CLH-3.31.2015-Q1
Table of Contents

UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM         TO       

Commission File Number 001-34223
_______________________
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
 
04-2997780
(State or Other Jurisdiction of Incorporation or Organization)
 
(IRS Employer Identification No.)
 
 
 
42 Longwater Drive, Norwell, MA
 
02061-9149
(Address of Principal Executive Offices)
 
(Zip Code)
(781) 792-5000
(Registrant’s Telephone Number, Including area code)
_______________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value
 
58,666,636
(Class)
 
(Outstanding as of May 1, 2015)



CLEAN HARBORS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents



CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 
March 31, 2015
 
December 31, 2014
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
233,739

 
$
246,879

Accounts receivable, net of allowances aggregating $26,358 and $25,661, respectively
521,563

 
557,131

Unbilled accounts receivable
33,333

 
40,775

Deferred costs
18,880

 
19,018

Inventories and supplies
143,052

 
168,663

Prepaid expenses and other current assets
56,263

 
57,435

Deferred tax assets
36,355

 
36,532

Total current assets
1,043,185

 
1,126,433

Property, plant and equipment, net
1,502,497

 
1,558,834

Other assets:
 
 
 
Deferred financing costs
16,761

 
17,580

Goodwill
445,412

 
452,669

Permits and other intangibles, net
520,045

 
530,080

Other
18,142

 
18,682

Total other assets
1,000,360

 
1,019,011

Total assets
$
3,546,042

 
$
3,704,278

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of capital lease obligations
$
116

 
$
536

Accounts payable
244,216

 
267,329

Deferred revenue
62,677

 
62,966

Accrued expenses
187,728

 
219,549

Current portion of closure, post-closure and remedial liabilities
25,124

 
22,091

Total current liabilities
519,861

 
572,471

Other liabilities:
 
 
 
Closure and post-closure liabilities, less current portion of $8,272 and $4,999, respectively
42,848

 
45,702

Remedial liabilities, less current portion of $16,852 and $17,092, respectively
132,893

 
138,029

Long-term obligations
1,395,000

 
1,395,000

Deferred taxes, unrecognized tax benefits and other long-term liabilities
292,591

 
290,205

Total other liabilities
1,863,332

 
1,868,936

Commitments and contingent liabilities (See Note 15)


 


Stockholders’ equity:
 
 
 
Common stock, $.01 par value:
 
 
 
Authorized 80,000,000; shares issued and outstanding 58,661,384 and 58,903,482
 shares, respectively
587

 
589

Shares held under employee participation plan
(469
)
 
(469
)
Additional paid-in capital
789,501

 
805,029

Accumulated other comprehensive loss
(188,245
)
 
(110,842
)
Accumulated earnings
561,475

 
568,564

Total stockholders’ equity
1,162,849

 
1,262,871

Total liabilities and stockholders’ equity
$
3,546,042

 
$
3,704,278

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(in thousands except per share amounts)

 
Three Months Ended
 
March 31,
 
2015
 
2014
Revenues:
 
 
 
Service revenues
$
596,330

 
$
660,095

Product revenues
136,169

 
186,572

Total revenues
732,499

 
846,667

Cost of revenues (exclusive of items shown separately below)
 
 
 
Service revenues
416,390

 
466,799

Product revenues
130,117

 
158,920

Total cost of revenues
546,507

 
625,719

Selling, general and administrative expenses
107,715

 
118,962

Accretion of environmental liabilities
2,619

 
2,724

Depreciation and amortization
68,356

 
69,356

Income from operations
7,302

 
29,906

Other income
409

 
4,178

Interest expense, net of interest income of $151 and $205, respectively
(19,438
)
 
(19,554
)
(Loss) income before (benefit) provision for income taxes
(11,727
)
 
14,530

(Benefit) provision for income taxes
(4,638
)
 
5,570

Net (loss) income
$
(7,089
)
 
$
8,960

(Loss) earnings per share:
 
 
 
Basic
$
(0.12
)
 
$
0.15

Diluted
$
(0.12
)
 
$
0.15

Shares used to compute (loss) earnings per share - Basic
58,875

 
60,720

Shares used to compute (loss) earnings per share - Diluted
58,875

 
60,861


The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)
 
Three Months Ended
 
March 31,
 
2015
 
2014
Net (loss) income
$
(7,089
)
 
$
8,960

Other comprehensive loss:
 
 
 
Unrealized gains on available-for-sale securities (net of taxes of $0, $152)

 
860

Reclassification adjustment for gains on available-for-sale securities included in net (loss) income (net of taxes of $0, $496)

 
(2,812
)
Foreign currency translation adjustments
(77,403
)
 
(39,573
)
Other comprehensive loss
(77,403
)
 
(41,525
)
Comprehensive loss
$
(84,492
)
 
$
(32,565
)

The accompanying notes are an integral part of these unaudited consolidated financial statements.


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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
 
Three Months Ended
 
March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(7,089
)
 
$
8,960

Adjustments to reconcile net (loss) income to net cash from operating activities:
 
 
 
Depreciation and amortization
68,356

 
69,356

Allowance for doubtful accounts
2,204

 
2,086

Amortization of deferred financing costs and debt discount
819

 
824

Accretion of environmental liabilities
2,619

 
2,724

Changes in environmental liability estimates
385

 
(821
)
Deferred income taxes
(903
)
 

Stock-based compensation
1,850

 
2,278

Excess tax benefit of stock-based compensation
(5
)
 
(117
)
Net tax benefit on stock based awards
(111
)
 
117

Other income
(409
)
 
(4,178
)
Environmental expenditures
(5,604
)
 
(4,186
)
Changes in assets and liabilities, net of acquisitions
 
 
 
Accounts receivable and unbilled accounts receivable
27,065

 
(11,069
)
Inventories and supplies
22,131

 
(1,709
)
Other current assets
374

 
(15,722
)
Accounts payable
2,623

 
(23,374
)
Other current and long-term liabilities
(29,528
)
 
(20,573
)
Net cash from operating activities
84,777

 
4,596

Cash flows from investing activities:
 
 
 
Additions to property, plant and equipment
(52,949
)
 
(75,005
)
Proceeds from sales of fixed assets
760

 
876

Proceeds from sales of marketable securities

 
12,870

Additions to intangible assets, including costs to obtain or renew permits
(1,171
)
 
(1,075
)
Net cash used in investing activities
(53,360
)
 
(62,334
)
Cash flows from financing activities:
 
 
 
Change in uncashed checks
(20,268
)
 
21

Issuance of restricted shares, net of shares remitted
(1,154
)
 
(750
)
Repurchases of common stock
(15,379
)
 
(1,225
)
Proceeds from employee stock purchase plan

 
2,141

Payments on capital leases
(398
)
 
(638
)
Excess tax benefit of stock-based compensation
5

 
117

Net cash from financing activities
(37,194
)
 
(334
)
Effect of exchange rate change on cash
(7,363
)
 
(2,994
)
Decrease in cash and cash equivalents
(13,140
)
 
(61,066
)
Cash and cash equivalents, beginning of period
246,879

 
310,073

Cash and cash equivalents, end of period
$
233,739

 
$
249,007

Supplemental information:
 
 
 
Cash payments for interest and income taxes:
 
 
 
Interest paid
$
21,667

 
$
21,436

Income taxes (received) paid
(3,790
)
 
5,389

Non-cash investing and financing activities:
 
 
 
Accrual for repurchased shares
736

 

Property, plant and equipment accrued
22,832

 
26,715

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4


CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

 
Common Stock
 
Shares Held
Under
Employee
Participation
Plan
 
 
 
Accumulated
Other
Comprehensive Loss
 
 
 
 
 
Number
of
Shares
 
$ 0.01
Par
Value
 
 
Additional
Paid-in
Capital
 
 
Accumulated
Earnings
 
Total
Stockholders’
Equity
Balance at January 1, 2015
58,903

 
$
589

 
$
(469
)
 
$
805,029

 
$
(110,842
)
 
$
568,564

 
$
1,262,871

Net loss

 

 

 

 

 
(7,089
)
 
(7,089
)
Other comprehensive loss

 

 

 

 
(77,403
)
 

 
(77,403
)
Stock-based compensation

 

 

 
1,850

 

 

 
1,850

Issuance of restricted shares, net of shares remitted
44

 
1

 

 
(1,155
)
 

 

 
(1,154
)
Repurchases of common stock
(286
)
 
(3
)
 

 
(16,112
)
 

 

 
(16,115
)
Net tax benefit on stock-based awards

 

 

 
(111
)
 

 

 
(111
)
Balance at March 31, 2015
58,661

 
$
587

 
$
(469
)
 
$
789,501

 
$
(188,245
)
 
$
561,475

 
$
1,162,849



The accompanying notes are an integral part of these unaudited consolidated financial statements.


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CLEAN HARBORS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The accompanying consolidated interim financial statements are unaudited and include the accounts of Clean Harbors, Inc. and its subsidiaries (collectively, “Clean Harbors,” the “Company” or "we") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. Management has made estimates and assumptions affecting the amounts reported in the Company's consolidated interim financial statements and accompanying footnotes, actual results could differ from those estimates and judgments. The results for interim periods are not necessarily indicative of results for the entire year or any other interim periods. The financial statements presented herein should be read in connection with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
Reclassifications

During the second quarter of 2014, the Company made changes to the manner in which it manages the business, makes operating decisions and assesses performance. These changes included the reassignment of certain departments among the Company's operating segments in line with management reporting changes as well as the identification of Lodging Services as an additional segment. Under the new structure, the Company's operations are managed in six reportable segments: Technical Services, Industrial and Field Services, Oil Re-refining and Recycling, SK Environmental Services, Lodging Services and Oil and Gas Field Services. The amounts presented for all periods herein have been recast to reflect the impact of such changes. These reclassifications and adjustments had no effect on consolidated net income, comprehensive income, cash flows or stockholders' equity for any of the periods presented.
    
During the third quarter of 2014, the Company aggregated the cash flow effects of the change in unbilled receivables with the change from accounts receivable in the Consolidated Statements of Cash Flows. Previously the cash flow effect of the change in unbilled receivables was aggregated with changes in other current assets. Prior year amounts have been recast to conform to the current year presentation.

(2) SIGNIFICANT ACCOUNTING POLICIES
The Company's significant accounting policies are described in Note 2, "Significant Accounting Policies," in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes in these policies or their application.
Recent Accounting Pronouncements
Standards implemented
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360). The amendments in ASU 2014-08 provide guidance for the recognition and disclosure of discontinued operations. The adoption of ASU 2014-08 did not have an impact on the Company's consolidated financial statements.
Standards to be implemented
In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendment provides guidance regarding amendments to the consolidation analysis. The amendments in this update are currently effective for annual reporting periods(including interim reporting periods within those periods) beginning after December 15, 2015.

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Table of Contents

In April 2015, FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30). The amendment provides guidance regarding the simplification of the presentation of debt issuance costs. The amendments in this update are currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015.
The Company is currently evaluating the impact that the above standard to be implemented will have on the Company's consolidated financial statements.
(3) BUSINESS COMBINATIONS
2015 Acquisitions

On April 11, 2015, the Company acquired Thermo Fluids Inc. for a preliminary purchase price of $85.0 million in cash, subject to customary post-closing adjustments based upon finalized working capital amounts.

2014 Acquisitions

In 2014, the Company acquired the assets of two privately owned companies for approximately $16.1 million in cash, net of cash acquired. The purchase prices are subject to customary post-closing adjustments based upon finalized working capital amounts. The acquired companies have been integrated into the Technical Services and Lodging Services segments.

(4) INVENTORIES AND SUPPLIES
Inventories and supplies consisted of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
Oil and oil products
$
37,785

 
$
62,111

Supplies and drums
66,487

 
68,547

Solvent and solutions
9,627

 
9,355

Modular camp accommodations
15,441

 
15,776

Other
13,712

 
12,874

Total inventories and supplies
$
143,052

 
$
168,663

As of March 31, 2015 and December 31, 2014, other inventories consist primarily of cleaning fluids, such as absorbents and wipers, and automotive fluids, such as windshield washer fluid and antifreeze.
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
Land
$
97,742

 
$
98,507

Asset retirement costs (non-landfill)
10,812

 
10,871

Landfill assets
116,889

 
110,984

Buildings and improvements
334,282

 
338,242

Camp equipment
163,434

 
180,575

Vehicles
468,862

 
471,615

Equipment
1,283,502

 
1,302,424

Furniture and fixtures
5,379

 
5,517

Construction in progress
53,086

 
45,605

 
2,533,988

 
2,564,340

Less - accumulated depreciation and amortization
1,031,491

 
1,005,506

Total property, plant and equipment, net
$
1,502,497

 
$
1,558,834

Interest in the amount of $0.2 million and $22.0 thousand was capitalized to fixed assets during the three months ended March 31, 2015 and March 31, 2014, respectively. Depreciation expense, inclusive of landfill amortization was $57.4 million and $59.9 million for the three months ended March 31, 2015 and March 31, 2014, respectively.


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(6) GOODWILL AND OTHER INTANGIBLE ASSETS
The changes to goodwill for the three months ended March 31, 2015 were as follows (in thousands):
 
2015
Balance at January 1, 2015
$
452,669

Increase from adjustments during the measurement period related to recent acquisitions
3,841

Foreign currency translation
(11,098
)
Balance at March 31, 2015
$
445,412

The Company assesses goodwill for impairment on an annual basis as of December 31, or at an interim date when events or changes in the business environment would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company conducted the annual impairment test of goodwill for all reporting units as of December 31, 2014 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary because the fair value of each of the reporting units exceeded that reporting unit's respective carrying value.

As disclosed in the Company's annual report for the year ended December 31, 2014, the fair value of the Oil and Gas Field Services reporting unit did not significantly exceed its carrying amount. As a result of continued lower operating results caused by the depressed economic conditions and lower levels of activity in the Oil and Gas industry primarily in Western Canada, the Company continues to monitor the goodwill in this reporting unit for impairment. During the quarter ended March 31, 2015, the Company evaluated the reporting unit’s performance along with other business specific, and macroeconomic and industry factors. The Company concluded that as of March 31, 2015, no events or changes in circumstances have arisen which would indicate that the fair value of this reporting unit has more likely than not been reduced below its carrying amount. If the Oil & Gas Field Services reporting unit does not achieve the financial performance that the Company expects, it is reasonably possible that an impairment of goodwill may result.  

Below is a summary of amortizable other intangible assets (in thousands):
 
March 31, 2015
 
December 31, 2014
 
Cost
 
Accumulated
Amortization
 
Net
 
Weighted
Average
Remaining Amortization
Period
(in years)
 
Cost
 
Accumulated
Amortization
 
Net
 
Weighted
Average
Remaining Amortization
Period
(in years)
Permits
$
161,941

 
$
58,028

 
$
103,913

 
18.8
 
$
156,692

 
$
55,318

 
$
101,374

 
19.0
Customer and supplier relationships
363,681

 
81,563

 
282,118

 
10.9
 
370,373

 
77,697

 
292,676

 
11.0
Other intangible assets
30,477

 
19,081

 
11,396

 
2.8
 
31,540

 
19,074

 
12,466

 
3.2
Total amortizable permits and other intangible assets
556,099

 
158,672

 
397,427

 
11.2
 
558,605

 
152,089

 
406,516

 
11.4
Trademarks and trade names
122,618

 

 
122,618

 
Indefinite
 
123,564

 

 
123,564

 
Indefinite
Total permits and other intangible assets
$
678,717

 
$
158,672

 
$
520,045

 

 
$
682,169

 
$
152,089

 
$
530,080

 

Amortization expense of permits and other intangible assets for the three months ended March 31, 2015 and March 31, 2014 was $11.0 million and $9.5 million, respectively.

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Below is the expected future amortization of the net carrying amount of finite-lived intangible assets at March 31, 2015 (in thousands):
Years Ending December 31,
Expected Amortization
2015 (nine months)
$
26,237

2016
34,583

2017
32,437

2018
29,739

2019
26,426

Thereafter
248,005

 
$
397,427

(7) ACCRUED EXPENSES
Accrued expenses consisted of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
Insurance
$
56,992

 
$
58,931

Interest
17,630

 
20,527

Accrued compensation and benefits
39,346

 
59,006

Income, real estate, sales and other taxes
29,872

 
38,297

Other
43,888

 
42,788

Total accrued expenses
$
187,728

 
$
219,549

(8) CLOSURE AND POST-CLOSURE LIABILITIES
The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) for the three months ended March 31, 2015 were as follows (in thousands):
 
Landfill
Retirement
Liability
 
Non-Landfill
Retirement
Liability
 
Total
Balance at January 1, 2015
$
29,932

 
$
20,769

 
$
50,701

New asset retirement obligations
753

 

 
753

Accretion
682

 
496

 
1,178

Changes in estimates recorded to statement of income

 
(24
)
 
(24
)
Changes in estimates recorded to balance sheet
(932
)
 

 
(932
)
Expenditures
(246
)
 
(19
)
 
(265
)
Currency translation and other
(196
)
 
(95
)
 
(291
)
Balance at March 31, 2015
$
29,993

 
$
21,127

 
$
51,120

All of the landfill facilities included in the above were active as of March 31, 2015. New asset retirement obligations incurred during the first three months of 2015 were discounted at the credit-adjusted risk-free rate of 5.99%. There were no significant charges (benefits) in 2015 resulting from changes in estimates for closure and post-closure liabilities.

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(9) REMEDIAL LIABILITIES 
The changes to remedial liabilities for the three months ended March 31, 2015 were as follows (in thousands):
 
Remedial
Liabilities for
Landfill Sites
 
Remedial
Liabilities for
Inactive Sites
 
Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations
 
Total
Balance at January 1, 2015
$
5,420

 
$
68,528

 
$
81,173

 
$
155,121

Accretion
63

 
718

 
660

 
1,441

Changes in estimates recorded to statement of income
(124
)
 
27

 
506

 
409

Expenditures
(16
)
 
(1,045
)
 
(4,278
)
 
(5,339
)
Currency translation and other
(220
)
 
(92
)
 
(1,575
)
 
(1,887
)
Balance at March 31, 2015
$
5,123

 
$
68,136

 
$
76,486

 
$
149,745

In the three months ended March 31, 2015 there were no significant charges (benefits) resulting from changes in estimates for remedial liabilities.
(10) FINANCING ARRANGEMENTS 
The following table is a summary of the Company’s financing arrangements (in thousands):
 
March 31, 2015
 
December 31, 2014
Senior unsecured notes, at 5.25%, due August 1, 2020
$
800,000

 
$
800,000

Senior unsecured notes, at 5.125%, due June 1, 2021
595,000

 
595,000

Long-term obligations
$
1,395,000

 
$
1,395,000

   
On July 30, 2012, the Company issued through a private placement $800.0 million aggregate principal amount of 5.25% senior unsecured notes due August 1, 2020 ("2020 Notes") with semi-annually fixed interest payments on February 1 and August 1 of each year, which commenced on February 1, 2013. At March 31, 2015 and December 31, 2014, the fair value of the Company's 2020 Notes was $818.0 million and $804.0 million, respectively, based on quoted market prices for the instrument. The fair value of the 2020 Notes is considered a Level 2 measure according to the fair value hierarchy.
On December 7, 2012, the Company issued through a private placement $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021 ("2021 Notes") with semi-annually fixed interest payments on June 1 and December 1 of each year, which commenced on June 1, 2013. At March 31, 2015 and December 31, 2014, the fair value of the Company's 2021 Notes was $606.9 million and $595.0 million, respectively, based on quoted market prices for the instrument. The fair value of the 2021 Notes is considered a Level 2 measure according to the fair value hierarchy.
The Company also maintains a revolving credit facility which as of March 31, 2015 and December 31, 2014 had no outstanding loan balances. At March 31, 2015, $209.6 million was available to borrow and outstanding letters of credit were $140.7 million. At December 31, 2014, $238.4 million was available to borrow and outstanding letters of credit were $134.5 million.
Available credit for Clean Harbors, Inc. and its domestic subsidiaries is subject to 85% of their eligible accounts receivable and 100% of their cash deposited in a controlled account with the agent. The revolving credit facility is guaranteed by all of Parent’s domestic subsidiaries and secured by substantially all of Parent’s and its domestic subsidiaries’ assets. Available credit for Parent’s Canadian subsidiaries is subject to 85% of their eligible accounts receivable and 100% of their cash deposited in a controlled account with the agent’s Canadian affiliate. The obligations of the Canadian subsidiaries under the revolving credit facility are guaranteed by all of Parent’s Canadian subsidiaries and secured by the accounts receivable of the Canadian subsidiaries, but the Canadian subsidiaries do not guarantee and are not otherwise responsible for the obligations of Parent or its domestic subsidiaries.

(11) INCOME TAXES 
The Company’s effective tax rate for the three months ended March 31, 2015 was 39.5% compared to 38.3% for the same period in 2014. The increase in the effective rates for the three months ended March 31, 2015 is primarily due to the benefit realized from the release of an uncertain tax position that was recorded in the first quarter of 2015.
As of March 31, 2015 and December 31, 2014, the Company had recorded $2.3 million and $2.5 million, respectively, of liabilities for unrecognized tax benefits and $0.4 million of interest, respectively.

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Due to expiring statute of limitation periods, the Company believes that total unrecognized tax benefits will decrease by approximately $0.6 million within the next 12 months. This is the result of an audit settlement for one of our foreign entities.
(12) (LOSS) EARNINGS PER SHARE     
The following are computations of basic and diluted (loss) earnings per share (in thousands except for per share amounts):
 
Three Months Ended
 
March 31,
 
2015
 
2014
Numerator for basic and diluted (loss) earnings per share:
 

 
 

Net (loss) income
$
(7,089
)
 
$
8,960

 
 
 
 
Denominator:
 

 
 

Basic shares outstanding
58,875

 
60,720

Dilutive effect of equity-based compensation awards

 
141

Dilutive shares outstanding
58,875

 
60,861

 
 
 
 
Basic (loss) earnings per share:
$
(0.12
)
 
$
0.15

 
 

 
 

Diluted (loss) earnings per share:
$
(0.12
)
 
$
0.15

As a result of the net loss reported for the three months ended March 31, 2015, all outstanding stock options, restricted stock awards and performance awards totaling 539,983 were excluded from the calculation of diluted earnings per share as their inclusion would have an antidilutive effect. For the three months ended March 31, 2014, the dilutive effect of all then outstanding options, restricted stock and performance awards is included in the EPS calculations above except for 101,059 of outstanding performance stock awards for which the performance criteria were not attained at that time.

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(13) ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component and related tax effects for the three months ended March 31, 2015 were as follows (in thousands):    
 
Foreign Currency Translation
 
Unfunded Pension Liability
 
Total
Balance at January 1, 2015
$
(108,889
)
 
$
(1,953
)
 
$
(110,842
)
Other comprehensive loss before reclassifications
(77,403
)
 

 
(77,403
)
Other comprehensive loss
$
(77,403
)
 
$

 
$
(77,403
)
Balance at March 31, 2015
$
(186,292
)
 
$
(1,953
)
 
$
(188,245
)
The amounts reclassified out of accumulated other comprehensive loss into the consolidated statement of income, with presentation location during the three months ended March 31, 2015 and March 31, 2014, were as follows (in thousands):
 
 
For the Three Months Ended
 
 
Comprehensive Loss Components
 
March 31, 2015
 
March 31, 2014
 
Location
Unrealized gains on available-for-sale investments
 
$

 
$
(3,308
)
 
Other income

(14) STOCK-BASED COMPENSATION
Total stock-based compensation cost charged to selling, general and administrative expenses for the three months ended March 31, 2015 and March 31, 2014 was $1.8 million and $2.3 million, respectively. The total income tax benefit recognized in the consolidated statements of income from stock-based compensation was $0.5 million and $0.4 million for the three months ended March 31, 2015 and March 31, 2014, respectively.
Restricted Stock Awards
The following information relates to restricted stock awards that have been granted to employees and directors under the Company's Plans. The restricted stock awards are not transferable until vested and the restrictions generally lapse upon the achievement of continued employment over a three-to-five-year period or service as a director until the following annual meeting of shareholders. The fair value of each restricted stock grant is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over its vesting period.

The following table summarizes information about restricted stock awards for the three months ended March 31, 2015:
Restricted Stock
Number of Shares
 
Weighted Average
Grant-Date
Fair Value
Unvested January 1, 2015
383,021

 
$
56.51

Granted
58,125

 
$
53.72

Vested
(59,266
)
 
$
59.25

Forfeited
(12,349
)
 
$
56.64

Unvested March 31, 2015
369,531

 
$
55.63

    
As of March 31, 2015, there was $14.0 million of total unrecognized compensation cost arising from restricted stock awards under the Company's Plans. This cost is expected to be recognized over a weighted average period of 3.1 years. The total fair value of restricted stock vested during the three months ended March 31, 2015 and March 31, 2014 was $3.2 million and $2.3 million, respectively.
    
Performance Stock Awards

The following information relates to performance stock awards that have been granted to employees under the Company's Plans. Performance stock awards are subject to performance criteria established by the compensation committee of the Company's board of directors prior to or at the date of grant. The vesting of the performance stock awards is based on achieving such targets typically based on revenue, Adjusted EBITDA margin, ROIC percentage and Total Recordable Incident Rate. In addition

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performance stock awards include continued service conditions. The fair value of each performance stock award is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period if achievement of performance measures is considered probable.

The following table summarizes information about performance stock awards for the three months ended March 31, 2015:
Performance Stock
Number of Shares
 
Weighted Average
Grant-Date
Fair Value
Unvested January 1, 2015
143,875

 
$
60.94

Vested
(6,129
)
 
$
54.28

Forfeited
(3,294
)
 
$
61.04

Unvested March 31, 2015
134,452

 
$
61.25


As of March 31, 2015, there was $0.3 million of total unrecognized compensation cost arising from non-vested performance stock awards deemed probable of vesting under the Company's Plans. The total fair value of performance awards vested during the three months ended March 31, 2015 was $0.3 million. No performance awards vested during the three months ended March 31, 2014.

Common Stock Repurchases
On March 13, 2015, the Company's board of directors increased the size of the Company’s current share repurchase program from $150 million to $300 million. As of March 31, 2015, we had repurchased and retired a total of approximately 2.3 million shares of our common stock for approximately $120.5 million under this program. As of March 31, 2015, an additional $179.5 million remains available for repurchase of shares under the current authorized program.
(15) COMMITMENTS AND CONTINGENCIES
Legal and Administrative Proceedings
The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment-related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company’s waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of governmental authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties (“third party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes.
At March 31, 2015 and December 31, 2014, the Company had recorded reserves of $29.8 million and $33.6 million, respectively, in the Company's financial statements for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below. At March 31, 2015 and December 31, 2014, the Company also believed that it was reasonably possible that the amount of these potential liabilities could be as much as $2.5 million and $2.9 million more, respectively. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or probable claims becomes available. As of March 31, 2015 and December 31, 2014, the $29.8 million and $33.6 million, respectively, of reserves consisted of (i) $24.1 million and $27.7 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $5.7 million and $5.9 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.
As of March 31, 2015, the principal legal and administrative proceedings in which the Company was involved, or which had been terminated during 2015, were as follows:
Ville Mercier.    In September 2002, the Company acquired the stock of a subsidiary (the "Mercier Subsidiary") which owns a hazardous waste incinerator in Ville Mercier, Quebec (the "Mercier Facility"). The property adjacent to the Mercier Facility, which is also owned by the Mercier Subsidiary, is now contaminated as a result of actions dating back to 1968, when the Government of

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Quebec issued to a company unrelated to the Mercier Subsidiary two permits to dump organic liquids into lagoons on the property. In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and the Government of Quebec. In 2012, the municipalities amended their existing statement of claim to seek $2.9 million (Cdn) in general damages and $10.0 million (Cdn) in punitive damages, plus interest and costs, as well as injunctive relief. Both the Government of Quebec and the Company have filed summary judgment motions against the municipalities. The parties are currently attempting to negotiate a resolution and hearings on the motions have been delayed. In September 2007, the Quebec Minister of Sustainable Development, Environment and Parks issued a Notice pursuant to Section 115.1 of the Environment Quality Act, superseding Notices issued in 1992, which are the subject of the pending litigation. The more recent Notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures.
The Mercier Subsidiary continues to assert that it has no responsibility for the groundwater contamination in the region and will contest any action by the Ministry to impose costs for remedial measures on the Mercier Subsidiary. The Company also continues to pursue settlement options. At March 31, 2015 and December 31, 2014, the Company had accrued $11.6 million and $12.7 million, respectively, for remedial liabilities relating to the Ville Mercier legal proceedings. The decrease was primarily due to a weakening of the Canadian dollar.
Refinery Incident. In September 2014, a customer filed suit against the Company and two other contractors and their respective insurers seeking to be named as an additional insured on the Company’s and the other contractors’ liability policies for an April 2013 industrial fire that occurred at the customer’s refining facility. The Company and its insurers have resolved the dispute relating to the customer’s additional insured status and the customer has agreed to indemnify the Company from any additional losses relating to the matter.  The Company does not believe that this matter will have a material effect on its financial position or the results of operations.
Safety-Kleen Legal Proceedings. On December 28, 2012, the Company acquired Safety-Kleen, Inc. and thereby became subject to the legal proceedings in which Safety-Kleen and its subsidiaries (collectively "Safety-Kleen") were a party on that date. In addition to certain Superfund proceedings in which Safety-Kleen has been named as a potentially responsible party as described below under “Superfund Proceedings,” the principal such legal proceedings involving Safety-Kleen which were outstanding as of March 31, 2015 were as follows:
Product Liability Cases. Safety-Kleen is named as a defendant in various lawsuits that are currently pending in various courts and jurisdictions throughout the United States, including approximately 54 proceedings (excluding cases which have been settled but not formally dismissed) as of March 31, 2015, wherein persons claim personal injury resulting from the use of Safety-Kleen's parts cleaning equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts cleaning equipment contains contaminants and/or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to warn adequately the product user of potential risks, including an historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene. Safety-Kleen maintains insurance that it believes will provide coverage for these claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. Safety-Kleen believes that these claims lack merit and has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all of these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, Safety-Kleen is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of March 31, 2015. From January 1, 2015 to March 31, 2015, 11 product liability claims were settled or dismissed. Due to the nature of these claims and the related insurance, the Company did not incur any expense as Safety-Kleen's insurance provided coverage in full for all such claims. Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available.    
Fee Class Action Claims. In October 2010, two customers filed a complaint, individually and on behalf of all similarly situated customers in the State of Alabama, alleging that Safety-Kleen improperly assessed fuel surcharges and extended area service fees. In 2012, similar lawsuits were filed by the same law firm in California and Missouri. On January 15, 2015, the Company reached a tentative settlement of the pending class action lawsuits, which were broadened to include similar claims on behalf of customers in Florida, West Virginia and Arkansas. The settlement must be approved by the court in a fairness hearing, which is anticipated to occur in June 2015. The exact settlement cost is not yet determinable, but it is not expected to be material.

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Superfund Proceedings
The Company has been notified that either the Company (which, since December 28, 2012, includes Safety-Kleen) or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as potentially responsible parties ("PRPs") or potential PRPs in connection with 127 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 127 sites, two (the Wichita Facility and the BR Facility described below) involve facilities that are now owned by the Company and 125 involve third party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes. Of the 125 third party sites, 29 are now settled, 22 are currently requiring expenditures on remediation and 74 are not currently requiring expenditures on remediation.
In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements, and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability (if any) of the Company or the prior owners of certain of the Company's facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts, and the existence and legal standing of indemnification agreements (if any) with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. In addition to the Wichita Property and the BR Facility, Clean Harbors believes its potential liability could exceed $100,000 at 12 of the 125 third party sites.
Wichita Property.    The Company acquired in 2002 a service center located in Wichita, Kansas (the "Wichita Property"). The Wichita Property is one of several properties located within the boundaries of a 1,400 acre state-designated Superfund site in an old industrial section of Wichita known as the North Industrial Corridor Site. Along with numerous other PRPs, the former owner executed a consent decree relating to such site with the U.S. Environmental Protection Agency (the "EPA"), and the Company is continuing an ongoing remediation program for the Wichita Property in accordance with that consent decree. The Company also acquired rights under an indemnification agreement between the former owner and an earlier owner of the Wichita Property which the Company anticipates but cannot guarantee will be available to reimburse certain such cleanup costs.
BR Facility.    The Company acquired in 2002 a former hazardous waste incinerator and landfill in Baton Rouge (the "BR Facility"), for which operations had been previously discontinued by the prior owner. In September 2007, the EPA issued a special notice letter to the Company related to the Devil's Swamp Lake Site ("Devil's Swamp") in East Baton Rouge Parish, Louisiana. Devil's Swamp includes a lake located downstream of an outfall ditch where wastewater and stormwater have been discharged, and Devil's Swamp is proposed to be included on the National Priorities List due to the presence of Contaminants of Concern ("COC") cited by the EPA. These COCs include substances of the kind found in wastewater and storm water discharged from the BR Facility in past operations. The EPA originally requested COC generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of the site. The Company is currently performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality, and has begun conducting the remedial investigation and feasibility study under an order issued by the EPA. The Company cannot presently estimate the potential additional liability for the Devil's Swamp cleanup until a final remedy is selected by the EPA.
Third Party Sites.    Of the 125 third party sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, Clean Harbors has an indemnification agreement at 11 of these sites with ChemWaste, a former subsidiary of Waste Management, Inc., and at five additional of these third party sites, Safety-Kleen has a similar indemnification agreement with McKesson Corporation. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 16 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management or McKesson which had shipped wastes to those sites. Accordingly, Waste Management or McKesson are paying all costs of defending those subsidiaries in those 16 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company's ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for the indemnification agreements which the Company holds from ChemWaste and McKesson, the Company does not have an indemnity agreement with respect to any of the 125 third party sites discussed above.
Federal, State and Provincial Enforcement Actions
From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of March 31, 2015 and December 31, 2014, there were three and four proceedings, respectively, for which the Company reasonably believed that the sanctions could equal or exceed $100,000. The Company believes that the fines or

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other penalties in these or any of the other regulatory proceedings will, individually or in the aggregate, not have a material effect on its financial condition, results of operations or cash flows.
(16) SEGMENT REPORTING 
Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company's chief operating decision maker, manages the business, makes operating decisions and assesses performance. During the second quarter of 2014, the Company reassigned certain departments among its operating segments consistent with management reporting changes as well as the identification of Lodging Services as an additional segment. Under the new structure, the Company's operations are managed in six reportable segments based primarily upon the nature of the various operations and services provided: Technical Services, Industrial and Field Services which consists of the Industrial Services and Field Services operating segments, Oil Re-refining and Recycling, SK Environmental Services, Lodging Services and Oil and Gas Field Services. The prior year segment information has been recast to conform to the current year presentation.
The following table reconciles third party revenues to direct revenues for the three months ended March 31, 2015 and 2014 (in thousands):
 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
 
Third party revenues
 
Intersegment revenues, net
 
Corporate Items, net
 
Direct revenues
 
Third party revenues
 
Intersegment revenues, net
 
Corporate Items, net
 
Direct revenues
Technical Services
$
240,325

 
$
34,904

 
$
1,297

 
$
276,526

 
$
236,781

 
$
37,434

 
$
399

 
$
274,614

Industrial and Field Services
146,868

 
(6,561
)
 
78

 
140,385

 
161,960

 
(11,758
)
 
155

 
150,357

Oil Re-refining and Recycling
96,807

 
(18,257
)
 
(1
)
 
78,549

 
128,921

 
(48,116
)
 

 
80,805

SK Environmental Services
160,684

 
(11,582
)
 

 
149,102

 
161,388

 
19,957

 
(58
)
 
181,287

Lodging Services
34,104

 
164

 
17

 
34,285

 
56,694

 
394

 
1

 
57,089

Oil and Gas Field Services
53,587

 
1,332

 
9

 
54,928

 
100,772

 
2,089

 
12

 
102,873

Corporate Items
124

 

 
(1,400
)
 
(1,276
)
 
151

 

 
(509
)
 
(358
)
Total
$
732,499

 
$

 
$

 
$
732,499

 
$
846,667

 
$

 
$

 
$
846,667

Third party revenue is revenue billed to outside customers by a particular segment. Direct revenue is revenue allocated to the segment performing the provided service. Intersegment revenues represent the sharing of third party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third party. The intersegment revenues are shown net. The negative intersegment revenues are due to more transfers out of customer revenues to other segments than transfers in of customer revenues from other segments. The operations not managed through the Company’s six reportable segments are recorded as “Corporate Items.” Corporate Items revenues consist of two different operations for which the revenues are insignificant. Corporate Items cost of revenues represents certain central services that are not allocated to the six segments for internal reporting purposes. Corporate Items selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature that are not allocated to the Company’s six reportable segments. Performance of the segments is evaluated on several factors, of which the primary financial measure is “Adjusted EBITDA,” which consists of net (loss) income plus accretion of environmental liabilities, depreciation and amortization, net interest expense, (benefit) provision for income taxes, other non-cash charges not deemed representative of fundamental segment results and excludes other income. Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with outside customers. 

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The following table presents Adjusted EBITDA information used by management for each reportable segment (in thousands). The Company does not allocate interest expense, income taxes, depreciation, amortization, accretion of environmental liabilities, other non-cash charges not deemed representative of fundamental segment results, and other (income) expense to its segments.    
 
For the Three Months Ended
 
March 31,
 
2015
 
2014
Adjusted EBITDA:
 

 
 

Technical Services
$
63,401

 
$
62,177

Industrial and Field Services
10,309

 
16,372

Oil Re-refining and Recycling
(4,476
)
 
12,583

SK Environmental Services
27,249

 
22,825

Lodging Services
6,910

 
17,737

Oil and Gas Field Services
1,403

 
16,331

Corporate Items
(26,519
)
 
(46,039
)
Total
$
78,277

 
$
101,986

Reconciliation to Consolidated Statements of (Loss) Income:
 

 
 

Accretion of environmental liabilities
2,619

 
2,724

Depreciation and amortization
68,356

 
69,356

Income from operations
7,302

 
29,906

Other income
(409
)
 
(4,178
)
Interest expense, net of interest income
19,438

 
19,554

(Loss) income before (benefit) provision for income taxes
$
(11,727
)
 
$
14,530

The following table presents certain assets by reportable segment and in the aggregate (in thousands):
 
March 31, 2015
 
Technical
Services
 
Industrial and Field
Services
 
Oil Re-refining and Recycling
 
SK Environmental Services
 
Lodging Services
 
Oil and Gas Field
Services
 
Corporate
Items
 
Totals
Property, plant and equipment, net
$
423,520

 
$
247,136

 
$
194,767

 
$
232,072

 
$
125,281

 
$
190,301

 
$
89,420

 
$
1,502,497

Goodwill
49,667

 
107,193

 
50,303

 
171,906

 
35,030

 
31,313

 

 
445,412

Permits and other intangible, net
77,280

 
16,814

 
147,598

 
249,003

 
9,389

 
19,961

 

 
520,045

Total assets
$
764,557

 
$
394,345

 
$
503,987

 
$
711,062

 
$
206,871

 
$
323,265

 
$
641,955

 
$
3,546,042

 
December 31, 2014
 
Technical
Services
 
Industrial and Field
Services
 
Oil Re-refining and Recycling
 
SK Environmental Services
 
Lodging Services
 
Oil and Gas Field
Services
 
Corporate
Items
 
Totals
Property, plant and equipment, net
$
412,323

 
$
245,115

 
$
201,451

 
$
240,078

 
$
141,965

 
$
215,574

 
$
102,328

 
$
1,558,834

Goodwill
50,092

 
109,214

 
50,883

 
173,873

 
34,863

 
33,744

 

 
452,669

Permits and other intangible, net
74,870

 
17,801

 
151,041

 
252,897

 
10,744

 
22,727

 

 
530,080

Total assets
$
756,169

 
$
392,652

 
$
538,921

 
$
731,072

 
$
231,782

 
$
361,223

 
$
692,459

 
$
3,704,278

The following table presents total assets by geographical area (in thousands):
 
March 31, 2015
 
December 31, 2014
United States
$
2,528,087

 
$
2,572,494

Canada
1,014,805

 
1,128,458

Other foreign
3,150

 
3,326

Total
$
3,546,042

 
$
3,704,278


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(17) 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:
(Benefit) provision for income taxes - Excess provision for income taxes was allocated to Clean Harbors, Inc. and under allocated to U.S. Guarantor Subsidiaries.

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.

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):
 
Clean
Harbors, Inc.
 
U.S. Guarantor
Subsidiaries
 
Foreign
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
84,881

 
$
78,608

 
$
70,250

 
$

 
$
233,739

Intercompany receivables
141,084

 
255,080

 
42,134

 
(438,298
)
 

Accounts receivable, net

 
388,652

 
132,911

 

 
521,563

Other current assets
33

 
214,784

 
73,066

 

 
287,883

Property, plant and equipment, net

 
973,825

 
528,672

 

 
1,502,497

Investments in subsidiaries
2,602,744

 
605,528

 

 
(3,208,272
)
 

Intercompany debt receivable

 
300,706

 
3,701

 
(304,407
)
 

Goodwill

 
324,930

 
120,482

 

 
445,412

Permits and other intangibles, net

 
435,343

 
84,702

 

 
520,045

Other long-term assets
15,982

 
13,005

 
5,916

 

 
34,903

Total assets
$
2,844,724

 
$
3,590,461

 
$
1,061,834

 
$
(3,950,977
)
 
$
3,546,042

Liabilities and Stockholders’ Equity:
 

 
 

 
 

 
 

 
 

Current liabilities
$
18,620

 
$
416,437

 
$
84,804

 
$

 
$
519,861

Intercompany payables
264,554

 
171,792

 
1,952

 
(438,298
)
 

Closure, post-closure and remedial liabilities, net

 
153,029

 
22,712

 

 
175,741

Long-term obligations
1,395,000

 

 

 

 
1,395,000

Intercompany debt payable
3,701

 

 
300,706

 
(304,407
)
 

Other long-term liabilities

 
246,459

 
46,132

 

 
292,591

Total liabilities
1,681,875

 
987,717

 
456,306

 
(742,705
)
 
2,383,193

Stockholders’ equity
1,162,849

 
2,602,744

 
605,528

 
(3,208,272
)
 
1,162,849

Total liabilities and stockholders’ equity
$
2,844,724

 
$
3,590,461

 
$
1,061,834

 
$
(3,950,977
)
 
$
3,546,042



18

Table of Contents

Following is the condensed consolidating balance sheet at December 31, 2014 (in thousands):
 
Clean
Harbors, Inc.
 
U.S. Guarantor
Subsidiaries
 
Foreign
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
1,006

 
$
154,147

 
$
91,726

 
$

 
$
246,879

Intercompany receivables
133,219

 
156,920

 
39,724

 
(329,863
)
 

Accounts receivables

 
414,205

 
142,926

 

 
557,131

Other current assets

 
241,232

 
81,191

 

 
322,423

Property, plant and equipment, net

 
970,757

 
588,077

 

 
1,558,834

Investments in subsidiaries
2,694,727

 
663,191

 

 
(3,357,918
)
 

Intercompany debt receivable

 
327,634

 
3,701

 
(331,335
)
 

Goodwill

 
324,930

 
127,739

 

 
452,669

Permits and other intangibles, net

 
435,906

 
94,174

 

 
530,080

Other long-term assets
16,801

 
12,959

 
6,502

 

 
36,262

Total assets
$
2,845,753

 
$
3,701,881

 
$
1,175,760

 
$
(4,019,116
)
 
$
3,704,278

Liabilities and Stockholders’ Equity:
 

 
 

 
 

 
 

 
 

Current liabilities
$
20,820

 
$
444,059

 
$
107,592

 
$

 
$
572,471

Intercompany payables
163,361

 
164,231

 
2,271

 
(329,863
)
 

Closure, post-closure and remedial liabilities, net

 
158,622

 
25,109

 

 
183,731

Long-term obligations
1,395,000

 

 

 

 
1,395,000

Intercompany debt payable
3,701

 

 
327,634

 
(331,335
)
 

Other long-term liabilities

 
240,242

 
49,963

 

 
290,205

Total liabilities
1,582,882

 
1,007,154

 
512,569

 
(661,198
)
 
2,441,407

Stockholders’ equity
1,262,871

 
2,694,727

 
663,191

 
(3,357,918
)
 
1,262,871

Total liabilities and stockholders’ equity
$
2,845,753

 
$
3,701,881

 
$
1,175,760

 
$
(4,019,116
)
 
$
3,704,278



19

Table of Contents

Following is the consolidating statement of (loss) income for the three months ended March 31, 2015 (in thousands):
 
Clean
Harbors, Inc.
 
U.S. Guarantor
Subsidiaries
 
Foreign
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Revenues
 
 
 
 
 
 
 
 


Service revenues
$

 
$
418,517

 
$
193,453

 
$
(15,640
)
 
$
596,330

Product revenues

 
116,536

 
23,204

 
(3,571
)
 
136,169

   Total revenues

 
535,053

 
216,657

 
(19,211
)
 
732,499

Cost of revenues (exclusive of items shown separately below)
 
 
 
 
 
 
 
 


Service cost of revenues

 
277,602

 
154,428

 
(15,640
)
 
416,390

Product cost of revenues

 
115,286

 
18,402

 
(3,571
)
 
130,117

   Total cost of revenues

 
392,888

 
172,830

 
(19,211
)
 
546,507

Selling, general and administrative expenses
25

 
80,984

 
26,706

 

 
107,715

Accretion of environmental liabilities

 
2,306

 
313

 

 
2,619

Depreciation and amortization

 
45,801

 
22,555

 

 
68,356

(Loss) income from operations
(25
)
 
13,074

 
(5,747
)
 

 
7,302

Other income

 
111

 
298

 

 
409

Interest (expense) income
(19,639
)
 
178

 
23

 

 
(19,438
)
Equity in earnings of subsidiaries, net of taxes
4,709

 
(7,029
)
 

 
2,320

 

Intercompany interest income (expense)

 
5,977

 
(5,977
)
 

 

(Loss) income before provision for income taxes
(14,955
)
 
12,311

 
(11,403
)
 
2,320

 
(11,727
)
(Benefit) provision for income taxes
(7,866
)
 
7,602

 
(4,374
)
 

 
(4,638
)
Net (loss) income
(7,089
)
 
4,709

 
(7,029
)
 
2,320

 
(7,089
)
Other comprehensive loss
(77,403
)
 
(77,403
)
 
(50,635
)
 
128,038

 
(77,403
)
Comprehensive loss
$
(84,492
)
 
$
(72,694
)
 
$
(57,664
)
 
$
130,358

 
$
(84,492
)

















20

Table of Contents

Following is the consolidating statement of income for the three months ended March 31, 2014 (in thousands):
 
Clean
Harbors, Inc.
 
U.S. Guarantor
Subsidiaries
 
Foreign
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Revenues
 
 
 
 
 
 
 
 
 
Service revenues
$

 
$
445,903

 
$
218,171

 
$
(3,979
)
 
$
660,095

Product revenues

 
135,203

 
52,494

 
(1,125
)
 
186,572

   Total revenues

 
581,106

 
270,665

 
(5,104
)
 
846,667

Cost of revenues (exclusive of items shown separately below)
 
 
 
 
 
 
 
 
 
Service cost of revenues

 
306,290

 
164,488

 
(3,979
)
 
466,799

Product cost of revenues

 
115,257

 
44,788

 
(1,125
)
 
158,920

   Total cost of revenues

 
421,547

 
209,276

 
(5,104
)
 
625,719

Selling, general and administrative expenses
31

 
87,575

 
31,356

 

 
118,962

Accretion of environmental liabilities

 
2,381

 
343

 

 
2,724

Depreciation and amortization

 
42,808

 
26,548

 

 
69,356

(Loss) income from operations
(31
)
 
26,795

 
3,142

 

 
29,906

Other income

 
582

 
3,596

 

 
4,178

Interest (expense) income
(19,734
)
 
234

 
(54
)
 

 
(19,554
)
Equity in earnings of subsidiaries, net of taxes
20,819

 
(519
)
 

 
(20,300
)
 

Intercompany dividend income

 

 
3,100

 
(3,100
)
 

Intercompany interest income (expense)

 
9,057

 
(9,057
)
 

 

Income before (benefit) provision for income taxes
1,054

 
36,149

 
727

 
(23,400
)
 
14,530

(Benefit) provision for income taxes
(7,906
)
 
15,330

 
(1,854
)
 

 
5,570

Net income
8,960

 
20,819

 
2,581

 
(23,400
)
 
8,960

Other comprehensive (loss) income
(41,525
)
 
(41,525
)
 
19,682

 
21,843

 
(41,525
)
Comprehensive (loss) income
$
(32,565
)
 
$
(20,706
)
 
$
22,263

 
$
(1,557
)
 
$
(32,565
)















    

21

Table of Contents

Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2015 (in thousands):
 
Clean
Harbors, Inc.
 
U.S. Guarantor
Subsidiaries
 
Foreign
Non-Guarantor
Subsidiaries
 
Consolidating Adjustments
 
Total
Net cash (used in) from operating activities
$
(8,032
)
 
$
85,311

 
$
7,498

 
$

 
$
84,777

Cash flows from investing activities:
 

 
 

 
 

 
 
 
 

Additions to property, plant and equipment

 
(37,670
)
 
(15,279
)
 

 
(52,949
)
Proceeds from sales of fixed assets

 
113

 
647

 

 
760