Oil States International, Inc. (OIS) Q4 2013 Earnings Report, Transcript and Summary

Welcome to the Oil States International Fourth Quarter Earnings Conference Call. My name is Sylvia, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Patricia Gil. Ms. Patricia, you may begin.

Thank you, Sylvia. Welcome the Oil States' Fourth Quarter 2013 Earnings Conference Call. Our call today will be led by Cindy Taylor, Oil States' President and Chief Executive Officer; Bradley Dodson, Executive Vice President of Accommodation; and Lloyd Hajdik, Senior Vice President and Chief Financial Officer. Before we begin, we would like to caution listeners regarding forward-looking statements. To the extent that our remarks today contain information other than historical information, please note that we are relying on the Safe Harbor protections afforded by federal law. Any such remarks should be weighed in the context of the many factors that affect our business, including those risks disclosed in our Form 10-K and other SEC filings. I will now turn the call over to Cindy.

Thank you, Patricia, and good morning to all of you, and thank you for joining our earnings conference call. We reported sequential improvements in the fourth quarter of 2013 due to record quarterly results in our Offshore Products and Well Site Services segments. We also realized sequential growth in Accommodations revenue and EBITDA despite unfavorable movements in Canadian foreign currency exchange rates. Our Accommodations segment reported sequentially improved results, primarily due to additional rooms added in Australia, along with increased Canadian mobile camp activity from the onset of the Canadian winter drilling season. Continued weakness in the Canadian dollar relative to the U.S. dollar negatively impacted the translation of our foreign Accommodations revenues and profits in the fourth quarter. However, the negative currency impact was partially offset by the full quarter's contribution from contracted rooms at our Boggabri Village located in New South Wales, Australia. In our Offshore Products segment, we reported record EBITDA and strong margins. We also reported another quarter of strong order flow and bookings, which included a large connector product order for a floating LNG facility in Australia. Our book-to-bill ratio for the quarter and full year 2013 averaged slightly above 1x. Backlog at December 31, 2013 totaled $580 million. In our Well Site Services segment, we reported strong quarterly EBITDA and margins, which averaged 35% during the fourth quarter. The sequential improvement in results was largely due to day rate and cash margin improvements in our drilling services business, along with a 4% quarter-over-quarter increase in completion services job tickets. We also took several strategic actions, which will benefit our company over the longer term. Earlier this month, we announced the construction of our eighth major lodge in the oil sands region, our McClelland Lake Lodge. Bradley will provide details of this growth investment later in our prepared comments. In December, we closed on the Quality Connector Systems acquisition, which will provide our Offshore Products segment with additional opportunities to expand our portfolio of subsea pipeline connector products. During the fourth quarter and in early 2014, we have opportunistically repurchased over 2 million shares of common stock under our authorized share repurchase program. In December of 2013, we announced the hiring and appointment of Lloyd Hajdik to our Senior Executive team, with the title of Senior Vice President, Chief Financial Officer and Treasurer. Lloyd has more than 25 years of financial and accounting experience, primarily in the oil field services industry. He succeeds Bradley Dodson, who was promoted to Executive Vice President of Accommodations, and will become the President and Chief Executive Officer of the Accommodations entity upon completion of the spin-off, which is expected by the end of the second quarter of 2014. At this time, Lloyd will take you through more details about our consolidated results and financial positions, then Bradley will discuss the results of the Accommodations segment, including an update on our proposed spin-off of the Accommodations business. I will provide a detailed discussion of the remaining business segments and give you our thoughts on the current market outlook. Lloyd?

Thank you, Cindy. During the fourth quarter of 2013, we reported operating income of $133 million on revenues of $675 million. Our net income from continuing operations for the fourth quarter of 2013 totaled $78 million or $1.40 per diluted share, which included an after-tax charge of $0.05 related to a loss on debt extinguishment tied to our repurchase of $34 million of our 5 1/8% bonds, and a $0.02 after-tax impact related to transaction costs that we incurred for the proposed spin-off transaction. Excluding these items, net income from continuing operations would have totaled $82 million or $1.47 per diluted share. Our effective tax rate for the fourth quarter was 30% compared with 25.9% in the third quarter of 2013. The higher effective tax rate in the fourth quarter resulted from the adjustment of our annual effective tax rate to 27.5% from 26.7% recorded for the first 3 quarters of 2013. The third quarter 2013 results were $122 million of operating income on revenues of $684 million. Net income from continuing operations for the third quarter of 2013 was $77 million or $1.38 per diluted share, which included $0.08 of after-tax expenses mainly related to the proposed spin-off transaction and the Sooner divestiture. Excluding these items, net income from continuing operations for the third quarter of 2013 was $81 million or $1.46 per diluted share. Our gross and net debt levels totaled $973 million and $374 million, respectively, at December 31, 2013, or a net debt-to-cap ratio of approximately 12.5%. Our leverage ratio was 1.23x at December 31. As of the end of the year, we had total liquidity of approximately $1.6 billion, comprised of $984 million available under our credit facilities and $599 million in cash on hand. And during the fourth quarter of 2013, we reported strong cash flow from operations of $112 million, and we invested $102 million in capital expenditures, primarily related to the ongoing expansion of our Accommodations business, the addition of incremental proprietary completion services equipment deployed to service the active U.S. shale plays, and the purchase of land and ongoing facility expansions in the Offshore Products segment. Also in the fourth quarter, we repurchased $34 million principal amount of our 5 1/8% notes. And as a result of this transaction, we recognized a pre-tax loss on debt extinguishment of $4.1 million for an after-tax impact of $0.05 per share. The $4.1 million consisted of the cash premium paid of $3.7 million and partial write-off of the unamortized deferred financing costs. In the fourth quarter, we repurchased $104 million of our common stock under our authorized share repurchase program at an average price of $101.58 per share. And since year end, we have repurchased another $100 million of our common stock at an average price of $99.04 per share. We have approximately $270 million remaining under our $500 million authorization, which expires in September of 2014. In terms of our first quarter 2014 guidance, we expect depreciation and amortization expense to total $70 million, and net interest expense to approximate $16.5 million. Our 2014 effective tax rate is projected to average 26.7%. The company currently plans to spend $600 million to $650 million in capital expenditures for the full year 2014, which includes several projects in the Accommodations and Offshore Products segments, whose timing was delayed from 2013 into 2014, in addition to other planned expansionary projects including the construction of our previously announced McClelland Lake Lodge. At this time, I would like to turn the call over to Bradley, who will begin the discussion of our Accommodations segment. Bradley?

Thank you, Lloyd. Sequentially, our Accommodations segment revenues increased 3% to $254 million, and our EBITDA increased 2% quarter-over-quarter to $103 million, primarily due to increased Canadian mobile camp utilization from the onset of the winter busy season, partially offset by lower lodge and village revenue. Our lodge and village revenues were down 4% sequentially due to lower realized rates in Canada, the impact of weaker Canadian dollar relative to the U.S. dollar, which was partially offset by the full quarter impact of contracted rooms at the Boggabri Village in Australia. During the fourth quarter of 2013, our average available rooms totaled 21,054 rooms, and a sequential increase of 455 rooms, with a RevPAR of $99. Earlier this month, we announced that we have begun construction of a new Canadian lodge, the McClelland Lake Lodge, which is located north of Fort McMurray in the Athabasca oil sands region of Alberta, Canada. This lodge will initially support a new oil sands mining project in the region under a 3-year contract for the majority of the rentable rooms. McClelland Lake Lodge will have an initial capacity of 1,561 rooms, with a potential to reach 1,997 rooms in the future as demand dictates. We plan to open the lodge in the summer, and we'll reach full initial capacity by the end of 2014. Accommodations revenues are expected to range between $250 million and $260 million in the first quarter of 2014 as a result of stronger Canadian mobile camp activity, partially offset by lower Australian occupancy. Weaker met coal prices and cost-cutting efforts by our customers caused a -- and an Australian customer, to reduce their forward room commitments beginning in March of 2014, in return for certain termination compensation to proceed by us during March -- or beginning in March 2014. EBITDA margins are expected to range between 38% to 39% during the first quarter. And now I'd like to provide an update regarding the proposed spin-off of our Accommodations business. We continue to make progress on this front. In December of 2013, we filed the initial Form 10 with the SEC, and we received their first round of comments in January. On February 11, we filed the first amendment to the Form 10. We expect the review process with the SEC to continue, while we complete the standalone audit of the 2013 financial statements for the Accommodations business. We currently expect to complete the SEC review process by the end of March or early April. In August 2013, we filed a private letter ruling request with the U.S. Internal Revenue Service regarding the proposed spin-off of our Accommodations business, and anticipate receiving the ruling in the first quarter. The Accommodations business will initially be spun off as a C-Corp as it offers a faster path to separation, and is expected to be tax-free to our shareholders. We continue to refine our analysis of a potential REIT election for the Accommodations business. Ultimately, the decision to pursue a REIT election will follow the completion of the proposed spin-off. We are making progress in identifying our management teams, directors and the separate company financial structures. We are currently recruiting executive and management positions for the Accommodations business, as well as assessing potential candidates for the Accommodations Board of Directors. In a latest amendment to the Form 10, we disclosed the pro forma financials for SpinCo, which include initial guidance for the expected distribution from SpinCo to Oil States in connection with the spin-off. This cash distribution is expected to range between $650 million and $850 million, and we used the midpoint of this range for the pro forma calculation purposes. Oil States is expected to utilize the distribution from SpinCo together with cash on hand to refinance its outstanding high-yield bonds. Using the midpoint of the distribution range, we anticipate SpinCo's initial leverage ratio to approximate 1.8x based on total debt-to-trailing-12-months EBITDA. Cindy will now address the activities of our other business segments.

Thanks again, Bradley. In our Offshore Product segment, we generate $235 million of revenues, and set a quarterly EBITDA record, reporting $52 million of EBITDA during the fourth quarter. Sequentially, revenues decreased 3% due to the inclusion of passthrough revenue in the third quarter, while EBITDA increased 14%. EBITDA margin was 22%. During the quarter, we enjoyed a revenue mix that favored our high-end products, and we realized improved cost absorption at certain manufacturing locations. We realized strong order flow during the quarter and booked $248 million in new orders. Reported backlog at December 31, 2013 totaled $580 million. Our book-to-bill ratio for the quarter and full year were over 1x. Noteworthy backlog additions in the fourth quarter included connector products destined for a floating LNG facility in Australia, and fixed platform products and deck equipment orders for the Chinese market. On December 2, 2013, we acquired Quality Connector Systems. QCS is headquartered in Houston, Texas, and designs, manufactures and markets a portfolio of proprietary deep and shallow water pipeline connectors for subsea pipeline construction, repair and expansion projects. QCS has been reported in our Offshore Products segment since the date of acquisition. By the first quarter, revenues are projected to range between $215 million and $225 million. EBITDA margins will depend upon our actual revenue mix, project execution and overhead absorption during the quarter, but are forecasted to be in the range of 19% to 20%. Our Well Site Services segment generated revenues of $187 million and EBITDA of $66 million in the fourth quarter of 2013. These results compare to revenues and EBITDA of $196 million and $64 million, respectively, in the third quarter of 2013. Revenue for the fourth quarter decreased 5% quarter-over-quarter, largely due to weather, while EBITDA increased 3% quarter-over-quarter. EBITDA margins for this segment were very strong at 35%, and were lifted somewhat by favorable accrual reversals. Despite the flat sequential U.S. rig count, this segment grew profits, primarily due to greater service intensity in the active shale basins, along with improved activity levels in Mexico and Canada, coupled with higher drilling services margins, which were partially offset by lower activity in the Northeast and Mid Continent regions due to weather. As we had previously reported on the third quarter earnings conference call, our drilling business experienced some downtime between customer contracts early in the fourth quarter due to permitting delays in the Rockies resulting from the government shutdown. However, several rigs began to go back to work in early 2014. While we had 5 rigs stacked at December 31, 2013, we do expect the majority of these stacked rigs to return to work late in the first quarter. While we are seeing improving land fundamentals, our completion services business was hindered by extremely cold weather in the early part of the first quarter. We estimate that first quarter revenues for our Well Site Services segment will range between $182 million and $190 million, with EBITDA margins of 31% to 33%, depending upon startup and mobilization costs, associated with activating some of our stacked drilling rigs. In closing, each of our 3 business segments reported sequential earnings improvements during the fourth quarter. We have many strategic initiatives underway that benefit our shareholders. Our focus remains fixed on our strategic plans, and we will continue to focus on ways to enhance shareholder value. That completes our prepared comments. Sylvia, would you open up the call for our questions and answers at this time, please?

[Operator Instructions] And our first participant is Collin Gerry from Raymond James. Collin Gerry - Raymond James & Associates, Inc., Research Division: I continue to be impressed with the completion services, both revenues and margins, frankly. And then a lot of your -- maybe not competitors, but a lot of the industry was dealing with a lot of weather this quarter. So I guess my question is, number one, on the margin front, were you -- did you benefit from certain regional issues where you maybe didn't have as much exposure to some of the freeze-offs that we saw in other parts of the oil service spectrum? And then, I guess, part two of the question is, we're seeing the horizontal rig count really accelerate here. And I'm just wondering, if we think about that business, should your revenues grow at a faster pace than horizontal activity, or in line with overall drilling activity?

Well, they're 2 great questions, and I'll have to kind of comment just a little bit on the fourth quarter. And again, our completion services revenues was down just a little bit, and there's always a mix factor involved. But clearly, we, too, were impacted by the cold weather. My however is, it was a little more of a December impact in the fourth quarter. I'd say it's been -- it felt more severe, quite frankly, early in the first quarter. But again, revenues were down. And yes, our margins were incredibly impressive. Our cost management was obviously good through this period, given the weather disruptions. And I'd still say we have some, like open POs that closed favorably to our margins. So I have guided you back to a little bit more normal margin range. But nonetheless, those margins are clearly holding, if not, improving. You mentioned the trend on the horizontal rig count acceleration. That is clearly a very favorable trend for us. I'd love to tell you that we do better than everybody else, but let's just say, I think we'll participate at least equally. But again, movements in the horizontal rig count do favor us more than the overall kind of rig count metrics. Again, the longer the lateral, the more zones completed, the better we do. So it's kind of a Catch-22 where we find ourselves today. We know the trends are there. Our customers are enthusiastic. We've just been plagued for about 45 days, particularly in the Rocky Mountain region, the Bakken and the Northeast, like everybody, with sloppy weather. Collin Gerry - Raymond James & Associates, Inc., Research Division: Okay. That covers it quite a bit. I guess, last one for me is, I think in the Offshore side of the business, we're seeing -- some of your competitors or just general sentiment in the space, that we're seeing kind of a pause or maybe a slowdown in the rate of growth. Do you think that translates into your book-to-bill as we go through 2014? Can we stay over 1? Or are you starting to feel or hear a little bit of that kind of softer sentiment in that side of the business, that maybe keeps it a little bit under 1?

All right. Collin, we're actually very optimistic about our capabilities to sustain backlog this year, if not, expand backlog. And I'll always say, this is the hardest business for everybody to get your arms around because it really depends upon what stage of the field development process that you're active in. And a lot of the enthusiasm over the last 18 months or so had kind of been over some of the drilling areas, and that looks -- sounds like it's slowing just a little bit with some of the tree installation work. And now I feel like there's a great space for field development, particularly with some delays that occurred during 2013. Everybody's going to talk about delays in Brazil as an example. But when it comes down to subsea, pipeline work, interconnects into floating production facilities, the floating production facilities themselves, whether those are FPSOs or TLPs and/or export lines, we feel pretty positive about in. And even though 2013 was a good booking year for us, we didn't have a lot of the floating production facility work. We did get some pretty decent subsea pipeline work, but we're -- we still have a very good throughput of that bidding and quoting activity right now. So today, I'll just tell you, I don't feel, in any way, let down by the prospects in our aspects of the business.

Our next participant question comes from Blake Hutchinson from Howard Weil.

I'm not sure at this point who the question's, really, most directed at. But I wanted to just -- as we look at the Accommodations guidance, is, first of all, kind of the currency impact that we have seen in both Canada and Australia year-to-date factored into that number?

Yes, we've -- we have factored in what we've seen thus far in terms of setting our first quarter guidance.

Okay. And then, I guess, Bradley, it's been out there, and it's been alluded to, but you had talked a bit about some of the occupancy declines in Australia. Are those hitting -- as you get those payments in, is the majority of the actual physical occupancy decline actually hitting that first quarter number, too? Or would you expect that to be more of a second quarter -- hit the second quarter result?

Right. Between the fourth quarter and the first quarter guidance for Australia, we'll see a step-down in the earnings out of Australia. I would estimate, in just rough terms, you'd see kind of, say, 80% occupancy, related -- 20% currency-related. And then there will be another step-down in the second quarter from an occupancy standpoint. So the answer -- the succinct answer to your question is, we'll feel some of it in Q1, but we'll feel the second piece in Q2. Now based on what we see today, I'm cautiously optimistic that Q2 should set the baseline for us. But certainly, as we progress through the first few months of the year, we'll certainly update everyone on the next earnings call.

Okay. That's helpful. And then just a final one from your -- the $1.8 million total debt-to-trailing-EBITDA ratio that you laid out there, is that net? Or is that total -- just total debt-to-EBITDA?

That's gross.

Next question is from Jeff Tillery of Tudor, Pickering, Holt. Jeff Tillery - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: Bradley, I'll just follow on Blake's question around kind of the way the changes in Australia will flow through. So Q2 was another step-down operationally. As we think about -- I mean, from what we know today, the full year Accommodations is kind of the bogey from a top line standpoint, kind of down 10% year-over-year for the full year.

I think that maybe -- it will be somewhere between 5% and 10%, yes, assuming we don't have any further degradation in the exchange rate. I think we're all going to have to -- and I'll certainly endeavor with the market to kind of alert people when we start seeing movements because I think a lot of the movement in exchange rate that we saw late last year, it's tough to -- it does have a direct impact on the Accommodations earnings from a translation standpoint. So I'm certainly trying and keep people realtime on the movements there, so they can adjust their expectations. But assuming that we don't have any further degradation in the forward curve for the Canadian dollar or the Australian dollar, I don't see it being quite 10%, but it will be somewhere between 5% to 10% range. But the -- probably the bigger issue is going to be the mix. And while the revenues aren't down that fact significantly, certainly we would prefer them to be going the other direction. And without a doubt, is that the Australian business is a high-margin business, and the mix there will have a, what I hope will end up being, a temporary impact on the margin for the business. But it will have an impact on the overall segment margins. Jeff Tillery - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: And if Q2 does prove to be kind of baseline for Australia, there shouldn't be any reason to think about margins degrading beyond Q2, should there?

I would hope not. No, I mean, intellectually, that's the right way to think about it. Jeff Tillery - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: And then Cindy, on the Offshore Products business, as we think about the full year in '14, so certainly, Q4 of '13 results were helped by mix. But if you look at kind of the totality of the business mix, 2014 versus 2013, is there a material change, either helpful or hurtful, to the Offshore mix?

Well, I've kind of commented earlier. A lot of our bookings last year, just kind of came almost routinely, mix was very comparable. I did point out that we had 1 order in Q4 that related to an order for a floating LNG facility. Again, those tend to be our proprietary equipment. So that type of order will impact our mix favorably. We are looking for, again, some -- or certainly bidding on some significant subsea pipeline orders, as well as both FPSO and TLP orders in 2014. So my reaction is to say, a backlog bit mix coming out of 2013 was comparable but good and at high levels. I think we have the ability, assuming these projects move forward to high grade that backlog mix in 2014.

Our next question is from Stephen Gengaro, Sterne Agee. Stephen D. Gengaro - Sterne Agee & Leach Inc., Research Division: I guess, 2 questions. I guess, Cindy, sticking on the Offshore Products theme, have you seen any change in the -- in sort of the interest level and/or bidding process for some of these new jobs offshore?

Well, I'll tell you, maybe the trend line I'm seeing is that some of the projects that -- we have been on our both bidding and quoting board, so to speak, for quite some time. We're starting to see some orders, i.e. the LNG projects in Australia. There are other activities in Brazil that are -- they still have momentum, but we're waiting to see those actually be let into contracts. And the other trend line I'm seeing, a bit more coming out of West Africa than we've seen in a while. Stephen D. Gengaro - Sterne Agee & Leach Inc., Research Division: Okay. It sounds like from your mix comments that you're getting more comfortable with the 20% level over time. Is that fair? And we should probably think about that as we get, maybe, into '15? Or is it too early to tell?

It's too early to tell. But again, I do feel like it's this -- the backlog development, if these projects move forward, the ones that I'm referring to, and our backlog does, in fact, take that mix shift, I don't see a reason why we couldn't be there. I don't have the numbers directly in front of me, but I do believe that with the strong fourth quarter that our 2013 annual EBITDA margin came in at 19.8%, not that I'm watching that 20% like a hawk, but it was a successful year for us. And we're exiting the year with a high level of backlog, and our prospects are good. And so, yes, I'm pretty positive about the business. We've got a lot of initiatives in place internally that I think are making a difference. And so time will tell. It's always about what's the next order going to look like. But the team is doing a very good job. Stephen D. Gengaro - Sterne Agee & Leach Inc., Research Division: And then switching over to, I guess, Bradley. On the Accommodations side, I just want to clarify one comment and just ask another. But you said Accommodations, with the revenue thoughts you gave to a prior question on 5% to 10%, that's aggregate Accommodations, right? That's not just Australia?

That is correct. Stephen D. Gengaro - Sterne Agee & Leach Inc., Research Division: Okay. And then can you give us some sense for how to think about -- or how you're thinking about in 2014, the RevPAR number? That was a hard number for me to get my arms around. Is there any color you could add there?

Well, as I -- let me start off with where we are on the first quarter. Usually, the first quarter has -- has been the strongest RevPAR quarter for us. And implicit in our guidance is probably around $110 to $112 range. But that will likely be the high water mark for the year. And overall, assuming again, going back to Jeff, I believe it was Jeff's question, that this is all caveated with exchange rates, but expecting a RevPAR for the year in the $110 range.

Our next question is from Sean Meakim from Barclays.

Assuming that -- I'd start off with Bradley. Just in the release, it seemed that there was an increased emphasis on contract roll-overs in Canada, leading to some of the drivers for the quarter. Was that, in fact, the case? And what does that imply for the outlook for '14?

There was a reference to contracted rates, but those were not rollovers, but more already contracted rate changes. And those actually come into fruition. So contract rollovers, really, for both businesses, while there will be some in '14, most of the larger rollovers are in '15.

Okay. Good. And then one other thing from the release. It's like CapEx was a good bit lower than we had talked about in the last quarter's call. And you mentioned in your prepared comments about some delays on the Accommodations side. Can you give us a little more color on what drove the delays and anything else we should be looking at there?

Well, I mean, the biggest piece of this, we were -- we had already started on McClelland Lake. And as is typical, and we always try and adjust for this, it's always hard to figure out how much is going to roll over into the next calendar year. We always make an effort to be as precise as we can, but that's just -- it's a hard exercise. And so, as a result, no readthrough, I don't think, in my opinion, as to something going wrong or going sideways. It was really just a matter of when the spending occurs relative to our initial expectations and which will -- obviously with the press release on McClelland Lake, we've updated everyone as to the timing of when those rooms will come on. And so we're very excited about the contract that we got. We're very excited to partner with this customer for 3 years on a take-or-pay basis in a new area for us. And so we're very pleased with the win there. And I think, just not to drag it out too much, but I think one of the reasons that we were able to secure this contract, to get this lodge contracted before we fully installed it, was because of the land-banking strategy. Our position up there in that area led to our ability to deliver in a timeframe that was attractive to the customer.

Yes. And in fairness, I'll chime in, Sean, a little bit of the reduced CapEx in Q4 was Offshore Products, partially due to, really, I'll say, some permitting issues with our new facilities in Brazil, but also just strategically timing those facility investments to meet the expected demand timeframe. And so it's a combination of both of those. But I do think that, as it relates to Accommodations, it's really -- every time we enter into a budget year, we anticipate that certain contract conversations lead into actions on behalf of CapEx. And depending upon the timing of those, and McClelland Lake's a prime example, it took us a little longer than we probably had hoped to secure that contract. So there's nothing other than timing and nature that I would point out to you.

Now great. That makes a lot of sense. And if I could do just one more for Cindy. We talked a bit earlier about the horizontal rig count growth and we're seeing that most pronounced in the Permian today. It seems like the rigs are -- the transition towards a new customer base seems to be going pretty well, just given kind of the numbers we've seen and what you have projected for 1Q. Is that, in effect, the case? Can you kind of give us an update of how your -- how that customer transition is going?

I'm not sure. When you're talking about -- are you talking about drilling rigs? Or are you talking about completion services?

On the rigs, yes.

Okay. I just wanted to be clear there because I think we serve everybody in completion services. But what we're seeing, there's almost, I'll call it, 3 classes of rigs that are kind of coming out, with, obviously, mechanical rigs, the SCR-type rigs, and more recently, AC-type rigs. And so there's all different types of demand. And over the last 5 years, we transitioned from kind of smaller companies drilling on footage, all the way to the majors and the large independents. And we have a broad range there. But as more and more of these large companies move towards AC rigs, drilling in the horizontal sections of the play, particularly in the Permian, it is creating short-term availability of our rigs. But the good news is they're now being picked up by some of the smaller -- as long as WTI is -- we've got some refining disconnects right now. But as long the WTI is in that $95 range, I do think those rigs will be utilized. They're very good assets and people can drill very profitably at the current crude oil prices that we have. And that's what we're seeing as just a little bit of a period of rig reallocation or substitution based upon customer needs.

We have Kurt Hallead from RBC Capital Markets.

So I wanted to just follow up on the, I guess, the spin coming up here for Accommodations. And then, I think, there is elements of expectation in the marketplace about the next step being a potential REIT of the Accommodations. And so Brad, I'm just wondering if you might be able to kind of walk us through some of the process or analytical process that you may be going through to determine that? And I put that in the context of what you kind of mapped out already today, with respect to the elements of Accommodations top line, kind of being down 5% to 10% year-on-year. And I think, again, the market expectation of a REIT is for some sustained surety of cash flow, and this is a pretty cyclical business. So kind of an open-ended question, Bradley, but I'll leave it to you on how you want to answer it.

Well, I guess on the REIT election, we have -- as we've discussed, multiple times with investors and the street. We continue to refine the analysis that the we prepared, for the Oil States board last summer, around some of the key assumptions that go into determining not only does our business neatly fit into the REIT structure, but then also, ultimately, what is the distributable income and leverage capabilities of the Accommodations business in a REIT. That analysis is ongoing. We continue to -- as Oil States's trying to put the SpinCo company in as good a position as it can be in order to make that determination on a -- after the spin has occurred. And so, ultimately, that election will be the responsibility of the SpinCo board. The spin-off remains very much on track, if not ahead of schedule. As I may have mentioned in my comments, the Form 10, we got back comments from the SEC. They were very reasonable. We responded on the 11th. We would then expect to get another round of comments back from the SEC at some point here as we try and finish the 2013 audit of SpinCo for the Accommodations business on a standalone basis. On a parallel basis, the IRS ruling appears to be making good progress. And as I mentioned, we expect to get that in the first quarter of 2014. All of this will read, I think, an important data point update that was in the press release and is in the 10-K when we file it here shortly, is that the timing for the spin-off is now expected to be in the second quarter of 2014. I think that from the very beginning, I think in terms of your comment about the volatility of SpinCo's earnings, from the very beginning, it should have been apparent that 90% of our earnings come from foreign jurisdictions, in which foreign currency will be a key component. So that is somewhat out of our control and something that, as SpinCo moves forward, we'll have to determine how we manage that appropriately, and if hedging is warranted. As it relates to the Australian business, met coal prices are as low as they were in the recession. So the impact on our business, I think, we're in as good a position as we can be with our contract coverage. I think while it's disappointing to have to release a customer from their room commitments, it was the right thing to do to try and help out the customer as they try and manage through their own cost-cutting efforts. But our contracts held up firm, and that's what allowed us to have a very constructive dialogue with the customer, in which we were substantially held whole from what we were initially anticipating underneath those contracts. So the -- I'm hopeful that, in terms of Australia, that 2014 will be the bottom and we'll start to see some improvement as we head into 2015. But with the contracted met coal price at $150 and spot rates below that, that's a hard headwind to fight.

That's great. I appreciate all that color and detail. And then a follow-up relating to Australia then. When you kind of risk-assessed the outlook, and you gave the 5% to 10% kind of a down year-on-year revenue, how did you -- how should we think about Australian room rate utilization? And in that context, Bradley, given the challenges around met coal in Australia and this one particular customer, do we have to -- what's the risk of another customer having to have this similar negotiation with another customer as the year goes on?

I'll answer the last part, first, of them. It's certainly always a possibility that there's nothing anticipated at this point in terms of our, I mentioned to Stephen's question earlier, an estimate of full year RevPAR, which includes my expectations for Australian occupancy and rates.

Okay. Any additional color around what the utilization of rooms might be in Australia?

We haven't historically disclosed utilization for rooms. And at this point...

Yes. We don't have it handy.

We don't have it handy.

Okay. I don't want to monopolize time, but I do have one on Offshore Products for Cindy. I heard your answer to a previous question. A lot of nervousness out there on the investor base around some of these Offshore Projects. It seems to me like they're kind of one-off situations for a few different companies. It doesn't look like there's anything broad-based to necessarily be concerned about. But can you maybe expand upon that a little bit? And how do you look at what the major oil companies have been doing recently in reassessing the cost on some of these projects?

Yes -- no, I think we're kind of just in the phase here, and it's always hard for me to get my arms around -- if you're not directly sitting in that aspect of the business. But right now, there's a kind of a cloud, obviously, over -- leading-edge deepwater drilling rates and leading-edge vessel rates. And again, that's both demand side that we all know some of these big projects have slid, number one. But we've also had a lot of capacity coming on. So it's not a one-edged sword here. You got to look at the capacity element as well as the demand element. It is very clear to me, on the projects that we have bid, there have been delays. We've just been blessed by the fact that we held backlog despite those delays, but I can only speak to what I provide to the marketplace, which right now is increasingly weighted towards subsea developments and floating developments. But we are expecting continued high demand for our casing and conductor products for our SCR FlexJoint. That's going to go on TLPs as well as FPSOs. Pretty high bidding demand for plans and plates. And I guess, generally, some of the -- what we saw in 2013 release of those major products -- project awards were a bit slow. But overall, the number of those major project opportunities for us is growing. And I think you're going to find some of those, as you call it, there are selective companies that have different things going on. But I do not see broad-based negativity around deepwater.

Our next question comes from Chuck Minervino of Susquehanna.

I just wanted to touch base a little bit more on 2Q EBITDA margins. You mentioned -- you gave the guidance for 1Q, and it kind of steps down a little bit from 4Q. It sounds like it steps down a little bit in 2Q as well. I was wondering if you can help us bracket that number a little bit, if that's where we're going to be stabling out -- stabilizing out?

I'm sorry, Chuck. I missed your segment. What segment is the question on?

Accommodations segment.

Okay. On the Accommodations? I think Bradley addressed it. I'll try to recap it succinctly, but with Australia going down in terms of top line, which we have guided to in the Form 10 as well as today, it is a higher EBITDA margin business. So the mix with your higher-margin business going down and your Canadian and U.S. business holding, U.S. may even expand a little bit. The balance of that leads to lower overall margins. And I think the color, if there is a distinction, Q1 to Q2, is some of these contract utilization reductions start in March, so the brunt will be felt in Q2. Is that fair, Bradley?

I agree.

And I was -- I guess I was trying to get that also. That's very helpful. Can you help us with a little bit of a number range on the EBITDA margins? How you're thinking about that in 2Q in Accommodations? I think you mentioned 38% to 39% in 1Q. Where do you think that stabilizes in 2Q?

At this point, is we just are going to -- are prepared to give directional guidance. And I think in our prior answers, we've done so. Obviously, with Australia being, as Cindy mentioned, as I mentioned before, with Australia being down in the second quarter, we'll have another step-down in margins for Accommodations.

Okay. And then in the Canadian business, you always have a pretty good outlook well in advance of new project opportunities. Can you talk a little bit about Canadian Accommodations, room growth opportunities, maybe outside of McClelland Lake? Maybe not in '14, but in '15 and beyond.

Well, we continue to see opportunities for -- in-situ lodge growth -- or lodge growth in the in-situ region of the oil sands play. We are working on several of those, and those still have potential. Those would, in all likelihood, look a lot like an Anzac Lodge that we opened last year and has been doing quite well. And so that's a 300 -- let's say 300 to 500 rooms per lodge opportunity, and we're chasing some of those. Longer-term, as we look at room growth, we will continue to, we believe, to see oil sands growth. We still have, as I mentioned in my comments, capacity to expand the McClelland Lake Lodge in the future, should it be warranted. So we'll have in-situ growth. We have some sprint growth at McClelland Lake. And then longer-term, certainly, there's been some press around the British Columbia, West Coast Canada LNG opportunities, and we are pursuing those. I think it's clearly too early for us to comment any specificity on that. But longer-term, we see that as a potential opportunity, and are pursuing that.

, Okay. And then just my last one would be in the Australian business. With some of these contract renegotiations, do you see any opportunities there for alternative use for those rooms or alternative customers to re-contract some of those rooms at this point in time?

We do, in certain areas and expect to get some uplift that's mitigating some of the issue. There are other areas where, at least for the near-term, those will be unoccupied.

Generally speaking, I would say that maybe 1 of 3 facilities, we do see it's in a very prime location. We serve a multitude of customers. We do think there will be some offset there, yes, Chuck.

And our next question comes from Michael LaMotte from Guggenheim.

Cindy, Bradley, first question for you. I just want to clarify on the revenue margin for 2014 in Accommodations. A lot of discussion around occupancy, currency and mix. But pricing in each of the markets is relatively stable. Is that correct?

I would generally say that that's the case. I'll address each individually. The -- in the Canadian market, I would say pricing is firm. And so I don't see really a pricing issue there. The U.S. has been a difficult market for us in Accommodations. We're hoping -- '13 was not a good year for U.S. Accommodations, for a myriad of reasons, some market-related, some self-imposed. And we're hoping that '14 -- and so far '14 seems to be firming up. So I would say that the U.S. is, I will say, I'm optimistic it's stabilizing. And then Australia, it's not -- it is less of a pricing issue and more of a demand issue. There are certain markets where we have adjusted pricing to -- and have had positive impacts to the occupancy. Those are not -- to date, those have not been in the met coal region. I think in the met coal region, with the prices that I discussed earlier, where they are, dropping the price significantly wouldn't have the requisite change in occupancy. So I would say that the rates that we're getting in Australia are stable. It's just the overall volume of demand isn't there, in certain areas. As Cindy mentioned, we -- even though we have had some of the room commitments handed back to us, and in particular in 1 location, we expect we'll have some ability to re-contract those rooms.

And then is there any CapEx related to mothballing any of these rooms that may not be occupied for some time?

No. It's a fairly variable cost model. There's not a lot of fixed costs. And I don't -- even if there were some, I don't know that we would be able to capitalize it. We'd likely have to expense it as incurred. But...

But we really don't expect any significant -- I don't want to use it as a simple analogy, but closing a room off in a hotel doesn't require much.

Okay. So it's not like a rig. Okay. And then if I could ask you a technical question on the spin. The PLR for the spin has been filed. Have you heard back from the IRS on that?

We've been in dialogue with them, and we've been working with them as we -- as they request information and we provide the answers. So we've been in -- clearly, from the beginning, starting in August, our team in both internal team as well as external team, have been working to push that process forward.

Okay. And then the filing of the PLR for the REIT conversion, is that something that can only be done after SpinCo's board approves it, assuming they do? Or is that something that can be done as part of due diligence and feasibility?

There are no plans on moving forward with the PLR on the REIT until after the SpinCo board is formed after the spin is complete.

Okay. Last one for me. Cindy, on -- in terms of -- I know execution's been the top priority, given everybody is running 2 or 3 jobs down there. As I think about Oil States after the spin, should we continue to see acquisitions along the lines of QCS and buybacks? Or have you started to entertain other strategic directions, perhaps, the addition of the -- of another third segment? I mean, you demonstrate a great capability of running multi-segment businesses. I'm just kind of wondering how you're thinking about life after the spin.

Well, I just smile at the question. I think I'll answer it and just say I'm trying to establish and capitalize the company for a complete optionality. I think there is a -- it's an interesting thing. We're kind of carrying out a lot of the strategic initiatives we have in place. We'll be much more of a pure-play energy services company, and I think an incredibly attractive one, and what will then be in the small-cap space. And so -- and interestingly, you mentioned QCS. I'll also remind you, in the last 12 or 14 months, we also closed the Piper acquisition and the Acute acquisition. Those are fairly small. They're not on a lot of people's radar screens, but they will be more meaningful. And that's just in Offshore Products. There were a couple in the completion services business, Tempress and others. But again, they'll have more magnitude and weight in the smaller, more focused company. But I'll also tell you, all of those acquisitions had a purpose for us, and it did have to do with enhancing our operations, filling in gaps, leading to more OEM products, although most of what we deliver to the marketplace are fully OEM products. It also leads to enhanced operational efficiencies and effectiveness. And so the market may look at them as pull-through, tuck-in acquisitions. I tend to look at them much more strategically than that. And so I'm excited about those kinds of deals. And it's interesting because in our 13-year history, quite frankly, we haven't had an acquisition that has failed to produce the results, and I think that is a rare outcome. And so I do think we're pretty good at it. I like optimizing what we had, extending product lines in the spaces that we're in. And I think we still have opportunities to do that. I would tend to favor that route than just adding another leg, unless it's very strategic, too. We kind of have come a long way to get to a more pure-play company. So I'm a little reluctant to jump off the cliff at day 1 and complicate it a little bit further.

Our next question is from John Daniel from Simmons & Co. John M. Daniel - Simmons & Company International, Research Division: I understand from a prior answer that you don't have the average room count handy. That's fine, but could give us any color, Bradley, on what the other Accommodation revenue might look like for Q1 that we can back into?

Yes. Let me pull that. I think that, if I recall correctly, built into our guidance is about $75 million of other Accommodations revenues. $75 million to $80 million, so it's in that range. John M. Daniel - Simmons & Company International, Research Division: Okay. And then, Cindy, on completion services. I mean, that business continues to do very well, given, as you described, proprietary services. Given that niche, if you will, and the backdrop of better E&P capital spending, at this point, are you seeing opportunities to get pricing traction in that segment?

We've done pretty well, quite frankly, about holding pricing even throughout 2013. I think that has kind of been a differentiator for us. But part of the reason, I think, is the focus on technology that we have, and we've really stuck to our knitting, so to speak, and not varied from that. And we've avoided opportunities to commoditize the business. And so I don't really know that we should be having a conversation about firming price back up because I don't feel like we really lost much. And you always have some on the margin in 1 basin or another. But if I just think in broad-based, in totality, we've done pretty well there. But the trends are going in the right direction. Always, the well -- service intensity, well intensity horizontal -- we hear it over and over and over. It's a broken record, I'm sure. But that will serve us well. John M. Daniel - Simmons & Company International, Research Division: Okay. All right. Bradley, coming back to Accommodations. I apologize on this. But I know it's hard to forecast, or at least want to make a forecast, in the back half on the margins. But historically, Q1 is the high mark for margins in Accommodations. Would that be -- is that the expectation again for this year?

That's the expectation for this year. They could be, although there -- I'm not going to say that it's definitive that we couldn't recover in the back half of the year. As I danced around the margin guidance for Q2, that will clearly be lower. And in the second half, I will dance around it again to say that I hope it's somewhere in between Q2 and Q1. How's that? John M. Daniel - Simmons & Company International, Research Division: Okay. That's perfect. And then just housekeeping for me. G&A, no guidance, I presume. Is that because, obviously, more transaction costs this quarter? Or is it -- Q4 similar to Q1 for G&A?

I'm looking at the team to try to pull up a comparison. We did have the transaction costs. They were outside. They were not reported. And as -- I'm looking for Bradley, somebody for confirmation here. But transaction costs were both outside of SG&A. They were reported, I think, in other income and expense just to -- for modeling purposes. And I want to be clear. I got the tone from some of the overnight notes, almost as if people are thinking, these are built-in costs that are long term. The kind of costs that we've highlighted here are truly costs associated with getting the spin done. This is not the ongoing burden to the entity prospectively. And I'm glad you kind of mentioned that. I wanted to point it out. The SG&A in Q4, I think, might have been modestly higher for just -- for some year end kind of accruals. But I think when you look at that line item, it's going to be fairly flat.

We have Jim Wicklund from Crédit Suisse. Jonathan Sisto - Crédit Suisse AG, Research Division: It's actually Jonathan. I'll be mindful of the clock. Lloyd, in your remarks, you mentioned your expanding land for Offshore Products. Is that to expand the roofline, manufacturing roofline?

I don't mind picking up on that. Again, we kind of have-- in our CapEx guidance, the $600 million to $650 million, we have a much higher level of CapEx for Offshore Products than we typically do. I will kind of go through some of the things that we're doing there. First and foremost, we had in our budget last year, effectively, 2 new facilities commencing construction in Brazil. That's in Santa Cruz and Mackay. Those are really slipping over into 2014. Again, with some of the delays in Brazil, we just hadn't felt compelled to rush these. But those are examples. And we've been in the -- operating out of Athabasca [ph] and Aberdeen as long as this company's been around, before I was born, quite frankly. And our facilities there are dated. And they're really not stepping up to the expanded needs that we have. And so we are going to commence groundwork on the new U.K. facility in 2014, and then we're opening a new facility in Thailand at the end of the first quarter. And when we bought Piper, they already had some expansion plans underway. We factored that in our acquisition economics, and we will be expanding that facility as well in the second quarter. So somewhat atypical for Offshore Products is normally a fairly low, I'm going to say, $30 million-ish kind of CapEx a year and I believe our budget is roughly $100 million with these fairly significant facility -- land and facility investments. But most of the land investment is in the U.K. Jonathan Sisto - Crédit Suisse AG, Research Division: And I guess, just lastly, because a lot of the good fruit has been chewed off here already. Aftermarket. How big is that? Is that within Offshore Products these days?

Historically, we just generally -- I'm going to classify these as service businesses, and it's roughly 25% of the top line for our Offshore Products. That's one of the beauties as we get bigger and get a larger installed base, you also create more of a recurring service element there.

And we have Stephen Gengaro from Sterne Agee again. Stephen D. Gengaro - Sterne Agee & Leach Inc., Research Division: Just a quick follow-up, Bradley. I'm not sure if you mentioned this. Could you give any sense for room count growth in '14 in aggregate?

Well, right now, the guidance we're basically sticking with is McClelland Lake. It is -- as I -- I can't remember whose question it was, asking about kind of the other growth. Maybe it was Chuck's. Other growth opportunities, if those materialize to a further degree and greater certainty around the in-situ growth comes to fruition, we'll certainly update everyone. But as we look at year-over-year growth, we're really just counting on McClelland Lake. We don't see any in Australia. As the original McClelland Lake press release mentioned, we'll open that up in 2Q '14, and it will ramp from there. But it will be very back-end weighted. So year-end to year-end, I would expect room growth -- room count growth to be in that 1,500, maybe a little bit more, from 12/31 '13 to 12/31 '14. And then the average will be something less that 1,500 number because all that will be -- or a significant portion of it will be second-half weighted.

It sounds like we're closed off at this point, no more questions. I'm looking at Patricia for confirmation. So I think we're going to sign off here. I do apologize, it ran a little bit beyond an hour. But I appreciate the interest so much. And there is a lot going on for us. And we're kind of excited about the events of the second quarter, completion of the spin and kind of moving forward at that stage. So again, I appreciate all your continued interest over the many years, and we look forward to updating you in our next call. Thanks so much.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.