Forum Energy Technologies, Inc.

Good morning, ladies and gentlemen, and welcome to the Forum Energy Technologies fourth quarter and full year 2023 earnings conference call. My name is Gigi, and I'll be your coordinator for today's call. There is a process for entering the question and answer queue. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. A link with instructions can also be found on the company's Investor Relations website under the Events section. At this time, all participants are in a listen-only mode, and all lines have been placed on mute to prevent any background noise. This conference call is being recorded for replay purposes and will be available on the company's website. I will now turn the conference over to Rob Kukla, Director of Investor Relations. Please proceed, sir.

Thank you, Gigi. Good morning, and welcome to FET's fourth quarter and full year 2023 earnings conference call. With me today are Neil Lux, our President and Chief Executive Officer, and Lyle Williams, our Chief Financial Officer. Yesterday, we issued our earnings release, and it is available on our website, This earnings release follows our preliminary press release issued on February 19, 2024. Subsequent to that preliminary release, we finalized our analysis of valuation allowance. No valuation allowance releases were made as a result of this analysis. Please note that we are relying on the safe harbor protections afforded by federal law. Listeners are cautioned that our remarks today may contain information other than historical information. These remarks should be considered in context of all factors that affect our business, including those disclosed in FET's SEC filings, our earnings release, and the VERIPRM acquisition announcement. Finally, management statements may include non-GAAP financial measures. For a reconciliation of these measures, you may refer to our earnings release. During today's call, all statements related to EBITDA refer to adjusted EBITDA, and unless otherwise noted, All yearly comparisons are full year 2023 to full year 2022, and quarterly comparisons are fourth quarter 2023 to third quarter 2023. I will now turn the call over to Neil.

Thank you, Rob, and good morning, everyone. 2023 was a transformative year for FET. In addition to executing our strategy, we accomplished two significant milestones that accelerate FET's long-term growth trajectory. We began the year by reducing our long-term debt by 48%, and we ended 2023 with the announcement of the VeriPerm acquisition. This highly accretive acquisition demonstrates strong business logic while maintaining conservative net leverage and strong liquidity. VeriPerm's differentiated products and patent-protected technologies complement our artificial lift product portfolio. This combination expands the total addressable market for FET's artificial lift product family. Together, we are a formidable manufacturer of highly engineered products and solutions, and we expect the larger and more profitable FET will generate significant financial returns for our shareholders. In 2024, we are forecasting EBITDA of $100 to $120 million and free cash flow between $40 and $60 million. These results at their midpoints would represent 64% and 25 times growth for FET. This is what we mean by transformative. In addition, we executed our organic growth strategy in 2023. Excluding the contribution from VeriPerm, we leveraged our global footprint to grow our international and offshore businesses. Industry investment has clearly increased outside the United States, and we are benefiting. Revenue grew in all international regions, led by 72% increase in the Middle East. In the aggregate, international revenue expanded 23%, more than twice the pace of international rig count growth. For 2023, FET's non-US sales were 38% of total revenue, up from 33% last year. Turning to offshore, we saw a resurgence in demand for ROVs and aftermarket equipment to support oil, natural gas, and wind projects. Orders in our subsea technologies product line were up almost 90%, primarily driven by new ROV systems. In addition, aftermarket revenue was up almost 40%, supporting the higher utilization of the current global installed base. In addition to utilizing our worldwide footprint, we continue to develop and commercialize new products. This is accomplished by working closely with our customers to iterate newer and better solutions, further separating FET from our competitors. Let me provide a couple of great examples from our global tubing and quality wireline product families. In 2023, Global Tubing produced two world record setting strings, both delivered into the Middle East. The first was the longest two and three eighths inch diameter string at over eight miles long. Our second record was for the heaviest string at 200,000 pounds or the equivalent of a 757 airplane. These milestone strings increased customer efficiency and capability, allowing them to reach hydrocarbons further from the rig and deeper below the surface. Another example from our quality wireline product family, in the first half of 2023, we set quarterly revenue records driven by our successful greaseless cable design. Our cable enables faster transitions between frac stages thereby increasing pressure pumping efficiency. In addition, we commercialize the next generation cable, which allows our customers to economically perform wireline operations at higher pressures. Another part of our new product development initiatives centers around innovation and market disruption. A great illustration of that comes from our FR-120 iron roughneck. which was specifically designed to address our customers' needs for heavier and larger drill pipe. During the fourth quarter, we delivered our 100th FR-120 and supplied a record number of units to our customers. In a market where drilling contractors are cautious about capital spending, their enthusiasm for the FR-120 demonstrates the value our solution provides. Building on that success, we have commercialized the next generation iron roughneck. This new design has the same torque capacity of the existing model. However, it is much smaller and will fit on many more rigs. Our drilling team's innovation significantly expands FET's addressable market. The next example is our Frac automated switch technology system or Fast Connect. The Fast Connect system is a direct replacement of existing zipper manifolds. It increases safety by eliminating personnel from high pressure danger zones. It drives efficiency by completing more frac stages per day and it improves the well site environmental footprint by eliminating grease. The first system has successfully transitioned between 250 zipper frac stages with an average cycle time well below traditional methods. And the FastConnect system has had zero downtime after pumping 175 million pounds of sand at an average pressure of 12,000 pounds per square inch. All of this without an ounce of grease. This is amazing. Lastly, our multi-lift product family has successfully helped customers mitigate sand and gas challenges in their ESP artificial lift operations for many years. Building on our expertise in the ESP market, we have expanded our product offering into the raw lift market with the commercialization of the Pump Saver Plus. Sand and gas issues can lead to rod lift system failure. Our unique solution addresses these issues and increases annual production while reducing downtime and related costs. With just these three examples, our engineers and product managers have increased FET's total addressable market by $300 million. And in these markets, We have the best solution for our customers. Our innovation is laying the foundation for sustainable and profitable growth in the years ahead. In summary, based on these 2023 accomplishments, FET is a bigger and more profitable company with lower leverage and greater access to a larger addressable market. Shifting now to FET's 2023 financial performance, we delivered revenue and EBITDA growth of 6% and 14%. Our EBITDA margins expanded 70 basis points to above 9%, building on the margin improvement achieved in 2022. Overall, these results were favorable and 2023 was a good year for FET. However, We are striving to be great. It is helpful to put our performance into context with market conditions. If we go back to this time last year, the industry was coming up nine consecutive quarters of U.S. rig count growth, with analysts and customers indicating further growth ahead. Internationally, rig count was making a steady ascent. averaging quarterly increases around 6%. Putting it all together, our financial forecast was based on 15% rig count growth. And at the time, this felt like a conservative outlook, especially since the industry had grown 28% in 2022. However, reality differed from the forecast. Commodity prices were volatile the entire year, Global crude oil prices ended down roughly 18% and U.S. natural gas prices were down 60%. These factors caused global rig count to grow only 4% instead of the 15% forecasted. For FET, these market conditions led to lower than expected revenue and EBITDA growth in 2023. And in the fourth quarter, Market activity and customer behavior continued the full year trend, as exhibited by lower bookings and delayed payments. Now, turning to the 2024 guidance provided earlier in the call, let me share the basis for our forecast. For the year, we assume range-bound commodity prices, with oil between $70 and $85 per barrel and US natural gas prices between $2 and $3 per million BTU. We anticipate 2024 average rig count to be down around 5% in the US, flat in Canada, and up slightly in the international markets. Putting those assumptions together, our plan forecasts a flat global rig count in 2024 with some variability between quarters due to seasonality and budget timing. We would expect operators to flex up or down their spending as the price outlook adjusts. For our service company customers, we expect to see a bifurcation of demand between those focused on U.S. land and those with international and offshore operations. In the U.S., our activity-based consumable product sales should follow market activity. we anticipate softer demand for drilling and completions capital equipment. Internationally, we continue to see opportunities and inquiries for capital equipment, and this will be an area of strength for FET. Also, we are forecasting continued growth in offshore demand as service companies ramp up operations. Finally, with the commissioning of the Trans Mountain Express pipeline, we assume Canadian oil prices will remain relatively robust and therefore expect to see a ramp up in second half activity for oil sales development. Putting it all together, we are guiding $100 to $120 million of EBITDA and $40 to $60 million of free cash flow. We anticipate substantial improvements in per share metrics and with this forecast, FET will generate significant adjusted net income per share. We have the pieces in place for a great year. I am now going to turn the call over to Lyle for more details on FET's fourth quarter financial results and first quarter 2024 outlook.

Thank you, Neil. Good morning, everyone. Our fourth quarter consolidated revenue increased by $6 million, or 3%, while global rig count decreased 1%. Our revenue benefited from backlog conversion in our subsea technologies and production equipment product lines. EBITDA was down just over $1 million despite the increase in revenue as unfavorable mix and slightly higher corporate costs offset volume growth. Our book-to-bill ratio was 87% for the quarter. This follows the 111% book-to-bill ratio in the third quarter. Timing of larger project bookings accounts for this lumpiness. Taking the third and fourth quarters together yields a 99% book-to-bill ratio for the second half, in line with the full year 2023 result. The drilling and downhole segment revenue increased 12% primarily due to project revenue for ROVs and cable management systems in our subsea technologies product line. Segment EBITDA was flat with the third quarter as the increase in subsea revenue came at lower contribution margin than the overall average. The segment book-to-bill ratio was 87%. Typical fluctuation in order flow for subsea technologies drove this low ratio. Recall, that subsea came off a sizable order for four PERI XLX work-class ROV systems in the third quarter. As Neil mentioned, we expect strong revenue growth from subsea as backlog has doubled from a year ago and demand for traditional oil and gas and offshore wind remains robust. Completion segment revenue decreased about 8%, primarily driven by lower seasonal coiled tubing sales into the Middle East. In the U.S., completion's activity was moderately lower to start the fourth quarter before falling sharply with the expected seasonal frac holiday. Activity exited the quarter with 50 fewer working frac fleets than at the end of the third quarter. As a result, completion company customers idled equipment, slowed purchases of consumable products, and delayed demand for stimulation-related capital. However, our stimulation and intervention revenue was essentially flat as we delivered equipment that had been delayed by customers in the third quarter. EBITDA was comparable to the third quarter due to favorable product mix and segment book-to-bill ratio came in at 101%, which is typical for this segment. Our production segment revenue and EBITDA were also comparable to the third quarter. Book-to-bill ratio for the production segment was 63% for the fourth quarter. This result was driven by the production equipment product line where we typically see large project awards and lumpiness from quarter to quarter. I would like to highlight the impressive improvement this team has made in 2023. The segment delivered EBITDA margin improvement of 400 basis points with 42% incremental EBITDA margins compared with 2022. A focus on operating leverage, continued cost management, and the utilization of our Saudi Arabian facility drove this improvement. Turning to cash and the balance sheet, we generated free cash flow of $9 million in the fourth quarter, a result that was well short of our expectation of $26 million. The shortfall resulted primarily from collections. Despite our day sales outstanding coming down, receivables did not decline as much as we expected. Additionally, cash from our longer-term percentage of completion projects was delayed. We also paid a few million dollars of transaction expenses related to the VeraPerm acquisition. We have recalibrated our expectations going forward to boost confidence in our forecast. Notwithstanding the free cash flow miss, we progressed in our efforts to improve networking capital efficiency. Our accounts receivable balance improved relative to our revenue as we returned our day sales outstanding metric to historical norms. And given the softer market outlook, our teams reduced the flow of inbound raw material. to lower inventory balances and improve our terms. We will focus on maintaining these efficiency gains in 2024. We ended the quarter with $46 million of cash on hand and $147 million of availability under our revolving credit facility with total liquidity of $193 million. Our net debt was $91 million with a corresponding net leverage ratio of 1.4 times. Pro forma for the acquisition of VeriPerm, which closed in January, our balance sheet remains strong. Our net debt balance would have been $241 million, and our pro forma year-ending liquidity would have been $113 million. With this liquidity and forecasted free cash flow in 2024, we expect to be in position to retire the 9% senior secured notes later this year. if we choose to do so. In the meantime, we continue to explore options to refinance our long-term debt, considering options that provide additional flexibility without excessive incremental costs or restrictions. As we indicated in our November call, we remain committed to returning net leverage to our pre-Verifirm levels of 1.7 times EBITDA or better. Let me provide some details behind our robust free cash flow forecast. For the year, cash interest is expected to be approximately $25 million, based on the 2025 notes and borrowings related to the acquisition. Cash income taxes are expected to be around $20 million, primarily due to Canadian income. Capital expenditures are expected at about $10 million, in line with both FET and VeriPerm's capital life structures. Plus, we expect approximately $7 million for other payments primarily related to the VeriPerm acquisition. Along with flat global activity levels and revenue, we assume no overall change in net working capital. These assumptions and our $100 to $120 million EBITDA guide put free cash flow at between $40 million and $60 million. This forecast compares favorably with the combined cash flow we disclosed with the Verifirm acquisition announcement. And at FET's current market cap, that's an approximately 20% free cash flow yield. I'll conclude by providing our forecast for the first quarter of 2024. Neil shared that we expect a flat global market this year with some volatility between quarters. Several factors lead us to expect a softer first quarter. These include recent E&P company mergers, downward pressure on U.S. natural gas, and recent volatility in Canadian crude oil pricing following uncertainty about the timing of the Trans Mountain Express pipeline startup. Each factor presents near-term headwind for customer activity. Therefore, we forecast revenue and EBITDA ranges of $230 to $220 million and $23 to $27 million, respectively. For the first quarter, we anticipate negative free cash flow, typical of our seasonal use of cash. We believe industry activity will be higher through the remaining quarters, supporting our full year guidance. Here are a few details from modeling purposes for the first quarter. We anticipate corporate costs and interest expense to be $7 million each. and depreciation and amortization expense of roughly $12 million. As Rob mentioned, we did not adjust our valuation allowance following our analysis. Should we adjust these allowances in a future quarter, the result would be a one-time decrease in income tax expense and a similar increase in deferred tax assets. Let me turn the call back over to Neal for closing remarks. Neal?

Thank you, Lyle. We are excited to now have VeraPerm and the FET family. Their contributions, along with FET's legacy business, will generate significant financial returns for our shareholders. Our global footprint allows FET to navigate any volatility and uncertainty in the market to deliver to our customers wherever they are in the world. Our DNA is built on developing new and improved products and solutions to enable greater efficiency and safety for our customers. This innovation is at the core of what we do. Before turning the call over for questions, I would like to thank our employees for their dedication and tireless efforts. Your commitment to doing the right thing and taking care of our customers is the cornerstone for FET's success. Gigi, please take the first question.

As a reminder, to ask a question, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Blake McLean from Daniel Energy Partners.

Hey, good morning, guys. Thanks for taking my questions here. Morning, Blake. So I want to talk a little bit about VeriPerm. As you guys have continued to dig into the business, I was wondering if maybe you could provide us a little bit of an update on integration, synergies, cross-selling opportunities, anything like that you could share.

Yeah, that's a great question. And I think the integration, first of all, is going really well. We set up to let them run the business as they were. Again, they're great leaders and executors, and we want to continue doing that. And so our main focus is getting them to be ready as part of a public company. So that's the work we're doing there on the integration. As I look at the synergies that we have, what's exciting to us is, you know, we mentioned in our comments that we think there's a great opportunity to expand our addressable market for artificial lift products. So we're actively working together with the VeriPerm team to look at cross-selling our multi-lift product line into Canada to the oil sands customers, early stages now. But we think that's a great opportunity to expand our addressable market into Canada, especially with a great product line with Multilift.

That's good. Okay, thank you. That's helpful. Look, I know you guys are kind of knee-deep in getting kind of that over the finish line and working through integration, but I was hoping maybe you could give us a little color on the opportunity set for additional M&A. You know, kind of what does the market look like for smaller tuck-in acquisitions or VeraPerm-like deals, specific business or product lines that you guys find particularly interesting, any color around that would be helpful.

Yeah, that's a great question. I think there is a lot of deals out there, a lot of opportunities to, we have a good pipeline there that we've built up and we continue to analyze. I think the VeraPerm deal was a was a home run grand slam. It may be hard to find another one, you know, at that kind of value and that kind of margin, but we'll continue to look. Areas that we find, you know, really interesting are, you know, artificial lift, you know, downhole, as well as on the frack and stimulation side. So we'll continue to look there. But the key for us is we need to achieve our goals that we've set out. We want to maintain a conservative leverage on our balance sheet. We need to find a business that has strong industrial logic. It fits well within our portfolio. And ideally, we're going to have nice accretion. So I think in the near term, we'll continue to build up our pipeline. But we want to deliver also on the promises we've let out there for the VeraPerm acquisition.

Yeah, Blake, it's Lyle. Maybe just to chime in a little bit. As Neil mentioned, the market is robust with activity. We're seeing more transactions getting across the finish line and both more activity with buyers and sellers. I think from our perspective, one of the things that's important to keep in mind about FET is with the breadth of our product lines that we have, We have lots of different opportunities for shots on goal. So it gives us a really broad set of targets that would have meaningful industrial logic on a combination. So on one hand, it makes it a little harder for us because we've got more things to juggle, but I think that that opportunity set is really good. And with the free cash flow that we can see coming off of FET now with our 2024 forecast gives us a real opportunity for what we might be able to do very accretively in on a go-forward basis. So we'll, as Neil mentioned, we'll focus first on VeroPerm, getting that done, get our balance sheet back to the tighter leverage level that we would like to see happen before we add any more, use any more kind of debt. But then there's a great opportunity set out there for us.

Got it. Makes tons of sense. Thank you guys again very much for the time this morning. Thank you, Blake.

Thank you. One moment for our next question. Our next question comes from the line of Dave Storms from StoneGate.

Good morning.

Good morning, Dave.

How's it going? Just hoping we could start with kind of the cadence around your guidance and any seasonality that we should watch out for. It sounds like the first quarter should be typical I'm just curious, you know, as VeriPerm comes more online, as the TransMountain pipeline gets closer to completion, if there's anything out of the ordinary we should have on our radar.

Yeah, Dave, this is Lyle. Happy to talk through that guidance. I think, you know, like our overall guidance has just a few features just to reiterate those. But overall, flat global activity, U.S. being down about 5%. I think the Canadian market looks flat for the year, and then the rest of the world grinds a little bit higher. So as we look at our revenue set in with the addition of VeriPerm, then that means some differences in where the products might come in and where they might go. Q1 does look softer, as mentioned in the specific remarks, with the other quarters being higher. Just a highlight for folks who may not be as familiar with Canada and The second quarter is generally a soft quarter in Canada due to the seasonality of breakup when operators need to slow down as the permafrost thaws and they've got that issue. So that will be a seasonality that we would expect, but activity-wise we think grows through the year internationally and is flat kind of overall for the year.

Understood. Very helpful. And then just looking at subsea, it's great to see that it doubled its backlog. What are lead times like here? And is there any potential for capacity expansion?

Yeah. Good question. Yeah. Lead times for the subsea ROV systems are generally less than a year. So we'll book an order and deliver it about a year. There are some special products that we make that would extend longer than that. But when we talk about ROV systems and cable management systems, those are generally less than a year from booking to delivery. As far as capacity, the facilities that we have in place had operated at much higher production levels in years past. So just like most of FET, you know, we could increase our revenue, let's call it 50% or so, with very minimal capacity investment or CapEx investment. So a lot of operating leverage built in. For us, it's adding the raw materials and when necessary, adding some labor.

Understood. Thank you. And then just one more for me, if I could. Great to see international growth outpacing the rate count there. any lessons learned there that could make this repeatable, and kind of how much more runway do you see in the international market?

Yeah, we're excited. I think, as we mentioned in our call, that maybe the, you know, that we keep seeing inquiries and opportunities for drilling capital and subsea equipment outside the U.S. I think that runway continues. I think What's helped us, and it's something we talk about a lot, is our international footprint, especially our Saudi Arabian manufacturing facility. That gives us the opportunity to address a lot more projects by having local content there. Our big lesson is we've stayed consistent to being an international manufacturer And we're now being rewarded for that with the increased investment outside the U.S.

Thank you for taking my questions. Thanks, Dave.

Thank you. One moment for our next question. Our next question comes from the line of Dan Pickering from Pickering Energy Partners.

Morning, guys. Thanks for... Taking the questions, if we could talk just a little bit, Neil, maybe. I know North American business looks softer. Onshore business looks softer. Is that primarily activity? Are you seeing any pricing pressures at this point, or is pricing holding steady? And is there any particular business line you'd call out any pricing implications?

Yes. I think it's been fairly steady, Dan, and so certain product lines, you can have some up or down, a little bit of variability, but let's just put it as a big picture overall. I think pricing's been steady. We've adjusted our capacity just like our customers, whether it's pressure pumpers or drillers, have adjusted theirs. I think Lyle had mentioned in his comments that we've We're slowing down inbound raw material. And so we're just not going to have as much available, you know, to match demand, to match our supply with demand. And so we're going to be able to hold, you know, hold pricing, you know, at a decent level. We'll continue, though, to look at opportunities to innovate. So I think areas where we have new products that we've brought to the market, we generally see, you know, better pricing, better margins. So we'll continue down that path.

There's lots of talk around Red Sea and potential supply chain disruptions there. Have you guys seen anything or anticipate any issues around supply chain?

We have not seen the higher cost roll through yet, but we do expect there will be higher freight costs just due to the amount of time to go around and the availability of of the containers and the ships obviously take them. So we do see some higher costs coming and a little bit of variability. I think for us, we are in a, you know, again, inventory reduction mode. So we have on hand a lot of what we need and we're not kind of the hand-to-mouth like we were maybe a year and a half or two years ago. So I think we're in a better position, industry's in a better position, but we do see some higher costs coming through on the freight side.

Okay, thank you. Subsea, you know, you talked about the backlog moving up meaningfully there. Just kind of glancing, you guys included the kind of divisional revenues in your press release. And so as I look at Subsea, you know, that business, if we go back, you know, 21 was $74 million in revenue, 22, $76 million, 23, 70, we call it 70 round numbers. Is the way the backlog moves through the system, are we now anticipating that's going to be kind of notably better than we've seen in the past three, four years?

I think there's a little bit of the timing as we deliver the backlog. We do expect it to be better than 2023 for sure. You know, we did enter the year with a stronger backlog than we had in prior years. And we do continue to see good activity. I think maybe one variable is 2023, we saw great aftermarket demand. We would hope that would continue in 2024. But if that slows down at all, that would be, you know, maybe a break that goes along, goes against the backlog that we've had.

Yeah, I think Dan just put a point on it. We do see a bump up in subsea revenue with the combination of backlog that we already have in hand and the inquiry pipeline that we can see forward. A benefit that subsea has is we do recognize revenue over time with percentage of completion for our bigger projects. So it's not some of our other product lines have a revenue recognized upon shipment. So it can be lumpier. So that tends to smooth it out, but also means that we'll have some revenue this year of that backlog and some more into 2025. So a driver for us will be up revenue and sub-C this year.

Okay. And, Lyle, you mentioned percentage of completion accounting, which led to one of my other questions, which was your comment in the prepared remarks were that, you know, didn't pay as you expected. Was that a timing issue? Is that a customer quality issue? Is it just they're being stingy? I mean, talk to us a little bit about collections.

Great question. And we've talked about collections, Dan, over the last several calls as a challenge with our free cash flow. And you can see it if you look back at our day sales outstanding, kind of climbed through the year early. and we've ended them at about the same point that we ended last year. So we got back on track. I think looking at fourth quarter specifically, our challenge and our expectation by looking at what was due was that we would have achieved a greater amount of collections in the fourth quarter and therefore better free cash flow. We did get back to where we started the year, and now our challenge is to continue to work forward. We've got a great customer base. So the customers that we sell to that make up the majority of our revenue are really blue chip operators. They're blue chip service companies. We don't ever feel like we have a credit issue that's driving our collections problem here. I think it is one more of timing. There's some process that needs to be improved on our side and maybe on our customers. And I think everybody in our industry is working hard to manage their cash flow, especially at year-end periods like we just went through.

And then, you know, with that, looking ahead into 24, we did recalibrate our, you know, our forecast to assume that our customers are going to hang on to their cash like they have been. And we don't, we aren't forecasting a bump in collections. So that 40 to 60 range, you know, kind of assumes status quo without any improvement. But again, that's something that our teams are actively working on to improve.

Yeah, okay. And so in your free cash guidance, you assume no net working capital improvements. Maybe we beat that with some of these efficiency measures that you're talking about.

That would be our goal, absolutely.

Yeah, okay. And then, Lyle, on VeriPerm... Remind us how you're going to report results there. Is it going to be a standalone division, if you will? If not, what subsegments are going to be in? And then when do you anticipate or will you be providing sort of historical financials on VeriPerm so we can kind of calibrate our models on a year-over-year basis?

Great questions, Dan. I think from a structure question first, part of the integration work that we're doing is answering that question internally. How do we best organize VeriPerm so that we can get maximum benefit of sharing across product lines? Neil mentioned opportunities with artificial lift, so we're exploring what those others are. And timing-wise on that, we'll report VeriPerm's first quarter with FET Financials in the first quarter. So we'll definitely have that pinned down you know, in the next quarter here. From a historical perspective, we will be filing an S3 with some historical financials for VeraPerm. That'll happen here in the next month or so, and so we'll have those numbers out, and that'll be through the third quarter of 2023. and then later in the year, mid-year, we'll pop in the fourth quarter as well after that audit is finished. So we'll have good historical view come shortly and kind of roll that out as we get the historical audits completed.

Great. Last question, I promise. Your pro forma comment, Lyle, on the balance sheet said $91 million net debt as reported. pro forma would be $241. And so the implication there, that $150 is the cash cost of the acquisition. And so I assume that means no cash used off the balance sheet as part of the VERA PERM consideration. And we drew our credit line for the whole amount and the SCF note. Is that the right assumption?

Right. So all those numbers, Dan, are net debt. And so there's some movements on the margin of cash, either cash coming in or cash going out for the transaction. But in general, we did borrow the seller note, which is about $60 million, and the bulk of the rest of that $150 went on to the revolver.

Okay. And when you think about, right, I think your cash balance was $43-ish million. When you think about sort of what it takes to run the business around the globe and, you know, how much cash kind of needs to be sitting on the balance sheet versus, you know, versus available to pay down, you know, the revolver, et cetera.

Yeah, no, also a good question. And with the global operations, we do have cash around the world. Very little of it is truly stuck cash that we can't access anymore. And so as we've looked at it and looked at the business, we can take that number of cash on hand down pretty far. We've got that agreement in with our ABL lending banks as well that anything over a certain amount of cash, we do sweep to them. So we can get that number down pretty far, kind of call it in the $20 million to $30 million range as we manage cash around the world.

Great.

Thank you, guys. Thanks, Dan.

Thanks, Dan. Thank you. One moment for our next question. Our next question comes from the line of Eric Carlson.

Hey, guys. Good morning. Morning, Eric. Hi, Eric. I was just wondering, I mean, obviously it caused a little bit of a delay, but I'm If you could just share a little bit more on kind of the deferred tax assets and the valuation allowance and kind of what went into deciding whether or not you could do something now. I mean, I assume the inflection point with VeraPerm kind of providing positive net income is kind of that trigger. But just if you could just share a little bit more on kind of the – net operating loss carry forwards and the deferred tax allowance, and then just kind of the impact as that is potentially released. And I mean, does Q1 and Q2 with positive net income from combined financials allow you to release that? I mean, how do those conversations go with the auditors or internally when you guys are thinking about that?

Thanks for asking that question, Eric. Definitely was disappointing to us to have to put off our earnings call last week around analysis of our VAs, but maybe just a little background of how that works. As we have tax losses in different jurisdictions around the world, those accrue over time and that becomes the NOLs or loss carry forwards that are on our balance sheet as a deferred tax asset. In recent years, we've done what we do with assets assess those and place in some cases, or in most cases, valuation allowances against those, saying that, look, it's more likely than not that we won't use them as a rule. So as we become net income positive in different jurisdictions around the world, and we've got to assess, is it still appropriate to have those allowances sitting against the deferred tax assets? So the analysis is always, how have we been doing profitability-wise in and more importantly, what's it look like on a go-forward basis? So in this specific case, we had one jurisdiction. It wasn't Canada, and I'll come back to Vera for a second, but one jurisdiction around the world that we were getting close to that point of, man, what do we do? We may need to assess a release. We did that work. We wanted to make sure we got to the right answer, and we feel confident that we did. Should that trend continue, and should we continue to gain additional confidence in forward earnings then that would indicate a release of that valuation allowance and just the way that flows through the books that would show up as a decrease one-time decrease in income tax expense when we do it and a one-time increase in our deferred tax assets so when those happen if those happen we'll definitely highlight that so we can see but but just specifically with respect to to veraperm veraperm's operations are primarily in canada And Canada is one of the few places, is the place on the planet, or the few places on the planet that we pay income taxes, and we do not have NOLs to cover those. So the acquisition of Verifirm would not have really had an interplay with the NOL and VA discussion that we had.

Okay, that's helpful. And then maybe just looking at cash flow again, obviously, it's helpful to kind of get your outlook and kind of what builds into that. And kind of despite what I would say is activity pressure on the U.S. side, I mean, I think activity was down about 20% from last year. It looks like the Verifirm transaction is, I mean, I guess at least pretty well-timed in terms of looking at the runway for 2024. And then there's obviously a lot of optionality to the upside, just kind of in the legacy business, more focused on the U.S. And so we have, I think it was 46 million of cash on the balance sheet now and expecting you to add 40 to 60 more by year end. If you did nothing with that cash, which is obviously not going to happen, but you're really holding 35 to 45% of the entire market cap in cash. And I guess the very first deal was, prove that good acquisitions and return of capital probably don't have to be mutually exclusive events. You can do both. And just when you're thinking about the debt, I guess, could you just spend some time on that and kind of the recap and the options you've looked at there? Because it seems like the catalyst now is if you have a business with a 20% free cash flow yield and your peers trade at low to mid single digits, I mean, there's a lot of room to return some cash to shareholders, either with buybacks or dividends or both, but you have to clear out the debt to do that. And that probably is the catalyst that drives share price meaningfully higher is people want to see that the cash you're generating can hit their account, whether that's a dividend or just increase their share of the company. So there's a lot to take in there, but could you just share kind of balance sheet debt and then I mean, we're five months away from when the debt goes current, so you've indicated you want to do something around that time. Have you thought anything about a return to capital plan that could kind of meaningfully provide a catalyst?

Eric, yeah, let me start with that and then maybe have Neil jump in. And I think you said a lot and talked a lot about our things that we've been focused a lot on. I think that the starting point here is a strong balance sheet post bearer perm. We've got a good amount of liquidity here. We've got cash on the balance sheet and a really clear path forward to generating free cash flow. So put those two together. We know we're in great shape and said on the call that we expect to be in position to pay off the 9% notes at the end of the year. And you're right, they would become current in August. So we see that as a possibility. Debt management, definitely something that we're committing to do, committed to do, and getting our balance sheet back towards that leverage. We ended the year with 1.4 times before VeriPerm. Getting our leverage back down, we think, is prudent in our business. And so we'll have some focus on that. But as you mentioned, with the amount of cash that we're looking at here and the potential for go forward, these things aren't all mutually exclusive. So focus areas would be managing down our debt, That can be actually debt payment or net debt reduction. Second, what can we do from a return to shareholders of cash? And third, there are a lot of opportunities for acquisitions, and what can we do from a strategic investment that makes a lot of sense? So as you mentioned and as we said on the call, we will be focusing on what those options are and do things that we believe drive the most value for our shareholders. And I think a key piece that we can see here is what the impact of Verifirm has been to our forward look.

And I think we see ourselves in a show-me mode that we need to deliver on the promise that we've laid out. So our teams, ourselves here on this call, we are focused on generating the free cash flow that we've laid out. And ultimately, that's what's going to give us the flexibility to look at further debt management and return of capital to shareholders.

Great. That's helpful. I mean, I wrapped about three questions into one there. So I think that's all for me at this point. Thanks, Eric. Yep.

Thanks, Eric.

Thank you. One moment for our next question. Our next question comes from the line of Jeff Robertson from Water Tower Research.

Thanks. Good morning. Good morning. Neil, can you talk about you all, when you acquired or announced the VeraPerm acquisition, highlighted margin expansion that you anticipate on a pro forma basis. Can you just talk a little bit about how you expect the margin expansion to progress in the context of your 2024 outlook? Yeah.

Yeah, good question. Again, we don't see a lot of cost in bringing VERA per month. So I think we talked about first synergies, that there wouldn't be a lot of cost synergies, but we don't expect to add a lot of cost either. So putting the two businesses together, I think on average over an entire year, we should expect to see the 14% or so margin, EBITDA margin that we talked about. I think the softness we do see to start the year, margins could be below that as we begin Q1. But for the full year, we do expect our margins to be in the combination around that 14%.

Neil, you talked about the $300 million addressable market from the three products you highlighted. In the backdrop of a flat activity level, do those products, do you think, drive incremental opportunities for FAT to expand despite a flat backdrop?

Absolutely. That's a key focus for our teams. It's part of our strategic objectives to develop new products that help us grow faster than the market. For us, the question is timing. So anytime you have a new product, it can take, it sometimes takes longer than you expect to get it to be commercial. But that is absolutely the number one way we're going to outgrow the market is through new product development. I think we mentioned it in the call, FastConnect was a product that we introduced last year and we've had some really, really good success. and we're going to do what we can to expand that product development and get that commercialized and grown as quickly as possible. But for us, it's all about timing, and it is a key focus.

Jeff, this is Lyle. I may just chime in with just one more example like that that Neil talked about and how we see the opportunity to boost up revenue, and that is with the FR-120 and then our new smaller version. So we've had great success with the Iron Roughneck. It's the FR-120, 120,000 foot pound of torque tool that our customers are using to deal with larger diameter drill pipe. Those have higher torque loads and they need a bigger tool. Some of the rigs, whether it's in the U.S. or internationally, have a smaller rig floor footprint And our FR-120 just doesn't fit in the space. And so we were kind of cut out of that as far as the market opportunity. So the focus of the team in introducing this new tool was get something that would fit in the space, but also allow those rigs to be able to upgrade to higher torque capacity and be able to do what the industry needs, which is deal with five and a half inch drill pipe. So that's an opportunity. And from a capital spend perspective, even in a flat market, we do expect to see our customers make some of these small incremental ads of capital. It's not a new rig or in the case of pressure pumping, it may not be a new frack fleet, but it could be an addition that enhances the capability of their equipment and lets them drill more. That's why we think even in a flat market, there's some opportunity there.

So the flow through Lyle is the customers get a higher, potentially can get a higher return on their investment, which drives demand for the product.

That's right. That's right. It makes them more competitive, right? If a five and a half inch drill pipe is a requirement of a rig and the rig can't handle the torque load, that's going to make that asset pretty uncompetitive. And so why not spend a few hundred thousand dollars and get your rig ready to go?

And you mentioned that you highlighted the strength in the Middle East in 2023 or in the quarter. Do you think you will be able to leverage and pull through some of the VeriPerm products into those markets and get access to incremental business that you didn't have before?

That's definitely a focus that we have. These international qualifications and getting set up and put into the catalog, they can take time. It's something that Veriprem was actually already working on. But with the addition of our kind of international footprint, I understand the logistics as well as some of our stocking locations, we've just increased the chances or probability of those going forward. So something we're focused on. Probably not a 2024 result, but it's something we're going to be working towards absolutely in the future.

Thanks, Lyle. Just quickly, I don't... I don't remember if Rob said, when do you expect the 10-K to be filed?

I think that should come out relatively shortly here, in the next week or so.

Okay. Thank you.

All right. Well, thank you, everyone, for your support and participating in today's call. We look forward to talking to you again in early May to discuss our first quarter 2024 results.

this concludes today's conference call thank you for participating you may now disconnect