GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The 2020 Notes and the 2021 Notes (collectively, the "Senior Unsecured Notes") and the Company's obligations under its Term Loan Agreement are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor is a 100% owned subsidiary of Clean Harbors, Inc. and its guarantee is both full and unconditional and joint and several. The guarantees are, however, subject to customary release provisions under which, in particular, the guarantee of any domestic restricted subsidiary will be released if the Company sells such subsidiary to an unrelated third party in accordance with the terms of the indentures which govern the Senior Unsecured Notes and of the Term Loan Agreement. The Senior Unsecured Notes and the Company's obligations under its Term Loan Agreement are not guaranteed by the Company’s subsidiaries organized outside the United States. The following supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively, is presented in conformity with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). Following is the condensed consolidating balance sheet at June 30, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,960 $ 92,833 $ 52,275 $ — $ 197,068 Short-term marketable securities — — 36,862 — 36,862 Intercompany receivables 250,206 651,218 61,125 (962,549 ) — Accounts receivable, net — 497,775 92,805 — 590,580 Other current assets — 260,489 60,225 (8,742 ) 311,972 Property, plant and equipment, net — 1,243,171 366,211 — 1,609,382 Investments in subsidiaries 3,135,271 599,091 — (3,734,362 ) — Intercompany debt receivable — 15,224 21,000 (36,224 ) — Goodwill — 437,229 60,022 — 497,251 Permits and other intangibles, net — 402,096 53,824 — 455,920 Other long-term assets 2,283 12,337 1,811 (5 ) 16,426 Total assets $ 3,439,720 $ 4,211,463 $ 806,160 $ (4,741,882 ) $ 3,715,461 Liabilities and Stockholders’ Equity: Current liabilities $ 16,627 $ 406,111 $ 129,672 $ (8,742 ) $ 543,668 Intercompany payables 637,318 309,423 15,808 (962,549 ) — Closure, post-closure and remedial liabilities, net — 146,922 16,850 — 163,772 Long-term obligations, net 1,624,727 — — — 1,624,727 Intercompany debt payable — 21,000 15,224 (36,224 ) — Other long-term liabilities — 200,999 21,252 (5 ) 222,246 Total liabilities 2,278,672 1,084,455 198,806 (1,007,520 ) 2,554,413 Stockholders’ equity 1,161,048 3,127,008 607,354 (3,734,362 ) 1,161,048 Total liabilities and stockholders’ equity $ 3,439,720 $ 4,211,463 $ 806,160 $ (4,741,882 ) $ 3,715,461 Following is the condensed consolidating balance sheet at December 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,638 $ 207,777 $ 59,984 $ — $ 319,399 Short-term marketable securities — — 38,179 — 38,179 Intercompany receivables 238,339 590,100 52,909 (881,348 ) — Accounts receivable, net — 433,042 95,882 — 528,924 Other current assets 897 233,602 52,947 (19,892 ) 267,554 Property, plant and equipment, net — 1,174,975 412,390 — 1,587,365 Investments in subsidiaries 3,112,547 569,568 — (3,682,115 ) — Intercompany debt receivable — 92,530 21,000 (113,530 ) — Goodwill — 415,641 62,882 — 478,523 Permits and other intangibles, net — 408,655 60,473 — 469,128 Other long-term assets 2,084 12,064 3,350 — 17,498 Total assets $ 3,405,505 $ 4,137,954 $ 859,996 $ (4,696,885 ) $ 3,706,570 Liabilities and Stockholders’ Equity: Current liabilities $ 16,954 $ 371,135 $ 135,620 $ (19,892 ) $ 503,817 Intercompany payables 574,812 289,531 17,005 (881,348 ) — Closure, post-closure and remedial liabilities, net — 148,872 16,851 — 165,723 Long-term obligations, net 1,625,537 — — — 1,625,537 Intercompany debt payable — 21,000 92,530 (113,530 ) — Other long-term liabilities — 201,086 22,205 — 223,291 Total liabilities 2,217,303 1,031,624 284,211 (1,014,770 ) 2,518,368 Stockholders’ equity 1,188,202 3,106,330 575,785 (3,682,115 ) 1,188,202 Total liabilities and stockholders’ equity $ 3,405,505 $ 4,137,954 $ 859,996 $ (4,696,885 ) $ 3,706,570 Following is the consolidating statement of operations for the three months ended June 30, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 544,521 $ 165,435 $ (13,177 ) $ 696,779 Product revenues — 137,891 17,363 (2,893 ) 152,361 Total revenues — 682,412 182,798 (16,070 ) 849,140 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 361,644 124,956 (13,177 ) 473,423 Product cost of revenues — 102,442 10,612 (2,893 ) 110,161 Total cost of revenues — 464,086 135,568 (16,070 ) 583,584 Selling, general and administrative expenses 133 105,022 20,840 — 125,995 Accretion of environmental liabilities — 2,194 254 — 2,448 Depreciation and amortization — 52,864 19,896 — 72,760 (Loss) income from operations (133 ) 58,246 6,240 — 64,353 Other income, net — 269 577 — 846 Interest (expense) income, net (21,216 ) 238 209 — (20,769 ) Equity in earnings of subsidiaries, net of taxes 46,118 2,230 — (48,348 ) — Intercompany interest income (expense) — 1,084 (1,084 ) — — Income before (benefit) provision for income taxes 24,769 62,067 5,942 (48,348 ) 44,430 (Benefit) provision for income taxes (5,978 ) 18,228 1,433 — 13,683 Net income 30,747 43,839 4,509 (48,348 ) 30,747 Other comprehensive loss (4,942 ) (4,942 ) (10,435 ) 15,377 (4,942 ) Comprehensive income (loss) $ 25,805 $ 38,897 $ (5,926 ) $ (32,971 ) $ 25,805 Following is the consolidating statement of operations for the three months ended June 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 474,801 $ 147,924 $ (11,785 ) $ 610,940 Product revenues — 125,859 18,730 (2,741 ) 141,848 Total revenues — 600,660 166,654 (14,526 ) 752,788 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 306,960 117,181 (11,785 ) 412,356 Product cost of revenues — 98,645 11,543 (2,741 ) 107,447 Total cost of revenues — 405,605 128,724 (14,526 ) 519,803 Selling, general and administrative expenses 27 92,504 19,763 — 112,294 Accretion of environmental liabilities — 2,181 235 — 2,416 Depreciation and amortization — 51,937 19,594 — 71,531 (Loss) income from operations (27 ) 48,433 (1,662 ) — 46,744 Other expense, net (76 ) (406 ) (351 ) — (833 ) Loss on early extinguishment of debt (6,045 ) — — — (6,045 ) Gain on sale of business — 31,722 — — 31,722 Interest (expense) income, net (22,614 ) 240 (118 ) — (22,492 ) Equity in earnings of subsidiaries, net of taxes 43,167 (5,332 ) — (37,835 ) — Intercompany interest income (expense) — 1,268 (1,268 ) — — Income (loss) before (benefit) provision for income taxes 14,405 75,925 (3,399 ) (37,835 ) 49,096 (Benefit) provision for income taxes (11,475 ) 31,981 2,710 — 23,216 Net income (loss) 25,880 43,944 (6,109 ) (37,835 ) 25,880 Other comprehensive income 15,098 15,098 12,837 (27,935 ) 15,098 Comprehensive income $ 40,978 $ 59,042 $ 6,728 $ (65,770 ) $ 40,978 Following is the consolidating statement of operations for the six months ended June 30, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,026,004 $ 317,836 $ (27,342 ) $ 1,316,498 Product revenues — 259,473 28,813 (5,866 ) 282,420 Total revenues — 1,285,477 346,649 (33,208 ) 1,598,918 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 689,824 258,590 (27,342 ) 921,072 Product cost of revenues — 197,480 17,323 (5,866 ) 208,937 Total cost of revenues — 887,304 275,913 (33,208 ) 1,130,009 Selling, general and administrative expenses 168 198,865 42,050 — 241,083 Accretion of environmental liabilities — 4,370 508 — 4,878 Depreciation and amortization — 106,568 41,036 — 147,604 (Loss) income from operations (168 ) 88,370 (12,858 ) — 75,344 Other income, net — 184 363 — 547 Interest (expense) income, net (42,215 ) 743 433 — (41,039 ) Equity in earnings of subsidiaries, net of taxes 48,632 (17,832 ) — (30,800 ) — Intercompany interest income (expense) — 2,445 (2,445 ) — — Income (loss) before (benefit) provision for income taxes 6,249 73,910 (14,507 ) (30,800 ) 34,852 (Benefit) provision for income taxes (11,867 ) 27,329 1,274 — 16,736 Net income (loss) 18,116 46,581 (15,781 ) (30,800 ) 18,116 Other comprehensive loss (21,688 ) (21,688 ) (24,442 ) 46,130 (21,688 ) Comprehensive (loss) income $ (3,572 ) $ 24,893 $ (40,223 ) $ 15,330 $ (3,572 ) Following is the consolidating statement of operations for the six months ended June 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 918,106 $ 278,995 $ (25,947 ) $ 1,171,154 Product revenues — 242,509 34,061 (5,995 ) 270,575 Total revenues — 1,160,615 313,056 (31,942 ) 1,441,729 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 601,105 228,285 (25,947 ) 803,443 Product cost of revenues — 195,150 23,790 (5,995 ) 212,945 Total cost of revenues — 796,255 252,075 (31,942 ) 1,016,388 Selling, general and administrative expenses 51 184,675 39,789 — 224,515 Accretion of environmental liabilities — 4,236 470 — 4,706 Depreciation and amortization — 103,837 40,106 — 143,943 (Loss) income from operations (51 ) 71,612 (19,384 ) — 52,177 Other expense, net (222 ) (1,795 ) (365 ) — (2,382 ) Loss on early extinguishment of debt (6,045 ) — — — (6,045 ) Gain on sale of business — 31,722 — — 31,722 Interest (expense) income, net (45,273 ) 359 (154 ) — (45,068 ) Equity in earnings of subsidiaries, net of taxes 35,530 (27,156 ) — (8,374 ) — Intercompany interest income (expense) — 2,565 (2,565 ) — — (Loss) income before (benefit) provision for income taxes (16,061 ) 77,307 (22,468 ) (8,374 ) 30,404 (Benefit) provision for income taxes (20,548 ) 41,618 4,847 — 25,917 Net income (loss) 4,487 35,689 (27,315 ) (8,374 ) 4,487 Other comprehensive income 21,149 21,149 17,869 (39,018 ) 21,149 Comprehensive income (loss) $ 25,636 $ 56,838 $ (9,446 ) $ (47,392 ) $ 25,636 Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from operating activities $ 790 $ 121,021 $ 7,859 $ — $ 129,670 Cash flows used in investing activities: Additions to property, plant and equipment — (77,773 ) (16,366 ) — (94,139 ) Proceeds from sale and disposal of fixed assets — 1,035 1,606 — 2,641 Acquisitions, net of cash acquired — (123,750 ) — — (123,750 ) Additions to intangible assets, including costs to obtain or renew permits — (1,991 ) (115 ) — (2,106 ) Proceeds from sale of available-for-sale securities — — 11,214 — 11,214 Purchases of available-for-sale securities — — (10,001 ) — (10,001 ) Intercompany — (30,657 ) — 30,657 — Net cash used in investing activities — (233,136 ) (13,662 ) 30,657 (216,141 ) Cash flows (used in) from financing activities: Change in uncashed checks — (2,829 ) 26 — (2,803 ) Tax payments related to withholdings on vested restricted stock (2,175 ) — — — (2,175 ) Repurchases of common stock (26,482 ) — — — (26,482 ) Deferred financing costs paid (468 ) — — — (468 ) Principal payment on debt (2,000 ) — — — (2,000 ) Intercompany 30,657 — — (30,657 ) — Net cash (used) from in financing activities (468 ) (2,829 ) 26 (30,657 ) (33,928 ) Effect of exchange rate change on cash — — (1,932 ) — (1,932 ) Increase (decrease) in cash and cash equivalents 322 (114,944 ) (7,709 ) — (122,331 ) Cash and cash equivalents, beginning of period 51,638 207,777 59,984 — 319,399 Cash and cash equivalents, end of period $ 51,960 $ 92,833 $ 52,275 $ — $ 197,068 Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash (used in) from operating activities $ (93,808 ) $ 206,496 $ 4,243 $ — $ 116,931 Cash flows from (used in) investing activities: Additions to property, plant and equipment — (75,152 ) (13,590 ) — (88,742 ) Proceeds from sale and disposal of fixed assets — 984 1,137 — 2,121 Acquisitions, net of cash acquired — (9,277 ) — — (9,277 ) Proceeds from sale of businesses, net of transactional costs — 46,210 181 — 46,391 Additions to intangible assets, including costs to obtain or renew permits — (888 ) (351 ) — (1,239 ) Proceeds from sale of available-for-sale securities 376 — — — 376 Intercompany — (14,343 ) — 14,343 — Net cash from (used in) investing activities 376 (52,466 ) (12,623 ) 14,343 (50,370 ) Cash flows from (used in) financing activities: Change in uncashed checks — (5,977 ) (2,384 ) — (8,361 ) Proceeds from exercise of stock options 46 — — — 46 Tax payments related to withholdings on vested restricted stock (2,132 ) — — — (2,132 ) Repurchases of common stock (12,257 ) — — — (12,257 ) Deferred financing costs paid (4,727 ) — — — (4,727 ) Premium paid on early extinguishment of debt (4,665 ) — — — (4,665 ) Principal payment on debt (296,202 ) — — — (296,202 ) Issuance of senior secured notes, net of discount 399,000 — — — 399,000 Intercompany 14,343 — — (14,343 ) — Net cash from (used) in financing activities 93,406 (5,977 ) (2,384 ) (14,343 ) 70,702 Effect of exchange rate change on cash — — 2,106 — 2,106 (Decrease) increase in cash and cash equivalents (26 ) 148,053 (8,658 ) — 139,369 Cash and cash equivalents, beginning of period 51,417 155,943 99,637 — 306,997 Cash and cash equivalents, end of period $ 51,391 $ 303,996 $ 90,979 $ — $ 446,366 |