UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-38390

Cactus, Inc.

(Exact name of registrant as specified in its charter)


Delaware		35-2586106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

920 Memorial City Way, Suite 300		77024
Houston,	Texas	(Zip Code)
(Address of principal executive offices)

(713) 626-8800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

WHD

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~November 1, 2021,~~August 2, 2022, the registrant had ~~58,949,149~~60,615,296 shares of Class A common stock, $0.01 par value per share, and ~~16,757,347~~15,262,826 shares of Class B common stock, $0.01 par value per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements described under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 Annual Report”) and under “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and other cautionary statements contained herein. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

~~Forward-looking~~Important factors that could cause actual results to differ materially from those contained in the forward-looking statements ~~may~~ include, ~~statements about:~~but are not limited to:

•demand for our products and services, which is affected by, among other things, changes in the price of crude oil and natural gas in domestic and international markets;

•the number of active rigs, pad sizes, drilling and completion efficiencies, lateral lengths, well spacings and associated well counts and ~~the~~ availability of takeaway and storage capacity;

•disparities in activity levels between private operators and large publicly-traded exploration and production (“E&P”) companies;

•the number of active workover rigs;

•availability and cost of capital and ~~the associated~~ capital spending discipline exercised by customers;

•customers’ use of free cash flow to increase dividends and/or share buybacks rather than to increase production;

•overall oilfield service cost inflation;

•our success in cost recovery efforts;

•the financial health of our customers and our credit risk of customer non-payment;

•changes in the number of drilled but uncompleted wells (DUCs) and the level of ~~well~~ completion activity;

•the size and timing of orders;

•availability and cost of raw materials, components and imported items;

•~~increased~~changes in inland and ocean shipping costs, ~~and~~ the ~~lack of~~ availability of containers and vessels from Asia as well as port congestion and domestic trucking capacity;

•transportation differentials associated with reduced capacity in and out of the storage hub in Cushing, Oklahoma;

•expectations regarding overhead and operating costs and margins;

•the impact of inflation, rising interest rates and the threat of a recession;

•availability and cost of skilled and qualified workers and our ability to hire and retain such workers;

•potential liabilities such as warranty and product liability claims arising out of the installation, use or misuse of our products;

•the possibility of ~~cancellation of~~cancelled or delayed orders;

•our business strategy;

•our financial strategy, operating cash flows, liquidity and capital required for our business;

•our future revenue, income and operating performance;

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•our ability to pay dividends and the amounts of any such dividends;

•~~corporate~~ consolidation activity involving our customers;

•the addition or termination of relationships with major customers or suppliers;

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•laws and regulations, including environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;

•disruptions in political, regulatory, economic and social conditions domestically or ~~internationally;~~internationally, including, for instance, the armed conflict between Russia and Ukraine and associated economic sanctions on Russia;

•the severity and duration of the ongoing ~~outbreak of~~ coronavirus (“~~COVID-19”~~COVID”) pandemic and the extent of its impact on our ~~business;~~business, including employee absenteeism;

•outbreaks of other pandemic or contagious diseases that may disrupt our operations, suppliers or facilities or impact demand for oil and natural gas;

•the impact of actions taken by the Organization of Petroleum Exporting Countries ~~(“OPEC”~~(OPEC+) and other oil and gas producing countries affecting the supply of oil and gas;

•~~increases~~the impact of planned and possible future releases from the Strategic Petroleum Reserve;

•the impact of disruptions in Russian oil and gas deliveries resulting from the conflict in Ukraine;

•takeaway capacity, particularly in the Northeastern United States;

•the impact of the fire at the Freeport, TX liquified natural gas (“LNG”) facility on associated natural gas demand;

•changes in import tariffs or duties assessed on products and imported raw materials used in the production and assembly of our goods which could negatively impact margins and our working capital;

•the significance of future liabilities under the Tax Receivable Agreement (the “TRA”) we entered into with certain current or past direct and indirect owners of Cactus Wellhead, LLC (the “TRA Holders”) in connection with our ~~2018~~ initial public offering;

•the impact of shipping delays on our operations and level of working capital;

•a failure of our information technology infrastructure or any significant breach of security;

•potential uninsured claims and litigation against us;

•competition and overall capacity within the oilfield services industry;

•availability of pressure pumping fleets and oil country tubular goods (OCTG);

•our dependence on the continuing services of certain of our key managers and employees;

•currency exchange rate fluctuations associated with our international operations; and

•plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.

~~Although~~We caution you that these forward-looking statements ~~reflect~~are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our ~~good faith beliefs at~~control, incident to the ~~time they~~operation of our business. These risks include, but are ~~made, forward-looking statements involve known and unknown~~not limited to, the risks ~~uncertainties and other factors, including the factors~~ described ~~under Item 1A, “Risk Factors”~~ in our 2021 Annual Report under “Part I, Item 1A. Risk Factors,” and in our Quarterly Report on Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~December~~March 31, 2020 (our “2020 Annual Report”), this Quarterly Report and in our other filings with the SEC, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

2022 under “Part II, Item 1A. Risk Factors.” Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(in thousands, except per share data)					(in thousands, except per share data)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	301,974	$	288,659	Cash and cash equivalents	$	311,684	$	301,669
Accounts receivable, net of allowance of $553 and $598, respectively		79,401		44,068
Accounts receivable, net of allowance of $920 and $741, respectively						Accounts receivable, net of allowance of $920 and $741, respectively	125,821		89,205
Inventories	Inventories	101,137		87,480		Inventories	149,037		119,817
Prepaid expenses and other current assets	Prepaid expenses and other current assets	9,289		4,935		Prepaid expenses and other current assets	7,985		7,794
Total current assets	Total current assets	491,801		425,142		Total current assets	594,527		518,485
Property and equipment, net	Property and equipment, net	133,006		142,825		Property and equipment, net	130,376		129,117
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	22,263		21,994		Operating lease right-of-use assets, net	20,910		22,538
Goodwill	Goodwill	7,824		7,824		Goodwill	7,824		7,824
Deferred tax asset, net	Deferred tax asset, net	307,999		216,603		Deferred tax asset, net	315,495		303,074
Other noncurrent assets	Other noncurrent assets	1,037		1,206		Other noncurrent assets	992		1,040
Total assets	Total assets	$	963,930	$	815,594	Total assets	$	1,070,124	$	982,078
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	43,405	$	20,163	Accounts payable	$	57,366	$	42,818
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	24,317		11,392		Accrued expenses and other current liabilities	33,620		28,240
Current portion of liability related to tax receivable agreement	Current portion of liability related to tax receivable agreement	10,976		9,290		Current portion of liability related to tax receivable agreement	11,769		11,769
Finance lease obligations, current portion	Finance lease obligations, current portion	4,836		3,823		Finance lease obligations, current portion	5,630		4,867
Operating lease liabilities, current portion	Operating lease liabilities, current portion	4,417		4,247		Operating lease liabilities, current portion	5,253		4,880
Total current liabilities	Total current liabilities	87,951		48,915		Total current liabilities	113,638		92,574
Deferred tax liability, net	Deferred tax liability, net	699		786		Deferred tax liability, net	1,247		1,172
Liability related to tax receivable agreement, net of current portion	Liability related to tax receivable agreement, net of current portion	272,017		195,061		Liability related to tax receivable agreement, net of current portion	288,659		269,838
Finance lease obligations, net of current portion	Finance lease obligations, net of current portion	5,596		2,240		Finance lease obligations, net of current portion	6,912		5,811
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	17,967		17,822		Operating lease liabilities, net of current portion	15,860		17,650
Total liabilities	Total liabilities	384,230		264,824		Total liabilities	426,316		387,045
Commitments and contingencies	Commitments and contingencies			0		Commitments and contingencies			0
0Stockholders’ equity	0Stockholders’ equity					0Stockholders’ equity
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding	Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding	—		—		Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding	—		—
Class A common stock, $0.01 par value, 300,000 shares authorized, 58,947 and 47,713 shares issued and outstanding		589		477
Class B common stock, $0.01 par value, 215,000 shares authorized, 16,757 and 27,655 shares issued and outstanding		—		—
Class A common stock, $0.01 par value, 300,000 shares authorized, 60,613 and 59,035 shares issued and outstanding						Class A common stock, $0.01 par value, 300,000 shares authorized, 60,613 and 59,035 shares issued and outstanding	606		590
Class B common stock, $0.01 par value, 215,000 shares authorized, 15,263 and 16,674 shares issued and outstanding						Class B common stock, $0.01 par value, 215,000 shares authorized, 15,263 and 16,674 shares issued and outstanding	—		—
Additional paid-in capital	Additional paid-in capital	287,053		202,077		Additional paid-in capital	304,418		289,600
Retained earnings	Retained earnings	169,394		150,086		Retained earnings	212,913		178,446
Accumulated other comprehensive income		(165)		330
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	(698)		8
Total stockholders’ equity attributable to Cactus Inc.	Total stockholders’ equity attributable to Cactus Inc.	456,871		352,970		Total stockholders’ equity attributable to Cactus Inc.	517,239		468,644
Non-controlling interest	Non-controlling interest	122,829		197,800		Non-controlling interest	126,569		126,389
Total stockholders’ equity	Total stockholders’ equity	579,700		550,770		Total stockholders’ equity	643,808		595,033
Total liabilities and equity	Total liabilities and equity	$	963,930	$	815,594	Total liabilities and equity	$	1,070,124	$	982,078

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in thousands, except per share data)				(in thousands, except per share data)					(in thousands, except per share data)
Revenues	Revenues									Revenues
Product revenue	Product revenue	$	74,835	$	35,857	$	197,136	$	163,781	Product revenue	$	112,232	$	70,345	$	206,272	$	122,301
Rental revenue	Rental revenue	15,271		9,881		42,404		57,579		Rental revenue	23,695		14,644		46,038		27,133
Field service and other revenue	Field service and other revenue	25,257		14,051		69,133		59,116		Field service and other revenue	34,288		23,904		63,804		43,876
Total revenues	Total revenues	115,363		59,789		308,673		280,476		Total revenues	170,215		108,893		316,114		193,310
Costs and expenses	Costs and expenses									Costs and expenses
Cost of product revenue	Cost of product revenue	49,708		19,879		134,329		101,976		Cost of product revenue	69,172		48,100		130,092		84,621
Cost of rental revenue	Cost of rental revenue	13,250		9,647		39,824		39,661		Cost of rental revenue	15,328		14,403		30,417		26,574
Cost of field service and other revenue	Cost of field service and other revenue	19,490		9,323		51,645		44,620		Cost of field service and other revenue	26,734		17,692		51,540		32,155
Selling, general and administrative expenses	Selling, general and administrative expenses	12,149		8,384		33,160		30,739		Selling, general and administrative expenses	14,740		11,384		28,834		21,011
Severance expenses		—		—		—		1,864
Total costs and expenses	Total costs and expenses	94,597		47,233		258,958		218,860		Total costs and expenses	125,974		91,579		240,883		164,361
Income from operations	Income from operations	20,766		12,556		49,715		61,616		Income from operations	44,241		17,314		75,231		28,949

Interest income (expense), net	Interest income (expense), net	(299)		218		(632)		851		Interest income (expense), net	304		(181)		204		(333)
Other expense, net	Other expense, net	—		(1,865)		(1,410)		(555)		Other expense, net	—		(1,004)		(1,115)		(1,410)
Income before income taxes	Income before income taxes	20,467		10,909		47,673		61,912		Income before income taxes	44,545		16,129		74,320		27,206
Income tax expense		3,290		23		586		8,833
Income tax expense (benefit)										Income tax expense (benefit)	8,765		1,355		11,457		(2,704)
Net income	Net income	$	17,177	$	10,886	$	47,087	$	53,079	Net income	$	35,780	$	14,774	$	62,863	$	29,910
Less: net income attributable to non-controlling interest	Less: net income attributable to non-controlling interest	4,560		4,653		12,518		21,835		Less: net income attributable to non-controlling interest	8,636		4,381		15,103		7,958
Net income attributable to Cactus Inc.	Net income attributable to Cactus Inc.	$	12,617	$	6,233	$	34,569	$	31,244	Net income attributable to Cactus Inc.	$	27,144	$	10,393	$	47,760	$	21,952

Earnings per Class A share - basic	Earnings per Class A share - basic	$	0.22	$	0.13	$	0.64	$	0.66	Earnings per Class A share - basic	$	0.45	$	0.19	$	0.80	$	0.42
Earnings per Class A share - diluted	Earnings per Class A share - diluted	$	0.21	$	0.13	$	0.58	$	0.64	Earnings per Class A share - diluted	$	0.44	$	0.18	$	0.78	$	0.37

Weighted average Class A shares outstanding - basic	Weighted average Class A shares outstanding - basic	58,248		47,510		54,188		47,406		Weighted average Class A shares outstanding - basic	60,523		55,048		59,909		52,124
Weighted average Class A shares outstanding - diluted	Weighted average Class A shares outstanding - diluted	76,082		75,622		76,045		75,427		Weighted average Class A shares outstanding - diluted	76,322		75,997		76,262		75,955

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in thousands)				(in thousands)					(in thousands)
Net income	Net income	$	17,177	$	10,886	$	47,087	$	53,079	Net income	$	35,780	$	14,774	$	62,863	$	29,910
Foreign currency translation adjustments	Foreign currency translation adjustments	(529)		533		(804)		329		Foreign currency translation adjustments	(1,367)		(82)		(931)		(275)
Comprehensive income	Comprehensive income	$	16,648	$	11,419	$	46,283	$	53,408	Comprehensive income	$	34,413	$	14,692	$	61,932	$	29,635
Less: comprehensive income attributable to non-controlling interest	Less: comprehensive income attributable to non-controlling interest	4,413		4,883		12,209		21,978		Less: comprehensive income attributable to non-controlling interest	8,302		4,337		14,878		7,796
Comprehensive income attributable to Cactus Inc.	Comprehensive income attributable to Cactus Inc.	$	12,235	$	6,536	$	34,074	$	31,430	Comprehensive income attributable to Cactus Inc.	$	26,111	$	10,355	$	47,054	$	21,839

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)


		Class A			Class B			Additional Paid-In Capital				Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Non-controlling Interest					Total Equity				Class A								Class B					Additional Paid-In Capital					Retained Earnings					Accumulated Other Comprehensive Income (Loss)					Non-controlling Interest					Total Equity
		Common Stock			Common Stock												Common Stock											Common Stock
(in thousands)	(in thousands)	Shares	Amount		Shares	Amount										(in thousands)	Shares									Amount				Shares				Amount
Balance at June 30, 2021		58,038	$	580	17,665	$	—			$	278,505			$	162,668						$	217					$	129,205			$	571,175
Balance at March 31, 2022																										Balance at March 31, 2022	60,197				$	602			15,674		$	—					$	298,893				$	192,493				$	335				$	122,779				$	615,102
Member distributions	Member distributions	—	—		—	—				—				—						—					(4,514)				(4,514)		Member distributions		—			—			—			—					—					—					—					(1,694)			(1,694)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	908	9		(908)	—		6,743				—		—				(6,752)					—			Effect of CW Unit redemptions	411				4				(411)		—				3,267					—					—					(3,271)					—
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		192				—		—				—					192			Tax impact of equity transactions	—				—				—		—			433					—					—					—					433
Equity award vestings	Equity award vestings	1	—		—	—		(12)				—		—				(6)					(18)			Equity award vestings	5				—				—		—			(51)					—					—					(21)					(72)
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—				—		(382)				(147)					(529)			Other comprehensive loss	—				—				—		—			—					—					(1,033)					(334)					(1,367)
Stock-based compensation	Stock-based compensation	—	—		—	—		1,625				—		—				483					2,108			Stock-based compensation	—				—				—		—			1,876					—					—					474					2,350
Cash dividends declared ($0.10 per share)		—	—		—	—		—				(5,891)		—				—					(5,891)
Cash dividends declared ($0.11 per share)																										Cash dividends declared ($0.11 per share)	—				—				—		—			—					(6,724)					—					—					(6,724)
Net income	Net income	—	—		—	—		—				12,617		—				4,560					17,177			Net income	—				—				—		—			—					27,144					—					8,636					35,780
Balance at September 30, 2021		58,947	$	589	16,757	$	—	$	287,053			$	169,394	$	(165)			$	122,829				$	579,700
Balance at June 30, 2022																										Balance at June 30, 2022	60,613				$	606			15,263		$	—		$	304,418				$	212,913				$	(698)				$	126,569				$	643,808

Balance at June 30, 2020		47,478	$	475	27,884	$	—	$	197,484			$	149,356	$	(569)			$	201,161				$	547,907
Balance at March 31, 2021																										Balance at March 31, 2021	54,317				$	543			21,383		$	—		$	247,875				$	157,286				$	255				$	153,091				$	559,050
Member distributions	Member distributions	—	—		—	—		—				—		—				(10,848)					(10,848)			Member distributions	—				—				—		—			—					—					—					(1,886)					(1,886)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	68	—		(68)	—		476				—		—				(476)					—			Effect of CW Unit redemptions	3,718				37				(3,718)		—			26,912					—					—					(26,949)					—
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		199				—		—				—					199			Tax impact of equity transactions	—				—				—		—			1,931					—					—					—					1,931
Equity award vestings	Equity award vestings	1	—		—	—		4				—		—				(4)					—			Equity award vestings	3				—				—		—			(19)					—					—					(17)					(36)
Other comprehensive income		—	—		—	—		—				—		303				230					533
Other comprehensive loss																										Other comprehensive loss	—				—				—		—			—					—					(38)					(44)					(82)
Stock-based compensation	Stock-based compensation	—	—		—	—		1,407				—		—				825					2,232			Stock-based compensation	—				—				—		—			1,806					—					—					629					2,435
Cash dividends declared ($0.09 per share)	Cash dividends declared ($0.09 per share)	—	—		—	—		—				(4,349)		—				—					(4,349)			Cash dividends declared ($0.09 per share)	—				—				—		—			—					(5,011)					—					—					(5,011)
Net income	Net income	—	—		—	—		—				6,233		—				4,653					10,886			Net income	—				—				—		—			—					10,393					—					4,381					14,774
Balance at September 30, 2020		47,547	$	475	27,816	$	—	$	199,570			$	151,240	$	(266)			$	195,541				$	546,560
Balance at June 30, 2021																										Balance at June 30, 2021	58,038				$	580			17,665		$	—		$	278,505				$	162,668				$	217				$	129,205				$	571,175

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(Continued)~~

(unaudited)


		Class A			Class B			Additional Paid-In Capital				Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Non-controlling Interest					Total Equity				Class A										Class B							Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Non-controlling Interest						Total Equity
		Common Stock			Common Stock												Common Stock											Common Stock
(in thousands)	(in thousands)	Shares	Amount		Shares	Amount										(in thousands)	Shares									Amount				Shares					Amount
Balance at December 31, 2021																										Balance at December 31, 2021	59,035				$	590					16,674			$	—						$	289,600					$	178,446					$	8					$	126,389					$	595,033
Member distributions																										Member distributions	—				—						—			—					—						—						—						(3,348)						(3,348)
Effect of CW Unit redemptions																										Effect of CW Unit redemptions	1,411				14						(1,411)			—				11,145						—						—						(11,159)						—
Tax impact of equity transactions																										Tax impact of equity transactions	—				—						—			—				2,964						—						—						—						2,964
Equity award vestings																										Equity award vestings	167				2						—			—				(3,263)						—						—						(1,235)						(4,496)
Other comprehensive loss																										Other comprehensive loss	—				—						—			—				—						—						(706)						(225)						(931)
Stock-based compensation																										Stock-based compensation	—				—						—			—				3,972						—						—						1,044						5,016
Cash dividends declared ($0.22 per share)																										Cash dividends declared ($0.22 per share)	—				—						—			—				—						(13,293)						—						—						(13,293)
Net income																										Net income	—				—						—			—				—						47,760						—						15,103						62,863
Balance at June 30, 2022																										Balance at June 30, 2022	60,613				$	606					15,263			$	—			$	304,418					$	212,913					$	(698)					$	126,569					$	643,808

Balance at December 31, 2020	Balance at December 31, 2020	47,713	$	477	27,655	$	—			$	202,077			$	150,086						$	330					$	197,800			$	550,770		Balance at December 31, 2020		47,713			$	477			27,655						$	—					$	202,077					$	150,086					$	330					$	197,800		$	550,770
Member distributions	Member distributions	—	—		—	—				—				—						—					(8,074)				(8,074)		Member distributions		—					—				—				—						—						—						—						(3,560)					(3,560)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	10,898	109		(10,898)	—		78,654				—		—				(78,763)					—			Effect of CW Unit redemptions	9,990				100						(9,990)			—				71,911						—						—						(72,011)						—
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		2,628				—		—				—					2,628			Tax impact of equity transactions	—				—						—			—				2,436						—						—						—						2,436
Equity award vestings	Equity award vestings	336	3		—	—		(1,079)				—		—				(2,116)					(3,192)			Equity award vestings	335				3						—			—				(1,067)						—						—						(2,110)						(3,174)
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—				—		(495)				(309)					(804)			Other comprehensive loss	—				—						—			—				—						—						(113)						(162)						(275)
Stock-based compensation	Stock-based compensation	—	—		—	—		4,773				—		—				1,773					6,546			Stock-based compensation	—				—						—			—				3,148						—						—						1,290						4,438
Cash dividends declared ($0.28 per share)		—	—		—	—		—				(15,261)		—				—					(15,261)
Cash dividends declared ($0.18 per share)																										Cash dividends declared ($0.18 per share)	—				—						—			—				—						(9,370)						—						—						(9,370)
Net income	Net income	—	—		—	—		—				34,569		—				12,518					47,087			Net income	—				—						—			—				—						21,952						—						7,958						29,910
Balance at September 30, 2021		58,947	$	589	16,757	$	—	$	287,053			$	169,394	$	(165)			$	122,829				$	579,700

Balance at December 31, 2019		47,159	$	472	27,958	$	—	$	194,456			$	132,990	$	(452)			$	188,929				$	516,395
Member distributions		—	—		—	—		—				—		—				(15,560)					(15,560)
Effect of CW Unit redemptions		142	1		(142)	—		1,015				—		—				(1,016)					—
Tax impact of equity transactions		—	—		—	—		261				—		—				—					261
Equity award vestings		246	2		—	—		(214)				—		—				(1,174)					(1,386)
Other comprehensive income		—	—		—	—		—				—		186				143					329
Stock-based compensation		—	—		—	—		4,052				—		—				2,384					6,436
Cash dividends declared ($0.27 per share)		—	—		—	—		—				(12,994)		—				—					(12,994)
Net income		—	—		—	—		—				31,244		—				21,835					53,079
Balance at September 30, 2020		47,547	$	475	27,816	$	—	$	199,570			$	151,240	$	(266)			$	195,541				$	546,560
Balance at June 30, 2021																										Balance at June 30, 2021	58,038				$	580					17,665			$	—			$	278,505					$	162,668					$	217					$	129,205					$	571,175

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	47,087	$	53,079	Net income	$	62,863	$	29,910
Reconciliation of net income to net cash provided by operating activities:	Reconciliation of net income to net cash provided by operating activities:					Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	27,480		31,262		Depreciation and amortization	17,592		18,352
Deferred financing cost amortization	Deferred financing cost amortization	126		126		Deferred financing cost amortization	84		84
Stock-based compensation	Stock-based compensation	6,546		6,436		Stock-based compensation	5,016		4,438
Provision for expected credit losses	Provision for expected credit losses	112		341		Provision for expected credit losses	240		149
Inventory obsolescence	Inventory obsolescence	2,462		3,376		Inventory obsolescence	959		1,566
Gain on disposal of assets	Gain on disposal of assets	(1,136)		(1,810)		Gain on disposal of assets	(518)		(613)
Deferred income taxes	Deferred income taxes	(1,404)		5,182		Deferred income taxes	8,504		(4,506)
Loss from revaluation of liability related to tax receivable agreement	Loss from revaluation of liability related to tax receivable agreement	1,004		555		Loss from revaluation of liability related to tax receivable agreement	1,115		1,004
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(35,634)		48,190		Accounts receivable	(36,484)		(27,858)
Inventories	Inventories	(16,491)		19,188		Inventories	(30,670)		(2,569)
Prepaid expenses and other assets	Prepaid expenses and other assets	(4,239)		1,127		Prepaid expenses and other assets	(210)		499
Accounts payable	Accounts payable	22,944		(23,753)		Accounts payable	14,238		12,774
Accrued expenses and other liabilities	Accrued expenses and other liabilities	12,924		(7,607)		Accrued expenses and other liabilities	5,494		9,999
Payments pursuant to tax receivable agreement		(9,697)		(14,207)

Net cash provided by operating activities	Net cash provided by operating activities	52,084		121,485		Net cash provided by operating activities	48,223		43,229

Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital expenditures and other	Capital expenditures and other	(10,382)		(21,908)		Capital expenditures and other	(13,752)		(5,461)
Proceeds from sale of assets	Proceeds from sale of assets	1,965		5,414		Proceeds from sale of assets	876		1,108
Net cash used in investing activities	Net cash used in investing activities	(8,417)		(16,494)		Net cash used in investing activities	(12,876)		(4,353)

Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Payments on finance leases	Payments on finance leases	(3,839)		(4,298)		Payments on finance leases	(2,987)		(2,479)
Dividends paid to Class A common stock shareholders	Dividends paid to Class A common stock shareholders	(15,249)		(12,847)		Dividends paid to Class A common stock shareholders	(13,335)		(9,426)
Distributions to members	Distributions to members	(8,074)		(15,560)		Distributions to members	(3,348)		(3,560)
Repurchases of shares	Repurchases of shares	(3,192)		(1,385)		Repurchases of shares	(4,495)		(3,174)
Net cash used in financing activities	Net cash used in financing activities	(30,354)		(34,090)		Net cash used in financing activities	(24,165)		(18,639)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	2		437		Effect of exchange rate changes on cash and cash equivalents	(1,167)		186

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	13,315		71,338		Net increase in cash and cash equivalents	10,015		20,423

Cash and cash equivalents	Cash and cash equivalents					Cash and cash equivalents
Beginning of period	Beginning of period	288,659		202,603		Beginning of period	301,669		288,659
End of period	End of period	$	301,974	$	273,941	End of period	$	311,684	$	309,082

Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Property and equipment acquired under finance leases		$	8,286	$	2,018
Property and equipment in payables		$	479	$	621
Right-of-use assets obtained in exchange for new lease obligations						Right-of-use assets obtained in exchange for new lease obligations	$	6,340	$	9,859
Property and equipment in accounts payable						Property and equipment in accounts payable	$	1,729	$	694

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CACTUS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands, except per share data, or as otherwise indicated)

1.Preparation of Interim Financial Statements and Other Items

Basis of Presentation

The financial statements presented in this report represent the consolidation of Cactus, Inc. (“Cactus Inc.”) and its subsidiaries ~~(“the Company”~~(the “Company”), including Cactus Wellhead, LLC (“Cactus LLC”). Cactus Inc. is a holding company whose only material asset is an equity interest consisting of units representing limited liability company interests in Cactus LLC (“CW Units”). Cactus Inc. is the sole managing member of Cactus LLC and operates and controls all of the business and affairs of Cactus LLC and conducts its business through Cactus LLC and its subsidiaries. As a result, Cactus Inc. consolidates the financial results of Cactus LLC and its subsidiaries and reports a non-controlling interest related to the portion of CW Units not owned by Cactus Inc., which reduces net income attributable to holders of Cactus Inc.’s Class A common stock, par value $0.01 per share (“Class A common stock”). Except as otherwise indicated or required by the context, all references to “Cactus,” “we,” “us” and “our” refer to Cactus Inc. and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these consolidated financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The consolidated financial statements include all adjustments, which are of a normal recurring nature, unless otherwise disclosed, necessary for a fair statement of the consolidated financial statements for the interim periods. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

In preparing our consolidated financial statements in conformity with GAAP, we make numerous estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision from available data or is not otherwise capable of being readily calculated based on accepted methodologies. In some cases, these estimates are particularly difficult to determine, and we must exercise significant judgment. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

2.Concentrations, Risks and Uncertainties

Significant Customers

Our customers are primarily oil and natural gas ~~exploration~~E&P companies representing private operators, publicly-traded independents, majors and ~~production~~other companies ~~located primarily~~with operations in the key U.S. oil and gas producing basins as well as ~~Australia.~~Australia and the Kingdom of Saudi Arabia. For the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, one customer represented ~~13% of our consolidated revenues. For the nine months ended September 30, 2020, no customer represented~~approximately 10% ~~or more~~and 13%, respectively, of our consolidated revenues.

Significant Vendors

The principal raw materials used in the manufacture of our products and rental equipment include forgings and plate, castings, tube and bar stock. In addition, we require accessory items (such as elastomers, ring gaskets, studs and nuts) and machined components and assemblies. We purchase these items from vendors primarily located in the United States, China, India and Australia. For the ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020, we purchased approximately $10.5 million and $5.6 million, respectively, from a single~~2022, no vendor ~~representing approximately 9% and 7%, respectively,~~represented 10% or more of our total third-party vendor purchases of raw materials, finished products, components, equipment, machining and other services. ~~Amounts due to this vendor included in accounts payable in~~For the ~~consolidated balance sheets as of September 30, 2021 and December 31, 2020 totaled $0.9 million and $1.5 million, respectively.~~

six months ended

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~~COVID-19~~

~~The ongoing COVID-19 pandemic continues to negatively impact~~June 30, 2021, one vendor represented approximately 10% of our ~~business~~total third-party vendor purchases of raw materials, finished products, components, equipment, machining and revenues; however, increased oil and gas demand and muted supply increases have led to higher oil and gas prices, which ultimately drive customer spending levels. Accordingly, we have seen improvement from the depressed revenue levels experienced in 2020. As we have realized increased levels of demand for our products and services, we have rolled back the personnel-related cost cutting measures that were implemented throughout 2020. Specifically, we continue to add back to our workforce population and have added over 300 associates in the first nine months of 2021. Additionally, we have rolled back the salary and wage reductions implemented in 2020 in the U.S., restored board member compensation and reinstated the Company’s 401(k) match.other services.

3.Accounts Receivable and Allowance for Credit Losses

We extend credit to customers in the normal course of business. Our customers are predominantly oil and gas E&P companies located ~~predominately~~ in the U.S. Our receivables are short-term in nature and typically due in 30 to 45 days. We do not accrue interest on delinquent receivables. Accounts receivable includes amounts billed and currently due from customers and unbilled amounts for products delivered and services performed for which billings have not yet been submitted to the customers. Total unbilled revenue included in accounts receivable as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~$17.9~~$28.3 million and ~~$8.7~~$24.1 million, respectively.

We maintain an allowance for credit losses to provide for the amount of billed receivables we believe to be at risk of loss. In our determination of the allowance for credit losses, we pool receivables with similar risk characteristics based on customer size, credit ratings, payment history, bankruptcy status and other factors known to us and apply an expected credit loss percentage. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Accounts deemed uncollectible are applied against the allowance for credit losses. The following is a rollforward of our allowance for credit losses.

Balance at
Beginning of
Period Expense Write off Other Balance at
End of
Period
Nine Months Ended September 30, 2021 $ 598 $ 112 $ (156) $ (1) $ 553
Nine Months Ended September 30, 2020 837 341 (274) — 904


	Balance at Beginning of Period		Expense		Write off		Balance at End of Period
Six Months Ended June 30, 2022	$	741	$	240	$	(61)	$	920
Six Months Ended June 30, 2021	598		149		(117)		630

4.Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard cost (which approximates average cost) and weighted average methods. Costs include an application of related material, direct labor, duties, tariffs, freight and overhead costs. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Reserves are made for excess and obsolete items based on a range of factors, including age, usage and technological or market changes that may impact demand for those products. Inventories consist of the following:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Raw materials	Raw materials	$	1,760	$	2,003	Raw materials	$	2,695	$	1,870
Work-in-progress	Work-in-progress	5,025		3,598		Work-in-progress	6,159		4,288
Finished goods	Finished goods	94,352		81,879		Finished goods	140,183		113,659
		$	101,137	$	87,480		$	149,037	$	119,817

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5.Property and Equipment, net

Property and equipment are stated at cost. We manufacture or construct most of our rental assets. During the manufacture of these assets, they are reflected as construction in progress until complete. Property and equipment consists of the following:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Land	Land	$	3,203	$	3,203	Land	$	5,590	$	3,203
Buildings and improvements	Buildings and improvements	22,381		21,935		Buildings and improvements	23,961		22,532
Machinery and equipment	Machinery and equipment	58,168		57,726		Machinery and equipment	57,468		56,937
Vehicles under finance lease	Vehicles under finance lease	22,036		14,371		Vehicles under finance lease	27,334		23,450
Rental equipment	Rental equipment	179,507		172,012		Rental equipment	187,464		180,704
Furniture and fixtures	Furniture and fixtures	1,777		1,780		Furniture and fixtures	1,750		1,755
Computers and software	Computers and software	3,775		3,530		Computers and software	3,605		3,495
Gross property and equipment	Gross property and equipment	290,847		274,557		Gross property and equipment	307,172		292,076
Less: Accumulated depreciation	Less: Accumulated depreciation	(171,995)		(147,221)		Less: Accumulated depreciation	(190,236)		(175,992)
Net property and equipment	Net property and equipment	118,852		127,336		Net property and equipment	116,936		116,084
Construction in progress	Construction in progress	14,154		15,489		Construction in progress	13,440		13,033
Total property and equipment, net	Total property and equipment, net	$	133,006	$	142,825	Total property and equipment, net	$	130,376	$	129,117

6.Debt

We had no debt outstanding as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

On August 21, 2018, Cactus LLC entered into a five-year senior secured asset-based revolving credit facility with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent for such lenders and as an issuing bank and swingline lender (the “ABL Credit Facility”). The ABL Credit Facility was amended in September 2020 and provides for up to $75.0 million in revolving commitments, up to $15.0 million of which is available for the issuance of letters of credit. The maximum amount that Cactus LLC may borrow under the ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments. We were in compliance with all covenants under the ABL Credit Facility as of ~~September~~June 30, ~~2021.~~2022.

On July 25, 2022, the ABL Credit Facility was amended to, among other things, increase the committed amount of the revolving credit facility to $80.0 million and extend the maturity date to July 25, 2027, or such earlier date that is 91 days prior to the maturity date of any indebtedness that has a principal balance exceeding $30.0 million.

7.Revenue

The majority of our revenues are derived from short-term contracts for fixed ~~consideration.~~consideration or in the case of rentals, for a fixed charge per day while the equipment is in use by the customer. Product sales generally do not include right of return or other significant post-delivery obligations. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenues are recognized when we satisfy a performance obligation by transferring control of the promised goods or providing services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The majority of our contracts with customers contain a single performance obligation to provide agreed upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. We do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We do not incur any material costs of obtaining contracts.

We do not adjust the amount of consideration per the contract for the effects of a significant financing component when we expect, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which is in substantially all cases. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 45 days. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat shipping and handling associated

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with outbound freight as a fulfillment cost instead of as a separate performance obligation. We recognize the cost for the associated shipping and handling when incurred as an expense in cost of sales.

~~Table of Contents~~

We disaggregate revenue into three categories: product revenues, rental revenues and field service and other revenues. We have predominately domestic operations with a small amount of sales in Australia and ~~beginning in the third quarter of 2021, in~~ the Kingdom of Saudi Arabia. The following table presents our revenues disaggregated by category:


		Three Months Ended September 30,								Nine Months Ended September 30,										Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021					2020					2022				2021				2022					2021
Product revenue	Product revenue	$	74,835	65	%	$	35,857	60	%		$	197,136	64	%	$	163,781	58	%	Product revenue	$	112,232	66	%	$	70,345	65	%		$	206,272	65	%	$	122,301	63	%
Rental revenue	Rental revenue	15,271		13	%	9,881		17	%		42,404		14	%	57,579		21	%	Rental revenue	23,695		14	%	14,644		13	%		46,038		15	%	27,133		14	%
Field service and other revenue	Field service and other revenue	25,257		22	%	14,051		23	%		69,133		22	%	59,116		21	%	Field service and other revenue	34,288		20	%	23,904		22	%		63,804		20	%	43,876		23	%
Total revenue		$	115,363	100	%	$	59,789	100	%		$	308,673	100	%	$	280,476	100	%
Total revenues																			Total revenues	$	170,215	100	%	$	108,893	100	%		$	316,114	100	%	$	193,310	100	%

At ~~September~~June 30, ~~2021,~~2022, we had a deferred revenue balance of ~~$0.9~~$1.4 million compared to the December 31, ~~2020~~2021 balance of ~~$1.1~~$1.8 million. Deferred revenue represents our obligation to transfer products to or perform services for a customer for which we have received cash or billed in advance. The revenue that has been deferred will be recognized upon product delivery or as services are performed. As of ~~September~~June 30, ~~2021,~~2022, we did not have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.

8.Tax Receivable Agreement (TRA)

In connection with our initial public offering (“IPO”) in February 2018, we entered into the TRA which generally provides for payment by Cactus Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Cactus Inc. actually realizes or is deemed to realize in certain circumstances. Cactus Inc. ~~will retain~~retains the benefit of the remaining 15% of these net cash savings.

The TRA liability is calculated by determining the ~~amount of~~tax basis subject to the TRA (“tax basis”) and applying a blended tax rate to ~~that~~the basis differences and ~~then~~ calculating the resulting iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other expense, net. After finalizing its 2020 federal tax return in September 2021, Cactus Inc. made a $9.7 million TRA payment, which is equal to 85% of the $11.4 million 2020 tax benefit resulting from the exchange of CW Units for shares of Class A common stock. In July 2020, Cactus Inc. made a $14.2 million TRA payment based on its 2019 federal tax return. As of ~~September~~June 30, ~~2021,~~2022, the total liability from the TRA was ~~$283.0~~$300.4 million with ~~$11.0~~$11.8 million reflected in current liabilities based on the expected timing of our next payment. The payments under the TRA will not be conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus LLC or Cactus Inc.

The term of the TRA commenced upon completion of our IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless we exercise our right to terminate the TRA. If we elect to terminate the TRA early (or it is terminated early due to certain mergers, asset sales, other forms of business combinations or other changes of control), our obligations under the TRA would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the TRA and such payment is expected to be substantial. The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the TRA, including the assumptions that (i) we have sufficient taxable income to fully utilize the tax benefits covered by the TRA and (ii) any CW Units (other than those held by Cactus Inc.) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

We may elect to defer payments due under the TRA if we do not have available cash to satisfy our payment obligations under the TRA. Any such deferred payments under the TRA generally will accrue interest from the due date for such payment until the payment date.

9.Equity

As of ~~September~~June 30, ~~2021,~~2022, Cactus Inc. owned ~~77.9%~~79.9% of Cactus LLC as compared to ~~63.3%~~78.0% as of December 31, ~~2020.~~2021. As of ~~September~~June 30, ~~2021,~~2022, Cactus Inc. had outstanding ~~58.9~~60.6 million shares of Class A common stock (representing ~~77.9%~~79.9% of the total voting power) and ~~16.8~~15.3 million shares of Class B common stock (representing ~~22.1%~~20.1% of the total voting power).

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Redemptions of CW Units

Pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, LLC (the “Cactus Wellhead LLC Agreement”), holders of CW Units are entitled to redeem their CW Units, which results in additional Class A common stock outstanding. Since our IPO in February 2018, ~~43.8~~45.3 million CW Units and a corresponding number of shares of Class B common stock have been redeemed in exchange for shares of Class A common stock.

~~On September 13, 2021, Cadent Energy Partners II - GP, L.P.,~~During the ~~general partner of Cadent Energy Partners II, L.P. (“Cadent”), and Cadent Management Services, LLC (“Cadent Management”), Cadent’s manager, transferred their aggregate ownership of 228,878~~six months ended June 30, 2022, 1.4 million CW Units, together with a corresponding number of shares of Class B common stock, ~~to certain Cactus Inc. board members and executive management. The transfers~~ were ~~made at the discretion of Cadent and Cadent Management without the consent of the transferees. Additionally, Cadent Energy Partners II - GP, L.P. and Cadent Management~~ redeemed ~~their remaining 715,215 CW Units held, together with a corresponding number of shares of~~in exchange for Class BA common stock ~~thus liquidating its ownership in Cactus Wellhead, LLC. These transactions were~~ in accordance with the Cactus Wellhead LLC Agreement. The redeemed CW Units (and the corresponding shares of Class B common stock) were cancelled and Cactus Inc. issued 715,215 new shares of Class A common stock. Cactus received no proceeds from these events, and thereThere was no change in the combined number of Cactus Inc. voting shares of Cactus Inc. outstanding. In addition to these transfers and redemptions, 192,459 CW Units were redeemed in exchange for shares of Class A common stock during the three months ended September 30, 2021. We recorded an increase in additional paid-in capital withoutstanding as a corresponding decrease in the non-controlling interest in equity of approximately $6.8 million and an increase in the TRA liability of $7.5 million resulting from the redemptions of CW Units during the third quarter of 2021. Additionally, we recognized a $0.7 million tax benefit for the partial valuation release related to the realizable portionresult of the ~~deferred tax assets.~~redemptions.

On June 17, 2021, Cadent Energy Partners II, L.P. (“Cadent”) transferred ownership of 944,093 CW Units, together with a corresponding number of shares of Class B common stock, to ~~Cadent Energy Partners II - GP, L.P. and Cadent Management.~~various Cadent-affiliated entities. Cadent then redeemed its remaining 3.3 million CW Units, together with a corresponding number of shares of Class B common stock, as provided in the Cactus Wellhead LLC Agreement. The redeemed CW Units (and the corresponding shares of Class B common stock) were cancelled and Cactus Inc. issued 3.3 million new shares of Class A common stock to Cadent, which then distributed such shares to its limited partners. Cactus received no proceeds from these events, and there was no change in the combined number of voting shares of Cactus Inc. outstanding. In addition to the redemption by Cadent, 425,433 CW Units were redeemed in exchange for shares of Class A common stock during the three months ended June 30, 2021. We recorded an increase in additional paid-in capital with a corresponding decrease in the non-controlling interest in equity of $26.9 million and an increase in the TRA liability of $33.1 million resulting from the redemption of CW Units during the second quarter of 2021. Additionally, we recognized a $3.0 million tax benefit for the partial valuation release related to the realizable portion of the deferred tax assets.

On March 9, 2021, Cactus Inc. entered into an underwriting agreement with Cactus LLC, certain selling stockholders of Cactus (the “Selling Stockholders”) and the underwriters named therein, providing for the offer and sale by the Selling Stockholders (the “2021 Secondary Offering”) of up to 6,325,000 shares of Class A common stock ~~including up to 825,000 shares of Class A common stock that may be issued and sold to cover overallotments, if any,~~ at a price to the underwriters of $30.555 per share. On March 12, 2021, in connection with the 2021 Secondary Offering, certain of the Selling Stockholders exercised their right to redeem 6,272,500 CW Units, together with a corresponding number of shares of Class B common stock, as provided in the Cactus Wellhead LLC Agreement. Upon the closing of the 2021 Secondary Offering, Cactus Inc. acquired the redeemed CW Units and a corresponding number of shares of Class B common stock (which shares of Class B common stock were then cancelled) and issued 6,272,500 new shares of Class A common stock to the underwriters at the direction of the redeeming Selling Stockholders, as provided in the Cactus Wellhead LLC Agreement. In addition, certain other Selling Stockholders sold 52,500 shares of Class A common stock in the 2021 Secondary Offering, which shares were owned by them directly as of the time of the 2021 Secondary Offering. Cactus did not receive any of the proceeds from the sale of common stock in the 2021 Secondary Offering and incurred $0.4 million in expenses which were recorded in other expense, net, in the consolidated ~~statement~~statements of income. There was no change in the combined number of Cactus Inc. voting shares outstanding as a result of the 2021 Secondary Offering. We recorded an increase in additional paid-in capital with a corresponding decrease in the non-controlling interest in equity of approximately $45.0 million and an increase in the TRA liability of $46.7 million resulting from the redemption of CW Units pursuant to the 2021 Secondary Offering. Additionally, we recognized a $5.1 million tax benefit for a partial valuation allowance release related to the realizable portion of the deferred tax asset.

~~During the three and nine months ended September 30, 2020, 67,702 and 142,115 CW Units, respectively, were redeemed in exchange for Class A common stock.~~

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Dividends

Aggregate cash dividends of ~~$0.28~~$0.22 per share of Class A common stock ~~were~~ declared during the ~~nine~~six months ended ~~September~~June 30, ~~2021 as~~2022 totaled $13.3 million compared to ~~$0.27~~$0.18 per share of Class A common stock and $9.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020 totaling $15.3 million and $13.0 million, respectively.~~2021. Cash dividends paid during the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ totaled ~~$15.2~~$13.3 million and ~~$12.8~~$9.4 million, respectively. Dividends accrue on unvested equity-based awards on the date of record and are paid upon vesting. During the nine months ended September 30, 2021, $0.2 million of previously accrued dividends were paid to holders of restricted stock units that vested during the period as compared to only a de minimis amount of dividends paid upon vesting during the nine months ended September 30, 2020. Dividends are not paid to our Class B common stockholders; however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to the owners of CW Units other than Cactus Inc. for any dividends declared on our Class A common stock. See further discussion of the distributions below under “Member Distributions.”

Member Distributions

Distributions made by Cactus LLC are generally required to be made pro rata among all its members. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, Cactus LLC distributed ~~$24.7~~$13.1 million to Cactus Inc. to fund its dividend and ~~TRA~~estimated tax payments and made pro rata distributions to the other members totaling ~~$8.1~~$3.3 million over the same period. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, Cactus LLC distributed ~~$26.5~~$9.2 million to Cactus Inc. to fund its dividend ~~and TRA~~ payments and made pro rata distributions to the other members totaling ~~$15.6~~$3.6 million.

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Limitation of Members’ Liability

Under the terms of the Cactus Wellhead LLC Agreement, the members of Cactus LLC are not obligated for debt, liabilities, contracts or other obligations of Cactus LLC. Profits and losses are allocated to members as defined in the Cactus Wellhead LLC Agreement.

10.Commitments and Contingencies

We are involved in various disputes arising in the ordinary course of business. Management does not believe the outcome of these disputes will have a material adverse effect on our consolidated financial position or consolidated results of operations.

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11.Earnings per Share

Basic earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during the period by the weighted average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during that period by the weighted average number of common shares outstanding assuming all potentially dilutive shares were issued.

We use the if-converted method to determine the potential dilutive effect of outstanding CW Units (and corresponding shares of outstanding Class B common stock), the treasury stock method to determine the potential dilutive effect of unvested restricted stock units assuming that the proceeds will be used to purchase shares of Class A common stock and the contingently issuable share method to determine the potential dilutive effect of unvested performance stock units.

The following table summarizes the basic and diluted earnings per share calculations:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to Cactus Inc.—basic	Net income attributable to Cactus Inc.—basic	$	12,617	$	6,233	$	34,569	$	31,244	Net income attributable to Cactus Inc.—basic	$	27,144	$	10,393	$	47,760	$	21,952
Net income attributable to non-controlling interest (1)	Net income attributable to non-controlling interest (1)	3,400		3,522		9,491		17,271		Net income attributable to non-controlling interest (1)	6,759		3,332		11,779		6,091
Net income attributable to Cactus Inc.—diluted (1)	Net income attributable to Cactus Inc.—diluted (1)	$	16,017	$	9,755	$	44,060	$	48,515	Net income attributable to Cactus Inc.—diluted (1)	$	33,903	$	13,725	$	59,539	$	28,043
Denominator:	Denominator:									Denominator:
Weighted average Class A shares outstanding—basic	Weighted average Class A shares outstanding—basic	58,248		47,510		54,188		47,406		Weighted average Class A shares outstanding—basic	60,523		55,048		59,909		52,124
Effect of dilutive shares ~~(2)~~	Effect of dilutive shares ~~(2)~~	17,834		28,112		21,857		28,021		Effect of dilutive shares ~~(2)~~	15,799		20,949		16,353		23,831
Weighted average Class A shares outstanding—diluted ~~(2)~~	Weighted average Class A shares outstanding—diluted ~~(2)~~	76,082		75,622		76,045		75,427		Weighted average Class A shares outstanding—diluted ~~(2)~~	76,322		75,997		76,262		75,955

Earnings per Class A share—basic	Earnings per Class A share—basic	$	0.22	$	0.13	$	0.64	$	0.66	Earnings per Class A share—basic	$	0.45	$	0.19	$	0.80	$	0.42
Earnings per Class A share—diluted (1) (2)		$	0.21	$	0.13	$	0.58	$	0.64
Earnings per Class A share—diluted (1)										Earnings per Class A share—diluted (1)	$	0.44	$	0.18	$	0.78	$	0.37

(1)The numerator is adjusted in the calculation of diluted earnings per share under the if-converted method to include net income attributable to the non-controlling interest calculated as its pre-tax income adjusted for a corporate effective tax rate of 25.0% for the three and six months ended June 30, 2022 and 28.0% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021 and 25.5% for the three and nine months ended September 30, 2020.~~

~~(2)~~Diluted earnings per share for the three and nine months ended September 30, 2021 includes 17.8 million and 21.9 million, respectively, of weighted average shares of Class B common stock outstanding assuming conversion as well as the dilutive effect of restricted stock unit and performance stock unit awards. Diluted earnings per share for the three and nine months ended September 30, 2020 includes 28.1 million and 28.0 million, respectively, of weighted average shares of Class B common stock outstanding assuming conversion as well as the dilutive effect of restricted stock unit awards.2021.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Cactus,” “we,” “us” and “our” refer to Cactus, Inc. (“Cactus Inc.”) and its consolidated subsidiaries, unless we state otherwise or the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Note Regarding Forward-Looking Statements” and included elsewhere in this Quarterly Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Executive Summary

We design, manufacture, sell and rent a range of highly engineered wellhead and pressure control equipment. Our products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of our customers’ wells. In addition, we provide field services for all of our products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment.

We operate through service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, Marcellus, Utica, Haynesville, Eagle Ford, Bakken and SCOOP/STACK, among other active oil and gas regions in the United States, and in Eastern Australia. These service centers support our field services and provide equipment assembly and repair services. We also provide rental and service operations in the Kingdom of Saudi Arabia. Our manufacturing and production facilities are located in Bossier City, Louisiana and Suzhou, China.

We operate in one business segment. Our revenues are derived from three sources: products, rentals, and field service and other. Product revenues are primarily derived from the sale of wellhead systems and production trees. Rental revenues are primarily derived from the rental ~~and associated repair~~ of equipment used ~~for well control~~ during the completion process, ~~as well as~~the repair of such equipment and the rental of tools used during drilling ~~tools.~~operations. Field service and other revenues are primarily earned when we provide installation and other field services for both product sales and equipment rental. Additionally, other revenues are derived from providing repair and reconditioning services to customers that have previously installed wellheads or production ~~trees on their wellsite.~~trees. Items sold or rented generally have an associated service component. As a result, there is a close correlation between field service and other revenues and revenues from product sales and rentals.

During the ~~nine~~six months ended ~~September~~June 30, 2022, we derived 65% of total revenues from the sale of our products, 15% of total revenues from rental and 20% of total revenues from field service and other. During the six months ended June 30, 2021, we derived ~~64%~~63% of total revenues from the sale of our products, 14% of total revenues from rental and 22% of total revenues from field service and other. During the nine months ended September 30, 2020, we derived 58% of total revenues from the sale of our products, 21% of total revenues from rental and 21%23% of total revenues from field service and other. We have predominantly domestic operations with a small amount of ~~sales~~activity in Australia and ~~beginning in the third quarter of 2021, in~~ the Kingdom of Saudi Arabia.

Market Factors

Demand for our products and services depends primarily upon the general level of activity in the oil and gas industry, including the number of active drilling rigs, ~~in operation,~~ the number of ~~oil and gas~~ wells being drilled, the depth and ~~drilling conditions~~working pressure of these wells, the number of well completions, the level of well remediation activity, the volume of production and the corresponding capital spending by oil and natural gas companies. Oil and gas activity is in turn heavily influenced by, among other factors, investor sentiment, availability of capital and oil and gas prices locally and worldwide, which have historically been volatile.

The key market factors impacting our product sales are the number of wells drilled and placed on production, as each well requires an individual wellhead assembly and, at some time after completion, the installation of an associated production tree. We measure our product sales activity levels against our competitors by the number of rigs that we are supporting on a monthly basis as it is correlated to wells drilled. Each active drilling rig produces different levels of revenue based on the customer’s drilling ~~plan,~~program and efficiencies, which includes factors such as the number of wells drilled per pad, the timing of rig moves, the time taken to drill each well, the number and size of casing strings, the working pressure, material selection, ~~and~~ the complexity of the wellhead system chosen by the customer and the rate at which production trees are eventually deployed. All of these factors may be influenced by the oil and gas region in which ~~the customer is~~our customers are operating. While these factors may lead to differing revenues per rig, we have generally been able to forecast our product needs and anticipated revenue levels based on historic trends in a ~~given region and with a specific customer. Increases in~~

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~~horizontal wells drilled as~~given region and with a ~~percentage of total wells drilled, the shift towards pad drilling, and an~~specific customer. An increase in the number of wells drilled per rig ~~are all~~is a favorable ~~trends~~trend that we believe ~~enhance~~enhances the demand for our products relative to the active rig count. However, such a favorable ~~trends~~trend might be adversely affected by overall supply chain-related disruptions.

Our rental revenues are primarily dependent on the number of wells completed (i.e., hydraulically fractured), the number of wells on a well pad, the number of fracture stages per well and the number of fracture stages completed per day. Well completion activity generally follows the level of drilling activity over time but can be delayed or accelerated due to such factors as pressure pumping availability, takeaway capacity, storage capacity, spot prices, overall service cost inflation and budget considerations.

Field service and other revenues are closely correlated to revenues from product sales and rentals, as items sold or rented almost always have an associated service component. Therefore, the market factors and trends of product sales and rental revenues similarly impact the associated levels of field service and other revenues generated.

Recent Developments and Trends

~~As economies have reopened~~Oil prices rose in ~~2021, there has been a resurgence in demand for fossil fuels and oil prices have increased,~~early 2022 due to concerns over supply constraints with West Texas Intermediate (“WTI”) prices ~~exceeding $80~~surpassing $90 per barrel in ~~October 2021. Natural gas~~February. Since Russia invaded Ukraine on February 24, 2022, oil prices ~~have also~~ increased ~~significantly this year~~further and ~~have more than doubled since September 2020~~price volatility has been high, with WTI prices reaching almost $115 per barrel in March, dropping to approximately $94 per barrel in April, increasing to over $122 per barrel in June and ~~are expected~~decreasing to ~~remain elevated this winter.~~just over $90 per barrel in early August 2022. The higher commodity prices have resulted in increased drilling and completion activity by customers and improved demand for our products and services. This has translated into higher activity and revenues for our business. Involatility can mainly be attributed to the global response to the ~~increased activity levels, we have added over 300 associates during~~conflict in Ukraine, which includes import bans on Russian oil, but can also be attributed to inflation and looming concerns of a recession in the ~~first nine months of 2021, reinstated wages~~United States and ~~salaries to their full amounts and restored the 401(k) match, among other programs that were suspended or reduced in response to the industry downturn last year. We~~possibly globally.

Prices for natural gas have also ~~added fleet vehicles~~surged in line with additions to our headcount and invested capital in our rental fleet primarily to use a more environmentally friendly method of powering certain equipment. Barring significant adverse impacts to fossil fuel demand, including that caused by the COVID-19 Delta variant, other variants, or the perception thereof, we anticipate continued activity growth2022 in the fourth quarter of 2021 taking into account typical seasonal trends. As overall revenues and activity have grown this year, we have also seen a substantial increase in ocean freight, salaries and wages and raw material prices resulting from COVID-related pressures on the supply chain and significantly increasedU.S. due to higher demand for ~~goods~~heating due to a colder winter, record-high LNG exports and ~~services worldwide. In addition~~a nationwide heat wave. Henry Hub natural gas spot prices increased from an average of $3.76 per one million British Thermal Units (“MMBtu”) in December 2021 to ~~dealing with unprecedented cost increases, we are~~$8.14 per MMBtu in May 2022 and then down to $7.28 per MMBtu in July 2022. The U.S. was exporting record volumes of LNG to Europe until early June 2022, when an explosion at one of the largest export plants producing LNG in the United States in Freeport, TX occurred. The temporary closure of the plant, which is expected to restart only on a partial basis in October 2022, is predicted to add natural gas supplies in the U.S. by reducing how much natural gas can be exported, placing downward pressure on natural gas prices. This is forecasted to provide some pricing relief in the United States but represents a loss of supply for global markets, especially for certain European countries desiring to reduce their dependency on Russian natural gas exports. The shutdown of the Freeport plant is expected to reduce total U.S. LNG export capacity by approximately 2 billion cubic feet per day (Bcf/d), or 17% of total U.S. LNG export capacity.

The ongoing conflict in Ukraine has had repercussions globally and in the U.S. by continuing to cause uncertainty, not only in the oil and natural gas markets, but also ~~impacted by~~in the global supply chain issues which have, in some cases, resulted in increased costs when we are required to use other more expensive methods of transportation or substitute more costly products in order to meet customer demand. These cost increases havestock market. Such uncertainty already ~~had,~~has and could continue to ~~have,~~result in stock price volatility and supply chain disruptions as well as higher oil and natural gas prices which could result in higher inflation worldwide and negatively impact demand for our goods and services. Moreover, additional interest rate increases by the U.S. Federal Reserve to combat inflation could further increase the possibility of a ~~negative impact on our margins and results of operations absent further cost recovery efforts.~~recession.

The significant increase in commodity prices ~~in 2021~~ has also led to meaningful increases in the level of U.S. onshore drilling activity, particularly among private operators. During the three months ended ~~September~~June 30, ~~2021,~~2022, the weekly average U.S. onshore rig count as reported by Baker Hughes was ~~483~~697 rigs compared to 616 rigs for the three months ended March 31, 2022 and 436 rigs for the three months ended June 30, ~~2021 and 240 rigs for the three months ended September 30, 2020.~~2021. Although these gains are encouraging, current rig activity is still significantly reduced from the levels in 2019 when the weekly average rig count for the three months ended ~~September 30,~~March 31, 2019 was ~~894. During this period, however,~~1,021. However, notwithstanding the impact of longer laterals, improved rig efficiencies have partially offset the impact of this reduction. As of ~~October~~July 29, ~~2021,~~2022, the U.S. onshore rig count was ~~529.~~746.

Private ~~exploration and production (“~~E~~&P”)~~&P companies have been responsible for the majority of the rig additions in the U.S. onshore market ~~in 2021.~~over the last year. We have significantly increased our revenues and rigs followed since the low in activity in the third quarter of 2020 despite a greater portion of Cactus’ revenues having historically resulted from publicly traded E&P companies. During this time, Cactus has meaningfully increased its business with private E&P companies. Disproportionate changes in activity from private or publicly traded E&P companies present both risks and opportunities for Cactus, depending on a number of factors, such as which customers add or drop ~~rigs.~~rigs and their relative efficiency in drilling wells. Increasing volatility in oil and natural gas prices could also impact activity among private operators.

~~Increased Raw Material~~

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Inflation and ~~Freight~~Increased Costs

~~Our ability~~Inflation as reported by the U.S. Bureau of Labor Statistics has continued to ~~source low cost~~increase in 2022, rising from 5.8% in December 2021 to 9.1% in June 2022, a high not seen since 1981. Supply chain disruptions, geopolitical issues and significantly increased demand for goods and services worldwide have resulted in substantial increases in fuel, raw materials, component parts, ocean freight charges as well as increased labor costs. Salaries and ~~components, such~~wages have increased significantly as ~~steel plate, tube~~a result of competitive labor markets, especially in certain key oil and ~~bar stock, forgings~~gas producing areas, but also due to broader inflation trends and ~~machined components is critical to our ability to successfully compete.~~labor shortages. Due to heightened demand and a shortage of steel caused primarily by production disruptions during the pandemic and the conflict in Ukraine, steel and assembled component prices ~~are~~have been and remain elevated. ~~Additionally, freight~~Freight costs, specifically ocean freight costs, ~~have risen significantly~~remain elevated due to a number of factors including, but not limited to, a scarcity of shipping containers, congested seaports, a shortage of commercial drivers, capacity constraints on vessels and lockdowns in certain markets. ~~We have seen our international freight costs increase from approximately $2,800 per container before the pandemic~~In addition to ~~over $17,000 per container and expect prices to~~dealing with these unprecedented cost increases, we continue to ~~increase through the end~~be impacted by global supply chain issues which have resulted in shipping delays and, in some cases, resulted in increased costs when we are required to use other more expensive modes of ~~the year. Although we believe that these~~transportation or substitute more costly products in order to meet customer demand. These cost increases have already had, and could continue to have, a negative impact on our margins and results of operations absent further successful cost recovery efforts.

We expect we will continue to experience supply chain constraints and inflationary pressures on our cost structure for the foreseeable future; however, tightness in overseas freight and transit times from China have started to moderate. Additionally, raw material and component costs are ~~temporary and as supply equalizes with demand, prices should normalize, we do not believe this will occur until mid-to-late 2022.~~

~~Table~~beginning to show signs of ~~Contents~~

~~Additionally,~~improvement. Nonetheless, we cannot be confident that transit times or input prices will return to the lower levels experienced in prior years. ~~As such, our results of operations may be adversely affected by these rising costs to the extent we are unable to recoup them from our customers.~~

Critical Accounting Policies and Estimates

A discussion of our critical accounting policies and estimates is contained in our ~~2020~~2021 Annual Report on Form 10-K. There have not been any changes in our critical accounting policies since December 31, ~~2020.~~2021.

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Consolidated Results of Operations

The following discussions relating to significant line items from our condensed consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items.

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~June 30, 2021~~March 31, 2022

The following table presents summary consolidated operating results for the periods indicated:


		Three Months Ended								Three Months Ended
		September 30, 2021		June 30, 2021		$ Change		% Change		June 30, 2022		March 31, 2022		$ Change		% Change
		(in thousands)								(in thousands)
Revenues	Revenues								Revenues
Product revenue	Product revenue	$	74,835	$	70,345	$	4,490	6.4%	Product revenue	$	112,232	$	94,040	$	18,192	19.3	%
Rental revenue	Rental revenue	15,271		14,644		627		4.3	Rental revenue	23,695		22,343		1,352		6.1
Field service and other revenue	Field service and other revenue	25,257		23,904		1,353		5.7	Field service and other revenue	34,288		29,516		4,772		16.2
Total revenues	Total revenues	115,363		108,893		6,470		5.9	Total revenues	170,215		145,899		24,316		16.7
Costs and expenses	Costs and expenses								Costs and expenses
Cost of product revenue	Cost of product revenue	49,708		48,100		1,608		3.3	Cost of product revenue	69,172		60,920		8,252		13.5
Cost of rental revenue	Cost of rental revenue	13,250		14,403		(1,153)		(8.0)	Cost of rental revenue	15,328		15,089		239		1.6
Cost of field service and other revenue	Cost of field service and other revenue	19,490		17,692		1,798		10.2	Cost of field service and other revenue	26,734		24,806		1,928		7.8
Selling, general and administrative expenses	Selling, general and administrative expenses	12,149		11,384		765		6.7	Selling, general and administrative expenses	14,740		14,094		646		4.6

Total costs and expenses	Total costs and expenses	94,597		91,579		3,018		3.3	Total costs and expenses	125,974		114,909		11,065		9.6
Income from operations	Income from operations	20,766		17,314		3,452		19.9	Income from operations	44,241		30,990		13,251		42.8

Interest expense, net		(299)		(181)		(118)		65.2
Interest income (expense), net									Interest income (expense), net	304		(100)		404		nm
Other expense, net	Other expense, net	—		(1,004)		1,004		nm	Other expense, net	—		(1,115)		1,115		nm
Income before income taxes	Income before income taxes	20,467		16,129		4,338		26.9	Income before income taxes	44,545		29,775		14,770		49.6
Income tax expense	Income tax expense	3,290		1,355		1,935		nm	Income tax expense	8,765		2,692		6,073		nm
Net income	Net income	17,177		14,774		2,403		16.3	Net income	35,780		27,083		8,697		32.1
Less: net income attributable to non-controlling interest	Less: net income attributable to non-controlling interest	4,560		4,381		179		4.1	Less: net income attributable to non-controlling interest	8,636		6,467		2,169		33.5
Net income attributable to Cactus Inc.	Net income attributable to Cactus Inc.	$	12,617	$	10,393	$	2,224	21.4%	Net income attributable to Cactus Inc.	$	27,144	$	20,616	$	6,528	31.7	%
nm = not meaningful	nm = not meaningful								nm = not meaningful

Revenues

Product revenue ~~for the third quarter of 2021~~ was ~~$74.8 million, an increase of $4.5 million, or 6%, from $70.3~~$112.2 million for the second quarter of ~~2021~~2022 compared to $94.0 million for the first quarter of 2022. The increase of $18.2 million, representing a 19% increase, was primarily due to increased sales of wellhead and production related equipment resulting from higher ~~drilling and completion~~ activity by our customers ~~in the U.S., the impact of modest price increases implemented during the second quarter and further~~as well as increased cost recovery ~~efforts executed in the third quarter.~~efforts.

Rental revenue for the ~~third~~second quarter of ~~2021~~2022 was ~~$15.3~~$23.7 million, an increase of ~~$0.6~~$1.4 million, or 4%6%, from ~~$14.6~~$22.3 million for the first quarter of 2022. The increase was mainly attributable to higher customer drilling and completion activity and associated repairs.

Field service and other revenue of $34.3 million for the second quarter of ~~2021.~~2022 increased $4.8 million, or 16%, from $29.5 million for the first quarter of 2022. The increase was primarily ~~attributable~~due to higher billable hours from increased customer ~~completion activity.~~activity and cost recovery measures.

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Field service and other revenue for the third quarter of 2021 was $25.3 million, an increase of $1.4 million, or 6%, from $23.9 million for the second quarter of 2021. The increase was mainly due to higher billable hours resulting from increased customer activity.

Costs and expenses

Cost of product revenue for the ~~third~~second quarter of ~~2021 was $49.7~~2022 of $69.2 million ~~an increase of $1.6~~increased $8.3 million, or 3%14%, from ~~$48.1~~$60.9 million for the ~~second~~first quarter of ~~2021.~~2022. The increase was primarily attributable to the increase in product sales as well as increased costs associated with materials, freight and ~~materials.~~overhead.

Cost of rental revenue for the ~~third~~second quarter of ~~2021~~2022 was $15.3 million, an increase of ~~$13.3 million decreased $1.2~~$0.2 million, or 8%2%, from ~~$14.4~~$15.1 million for the ~~second~~first quarter of ~~2021~~2022 mainly due to ~~a reduction in~~higher scrap expense and depreciation expense on our rental fleet, partially offset by lower equipment repair ~~and equipment reactivation costs as the second quarter included additional work needed in order to prepare for an expected increased level of customer demand.~~costs.

Cost of field service and other revenue ~~for the third quarter of 2021~~ was ~~$19.5 million, an increase of $1.8 million, or 10%, from $17.7~~$26.7 million for the second quarter of ~~2021.~~2022, an increase of $1.9 million, or 8%, from $24.8 million for the first quarter of 2022. The increase was primarily related to increased personnel costs associated with an increase in the ~~addition~~number of field personnel and ~~branch personnel as well as~~higher wages. Additional increases inwere related to higher fuel and other costs associated with ~~higher~~increased field service activity levels.

Selling, general and administrative expenses for the ~~third~~second quarter of ~~2021~~2022 were ~~$12.1~~$14.7 million, an increase of ~~$0.8~~$0.6 million, or 7%5%, from ~~$11.4~~$14.1 million for the ~~second~~first quarter of ~~2021.~~2022. The increase was primarily due to increased annual incentive bonus accruals, bad debt expense and travel costs offset by lower benefits, primarily payroll taxes, and stock-based compensation expense.

Interest income (expense), net. Interest income, net for the second quarter of 2022 was $0.3 million compared to interest expense, net of $0.1 million for the first quarter of 2022. The increase in interest income, net of $0.4 million was primarily due to higher ~~salaries and wages,~~interest income earned on cash invested resulting from increased ~~professional fees and expenses associated with upgrades to our information technology infrastructure.~~interest rates.

Other expense, net. Other expense, net for the ~~second~~first quarter of ~~2021~~2022 of ~~$1.0~~$1.1 million ~~represents~~represented a non-cash adjustment for the revaluation of the liability related to the tax receivable ~~agreement.~~agreement as a result of changes to the state tax rate.

Income tax expense. Income tax expense for the ~~third~~second quarter of ~~2021~~2022 was ~~$3.3~~$8.8 million compared to ~~$1.4~~$2.7 million for the first quarter of 2022. Income tax expense for the second quarter of ~~2021. Income tax expense for the third quarter of 2021~~2022 included approximately ~~$4.5~~$9.1 million expense associated with current income ~~partially~~ offset by a ~~$0.5 million tax benefit related to the finalization of our 2020 tax returns and a $0.7~~$0.3 million tax benefit associated with the partial valuation allowance release in conjunction with ~~third~~second quarter ~~2021~~2022 redemptions of CW Units. Partial valuation releases occur in conjunction with redemptions of CW Units as a portion of Cactus Inc.’s deferred tax assets from its investment in Cactus LLC becomes realizable. Income tax expense for the ~~second~~first quarter of ~~2021~~2022 included approximately ~~$3.8~~$6.2 million expense associated with current income ~~and $0.6~~offset by a $1.7 million ~~expense~~benefit associated with permanent differences related to equity compensation, a $1.0 million benefit associated with the revaluation of our deferred tax asset as a result of a change in our ~~foreign~~forecasted state tax ~~credit position~~rate and ~~related valuation allowance, offset by~~ a ~~$3.0~~$0.8 million tax benefit associated with the partial valuation allowance release in conjunction with ~~second~~first quarter ~~2021~~2022 redemptions of CW Units.

Cactus Inc. is only subject to federal and state income tax on its share of income from Cactus LLC. Income allocated to the non-controlling interest is not subject to U.S. federal or state tax.

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~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

The following table presents summary consolidated operating results for the periods indicated:


		Nine Months Ended September 30,								Six Months Ended June 30,
		2021		2020		$ Change		% Change		2022		2021		$ Change		% Change
		(in thousands)								(in thousands)
Revenues	Revenues								Revenues
Product revenue	Product revenue	$	197,136	$	163,781	$	33,355	20.4%	Product revenue	$	206,272	$	122,301	$	83,971	68.7	%
Rental revenue	Rental revenue	42,404		57,579		(15,175)		(26.4)	Rental revenue	46,038		27,133		18,905		69.7
Field service and other revenue	Field service and other revenue	69,133		59,116		10,017		16.9	Field service and other revenue	63,804		43,876		19,928		45.4
Total revenues	Total revenues	308,673		280,476		28,197		10.1	Total revenues	316,114		193,310		122,804		63.5
Costs and expenses	Costs and expenses								Costs and expenses
Cost of product revenue	Cost of product revenue	134,329		101,976		32,353		31.7	Cost of product revenue	130,092		84,621		45,471		53.7
Cost of rental revenue	Cost of rental revenue	39,824		39,661		163		0.4	Cost of rental revenue	30,417		26,574		3,843		14.5
Cost of field service and other revenue	Cost of field service and other revenue	51,645		44,620		7,025		15.7	Cost of field service and other revenue	51,540		32,155		19,385		60.3
Selling, general and administrative expenses	Selling, general and administrative expenses	33,160		30,739		2,421		7.9	Selling, general and administrative expenses	28,834		21,011		7,823		37.2
Severance expenses		—		1,864		(1,864)		nm
Total costs and expenses	Total costs and expenses	258,958		218,860		40,098		18.3	Total costs and expenses	240,883		164,361		76,522		46.6
Income from operations	Income from operations	49,715		61,616		(11,901)		(19.3)	Income from operations	75,231		28,949		46,282		nm

Interest income (expense), net	Interest income (expense), net	(632)		851		(1,483)		nm	Interest income (expense), net	204		(333)		537		nm
Other expense, net	Other expense, net	(1,410)		(555)		(855)		nm	Other expense, net	(1,115)		(1,410)		295		(20.9)
Income before income taxes	Income before income taxes	47,673		61,912		(14,239)		(23.0)	Income before income taxes	74,320		27,206		47,114		nm
Income tax expense		586		8,833		(8,247)		(93.4)
Income tax expense (benefit)									Income tax expense (benefit)	11,457		(2,704)		14,161		nm
Net income	Net income	47,087		53,079		(5,992)		(11.3)	Net income	62,863		29,910		32,953		nm
Less: net income attributable to non-controlling interest	Less: net income attributable to non-controlling interest	12,518		21,835		(9,317)		(42.7)	Less: net income attributable to non-controlling interest	15,103		7,958		7,145		89.8	%
Net income attributable to Cactus Inc.	Net income attributable to Cactus Inc.	$	34,569	$	31,244	$	3,325	10.6%	Net income attributable to Cactus Inc.	$	47,760	$	21,952	$	25,808	nm
nm = not meaningful	nm = not meaningful								nm = not meaningful

Revenues

Product revenue was ~~$197.1~~$206.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$163.8~~$122.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase of ~~$33.4~~$84.0 million, representing a ~~20%~~69% increase from ~~2020,~~2021, was primarily due to higher sales of wellhead and production related equipment resulting from higher activity by our customers as well as increased cost recovery efforts.

Rental revenue of $46.0 million for the first six months of 2022 increased $18.9 million, or 70%, from $27.1 million for the first six months of 2021. The increase was primarily attributable to higher drilling and completion activity by our customers ~~compared to 2020, the impact of modest price increases implemented during the second quarter of 2021~~ and further cost recovery efforts executed in the third quarter of 2021. In the prior year, the industry downturn resulting from depressed commodity prices exacerbated by the pandemic was most detrimental to our second and third quarter results out of the first nine months of 2020.

Rental revenue of $42.4 million for the first nine months of 2021 decreased $15.2 million, or 26%, from $57.6 million for the first nine months of 2020. The decrease was primarily due to reduced drilling and completion activity resulting from our decision to concede market share given the extraordinary market pressure driven by depressed energy demand. Recovery in our rental business has been slower than our product business as an excess amount of competing rental equipment remains available in the market relative to the amount of completion activity being conducted by customers.associated repairs.

Field service and other revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$69.1~~$63.8 million, an increase of ~~$10.0~~$19.9 million, or ~~17%~~45%, from ~~$59.1~~$43.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was attributable to increased customer activity, ~~compared to the prior year,~~ resulting ~~from~~in higher billable hours and ancillary services as well as cost recovery measures.

Costs and ~~repairs~~expenses

Cost of ~~customer property.~~product revenue for the six months ended June 30, 2022 was $130.1 million, an increase of $45.5 million, or 54%, from $84.6 million for the six months ended June 30, 2021. The increase was largely attributable to an increase in product sales and increased costs associated with materials, freight and overhead.

Cost of rental revenue of $30.4 million for the first six months of 2022 increased $3.8 million, or 14%, from $26.6 million for the first six months of 2021. The increase was primarily due to higher scrap expense, repair and equipment reactivation costs and increased personnel, ancillary costs and branch expenses, partially offset by lower depreciation expense on our rental fleet.

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~~Costs and expenses~~

Cost of product revenue for the nine months ended September 30, 2021 was $134.3 million, an increase of $32.4 million, or 32%, from $102.0 million for the nine months ended September 30, 2020. The increase was largely attributable to an increase in product sales and costs associated with materials, freight and overhead, including increased labor costs, in 2021. Additionally, cost of product revenue in the first nine months of 2020 included $8.5 million in credits related to tariff refunds.

Cost of rental revenue of $39.8 million for the first nine months of 2021 increased $0.2 million from $39.7 million for the first nine months of 2020. The increase was primarily due to higher repair and reactivation costs offset by decreased scrap and rework expense, lower depreciation expenses on our rental fleet and other savings resulting from lower activity compared to 2020. Rental cost of sales in 2020 included approximately $0.9 million in credits related to tariff refunds.

Cost of field service and other revenue was ~~$51.6~~$51.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, an increase of ~~$7.0~~$19.4 million, or ~~16%~~60%, from ~~$44.6~~$32.2 million for the ~~nine~~six months ~~of September~~ended June 30, ~~2020.~~2021. The increase was mainly related to higher personnel costs ~~associated with higher wages and~~resulting from an increase in the number of field and branch personnel and higher wages as well as higher fuel and ~~other remobilization expenses~~third-party service costs associated with increased field service activity levels compared to the prior year. Additionally, gains from sales of field service vehicles decreased by $3.3 million from 2020 as we rationalized our fleet vehicles in line with the headcount reductions in the prior year.levels.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were ~~$33.2~~$28.8 million compared to ~~$30.7~~$21.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~$2.4~~$7.8 million increase was largely attributable to increased personnel costs primarily related to higher salaries and wages, ~~increased~~benefits and accruals for annual incentive ~~bonuses based on current year targets and~~bonuses. Additional increases related to higher stock-based compensation ~~expense. Additional increases from 2020 related to higher~~expense, professional fees, ~~and~~ information technology ~~expenses. These increases were partially offset by a reduction in foreign currency losses.~~

~~Severance~~ expenses ~~for the nine months ended September 30, 2020 of $1.9 million represented severance benefits associated with headcount reductions during the prior year.~~and travel costs.

Interest income (expense), ~~net.~~net. Interest ~~expense,~~income, net for the first ~~nine~~six months of ~~2021~~2022 was ~~$0.6~~$0.2 million compared to interest ~~income,~~expense, net of ~~$0.9~~$0.3 million for the first ~~nine~~six months of ~~2020.~~2021. The ~~decrease~~increase in interest income, net of ~~$1.5~~$0.5 million was primarily due to ~~lower~~higher interest income earned on cash invested resulting from ~~significantly lower~~increased interest rates in ~~2021 as well as the prior year period including $0.5 million of interest income recognized on tariff refunds.~~2022.

Other expense, net. Other expense, net for the ~~nine~~six months ended ~~September~~June 30, 2022 of $1.1 million related to a non-cash adjustment for the revaluation of the liability related to the tax receivable agreement. Other expense, net for the six months ended June 30, 2021 of $1.4 million related to a $1.0 million non-cash adjustment for the revaluation of the liability related to the tax receivable agreement and $0.4 million for professional fees and other expenses associated with the 2021 Secondary Offering. ~~Other expense, net for the nine months ended September 30, 2020 of $0.6 million represented non-cash adjustments for the revaluation of the liability related to the tax receivable agreement.~~

Income tax ~~expense.~~expense (benefit). Income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$0.6~~$11.5 million compared to ~~$8.8~~an income tax benefit of $2.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. The income~~2021. Income tax expense for the first ~~nine~~six months of 2022 included approximately $15.3 million expense associated with current income offset by a $1.7 million benefit associated with permanent differences related to equity compensation, a $1.0 million benefit associated with the revaluation of our deferred tax asset as a result of a change in our forecasted state tax rate and a $1.1 million tax benefit associated with the partial valuation allowance release in conjunction with CW Unit redemptions during the year. The income tax benefit for the first six months of 2021 included ~~an $8.9~~a $8.1 million benefit associated with a partial valuation allowance release associated with CW Unit redemptions during the year and a $1.1 million benefit associated with permanent differences related to equity compensation. ~~Income~~These tax benefits were offset by an expense ~~for the nine months ended September 30, 2020 included a $2.2~~of $0.6 million ~~benefit associated with the revaluation of deferred tax asset~~

~~as a result of~~related to a change in our ~~forecasted state~~foreign tax ~~rate.~~credit position and related valuation allowance.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2021,~~2022, we had ~~$302.0~~$311.7 million of cash and cash equivalents. Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities and, if necessary, borrowings under our ABL Credit Facility. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed. As of ~~September~~June 30, ~~2021,~~2022, we had no borrowings outstanding under our ABL Credit Facility and $75.0 million of available borrowing capacity. Additionally, we were in compliance with the covenants of the ABL Credit Facility as of ~~September~~June 30, ~~2021.~~2022. On July 25, 2022, the ABL Credit Facility was amended to, among other things, increase the committed amount of the revolving credit facility from $75.0 million to $80.0 million and extend the maturity date to July 25, 2027, or such earlier date that is 91 days prior to the maturity date of any indebtedness that has a principal balance exceeding $30.0 million.

We believe that our existing cash on hand, cash generated from operations and available borrowings under our ABL Credit Facility will be sufficient for at least the next 12 months to meet working capital requirements, anticipated capital expenditures,

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expected payments related to the TRA, anticipated tax liabilities and dividends to holders of our Class A common stock as well as pro rata cash distributions to the holders of CW Units other than Cactus Inc.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, net capital expenditures totaled ~~$8.4~~$12.9 million, which were primarily related to additions to the Company’s fleet of rental ~~fleet enhancements,~~equipment, including ~~the electrification~~drilling-related tools, and additional investment in and expansion of ~~certain assets to use a more environmentally friendly method of powering such equipment.~~our Bossier City location. We currently estimate our net capital expenditures for the year ending December 31, ~~2021~~2022 will range from ~~$10~~$20 million to ~~$15~~$30 million. We continuously evaluate our capital expenditures and the amount we ultimately spend will depend on a number of factors, including, among other things, demand for rental assets, available capacity in existing locations, prevailing economic conditions, market conditions in the E&P industry, customers’ forecasts, volatility and company initiatives.

Our ability to satisfy our long-term liquidity requirements, including cash distributions to CW Unit Holders to fund their respective income tax liabilities relating to their share of the income of Cactus LLC and to fund liabilities related to the TRA, depends on our future operating performance, which is affected by, and subject to, prevailing economic conditions, market conditions in the E&P industry, availability and cost of raw materials, and financial, business and other factors, many of which are beyond our control. We will not be able to predict or control many of these factors, such as economic conditions in the markets

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where we operate and competitive pressures. If necessary, we could choose to further reduce our spending on capital projects and operating expenses to ensure we operate within the cash flow generated from our operations.

Cash Flows

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

The following table summarizes our cash flows for the periods indicated:


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	52,084	$	121,485	Net cash provided by operating activities	$	48,223	$	43,229
Net cash used in investing activities	Net cash used in investing activities	(8,417)		(16,494)		Net cash used in investing activities	(12,876)		(4,353)
Net cash used in financing activities	Net cash used in financing activities	(30,354)		(34,090)		Net cash used in financing activities	(24,165)		(18,639)

Net cash provided by operating activities was ~~$52.1~~$48.2 million and ~~$121.5~~$43.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Operating cash flows for ~~2021 decreased from 2020~~2022 increased primarily due to an increase in income offset by an increase in working capital, largely related to the increase in inventories exacerbated by extended in-transit volumes and increased accounts receivable ~~and inventories offset by an increase in accounts payable and other liabilities, as well as a decrease in net income adjusted for certain noncash items.~~associated with higher revenues.

Net cash used in investing activities was ~~$8.4~~$12.9 million and ~~$16.5~~$4.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~decrease~~increase was primarily due to ~~lower capital expenditures~~increased investments associated with our rental fleet and additional investment in ~~2021.~~and expansion of our Bossier City location.

Net cash used in financing activities was ~~$30.4~~$24.2 million and ~~$34.1~~$18.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~decrease~~increase was comprised of a ~~$7.5 million decrease in Cactus LLC member distributions and a $0.5 million reduction in payments on finance leases partially offset by a $2.4~~$3.9 million increase in dividend payments, ~~and~~ a ~~$1.8~~$1.3 million increase in share repurchases from employees to satisfy tax withholding obligations related to restricted stock units that vested during the ~~period.~~period and a $0.5 million increase in payments on finance leases. These increases were partially offset by a $0.2 million decrease in distributions to members other than Cactus Inc.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our ~~2020~~2021 Annual Report. Our exposure to market risk has not changed materially since December 31, ~~2020.~~2021.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the

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design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2021~~2022 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the ~~third~~second quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuits with certainty, but management believes it is unlikely that pending or threatened legal matters will have a material adverse impact on our financial condition.

Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. In the opinion of our management, none of these, whether pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our results of operations, financial condition or cash flows.

Item 1A. Risk Factors.

In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described below and under ~~the heading “Item~~“Part I, Item 1A. Risk Factors” included in our ~~2020~~2021 Annual Report, and under “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and the risk factors and other cautionary statements contained in our other filings with the Securities and Exchange Commission, which could materially affect our business, results of operations, financial condition or cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition or cash flows. ~~There~~Except as previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, there have been no material changes in our risk factors from those described in our ~~2020~~2021 Annual Report or our other Securities and Exchange Commission filings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following sets forth information with respect to our repurchase of Class A common stock during the three months ended ~~September~~June 30, ~~2021~~2022 (in whole shares).

Period
Total number of shares purchased (1)
Average price paid per share (2)
July 1-31, 2021 — $ —
August 1-31, 2021 — —
September 1-30, 2021 534 33.37
Total 534 $ 33.37


Period	Total number of shares purchased (1)	Average price paid per share (2)
April 1-30, 2022	275	$	61.65
May 1-31, 2022	—	—
June 1-30, 2022	1,032	52.42
Total	1,307	$	54.36

(1)Consists of shares of Class A common stock repurchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.

(2)Average price paid for Class A common stock purchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.

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Item 6. Exhibits.

The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.


Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 12, 2018)
3.2						Amended and Restated Bylaws of Cactus, Inc., effective as of September 8, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on September 9, 2020)
31.1*						CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Definition Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Cactus, Inc.

~~November~~August 4, ~~2021~~2022	By:	/s/ Scott Bender
Date		Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer)

~~November~~August 4, ~~2021~~2022	By:	/s/ Stephen Tadlock
Date		Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)


Cautionary Note Regarding Forward-Looking Statements		i

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits	22
	Signatures	23