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Clean Harbors, Inc. (CLH)

Q4 2012 Earnings Call· Wed, Feb 20, 2013

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Transcript

Operator

Operator

Greetings, and welcome to the Clean Harbors, Inc. Fourth Quarter 2012 Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Musselman, General Counsel for Clean Harbors, Inc. Thank you. Mr. Musselman. You may now begin.

David T. Musselman

Analyst

Thank you, Kevin, and good morning, everyone. Thank you for joining us today. On the call with me are Chairman and Chief Executive Officer, Alan S. McKim; and Vice Chairman, President and Chief Financial Officer, Jim Rutledge. Matters we are discussing today that are not historical facts are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Participants are cautioned not to place undue reliance on these statements, which reflect management's opinions only as of this date, February 20, 2013. Information on potential factors and risks that could affect the company's actual results of operations is included in our filings with the SEC. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's press release or this morning's call other than through SEC filings that will be made concerning this reporting period. In addition, I would like to remind you that today's discussion will include references to non-GAAP measures. Clean Harbors believes that such information provides an additional measurement and consistent historical comparison of its performance. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is available in today's press release, which can be found on our website, cleanharbors.com. And now I'd like to turn the call over to our CEO, Alan McKim. Alan?

Alan S. McKim

Analyst · Wedbush Securities

Thanks, David, and good morning, everyone. Before going through how our segments performed this quarter, I'd like to talk about our acquisition of Safety-Kleen. We have now owned Safety-Kleen for approximately 7 weeks, and I can say we're just as excited today about the value and prospects we see for our combined company as we were when the acquisition process began. We continue to believe that it was a great deal for Clean Harbors and our shareholders. We view it as an excellent opportunity to build an even greater company together. When the deal was announced back in October, we held a conference call to discuss Safety-Kleen. And as we've gotten to know the business and the employees better, it has reinforced many of the primary factors behind the transaction, and we have more to share with you today. Safety-Kleen is the established leader in 4 important lines of business: small quantity waste generators, parts washers, used oil collection and re-refining of lubricants from waste oil. The revenues of Safety-Kleen are relatively predictable, although they have some seasonality which Jim will explain in his review. The small quantity generator line of business is approximately $200 million in revenue and broadens our service portfolio and leverages our waste treatment network and capabilities, which supports our one-stop shop philosophy with customers. Safety-Kleen handles a substantial amount of waste volumes, and that is all starting to be directed into our Disposal network. Due to its leadership in the SQG market, Safety-Kleen has built an enormous customer base of more than 200,000. One of the things we've learned since completing the acquisition is just how little overlap there is between our 2 organizations in terms of customers and revenue. In fact, of Safety-Kleen's $1.4 billion in annual revenue, we've determined that only about $70…

James M. Rutledge

Analyst · Wedbush Securities

Thank you, Alan, and good morning, everyone. We reported Q4 revenue of $559 million versus $545.9 million in the same period a year ago. I should point out that the revenues in Q4 of this year did not include any revenues from Safety-Kleen, as we closed the acquisition near year end. The year-over-year increase was driven by solid performances in our Industrial Services and Technical Services segments, as well as the $12 million contribution from our cleanup work on Hurricane Sandy, offset by softness in some parts of our Oil & Gas Field Services segment. Also, please note that as we did last quarter, in the financial section of today's news release, we included the segment revenue and adjusted EBITDA information that is typically in our 10-Q each quarter. I'd like to point out here that we are still in the process of finalizing our SEC reporting segments as part of our integration process with Safety-Kleen. Our revised segments will be included as part of our Q1 reporting process. Alan talked about how our individual segments performed. To provide some additional perspective on our Q4 results, here's a snapshot of how our key verticals performed. Oil and gas production was our largest vertical in the quarter, accounting for 14% of total revenue, but down about 30% from a year ago when we reported an outstanding quarter. Reduced customer demand and gas plays continues to weight on this vertical as overall drilling activity is down. On the positive side, we have won expanded projects with several of our key customers, and activity levels remain strong in the Western Bakken region. Chemicals remained one of our largest verticals, also at 14% of quarterly revenue and up 23% from a year ago. We experienced solid growth in our base business, particularly with our…

Operator

Operator

[Operator Instructions] Our first question is coming from Al Kaschalk from Wedbush Securities.

Albert Leo Kaschalk - Wedbush Securities Inc., Research Division

Analyst · Wedbush Securities

I want to try and focus on sort of the outlook in the business first. In terms of margin performance, could you maybe highlight where, on an EBITDA basis, you're seeing some headwinds to your outlook, whether that be pricing or volume? I mean, clearly, oil and gas was a little bit shorter than maybe your internal expectations for Q4, but trying to think how we should think about the several businesses as we roll into '13.

James M. Rutledge

Analyst · Wedbush Securities

Sure, Al. This is Jim. I'll start it, and if Alan wants to add anything. As you mentioned, the oil and gas piece of the business, with some of -- with the gas price being down and some of the lower rig counts that are part of the Western Canadian winter drilling program, certainly has put some pressure on the EBITDA margins in that business. While Q1 will still be a strong quarter relative to the rest of the year, it's down substantially from last year's first quarter, when rig counts were a lot higher and gas prices were higher. I think in the Industrial Services, there I don't see any issues. I think that we're doing well in that segment. I think both in Oil Sands, the other industrial customers and our lodging business is all performing well, and I expect margins to do well there. I think clearly with the -- and also, I would add that with Technical Services, our Environmental business, that group continues to produce excellent margins with improvements as they make facility improvements in areas of high utilization where they're able to make some pricing gains. The area of -- that -- in the Safety-Kleen acquisition, as Alan pointed out in his comments, that would sum up these pricing pressures that we've seen a little bit of an imbalance there with Q2 -- I'm sorry, I'm used to talking about quarters, Q2, it was Group 2 base oils being actually lower than Group 1 base oils, which is fairly unusual. But given that business, we do see a little pressure in margins relative to last year. And that's about all I'd put. I don't know, Alan, if you wanted to add anything to that.

Alan S. McKim

Analyst · Wedbush Securities

Yes, I think that's really just, particularly in the Safety-Kleen side, good, steady, predictable revenues on the parts washing business. On the oil collection side, there is some seasonality, obviously, in the first quarter on their collection business, their oil collection business. But I think once this Group 2 pricing issue gets resolved where -- it's really hasn't trended together with crude like it typically has, and the correlation is sort of broken. But we have seen some positive movements over the last few days, and we're hoping that, that's going to resolve itself.

Albert Leo Kaschalk - Wedbush Securities Inc., Research Division

Analyst · Wedbush Securities

And before my follow-up, Jim, I don't know if some point during the call you can provide clarity on the EBITDA reconciliation. But is the -- should we think that, that acquisition cost, net tax of about $7.3 million or $7.5 million, to be adjusted into the EBITDA relative to your guidance? And then also on an EPS reconciliation, if you could maybe walk us down to a more normalized dollar '11, what that would look at? But my follow-up question is more on in terms of the waste volumes. You've had some very good contributions here over 2012. How is the volume outlook in terms of whether that's projects or just the inherent nature of the business? And with that, is there any pricing concern that you're seeing in the market today?

Alan S. McKim

Analyst · Wedbush Securities

Pricing on which side, Al?

Albert Leo Kaschalk - Wedbush Securities Inc., Research Division

Analyst · Wedbush Securities

Just on -- particularly as it relates to the waste volumes, which is now a pretty good-sized business for you.

Alan S. McKim

Analyst · Wedbush Securities

Yes, Jim? Go ahead.

Albert Leo Kaschalk - Wedbush Securities Inc., Research Division

Analyst · Wedbush Securities

Landfill, like, I guess, is what I'm referring to, more disposal waste volumes.

Alan S. McKim

Analyst · Wedbush Securities

I mean, we -- on the waste Disposal side, our landfill volumes, we have our normal base customers, and certainly then we have our large event project business. And I don't think that business has really changed much. I mean, we've been more successful. I think our sales and business development efforts have really paid off for us, and I think we're seeing nice strong volumes. Even though our oil and gas segment has been down, particularly our solids control packages and some of our other rental assets, the relationships we have now in the oil and gas plays has really helped our landfill business. Our North Dakota landfill has been extremely busy. We've added a lot more capacity and are going to continue to build that out. But we're also seeing other landfill volumes, too, as it relates to drill cuttings and other sludges and a lot of Field Services opportunity in the oil and gas areas. So as much as we've seen pressure on both pricing and utilization of our centrifuge packages, we still have benefit a lot on the environmental side. We've added a lot of roll-off containers out there. We're getting a lot more waste movement into our facilities. So we feel very, very good about the overall drivers into our landfill business in general. I would also mention, just on the fourth quarter, the documented costs that we have include a lot of consulting work and other professional fees. But you can just imagine, when we're taking on an acquisition of this size with 4,300 additional employees, the amount of energy and effort, travel, the cost that goes in, all of the internal focus on making sure that, that day-1 plan on the 28th was prepared. And all of the work that's gone on throughout the last 7 weeks, it's been a tremendous effort by our organization, and they really did a great job of continuing to service our customers and have what I would consider a very respectable fourth quarter, even in light of this great opportunity that we put together here with Safety-Kleen.

James M. Rutledge

Analyst · Wedbush Securities

Yes, and the only thing I would add, Al, to your point about the 7.5 after-tax, it was about $9 million to $10 million that we had costs -- integration costs and acquisition-related costs during Q4. So clearly, that was all outside of the norm. It included everything from finance commitment fees to consultants that were helping us with integration, through legal fees, through all that.

Alan S. McKim

Analyst · Wedbush Securities

Typically, it would have been capitalized in under previous absolute rules. But today, that is all expensed.

James M. Rutledge

Analyst · Wedbush Securities

It's all expensed. So hopefully that helps.

Operator

Operator

Our next question is coming from Hamzah Mazari with Crédit Suisse. Hamzah Mazari - Crédit Suisse AG, Research Division: The first question is just, Alan, maybe if you could help us understand how much more volatile is your business now with all of the oil and gas exposure relative to pre-2010? And also, include Safety-Kleen in there. And is it fair that you believe that you can offset the increased volatility in the business by increased cross-selling? And how should we think about cross-selling? Is that like a 2-point contributor to revenue, if one thinks about sort of normalized revenue growth in your business of, call it, high-single digit? Any color there would be helpful.

Alan S. McKim

Analyst · Wedbush Securities

Sure. Well, I guess I would just preface my comments by saying everything we do is about oil and chemicals. I mean, we're -- all of the environmental work that we do, oil spill cleanup work, chemical work, everything we do is derived around oil and other chemical waste. We have had to manage that commodity through our fuel surcharges on our transportation side of our business, our energy costs and running our incinerators, so forth and so on. So I think we just look at oil, and certainly the oil and gas business is something that we're very familiar with and know how to deal with it. I think that when you think about the Safety-Kleen lube oil business, that business certainly is a commodity business. But we have, we believe, a significant cost advantage in that we can control the cost of our feed product by what we pay or what we charge customers for our feed, for our waste oil. And so as much as we are dependent on the majors on pricing for base Group 2 oil, we have a lot of control in our pricing environment for both the collection side as well as adding more value on the blended side. And so you'll see us, over the coming quarters here and in the future, focus more on that less volatile area on base lube oil and focus more on that blended area. I think in regard to our exposure in general, for example, in the gas area, natural gas area, we have enough assets and equipment, around about 150 drill rigs. And considering there's over 2,000 drill rigs out there, we don't think we're overly exposed there. We just have got ourselves -- or had got ourselves where Peak had been, too concentrated on a limited group of customers. And so we've added a lot of sales folks. We've expanded our relationships with more accounts. We've tried to provide a more environmental-friendly bundled service to the drilling rigs, so that we could really differentiate ourselves significantly from simply just a rental company. And that particularly is focused on handling the waste side of the business, as well as the processing of the waste on the drill sites. So I guess, Hamzah, it's a pretty long-winded answer, but we're very capable of managing our way through this -- through the environment that we operate in here. Hamzah Mazari - Crédit Suisse AG, Research Division: That's helpful. I appreciate that. And just to follow up, you highlighted 4 different business lines. I know you're going to come up with your new segmentation at Q1. What are your thoughts on -- do you need a COO position given the company is now over $2 billion? You have sort of all these different businesses, but yet you want to be sort of a one-stop environmental shop. How should people think about that role and the need for that role as you've grown over the years?

Alan S. McKim

Analyst · Wedbush Securities

Well, I tried to lay out the 4 presidents who run the business, who basically have both sales marketing and various lines of business within their various groups. And then there's certainly corporate marketing and other corporate shared services organizations that report up to Jim and the others here in the HR organization. But I think we've got a great structure, a tremendous amount of talent, 20-plus years' experience across all 4 of those leaders in the business. And then as we, particularly at the board level, has looked at succession planning and kind of looked across the organization, that is always part of our quarterly reviews. And so quite honestly, as the company continues to grow, we'll continue to look at the structure of the business. But what we laid out this morning for you is how we look at the business today and how we're going to run essentially a $4 billion business.

Operator

Operator

Our next question is coming from Larry Solow from CJS Securities.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Just 2 questions. Just in terms of the guidance, is it fair to say that the legacy guidance, which you basically -- you gave in November and sort of reaffirmed in early January, late December, is that pretty much unchanged?

James M. Rutledge

Analyst · CJS Securities

That's correct, Larry.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Okay. And just in terms of the Safety-Kleen, obviously, it looks like your overall bottom line numbers have not changed. But can you just help me just understand a little bit more so, the synergies, I imagine, are all cost synergies? Or is it -- how is revenue sort of remaining in a similar ballpark? Is it just because you're getting less margin on this -- from the pricing pressure?

Alan S. McKim

Analyst · CJS Securities

Well, I think on the synergy side, we continue to see opportunities and -- on both cost and revenue. But the ones that really are controllable are the ones that we're communicating to you, which is really the cost side. On the sales side, there is some wonderful opportunities to grow the top line of this business. But it's a lot easier for us to manage cost than it is revenues, so when you're dealing with this new environment and with these new lines of business. So those numbers we talk to you about are purely cost.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Right. Right. So I'm just trying to, and maybe it's just a rounding error, but just sort of trying to factor in how the -- it looks like your revenues will probably be somewhat less than originally expected, if you assume this lower pricing assumption. All right, so how do you sort of offset -- are you offsetting that through -- looks like on the bottom line through cost synergies, but so how is the revenue number sort of -- is the revenue number virtually unchanged and you're just getting lower margin on those -- on that? Or is that -- I'm just trying to reconcile that.

Alan S. McKim

Analyst · CJS Securities

Well, probably on Safety-Kleen, you're going to see a little bit lower revenue, obviously, because of the pricing on the price of lube oil. We did acquire CSI, which is about $35 million of revenue. And so that's why we're pretty consistent on guidance, is one kind of washes the other to be...

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Got it. Okay. So you're putting the Catalyst assets in there as well.

Alan S. McKim

Analyst · CJS Securities

Yes, and we've got over 200 turnarounds scheduled so far this year. Our Catalyst business is booked, and we're adding staff there. We're a market leader in Canada and one of top 2 in the U.S. We expect to become the #1 market leader across North America in catalyst and exceed $100 million overall in that business. That's our goal. But we're certainly saw some pressure on the Safety-Kleen side, and that Catalyst business has offset that.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

And if I could just follow up with one question, so the imbalance in the Group 2, just help me just to understand, isn't -- I guess in the overall lube oil market, isn't there some seasonality? And are you assuming -- it sounds like you -- there is a temporary imbalance that's been exacerbated in recent months. Are you assuming some rebound in this? Or are you -- sort of what are your estimates sort of based on? Not really much of a rebound even though you're hopeful you'll get one.

Alan S. McKim

Analyst · CJS Securities

We plan for the worst and hope for the best. That's our way of running the business here. We have seen some recent price improvements, literally today and last week. But those have not been assumed in our numbers. We're assuming that we're going to continue to see this depressed pricing environment. And until we see an improvement on it, that's how we're going to manage the cost side of the business.

Operator

Operator

Our next question is coming from Adam Thalhimer from BB&T Capital Markets. Adam R. Thalhimer - BB&T Capital Markets, Research Division: Just quickly on adjusted EPS for the quarter, what are you using for adjusted EPS for Q4?

James M. Rutledge

Analyst · BB&T Capital Markets

When you say adjusted EPS, what are you referring to, Adam? Adam R. Thalhimer - BB&T Capital Markets, Research Division: Well, I didn't -- obviously, the kind of GAAP EPS was $1.11, and there were a few moving parts there. I just wonder how the moving parts might factor in to an adjusted EPS number?

James M. Rutledge

Analyst · BB&T Capital Markets

Yes, the major -- obviously, during the fourth quarter, as you say, there are a few moving parts there. One, we issued more shares. So we issued 6.9 million shares. We also had about $9 million to $10 million in acquisition-related costs during the quarter. That affected the quarter. So clearly, the number would have been higher. But there are -- there's also additional interest expense from the debt offering that we did to finance the deal in advance of closing. So there are a group of adjustments, but I think the number could be within a range. But those are the main components, if you wanted to see if you could calculate that range yourself. Adam R. Thalhimer - BB&T Capital Markets, Research Division: Okay. And then where do you think the incinerator capacity utilization could go now that you own Safety-Kleen?

Alan S. McKim

Analyst · BB&T Capital Markets

Well, our incineration utilization is extremely high. We have spent capital last year and then an additional new $10 million of capital this year for a third incinerator. So we anticipate, based on what we see in the marketplace and our own needs, the additional capacity, and so we are moving forward with that. And so yes, we will see an increased utilization of our incinerators and probably an improvement in pricing just because the overall mix will improve.

Operator

Operator

Our next question is coming from David Manthey from Robert W. Baird & Co. David J. Manthey - Robert W. Baird & Co. Incorporated, Research Division: First off, at the end of October last year, you estimated that Safety-Kleen's 2012 adjusted EBITDA would be $172 million. And I know it's not in your results for the fourth quarter, but can you tell us what the actual Safety-Kleen EBITDA for 2012 ended up being?

James M. Rutledge

Analyst · Robert W

I don't have that. I think they estimated about $160 million, and I think it was somewhere around that number. It might have been a little bit less, Dave, but I don't have that precise number for you. David J. Manthey - Robert W. Baird & Co. Incorporated, Research Division: Okay. And then in terms of the structure of that business with the -- I'm interested in the costless collars, primarily. Have those kicked in at all in the fourth quarter or in the first quarter here as spreads have come in?

James M. Rutledge

Analyst · Robert W

No, they haven't. And David, the way we look at that costless collar, it's more or less insurance or downside protection if crude costs went below, in the case of the forwards that we have outstanding right now, if crude went below $70 a barrel. And the top side would be $130 a barrel. So as crude moves within that range, there really isn't any effect there. So I think it's the other initiatives that Alan talked about, increasing the blended stock that we sell, as well as managing that spread business. As you know, we don't buy crude to re-refine. It's waste oil. This really is a waste business that -- where they recycle that waste oil into lubricants. So managing that spread and increasing our additive production is really the way we're managing that potential volatility, not really through this hedging. David J. Manthey - Robert W. Baird & Co. Incorporated, Research Division: Yes, okay. And then in terms of, I'm thinking seasonality here and how these synergies come into play, I believe in the recent past, you've indicated that with the current mix of business, you'd have a much more even seasonality through the year, sort of constant quarters, first through fourth versus the seasonality you had historically. And I'm wondering if you still see that as the case? And then as you look at these synergies, the $60 million to $65 million, I would assume that those will ramp up through the year. But can you talk about what the first quarter might look like relative to, again, seasonality plus any of these synergies rolling in here?

James M. Rutledge

Analyst · Robert W

Yes, it's a great question, Dave. And let me try to give some insights on that because, clearly, the Environmental business pre, say, 2009 was seasonal toward the middle of the year. The winter months were the weaker time frames because during the winter, the Environmental business does get slower just due to transportation, due to work in the field, winter environment. And then when we increased our exposure to the oil and gas and energy business with respect to Western Canada, we saw an increased seasonality in Western Canada because of the winter drilling programs. Now with Safety-Kleen, we're going back -- being that, that is such a large acquisition and in the Environmental business, it's leaning more toward the greater seasonality toward the middle of the year. Think of it in terms of, again, they're collecting hazardous waste just as we are, plus solvents, plus oil. So all that movement of waste in the early part of the year and at the end of the year when it's wintertime is lower. But also, when you think of the lubricant sales that they make, the oil changes and all that, typically, you don't get as many oil changes and lubricant change-outs in the winter, and it's more geared toward the spring, summer and fall months. So all that being said, this acquisition has actually evened out our business to some degree, where our quarters are almost even. But if I had to give some insights into how that might fall, I would look at Q1 as being more like maybe 24% of the revenues of the year, and then I would look at Q2 as being more like 25%, then Q3 being 26% and then Q4 being back down to 25%. And I know those are small changes in…

James M. Rutledge

Analyst · Robert W

Yes, but we are doing some work on the pay-for-oil side, as Alan pointed out, and we've made some gains there and that's reflected in there as well. So it's the whole spread. It's roughly that. As you know, we don't buy crude. So it's not always exactly what you see in the spread. We're managing that total spread in the other ways that we talked about.

Operator

Operator

Our next question is coming from Sean Hannan from Needham & Company. Sean K.F. Hannan - Needham & Company, LLC, Research Division: So on the oil and gas side, realizing that this side of the business has been a bit depressed, I think that within the industry, there's a good amount of hope for some recovery for accounts as we get to the end of '13. And wanted to see if we could get your perspective around that thought and the thought process for how that could return at the end of the year, and then if there are any kind of drill down perspectives you might have around the -- whether being liquid rich-focused or whether some of that activity could be driven more in one region versus another? That would be helpful.

Alan S. McKim

Analyst · Needham & Company

So certainly, with the acquisition of Peak, particularly, it gave us a number of new lines of business that we could expand here in the United States and relocate some of those assets and those expertise here. And when we acquire that business in '11, they were extremely busy. But it was really focused on the Marcellus area almost entirely. And so because we were already in North Dakota, we looked to expand our presence in the Bakken area there. In Western Canada, we're certainly in the Bakken in the Saskatchewan area and in the Alberta -- Southern Alberta market. But for the most part, we've been tied to those 2 plays. We have certainly tried to expand our customer base, as I mentioned earlier. But we're also expanding our presence into some of the other oil and gas plays that, quite frankly, we're missing out on right now. And so there is an effort for us to expand. But again, not to go beyond the scope of the services that we offer today, which is essentially running our assets around those 150 drill rigs or so, but just to make sure that we can get our utilization at the levels and that get our pricing at the levels that we were at in the fourth quarter of '11. When you really look at what that business did right after our acquisition, it did extremely well for us. And we saw a good business in the first few months of this year in 2012, and then it really tapered off, as we know, when natural gas went under $2 for a little while there. So...

James M. Rutledge

Analyst · Needham & Company

And now it's $4.

Alan S. McKim

Analyst · Needham & Company

And now it's $4 or, well, moving back toward $4.

James M. Rutledge

Analyst · Needham & Company

Moving back toward $4.

Alan S. McKim

Analyst · Needham & Company

So we're doing a lot of things, Sean, in that area. Does that help answer the question? Sean K.F. Hannan - Needham & Company, LLC, Research Division: That is useful. And if I could have a follow-up here, really, as a question around the Safety-Kleen integration. Since you've now closed the deal, I realize that -- and you've actually also shared some of this with us today, that it's proceeding very well. But usually, there are some types of surprises, either up or down. And so just looking to see if we can get a perspective from your vantage point. What perhaps are you seeing that you're most impressed by or present better opportunities, particularly as we look at the revenue and the cross-sell versus your prior thoughts? And then conversely, what are some areas where you expect you might have to put in a little bit more work? I suspect the re-refined lube oil could be an area there, but any color would be helpful.

Alan S. McKim

Analyst · Needham & Company

Sure. I guess I would first say that it's been an impressive -- it's been impressive organization to begin working with, and the people that we found at Safety-Kleen have tremendous pride in their brand, their work, years and years of service. Some of the folks that we've come to meet and work with, 25-year Safety-Kleen veterans that have gone through a tremendous amount of change in their organization. And so a lot of folks willing and wanting to work together with us as we integrate our 2 systems, integrate our businesses. There was some nice overlapping business that Safety-Kleen had. For example, their total project management business, which is about a $50 million business, was their effort to add more lines of business to their existing customers. And most of that total project management work evolved around lab pack services, bulk disposal, field services. And so we've moved that business under the Field Services business. And we believe we can now help accelerate what they were trying to do across their customer base. Just tremendous growth opportunities on the Field Services and other Environmental Services that Clean Harbors offers today. And again, working with their organization, we've found it to be extremely exciting. One of the negative things is they got great systems. And so we often try to come in to a deal like this here where we can bring in our huge Information Management platform and really create a lot of value by taking out a lot of work content. In the case of Safety-Kleen, some great systems. And so choosing the best of both, integrating them together, having them all in one financial system, we're happy to say we're running the books in January on PeopleSoft, which is our financial system. So a lot of great things. Probably the only headwind, which was really outside of our control, is what we saw sort of in the last 60 days, which is more in the pricing of that Group 2 oil.

Operator

Operator

Our next question is coming from Michael Hoffman from Wunderlich Securities.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

A couple mechanical questions. On the Environmental group, you've talked about organic growth historically sort of mid single digits. Should we think about that as the carry-through into '13? Or is there something better with things like the shale Peak 2 plant coming back online or the breadth of refining turnarounds? How do I think about organic growth?

James M. Rutledge

Analyst · Wunderlich Securities

I think organic growth in the Environmental business, I think in the mid- to high-single digits, maybe 6%, 7% range is about right, Michael.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then same question on Industrial Services, the breadth of that, and I think of that as lodging, your industrial maintenance and cleaning, the E&P production side, that more contracted work. What's the organic growth there?

James M. Rutledge

Analyst · Wunderlich Securities

Organic growth would be in the low- to mid-teens, percentage-wise. Now you will see a greater percentage, over 20% actual growth, because of the acquisitions. But if you take that out and you get to the organic growth, you're probably in that 11%, 12% range.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then on the oil and gas margin trend, is it fair -- if I look at upstream E&P capital spending, it's going to -- projected to be down first half of the year but up in the second and kind of flat year-over-year? So is that how I should think about how your business will track? It's just going to correlate to that capital spending trend and upstream capital spending onshore U.S.?

James M. Rutledge

Analyst · Wunderlich Securities

As far as the margin?

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Yes.

James M. Rutledge

Analyst · Wunderlich Securities

Yes, I still think the first quarter, even though the revenues in the oil and gas year-over-year are down over 20% because of the winter drilling programs in the first quarter, I do still believe that the margins will exceed 20% in that first quarter because that is the busy time for them, and the asset utilization in place and the leverage and all that will give them a higher margin. I think then when you go into the second quarter up there when you have the breakup and when you see the oil and gas business in Western Canada calm down, you're probably in the mid-teens by then. And then toward the end of the year, as you progress towards the end of the year into the third quarter, you're back into the hitting the 20% range and into the winter of Q4. That's pretty much the flow of the margins, the way I look at it.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then you had a early breakup last year, if I remember correctly, relatively warm...

James M. Rutledge

Analyst · Wunderlich Securities

Yes, that was mid-March, actually, yes.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Yes, and it's really cold this year. So are you thinking the breakup might be a little later?

James M. Rutledge

Analyst · Wunderlich Securities

It could be. It's tough to say. But we are being conservative. We still expect a big decline versus last year, like I talked about, over 20% in the revenues still.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. Fair enough. And then a housekeeping item. You -- there's a corporate items lot number in your adjusted EBITDA for the legacy company. It was $112 million. What's that number look like as the new co?

James M. Rutledge

Analyst · Wunderlich Securities

That's -- let's see, I think that, that's -- let's see, wait a minute. It's probably closer to over $200 million if you're thinking about corporate. I'm thinking somewhere between $200 million and $220 million, roughly, in that area, if you include all of their sales and marketing and their administrative added to ours.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then can you give us a sense of what you think cash from operations will be for '13?

James M. Rutledge

Analyst · Wunderlich Securities

I would say we're going to cross $400 million. I think we'll cross $400 million in cash flow from operations, and free cash flow will be in the $140 million, somewhere around that range.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then on the blending side, 2 questions on refining. Breslau was supposed to be adding a 10 million-gallon expansion. Did they?

Alan S. McKim

Analyst · Wunderlich Securities

Yes, they did.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

So we're now at -- so now we're at 160 -- or 170 of input versus the 160 legacy?

Alan S. McKim

Analyst · Wunderlich Securities

Yes.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then what is an approximate amount of blending you do today of percentage of what you're producing?

James M. Rutledge

Analyst · Wunderlich Securities

I think it's almost 50% right now in volume.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And that's up from?

James M. Rutledge

Analyst · Wunderlich Securities

A couple of percentage points lower last year, earlier part of the year.

Alan S. McKim

Analyst · Wunderlich Securities

[indiscernible] then up some.

James M. Rutledge

Analyst · Wunderlich Securities

Yes.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

And what would you like it to be?

James M. Rutledge

Analyst · Wunderlich Securities

100%? No, I'm -- no.

Alan S. McKim

Analyst · Wunderlich Securities

Well, I think there's a need to continue to provide our customers with base lubricants, and we want to continue to do that. But I think we want to continue to expand the amount of blended products we have and the packaging of those blended products just beyond just bulk. And they've got some wonderful products they've got certification on, and we think we can continue to grow them. We're going to grow them across the Clean Harbors network. We've got a lot of assets here, and we believe with the large fleets out there and a lot of our customers that operate a lot of fleets, that we can help them sell their products. And so we believe that's a nice growth opportunity here.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. And then can you help us, on the collection of the used oil, I mean, that's a feedstock for the refining business. Actually, what's the percentage of your cost of making a gallon of lube oil is the feedstock?

Alan S. McKim

Analyst · Wunderlich Securities

I'll probably be guessing a little bit here, Michael. But we collect over, including Murphy's Oil, which is our waste oil business, we collect over 210 million gallons. Some of that oil is going into the re-refinery. Some of it is sold as a recycled fuel oil, and so there are various markets that we operate in. I don't have that number right here in front of me. Maybe we'll -- for our next call, we'll be able to give you some more color on that, if that's okay.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay, fair enough. Just the point of it being, if you can do what you can suggest you can do on controlling the cost of the collection, and it's a big part of cost of goods sold of making base lube, and then you're blending 50%, you've got an awful lot of play there on managing a gross margin in the re-refining business.

Alan S. McKim

Analyst · Wunderlich Securities

That's right. That's right.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Okay. It's not quite 100% exposure. The base lube price went down $0.29. I'm going to take it straight on the nose.

Alan S. McKim

Analyst · Wunderlich Securities

Yes, exactly. Exactly.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

And then on the synergies, how much of that $60 million is there's 2 of something and you only need one, versus you can run this business more profitably?

Alan S. McKim

Analyst · Wunderlich Securities

I'm not sure we're following you. Are you talking about...

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

Well, like there's 2 people doing the same job. That's a synergy.

Alan S. McKim

Analyst · Wunderlich Securities

No, no.

James M. Rutledge

Analyst · Wunderlich Securities

I would say probably 1/3 of that to maybe 40% or something like that is 2 -- where -- one where 2 was previously, yes.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

So that -- given how less profitable the environmental part of Safety-Kleen was, it seems like there's more runway here for opportunity?

Alan S. McKim

Analyst · Wunderlich Securities

Yes, but it's really across both organizations. When you overlaid both organizations together, there is a lot of opportunity here. Safety-Kleen had some great people and processes and managing a large network across North America. We want to certainly leverage that. The Safety-Kleen brand is going to stay in place, and the marketing organization there under Curt Knapp and Bob Craycraft are going to continue to grow that business, add more parts washing machines, collect more oil, leverage Clean Harbors' customer base. There's just a lot of great people, and so it's really on both sides.

Michael E. Hoffman - Wunderlich Securities Inc., Research Division

Analyst · Wunderlich Securities

And then last question, there was -- EPA issued boiler rules in December. And while they wanted everybody to believe it was very narrowly impacting the industry, lots of industry is going, "Oh my goodness." And so how does that sort of play into your company today?

Alan S. McKim

Analyst · Wunderlich Securities

We continue to follow these new and evolving regulations as they go through, and part of our focus on building out more capacity is in anticipation of more companies finding it cheaper to outsource rather than to comply, in some cases.

Operator

Operator

Our next question is coming from Rich Wesolowski from Sidoti & Company. Richard Wesolowski - Sidoti & Company, LLC: Regarding the plan to reduce the prices in the pay-for-oil operation, would you say that Safety-Kleen's pricing strategy was out of sync with the smaller competitors? Or rather, are you now attempting to lead the market from a -- to a better pricing screen from a place where it was already consistent with everyone else?

Alan S. McKim

Analyst · a place where it was already consistent with everyone else

Go ahead. You want to try it, Jim?

James M. Rutledge

Analyst · a place where it was already consistent with everyone else

Yes, I'll just start, Rich. Clearly, I think it's all about managing that spread. And Clean Harbors, as you know, has over $100 million -- prior to Safety-Kleen, over $100 million in spread businesses, whether it's transformers that we're taking from utility companies and there's copper inside. We're actually paying for those transformers, whereas they used to pay us to take them. Or we have, in the northeast, we take waste oil and have for decades. And also, with solvents. We recycle solvents at 2 plants that we own. So what we've learned over the years is that you really do have to work with both sides. Both are customers. It's not like one's a supplier and the other is the customer. They're both customers. So you really have to work on both ends. I think that Safety-Kleen -- I don't think they did a bad job at all. I think they did a good job doing it. But I do think in combination with us and the broad array of recycling that we do and the greater exposure to customers, large and small, that we believe we can add to that management. That's what -- I don't know, Alan...

Alan S. McKim

Analyst · a place where it was already consistent with everyone else

And they've been in this business for a long time. They have got some great talented people that run this business extremely well, and we're probably not going to be able to sit here and -- after 7 weeks and say we know it better. But we have some ideas on ways that we think we can improve the business, both on the cost side, regarding the gathering and the rail and the movement of waste, but also on the pricing side, hopefully add some value there. Richard Wesolowski - Sidoti & Company, LLC: Right. So my translation would be, perhaps Clean Harbors in combination with Safety-Kleen could get a better price in the pay-for-oil than Safety-Kleen could have gotten by themselves?

Alan S. McKim

Analyst · a place where it was already consistent with everyone else

I'd like to think so. Richard Wesolowski - Sidoti & Company, LLC: Yes. Okay. Is the company still contemplating a new re-refinery in the Gulf Coast region?

Alan S. McKim

Analyst · a place where it was already consistent with everyone else

We're still contemplating that. We will be actually meeting on that next month. So we're still looking at that. Richard Wesolowski - Sidoti & Company, LLC: Okay. Shifting over to the Disposal business. I'll take for granted that you're raising prices here in incineration, but I'm wondering whether there's any opportunity to do the same in the landfill side, especially in the base category?

Alan S. McKim

Analyst · a place where it was already consistent with everyone else

Well, I think certainly on the incineration side, I think our customers know, as we continue to deal with new regulations and more capital needed to be invested in our plants, that they want us to be around and they know that we need to have a profitable business there. So I think we've seen good success on the pricing side there. I think on the landfill side, there's probably still an overcapacity situation in some markets. And so pricing has been pretty much under pressure for the last 4 or 5 years, and we don't see any change. But in others, we've enjoyed some price increases there. And so it's -- I would say it's more of a local or regional pricing scheme on landfills, and we're optimistic at this point. Let's put it that way.

Operator

Operator

Our next question is coming from Jamie Sullivan from RBC Capital Markets.

Jamie Sullivan - RBC Capital Markets, LLC, Research Division

Analyst · RBC Capital Markets

First, on Safety-Kleen, the outlook for 2013, excluding the synergies, looks like you're assuming around $120 million in EBITDA. You talked about assuming no improvement in the spread side of the business. Just wondering how you're thinking about their environmental side and how that -- how you're looking at growth in 2013, because it seems that you're almost assuming kind of a 4Q run rate. And so you'd actually have some additional conservatism there and for re-refining, if we're getting growth out of the environmental side?

James M. Rutledge

Analyst · RBC Capital Markets

Yes, I think on the waste side, clearly, bringing the disposal capability to Safety-Kleen will enable us to capture more volume at small quantity generators. Clearly, Safety-Kleen needed to work with third parties, and they did effectively. But I think we bring more value to the table now. So I do believe that there's increases there. We haven't been aggressive, though, on building that into this model here, but we do think that's perhaps some of the upside.

Alan S. McKim

Analyst · RBC Capital Markets

And I would say, since Bob joined Safety-Kleen 1.5 years or so ago, his focus has been improving pricing on the environmental side, and he instituted a number of initiatives. And I know our pricing folks working in conjunction with theirs have been on the same page in regard to where they're taking that business. So I think you will see some benefits there.

Jamie Sullivan - RBC Capital Markets, LLC, Research Division

Analyst · RBC Capital Markets

Okay. Great. That's helpful. And then just as a follow-up, you talked about how the portfolio is a little bit more complex today. Alan, just wondering, with the volatility in the stock that we've seen over the last few months, are you thinking any differently about the portfolio and strategically what you want to do with all of the parts?

Alan S. McKim

Analyst · RBC Capital Markets

I think when you look at the customer base we have and the lines of business that we're -- and the jobs that we do for them, I think we've got a wonderful portfolio. There's obviously some small one-offs that might not fit in the end, but they're not large. But through our line of business specialists and the way that we've aligned our sales organization under our 4 businesses, I think we've got tremendous opportunity in front of us. That being said, as the company has grown to the size it's at, it's a complex business. And the systems that we have, the business processes that we use are complicated. And so training people, getting them up to speed and expanding the cross-selling efforts and educating and training our sales force, all of that is a big part of our rollout this year. So I don't think it's unexpected to see the kind of turmoil or -- with the change going on in our company simply because we're growing or have grown so quickly. But I think the portfolio is very, very good.

Operator

Operator

Our final question will be a follow-up question from Larry Solow from CJS Securities.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Just quickly on the synergies, I know you sort of mentioned that it's going to scale up as the year progresses. The $60 million to $65 million number, is that a realized number in 2013? Or is that sort of a number you reach at year end as you, obviously, head out into '14?

James M. Rutledge

Analyst · CJS Securities

No, that's a realized number, Larry.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Okay. So as we look into '14, then, I guess we could assume this number is higher?

James M. Rutledge

Analyst · CJS Securities

Higher, that's exactly right.

Lawrence Solow - CJS Securities, Inc.

Analyst · CJS Securities

Okay. And just the last question. Just on the gross margin, and you guys certainly discussed product mix and whatnot on -- impacted the Q4. As we look out, and you clearly gave some overall margin assumptions for '13, but do you expect this number to, excluding Safety-Kleen, which I know lowers that a little bit, but do you expect this number to bounce back some?

James M. Rutledge

Analyst · CJS Securities

Yes, well, I think the -- if I look at the full year with Safety-Kleen, because they're coming in with a lower margin and, certainly, we're improving it during the course of the year, we'll probably wind up in that 27% to 28% gross profit margin level. And SG&A would probably be in that 11% to 12% range.

Operator

Operator

We have reached the end of our question-and-answer session. I'd like to turn the floor back over to management for any further or closing comments.

Alan S. McKim

Analyst · Wedbush Securities

Okay. Thanks again to everyone for joining us today. We look forward to updating you on our progress throughout 2013. We will be presenting at several conferences in the weeks ahead, and we'll speak with most of you again on our Q1 call early in May. So have a great and safe day. Thank you.

Operator

Operator

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time, and have a wonderful day. We thank you for your participation today.