WHD - NYSE

Good day, and thank you for standing by. Welcome to the Cactus Q4 2025 Earnings Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Alan Boyd, Treasurer and Director of Corporate Development and Investor Relations. Please go ahead.

Thank you, and good morning. We appreciate you joining us on today's call. Our speakers will be Scott Bender, our Chairman and Chief Executive Officer, and Jay Nutt, our Chief Financial Officer. Also joining us today are Joel Bender, President; Steven Bender, Chief Operating Officer; Steve Tadlock, CEO of Cactus International, and Will Marsh, our General Counsel. Please note that any comments we make on today's call regarding projections or expectations for future events are forward-looking statements covered by the Private Securities Litigation Reform Act. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations. We advise listeners to review our earnings release and the risk factors discussed in our filings with the SEC. Any forward-looking statements we make today are only as of today's date, and we undertake no obligation to publicly update or review any forward-looking statements. In addition, during today's call, we will reference certain non-GAAP financial measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in our earnings release. With that, I will turn the call over to Scott.

Thanks, Alan. Good morning to everyone. We finished 2025 with strong performance in both segments. Pressure Control revenues and margins exceeded expectations on a strong mix of product sales and a more resilient rig count than anticipated, while Spoolable Technologies declined seasonally as expected, but maintained strong profitability, thanks to all of our associates for remaining customer-focused and for delivering excellent performance to close a year, that was challenging from a macro perspective and transformational for the company. Some fourth quarter total company highlights include revenue of $261 million, adjusted EBITDA of $85 million, adjusted EBITDA margins of 32.7%. We paid a quarterly dividend of $0.14 per share, increased our total cash balance to $495 million. And on January 1, we closed on the acquisition of the majority interest of Baker Hughes Surface Pressure Control business which we will refer to as Cactus International. I'll now turn the call over to Jay Nutt, our CFO, who will review our financial results. Following his remarks, I'll provide some thoughts on our outlook for the near term, including the Cactus International business before opening up the lines for Q&A. So Jay?

Thank you, Scott. As Scott mentioned, total Q4 revenues were $261 million, which were lower 1% sequentially. Total adjusted EBITDA of $85 million was down 1.7% sequentially. For our Pressure Control segment, revenues of $178 million were up 5.8% sequentially, driven primarily by higher levels of products sold per rig followed and improved rental revenues on an increased customer activity. Operating income increased $4.1 million or 9.3% sequentially with operating margins expanding 90 basis points. Adjusted segment EBITDA was $4 million or 7.2% higher sequentially, with margins improving by 50 basis points. The margin increase was due to a fuller benefit of cost reduction initiatives as compared to the third quarter. We believe our U.S. Pressure Control business is performing at its highest level, since the inception of the company. For our Spoolable Technologies segment, revenues of $84 million declined 11.6% sequentially as anticipated due to the lower U.S. customer activity levels in the seasonally slow quarter. Operating income decreased $4.9 million or 18.9% sequentially, with operating margins compressing 220 basis points due to reduced operating leverage. Adjusted segment EBITDA decreased $4.9 million or 13.6% sequentially while margins declined by 90 basis points. As a reminder, Q2 and Q3 are usually our strongest periods. Corporate and Other expenses were $9.7 million in Q4, up $700,000 sequentially due to increased transaction and integration costs. Adjusted corporate EBITDA moved unfavorably in Q4 by $0.5 million to $4.7 million of expense. On a total company basis, fourth quarter adjusted EBITDA was $85 million, down 1.7% from $87 million during the third quarter. Adjusted EBITDA margins for the quarter were 32.7% compared to 32.9% for the third quarter. Adjustments to total company EBITDA during the fourth quarter included, a noncash charge of $6 million in stock-based compensation, $3.3 million for transaction-related professional fees and expenses, $164,000 for additional restructuring actions to rightsize the organization in response to the lower activity levels and a $1 million loss related to the revaluation of the TRA liability. Depreciation and amortization expense for the fourth quarter was $16 million, which included $4 million of amortization expense related to the intangible assets resulting from the FlexSteel acquisition. During the fourth quarter, the public or Class A ownership of the company averaged and ended the quarter at 86%. GAAP net income was $48 million in the fourth quarter versus $50 million during the third quarter. The decrease was largely driven by lower operating income and the loss booked for the revaluation of the TRA. Book income tax expense during the fourth quarter was $14 million, resulting in an effective tax rate of 22%. Adjusted net income and earnings per share were $52 million and $0.65 per share, respectively, during the fourth quarter versus $54 million and $0.67 in the third quarter. Adjusted net income for the fourth quarter and the full year 2025 were net of a 25% tax rate applied to our adjusted pretax income. During the fourth quarter, we paid a quarterly dividend of $0.14 per share, resulting in a cash outflow of approximately $11 million, including related distributions to members. We also made a cash TRA payment of $23 million following completion of the 2024 tax filings during the fourth quarter. We ended the quarter with a cash balance of $495 million, including $371 million of cash held in escrow to facilitate the closure of the Baker SPC acquisition on January 1. The cash balance represented a sequential increase of $49 million, despite the TRA payment and transaction-related disbursements associated with the acquisition. Net CapEx was approximately $4 million during the fourth quarter, and net CapEx for the full year 2025 was $39 million, just under the range guided to, in October. In a moment, Scott will give you our first quarter operational outlook. Some additional financial considerations when looking ahead to the first quarter include, an effective tax rate of approximately 20% and an estimated tax rate for adjusted EPS of approximately 24%. Our tax rates will be impacted by the ongoing purchase price allocation exercise that will affect reported earnings. I would also like to further explain our reporting structure following the Cactus International acquisition. Full results of Cactus International on a 100% basis will be included in our Pressure Control segment going forward. Additionally, a pro forma illustrated balance sheet and income statement as of September 31 -- as September 30, 2025, will be filed before the end of the first quarter, including the initial purchase price accounting-related adjustments and details. Total depreciation and amortization expense during the first quarter is expected to be $21 million, $12 million of which is associated with our Pressure Control segment, including Cactus International and $9 million in Spoolable Technologies. The Pressure Control D&A guide includes our preliminary estimates regarding purchase price accounting write-ups to fixed assets and intangible assets. Our full year 2026 net CapEx expectations are in the range of $40 million to $50 million, including our investments at Cactus International. Continued manufacturing efficiency investments in FlexSteel, routine U.S. branch facility upgrades and the completion of our Saudi Arabia Wellhead facility enhancements initiated in 2025 are the primary drivers of the planned spend. 2026 anticipated CapEx is largely in line with 2025 spend despite the addition of Cactus International. Finally, as previously announced, the Board approved a quarterly dividend of $0.14 per share, which will be paid in March. That covers the financial review, and I'll now turn the call back over to Scott.

Thank you, Jay. I'll now touch on our expectations for the first quarter by individual reporting segment and provide some introduction to historical and future trends in our Cactus International business. During the first quarter, we expect total Pressure Control revenue to be approximately $295 million to $305 million. In North America, we see stable drilling and completion activity, and we expect modestly softer sales on lower levels of products sold per rig, following the high rates achieved in the fourth quarter of last year. International sales are expected to contribute approximately $130 million to $140 million to Pressure Control in the first quarter. Adjusted EBITDA margins in our Pressure Control segment are expected to be 23% to 25% for the first quarter. This adjusted EBITDA guidance excludes approximately $4 million of stock-based compensation expense within the segment and the expected amortization of the write-up of Cactus International inventory due to purchase price accounting. Margins are expected to decline from those achieved in the fourth quarter due almost entirely to the inclusion of Cactus International. The tariff environment as it applies to our imports in the U.S. had stabilized over the last several months, while future costs now appear to be trending down slightly but remain far from certain. To be clear, tariffs implemented under Sections 301 and 232 still totaled 75% on the majority of goods imported from China. Our Vietnam facility, where Section 232 tariffs remain at 50% is ramping up in Q1 with API certification now expected early in the second quarter. This should allow us to progress the displacement of shipments into the U.S. from China later this year as planned. I'd also like to take this opportunity to explain trends in the Cactus International business over the course of 2025 and through early 2026. As previously disclosed, the company closed 2024 with over $600 million in backlog. In 2025, the company recorded $627 million of revenue, including a substantial amount associated with unbilled revenue and the backlog ended 2025 at approximately $550 million. Considering this order slowdown, we see the full year 2026 as being more in line with previously announced 2024 results from both the revenue and adjusted EBITDA perspective. We are anticipating increased order activity in the second half of 2026 and into 2027. Having owned Cactus International business for nearly 2 months at this point, we remain very pleased with our decision to pursue this transformational acquisition. As we shared since announcing the agreement in June of last year, we believe there are even more opportunities to improve the business, which currently lags its largest competitors in the Mid-East from a technology and customer execution standpoint. We believe that our U.S. conventional expertise and execution focus, will benefit clients throughout the Mid-East and are encouraged by early customer responses in the region. More on this next quarter. You may recall, we announced a target for $10 million of annualized synergies within 1 year of transaction close. And we now have far better visibility into meaningful supply chain savings into 2027, not incorporated into our original budget as we leverage our U.S. model. Such actions will take more time to achieve due to the timing of order placements in this long-cycle business. We intend to share more on this topic over the next 2 quarters. Switching over to Spoolable Technologies. We are proud of how we finished 2025 with another strong quarter of international shipments, which led to a record level of international products sold in 2025. Despite accelerating strength in international orders, we expect first quarter revenue to be down mid-single digits relative to the fourth quarter on continued North American seasonality, similar to what we saw in 2025 as our customers have been slow to increase activity through January and early February. We expect adjusted EBITDA margins to be approximately 33% to 35% in Q1, which excludes $1 million of stock-based comp in the segment. Lower operating leverage and somewhat higher input costs are the primary contributors to the expected step-down in margin. In addition, we are introducing several new SKUs, which we expect will enhance our market share and improve the moat around our technology in the future. We expect to pilot several of these new SKUs with a large Mid-East customer in 2026, which should impact 2027 revenues. Adjusted corporate EBITDA is expected to be a charge of approximately $5 million in Q1, which excludes approximately $2 million of stock-based comp. In closing, our team and I are energized by the formation of the Cactus International joint venture, and we're pleased to have a strong footprint in the most important oil and gas service markets in the world, North America and the Mid-East. The near-term outlook for domestic and international markets remains soft, which presents short-term challenges to our business. However, we will continue to deliver industry-leading margins and returns with a focus on the fundamentals of our business and by introducing our responsive, agile customer-focused culture into the Cactus International operations. With that goal in mind, I'm pleased to confirm that Steve Tadlock has been appointed CEO of Cactus International. Steve has been highly successful in leading our FlexSteel segment and integrating it into Cactus these past several years, which gives me the utmost confidence in this continued success in leading the joint venture through similar culture shifts. With that, I'll turn it back over to the operator so we may begin Q&A. Operator?

[Operator Instructions] Our first question comes from the line of Stephen Gengaro of Stifel.

I have two things for me. The first on the Cactus International side, you talked a little bit about the synergies. When you think about sort of applying the Cactus way to that business, any guidance on how we should think about margin progression in that business over the next 3, 4, 5 quarters?

Well, I think you will see -- let me start again.

And Baker is not listening.

How do you know that?

I'm joking.

I think that, we're going to see very, very meaningful supply chain savings as we begin to use our own supply chain. The problem with that, Steve, is that most of the orders have been placed for 2026. So we won't begin to see that margin enhancement until 2027, at which time I think it will be fairly substantial. In terms of flattening the organization, we can discuss that more, perhaps in the next call, but you have to understand that after only 2-months, we're still feeling our way through that. I can tell you that although my team may kick me under the table, I'm very optimistic that we'll exceed our projected synergies even for 2026.

Okay. That's helpful. And then the other quick question was on the U.S. Wellhead side. When you think about just kind of the rig count progressions that we've seen, can you just give us kind of your view of how you see the U.S. activity evolving? You generally have a very good insight into activity in the U.S. So I'm curious what you're thinking?

You mean my unpopular insight into the progression of it. I think that most analysts are around $510 million exiting 2026, from $530 million. This is onshore only. So we're at $530 million now. Most of them have an exit rate of $500 million to $510 million. I think the outlier would be TPH at $475 million. My personal opinion is we're going to be in the range of probably $490 million because we have yet to see the full impact of consolidation. And I'm always very, very concerned when prices are supported largely by geopolitical factors because they can change so rapidly. I don't know what premium our current oil price places on Iran and Russia, but they're having talks today. And I really can't predict the outcome of that. But that lack of perhaps clarity on that subject makes me nervous. We all prefer to rely upon supply and demand. So call it high 400s.

Our next question comes from the line of Scott Gruber of Citigroup.

I wanted to ask about the International segment. Congrats on the close. Scott, you mentioned orders likely picking up later this year. I would assume that likely reflects some increased activity in Saudi. But we're also hearing about additional tenders outstanding across the region. So just how do you think about the growth prospects for the International segment over the next, call it, 3 years or so?

Yes. Well, Scott, everything is relative. So I think that you're going to see far greater growth prospects, particularly in the Middle East, you know that, then we're going to see in the U.S. So we're in a period now, particularly in Saudi with some de-stocking. The Saudi's ordered far in advance, and they're on a program right now to increase their cash flow. So you can be sure they're going to be using what they have in stock and moderating, and we're already seeing some evidence of that moderating their forward purchases. But they are adding 70 rigs, and that's why I'm so optimistic that 2027 is going to be considerably better than 2026. In Abu Dhabi, it looks to be very stable. I think that Qatar has prospects of improving. I think Kuwait has prospects of improving. I think that as we begin to expand our sales team, at International, you're going to see some additional revenue coming out of Sub-Saharan Africa. We're also -- these are areas that were chiefly -- I wouldn't say ignored, but they were sidelined, by our predecessor. So look to see some improvement from the Far East and for Sub-Sahara Africa. So in general, I feel much better about it.

Good, good. And then you're starting to answer my second question, but I wanted to just hear your thoughts around share capture in the Middle East. Obviously, in the U.S., you guys are on a pretty steady trajectory for a decade, and you guys operated in the Middle East in the past life. So just some thoughts around the puts and takes of picking up share in the region, the kind of the strategy -- some thoughts on strategy to go about doing so? I know you don't want to reveal too much, but just some thoughts about it.

Yes. I think that we see a huge opportunity in Saudi because our market share there is well below what it should be at roughly 1/3. And that has -- there are a lot of reasons for that, all of which we've identified and are addressing right now. So look to Saudi to be a large market share gain for us going forward. In Abu Dhabi, we shared that contract 50-50 with FMC. But throughout the Mid-East, we have quite a bit -- quite a few new opportunities. And frankly, these were opportunities that just were not prioritized by the previous management. So we've always been really great salespeople at Cactus, and we intend to pursue that strategy in the Mid-East as well.

Our next question comes from the line of Derek Podhaizer of Piper Sandler.

I guess sticking with the Cactus International, maybe some comments around the aftermarket services piece of Cactus International SPC. I believe North Sea, you have a pretty good footprint there. Just hoping to hear some color on how impactful this is to the business as your installed base grows? I would imagine it's margin accretive. Just maybe some more thoughts and outlooks around the aftermarket piece of the business.

That's an excellent question and one we are intensely focused upon. Legacy Vetco Gray has a huge installed base. So let's forget about increased market penetration and let's think about installed base. So right now, we're undergoing an extensive exercise into identifying where Vetco Gray had the largest installed base, that particular area has been -- has not been a focus of Baker. They talk about it. It's the highest margin part of the business, but we see very substantial opportunities, particularly in West Africa and in the Far-East, where Vetco Gray had dominant positions. So we're going to be focusing our attention on that. It's honestly been ignored.

Got it. No, that's helpful. And then maybe just -- I know you've already provided some color and comments around the forward outlook. But just to clarify, '26 should look more like 2024. Are you hoping '27 then looks like what we heard from Baker on their previous call around the 2025 financials? Just trying to think about how we ramp back to the 2025 levels and when that could come?

Yes. So let me just qualify my statement by telling you that, although Baker provided their financial reporting in accordance with GAAP, we differ in how we report our financials. So if you look at their full year 2025, we underwrote a number substantially below that amount, to account for the way we approach our financials. So you have to temper your expectations a bit. But to answer your question, I think that 2027 will probably be north of the midpoint between 2025 and 2026. The substantial improvement in EBITDA will come from supply chain initiatives. This is a big number for us.

Our next question comes from the line of Jeffrey LeBlanc of TPH.

I just wanted to see if you could talk about how you're thinking about U.S. drilling efficiencies because it seems like every year, operators continue to find ways to improve cycle times. And what inning you think we are, though, for you all? It's somewhat agnostic given that you're well count levered, but just kind of curious your thoughts on continued drilling efficiencies.

I get asked this question, it seems like every year. And we all think that increased drilling efficiencies are behind us, and we're always very surprised. So we are seeing greater efficiencies. We certainly saw them in 2025, which translates, frankly, into more wells per rig. So the best proxy for our business is really wells drilled, not rig count. And when we do our budget, we think about wells drilled. It's just that, it's so much easier to use rig count as a proxy. Where we go from here? I don't know. But I think that some of our very large customers have deployed some very interesting technology. And I think that you'll see over time that some of the smaller operators will mimic that. So I'm actually pretty bullish on increased efficiencies.

Our next question comes from the line of Don Crist of Johnson Rice.

I wanted to ask about Vietnam and kind of API certification. I know it's been a quarter or 2 since you talked about that. And what kind of margin impact that could have as you're importing those pieces and parts to the U.S. today that have to be -- go through a different step before they're actually sold. Can you talk about that, [ Tom ]?

Well, keep in mind that in the ever-changing landscape of tariffs, Vietnam is going to be -- we expect about 25% percentage points lower than the tariffs out of China. So if you consider -- I don't know, can we talk about how much we paid in tariffs? No. Well, if you consider the volumes that we were bringing in from China and as we displace that from Vietnam, I think it's going to be pretty substantial, particularly in 2027. In terms of API certification, we have already begun to move product from Vietnam into the U.S. and then we're applying the necessary value added in Bossier City to apply the Bossier City monogram. We've already gotten through the first stage of our API certification in Vietnam. And Joel, now we expect the second part of the audit to occur when?

It's in process as we speak. It's supposed to finish this week. And then we'll get reports back from API. So I would say pending the results, another 30 to 60 days before we actually have the monogram.

Okay. So once we -- we're still operating as quickly as we can, but we're constrained by not having that monogram in place.

That should boost the margins, right?

Absolutely. So Vietnam is inherently lower cost than China and then you apply the tariff differential and that boosts the effective margin even higher.

Okay. That's what I thought. Good to hear. And one quick one on North Africa. I know you talked about Sub-Saharan Africa. But we're hearing a lot of operators start to talk about Algeria and Egypt and other places, Turkey, et cetera, in that area. Do you all have an installed base that you got with the international acquisition that could grow that meaningfully over the next couple of years?

Yes, indeed.

I'm showing no further questions at this time. I'll now turn it back to Scott Bender, Chairman and CEO, for closing remarks.

Okay. Everybody, I want to thank you very much for your attention, and we look forward in the coming quarters of giving you more visibility into what we expect on a go-forward basis with Cactus International. Thanks a lot. Have a good day.