Michael Robert McDonald - Clean Harbors, Inc. Alan S. McKim - Clean Harbors, Inc. Michael L. Battles - Clean Harbors, Inc. Jim Buckley - Clean Harbors, Inc..

Hamzah Mazari - Macquarie Capital (USA), Inc. Joe G. Box - KeyBanc Capital Markets, Inc. Michael E. Hoffman - Stifel, Nicolaus & Co., Inc. Al Kaschalk - Wedbush Securities, Inc. Noah Kaye - Oppenheimer & Co., Inc. Sean K. F. Hannan - Needham & Co. LLC David J. Manthey - Robert W. Baird & Co., Inc. Robert Joseph Burleson - Canaccord Genuity, Inc..

Greetings, and welcome to the Clean Harbors, Inc. Fourth Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Michael McDonald, General Counsel for Clean Harbors, Inc. Thank you. Mr. McDonald, you may begin..

Thank you, Tim, and good morning, everyone. On today's call with me are Chairman and Chief Executive Officer, Alan S. McKim; EVP and Chief Financial Officer, Mike Battles; and our SVP of Investor Relations, Jim Buckley. Slides for today's calls are posted on our website and we invite you to follow along.

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 today, February 22, 2017.

Information on potential factors and risks that could affect the company's actual results of operations is included in our SEC filings.

The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in this morning's call other than through filings that will be made concerning this reporting period. In addition, today's discussion will include references to non-GAAP measures.

Clean Harbors believes that such information provides an additional measurement in 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 news release, on our website and in the appendix of today's presentation.

And now, I'd like to turn the call over to our CEO, Alan McKim.

Alan?.

Thanks, Michael, and good morning, everyone. Before I discuss our results, I want to touch upon changes we've made to our reporting segments as outlined in this morning's press release. First, we combined our Safety-Kleen Environmental Services and Kleen Performance Products businesses together into a single reporting segment, labeled Safety-Kleen.

This decision was driven by the increase in the interdependencies between these two organizations with the launch of our OilPlus closed-loop initiative as well as the roll-up of the business under our new Safety-Kleen President, Dave Vergo.

Second, we combined our Oil and Gas Field Service and Lodging Services businesses for external reporting purposes. And third, we moved our production service line of business out of our Oil and Gas business and into Industrial and Field Services.

This is a logical move because these services performed by production services are very similar to our Industrial and our Field Service business. We'll cascade equipment, such as our hydrovacs for daylighting and other assets into our Industrial and Field Group to increase utilization during seasonal market changes.

Turning to slide 3 and our Q4 performance, top line results were mostly in line with our expectations, reflecting tougher year-over-year comps due to the continued weakness in energy and industrial.

Adjusted EBITDA came in at the low end of our range due to the higher than expected severance and integration costs as we accelerated some planned 2017 cost reductions into the fourth quarter. Our adjusted EBITDA was also slightly lower due to business mix and startup costs associated with our growth initiatives.

And even with year-over-year revenue being lower, our successful cost reduction efforts drove a 150-basis point improvement in gross margins. Reviewing our segment performance in the quarter, Technical Services was down from a year ago on industrial weakness and continued lack of projects, particularly into our landfills.

Industrial and Field Service was flat within a year ago with improved margins. Safety-Kleen capped another solid year with a strong quarter both in terms of the branch business and Kleen Performance Products. Oil, Gas and Lodging Services was down as expected as U.S.

rig counts were lower year-over-year and Western Canada, particularly the Oilsands, has yet to see the benefits of the recent rebound in crude prices. Turning to more detail on the segments, starting on slide 4 with Technical Services, margin improved due to our cost reduction efforts.

Revenue and profitability declined from a year ago as we experienced similar conditions to prior quarters with a weak industrial environment and an ongoing lack of remediation projects. That was reflected on our landfill volumes, which were down 28% from a year ago. However, incineration utilization remained strong at 90%.

That's up slightly year-over-year reflecting a higher utilization within our U.S. incineration network. Turning to slide 5, Industrial and Field Services showed some positive signs in the quarter, as the margin declines we've experienced over the past two years began to reverse.

Lower revenue is attributed to the September divestiture of our Catalyst Services business. When you exclude the nearly $1 million of adjusted EBITDA contribution from Catalyst Services in Q4 of 2015, profitability is up approximately 15% year-on-year.

As a reminder, Industrial and Field Services now includes our production service business in both periods. No major emergency response events or large unplanned outages at our customers' plants occurred in Q4. There was a small pickup in base work and day-to-day activities at customers' sites.

But we still have a long way to go to return to prior year levels, particularly in Western Canada. Personnel utilization was 79% in Q4, which is typical given the seasonality in this period. The utilization rate is up for Q4 a year ago reflecting the head count actions taken in 2016.

Moving to slide 6, Safety-Kleen delivered another strong quarter for us, led by the branch network. Revenues were up 15%, due to a combination of organic growth and acquisitions, supported by year-over-year base oil and blended pricing.

Profitability was up 35% and margins increased 300 basis points, driven by higher revenue, improved pricing and good spread management. Our Charge-for-Oil rate was up both sequentially and year-over-year in Q4, despite higher crude prices and we collected 2 million gallons more of waste oil than a year ago, aided by acquisitions made in 2016.

Parts washer services were down a bit, but we had one less working day than a year ago, which equates to about 4,000 service visits or about half the decline. As expected, our percentage of blended products was down from a year ago to 27%.

The largest factor here is that through the acquisitions we made in 2016, we added two more re-refineries, which are contributing more base oil production, causing the denominator really to get larger.

Another factor in Q4 was typical quarterly variability as we were affected by the timing of some purchasing this quarter, particularly as buyers assessed recent fluctuations in lubricant pricing during a seasonally weaker period. During Q4, we saw a 20% increase in our direct sales through our SK branches.

But the numbers are really small as we're still in the early innings of the program's launch. We fully expect our direct sales efforts to ramp up significantly in 2017, and we'll continue to partner with key distributors of our blended products.

Turning to slide 7, revenue in our combined Oil, Gas and Lodging Services declined as expected year-over-year. Lower rig counts, tight exploration budgets, and continued price pressures were the primary reasons, coupled with the fact that the temporary boost in occupancy from the Fort McMurray Fire faded in Q4.

We also experienced weakness in both our mobile camps and our manufacturing business. So, despite our aggressive cost reduction efforts within these businesses, adjusted EBITDA was negative based on revenue being nearly cut in half.

Our average rigs serviced and utilization reflect the poor market conditions, although we have started to see a pickup in rig counts in recent months, and hopefully that trend continues.

Turning to slide 8, during the quarter, we moved forward with the integration of the series of bolt-on acquisitions that we completed in 2016, several of which closed in late summer. We've now integrated their collective capabilities into our network and expect to more fully realize the benefits in 2017.

Just briefly touching on cost, the team continues to execute well against our cost programs. During the fourth quarter, we accelerated some head count reductions planned for 2017, which is why our severance costs were more than expected in Q4.

Our key areas of savings in 2017 will come from acquisition synergies, transportation efficiencies, the centralization of G&A functions, and further network optimization. Our primary focus as an organization will be to grow the business organically this year and beyond.

And as I outlined on our Q3 call, we have a number of important strategic initiatives underway to drive growth and I won't cover all of them here this morning, but I did want to touch on the new incinerator as well as the closed-loop OilPlus program. The new incinerator at our El Dorado facility is up and running.

We've begun processing hazardous waste to the kiln. I attended the incinerator's opening ceremony in December and it is an impressive operation, featuring advanced pollution-control equipment. It's going to add about 70,000 tons of capacity to our network.

I'm especially proud that the expansion was completed on budget and adds about 120 quality jobs to the Arkansas economy. It was an important investment for us to make and I'm certain that it is going to be a winner for our customers, our shareholders, and the local community for decades to come.

In Q4 and early Q1 this year, we initiated the national rollout of our OilPlus program and we now have a variety of lubricants in packaging of many sizes available at all 190 Safety-Kleen branches, including drums and totes in cases or quart bottles and containers, all packaged at our facilities.

Based on customer response, we're confident this will be a highly successful initiative for Safety-Kleen in the years ahead.

We're making progress on additional sales and marketing efforts and while our packaged products are now available across the Safety-Kleen network, we also continue to roll out our bulk delivery of lubricants in select metropolitan markets.

In Q4, we launched our OilPlus offering into a number of regions, including Phoenix, Northern California, New Orleans, Seattle and Chicago.

We expect momentum in our closed-loop offering to continue to build throughout 2017 as our marketing efforts gain traction, our sales teams gain experience and our teams increase efficiencies and economies of scale.

Over the next three years to five years, we'll be shifting our mix of oil sales from bulk base oils to blended-loop sales direct to our customers and distributors. We will continue to update you on our progress. Turning to our capital allocation strategy on slide 9, we've added a fourth element to our mix in 2017.

As we look ahead to the coming years and our expected free cash flow, repaying debt is likely to be an element that we'll carefully weigh against internal investments in our business, acquisitions, and share repurchases. Moving briefly to our outlook on slide 10, our focus across all four segments in 2017 will be growth and improvements in margin.

Within Tech Services, our two key elements to success will be driving volumes into our incinerators, particularly given the new capacity, and capturing large volume projects that feed our landfills.

In Industrial and Field Services, we're continuing to expand our field footprint through the Safety-Kleen network and by winning critical InSite contracts with our industrial customers.

We also plan to capitalize on the expected recovery in industrial production and the ongoing investments in new or expanded plants in the chemicals space, particularly in the Gulf region.

For Safety-Kleen, our primary focus will be the ramp-up of the OilPlus closed-loop program I discussed, while continuing to aggressively manage our spread and grow our parts washer business. Within our branch network, we're working to more deeply penetrate the customer base of our latest acquisitions as well as the general marketplace.

The outlook for our Oil, Gas and Lodging Services remains challenged in the near-term, but we believe we have reached the bottom of the market. Signs of life in exploration budgets and higher rig counts suggest an improving picture, but the pace remains slow. We'll continue to control cost, reposition assets until we see a sustained rising tide there.

In conclusion, our Q4 performance outside of Safety-Kleen was largely uneventful as it again reflected the market conditions affecting many of our energy- and industrial-related businesses. As we entered 2017, however, we've seen a lift in overall customer activity as U.S. economic expectations have begun to rise.

Equally as important, the rise and subsequent stabilization in oil prices has provided an opportunity for customers to be more confident about making spending decisions. U.S. industrial production is expected to rise this year after finally turning positive towards year-end of last year. Our Safety-Kleen business continues to deliver profitable growth.

The new El Dorado incinerator is now online and the recent launch of our growth initiatives should drive more revenue and volumes into our network. So, with that, let me turn it over to our Chief Financial Officer, Mike Battles.

Mike?.

Thank you, Alan, and good morning, everyone. Before I begin my prepared remarks, I want to mention that we intend to issue today an 8-K that will contain two years of recasted quarterly segment information, reflecting the segment changes that Alan highlighted. Our 10-K will also reflect the new reporting segments.

Turning to the income statement on slide 12, revenue declined by 3% in Q4 as a result of year-over-year decreases in the industrial and energy sectors, which resulted in project deferrals and fewer opportunities. The vast majority of the revenue decline occurred in Western Canada. Gross profit for the quarter was $195.5 million or 28.2% of revenue.

Gross margins improved 150 basis points from Q4 2015, reflecting our cost actions during the past year. We also benefited from the price increases in our Charge-for-Oil program within our waste collection business.

SG&A expenses in the quarter were up year-over-year, although a significant environmental benefit we received in Q4 of 2015 skewed that comparison. SG&A also was impacted by higher severance costs in the fourth quarter, which offset lower short-term incentive compensation.

Full year 2016 SG&A expenses were up 2% as a result of higher severance and integration costs and the large environmental benefit in 2015 along with sales investments. For 2017, we expect SG&A expenses to be flat on an absolute dollar basis, driven by higher revenue and short-term incentive compensation, offset by lower severance and cost actions.

Depreciation and amortization increased $2.3 million in Q4 and $12.8 million for the full year as a result of the seven acquisitions we completed in 2016.

For 2017, we expect depreciation and amortization to be flat with 2016 in the range of $280 million to $290 million despite the addition of approximately $5 million related to the new El Dorado incinerator as well as the full year impact of the 2016 acquisitions. Income from operations in the quarter was $21.9 million, slightly below Q4 of 2015.

For the full year 2016, income from operations was down sustainably, reflecting lower year-over-year revenue and the absence of emergency response events.

Fourth quarter 2016 adjusted EBITDA was $95.9 million, which included $5.9 million of integration and severance costs related to the head count reduction and expenses primarily associated with the integration of the acquired companies.

For the full year, adjusted EBITDA was $400.4 million, which came in at the low end of our guidance as we accelerated some cost reductions planned for early 2017, as well as startup costs associated with our growth initiatives. The GAAP net loss for the quarter was $12.7 million or $0.22 per share.

Adjusting for the non-cash tax-related valuation allowances, we recorded $3.4 million in adjusted net loss or $0.06 per share.

Turning to the balance sheet on slide 13, there's a good cash story this quarter as we conclude the year with cash and cash equivalents of $307 million, up nearly $50 million from September 30, and up $122 million from year end 2015.

The higher balance year-over-year reflected free cash flow generation, the issuance of the $250 million of senior notes, and the $47 million sale of our Catalyst business, partially offset by $207 million in acquisitions and $22 million in share repurchases. DSO in the quarter was 74 days, partially due to our lower revenue.

The team did a good job focusing on collections in Q4. However, we continue to face an environment with many industrial and energy customers are stretching out payment terms well beyond standard. DSO has been a difficult metric to improve in recent quarters.

But, we're hopeful as conditions normalize in the energy and industrial markets that we see better traction. Q4 CapEx, net of disposal, was $27.2 million, which includes $7.7 million of CapEx related to the completion of our El Dorado incinerator. For the full year, net CapEx was $198.6 million.

We achieved our goal of keeping it at or below $200 million. The full year number is even more impressive when you consider that it includes nearly $43 million for the El Dorado expansion. We are targeting CapEx, net of asset disposals, for 2017 in the range of $160 million to $170 million.

Cash flow from operations was $80.8 million in Q4 and $259.6 million for the full year. Excluding the sale of Catalyst, free cash flow for the quarter was $54 million and for the year was $61 million.

Based on our higher 2017 adjusted EBITDA and our lower expectations of net CapEx, we now expect free cash flow for 2017 to be in the range of $140 million to $180 million, excluding any divestitures. We repurchased $6.3 million of stock in Q4 and $22.2 million for the year.

We have approximately $100 million remaining on our authorized $300 million buyback plan. Share repurchases remain an important part of our capital allocation strategy. Moving to guidance on slide 14, based on the current business environment, we are targeting full year 2017 adjusted EBITDA of $435 million to $475 million.

We are encouraged by recent energy pricing trends and the volume of opportunities we see in the marketplace. But before we officially call those tailwinds, we'd like to see more concrete signs of recovery in the industrial and energy markets and a return to customers spending on projects, particularly in Canada.

At its midpoint, our guidance suggests 14% growth in adjusted EBITDA. We believe this target is appropriate given the acquisitions we've completed in 2016, our comprehensive cost reduction efforts and our growth initiatives, including the opening of the new incinerator and the rollout of the OilPlus program.

All of this should be supported by improving U.S. economic outlook. Here's how the revived guidance plays out from a segment perspective. We expect Tech Services to be up low single digit in 2017 from 2016 due to increased revenue resulting from the addition of the El Dorado incinerator, nominal GDP growth in the U.S. and the stabilization of the U.S.

industrial production volumes after the past several years of volatility and overall declines. Our margins in this segment should also improve based on our comprehensive cost reduction efforts. We expect the Industrial and Field Services segment to be approximately flat with 2016.

While we are seeing some good regional opportunities in some of our Field Service and Industrial branches in the U.S., we have not yet seen concrete evidence of improving market condition in Western Canada.

Signs within the overall energy space are promising, including rig count, but given the pricing and margin pressures over the past several years, our guidance does not assume higher adjusted EBITDA in this segment in 2016 – as compared to 2016.

For our combined Safety-Kleen segment, we anticipate continued strong growth in the 15% range compared with 2016. This growth will be driven by contributions from the seven acquisitions we made last year as well as the full rollout of the OilPlus closed-loop program within SK, and continued benefits from our Charge-for-Oil program.

We are excited about the momentum that this segment continues to demonstrate. For Oil, Gas and Lodging Services, we are expecting this segment to return to positive adjusted EBITDA in 2017. Given the struggles of this business over the past several years and the accompanying decline in revenue, we are taking a wait-and-see approach in 2017.

We continue to maintain an excellent asset base within this business and should benefit from sustained rebound in energy particularly in Canada. However, our guidance only assumes a breakeven or slightly positive performance from these combined businesses.

We expect our corporate segment to be approximately flat for 2017 as costs from acquisitions and higher incentive compensation are offset by cost savings and lower integration costs. Overall, we see a number of positive signs and reasons to be optimistic heading into 2017. We are launching the growth initiatives that Alan outlined.

The teams continue to do a good job streamlining our cost structure, which should enable us to deliver strong margin increases as revenue improves. The investments we've made in sales head count in 2016 should help us drive returns for us in 2017. And the macroeconomic outlook in our key markets is improving.

While the outlook for Western Canada remains somewhat lackluster, the energy and industrial markets over the past two years are beginning to improve on stable oil prices, increased rig counts and higher exploration budgets. With that, Tim, please open up the call for questions..

At this time, we will be conducting a question-and-answer session. Our first question comes from the line of Hamzah Mazari of Macquarie. Please proceed with your question..

Good morning and thank you. Just a question on further self-help around the cost side in your business.

It looks like EBITDA has been coming off the last couple of years despite significant cost takeout and I realize there's been a lot of cyclical headwinds and maybe some structural, but just curious how much more room do you have on the cost side as you look at this business over the next two years to three years?.

Yes. We continue to look at programs, Hamzah, to take out cost and to consolidate our operations here. Part of our initiative this year is to take out an additional $75 million of cost and some of those actions actually were taken in the fourth quarter.

So, streamlining head count, consolidating locations, and then well over 50 other initiatives, quite frankly, and some of those were generated as a result of the acquisitions we made where there's a lot of integration and savings across the network.

But I think, just in general, our feeling is that particularly with the Safety-Kleen business that we acquired back in 2012, we're coming up on five years and really feel very strongly that there's still quite a bit across the network that we can leverage with the Safety-Kleen organization.

And so, I think we still have some runway over the next two years to three years to further reduce our network costs. We still operate about 450 locations. We still believe that there's further consolidation with a number of service branches we have. So, hopefully that gives you a little bit of color..

And, Hamzah, one more point on top of that. So, there's still a fair amount of centralization we can do within the Safety-Kleen network. And so as far as kind of taking cost out and streamlining as revenue has declined, we certainly have done that over the past year or two years.

As revenue had declined, we've gone over and made our business smaller and our head count smaller to match that.

There's a limit to what we can do there as I think you're alluding to, but there are still things we can do around the network, whether it be in transportation, in centralization of call centers, and consolidation of sites between the Safety-Kleen organization, the legacy Clean Harbors, and the new acquisitions that we have, there's opportunity there.

Are there homeruns? No. But there's a lot of singles and doubles out there that we can do to kind of help kind of drive margin improvement in 2017..

That's very helpful. I appreciate it and just a follow-up, I'll turn it over. If you could just touch on what your appetite is for M&A outside of the current segments that you're in or maybe complementary segments or adding critical mass to existing segments. I know most of the focus has been on this closed-loop system.

I'm just curious, given where the current balance sheet is and you're focused on the closed-loop, does that take other M&A off the table?.

At this point, we have all of the investments needed for us to execute our three-year to five-year plan on our closed-loop outside of maybe some investments and some distribution assets, some rolling stock as we continue to roll out our bulk business.

But as far as being able to meet the 120 million gallon, 130 million gallon blended oil kind of target that we want to get to, we're in pretty good shape. We're a company that a lot of people come to in regard to acquisitions relating to the waste disposal side of our business. So, we're going to continue to look at those opportunities.

But I would say that in 2017, we're really going to drive margins, and drive organic growth, and continue to integrate the deals that we did last year, and particularly to continue to integrate Safety-Kleen..

Great. Thank you so much..

Yes..

Our next question comes from the line of Joe Box of KeyBanc Capital Markets. Please proceed with your question..

Hey, good morning.

Alan, how would you typically define the normal lag period between when you see a pickup in industrial and energy end markets and when that starts to flow through to the Tech Services and the Industrial and Field Services business? Ultimately, what I'm trying to get at is just kind of the cadence of revenue in these businesses as we go through the year..

As we – we kind of implemented Salesforce as our new CRM across the entire platform last year. And as we've been mining a lot of that data, we have seen the pipelines building across really all of our businesses.

And we're still honing in on, sort of, timing of close dates and, sort of, predictability by month of what those pipelines are going to look like. But all in all, I think we are definitely seeing an uptick. We have well over 900 sales people across the organization. And so, we've made a lot of investments.

We didn't really cut costs in those areas at all in the last 12 months, 18 months. In fact, we've actually made quite an investment there. So, I would say that we're seeing that in our pipeline..

Yes, Joe, this is Mike. I guess I would add to that and say that we're seeing in our pipeline, again with Salesforce helping us out, we're seeing a large volume of projects and a higher – so last year, we had a large volume of projects as well. The dollars were a lot smaller. This year, the pipe is still there.

The project size especially as it relates to waste projects and remediation is up. The dollar amounts are up a lot higher and so, kind of – especially in the United States. In Canada, it's still more kind of anecdotal. I really haven't seen – certainly we hear good stories and we're excited about it.

We're not ready to kind of say that we're there yet in Western Canada, but certainly in the United States, we are seeing kind of a more robust pipeline with higher dollars as we go into 2017. And how that translates into a lag which is what your specific question was, tough for me to kind of put a finger on it. But certainly the pipe is there..

I mean, I recognize that waste lags and it's going to be tough to say whether it's one quarter or two quarters, but clearly you guys have some historical context here within Tech Services and Industrial and Field.

I mean, is it typically a two-quarter or a three-quarter lag or can it be even more than that?.

That makes sense to me. One quarter to two quarters does make sense to me based on my understanding..

Okay. Thanks. And one last follow-up for you.

I recognize that this is still ways out, but as you guys shift toward more blended, away from bulk oil, can you just help us understand maybe the difference in revenue and profitability for base oil versus blended, maybe on a per gallon basis, just to give us an understanding of how that mix could change and flow through over the next couple of years?.

Without probably getting into the details on the margin, but I would say that it's certainly less volatile and at a much higher margin than – base oil is essentially a commodity as you know and although pricing has inched up a little bit here in the first quarter, it is still much more of a volatile commodity and a very low margin at that.

And so, there is an absolute pickup in margin. I'd just rather not kind of guess to you right now on what that actually is. I'd rather not share that margin information from a competitive standpoint quite frankly..

Understood. Okay, thank you..

Thanks, Joe..

Our next question comes from the line of Michael Hoffman of Stifel. Please proceed with your question..

Thank you, Alan, Mike, for taking my questions.

If I could, Alan, given all the deals that were done to support the rollout of OilPlus, could you frame the blended in gallons, so we understand how many gallons you're really blending at this point and not get so fixated maybe on percentage at the moment, given you've increased the denominator?.

Yes, we've been selling about 40 million gallons or so of blended oil and our goal is to get to about 120 million gallons..

And the timeline given the incremental assets were added, so what's in the guidance? 40 million gallons goes to 50 million gallons in 2017? 40 million gallons goes to what?.

I don't have the exact number here to share with you, but I mean clearly that is – we have a model, we've built out a model that we've shared with the board and certainly we're sort of looking at that on a quarterly basis and making adjustments.

And as we've communicated I think in the last couple of quarters, sometimes we've seen a shift in some of our blended volume as we've moved into certain markets and seeing some of that shift away from the wholesale buyers, distributors to direct. So, there's a little bit of that going on.

But I think directionally, I think we're trying to share that there's about 80 million gallons more blended that we're going after..

Yes, Michael, and if you think about, kind of, where we are for Safety-Kleen, they're up 15%, and we're guiding on that number, and we feel like a lot of that is on parts washers and containerized waste, but a lot of that is on the execution of the closed-loop..

Okay.

Just to be clear, when you say 15% in the context of your messaging, Mike, that was of EBITDA year-over-year change?.

Yes, sir..

Okay. Because I just want to make sure I got that right.

And then to follow through with that, in your guidance, you're using posted prices as of when, so we have a, sort of, sense of where we are on a year-over-year basis?.

Over the past week or two weeks, when we put the guidance together, we've been working on that here in February. So....

Okay. So, Motiva is at about 2.17, that's sort of the posted number that we have to figure out what proportion of that you're getting..

That's right..

Okay. So, you haven't built in. That's the good news. Since you haven't built in, there could be seasonal upside to that. That happens March, April, May, June because of the summer driving season..

We try to do that, and we had a lot of discussions around that, Michael, but we have been wrong more often than we've been right when we've tried doing stuff like that..

Yes. So, that's upside. If I get a seasonal move and if any of the capacity is coming, like Pascagoula is supposedly coming offline for a maintenance cycle, see if that actually happens, but if it is, that will constrain supply, that could favorably move price..

Sure. And, Michael, this is what we've done every year when we've, kind of, set guidance. We try not to, kind of, speculate on the movement in currency, the movement in oil prices, these macroeconomic factors kind of – again, when we try to do it, we try to set up analysis around it, we end up, kind of, more wrong than right..

Yes. And we're certainly managing the spread and I think we've shown over the last two years or three years now the ability when you look at Safety-Kleen's performance in light of where crude has come from and where base oil has gone, as you mentioned, at $2.17, but back during the acquisition, it was about $4.25.

So, we've really done a good job of managing the spread, and we will continue to manage the spread. But the real opportunity in margin expansion and the reduction in volatility is really when we're dealing direct with our customers with blended products..

Fair enough. And then, Mike, could you talk about what's in the midpoint for the mix between U.S.

EBITDA and Canadian EBITDA?.

Well, you know....

And how that compares to 2016?.

I don't have a super answer as to kind of the breakout, but I will tell you that in 2016, right, 20% of our revenue is from Canada, but kind of 100% of our losses. And so, we are not anticipating as we go into 2017, Canada being this huge EBITDA contributor.

If you look at kind of what we said around the businesses that have a strong presence in Canada, whether it be Oil and Gas and Lodging or an Industrial and Field Services with the Oilsands, those which – say, 80% of Oil and Gas and Lodging is in Canada and maybe 20% of Industrial and Field Services is in Canada.

We are not anticipating those guys to come back kind of anytime soon..

Okay.

Asked differently, do you expect to be more profitable in Canada in 2017?.

Modestly. Modestly profitable..

Modestly..

As you saw in our numbers for the year, we were negative in Oil and Gas and Lodging, $2 million or $3 million. We're going to be positive a small amount. That's the goal. And that's going to be on the back, Michael, of more cost actions than on incremental revenue. We would say incremental revenue is nothing there..

Right. But the 20% that's Industrial and Field Services, lost money as well. So, does that – can lose money at the same rate in 2017? I'm just trying to understand....

I understand your question and I'd say that as we said in the prepared remarks, it's going to be flat. And so again, we're not anticipating a lot of good news coming out of Canada in both Oilsands or in Western Canada.

So we're saying essentially Oil and Gas and Lodging up a little bit on cost action, Industrial and Field Service flat, because of some good news we've seen in the United States in Field Service offset by some continued softness in Western Canada..

Fair enough.

And then could you look forward into 1Q and give us some thoughts about what you think 1Q trends look like in context to your overall guidance, so how we proportion it?.

So, thinking out loud, Michael, if you just take our numbers, $400 million, and you say our guidance is $435 million to $475 million, which is just based on math, is a 9% to 19% increase, right? Q1 is right there in the middle of that just like it is for the rest of the year.

So, we felt that because we gave annual guidance and that range is the same range as it is for Q1, we didn't go down the path, but that's kind of why we did it. It just read weird that the guidance in Q1 is the same as the guidance for the year essentially..

Okay, cool. Thanks for that visibility. Appreciate it..

Okay..

Our next question comes from the line of Al Kaschalk of Wedbush Securities. Please proceed with your question..

Hey, good morning, guys..

Good morning, Al..

Two quick housekeeping items. First on the CapEx, $160 million to $170 million, I think you said that's a net number.

What have you assumed in terms of proceeds from potential sales? So, differently, what's the gross spend rate?.

Yes, Al. We'll come out with a 10-K hopefully later today. But it'll say – for 2016, just to ground you there, we were about $218 million with $20 million of asset sales, a property in Connecticut, some other assets we have in our network that were just needed to be sold, that weren't being utilized properly. And so, that's how we landed.

So, that's the $198 million number you see....

They're not acquisition sales, but all just assets..

No acquisition sales. It's just trucks and some land and some other things we have. So, in 2017, I'd say that's going to be – if you say the midpoint is $165 million, it's going to be $185 million and $20 million again, and we have a line of sight for different asset sales just like we did in 2016.

Again, assets and Alan can compute these better than I can, but there are assets that are just being underutilized in our network that can be sold, and we made some money on those during the course of the year..

So, as we've been consolidating locations, the 700-plus locations, a number of those – over half of our locations we own, and some of those consolidations have resulted in us having surplus assets that are valuable, but just duplicative.

And we're divesting those and we've shown in the financial statements, gains on a couple of those from sales last year.

So, we're making good decisions about which ones and you'll see us continue to do that, excluding selling a business like we did with our Catalyst business that was sold for approximately $50 million, it's not included in that number..

Right. Maybe it's not a fair question, because where the business is sitting or the volume there.

But maintenance CapEx for the company now, I mean, is it – are we at the $120 million, $140 million range or how much of that $185 million is pure maintenance-related versus growth CapEx?.

So, Al, I think you and I talked before. It's tough to kind of lay out exactly what is our growth CapEx versus – it's kind of undefined. So, we try to take a crack at it, and I'd say that, we do have a little more El Do fall-over that came into 2017, not much.

We do have a handful of issues around the closed-loop and building out that distribution network, but I'd say of the $185 million, $140 million, $145 million, Alan, I'm not sure what you thought, we did some analysis on this a week ago or two weeks ago to try to break that out, but that's not crazy; $140 million is maintenance, $145 million is closed-loop, El Do and other things like that..

Yes, we're really driving free cash flow again this year, and I would say that that's a primary driver of some of our decision-making here as well..

Yes..

Okay. The other, Mike, you'd mentioned some startup costs. I don't know if that was bracketed to 2016 or some in 2017, but if you could maybe, I call that inefficient cost, but obviously it has a cost to get things going. I don't know if you have that number available, we can always follow up offline on that..

It's relatively a small number, but as you think about sort of our daylighting business, our healthcare, some of the expansion that we're doing on our retail business. There is some losses early on as you staff up and you build out your network there, but it's not significant, Al..

Al, all I was trying to do is kind of walk back from the midpoint of the $405 million down to the low end of the $400 million. So, there's a little higher severance cost and a little higher startup cost and really that was the context of the comment. It's not material to the 2016 numbers and certainly not material to the 2017 numbers..

Okay. Fair enough. I appreciate that. I guess then my question then, Alan, in the light of how things have gone over the last 12 months, 24 months. In the context of the growth that you – I think maybe the growth is the first time I heard that word in a few conference calls.

But in terms of 2017, what gives you the confidence or maybe should give us the confidence that this range that you've put out looks pretty achievable in terms of 2017 in light of what still remains a very challenging energy market for you in Canada?.

Yes. I think there's been a lot of effort across the organization to rightsize the business based on the new realities of what we're dealing with here and that has touched everybody in the organization. And we certainly feel from a positioning standpoint, we're in a good position, I think we've always been able to manage our costs.

The downturn that hit us with crude oil over the last two years, 2.5 years has been really catastrophic to us and our customers in many ways. And we, kind of, feel like we've, kind of, seen the bottom of that.

And again based on what we see from our sales force and the pipeline that we're looking at, I feel like – and the fact that our guidance is less than our budget.

So, we feel more optimistic, but I think we're being conservative and we want to beat our numbers and realize that we're, kind of, tired of missing probably like you guys are tired of hearing us report bad numbers. So, the team is really, I think, looking for a really good year this year..

Okay. Thank you very much and good luck, guys..

Thanks, Al..

Our next question comes from the line of Noah Kaye of Oppenheimer. Please proceed with your question..

Good morning, gentlemen. Thanks for taking my question.

I think you'd talked about in the previous conference call, but now that we actually have had the administration transition or at least the beginning of it, we know who the EPA pick is, there's some voicing of increased support for items like Superfund, can you kind of tell us what your views are on this point and how those changes might be impacting some of the remediation project work opportunities that you're seeing?.

I think it's so early in the change in administration to be honest with you. We certainly read as everyone else does about, for example, Keystone being potentially going to be approved. I know that application is going to be resubmitted and some of the other pipelines look like they're going to be approved. So that will certainly help us down the road.

But I think it's really too soon and too early to kind of predict. We're certainly a business that is created from EPA regulations, quite frankly, from the days of RCRA in 1976 to today. And so it's somewhat a two-edged sword.

I mean we are a highly regulated company, but also our customers rely on a lot of us to perform services for them to meet these regulations. And quite frankly, I don't see the underlying regulatory environment changing. Maybe the enforcement level or maybe the permitting might be a little bit easier, particularly in oil and gas space.

But, I think all of it is sort of guessing at this stage, to be honest with you. I think it's just too early..

Yes, Noah. So, as others have commented – some of our peers have commented, it's kind of too early to kind of come to this conclusion.

Clearly, macroeconomic factors of more jobs in the United States, and more industrial production in the United States, and lower corporate tax rate in the United States were all good guys, right? They'll all be benefiting Clean Harbors.

But kind of way too early to kind of get to that answer as far as what Pruitt does and what the EPA does and how that affects. And also, many states have their own RCRA programs and their own enforcement programs. Those are separate and distinct from the EPA. So, it's going to be a wait-and-see approach.

And certainly, as we look at 2017, we haven't assumed any kind of good news or bad news in a changing regulatory environment..

Okay. That's very helpful. And then, I just want to go back to the cost question that was asked early on. You mentioned potentially taking out some of the costs within SK. You highlighted some of the cost reduction actions that you're taking within oil and gas.

Just where exactly are we kind of on a run rate basis in some of those cost reduction initiatives? And how should we be thinking about kind of the cadence of getting to that $75 million-type annualized rate over the course of 2017?.

So, we track those, and we meet on those bimonthly and review those. I would also tell you that that is sort of built into our culture here over the last 15 years.

We're always looking at improvements in business process, in operational excellence, and other initiatives here to continue to lower our cost structure and be more efficient as most of the companies have to be, as well, particularly when you're in a GDP kind of environment which is what we've been operating in here, plus the headwinds of oil.

But, I would say offsetting sometimes our cost reductions are the things that are outside our control, like healthcare costs and which continue to be a significant expense for the company, as well as other sort of cost like that that just have natural inflation.

So I would say, you should anticipate us to continuously drive cost out of our business, as we continue to invest in top line growth as well. So, we're sort of trying to balance between those two..

Yes, Noah. It's $75 million too. Just to be clear, $75 million is a gross number, right, is a gross number. And as Alan said, there are bad guys coming in here with healthcare costs or investments that we're making, even small dollars in areas like daylighting and med waste. So, we're thinking $30 million is more of a net number as you look at 2017.

And I'm cutting through it all, but that's a rough estimate because you got to think about acquisitions and their impact. We're making investments in certain areas so should they be counted or not, but I think kind of all in, on a net basis, $30 million as I think about the business going forward, that's probably a good number to work with..

Okay. Thanks very much, Alan and Mike, appreciate that..

Sure. No problem..

Our next question comes from the line of Sean Hannan of Needham & Company. Please proceed with your question..

Yes. Good morning, folks.

Can you hear me okay?.

Yes. Good morning, Sean..

Good morning, Sean..

Okay. Great. Thanks. So, first question here in terms of Tech Services and El Dorado, appreciate some of the color you have provided a little bit earlier.

Just wanted to see if we can a little bit more detail or perspective around how you're expecting at this point now, given that it's live, how this should ramp through the course of the year? What are you looking at in terms of the incremental volumes coming in there today? What are your perspectives around margins and pricing so far? And how do we think about that in terms of utilization? Don't know if there's a way to think about, hey, what would 4Q have been if El Dorado was operational during that full quarter? Anymore perspective around where we are today, how that's going to proceed on a few fronts in contributing to the business? Thanks..

I would just probably give you one number. It's probably about $7 million of EBITDA contribution that we would expect this year. Literally, I mean, we are just starting up, we're burning ways, but we have no – we're still in a startup mode here and shaking down the plant.

And so, we don't want to say that we're going to be running 70,000 tons this year by any stretch. But I would tell you that we are seeing a lot of opportunity both on the captive side, as well as on the growth side. We're winning contracts.

Our deferred is up about $3 million year-over-year, so we're up about $64 million, $65 million of deferred revenues, so we're building waste inventory in the network. And we think from a timing standpoint that this was the right time to bring on additional capacity in light of where we think our customers are going with their captives.

And we are winning business from captives as we speak. So we're optimistic that this is going to be a good long-term investment for us, Sean..

But as we've said, Sean, before, it's going to take some time to kind of get the – the incinerator capacity as we go into Q1 adding 70,000 tons online here in Q1 is not going back to 90,000 tons in Q2.

It's going to take time to do it and we are – the timing might be just right as the market seems to be, kind of, warmed a bit as far as opportunity certainly in the U.S. for waste projects and remediation as they're related to our incinerator. So, we're excited about that.

But it's going to take time to, kind of, get a decent return to really get it – cooking it back and get the network back up into the 90,000 tons..

Right. And thank you. And I fully appreciate that.

Just to get some understanding, what should we think about in terms of how the utilization, what it drops to, roughly?.

Well, I guess if you just take the....

I don't think it's a good idea for us to guess. So, we'll come back with some thoughts on utilization probably on our first quarter call..

We'll certainly will..

We're literally just in startup mode here, so it's not even – it's not fair to add it into the equation just yet..

Right, right..

We still have to go through a trial burn and get our final permit. So, we just don't want to get ahead of ourselves here..

Fair enough. Okay. And then switching gears over to the Industrial segment, the sense I've gotten and, I think, a number of comments during the call today have supported this is that there may be some aspects of turnarounds that you should get a little bit more activity this year.

Did I make the correct assumptions? I know that turnaround in terms of backlog have remained pretty strong for a while. So, just trying to get a little bit more color around expectations for that..

Yes. Turnaround should be stronger this year than last year, and will be stronger even more so in 2018. So, we have good visibility on that, and unless something gets pushed or changed, and that's not assuming any, sort of, upsets out there and unplanned events. So, yes, you're right. It should be stronger in both this year and next year..

And is that just simply a function of what we had previously as course of delays among a number of the customers or is there something a little bit more organic that's adding to that turnaround opportunity and thus what should translate as revenue flow?.

I honestly think it's just timing more than organic at this point. I would say more that..

The reports we are seeing kind of before any kind of industrial production kind of even went up..

Okay. That's helpful. And then, on the Oil and Gas business, obviously very much recognizing, hey, demand is challenged.

When I look at the results for Q4 and the sharp decline year-on-year, just trying to see if I could get a good understanding of context, perspective, around the contributors to that, whether it's a function of – or how much the function of a couple of variables. Pricing, obviously, that's been a factor out there.

I don't know how much that contributed in terms of your overall revenue that was recognized there. Demand, year-on-year, how that changed.

And then, to what degree has there been business that's actually been walked away from perhaps as a consequence of the pricing, all ultimately contributing to that year-on-year revenue decline? Can you help provide a little bit perspective around that? So, I think, it created some context since you're going to be looking at a flattish revenue year this year..

I would say that pricing has been severely discounted in the last 12 months to 18 months and in some of our rental business, upwards of 50%, 60% discount. And so, even though utilization might be better particularly with the rig count up, our discounting was substantial and we are going back to our customers now.

We are walking away from some business. Some of that business is coming back to us because I think in general it's just not sustainable to put a lot of these assets out in the oil patch at the kind of discounts in pricing that was being given back last year. So, I think that's one thing.

I think, utilization particularly in our Lodging business has been pretty good this quarter but, again, pricing has been pretty much under pressure there and we would anticipate that to continue to be under pressure.

I think, overall, we are feeling like from a cost standpoint that we've certainly taken out a lot of cost particularly out of our Industrial business as well as out of our Oil and Gas Lodging business. But we continue to look at shrinking our size of our network up there, consolidating real estate.

We still have some very expensive leases that we're going to be getting out of this year that are part of our cost reduction and those are ready to go, planned.

And so, we continue to kind of rightsize the business to the new pricing realities that we're operating in and if we see a little bit of rebound then we're going to see some real benefit from that because our cost structure is going to be that much lower..

Yes, Sean, so, when you kind of quote, is it pricing, is it demand, is it – I mean, it's all, right? But I think Alan is kind of – Alan's point is the one that we kind of we would point to is that the pricing is really what hurt us. I think that we ended up kind of keeping market share, even gaining market share over the past year, certainly in Q4.

The idea now, as Alan said, is kind of go back to our customers and demand pricing and other types of incentives to try to get the margin back, right? And so, I think we kind of work with our customers to kind of give them the discount they needed, and we're hopeful that we get this back as this area improves..

Okay. And then, so as you're making these competitive price adjustments within the market, to what degree I'd ask in terms of recent months, because obviously it has been a little bit of a longer trend where smaller competitors are basically having to exit the market.

Is that still very much a dynamic that's at play today, or how do you think about that because obviously, if you gain share, you lower your cost structure, fundamentally, you're in better position for upside, that could really be amplified if there are some improvements in demand and less service providers in order to be able to help the market?.

Yes. I mean, I guess I would just tell you that this was $160 million EBITDA business 2.5 years ago, and last year, it was breakeven on an EBITDA basis. This business has got a long way to go, and we have just gone through the worst downturn that most people would say has happened in the last 40 years.

And so without getting some visibility into customer spending, to understand where their capital is going to be, which quite frankly, we're seeing a little uptick here, Sean, but that business is really, really, really under pressure. And it is just starting to see some activity here.

So we don't want you to think that there is anything positive to come out of Western Canada this year and in light of where it used to be compared to where it is today, it's really a very small part of our business now..

Yes, Sean, so I know you're trying to get your arms around kind of the upside and the downside. I would say that we don't see a lot of upside in 2017, right? We're hopeful that we see – as I said in a question earlier, in the U.S. we see kind of signs of life. In Canada, it's still anecdotal. It's still anecdotal.

And so when I say that we're going to be flat or maybe up a little bit, that's really how we feel. Not a....

Got it. And I apologize as the question didn't come through as intended.

What I was trying to understand is what are you seeing in terms of competitors? How much more continue to be squeezed out of the market?.

There's always going to be kind of small players that are going to come and go. It's tough to kind of put a number on exactly. Is our share a bigger share? Tough to say for sure..

Okay. All right. Thank you very much..

Thanks..

Our next question comes from the line of David Manthey of Robert W. Baird. Please proceed with your question..

Yes, hi, good morning, guys..

Hey, Dave..

Hey, David..

When you talk about the energy markets improving, and you've alluded to this a couple of times. Could you tell us what percentage of your, call it downstream energy-exposed business is U.S.

versus Canada oil and gas versus Canada Oilsands? Because the recovery we're talking about here is primarily in the Permian and I just don't know how much of an impact that's going to have on you..

Yes, we're not a major player in the Permian or in the U.S. When we talk about our rental business and what we can service, it's about 150 rigs of particular assets that would go around the drill rigs there. So, when we look at utilization, we're probably running 40% utilization in Canada, and probably 80% utilization in the U.S.

And so it's not a very big part of our business around the drill rigs, quite frankly..

Okay.

So, what you need for these businesses to get better is Oilsands?.

Well, when you look at the overall business, it's got a number of components to it. And so, our Oilsands Industrial business as well as our Lodging business kind of go hand-in-hand, and both the utilization of our lodges, our fixed lodges, as well as the Industrial business and the Oilsands is probably running at about half of where it used to be.

And so, yes, we would need possibly investments into new but more importantly maintenance on existing as well as maybe some additional outsourcing, which we've seen some but not enough yet to drive utilization better..

Okay. And has the idea of a carve-out just died now? I assume you haven't found any buyers for those assets.

What is the plan ultimately?.

We continue to run this business. We're trying to grow this business. We're investing in sales, and we are putting some capital to make sure that we're maintaining these assets because we do have well over $250 million, $300 million book value of these assets.

So, we've got some wonderful assets here, and we want to grow this business again and make this a profitable business for us. But sort of the carve-out is sort of off the table based on how the market really has crashed in the last two years..

Okay. And then finally on the bridge from 2016 to 2017, so, let's say EBITDA, we're going from $400 million to $455 million.

You've mentioned a number of moving parts here, but I'm hoping you can help us understand that the first $100 million of cost reduction, how much of that in terms of benefits flows over into 2017? I think you said $30 million net of the $75 million will carry over.

In the past, I believe you'd mentioned $30 million of benefit from acquisitions that carries over into 2017, and then you put a number – a $7 million number on El Dorado.

I'm trying to get an idea of the moving parts here between 2016 and 2017 and how we bridge that before we get to the operations of the business?.

So, Dave, this is Mike. So, I think you're on the right track.

So, if you think of big picture, $30 million from closed-loop, acquisitions, Safety-Kleen continuing to perform well, $30 million on cost savings, which we can talk about this $100 million and this $75 million, but at the end of the day, we think it's $30 million, $7 million from El Do, kind of, offset by incentive compensation being higher than it is in 2016.

So, let's say take a $20 million or $25 million off the top of that and you're going to get kind of pretty close to the $455 million range. I mean there's a million other smaller things, but big picture, that's how we think about it. And then severance and integration obviously being down a bit, sorry.

It's about another $10 million or so or $15 million of severance and integration less in 2017 than in 2016..

Okay. That's helpful. Thank you..

Our next question comes from the line of Bobby Burleson of Canaccord Genuity. Please proceed with your question..

Hey. Good morning. Thank you. Most of my questions have been exhausted by this point, but just touching on different moving parts here that the previous caller asked about.

On the EBITDA shortfall, just can you parse out for us mix in terms of the impact for mix versus the startup costs?.

So, you're talking about Q4, Bobby?.

Yes, I'm talking about Q4. So, mix, startup costs, and accelerated integration costs..

Sure. So, if you think of $405 million down to $400 million, cutting through it all, right? Simply, it's $2 million to $3 million of severance and integration costs, maybe a $0.75 million to $1 million of startup and maybe $1 million of [business]. That's what we're talking..

Okay. Great. And then, in terms of the closed-loop, you guys are talking about that ramping significantly in 2017.

Just wondering kind of the linearity of that ramp this year, any insights into whether or not it accelerates in the back half of the year? Are there some seasonal dynamics in terms of what the demand is for those products that factor in?.

Well, I mean, I guess, I'd say that the – certainly the summertime – the business is much more – oil changes, more production in the summertime. Obviously this is a long-term plan as Alan mentioned in his prepared remarks, the three-year to five-year deal. And so, tough to kind of put a real number.

The numbers here in year-end and in Q1 are really small. We'd say it's up 20% on some very small numbers. So, I would expect that this gets ramped up in the back half of the year and certainly as you look into 2018, it's going to be a much more material number.

And again, we'll keep that – as these numbers get to become real numbers, we'll give more clarity as to exactly what they are..

Hey, Bobby, this is Jim Buckley. Just to add to that. If you think about....

Hey, Jim..

How are you? The sale of the closed-loop....

Good..

...a lot of those will be repeat customers. So, as we move through the year and you sign up new customers, then they become a repeating customer. And so, just naturally by the way the model works, it's going to grow over the course of the year..

Okay. Great. And just curious how you're priced versus some of the brand names that might be on the shelf? Is there a lot of incentive for the customer? And then what kind of I guess sort of are the customer preferences, does brand really matter? I know you guys have mentioned in the past that you're getting some decent kind of recognition there..

I think there are a lot of customers out there that like the concept of having the same truck that's providing their used motor oil service to be delivering sort of the bulk products they have as well as the reduction of cost that they gained by dealing with one supplier, one truck instead of two.

And I think just overall, not only do we have 70 or so products of our own that we're now branded and packaged, but we're also distributing other products that customers need. Safety-Kleen had about a $100 million business of selling a variety of allied products, including windshield washer and the antifreeze as well as handling waste antifreeze.

So, this whole concept of servicing customers on the waste side coupled with delivering them quality recycled products is something that Safety-Kleen has been doing for 30-plus years. So, we anticipate this to be very similar and also very competitive to what existing suppliers are charging for that service today..

Okay. Great.

And do you guys have an expectation for industrial production that's embedded into your guidance? Can you kind of share with us what you think that – what you're using sort of for baseline growth there?.

Yes. So, Bobby, it's not much, right? Maybe a slight increase but really, we're not anticipating. When we set this guidance, we weren't anticipating a large recovery and certainly in the industrial markets as it relates to our Tech business or Industrial and Field Services.

We tried to be kind of reasonable with a modest increase in GDP as related to the Tech but that's about it..

Okay. Great. Thank you..

Thank you..

Our next question comes from the line of Michael Hoffman of Stifel. Please proceed with your question..

Hi. I just wanted to clarify. All of the other incinerators except El Dorado should be in an 88% to 92% utilization because that's what you've been trending for the last few years. There shouldn't be any change in that view.

And El Dorado has its up and downtime to go through all the testing and all the things you have to do to get fully operational and by the end of the year, we should see that performing closer to a normal utilization.

That's the right way to think about it, right?.

Yes. I'm not sure if at the end of the year, you'll be at normal utilization per se, but, yes, that's the right way to think about it..

Yes. The incinerators keep cooking at their 90% range, high 80% range. No change, right..

Okay. And then, just on the waterfall commentary. You were responding to the $30 million that's closed-loop.

That's just the acquisitions or that's the acquisitions plus incremental benefit from moving 40 million gallons towards 120 million gallons?.

The latter, Michael. It's for all..

Okay. Okay. Just wanted to be clear on that. Okay..

Good point..

Thanks..

There are no further questions in the audio portion of the conference. I would now like to turn the conference back over to management for closing remarks..

Okay, Tim. Thanks very much, everyone, for joining us today and we look forward to seeing many of you at conferences and other events throughout 2017. Have a great day..

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time. Have a wonderful rest of your day..