GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The 2021 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 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 2021 Notes and of the Term Loan Agreement. The 2021 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 March 31, 2019 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 27,431 $ 75,099 $ 64,841 $ — $ 167,371 Short-term marketable securities 121 — 57,356 — 57,477 Intercompany receivables 268,195 701,583 58,138 (1,027,916 ) — Accounts receivable, net — 526,047 87,460 — 613,507 Other current assets — 281,802 44,525 (16,560 ) 309,767 Property, plant and equipment, net — 1,261,206 327,407 — 1,588,613 Investments in subsidiaries 3,176,613 566,296 — (3,742,909 ) — Intercompany debt receivable — 14,900 21,000 (35,900 ) — Operating lease right-of-use assets — 137,591 32,959 — 170,550 Goodwill — 459,139 58,771 — 517,910 Permits and other intangibles, net — 390,838 48,120 — 438,958 Other long-term assets 1,437 13,530 2,903 31 17,901 Total assets $ 3,473,797 $ 4,428,031 $ 803,480 $ (4,823,254 ) $ 3,882,054 Liabilities and Stockholders’ Equity: Current liabilities $ 35,686 $ 431,891 $ 146,493 $ (16,560 ) $ 597,510 Intercompany payables 702,141 325,025 750 (1,027,916 ) — Closure, post-closure and remedial liabilities, net — 147,944 17,524 — 165,468 Long-term obligations, net 1,564,005 — — — 1,564,005 Operating lease liabilities, less current portion — 104,374 24,315 — 128,689 Intercompany debt payable — 21,000 14,900 (35,900 ) — Other long-term liabilities — 233,979 20,407 31 254,417 Total liabilities 2,301,832 1,264,213 224,389 (1,080,345 ) 2,710,089 Stockholders’ equity 1,171,965 3,163,818 579,091 (3,742,909 ) 1,171,965 Total liabilities and stockholders’ equity $ 3,473,797 $ 4,428,031 $ 803,480 $ (4,823,254 ) $ 3,882,054 Following is the condensed consolidating balance sheet at December 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 27,308 $ 101,302 $ 97,897 $ — $ 226,507 Short-term marketable securities 67 — 52,789 — 52,856 Intercompany receivables 262,475 721,521 60,693 (1,044,689 ) — Accounts receivable, net — 520,785 86,167 — 606,952 Other current assets — 289,869 49,631 (23,657 ) 315,843 Property, plant and equipment, net — 1,233,578 328,400 — 1,561,978 Investments in subsidiaries 3,162,704 571,304 — (3,734,008 ) — Intercompany debt receivable — 14,669 21,000 (35,669 ) — Goodwill — 456,307 57,882 — 514,189 Permits and other intangibles, net — 393,045 48,830 — 441,875 Other long-term assets 1,551 13,545 3,025 — 18,121 Total assets $ 3,454,105 $ 4,315,925 $ 806,314 $ (4,838,023 ) $ 3,738,321 Liabilities and Stockholders’ Equity: Current liabilities $ 20,170 $ 457,164 $ 148,601 $ (23,657 ) $ 602,278 Intercompany payables 699,158 321,846 23,685 (1,044,689 ) — Closure, post-closure and remedial liabilities, net — 151,480 16,434 — 167,914 Long-term obligations, net 1,565,021 — — — 1,565,021 Intercompany debt payable — 21,000 14,669 (35,669 ) — Other long-term liabilities — 212,924 20,428 — 233,352 Total liabilities 2,284,349 1,164,414 223,817 (1,104,015 ) 2,568,565 Stockholders’ equity 1,169,756 3,151,511 582,497 (3,734,008 ) 1,169,756 Total liabilities and stockholders’ equity $ 3,454,105 $ 4,315,925 $ 806,314 $ (4,838,023 ) $ 3,738,321 Following is the consolidating statement of operations for the three months ended March 31, 2019 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 529,656 $ 144,139 $ (17,137 ) $ 656,658 Product revenues — 115,038 12,384 (3,241 ) 124,181 Total revenues — 644,694 156,523 (20,378 ) 780,839 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 356,590 124,030 (17,137 ) 463,483 Product cost of revenues — 99,357 4,765 (3,241 ) 100,881 Total cost of revenues — 455,947 128,795 (20,378 ) 564,364 Selling, general and administrative expenses 57 93,526 21,229 — 114,812 Accretion of environmental liabilities — 2,267 307 — 2,574 Depreciation and amortization — 57,335 18,020 — 75,355 (Loss) income from operations (57 ) 35,619 (11,828 ) — 23,734 Other income (expense), net 50 2,962 (29 ) — 2,983 Interest (expense) income, net (20,374 ) 9 601 — (19,764 ) Equity in earnings of subsidiaries, net of taxes 15,636 (13,336 ) — (2,300 ) — Intercompany interest income (expense) — 197 (197 ) — — (Loss) income before (benefit) provision for income taxes (4,745 ) 25,451 (11,453 ) (2,300 ) 6,953 (Benefit) provision for income taxes (5,721 ) 11,418 280 — 5,977 Net income (loss) 976 14,033 (11,733 ) (2,300 ) 976 Other comprehensive income 4,024 4,024 8,328 (12,352 ) 4,024 Comprehensive income (loss) $ 5,000 $ 18,057 $ (3,405 ) $ (14,652 ) $ 5,000 Following is the consolidating statement of operations for the three months ended March 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 481,483 $ 152,401 $ (14,165 ) $ 619,719 Product revenues — 121,582 11,450 (2,973 ) 130,059 Total revenues — 603,065 163,851 (17,138 ) 749,778 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 328,180 133,634 (14,165 ) 447,649 Product cost of revenues — 95,038 6,711 (2,973 ) 98,776 Total cost of revenues — 423,218 140,345 (17,138 ) 546,425 Selling, general and administrative expenses 35 93,843 21,210 — 115,088 Accretion of environmental liabilities — 2,176 254 — 2,430 Depreciation and amortization — 53,704 21,140 — 74,844 (Loss) income from operations (35 ) 30,124 (19,098 ) — 10,991 Other expense, net — (85 ) (214 ) — (299 ) Interest (expense) income, net (20,999 ) 505 224 — (20,270 ) Equity in earnings of subsidiaries, net of taxes 2,514 (20,062 ) — 17,548 — Intercompany interest income (expense) — 1,361 (1,361 ) — — (Loss) income before (benefit) provision for income taxes (18,520 ) 11,843 (20,449 ) 17,548 (9,578 ) (Benefit) provision for income taxes (5,889 ) 9,101 (159 ) — 3,053 Net (loss) income (12,631 ) 2,742 (20,290 ) 17,548 (12,631 ) Other comprehensive loss (16,746 ) (16,746 ) (14,007 ) 30,753 (16,746 ) Comprehensive loss $ (29,377 ) $ (14,004 ) $ (34,297 ) $ 48,301 $ (29,377 ) Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2019 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from operating activities $ 123 $ 50,344 $ (20,727 ) $ — $ 29,740 Cash flows used in investing activities: Additions to property, plant and equipment — (48,696 ) (10,251 ) — (58,947 ) Proceeds from sale and disposal of fixed assets — 3,366 955 — 4,321 Acquisitions, net of cash acquired — (14,870 ) — — (14,870 ) Additions to intangible assets including costs to obtain or renew permits — (1,294 ) 162 — (1,132 ) Proceeds from sale of available-for-sale securities — — 8,600 — 8,600 Purchases of available-for-sale securities — — (12,941 ) — (12,941 ) Intercompany — (10,484 ) — 10,484 — Net cash used in investing activities — (71,978 ) (13,475 ) 10,484 (74,969 ) Cash flows used in financing activities: Change in uncashed checks — (4,454 ) (315 ) — (4,769 ) Tax payments related to withholdings on vested restricted stock (2,276 ) — — — (2,276 ) Repurchases of common stock (6,324 ) — — — (6,324 ) Payments on finance lease — (115 ) — — (115 ) Principal payment on debt (1,884 ) — — — (1,884 ) Intercompany 10,484 — — (10,484 ) — Net cash used in financing activities — (4,569 ) (315 ) (10,484 ) (15,368 ) Effect of exchange rate change on cash — — 1,461 — 1,461 Increase (decrease) in cash and cash equivalents 123 (26,203 ) (33,056 ) — (59,136 ) Cash and cash equivalents, beginning of period 27,308 101,302 97,897 — 226,507 Cash and cash equivalents, end of period $ 27,431 $ 75,099 $ 64,841 $ — $ 167,371 Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from (used in) operating activities $ 143 $ 69,536 $ (17,776 ) $ — $ 51,903 Cash flows used in investing activities: Additions to property, plant and equipment — (37,319 ) (6,923 ) — (44,242 ) Proceeds from sale and disposal of fixed assets — 292 506 — 798 Acquisitions, net of cash acquired — (120,000 ) — — (120,000 ) Additions to intangible assets including costs to obtain or renew permits — (1,234 ) (11 ) — (1,245 ) Proceeds from sale of available-for-sale securities — — 3,264 — 3,264 Purchases of available-for-sale securities — — (3,003 ) — (3,003 ) Intercompany — (15,812 ) — 15,812 — Net cash used in investing activities — (174,073 ) (6,167 ) 15,812 (164,428 ) Cash flows used in financing activities: Change in uncashed checks — (3,578 ) (265 ) — (3,843 ) Tax payments related to withholdings on vested restricted stock (548 ) — — — (548 ) Repurchases of common stock (14,264 ) — — — (14,264 ) Principal payment on debt (1,000 ) — — — (1,000 ) Intercompany 15,812 — — (15,812 ) — Net cash used in financing activities — (3,578 ) (265 ) (15,812 ) (19,655 ) Effect of exchange rate change on cash — — (867 ) — (867 ) Increase (decrease) in cash and cash equivalents 143 (108,115 ) (25,075 ) — (133,047 ) Cash and cash equivalents, beginning of period 51,638 207,777 59,984 — 319,399 Cash and cash equivalents, end of period $ 51,781 $ 99,662 $ 34,909 $ — $ 186,352 |