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Intercompany interest income (expense) | | | | 18,881 | | | (18,881 | ) | | | | | — | |
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Income before provision for income taxes | 45,143 | | | 124,008 | | | (4,905 | ) | | (102,638 | ) | | 61,608 | |
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Provision (benefit) for income taxes | 7,511 | | | 17,691 | | | (1,226 | ) | | | | | 23,976 | |
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Net income (loss) | 37,632 | | | 106,317 | | | (3,679 | ) | | (102,638 | ) | | 37,632 | |
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Other comprehensive loss | (5,469 | ) | | (5,469 | ) | | (23,245 | ) | | 28,714 | | | (5,469 | ) |
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Comprehensive income (loss) | $ | 32,163 | | | $ | 100,848 | | | $ | (26,924 | ) | | $ | (73,924 | ) | | $ | 32,163 | |
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Following is the consolidating statement of (loss) income for the six months ended June 30, 2013 (in thousands): |
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| | | | | | | | | | | | | | | | | | | |
| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Revenues | | | | | | | | | |
Service revenues | $ | — | | | $ | 896,966 | | | $ | 452,438 | | | $ | (2,910 | ) | | $ | 1,346,494 | |
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Product revenues | — | | | 250,603 | | | 126,407 | | | (813 | ) | | 376,197 | |
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Total revenues | — | | | 1,147,569 | | | 578,845 | | | (3,723 | ) | | 1,722,691 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | |
Service cost of revenues | — | | | 615,940 | | | 310,945 | | | (2,910 | ) | | 923,975 | |
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Product cost of revenues | — | | | 217,353 | | | 109,835 | | | (813 | ) | | 326,375 | |
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Total cost of revenues | — | | | 833,293 | | | 420,780 | | | (3,723 | ) | | 1,250,350 | |
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Selling, general and administrative expenses | 55 | | | 185,445 | | | 65,582 | | | — | | | 251,082 | |
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Accretion of environmental liabilities | — | | | 4,837 | | | 877 | | | — | | | 5,714 | |
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Depreciation and amortization | — | | | 81,509 | | | 45,965 | | | — | | | 127,474 | |
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Income from operations | (55 | ) | | 42,485 | | | 45,641 | | | — | | | 88,071 | |
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Other income (expense) | — | | | 2,969 | | | (789 | ) | | — | | | 2,180 | |
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Interest (expense) income | (39,564 | ) | | — | | | 106 | | | — | | | (39,458 | ) |
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Equity in earnings of subsidiaries | 75,327 | | | 35,976 | | | — | | | (111,303 | ) | | — | |
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Intercompany dividend income | — | | | — | | | 6,968 | | | (6,968 | ) | | — | |
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Intercompany interest income (expense) | — | | | 20,307 | | | (20,307 | ) | | — | | | — | |
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Income before provision for income taxes | 35,708 | | | 101,737 | | | 31,619 | | | (118,271 | ) | | 50,793 | |
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Provision for income taxes | 2,304 | | | 6,535 | | | 8,550 | | | — | | | 17,389 | |
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Net income | 33,404 | | | 95,202 | | | 23,069 | | | (118,271 | ) | | 33,404 | |
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Other comprehensive (loss) income | (59,367 | ) | | (59,367 | ) | | 30,457 | | | 28,910 | | | (59,367 | ) |
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Comprehensive (loss) income | $ | (25,963 | ) | | $ | 35,835 | | | $ | 53,526 | | | $ | (89,361 | ) | | $ | (25,963 | ) |
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Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2014 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Total | | | | |
Harbors, Inc. | Subsidiaries | Non-Guarantor | | | | |
| | Subsidiaries | | | | |
Net cash from operating activities | $ | 16,864 | | | $ | 35,046 | | | $ | 63,034 | | | $ | 114,944 | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | |
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Additions to property, plant and equipment | — | | | (90,515 | ) | | (47,671 | ) | | (138,186 | ) | | | | |
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Proceeds from sales of fixed assets | — | | | 1,015 | | | 1,971 | | | 2,986 | | | | | |
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Acquisitions, net of cash acquired | — | | | (6,150 | ) | | — | | | (6,150 | ) | | | | |
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Costs to obtain or renew permits | — | | | (477 | ) | | (2,414 | ) | | (2,891 | ) | | | | |
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Proceeds from sales of marketable securities | — | | | — | | | 12,947 | | | 12,947 | | | | | |
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Net cash used in investing activities | — | | | (96,127 | ) | | (35,167 | ) | | (131,294 | ) | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | |
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Change in uncashed checks | — | | | 4,595 | | | (1,433 | ) | | 3,162 | | | | | |
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Proceeds from employee stock purchase plan | 4,364 | | | — | | | — | | | 4,364 | | | | | |
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Remittance of shares, net | (2,215 | ) | | — | | | — | | | (2,215 | ) | | | | |
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Repurchases of common stock | (14,657 | ) | | — | | | — | | | (14,657 | ) | | | | |
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Excess tax benefit of stock-based compensation | 644 | | | — | | | — | | | 644 | | | | | |
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Payments on capital leases | — | | | (87 | ) | | (1,103 | ) | | (1,190 | ) | | | | |
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Repayment of long-term obligations | (5,000 | ) | | — | | | — | | | (5,000 | ) | | | | |
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Dividends (paid) / received | — | | | (7,412 | ) | | 7,412 | | | — | | | | | |
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Interest received / (payments) | — | | | 22,361 | | | (22,361 | ) | | — | | | | | |
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Net cash from financing activities | (16,864 | ) | | 19,457 | | | (17,485 | ) | | (14,892 | ) | | | | |
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Effect of exchange rate change on cash | — | | | — | | | (187 | ) | | (187 | ) | | | | |
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(Decrease) increase in cash and cash equivalents | — | | | (41,624 | ) | | 10,195 | | | (31,429 | ) | | | | |
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Cash and cash equivalents, beginning of period | 1,006 | | | 235,445 | | | 73,622 | | | 310,073 | | | | | |
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Cash and cash equivalents, end of period | $ | 1,006 | | | $ | 193,821 | | | $ | 83,817 | | | $ | 278,644 | | | | | |
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Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2013 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Total | | | | |
Harbors, Inc. | Subsidiaries | Non-Guarantor | | | | |
| | Subsidiaries | | | | |
Net cash from operating activities | $ | (36,459 | ) | | $ | 84,226 | | | $ | 89,845 | | | $ | 137,612 | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | |
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Additions to property, plant and equipment | — | | | (62,818 | ) | | (78,648 | ) | | (141,466 | ) | | | | |
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Proceeds from sale of fixed assets | — | | | 803 | | | 1,391 | | | 2,194 | | | | | |
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Acquisitions, net of cash acquired | — | | | — | | | — | | | — | | | | | |
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Costs to obtain or renew permits | — | | | (212 | ) | | (1,957 | ) | | (2,169 | ) | | | | |
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Net cash used in investing activities | — | | | (62,227 | ) | | (79,214 | ) | | (141,441 | ) | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | |
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Change in uncashed checks | — | | | 37,118 | | | 3,238 | | | 40,356 | | | | | |
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Proceeds from exercise of stock options | 399 | | | — | | | — | | | 399 | | | | | |
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Proceeds from employee stock purchase plan | 3,391 | | | — | | | — | | | 3,391 | | | | | |
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Remittance of shares, net | (169 | ) | | — | | | — | | | (169 | ) | | | | |
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Excess tax benefit of stock-based compensation | 1,326 | | | — | | | — | | | 1,326 | | | | | |
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Deferred financing costs paid | (2,446 | ) | | — | | | — | | | (2,446 | ) | | | | |
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Payments of capital leases | — | | | (164 | ) | | (2,424 | ) | | (2,588 | ) | | | | |
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Issuance costs related to 2012 issuance of common stock | (250 | ) | | — | | | — | | | (250 | ) | | | | |
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Dividends (paid) / received | — | | | (6,989 | ) | | 6,989 | | | — | | | | | |
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Interest received / (payments) | — | | | 21,780 | | | (21,780 | ) | | — | | | | | |
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Net cash from financing activities | 2,251 | | | 51,745 | | | (13,977 | ) | | 40,019 | | | | | |
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Effect of exchange rate change on cash | — | | | — | | | (2,548 | ) | | (2,548 | ) | | | | |
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(Decrease) increase in cash and cash equivalents | (34,208 | ) | | 73,744 | | | (5,894 | ) | | 33,642 | | | | | |
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Cash and cash equivalents, beginning of period | 35,214 | | | 140,683 | | | 53,939 | | | 229,836 | | | | | |
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Cash and cash equivalents, end of period | $ | 1,006 | | | $ | 214,427 | | | $ | 48,045 | | | $ | 263,478 | | | | | |
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