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. [Operator Instructions]. 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 Neal 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 Variperm acquisition announcement.

Finally, management's 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 Neal..

Thank you, Rob, and good morning, everyone. 2023 was a transformative year for FET. In addition to executing our strategy, we accomplished 2 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 Variperm acquisition.

This highly accretive acquisition demonstrates strong business logic while maintaining conservative net leverage and strong liquidity. Variperm'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 million to $120 million and free cash flow between $40 million and $60 million.

These results at their midpoints would represent 64% and 25x growth for FET. This is what we mean by transformative. In addition, we executed our organic growth strategy in 2023. Excluding the contribution from Variperm, 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-U.S.

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 2 world record-setting strings, both delivered into the Middle East.

The first was the longest 2-3/8 inch diameter string at over 8 miles long. Our second record was for the heaviest string at 200,000 pounds or the equivalent of a 757 airplane. These milestone strengths increase 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 commercialized 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 FR120 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 FR120 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 FR120 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 FASTConnect. The FASTConnect system is a direct replacement of existing zipper manifold.

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 0 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 Multilift 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've 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 3 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 9 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 in 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 U.S. natural gas prices between $2 and $3 per million Btu. We anticipate 2024 average rig count to be down around 5% in the U.S., flat in Canada and up slightly in the international markets.

Putting those assumptions together, our planned forecasts a flat global rig count in 2024 with some variability between quarters due to seasonality and budget timing. Also, 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. However, 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 sands development. Putting it all together, we are guiding $100 million to $120 million of EBITDA and $40 million 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, Neal. 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 4 Perry-XLX world-class ROV systems in the third quarter. As Neal 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.

Completions segment revenue decreased about 8%, primarily driven by lower seasonal coiled tubing sales into the Middle East. In the U.S., Completions 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 days 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 Variperm 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 net working capital efficiency. Our accounts receivable balance improved relative to our revenue, as we returned our days 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 1.4x. Pro forma for the acquisition of Variperm, 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 a 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-Variperm levels of 1.7x 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 Variperm's capital-light structures. Plus, we expect approximately $7 million for other payments primarily related to the Variperm acquisition. Along with flat global activity levels and revenue, we assume no overall change in net working capital.

These assumptions and our $100 million 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 Variperm 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. Neal 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 start-up. Each factor presents near-term headwind for customer activity. Therefore, we forecast revenue and EBITDA ranges of $200 million to $220 million and $23 million 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 for 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 onetime 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 Variperm in 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 markets 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..

[Operator Instructions]. Our first question comes from the line of Blake McLean from Daniel Energy Partners..

So I want to talk a little bit about Variperm.

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?.

Yes. 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 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 Variperm team to look at cross-selling our Multilift 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. 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.

Kind of what does the market look like for smaller tuck-in acquisitions or Variperm-like deals, specific business or product lines that you guys find particularly interesting? Any color around that would be helpful..

Yes, that's a great question. Yes, 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 Variperm deal was a home run, grand slam. It may be hard to find another one at that kind of value and that kind of margin, but we'll continue to look.

Areas that we find really interesting are artificial lift, downhole as well as on the frac 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, right? We want to have -- 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 Variperm acquisition..

Yes, Blake, it's Lyle. Maybe just to chime in a little bit. As Neal 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 the 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 on a go-forward basis.

So we'll -- as Neal mentioned, we'll focus first on Variperm, 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 to kind of debt, but then there's a great opportunity set out there for us..

Our next question comes from the line of Dave Storms from Stonegate..

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, as Variperm comes more online, as the Trans Mountain pipeline gets closer to completion, if there's anything out of the ordinary we should have on our radar?.

Yes, Dave, this is Lyle. Happy to talk through that guidance. I think 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 in the rest of the world, grinds a little bit higher.

So as we look at our revenue set in with the addition of Variperm, 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 to highlight for folks who may not be as familiar with Canada, 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 the lead times like here? And is there any potential for capacity expansion?.

Yes. Good question. Lead times for the Subsea ROV systems are generally less than a year. So we'll book an order and deliver 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, we could increase our revenue by, 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 wouldn't necessarily adding some labor..

Understood. And then just one more for me, if I could. Great to see international growth outpacing the rig count there.

Any lessons learned there that can make this repeatable? And kind of how much more runway do you see in the international market?.

Yes. We're excited. I think as we mentioned in our call that maybe the -- that the -- we keep seeing inquiries and opportunities for drilling capital and Subsea equipment outside the U.S. So 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.

So 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..

Our next question comes from the line of Dan Pickering from Pickering Energy Partners..

If we could talk just a little bit, Neal, 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 as a big picture overall. I think pricing has 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're slowing down inbound raw material. And so we're just not going to have as much available to match demand -- to match our supply with demand. And so we're going to be able to hold pricing 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 better pricing, better margins. So we'll continue down that path..

And any -- there's some -- lots of talk around Red Sea and supply chain -- 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 the containers and the ships obviously take them. So we do see some higher costs coming in a little bit of variability. I think for us, we are in a, 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 1.5 years or 2 years ago. So I think we're in a better position. The industry is in a better position, but we do see some higher costs coming through on the freight side..

Okay. Subsea, you talked about the backlog moving up meaningfully there. Just kind of glancing you guys were -- included the kind of divisional revenues in your press release. And so as I look at Subsea, that business, if we go back '21 was $74 million in revenue; '22, $76 million; '23, call it, $70 round numbers.

Is the way the backlog moves through the system? Are we now anticipating that, that's going to be kind of notably better than we've seen in the past 3, 4 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. 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 maybe a break that goes along -- goes against the backlog that we have....

Yes. I think, Dan, just to 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 in Subsea 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 had some customers that didn't pay as you expected.

Has that -- was that a timing issue? Is that a customer quality issue? What's -- is it just there 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 days 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, 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 I think with that, looking ahead into '24, we did recalibrate 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 collection. So that 40% to 60% range kind of assumed status quo without any improvement.

But again, that's something that our teams are actively working on to improve..

Yes. 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..

Yes. Okay. And then Lyle on Variperm, remind us how you're going to report results there.

Is it going to be a stand-alone division, if you will? If not, what subsegments going to be in? And then when do you anticipate -- or will you be providing sort of historical financials on Variperm 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 Variperm so that we can get maximum benefit of sharing across product lines. Neal mentioned, opportunities with artificial lift. So we're exploring what those others are.

And timing-wise on that, we'll report Variperm's first quarter with FET financials in the first quarter. So we'll definitely have that pin down in the next quarter here. From a historical perspective, we will be filing an S-3 with some historical financials for Variperm. That will 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, midyear, will 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, Neal or Lyle, on the balance sheet. You said $91 million net debt as reported pro forma would be $241 million. And so the implication there that $150 million is the cash cost of the acquisition.

And so I assume that means no cash used off the balance sheet as part of the Variperm consideration, and we drew our credit line for the whole amount. Is that -- 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 million 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 how much cash kind of needs to be sitting on the balance sheet versus available to pay down the revolver, et cetera?.

Yes. 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. 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..

Our next question comes from the line of Eric Carlson..

I was just wondering -- I mean, obviously, it caused a little bit of a delay.

But 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 -- in deciding whether or not you could do something now, I mean, I assume the inflection point with Variperm kind of providing positive net income as kind of that trigger.

But just -- if you could just share a little bit more on kind of the net operating loss carryforwards 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 like 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 BAs, 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 carryforwards 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 placed 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 and, more importantly, what's it look like on a go-forward basis.

So in this specific case, we had one jurisdiction. It was in Canada, and I'll come back to Variperm in a second. One jurisdiction around the world that we were getting close to that point of -- and 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, and 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 -- onetime decrease in income tax expense when we do it and a onetime increase in our deferred tax assets.

So when those happen, if those happen, we'll definitely highlight that so we can see. But just specifically with respect to Variperm, Variperm'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 Variperm would not have really had an interplay in with the NOL and VA discussion that we had..

Okay. That's helpful. And then maybe just looking at cash flow again, it's helpful to kind of get your outlook and kind of what builds into that. And kind of despite what I would say, activity pressure on the U.S. side. I mean, I think that activity was down about 20% from last year.

It looks like the Variperm 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 into 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 add $40 million to $60 million 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 Variperm deal proved that -- I mean, 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're -- 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 as 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 5 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 of capital plan that could kind of meaningfully provide a catalyst?.

Eric, yes, let me start with that and then maybe have Neal 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 Variperm.

We got a good amount of liquidity here, we get cash on the balance sheet and a really clear path forward to generating free cash flow. So put those 2 together, we know we're in great shape and said on the call that we expect to be in a 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 lever. We ended the year with 1.4x before Variperm, getting our leverage back down. We think it's 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 the key piece that we can see here is what the impact of Variperm has been to our forward look..

I think we're -- 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..

Our next question comes from the line of Jeff Robertson from Water Tower Research..

Neal, can you talk about -- you all, when you acquired -- or announced the Variperm 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?.

Yes, good question. So again, we don't see a lot of cost in bringing Variperm on. 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 2 businesses together, I think on average over the 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%..

And Neal, you talked about the $300 million addressable market from the 3 products you highlighted.

In the backdrop of a flat activity level, do those products, do you think drive incremental opportunities for FET 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. So we -- 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 into to be commercial.

But that is absolutely the #1 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 growing as quickly as possible. But for us, it's all about timing, and it is a key focus..

And Jeff, this is Lyle. I may just chime in with just a little -- one more example like that, that Neal talked about and how we see the opportunity to boost up revenue and that is with the FR120 and then our new smaller version.

So we've had great success with the Iron Roughneck that's the FR120, 120,000 foot pounds 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 FR120 just doesn't fit in the space. And so we were kind of cut out of that as far as a market opportunity.

So the focus of the team and 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 5.5-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 adds of capital. It's not a new rig or -- in the case of pressure pumping, it may not be a new frac fleet, but it could be an addition that enhances the capability of their equipment and let them drill more.

That's why we think even in a flat market, there's some opportunity there..

So the flow-through, Lyle, as 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 5.5-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 -- 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 Variperm 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 could take time. It's something that Variperm was actually already working on both 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..

Lyle, just quickly, 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..

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..