GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2015 |
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. |
Revision of Previously Reported Condensed Consolidating Information - As discussed further in the Company's 2014 Annual Report on Form 10-K, during preparation of the December 31, 2014 financial statements, management determined that certain amounts in the Company’s condensed consolidating financial information as previously presented in this Guarantor And Non-Guarantor Subsidiaries footnote for the period ended March 31, 2014 was not presented in accordance with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). The accompanying financial information related to the period ended March 31, 2014 has therefore been revised to correct the historical presentation. The revisions primarily relate to the following items: |
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• | (Benefit) provision for income taxes - Excess provision for income taxes was allocated to Clean Harbors, Inc. and under allocated to U.S. Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | |
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• | Equity in earnings of subsidiaries, net of tax - interest expense resulting from transactions between the U.S. Guarantor Subsidiaries and Foreign Non-Guarantor Subsidiaries was incorrectly excluded in the application of the equity method of accounting required by Rule 3-10 resulting in an overstatement of equity in earnings of subsidiaries, net of tax, as reflected in the financial information for the U.S. Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | |
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These revisions impacted the condensed consolidating information for the period ended March 31, 2014 as presented in this footnote only and did not affect any of the Company's consolidated financial statements or ratios based thereon. There was no impact to the Company's loan covenants as a result of these corrections. |
Following is the condensed consolidating balance sheet at March 31, 2015 (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 | $ | 84,881 | | | $ | 78,608 | | | $ | 70,250 | | | $ | — | | | $ | 233,739 | |
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Intercompany receivables | 141,084 | | | 255,080 | | | 42,134 | | | (438,298 | ) | | — | |
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Accounts receivable, net | — | | | 388,652 | | | 132,911 | | | — | | | 521,563 | |
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Other current assets | 33 | | | 214,784 | | | 73,066 | | | — | | | 287,883 | |
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Property, plant and equipment, net | — | | | 973,825 | | | 528,672 | | | — | | | 1,502,497 | |
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Investments in subsidiaries | 2,602,744 | | | 605,528 | | | — | | | (3,208,272 | ) | | — | |
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Intercompany debt receivable | — | | | 300,706 | | | 3,701 | | | (304,407 | ) | | — | |
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Goodwill | — | | | 324,930 | | | 120,482 | | | — | | | 445,412 | |
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Permits and other intangibles, net | — | | | 435,343 | | | 84,702 | | | — | | | 520,045 | |
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Other long-term assets | 15,982 | | | 13,005 | | | 5,916 | | | — | | | 34,903 | |
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Total assets | $ | 2,844,724 | | | $ | 3,590,461 | | | $ | 1,061,834 | | | $ | (3,950,977 | ) | | $ | 3,546,042 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | |
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Current liabilities | $ | 18,620 | | | $ | 416,437 | | | $ | 84,804 | | | $ | — | | | $ | 519,861 | |
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Intercompany payables | 264,554 | | | 171,792 | | | 1,952 | | | (438,298 | ) | | — | |
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Closure, post-closure and remedial liabilities, net | — | | | 153,029 | | | 22,712 | | | — | | | 175,741 | |
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Long-term obligations | 1,395,000 | | | — | | | — | | | — | | | 1,395,000 | |
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Intercompany debt payable | 3,701 | | | — | | | 300,706 | | | (304,407 | ) | | — | |
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Other long-term liabilities | — | | | 246,459 | | | 46,132 | | | — | | | 292,591 | |
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Total liabilities | 1,681,875 | | | 987,717 | | | 456,306 | | | (742,705 | ) | | 2,383,193 | |
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Stockholders’ equity | 1,162,849 | | | 2,602,744 | | | 605,528 | | | (3,208,272 | ) | | 1,162,849 | |
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Total liabilities and stockholders’ equity | $ | 2,844,724 | | | $ | 3,590,461 | | | $ | 1,061,834 | | | $ | (3,950,977 | ) | | $ | 3,546,042 | |
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Following is the condensed consolidating balance sheet at December 31, 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 | | | $ | 154,147 | | | $ | 91,726 | | | $ | — | | | $ | 246,879 | |
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Intercompany receivables | 133,219 | | | 156,920 | | | 39,724 | | | (329,863 | ) | | — | |
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Accounts receivables | — | | | 414,205 | | | 142,926 | | | — | | | 557,131 | |
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Other current assets | — | | | 241,232 | | | 81,191 | | | — | | | 322,423 | |
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Property, plant and equipment, net | — | | | 970,757 | | | 588,077 | | | — | | | 1,558,834 | |
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Investments in subsidiaries | 2,694,727 | | | 663,191 | | | — | | | (3,357,918 | ) | | — | |
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Intercompany debt receivable | — | | | 327,634 | | | 3,701 | | | (331,335 | ) | | — | |
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Goodwill | — | | | 324,930 | | | 127,739 | | | — | | | 452,669 | |
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Permits and other intangibles, net | — | | | 435,906 | | | 94,174 | | | — | | | 530,080 | |
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Other long-term assets | 16,801 | | | 12,959 | | | 6,502 | | | — | | | 36,262 | |
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Total assets | $ | 2,845,753 | | | $ | 3,701,881 | | | $ | 1,175,760 | | | $ | (4,019,116 | ) | | $ | 3,704,278 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | |
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Current liabilities | $ | 20,820 | | | $ | 444,059 | | | $ | 107,592 | | | $ | — | | | $ | 572,471 | |
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Intercompany payables | 163,361 | | | 164,231 | | | 2,271 | | | (329,863 | ) | | — | |
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Closure, post-closure and remedial liabilities, net | — | | | 158,622 | | | 25,109 | | | — | | | 183,731 | |
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Long-term obligations | 1,395,000 | | | — | | | — | | | — | | | 1,395,000 | |
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Intercompany debt payable | 3,701 | | | — | | | 327,634 | | | (331,335 | ) | | — | |
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Other long-term liabilities | — | | | 240,242 | | | 49,963 | | | — | | | 290,205 | |
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Total liabilities | 1,582,882 | | | 1,007,154 | | | 512,569 | | | (661,198 | ) | | 2,441,407 | |
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Stockholders’ equity | 1,262,871 | | | 2,694,727 | | | 663,191 | | | (3,357,918 | ) | | 1,262,871 | |
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Total liabilities and stockholders’ equity | $ | 2,845,753 | | | $ | 3,701,881 | | | $ | 1,175,760 | | | $ | (4,019,116 | ) | | $ | 3,704,278 | |
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Following is the consolidating statement of (loss) income for the three months ended March 31, 2015 (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 | $ | — | | | $ | 418,517 | | | $ | 193,453 | | | $ | (15,640 | ) | | $ | 596,330 | |
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Product revenues | — | | | 116,536 | | | 23,204 | | | (3,571 | ) | | 136,169 | |
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Total revenues | — | | | 535,053 | | | 216,657 | | | (19,211 | ) | | 732,499 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | | |
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Service cost of revenues | — | | | 277,602 | | | 154,428 | | | (15,640 | ) | | 416,390 | |
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Product cost of revenues | — | | | 115,286 | | | 18,402 | | | (3,571 | ) | | 130,117 | |
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Total cost of revenues | — | | | 392,888 | | | 172,830 | | | (19,211 | ) | | 546,507 | |
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Selling, general and administrative expenses | 25 | | | 80,984 | | | 26,706 | | | — | | | 107,715 | |
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Accretion of environmental liabilities | — | | | 2,306 | | | 313 | | | — | | | 2,619 | |
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Depreciation and amortization | — | | | 45,801 | | | 22,555 | | | — | | | 68,356 | |
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(Loss) income from operations | (25 | ) | | 13,074 | | | (5,747 | ) | | — | | | 7,302 | |
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Other income | — | | | 111 | | | 298 | | | — | | | 409 | |
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Interest (expense) income | (19,639 | ) | | 178 | | | 23 | | | — | | | (19,438 | ) |
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Equity in earnings of subsidiaries, net of taxes | 4,709 | | | (7,029 | ) | | — | | | 2,320 | | | — | |
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Intercompany interest income (expense) | — | | | 5,977 | | | (5,977 | ) | | — | | | — | |
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(Loss) income before provision for income taxes | (14,955 | ) | | 12,311 | | | (11,403 | ) | | 2,320 | | | (11,727 | ) |
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(Benefit) provision for income taxes | (7,866 | ) | | 7,602 | | | (4,374 | ) | | — | | | (4,638 | ) |
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Net (loss) income | (7,089 | ) | | 4,709 | | | (7,029 | ) | | 2,320 | | | (7,089 | ) |
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Other comprehensive loss | (77,403 | ) | | (77,403 | ) | | (50,635 | ) | | 128,038 | | | (77,403 | ) |
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Comprehensive loss | $ | (84,492 | ) | | $ | (72,694 | ) | | $ | (57,664 | ) | | $ | 130,358 | | | $ | (84,492 | ) |
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Following is the consolidating statement of income for the three months ended March 31, 2014 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Consolidating | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor | Adjustments |
| | Subsidiaries | |
Revenues | | | | | | | | | |
Service revenues | $ | — | | | $ | 445,903 | | | $ | 218,171 | | | $ | (3,979 | ) | | $ | 660,095 | |
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Product revenues | — | | | 135,203 | | | 52,494 | | | (1,125 | ) | | 186,572 | |
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Total revenues | — | | | 581,106 | | | 270,665 | | | (5,104 | ) | | 846,667 | |
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Cost of revenues (exclusive of items shown separately below) | | | | | | | | | |
Service cost of revenues | — | | | 306,290 | | | 164,488 | | | (3,979 | ) | | 466,799 | |
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Product cost of revenues | — | | | 115,257 | | | 44,788 | | | (1,125 | ) | | 158,920 | |
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Total cost of revenues | — | | | 421,547 | | | 209,276 | | | (5,104 | ) | | 625,719 | |
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Selling, general and administrative expenses | 31 | | | 87,575 | | | 31,356 | | | — | | | 118,962 | |
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Accretion of environmental liabilities | — | | | 2,381 | | | 343 | | | — | | | 2,724 | |
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Depreciation and amortization | — | | | 42,808 | | | 26,548 | | | — | | | 69,356 | |
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(Loss) income from operations | (31 | ) | | 26,795 | | | 3,142 | | | — | | | 29,906 | |
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Other income | — | | | 582 | | | 3,596 | | | — | | | 4,178 | |
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Interest (expense) income | (19,734 | ) | | 234 | | | (54 | ) | | — | | | (19,554 | ) |
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Equity in earnings of subsidiaries, net of taxes | 20,819 | | | (519 | ) | | — | | | (20,300 | ) | | — | |
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Intercompany dividend income | — | | | — | | | 3,100 | | | (3,100 | ) | | — | |
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Intercompany interest income (expense) | — | | | 9,057 | | | (9,057 | ) | | — | | | — | |
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Income before (benefit) provision for income taxes | 1,054 | | | 36,149 | | | 727 | | | (23,400 | ) | | 14,530 | |
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(Benefit) provision for income taxes | (7,906 | ) | | 15,330 | | | (1,854 | ) | | — | | | 5,570 | |
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Net income | 8,960 | | | 20,819 | | | 2,581 | | | (23,400 | ) | | 8,960 | |
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Other comprehensive (loss) income | (41,525 | ) | | (41,525 | ) | | 19,682 | | | 21,843 | | | (41,525 | ) |
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Comprehensive (loss) income | $ | (32,565 | ) | | $ | (20,706 | ) | | $ | 22,263 | | | $ | (1,557 | ) | | $ | (32,565 | ) |
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Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2015 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Consolidating Adjustments | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor |
| | Subsidiaries |
Net cash (used in) from operating activities | $ | (8,032 | ) | | $ | 85,311 | | | $ | 7,498 | | | $ | — | | | $ | 84,777 | |
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Cash flows from investing activities: | | | | | | | | | | | | | |
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Additions to property, plant and equipment | — | | | (37,670 | ) | | (15,279 | ) | | — | | | (52,949 | ) |
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Proceeds from sales of fixed assets | — | | | 113 | | | 647 | | | — | | | 760 | |
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Costs to obtain or renew permits | — | | | — | | | (1,171 | ) | | — | | | (1,171 | ) |
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Intercompany | — | | | (108,435 | ) | | — | | | 108,435 | | | — | |
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Net cash used in investing activities | — | | | (145,992 | ) | | (15,803 | ) | | 108,435 | | | (53,360 | ) |
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Cash flows from (used in) financing activities: | | | | | | | | | | | | | |
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Change in uncashed checks | — | | | (14,694 | ) | | (5,574 | ) | | — | | | (20,268 | ) |
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Issuance of restricted shares, net of shares remitted | (1,154 | ) | | — | | | — | | | — | | | (1,154 | ) |
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Repurchases of common stock | (15,379 | ) | | — | | | — | | | — | | | (15,379 | ) |
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Excess tax benefit of stock-based compensation | 5 | | | — | | | — | | | — | | | 5 | |
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Payments on capital leases | — | | | (164 | ) | | (234 | ) | | — | | | (398 | ) |
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Intercompany | 108,435 | | | — | | | — | | | (108,435 | ) | | — | |
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Net cash from (used in) financing activities | 91,907 | | | (14,858 | ) | | (5,808 | ) | | (108,435 | ) | | (37,194 | ) |
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Effect of exchange rate change on cash | — | | | — | | | (7,363 | ) | | — | | | (7,363 | ) |
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Increase (decrease) in cash and cash equivalents | 83,875 | | | (75,539 | ) | | (21,476 | ) | | — | | | (13,140 | ) |
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Cash and cash equivalents, beginning of period | 1,006 | | | 154,147 | | | 91,726 | | | — | | | 246,879 | |
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Cash and cash equivalents, end of period | $ | 84,881 | | | $ | 78,608 | | | $ | 70,250 | | | $ | — | | | $ | 233,739 | |
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Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2014 (in thousands): |
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| Clean | | U.S. Guarantor | | Foreign | | Consolidating Adjustments | | Total |
Harbors, Inc. | Subsidiaries | Non-Guarantor |
| | Subsidiaries |
Net cash (used in) from operating activities | $ | (49,377 | ) | | $ | 72,813 | | | $ | (6,519 | ) | | $ | (12,321 | ) | | $ | 4,596 | |
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Cash flows from investing activities: | | | | | | | | | | | | | |
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Additions to property, plant and equipment | — | | | (46,287 | ) | | (28,718 | ) | | — | | | (75,005 | ) |
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Proceeds from sale of fixed assets | — | | | 228 | | | 648 | | | — | | | 876 | |
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Costs to obtain or renew permits | — | | | (111 | ) | | (964 | ) | | — | | | (1,075 | ) |
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Proceeds from sale of long term investments | — | | | — | | | 12,870 | | | — | | | 12,870 | |
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Intercompany | — | | | (49,094 | ) | | — | | | 49,094 | | | — | |
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Net cash used in investing activities | — | | | (95,264 | ) | | (16,164 | ) | | 49,094 | | | (62,334 | ) |
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Cash flows from (used in) financing activities: | | | | | | | | | | | | | |
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Change in uncashed checks | — | | | 60 | | | (39 | ) | | — | | | 21 | |
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Proceeds from employee stock purchase plan | 2,141 | | | — | | | — | | | — | | | 2,141 | |
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Issuance of restricted shares, net of shares remitted | (750 | ) | | — | | | — | | | — | | | (750 | ) |
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Repurchases of common stock | (1,225 | ) | | — | | | — | | | — | | | (1,225 | ) |
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Excess tax benefit of stock-based compensation | 117 | | | — | | | — | | | — | | | 117 | |
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Payments of capital leases | — | | | (42 | ) | | (596 | ) | | — | | | (638 | ) |
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Dividends (paid) / received | — | | | (12,321 | ) | | — | | | 12,321 | | | — | |
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Intercompany | 49,094 | | | — | | | — | | | (49,094 | ) | | — | |
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Net cash from (used in) financing activities | 49,377 | | | (12,303 | ) | | (635 | ) | | (36,773 | ) | | (334 | ) |
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Effect of exchange rate change on cash | — | | | — | | | (2,994 | ) | | — | | | (2,994 | ) |
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Decrease in cash and cash equivalents | — | | | (34,754 | ) | | (26,312 | ) | | — | | | (61,066 | ) |
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Cash and cash equivalents, beginning of period | 1,006 | | | 235,505 | | | 73,562 | | | — | | | 310,073 | |
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Cash and cash equivalents, end of period | $ | 1,006 | | | $ | 200,751 | | | $ | 47,250 | | | $ | — | | | $ | 249,007 | |
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