Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-38390 | ||
Entity Registrant Name | Cactus, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2586106 | ||
Entity Address, Address Line One | 920 Memorial City Way | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77024 | ||
City Area Code | 713 | ||
Local Phone Number | 626-8800 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 | ||
Trading Symbol | WHD | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.4 | ||
Documents Incorporated by Reference | Portions of Registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Entity Central Index Key | 0001699136 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 64,127,114 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,978,225 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Firm ID | 238 |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 344,527 | $ 301,669 |
Accounts receivable, net of allowance of $1,060 and $741, respectively | 138,268 | 89,205 |
Inventories | 161,283 | 119,817 |
Prepaid expenses and other current assets | 10,564 | 7,794 |
Total current assets | 654,642 | 518,485 |
Property and equipment, net | 129,998 | 129,117 |
Operating lease right-of-use assets, net | 23,183 | 22,538 |
Goodwill | 7,824 | 7,824 |
Deferred tax asset, net | 301,644 | 303,074 |
Other noncurrent assets | 1,605 | 1,040 |
Total assets | 1,118,896 | 982,078 |
Current liabilities | ||
Accounts payable | 47,776 | 42,818 |
Accrued expenses and other current liabilities | 30,619 | 28,240 |
Current portion of liability related to tax receivable agreement | 27,544 | 11,769 |
Finance lease obligations, current portion | 5,933 | 4,867 |
Operating lease liabilities, current portion | 4,777 | 4,880 |
Total current liabilities | 116,649 | 92,574 |
Deferred tax liability, net | 1,966 | 1,172 |
Liability related to tax receivable agreement, net of current portion | 265,025 | 269,838 |
Finance lease obligations, net of current portion | 6,436 | 5,811 |
Operating lease liabilities, net of current portion | 18,375 | 17,650 |
Total liabilities | 408,451 | 387,045 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 310,528 | 289,600 |
Retained earnings | 261,764 | 178,446 |
Accumulated other comprehensive income (loss) | (984) | 8 |
Total stockholders’ equity attributable to Cactus Inc. | 571,917 | 468,644 |
Non-controlling interest | 138,528 | 126,389 |
Total stockholders’ equity | 710,445 | 595,033 |
Total liabilities and equity | 1,118,896 | 982,078 |
Class A Common Stock | ||
Stockholders’ equity | ||
Common stock, $0.01 par value | 609 | 590 |
Class B Common Stock | ||
Stockholders’ equity | ||
Common stock, $0.01 par value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts receivable | $ 1,060 | $ 741 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 60,903,000 | 59,035,000 |
Common stock, shares outstanding (in shares) | 60,903,000 | 59,035,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 215,000,000 | 215,000,000 |
Common stock, shares issued (in shares) | 14,978,000 | 16,674,000 |
Common stock, shares outstanding (in shares) | 14,978,000 | 16,674,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 688,369 | $ 438,589 | $ 348,566 |
Costs and expenses | |||
Selling, general and administrative expenses | 67,700 | 46,021 | 39,715 |
Severance expenses | 0 | 0 | 1,864 |
Total costs and expenses | 513,621 | 363,162 | 278,527 |
Income from operations | 174,748 | 75,427 | 70,039 |
Interest income (expense), net | 3,714 | (774) | 701 |
Other income (expense), net | (1,910) | 492 | (555) |
Income before income taxes | 176,552 | 75,145 | 70,185 |
Income tax expense | 31,430 | 7,675 | 10,970 |
Net income | 145,122 | 67,470 | 59,215 |
Less: net income attributable to non-controlling interest | 34,948 | 17,877 | 24,769 |
Net income attributable to Cactus Inc. | $ 110,174 | $ 49,593 | $ 34,446 |
Class A Common Stock | |||
Costs and expenses | |||
Earnings per Class A share - basic (in dollars per share) | $ 1.83 | $ 0.90 | $ 0.73 |
Earnings per Class A share - diluted (in dollars per share) | $ 1.80 | $ 0.83 | $ 0.72 |
Weighted average Class A shares outstanding - basic (in shares) | 60,323 | 55,398 | 47,457 |
Weighted average Class A shares outstanding - diluted (in shares) | 76,337 | 76,107 | 75,495 |
Product revenue | |||
Revenues | |||
Total revenues | $ 452,615 | $ 280,907 | $ 206,801 |
Costs and expenses | |||
Cost of revenue | 277,871 | 189,083 | 131,728 |
Rental revenue | |||
Revenues | |||
Total revenues | 100,453 | 61,629 | 66,169 |
Costs and expenses | |||
Cost of revenue | 62,037 | 54,377 | 49,077 |
Field service and other revenue | |||
Revenues | |||
Total revenues | 135,301 | 96,053 | 75,596 |
Costs and expenses | |||
Cost of revenue | $ 106,013 | $ 73,681 | $ 56,143 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 145,122 | $ 67,470 | $ 59,215 |
Foreign currency translation adjustments | (1,308) | (567) | 1,375 |
Comprehensive income | 143,814 | 66,903 | 60,590 |
Less: comprehensive income attributable to non-controlling interest | 34,632 | 17,632 | 25,362 |
Comprehensive income attributable to Cactus Inc. | $ 109,182 | $ 49,271 | $ 35,228 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 47,159 | 27,958 | |||||
Balance at the beginning of the period at Dec. 31, 2019 | $ 516,395 | $ 194,456 | $ 132,990 | $ (452) | $ 188,929 | $ 472 | $ 0 |
Statement of Stockholders'/Members' Equity | |||||||
Member distributions | (16,304) | (16,304) | |||||
Effect of CW Unit redemptions (in shares) | 303 | (303) | |||||
Effect of CW Unit redemptions | 0 | 2,155 | (2,158) | $ 3 | |||
Tax impact of equity transactions | 284 | 284 | |||||
Equity award vestings (in shares) | 251 | ||||||
Equity award vestings | (1,444) | (238) | (1,208) | $ 2 | |||
Other comprehensive income (loss) | 1,375 | 782 | 593 | ||||
Stock-based compensation | 8,599 | 5,420 | 3,179 | ||||
Cash dividends declared | (17,350) | (17,350) | |||||
Net income | 59,215 | 34,446 | 24,769 | ||||
Balance at the end of the period (shares) at Dec. 31, 2020 | 47,713 | 27,655 | |||||
Balance at the end of the period at Dec. 31, 2020 | 550,770 | 202,077 | 150,086 | 330 | 197,800 | $ 477 | $ 0 |
Statement of Stockholders'/Members' Equity | |||||||
Member distributions | (9,742) | (9,742) | |||||
Effect of CW Unit redemptions (in shares) | 10,981 | (10,981) | |||||
Effect of CW Unit redemptions | 0 | 79,276 | (79,386) | $ 110 | |||
Tax impact of equity transactions | 2,998 | 2,998 | |||||
Equity award vestings (in shares) | 341 | ||||||
Equity award vestings | (3,283) | (1,141) | (2,145) | $ 3 | |||
Other comprehensive income (loss) | (567) | (322) | (245) | ||||
Stock-based compensation | 8,620 | 6,390 | 2,230 | ||||
Cash dividends declared | (21,233) | (21,233) | |||||
Net income | 67,470 | 49,593 | 17,877 | ||||
Balance at the end of the period (shares) at Dec. 31, 2021 | 59,035 | 16,674 | |||||
Balance at the end of the period at Dec. 31, 2021 | 595,033 | 289,600 | 178,446 | 8 | 126,389 | $ 590 | $ 0 |
Statement of Stockholders'/Members' Equity | |||||||
Member distributions | (9,692) | (9,692) | |||||
Effect of CW Unit redemptions (in shares) | 1,696 | (1,696) | |||||
Effect of CW Unit redemptions | 0 | 13,690 | (13,707) | $ 17 | |||
Tax impact of equity transactions | 2,076 | 2,076 | |||||
Equity award vestings (in shares) | 172 | ||||||
Equity award vestings | (4,561) | (3,306) | (1,257) | $ 2 | |||
Other comprehensive income (loss) | (1,308) | (992) | (316) | ||||
Stock-based compensation | 10,631 | 8,468 | 2,163 | ||||
Cash dividends declared | (26,856) | (26,856) | |||||
Net income | 145,122 | 110,174 | 34,948 | ||||
Balance at the end of the period (shares) at Dec. 31, 2022 | 60,903 | 14,978 | |||||
Balance at the end of the period at Dec. 31, 2022 | $ 710,445 | $ 310,528 | $ 261,764 | $ (984) | $ 138,528 | $ 609 | $ 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividend declared (in dollars per share) | $ 0.44 | $ 0.38 | $ 0.36 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income | $ 145,122 | $ 67,470 | $ 59,215 |
Reconciliation of net income to net cash provided by operating activities: | |||
Depreciation and amortization | 34,124 | 36,308 | 40,520 |
Deferred financing cost amortization | 165 | 168 | 168 |
Stock-based compensation | 10,631 | 8,620 | 8,599 |
Provision for expected credit losses | 406 | 310 | 342 |
Inventory obsolescence | 2,739 | 3,490 | 4,840 |
Gain on disposal of assets | (1,391) | (1,386) | (2,480) |
Deferred income taxes | 25,299 | 4,829 | 6,948 |
(Gain) loss from revaluation of liability related to tax receivable agreement | 1,910 | (898) | 555 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (49,349) | (45,492) | 44,829 |
Inventories | (44,891) | (36,083) | 18,201 |
Prepaid expenses and other assets | (3,108) | (2,789) | 6,177 |
Accounts payable | 5,803 | 22,281 | (19,434) |
Accrued expenses and other liabilities | 2,090 | 16,628 | (10,893) |
Payments pursuant to tax receivable agreement | (11,666) | (9,697) | (14,207) |
Net cash provided by operating activities | 117,884 | 63,759 | 143,380 |
Cash flows from investing activities | |||
Capital expenditures and other | (28,291) | (13,939) | (24,493) |
Proceeds from sale of assets | 2,755 | 2,306 | 6,346 |
Net cash used in investing activities | (25,536) | (11,633) | (18,147) |
Cash flows from financing activities | |||
Payment of deferred financing costs | (353) | 0 | 0 |
Payments on finance leases | (6,055) | (5,205) | (5,317) |
Dividends paid to Class A common stock shareholders | (26,719) | (21,158) | (17,140) |
Distributions to members | (9,692) | (9,742) | (16,304) |
Repurchases of shares | (4,563) | (3,283) | (1,445) |
Net cash used in financing activities | (47,382) | (39,388) | (40,206) |
Effect of exchange rate changes on cash and cash equivalents | (2,108) | 272 | 1,029 |
Net increase in cash and cash equivalents | 42,858 | 13,010 | 86,056 |
Cash and cash equivalents | |||
Beginning of period | 301,669 | 288,659 | 202,603 |
End of period | $ 344,527 | $ 301,669 | $ 288,659 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Cactus, Inc. (“Cactus Inc.”) and its consolidated subsidiaries (the “Company”), including Cactus Wellhead, LLC (“Cactus LLC”), are primarily engaged in the design, manufacture and sale of wellhead and pressure control equipment. In addition, we maintain a fleet of frac valves and ancillary equipment for short-term rental, offer repair and refurbishment services and provide field service crews to assist in the installation and operations of pressure control systems. We operate through U.S. service centers located in Texas, New Mexico, Pennsylvania, North Dakota, Louisiana, Oklahoma, Colorado, Wyoming and Utah as well as in Eastern Australia. 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 and our corporate headquarters are located in Houston, Texas. Cactus Inc. was incorporated on February 17, 2017 as a Delaware corporation for the purpose of completing an initial public offering of equity and related transactions, which was completed on February 12, 2018 (our “IPO”). 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. became the sole managing member of Cactus LLC upon completion of our IPO and is responsible for all operational, management and administrative decisions relating to Cactus LLC’s business. Pursuant to the Second Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), owners of CW Units are entitled to redeem their CW Units for shares of Cactus Inc.’s Class A common stock, par value $0.01 per share (“Class A common stock”) on a one-for-one basis, which results in a corresponding increase in Cactus Inc.’s membership interest in Cactus LLC and an increase in the number of shares of Class A common stock outstanding. We refer to the owners of CW Units, other than Cactus Inc. (along with their permitted transferees), as “CW Unit Holders.” CW Unit Holders own one share of our Class B common stock, par value $0.01 per share (“Class B common stock”) for each CW Unit such CW Unit Holder owns. Cactus LLC is a Delaware limited liability company and was formed on July 11, 2011. 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 (including Cactus LLC). |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Other Items | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Other Items | Summary of Significant Accounting Policies and Other Items Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Cactus Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. As the sole managing member of Cactus LLC, Cactus Inc. 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. 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. Segment Information We operate in a single operating segment, which reflects how we manage our business and the fact that all of our products and services are dependent upon the oil and natural gas industry. Substantially all of our products and services are sold in the U.S. to oil and natural gas exploration and production companies. We operate in the United States, Australia, China and the Kingdom of Saudi Arabia. Our operations outside of the United States represented less than 10% of our consolidated operations for all periods presented in these consolidated financial statements. Concentrations of Credit Risk Our assets that are potentially subject to concentrations of credit risk are cash and cash equivalents and accounts receivable. We manage the credit risk associated with these financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits and monitoring counterparties’ financial condition. Our receivables are spread over a number of customers, a majority of which are oil and natural gas exploration and production (“E&P”) companies representing private operators, publicly-traded independents, majors and other companies with operations in the key U.S. oil and gas producing basins as well as Australia and the Kingdom of Saudi Arabia. Our maximum exposure to credit loss in the event of non‑performance by the customer is limited to the receivable balance. We perform ongoing credit evaluations and monitoring as to the financial condition of our customers with respect to trade receivables. Generally, no collateral is required as a condition of sale. We also control our exposure associated with trade receivables by discontinuing sales and service to non-paying customers. For the year ended December 31, 2022, we had no customers representing more than 10% of total revenues. For the year ended December 31, 2021, one customer represented approximately 12% of total revenues. No customer represented 10% or more of total revenues for the year ended December 31, 2020. Significant Vendors The principal raw materials used in the manufacture of our products and rental equipment include forgings, 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 a majority of these items from vendors primarily located in the United States, China, India and Australia. For each of the three years ended December 31, 2022, no vendor represented more than 10% of our total third-party vendor purchases of raw materials, finished products, equipment, machining and other services. Tax Receivable Agreement (TRA) We account for amounts payable under the TRA in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies. As such, subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net. During the years ended December 31, 2022, 2021 and 2020, we recognized a $1.9 million loss, a $0.9 million gain and a $0.6 million loss on the change in the TRA liability, respectively. See Note 9 for further details on the TRA liability. Revenue Recognition The majority of our revenues are derived from short-term contracts for fixed consideration or in the case of frac equipment 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 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. Our revenues are derived from three sources: products, rentals, and field service and other: Product revenue. Product revenues are primarily derived from the sale of wellhead systems and production trees. Revenue is recognized when the products have shipped and the customer obtains control of the products. Rental revenue. Rental revenues are primarily derived from the rental of equipment, tools and products used for well control during the drilling and completion phases to customers. Our rental agreements are directly with our customers and provide for a rate based on the period of time the equipment is used or made available to the customer. In addition, customers are charged for repair costs, typically through an agreed upon rate for each rental job. Revenue is recognized ratably over the rental period, which tends to be short-term in nature with most equipment on site for less than 90 days. Field service and other revenue. We provide field services to our customers based on contractually agreed rates. Other revenues are derived from providing repair and reconditioning services to customers who have installed wellheads and production trees on their wellsite. Revenues are recognized as the services are performed or rendered. Foreign Currency Translation The financial position and results of operations of our foreign subsidiaries are measured using the local currency as the functional currency. Revenues and expenses of the subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet dates. The resulting translation gain and loss adjustments have been recorded directly as a separate component of other comprehensive income in the consolidated statements of comprehensive income and stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in our consolidated statements of income as incurred. Derivative Financial Instruments We utilize a hedging program to reduce the risks associated with changes in the value of monetary assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. Under this program, we utilize foreign currency forward contracts to offset gains or losses recorded upon remeasurement of assets and liabilities stated in the non-functional currencies of our subsidiaries. These forward contracts are not designated as hedges for accounting purposes. As such, we record changes in fair value of the forward contracts in our consolidated statements of income along with the gain or loss resulting from remeasurement of the U.S. dollar denominated financial assets and liabilities held by our foreign subsidiaries. The forward contracts are typically only 30 days in duration and are settled and renewed each month. As of December 31, 2022 and 2021, the fair value of our forward contracts were immaterial. Stock-based Compensation We measure the cost of equity‑based awards based on the grant date fair value and allocate the compensation expense over the requisite service period, which is usually the vesting period. Beginning with our 2021 grants, the grant date fair value is determined by the closing price of our Class A common stock on the grant date. Prior to 2021, the grant date fair value was determined by the average price of the trading high and trading low of our Class A common stock on the grant date. Income Taxes Deferred taxes are recorded using the asset and liability method, whereby tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax laws and rates expected to apply to taxable income in the year in which the differences are expected to reverse. We regularly evaluate the valuation allowances established for deferred tax assets for which future realization is uncertain. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. Cactus Inc. is a corporation and is subject to U.S. federal as well as state income tax related to its ownership percentage in Cactus LLC. Cactus LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes and files a U.S. Return of Partnership Income, which includes both our U.S. and foreign operations. Consequently, the members of Cactus LLC are taxed individually on their share of earnings for U.S. federal and state income tax purposes. However, Cactus LLC is subject to the Texas Margins Tax. Additionally, our operations in China, Australia and Saudi Arabia are subject to local country income taxes. See Note 5 “Income Taxes” for additional information regarding income taxes. Cash and Cash Equivalents Cash in excess of current operating requirements is invested in short-term interest-bearing investments with maturities of three months or less at the date of purchase and is stated at cost, which approximates fair value. Throughout the year we maintained cash balances that were not covered by federal deposit insurance. We have not experienced any losses in such accounts. 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 in the United States. 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 December 31, 2022 and 2021 was $34.9 million and $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 Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 741 $ 406 $ (86) $ (1) $ 1,060 Year Ended December 31, 2021 598 310 (167) — 741 Year Ended December 31, 2020 837 342 (581) — 598 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard cost (which approximates average cost). 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. The inventory obsolescence reserve was $20.5 million and $18.0 million as of December 31, 2022 and 2021, respectively. The following is a rollforward of our inventory obsolescence reserve: Balance at Beginning of Period Expense Write off Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 18,012 $ 2,739 $ (202) $ (61) $ 20,488 Year Ended December 31, 2021 14,637 3,490 (62) (53) 18,012 Year Ended December 31, 2020 9,772 4,840 (53) 78 14,637 Property and Equipment Property and equipment are stated at cost. We manufacture or construct most of our own rental assets and during the manufacture of these assets, they are reflected as construction in progress until complete. We depreciate the cost of property and equipment using the straight‑line method over the estimated useful lives and depreciate our rental assets to their salvage value. Leasehold improvements are amortized over the shorter of the remaining lease term or economic life of the related assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss are reflected in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and improvements are capitalized. Estimated useful lives are as follows: Land N/A Buildings and improvements 5 - 30 years Machinery and equipment 2 - 12 years Vehicles under finance lease 3 years Rental equipment 2 - 11 years Furniture and fixtures 5 years Computers and software 2 - 4 years Property and equipment as of December 31, 2022 and 2021 consists of the following: December 31, 2022 2021 Land $ 5,302 $ 3,203 Buildings and improvements 25,480 22,532 Machinery and equipment 57,883 56,937 Vehicles under finance lease 29,045 23,450 Rental equipment 194,088 180,704 Furniture and fixtures 1,759 1,755 Computers and software 3,068 3,495 Gross property and equipment 316,625 292,076 Less: Accumulated depreciation (200,573) (175,992) Net property and equipment 116,052 116,084 Construction in progress 13,946 13,033 Total property and equipment, net $ 129,998 $ 129,117 Depreciation and amortization was $34.1 million, $36.3 million and $40.5 million for 2022, 2021 and 2020, respectively. Depreciation and amortization expense is included in the consolidated statements of income as follows: Year Ended December 31, 2022 2021 2020 Cost of product revenue $ 3,022 $ 3,176 $ 3,506 Cost of rental revenue 23,663 25,812 28,063 Cost of field service and other revenue 6,986 6,863 8,075 Selling, general and administrative expenses 453 457 876 Total depreciation and amortization $ 34,124 $ 36,308 $ 40,520 Impairment of Long‑Lived Assets We review the recoverability of long‑lived assets, such as property and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre‑tax cash flows (undiscounted) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. We concluded there were no indicators evident or other circumstances present that these assets were not recoverable and accordingly, no impairment charges of long‑lived assets were recognized for 2022 and 2021. Due to reduced sales and cash flows in 2020, we assessed the recoverability of our long-lived assets at each interim period of 2020 and as of December 31, 2020. No impairments were recognized in 2020 as a result of these assessments. Goodwill Goodwill represents the excess of purchase price paid over the fair value of the net assets of acquired businesses. Our goodwill resulted from the acquisition of a manufacturing facility in Bossier City, Louisiana in 2011. The facility supports our full range of products, rentals and services. Goodwill is not amortized, but we evaluate at least annually whether it is impaired. Goodwill is considered impaired if the carrying amount of the reporting unit exceeds its estimated fair value. We conduct our annual assessment of the recoverability of goodwill as of December 31 of each year. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount or we elect not to perform a qualitative assessment, the quantitative assessment of goodwill test is performed. The goodwill impairment test is also performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If it is necessary to perform the quantitative assessment to determine if our goodwill is impaired, we typically utilize a discounted cash flow analysis using management’s projections that are subject to various risks and uncertainties of revenues, expenses and cash flows as well as assumptions regarding discount rates, terminal value and control premiums. Estimates of future cash flows and fair value are highly subjective and inherently imprecise. These estimates can change materially from period to period based on many factors. Accordingly, if conditions change in the future, we may record impairment losses, which could be material to any particular reporting period. Based on our annual impairment analysis using qualitative assessments, we concluded that there was no impairment of goodwill in 2022 and 2021. Due to the depressed oil price environment, reduced sales and cash flow projections and a significant decline in our market capitalization as of March 31, 2020, we assessed whether our goodwill may have been impaired as of March 31, 2020. Our quantitative impairment test using management’s current projections of revenues, expenses and cash flows as of March 31, 2020 calculated significant cushion and no impairment was recognized as a result of this assessment. Actual results during the remainder of the year were consistent with expectations and our forecasts had not materially changed; therefore, we concluded that our goodwill was not impaired at each subsequent interim period of 2020 and as of December 31, 2020. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 2021 Payroll, incentive compensation, payroll taxes and benefits $ 9,484 $ 7,030 Accrued professional fees and other 7,347 1,078 Accrued international freight and tariffs 5,887 14,794 Taxes other than income 2,728 1,641 Income based tax payable 2,537 1,182 Deferred revenue 1,450 1,764 Accrued workers’ compensation insurance 576 269 Accrued dividends 484 346 Product warranties 126 136 Total accrued expenses and other current liabilities $ 30,619 $ 28,240 Self-Insurance Accrued Expenses We maintain a partially self-insured health benefit plan which provides medical and prescription drug benefits to certain of our employees electing coverage under the plan. Our exposure is limited by individual and aggregate stop loss limits through third-party insurance carriers. Our self-insurance expense is accrued based upon the aggregate of the expected liability for reported claims and the estimated liability for claims incurred but not reported, based on historical claims experience provided by our third-party insurance advisors, adjusted as necessary based upon management’s reasoned judgment. Actual employee medical claims expense may differ from estimated loss provisions based on historical experience. The liabilities for these claims are included as a component of payroll, incentive compensation, payroll taxes and benefits in the table above and were $1.4 million and $1.1 million as of December 31, 2022 and 2021, respectively. Product Warranties We generally warrant our manufactured products for 12 months from the date placed in service. The estimated liability for product warranties is based on historical and current claims experience. Fair Value Measurements Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value based on the short-term nature of these accounts. The fair value of our foreign currency forwards is determined using market observable inputs including forward and spot prices (Level 2 inputs). We had no long-term debt outstanding as of December 31, 2022 or 2021. Employee Benefit Plans |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: December 31, 2022 2021 Raw materials $ 3,150 $ 1,870 Work-in-progress 5,444 4,288 Finished goods 152,689 113,659 Total inventories $ 161,283 $ 119,817 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt We had no debt outstanding as of December 31, 2022 and 2021. We had $0.1 million in letters of credit outstanding and were in compliance with all covenants under the ABL Credit Facility (as defined below) as of December 31, 2022. In August 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 first amended in September 2020 and provided for $75.0 million in revolving commitments. On July 25, 2022, the ABL Credit Facility was amended again for up to $80.0 million in revolving commitments, up to $15.0 million of which is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the ABL Credit Facility, Cactus LLC may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $130.0 million in revolving commitments. The ABL Credit Facility matures on 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. 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. Borrowings under the ABL Credit Facility bear interest at Cactus LLC’s option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin. Letters of credit issued under the ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings. The applicable margin ranges from 0.0% to 0.5% per annum for ABR borrowings and 1.25% to 1.75% per annum for Term Benchmark borrowings and, in each case, is based on the average quarterly availability under the ABL Credit Facility for the immediately preceding fiscal quarter. The unused portion of the ABL Credit Facility is subject to a commitment fee of 0.25% per annum. The ABL Credit Facility contains various covenants and restrictive provisions that limit Cactus LLC’s and each of its subsidiaries’ ability to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The obligations under the ABL Credit Facility are guaranteed by certain subsidiaries of Cactus LLC and secured by a security interest in the accounts receivable, inventory and certain other personal property assets of Cactus LLC and the guarantors. The ABL Credit Facility also requires Cactus LLC to maintain a fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of EBITDA (as defined therein) minus Unfinanced Capital Expenditures (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the ABL Credit Facility is under certain levels. If Cactus LLC fails to perform its obligations under the ABL Credit Facility, (i) the commitments under the ABL Credit Facility could be terminated, (ii) any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable and (iii) the lenders may commence foreclosure or other actions against the collateral. At December 31, 2022, although there were no borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.25%, plus the base rate of one, three or six month SOFR plus 0.10%, subject to a floor rate. At December 31, 2021, the applicable margin was 1.50% plus an adjusted base rate of one or three month LIBOR. On February 28, 2023, in connection with the acquisition of FlexSteel, the ABL Credit Facility was amended and restated in its entirety (the “Amended ABL Credit Facility”). The Amended ABL Credit Facility provides for a term loan of $125.0 million and up to $225.0 million in revolving commitments. The term loan under the Amended ABL Credit Facility matures on February 27, 2026 and any revolving loans under the Amended ABL Credit Facility mature on July 26, 2027. See further discussion of the Amended ABL Credit Facility in Note 15. Interest (Income) Expense, net Interest (income) expense, net, including deferred financing cost amortization, was comprised of the following: Year Ended December 31, 2022 2021 2020 Interest under bank facilities $ 268 $ 313 $ 317 Deferred financing cost amortization 165 168 168 Finance lease interest 628 520 639 Other 167 126 3 Interest income (4,942) (353) (1,828) Interest (income) expense, net $ (3,714) $ 774 $ (701) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Domestic and foreign components of income before income taxes were as follows: Year Ended December 31, 2022 2021 2020 Domestic $ 155,380 $ 64,139 $ 61,028 Foreign 21,172 11,006 9,157 Income before income taxes $ 176,552 $ 75,145 $ 70,185 The provision for income taxes consisted of: Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ (786) State 1,231 348 597 Foreign 4,900 2,497 4,211 Total current income taxes 6,131 2,845 4,022 Deferred: Federal 23,945 2,658 8,040 State 514 1,516 (253) Foreign 840 656 (839) Total deferred income taxes 25,299 4,830 6,948 Total provision for income taxes $ 31,430 $ 7,675 $ 10,970 The effective income tax rate was different from the statutory U.S. federal income tax rate due to the following: Year Ended December 31, 2022 2021 2020 Income taxes at 21% statutory tax rate $ 37,076 $ 15,780 $ 14,739 Net difference resulting from: Profit of non-controlling interest not subject to U.S. federal tax (7,339) (3,754) (5,508) Foreign income taxes (net of foreign tax credit) 2,104 2,423 269 State income taxes (excluding rate change) 2,910 1,348 883 Impact of change in forecasted state income tax rate (1,739) 1,347 (1,216) Foreign withholding taxes 1,225 730 462 Change in valuation allowance (1,381) (8,977) 2,840 Adjustments of prior year taxes (120) 79 (1,663) Stock compensation (1,743) (1,096) (34) Other 437 (205) 198 Total provision for income taxes $ 31,430 $ 7,675 $ 10,970 Our effective tax rate was 17.8%, 10.2% and 15.6% for the years ended December 31, 2022, 2021 and 2020, respectively. Our effective tax rate is typically lower than the federal statutory rate of 21% due to the fact that 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. The components of deferred tax assets and liabilities are as follows: December 31, 2022 2021 Investment in Cactus LLC $ 299,253 $ 292,956 Imputed interest 12,982 12,297 Tax credits 6,158 3,713 Net operating loss carryforwards 855 11,198 Other — 152 Deferred tax assets 319,248 320,316 Valuation allowance (17,604) (17,242) Deferred tax asset, net 301,644 303,074 Foreign withholding taxes 1,323 854 Other 643 318 Deferred tax liability, net $ 1,966 $ 1,172 As of December 31, 2022, our liability related to the TRA was $292.6 million, representing 85% of the calculated net cash savings in the United States federal, state and local and franchise tax that we anticipate realizing in future years from certain increases in tax basis and certain tax benefits attributed to imputed interest as a result of our acquisition of CW Units. We have determined it is more-likely-than-not that we will be able to utilize all of our tax basis subject to the TRA; therefore, we have recorded a liability related to the TRA for the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of our acquisition (or deemed acquisition for United States federal income tax purposes) of CW Units. If we determine the utilization of this tax basis is not more-likely-than-not in the future, our estimate of amounts to be paid under the TRA would be reduced. In this scenario, the reduction of the liability under the TRA would result in a benefit to our pre-tax consolidated results of operations in conjunction with an increase to the valuation allowance and an offsetting adjustment to tax expense. We record a deferred tax asset for the differences between our tax and book basis in the investment in Cactus LLC and imputed interest on the TRA. Based upon our cumulative earnings history and forecasted future sources of taxable income, we believe that we will be able to realize the majority of our U.S. deferred tax assets in the future. We do not expect to realize the portion of our deferred tax asset for our investment in Cactus LLC that may only be realizable through the sale or liquidation of the investment and our ability to generate sufficient capital gains. For the year ended December 31, 2022, as a result of redemptions of CW Units, we released $1.4 million of our valuation allowance and recorded a tax benefit of $1.4 million related to the realizable portion of the deferred tax asset. As of December 31, 2022, we have a valuation allowance of $12.2 million against the $299.3 million deferred tax asset. During the year ended December 31, 2021, as a result of redemptions of CW Units, we released $9.0 million of our valuation allowance and recorded a tax benefit of $9.0 million related to the realizable portion of the deferred tax asset. As of December 31, 2021, we had a valuation allowance of $13.5 million against the $293.0 million deferred tax asset. We also record deferred tax assets for imputed interest, certain tax credits and net operating loss carryforwards. As of December 31, 2022, we have a valuation allowance of $5.4 million against these deferred tax assets, primarily associated with our portion of Cactus LLC’s accrued foreign taxes and state tax credits, due to uncertainty of realization. As of December 31, 2022, we have deferred tax assets on U.S. federal and state net operating loss (“NOL”) carryforwards of approximately $0.8 million and $0.1 million, respectively, which can be used to offset U.S. federal and state taxes payable in future years. The U.S. federal NOL carryforwards have no expiration date whereas the U.S. state NOL carryforwards generally will expire in periods beginning in 2040. As of December 31, 2022 and 2021, we had no uncertain tax positions. None of our federal or state income tax returns are currently under examination by state taxing authorities. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationWe have a long-term incentive plan (“LTIP”) that provides for the grant of various stock-based compensation awards at the discretion of our compensation committee of our board of directors. Employees and non-employee directors are eligible to receive awards under the LTIP. Stock-based awards granted pursuant to the LTIP are expected to be settled in shares of our Class A common stock if they vest. Our stock-based awards do not have voting rights prior to vesting. Dividends declared are accumulated and paid upon vesting. We account for forfeitures when they occur and recognize the impact to stock-based compensation expense at that time. We recorded $10.6 million of stock-based compensation expense during the year ended December 31, 2022 and $8.6 million during each of the years ended December 31, 2021 and 2020. Stock-based compensation expense is primarily recorded in selling, general and administrative expenses. We recognized $1.7 million, $1.1 million and $34 thousand in tax benefits for tax deductions from the vesting of stock-based awards benefits during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, 1.1 million stock awards were available for grant. Restricted Stock Units Restricted stock units (“RSUs”) granted to our key employees generally vest over a three-year period (vesting ratably in equal tranches over a three-year period); however, RSUs granted to our non-employee directors generally vest on the first anniversary of the grant date. We recognize compensation expense over the requisite service period using straight-line amortization. The following table summarizes our RSU activity during the year ended December 31, 2022 (RSUs in thousands): No. of RSUs Weighted Average Grant Date Fair Value ($) Nonvested as of December 31, 2021 476 $ 24.29 Granted 151 55.06 Vested (253) 25.37 Forfeited (24) 31.75 Nonvested as of December 31, 2022 350 $ 36.27 There was approximately $7.9 million of unrecognized compensation expense relating to the unvested RSUs as of December 31, 2022. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 1.9 years. Performance Stock Units Performance stock units (“PSUs”) are granted to our executive officers. Under these awards, the number of shares vested and earned is currently determined at the end of a three-year performance period based on our Return on Capital Employed (“ROCE”). The number of shares earned may range from 0% to 200% of the target units set forth in the applicable award agreement and is determined at the end of the performance period conditioned upon continued service and on our achievement of certain predefined targets as defined in the underlying performance stock unit agreements. PSUs cliff vest upon conclusion of the three-year performance period. As the ROCE target represents a performance condition, we recognize compensation expense for the performance share units on a straight-line basis over three years based on the probable outcome of the ROCE performance. In 2020, we granted PSU awards that contained a two-year and a three-year performance period. Our ROCE performance over the two-year period did not meet the minimum requirements for vesting; therefore, the portions of the awards related to the two-year performance period were forfeited as of December 31, 2021. As of December 31, 2020, we had not recognized compensation expense related to any of the 2020 awards as it was not probable that the minimum performance level would be achieved for each award as determined by the actual and forecasted ROCE performance over the applicable performance periods. In 2021, we recorded a cumulative catch-up of compensation expense for the portions of the awards related to the three-year performance period as it was probable that the minimum ROCE performance level would be achieved. Based on actual ROCE performance from 2020 through 2022, these PSUs vested at 80% of target; therefore, a portion of the awards related to the three-year performance period were forfeited as of December 31, 2022. The following table summarizes our PSU activity during the year ended December 31, 2022 (PSUs in thousands at their target number of shares which assumes achievement of 100% of target): No. of PSUs Weighted Average Grant Date Fair Value ($) Nonvested as of December 31, 2021 198 $ 20.80 Granted 68 55.02 Vested (96) 13.66 Forfeited (42) 23.26 Nonvested as of December 31, 2022 128 $ 43.63 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We disaggregate revenue from contracts with customers into three revenue categories: (i) product revenues, (ii) rental revenues and (iii) field service and other revenues. We have predominately domestic operations, with a small amount of sales in Australia, the Kingdom of Saudi Arabia and other international markets. For the year ended December 31, 2022, we derived 66% of our total revenues from the sale of our products, 14% of our total revenues from rental and 20% of our total revenues from field service and other. This compares to 64% of our total revenues from the sale of our products, 14% of our total revenues from rental and 22% of our total revenues from field service and other for the year ended December 31, 2021. In 2020, we derived 59% of our total revenues from the sale of our products, 19% from rental and 22% from field service and other. The following table presents our revenues disaggregated by category: Year Ended December 31, 2022 2021 2020 Product revenue $ 452,615 $ 280,907 $ 206,801 Rental revenue 100,453 61,629 66,169 Field service and other revenue 135,301 96,053 75,596 Total revenue $ 688,369 $ 438,589 $ 348,566 At December 31, 2022, we had a deferred revenue balance of $1.5 million compared to the December 31, 2021 balance of $1.8 million included in accrued expenses and other current liabilities in the consolidated balance sheets. Deferred revenue represents our obligation to transfer products 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 December 31, 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LeasesWe lease real estate, apartments, forklifts, vehicles and other equipment under non-cancellable agreements. Certain of our leases include one or more options to renew, with renewal terms that can extend the lease term from one The following are the components of operating and finance lease costs: Year Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 5,516 $ 4,906 Interest expense 628 520 Operating lease cost 6,564 6,638 Short-term lease cost 1,515 1,894 Sublease income (353) (265) Total lease cost $ 13,870 $ 13,693 The following is supplemental cash flow information for our operating and finance leases: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 628 $ 520 Operating cash flows from operating leases 6,524 5,398 Financing cash flows from finance leases 6,055 5,205 Total $ 13,207 $ 11,123 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,565 $ 5,342 Finance leases 7,941 9,941 Total $ 14,506 $ 15,283 The following is the aggregate future lease payments for operating and finance leases as of December 31, 2022: Operating Finance 2023 $ 5,431 $ 6,442 2024 4,420 4,963 2025 3,458 2,117 2026 2,711 111 2027 2,640 — Thereafter 7,410 — Total undiscounted lease payments 26,070 13,633 Less: effects of discounting (2,918) (1,264) Present value of lease payments $ 23,152 $ 12,369 The following represents the average lease terms and discount rates for our operating and finance leases: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Finance leases 2.0 years 2.1 years Operating leases 6.5 years 5.8 years Weighted average discount rate Finance leases 11.97 % 8.58 % Operating leases 2.96 % 3.01 % one |
Leases | LeasesWe lease real estate, apartments, forklifts, vehicles and other equipment under non-cancellable agreements. Certain of our leases include one or more options to renew, with renewal terms that can extend the lease term from one The following are the components of operating and finance lease costs: Year Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 5,516 $ 4,906 Interest expense 628 520 Operating lease cost 6,564 6,638 Short-term lease cost 1,515 1,894 Sublease income (353) (265) Total lease cost $ 13,870 $ 13,693 The following is supplemental cash flow information for our operating and finance leases: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 628 $ 520 Operating cash flows from operating leases 6,524 5,398 Financing cash flows from finance leases 6,055 5,205 Total $ 13,207 $ 11,123 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,565 $ 5,342 Finance leases 7,941 9,941 Total $ 14,506 $ 15,283 The following is the aggregate future lease payments for operating and finance leases as of December 31, 2022: Operating Finance 2023 $ 5,431 $ 6,442 2024 4,420 4,963 2025 3,458 2,117 2026 2,711 111 2027 2,640 — Thereafter 7,410 — Total undiscounted lease payments 26,070 13,633 Less: effects of discounting (2,918) (1,264) Present value of lease payments $ 23,152 $ 12,369 The following represents the average lease terms and discount rates for our operating and finance leases: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Finance leases 2.0 years 2.1 years Operating leases 6.5 years 5.8 years Weighted average discount rate Finance leases 11.97 % 8.58 % Operating leases 2.96 % 3.01 % one |
Leases | LeasesWe lease real estate, apartments, forklifts, vehicles and other equipment under non-cancellable agreements. Certain of our leases include one or more options to renew, with renewal terms that can extend the lease term from one The following are the components of operating and finance lease costs: Year Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 5,516 $ 4,906 Interest expense 628 520 Operating lease cost 6,564 6,638 Short-term lease cost 1,515 1,894 Sublease income (353) (265) Total lease cost $ 13,870 $ 13,693 The following is supplemental cash flow information for our operating and finance leases: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 628 $ 520 Operating cash flows from operating leases 6,524 5,398 Financing cash flows from finance leases 6,055 5,205 Total $ 13,207 $ 11,123 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,565 $ 5,342 Finance leases 7,941 9,941 Total $ 14,506 $ 15,283 The following is the aggregate future lease payments for operating and finance leases as of December 31, 2022: Operating Finance 2023 $ 5,431 $ 6,442 2024 4,420 4,963 2025 3,458 2,117 2026 2,711 111 2027 2,640 — Thereafter 7,410 — Total undiscounted lease payments 26,070 13,633 Less: effects of discounting (2,918) (1,264) Present value of lease payments $ 23,152 $ 12,369 The following represents the average lease terms and discount rates for our operating and finance leases: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Finance leases 2.0 years 2.1 years Operating leases 6.5 years 5.8 years Weighted average discount rate Finance leases 11.97 % 8.58 % Operating leases 2.96 % 3.01 % one |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Tax Receivable Agreement | |
Tax Receivable Agreement | Tax Receivable Agreement In connection with our IPO, we entered into the TRA with certain direct and indirect owners of Cactus LLC (the “TRA Holders”). The TRA 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 as a result of (i) certain increases in tax basis that occur as a result of Cactus Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s CW Units in connection with our IPO or any subsequent offering, or pursuant to any other exercise of the Redemption Right or the Call Right (each as defined below), (ii) certain increases in tax basis resulting from the repayment of borrowings outstanding under Cactus LLC’s term loan facility in connection with our IPO and (iii) imputed interest deemed to be paid by Cactus Inc. as a result of, and additional tax basis arising from, any payments Cactus Inc. makes under the TRA. We retain the remaining 15% of the cash savings. The TRA liability is calculated by determining the tax basis subject to TRA (“tax basis”) and applying a blended tax rate to the basis differences and 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. As of December 31, 2022, the total liability from the TRA was $292.6 million with $27.5 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 relating to Cactus LLC, 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity As of December 31, 2022, Cactus Inc. owned 80.3% of Cactus LLC, as compared to 78.0% as of December 31, 2021. As of December 31, 2022, Cactus Inc. had outstanding 60.9 million shares of Class A common stock (representing 80.3% of the total voting power) and 15.0 million shares of Class B common stock (representing 19.7% of the total voting power). Redemptions of CW Units Pursuant to the Cactus Wellhead LLC Agreement, each holder of CW Units had, subject to certain limitations, the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at Cactus LLC’s election, (x) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, Cactus Inc. (instead of Cactus LLC) will have the right (the “Call Right”) to acquire each tendered CW Unit directly from the exchanging CW Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash. In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock, par value $0.01 per share (“Class B common stock”), will be canceled. Any exercise by Cactus LLC or Cactus Inc. of the right to acquire redeemed CW Units for cash must be approved by the board of directors of Cactus Inc. To date, neither Cactus Inc. nor Cactus LLC have elected to acquire CW Units for cash in connection with exchanges by CW Unit Holders. It is the policy of Cactus Inc. that any exercise by Cactus Inc. or Cactus LLC of the right to acquire redeemed CW Units for cash must be approved by a majority of those members of the board of directors of Cactus Inc. who have no interest in such transaction. Since our IPO in February 2018, 45.6 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. For more information regarding our IPO, see our Annual Report on Form 10-K for the year ended December 31, 2018. The following is a rollforward of ownership of legacy CW Units by CW Unit Holders for the three years ended December 31, 2022: CW Units (in thousands) CW Units held by legacy CW Unit Holders as of December 31, 2019 27,958 CW Unit redemptions (303) CW Units held by legacy CW Unit Holders as of December 31, 2020 27,655 March 2021 Secondary Offering (6,273) Cadent redemption in June 2021 (3,292) Cadent redemption in September 2021 (715) Other CW Unit redemptions (701) CW Units held by legacy CW Unit Holders as of December 31, 2021 16,674 CW Unit redemptions (1,696) CW Units held by legacy CW Unit Holders as of December 31, 2022 14,978 Outside of the redemptions associated with the 2021 Secondary Offering (as defined below) and the 2021 redemptions by Cadent (as defined below) and its affiliates, certain legacy CW Unit Holders redeemed 1.7 million, 0.7 million and 0.3 million CW Units (together with a corresponding number of shares of Class B common stock) pursuant to the Redemption Right for the years ended December 31, 2022, 2021 and 2020, respectively. 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 canceled) and issued 1.7 million, 0.7 million and 0.3 million shares of Class A common stock to the redeeming CW Unit Holders during the same respective time periods. Pursuant to the TRA, as described in Note 9, CW Unit redemptions create additional TRA liability. As a result of all of the CW Unit redemptions during the years ended December 31, 2022, 2021 and 2020, Cactus Inc. increased its ownership in Cactus LLC and accordingly, increased its equity by approximately $13.7 million, $79.4 million and $2.2 million, respectively, resulting from a reduction in the non-controlling interest. 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 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 canceled) 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 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. 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 its general partner, Cadent Energy Partners II - GP, L.P., (“Cadent GP”), and its manager, Cadent Management Services, LLC (“Cadent Management”). 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 canceled 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 Cactus Inc. voting shares outstanding. On September 13, 2021, Cadent GP and Cadent Management transferred their aggregate ownership of 228,878 CW Units, together with a corresponding number of shares of Class B common stock, to their respective owners, which included certain Cactus Inc. board members and executive management. The transfers were made at the discretion of Cadent GP and Cadent Management without the consent of the transferees. Additionally, Cadent GP and Cadent Management redeemed their remaining 715,215 CW Units held, together with a corresponding number of shares of Class B 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 canceled and Cactus Inc. issued 715,215 new shares of Class A common stock. Cactus received no proceeds from these events, and there was no change in the combined number of Cactus Inc. voting shares outstanding. Dividends Aggregate cash dividends of $0.44, $0.38 and $0.36 per share of Class A common stock declared during the years ended December 31, 2022, 2021 and 2020 totaled $26.9 million, $21.2 million and $17.4 million, respectively. Cash dividends paid during the years ended December 31, 2022, 2021 and 2020 totaled $26.7 million, $21.2 million and $17.1 million, respectively. Dividends accrue on unvested stock-based awards on the date of record and are paid upon vesting. Dividends are not paid to our Class B common stock holders; however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to our CW Unit Holders for any dividends declared on our Class A common stock. See Note 11 “Related Party Transactions” for further discussion of distributions made by Cactus LLC. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions When needed, we rent a plane under dry-lease from a company owned by a member of Cactus LLC. These transactions are under short-term rental arrangements and the agreement governing these transactions does not qualify as a lease. Effective January 1, 2022, we pay a base hourly rent of $2,500 per flight hour of use (increased from $1,750 per flight hour) of the aircraft, payable monthly, for the hours of aircraft operation. During each of the years ended December 31, 2022 and 2021, expense recognized in connection with these rentals totaled $0.2 million as compared to $0.1 million during the year ended December 31, 2020. As of December 31, 2022 and 2021, we owed less than $0.1 million to the related party which are included in accounts payable in the consolidated balance sheets. We are also responsible for employing pilots and fuel expenses. Our Chief Executive Officer and Chief Operating Officer reimburse the Company up to $2,350 per day for their personal use of the pilots employed by the Company, depending on how many company pilots are utilized for the day. The TRA agreement is with certain direct and indirect holders of CW Units, including certain of our officers, directors and employees. These TRA Holders have the right in the future to receive 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. The total liability from the TRA as of December 31, 2022 was $292.6 million. We pay professional fees to assist with maintenance of the TRA and composite tax payments in advance of the state tax return filings which are reimbursable from the TRA Holders. As of December 31, 2022 and 2021, amounts due from the TRA Holders for fees and estimated state tax payments made on their behalf totaled $0.1 million and $0.2 million, respectively. The balances are included in accounts receivable, net in the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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: Year Ended December 31, 2022 2021 2020 Numerator: Net income attributable to Cactus Inc.—basic $ 110,174 $ 49,593 $ 34,446 Net income attributable to non-controlling interest (1) 27,235 13,744 19,934 Net income attributable to Cactus Inc.—diluted (1) $ 137,409 $ 63,337 $ 54,380 Denominator: Weighted average Class A shares outstanding—basic 60,323 55,398 47,457 Effect of dilutive shares 16,014 20,709 28,038 Weighted average Class A shares outstanding—diluted 76,337 76,107 75,495 Earnings per Class A share—basic $ 1.83 $ 0.90 $ 0.73 Earnings per Class A share—diluted (1) $ 1.80 $ 0.83 $ 0.72 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Non-cash investing and financing activities were as follows: Year Ended December 31, 2022 2021 2020 Right-of-use assets obtained in exchange for new lease obligations $ 14,506 $ 15,283 $ 4,302 Property and equipment in accounts payable 1,369 405 197 Cash paid for interest and income taxes was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for interest $ 1,063 $ 959 $ 959 Cash paid for income taxes, net 5,502 4,542 1,600 During the years ended December 31, 2022, 2021 and 2020, we issued 1.7 million, 11.0 million and 0.3 million shares of Class A common stock, respectively, pursuant to redemptions of CW Units by holders thereof. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On December 30, 2022, Cactus Inc. and its newly-formed subsidiary, Atlas Merger Sub, LLC, entered into a definitive agreement (the “Merger Agreement”) to acquire HighRidge Resources, Inc. and its subsidiaries (“HighRidge”) on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). The Merger Agreement provided Cactus with the opportunity to acquire FlexSteel, a wholly-owned subsidiary of HighRidge and a leading manufacturer and provider of differentiated onshore spoolable pipe technologies and associated installation services. On January 13, 2023, Cactus Inc. completed an underwritten offering of 3,224,300 shares of Class A common stock at a price to the underwriters of $51.36 per share for net proceeds of $165.6 million (net of $6.9 million of underwriting discounts and commissions). Following the offering, Cactus Inc. owned 81.1% and CW Unit Holders owned 18.9% of Cactus LLC, which was based on 64.1 million shares of Class A common stock issued and outstanding and 15.0 million shares of Class B common stock issued and outstanding. The Merger closed on February 28, 2023 whereby Atlas Merger Sub, LLC merged into HighRidge, with HighRidge being the surviving entity. HighRidge’s primary purpose was to own 100% of the equity in FlexSteel Holdings, Inc. Subsequent to the Merger, FlexSteel Holdings, Inc. was converted into a limited liability company, now named FlexSteel Holdings, LLC (previously defined as “FlexSteel”). Also subsequent to the Merger, Cactus Inc. contributed HighRidge to Cactus Acquisitions LLC, a newly created entity, whereby HighRidge was converted into a limited liability company. Finally, Cactus Acquisitions LLC contributed FlexSteel to Cactus Companies, LLC who acquired all of the outstanding units of Cactus LLC in exchange for an equal number CC Units (as defined below) prior to the Merger closing. We acquired FlexSteel on a cash-free, debt-free basis, for a purchase price of approximately $621.2 million, subject to certain working capital, debt and other customary adjustments set forth in the Merger Agreement. In addition to the upfront consideration, there is a potential future earn-out payment of up to $75 million to be paid no later than the third quarter of 2024, if certain revenue growth targets are met by FlexSteel. We funded the upfront purchase price using a combination of $165.6 million of net proceeds received from the public offering of shares of our Class A common stock completed on January 13, 2023, borrowings under the Amended ABL Credit Facility and available cash on hand at the time of closing. We believe this acquisition enhances Cactus’ position as a premier manufacturer and provider of highly engineered equipment to the E&P industry and expands our reach further downstream. We also believe FlexSteel’s products are highly complementary to Cactus’ equipment at the wellsite and provides meaningful growth potential for Cactus. The acquisition is being accounted for using the acquisition method of accounting, with Cactus being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities will be recorded at their respective fair values as of the date of the completion of the Merger. The preliminary purchase price allocation is not complete as of the date of this report and will be an ongoing process for up to one year subsequent to the closing date of the transaction. Determining the fair value of the assets and liabilities of FlexSteel requires judgment and certain assumptions to be made. The Merger was structured as a tax-free reorganization for United States federal income tax purposes. In connection with the Merger, Cactus recognized approximately $8.4 million of transaction costs for the year ended December 31, 2022. These fees primarily related to legal, accounting and consulting fees and are included in selling, general and administrative expenses in the statements of income. As part of an internal reorganization (the “CC Reorganization”) in connection with the Merger, Cactus Companies, LLC (“Cactus Companies”) was formed and on February 27, 2023, Cactus Companies acquired all of the outstanding units of Cactus LLC in exchange for an equal number of units representing limited liability company interests in Cactus Companies (“CC Units”) issued to each of the previous owners of CW Units. Upon the completion of the CC Reorganization, CW Unit Holders ceased to be holders of CW Units and, instead, became holders of a number of CC Units equal to the number of CW Units such CW Unit Holders held immediately prior to the completion of the CC Reorganization. Following the completion of the CC Reorganization, CC Unit Holders own one share of our Class B Common Stock for each CC Unit such CC Unit Holder owns. Cactus Inc. is a holding company whose only material asset is an equity interest consisting of CC Units, following the completion of the CC Reorganization, and was CW Units from the IPO until the CC Reorganization. Cactus Inc. was the sole managing member of Cactus LLC upon completion of our IPO until the CC Reorganization and became the sole managing member of Cactus Companies upon completion of the CC Reorganization. In connection with the CC Reorganization, Cactus Inc. and the owners of CC Units entered into the Limited Liability Company Operating Agreement of Cactus Companies (the “Cactus Companies LLC Agreement”), which contains substantially the same terms and conditions as the Second Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), which was the limited liability company operating agreement of Cactus LLC prior to the CC Reorganization. Cactus Inc. was responsible for all operational, management and administrative decisions relating to Cactus LLC’s business for the period from completion of our IPO until the CC Reorganization and relating to Cactus Companies’ business for periods after the CC Reorganization. Pursuant to the Cactus Companies LLC Agreement, each holder of CC Units has, subject to certain limitations, the right to cause Cactus Companies to acquire all or at least a minimum portion of its CC Units for, at Cactus Companies’ election, (x) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each CC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. Alternatively, upon the exercise of such redemption right, Cactus Inc. (instead of Cactus Companies) has the right to acquire each tendered CC Unit directly from the exchanging CC Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash. In connection with any redemption of CC Units pursuant to such redemption right or our alternative right to acquire each tendered CC Unit, the corresponding number of shares of Class B common stock would be canceled. On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as Borrower under the ABL Credit Facility and the ABL Credit Facility was amended and restated in its entirety (the “Amended ABL Credit Facility”). The Amended ABL Credit Facility provides for a term loan of $125.0 million, the full amount of which was borrowed at closing of the Amended ABL Credit Facility to fund a portion of the Merger, and up to $225.0 million in revolving commitments, up to $20.0 million of which is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies LLC may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $275.0 million in revolving commitments. The term loan under the Amended ABL Credit Facility matures on February 27, 2026 and any revolving loans under the Amended ABL Credit Facility mature on July 26, 2027. The maximum amount that Cactus Companies may borrow under the Amended 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. Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either the ABR rate or the Term Benchmark rate, plus, in each case, an applicable margin. Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings. The applicable margin for term loan borrowings is 2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan Term Benchmark borrowings. The applicable margin for revolving loan borrowings ranges from 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per annum for revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under the Amended ABL Credit Facility for the immediately preceding fiscal quarter. The unused portion of revolving commitment under the Amended ABL Credit Facility is subject to a commitment fee of 0.25% per annum. The term loan is required to be repaid in regular set amounts starting March 31, 2023 as set forth in the amortization schedule in the Amended ABL Credit Facility. The term loan can be prepaid without the payment of any prepayment premium (other than customary breakage costs for Term Benchmark borrowings). The Amended ABL Credit Facility contains various covenants and restrictive provisions that limit Cactus Companies’ and each of its subsidiaries’ ability to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The obligations under the Amended ABL Credit Facility are guaranteed by certain subsidiaries of Cactus Companies and secured by a security interest in accounts receivable, inventory, equipment and certain other real and personal property assets of Cactus Companies and the guarantors. Until the term loan is paid in full, the Amended ABL Credit Facility requires Cactus Companies to maintain a leverage ratio no greater than 2.50 to 1.00 based on the ratio of Total Indebtedness (as defined therein) to EBITDA (as defined therein). The Amended ABL Credit Facility also requires Cactus Companies to maintain a minimum fixed charge coverage ratio of 1.00 to 1.00 based on the ratio of EBITDA (as defined therein) minus Unfinanced Capital Expenditures (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the Amended ABL Credit Facility is under certain levels. If Cactus Companies fails to perform its obligations under the Amended ABL Credit Facility, (i) the revolving commitments under the Amended ABL Credit Facility could be terminated, (ii) any outstanding borrowings under the Amended ABL Credit Facility may be declared immediately due and payable and (iii) the lenders may commence foreclosure or other actions against the collateral. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Other Items (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Cactus Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of EstimatesIn 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. |
Segment Information | Segment Information We operate in a single operating segment, which reflects how we manage our business and the fact that all of our products and services are dependent upon the oil and natural gas industry. Substantially all of our products and services are sold in the U.S. to oil and natural gas exploration and production companies. We operate in the United States, Australia, China and the Kingdom of Saudi Arabia. Our operations outside of the United States represented less than 10% of our consolidated operations for all periods presented in these consolidated financial statements. |
Concentration of Credit Risk | Concentrations of Credit Risk Our assets that are potentially subject to concentrations of credit risk are cash and cash equivalents and accounts receivable. We manage the credit risk associated with these financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits and monitoring counterparties’ financial condition. Our receivables are spread over a number of customers, a majority of which are oil and natural gas exploration and production (“E&P”) companies representing private operators, publicly-traded independents, majors and other companies with operations in the key U.S. oil and gas producing basins as well as Australia and the Kingdom of Saudi Arabia. Our maximum exposure to credit loss in the event of non‑performance by the customer is limited to the receivable balance. We perform ongoing credit evaluations and monitoring as to the financial condition of our customers with respect to trade receivables. Generally, no collateral is required as a condition of sale. We also control our exposure associated with trade receivables by discontinuing sales and service to non-paying customers. For the year ended December 31, 2022, we had no customers representing more than 10% of total revenues. For the year ended December 31, 2021, one customer represented approximately 12% of total revenues. No customer represented 10% or more of total revenues for the year ended December 31, 2020. |
Significant Vendors | Significant Vendors The principal raw materials used in the manufacture of our products and rental equipment include forgings, 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 a majority of these items from vendors primarily located in the United States, China, India and Australia. For each of the three years ended December 31, 2022, no vendor represented more than 10% of our total third-party vendor purchases of raw materials, finished products, equipment, machining and other services. |
Tax Receivable Agreement (TRA) | Tax Receivable Agreement (TRA) We account for amounts payable under the TRA in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies. As such, subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net. During the years ended December 31, 2022, 2021 and 2020, we recognized a $1.9 million loss, a $0.9 million gain and a $0.6 million loss on the change in the TRA liability, respectively. See Note 9 for further details on the TRA liability. |
Revenue Recognition | Revenue Recognition The majority of our revenues are derived from short-term contracts for fixed consideration or in the case of frac equipment 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 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. Our revenues are derived from three sources: products, rentals, and field service and other: Product revenue. Product revenues are primarily derived from the sale of wellhead systems and production trees. Revenue is recognized when the products have shipped and the customer obtains control of the products. Rental revenue. Rental revenues are primarily derived from the rental of equipment, tools and products used for well control during the drilling and completion phases to customers. Our rental agreements are directly with our customers and provide for a rate based on the period of time the equipment is used or made available to the customer. In addition, customers are charged for repair costs, typically through an agreed upon rate for each rental job. Revenue is recognized ratably over the rental period, which tends to be short-term in nature with most equipment on site for less than 90 days. |
Foreign Currency Translation | Foreign Currency Translation The financial position and results of operations of our foreign subsidiaries are measured using the local currency as the functional currency. Revenues and expenses of the subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet dates. The resulting translation gain and loss adjustments have been recorded directly as a separate component of other comprehensive income in the consolidated statements of comprehensive income and stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in our consolidated statements of income as incurred. |
Derivative Financial Instruments | Derivative Financial Instruments We utilize a hedging program to reduce the risks associated with changes in the value of monetary assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. Under this program, we utilize foreign currency forward contracts to offset gains or losses recorded upon remeasurement of assets and liabilities stated in the non-functional currencies of our subsidiaries. These forward contracts are not designated as hedges for accounting purposes. As such, we record changes in fair value of the forward contracts in our consolidated statements of income along with the gain or loss resulting from remeasurement of the U.S. dollar denominated financial assets and liabilities held by our foreign subsidiaries. The forward contracts are typically only 30 days in duration and are settled and renewed each month. As of December 31, 2022 and 2021, the fair value of our forward contracts were immaterial. |
Stock-based Compensation | Stock-based CompensationWe measure the cost of equity‑based awards based on the grant date fair value and allocate the compensation expense over the requisite service period, which is usually the vesting period. Beginning with our 2021 grants, the grant date fair value is determined by the closing price of our Class A common stock on the grant date. Prior to 2021, the grant date fair value was determined by the average price of the trading high and trading low of our Class A common stock on the grant date. |
Income Taxes | Income Taxes Deferred taxes are recorded using the asset and liability method, whereby tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax laws and rates expected to apply to taxable income in the year in which the differences are expected to reverse. We regularly evaluate the valuation allowances established for deferred tax assets for which future realization is uncertain. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. Cactus Inc. is a corporation and is subject to U.S. federal as well as state income tax related to its ownership percentage in Cactus LLC. Cactus LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes and files a U.S. Return of Partnership Income, which includes both our U.S. and foreign operations. Consequently, the |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash in excess of current operating requirements is invested in short-term interest-bearing investments with maturities of three months or less at the date of purchase and is stated at cost, which approximates fair value. Throughout the year we maintained cash balances that were not covered by federal deposit insurance. We have not experienced any losses in such accounts. |
Accounts Receivable | 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 in the United States. 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 December 31, 2022 and 2021 was $34.9 million and $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 Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 741 $ 406 $ (86) $ (1) $ 1,060 Year Ended December 31, 2021 598 310 (167) — 741 Year Ended December 31, 2020 837 342 (581) — 598 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard cost (which approximates average cost). 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. The inventory obsolescence reserve was $20.5 million and $18.0 million as of December 31, 2022 and 2021, respectively. The following is a rollforward of our inventory obsolescence reserve: Balance at Beginning of Period Expense Write off Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 18,012 $ 2,739 $ (202) $ (61) $ 20,488 Year Ended December 31, 2021 14,637 3,490 (62) (53) 18,012 Year Ended December 31, 2020 9,772 4,840 (53) 78 14,637 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. We manufacture or construct most of our own rental assets and during the manufacture of these assets, they are reflected as construction in progress until complete. We depreciate the cost of property and equipment using the straight‑line method over the estimated useful lives and depreciate our rental assets to their salvage value. Leasehold improvements are amortized over the shorter of the remaining lease term or economic life of the related assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss are reflected in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and improvements are capitalized. Estimated useful lives are as follows: Land N/A Buildings and improvements 5 - 30 years Machinery and equipment 2 - 12 years Vehicles under finance lease 3 years Rental equipment 2 - 11 years Furniture and fixtures 5 years Computers and software 2 - 4 years Property and equipment as of December 31, 2022 and 2021 consists of the following: December 31, 2022 2021 Land $ 5,302 $ 3,203 Buildings and improvements 25,480 22,532 Machinery and equipment 57,883 56,937 Vehicles under finance lease 29,045 23,450 Rental equipment 194,088 180,704 Furniture and fixtures 1,759 1,755 Computers and software 3,068 3,495 Gross property and equipment 316,625 292,076 Less: Accumulated depreciation (200,573) (175,992) Net property and equipment 116,052 116,084 Construction in progress 13,946 13,033 Total property and equipment, net $ 129,998 $ 129,117 Depreciation and amortization was $34.1 million, $36.3 million and $40.5 million for 2022, 2021 and 2020, respectively. Depreciation and amortization expense is included in the consolidated statements of income as follows: Year Ended December 31, 2022 2021 2020 Cost of product revenue $ 3,022 $ 3,176 $ 3,506 Cost of rental revenue 23,663 25,812 28,063 Cost of field service and other revenue 6,986 6,863 8,075 Selling, general and administrative expenses 453 457 876 Total depreciation and amortization $ 34,124 $ 36,308 $ 40,520 |
Impairment of Long-Lived Assets | Impairment of Long‑Lived AssetsWe review the recoverability of long‑lived assets, such as property and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre‑tax cash flows (undiscounted) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. We concluded there were no indicators evident or other circumstances present that these assets were not recoverable and accordingly, no impairment charges of long‑lived assets were recognized for 2022 and 2021. Due to reduced sales and cash flows in 2020, we assessed the recoverability of our long-lived assets at each interim period of 2020 and as of December 31, 2020. No impairments were recognized in 2020 as a result of these assessments. |
Goodwill | Goodwill Goodwill represents the excess of purchase price paid over the fair value of the net assets of acquired businesses. Our goodwill resulted from the acquisition of a manufacturing facility in Bossier City, Louisiana in 2011. The facility supports our full range of products, rentals and services. Goodwill is not amortized, but we evaluate at least annually whether it is impaired. Goodwill is considered impaired if the carrying amount of the reporting unit exceeds its estimated fair value. We conduct our annual assessment of the recoverability of goodwill as of December 31 of each year. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount or we elect not to perform a qualitative assessment, the quantitative assessment of goodwill test is performed. The goodwill impairment test is also performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If it is necessary to perform the quantitative assessment to determine if our goodwill is impaired, we typically utilize a discounted cash flow analysis using management’s projections that are subject to various risks and uncertainties of revenues, expenses and cash flows as well as assumptions regarding discount rates, terminal value and control premiums. Estimates of future cash flows and fair value are highly subjective and inherently imprecise. These estimates can change materially from period to period based on many factors. Accordingly, if conditions change in the future, we may record impairment losses, which could be material to any particular reporting period. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 2021 Payroll, incentive compensation, payroll taxes and benefits $ 9,484 $ 7,030 Accrued professional fees and other 7,347 1,078 Accrued international freight and tariffs 5,887 14,794 Taxes other than income 2,728 1,641 Income based tax payable 2,537 1,182 Deferred revenue 1,450 1,764 Accrued workers’ compensation insurance 576 269 Accrued dividends 484 346 Product warranties 126 136 Total accrued expenses and other current liabilities $ 30,619 $ 28,240 Self-Insurance Accrued Expenses We maintain a partially self-insured health benefit plan which provides medical and prescription drug benefits to certain of our employees electing coverage under the plan. Our exposure is limited by individual and aggregate stop loss limits through third-party insurance carriers. Our self-insurance expense is accrued based upon the aggregate of the expected liability for reported claims and the estimated liability for claims incurred but not reported, based on historical claims experience provided by our third-party insurance advisors, adjusted as necessary based upon management’s reasoned judgment. Actual employee medical claims expense may differ from estimated loss provisions based on historical experience. The liabilities for these claims are included as a component of payroll, incentive compensation, payroll taxes and benefits in the table above and were $1.4 million and $1.1 million as of December 31, 2022 and 2021, respectively. Product Warranties We generally warrant our manufactured products for 12 months from the date placed in service. The estimated liability for product warranties is based on historical and current claims experience. |
Fair Value Measures | Fair Value MeasurementsAuthoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value based on the short-term nature of these accounts. The fair value of our foreign currency forwards is determined using market observable inputs including forward and spot prices (Level 2 inputs). We had no long-term debt outstanding as of December 31, 2022 or 2021. |
Employee Benefit Plan | Employee Benefit PlansOur employees within the United States are eligible to participate in a 401(k) plan sponsored by us. These employees are eligible to participate on the first day of the month following 30 days of employment and if they are at least eighteen years of age. Eligible employees may contribute a percentage of their compensation subject to a maximum imposed by the Internal Revenue Code. Similar benefit plans exist for employees of our foreign subsidiaries. We match 100% of the first 3% of gross pay contributed by each employee and 50% of the next 4% of gross pay contributed by each employee and we may also make additional non‑elective employer contributions at our discretion under the plan. Due to the difficult economic environment at that time, the 401(k) match was temporarily suspended in the U.S. in June 2020 and reinstated in August 2021. During 2022, 2021 and 2020, employer matching contributions totaled $4.2 million, $1.2 million and $1.6 million, respectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Other Items (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Rollforward of the allowance for credit losses | The following is a rollforward of our allowance for credit losses: Balance at Beginning of Period Expense Write off Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 741 $ 406 $ (86) $ (1) $ 1,060 Year Ended December 31, 2021 598 310 (167) — 741 Year Ended December 31, 2020 837 342 (581) — 598 |
Rollforward of inventory obsolescence reserve | The following is a rollforward of our inventory obsolescence reserve: Balance at Beginning of Period Expense Write off Translation Adjustments Balance at End of Period Year Ended December 31, 2022 $ 18,012 $ 2,739 $ (202) $ (61) $ 20,488 Year Ended December 31, 2021 14,637 3,490 (62) (53) 18,012 Year Ended December 31, 2020 9,772 4,840 (53) 78 14,637 |
Schedule of PP&E useful lives | Estimated useful lives are as follows: Land N/A Buildings and improvements 5 - 30 years Machinery and equipment 2 - 12 years Vehicles under finance lease 3 years Rental equipment 2 - 11 years Furniture and fixtures 5 years Computers and software 2 - 4 years Property and equipment as of December 31, 2022 and 2021 consists of the following: December 31, 2022 2021 Land $ 5,302 $ 3,203 Buildings and improvements 25,480 22,532 Machinery and equipment 57,883 56,937 Vehicles under finance lease 29,045 23,450 Rental equipment 194,088 180,704 Furniture and fixtures 1,759 1,755 Computers and software 3,068 3,495 Gross property and equipment 316,625 292,076 Less: Accumulated depreciation (200,573) (175,992) Net property and equipment 116,052 116,084 Construction in progress 13,946 13,033 Total property and equipment, net $ 129,998 $ 129,117 |
Schedule of depreciation expense by income statement caption | Depreciation and amortization expense is included in the consolidated statements of income as follows: Year Ended December 31, 2022 2021 2020 Cost of product revenue $ 3,022 $ 3,176 $ 3,506 Cost of rental revenue 23,663 25,812 28,063 Cost of field service and other revenue 6,986 6,863 8,075 Selling, general and administrative expenses 453 457 876 Total depreciation and amortization $ 34,124 $ 36,308 $ 40,520 |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 2021 Payroll, incentive compensation, payroll taxes and benefits $ 9,484 $ 7,030 Accrued professional fees and other 7,347 1,078 Accrued international freight and tariffs 5,887 14,794 Taxes other than income 2,728 1,641 Income based tax payable 2,537 1,182 Deferred revenue 1,450 1,764 Accrued workers’ compensation insurance 576 269 Accrued dividends 484 346 Product warranties 126 136 Total accrued expenses and other current liabilities $ 30,619 $ 28,240 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following: December 31, 2022 2021 Raw materials $ 3,150 $ 1,870 Work-in-progress 5,444 4,288 Finished goods 152,689 113,659 Total inventories $ 161,283 $ 119,817 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Interest (Income) Expense, Net | Interest (income) expense, net, including deferred financing cost amortization, was comprised of the following: Year Ended December 31, 2022 2021 2020 Interest under bank facilities $ 268 $ 313 $ 317 Deferred financing cost amortization 165 168 168 Finance lease interest 628 520 639 Other 167 126 3 Interest income (4,942) (353) (1,828) Interest (income) expense, net $ (3,714) $ 774 $ (701) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Taxes | Domestic and foreign components of income before income taxes were as follows: Year Ended December 31, 2022 2021 2020 Domestic $ 155,380 $ 64,139 $ 61,028 Foreign 21,172 11,006 9,157 Income before income taxes $ 176,552 $ 75,145 $ 70,185 |
Schedule of Provision For Income Taxes | The provision for income taxes consisted of: Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ (786) State 1,231 348 597 Foreign 4,900 2,497 4,211 Total current income taxes 6,131 2,845 4,022 Deferred: Federal 23,945 2,658 8,040 State 514 1,516 (253) Foreign 840 656 (839) Total deferred income taxes 25,299 4,830 6,948 Total provision for income taxes $ 31,430 $ 7,675 $ 10,970 |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate was different from the statutory U.S. federal income tax rate due to the following: Year Ended December 31, 2022 2021 2020 Income taxes at 21% statutory tax rate $ 37,076 $ 15,780 $ 14,739 Net difference resulting from: Profit of non-controlling interest not subject to U.S. federal tax (7,339) (3,754) (5,508) Foreign income taxes (net of foreign tax credit) 2,104 2,423 269 State income taxes (excluding rate change) 2,910 1,348 883 Impact of change in forecasted state income tax rate (1,739) 1,347 (1,216) Foreign withholding taxes 1,225 730 462 Change in valuation allowance (1,381) (8,977) 2,840 Adjustments of prior year taxes (120) 79 (1,663) Stock compensation (1,743) (1,096) (34) Other 437 (205) 198 Total provision for income taxes $ 31,430 $ 7,675 $ 10,970 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2022 2021 Investment in Cactus LLC $ 299,253 $ 292,956 Imputed interest 12,982 12,297 Tax credits 6,158 3,713 Net operating loss carryforwards 855 11,198 Other — 152 Deferred tax assets 319,248 320,316 Valuation allowance (17,604) (17,242) Deferred tax asset, net 301,644 303,074 Foreign withholding taxes 1,323 854 Other 643 318 Deferred tax liability, net $ 1,966 $ 1,172 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units | The following table summarizes our RSU activity during the year ended December 31, 2022 (RSUs in thousands): No. of RSUs Weighted Average Grant Date Fair Value ($) Nonvested as of December 31, 2021 476 $ 24.29 Granted 151 55.06 Vested (253) 25.37 Forfeited (24) 31.75 Nonvested as of December 31, 2022 350 $ 36.27 |
Summary of Performance Stock Units | The following table summarizes our PSU activity during the year ended December 31, 2022 (PSUs in thousands at their target number of shares which assumes achievement of 100% of target): No. of PSUs Weighted Average Grant Date Fair Value ($) Nonvested as of December 31, 2021 198 $ 20.80 Granted 68 55.02 Vested (96) 13.66 Forfeited (42) 23.26 Nonvested as of December 31, 2022 128 $ 43.63 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues Disaggregated by Category | The following table presents our revenues disaggregated by category: Year Ended December 31, 2022 2021 2020 Product revenue $ 452,615 $ 280,907 $ 206,801 Rental revenue 100,453 61,629 66,169 Field service and other revenue 135,301 96,053 75,596 Total revenue $ 688,369 $ 438,589 $ 348,566 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Operating and Finance Lease Costs | The following are the components of operating and finance lease costs: Year Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 5,516 $ 4,906 Interest expense 628 520 Operating lease cost 6,564 6,638 Short-term lease cost 1,515 1,894 Sublease income (353) (265) Total lease cost $ 13,870 $ 13,693 |
Supplemental Cash Flow Information | The following is supplemental cash flow information for our operating and finance leases: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 628 $ 520 Operating cash flows from operating leases 6,524 5,398 Financing cash flows from finance leases 6,055 5,205 Total $ 13,207 $ 11,123 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,565 $ 5,342 Finance leases 7,941 9,941 Total $ 14,506 $ 15,283 |
Schedule of Operating Lease Future Lease Payments | The following is the aggregate future lease payments for operating and finance leases as of December 31, 2022: Operating Finance 2023 $ 5,431 $ 6,442 2024 4,420 4,963 2025 3,458 2,117 2026 2,711 111 2027 2,640 — Thereafter 7,410 — Total undiscounted lease payments 26,070 13,633 Less: effects of discounting (2,918) (1,264) Present value of lease payments $ 23,152 $ 12,369 |
Schedule of Finance Lease Future Lease Payments | The following is the aggregate future lease payments for operating and finance leases as of December 31, 2022: Operating Finance 2023 $ 5,431 $ 6,442 2024 4,420 4,963 2025 3,458 2,117 2026 2,711 111 2027 2,640 — Thereafter 7,410 — Total undiscounted lease payments 26,070 13,633 Less: effects of discounting (2,918) (1,264) Present value of lease payments $ 23,152 $ 12,369 |
Schedule of Weighted-Average Lease Terms and Weighted-Average Discount Rates | The following represents the average lease terms and discount rates for our operating and finance leases: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Finance leases 2.0 years 2.1 years Operating leases 6.5 years 5.8 years Weighted average discount rate Finance leases 11.97 % 8.58 % Operating leases 2.96 % 3.01 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of CW Units Held by Legacy CW Unit Holders | The following is a rollforward of ownership of legacy CW Units by CW Unit Holders for the three years ended December 31, 2022: CW Units (in thousands) CW Units held by legacy CW Unit Holders as of December 31, 2019 27,958 CW Unit redemptions (303) CW Units held by legacy CW Unit Holders as of December 31, 2020 27,655 March 2021 Secondary Offering (6,273) Cadent redemption in June 2021 (3,292) Cadent redemption in September 2021 (715) Other CW Unit redemptions (701) CW Units held by legacy CW Unit Holders as of December 31, 2021 16,674 CW Unit redemptions (1,696) CW Units held by legacy CW Unit Holders as of December 31, 2022 14,978 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | The following table summarizes the basic and diluted earnings per share calculations: Year Ended December 31, 2022 2021 2020 Numerator: Net income attributable to Cactus Inc.—basic $ 110,174 $ 49,593 $ 34,446 Net income attributable to non-controlling interest (1) 27,235 13,744 19,934 Net income attributable to Cactus Inc.—diluted (1) $ 137,409 $ 63,337 $ 54,380 Denominator: Weighted average Class A shares outstanding—basic 60,323 55,398 47,457 Effect of dilutive shares 16,014 20,709 28,038 Weighted average Class A shares outstanding—diluted 76,337 76,107 75,495 Earnings per Class A share—basic $ 1.83 $ 0.90 $ 0.73 Earnings per Class A share—diluted (1) $ 1.80 $ 0.83 $ 0.72 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Non Cash Activities | Non-cash investing and financing activities were as follows: Year Ended December 31, 2022 2021 2020 Right-of-use assets obtained in exchange for new lease obligations $ 14,506 $ 15,283 $ 4,302 Property and equipment in accounts payable 1,369 405 197 Cash paid for interest and income taxes was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for interest $ 1,063 $ 959 $ 959 Cash paid for income taxes, net 5,502 4,542 1,600 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Organization and Nature of Operations | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Class B Common Stock | ||
Organization and Nature of Operations | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Other Items - Significant Customers and Concentration of Credit Risk (Details) | 12 Months Ended |
Dec. 31, 2021 | |
One customer | Total revenues | Customer | |
Significant Customers and Concentration of Credit Risk | |
Concentration of risk | 12% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Other Items - Tax Receivable Agreement (TRA) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Gain (loss) on change in TRA liability | $ (1.9) | $ 0.9 | $ (0.6) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Other Items - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable and Allowance for Credit Losses | |||
Unbilled revenue | $ 34,900 | $ 24,100 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | 741 | 598 | $ 837 |
Expense | 406 | 310 | 342 |
Write off | (86) | (167) | (581) |
Translation Adjustments | (1) | 0 | 0 |
Balance at End of Period | $ 1,060 | $ 741 | $ 598 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Other Items - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Inventory obsolescence reserve | $ 20,488 | $ 18,012 | $ 14,637 |
Inventory Adjustments [Roll Forward] | |||
Balance at Beginning of Period | 18,012 | 14,637 | 9,772 |
Expense | 2,739 | 3,490 | 4,840 |
Write off | (202) | (62) | (53) |
Translation Adjustments | (61) | (53) | 78 |
Balance at End of Period | $ 20,488 | $ 18,012 | $ 14,637 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Other Items - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and equipment | ||
Gross property and equipment | $ 316,625 | $ 292,076 |
Less: Accumulated depreciation | (200,573) | (175,992) |
Net property and equipment | 116,052 | 116,084 |
Property and equipment, net | 129,998 | 129,117 |
Land | ||
Property and equipment | ||
Gross property and equipment | 5,302 | 3,203 |
Buildings and improvements | ||
Property and equipment | ||
Gross property and equipment | $ 25,480 | 22,532 |
Buildings and improvements | Minimum | ||
Property and Equipment | ||
Estimated useful life | 5 years | |
Buildings and improvements | Maximum | ||
Property and Equipment | ||
Estimated useful life | 30 years | |
Machinery and equipment | ||
Property and equipment | ||
Gross property and equipment | $ 57,883 | 56,937 |
Machinery and equipment | Minimum | ||
Property and Equipment | ||
Estimated useful life | 2 years | |
Machinery and equipment | Maximum | ||
Property and Equipment | ||
Estimated useful life | 12 years | |
Vehicles under finance lease | ||
Property and Equipment | ||
Estimated useful life | 3 years | |
Property and equipment | ||
Vehicles under finance lease | $ 29,045 | 23,450 |
Rental equipment | ||
Property and equipment | ||
Gross property and equipment | $ 194,088 | 180,704 |
Rental equipment | Minimum | ||
Property and Equipment | ||
Estimated useful life | 2 years | |
Rental equipment | Maximum | ||
Property and Equipment | ||
Estimated useful life | 11 years | |
Furniture and fixtures | ||
Property and Equipment | ||
Estimated useful life | 5 years | |
Property and equipment | ||
Gross property and equipment | $ 1,759 | 1,755 |
Computers and software | ||
Property and equipment | ||
Gross property and equipment | $ 3,068 | 3,495 |
Computers and software | Minimum | ||
Property and Equipment | ||
Estimated useful life | 2 years | |
Computers and software | Maximum | ||
Property and Equipment | ||
Estimated useful life | 4 years | |
Construction in progress | ||
Property and equipment | ||
Gross property and equipment | $ 13,946 | $ 13,033 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies and Other Items - Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation expense | |||
Selling, general and administrative expenses | $ 453 | $ 457 | $ 876 |
Total depreciation and amortization | 34,124 | 36,308 | 40,520 |
Product revenue | |||
Depreciation expense | |||
Cost of sales | 3,022 | 3,176 | 3,506 |
Rental revenue | |||
Depreciation expense | |||
Cost of sales | 23,663 | 25,812 | 28,063 |
Field service and other revenue | |||
Depreciation expense | |||
Cost of sales | $ 6,986 | $ 6,863 | $ 8,075 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies and Other Items - Impairment of Long-Lived Assets and Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Impairment charges of long-lived assets | $ 0 | $ 0 | |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies and Other Items - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other | ||
Payroll, incentive compensation, payroll taxes and benefits | $ 9,484 | $ 7,030 |
Accrued professional fees and other | 7,347 | 1,078 |
Accrued international freight and tariffs | 5,887 | 14,794 |
Taxes other than income | 2,728 | 1,641 |
Income based tax payable | 2,537 | 1,182 |
Deferred revenue | 1,450 | 1,764 |
Accrued workers’ compensation insurance | 576 | 269 |
Accrued dividends | 484 | 346 |
Product warranties | 126 | 136 |
Total accrued expenses and other current liabilities | $ 30,619 | $ 28,240 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies and Other Items - Self Insurance Accrued Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Self insurance accrued expenses | $ 1.4 | $ 1.1 |
Warranty period | 12 months |
Summary of Significant Accou_13
Summary of Significant Accounting Policies and Other Items - Fair Value Measurements (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Long-term debt | $ 0 | $ 0 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies and Other Items - Employee Benefit Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | |||
Employer match of first tier of employee contribution (as a percent) | 100 | ||
First tier percentage of compensation eligible for match | 3 | ||
Employer match of second tier of employee contribution (as a percent) | 50 | ||
Second tier percentage of compensation eligible for match | 4 | ||
Employer matching contributions | $ 4.2 | $ 1.2 | $ 1.6 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 3,150 | $ 1,870 |
Work-in-progress | 5,444 | 4,288 |
Finished goods | 152,689 | 113,659 |
Total inventories | $ 161,283 | $ 119,817 |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details) - USD ($) | 12 Months Ended | ||||
Feb. 28, 2023 | Jul. 25, 2022 | Aug. 21, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt | |||||
Long-term debt outstanding | $ 0 | $ 0 | |||
Letters of credit outstanding | $ 100,000 | ||||
Secured Debt | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Aggregate principal amount | $ 125,000,000 | ||||
Alternate Base Rate | Secured Debt | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 2.50% | ||||
SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 1.25% | ||||
SOFR | Secured Debt | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 3.50% | ||||
One-month SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 0.10% | ||||
Three-month SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 0.10% | ||||
Six-month SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 0.10% | ||||
One-month LIBOR | |||||
Long-term Debt | |||||
Applicable margin rate | 1.50% | ||||
Three-month LIBOR | |||||
Long-term Debt | |||||
Applicable margin rate | 1.50% | ||||
ABL Credit Facility | |||||
Long-term Debt | |||||
Long-term debt outstanding | $ 0 | ||||
ABL Credit Facility | Line of Credit | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Maximum borrowing capacity | $ 225,000,000 | ||||
Additional possible maximum revolving commitment | 50,000,000 | ||||
Maximum possible borrowing capacity | $ 275,000,000 | ||||
ABL Credit Facility | Minimum | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Commitment fee, percent | 0.25% | ||||
ABL Credit Facility | Minimum | Alternate Base Rate | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 0% | ||||
ABL Credit Facility | Minimum | SOFR | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 1.25% | ||||
ABL Credit Facility | Maximum | Alternate Base Rate | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 0.50% | ||||
ABL Credit Facility | Maximum | SOFR | Amended ABL Credit Facility | Subsequent Event | |||||
Long-term Debt | |||||
Applicable margin rate | 1.75% | ||||
Subsidiaries | ABL Credit Facility | |||||
Long-term Debt | |||||
Debt term | 5 years | ||||
Maximum borrowing capacity | $ 75,000,000 | ||||
Fixed charge coverage ratio | 1 | ||||
Subsidiaries | ABL Credit Facility | Minimum | Alternate Base Rate | |||||
Long-term Debt | |||||
Applicable margin rate | 0% | ||||
Subsidiaries | ABL Credit Facility | Minimum | SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 1.25% | ||||
Subsidiaries | ABL Credit Facility | Maximum | |||||
Long-term Debt | |||||
Commitment fee, percent | 0.25% | ||||
Subsidiaries | ABL Credit Facility | Maximum | Alternate Base Rate | |||||
Long-term Debt | |||||
Applicable margin rate | 0.50% | ||||
Subsidiaries | ABL Credit Facility | Maximum | SOFR | |||||
Long-term Debt | |||||
Applicable margin rate | 1.75% | ||||
Cactus LLC | Line of Credit | |||||
Long-term Debt | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Cactus LLC | ABL Credit Facility | Line of Credit | |||||
Long-term Debt | |||||
Maximum borrowing capacity | 80,000,000 | ||||
Additional possible maximum revolving commitment | 50,000,000 | ||||
Maximum possible borrowing capacity | $ 130,000,000 | ||||
Days prior to maturity with option to extend | 91 days | ||||
Principal balance | $ 30,000,000 |
Debt - Interest (Income) Expens
Debt - Interest (Income) Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest Expense [Abstract] | |||
Interest under bank facilities | $ 268 | $ 313 | $ 317 |
Deferred financing cost amortization | 165 | 168 | 168 |
Finance lease interest | 628 | 520 | 639 |
Other | 167 | 126 | 3 |
Interest income | (4,942) | (353) | (1,828) |
Interest (income) expense, net | $ (3,714) | $ 774 | $ (701) |
Income Taxes - Components Of In
Income Taxes - Components Of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of income before taxes | |||
Domestic | $ 155,380 | $ 64,139 | $ 61,028 |
Foreign | 21,172 | 11,006 | 9,157 |
Income before income taxes | $ 176,552 | $ 75,145 | $ 70,185 |
Income Taxes - Provision For In
Income Taxes - Provision For Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ (786) |
State | 1,231 | 348 | 597 |
Foreign | 4,900 | 2,497 | 4,211 |
Total current income taxes | 6,131 | 2,845 | 4,022 |
Deferred: | |||
Federal | 23,945 | 2,658 | 8,040 |
State | 514 | 1,516 | (253) |
Foreign | 840 | 656 | (839) |
Total deferred income taxes | 25,299 | 4,830 | 6,948 |
Total provision for income taxes | $ 31,430 | $ 7,675 | $ 10,970 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective income tax rate reconciliation | |||
Income taxes at 21% statutory tax rate | $ 37,076 | $ 15,780 | $ 14,739 |
Profit of non-controlling interest not subject to U.S. federal tax | (7,339) | (3,754) | (5,508) |
Foreign income taxes (net of foreign tax credit) | 2,104 | 2,423 | 269 |
State income taxes (excluding rate change) | 2,910 | 1,348 | 883 |
Impact of change in forecasted state income tax rate | (1,739) | 1,347 | (1,216) |
Foreign withholding taxes | 1,225 | 730 | 462 |
Change in valuation allowance | (1,381) | (8,977) | 2,840 |
Adjustments of prior year taxes | (120) | 79 | (1,663) |
Stock compensation | (1,743) | (1,096) | (34) |
Other | 437 | (205) | 198 |
Total provision for income taxes | $ 31,430 | $ 7,675 | $ 10,970 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Feb. 12, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss | ||||
Effective tax rate | 17.80% | 10.20% | 15.60% | |
Liability related to TRA | $ 292,600,000 | |||
Tax savings payable to TRA holders, percent | 85% | 85% | ||
Tax expense (benefit) | $ 31,430,000 | $ 7,675,000 | $ 10,970,000 | |
Valuation allowance | 17,604,000 | 17,242,000 | ||
Uncertain tax positions | 0 | 0 | ||
US Federal | ||||
Operating Loss | ||||
Net operating losses | 800,000 | |||
State | ||||
Operating Loss | ||||
Net operating losses | 100,000 | |||
Deferred Tax Asset Investment In Subsidiary | ||||
Operating Loss | ||||
Valuation allowance released | 1,400,000 | 9,000,000 | ||
Tax expense (benefit) | (1,400,000) | (9,000,000) | ||
Valuation allowance | 12,200,000 | 13,500,000 | ||
Deferred tax asset | 299,300,000 | $ 293,000,000 | ||
Deferred Tax Asset, Accrued Foreign taxes and State Credits | ||||
Operating Loss | ||||
Valuation allowance | $ 5,400,000 |
Income Taxes - Deferred Tax (De
Income Taxes - Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of deferred tax assets and liabilities | ||
Investment in Cactus LLC | $ 299,253 | $ 292,956 |
Imputed interest | 12,982 | 12,297 |
Tax credits | 6,158 | 3,713 |
Net operating loss carryforwards | 855 | 11,198 |
Other | 0 | 152 |
Deferred tax assets | 319,248 | 320,316 |
Valuation allowance | (17,604) | (17,242) |
Deferred tax asset, net | 301,644 | 303,074 |
Foreign withholding taxes | 1,323 | 854 |
Other | 643 | 318 |
Deferred tax liability, net | $ 1,966 | $ 1,172 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units (RSU) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
No. of RSUs | |
Nonvested, beginning of period (in shares) | shares | 476 |
Granted (in shares) | shares | 151 |
Vested (in shares) | shares | (253) |
Forfeited (in shares) | shares | (24) |
Nonvested, end of period (in shares) | shares | 350 |
Weighted Average Grant Date Fair Value ($) | |
Nonvested restricted stock units, beginning of period (in dollars per share) | $ / shares | $ 24.29 |
Granted (in dollars per share) | $ / shares | 55.06 |
Vested (in dollars per share) | $ / shares | 25.37 |
Forfeited (in dollars per share) | $ / shares | 31.75 |
Nonvested restricted stock units, end of period (in dollars per share) | $ / shares | $ 36.27 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 1,100 | ||
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from exercise of stock-based awards | $ 1,700 | $ 1,100 | $ 34 |
Employee Stock | LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 10,600 | $ 8,600 | $ 8,600 |
Restricted Stock Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Unrecognized compensation expense | $ 7,900 | ||
Weighted average period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | ||
Granted (in shares) | 151 | ||
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 3,000 | ||
Weighted average period over which unrecognized compensation cost is expected to be recognized | 1 year 9 months 18 days | ||
Granted (in shares) | 68 | ||
Payout percentage, actual | 100% | ||
Performance Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period | 2 years | ||
Payout percentage | 0% | ||
Performance Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period | 3 years | 3 years | |
Payout percentage | 200% | ||
Performance Shares, Two-Year Performance Period | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period | 2 years | ||
Performance Shares, Three-Year Performance Period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period | 3 years | 3 years | |
Payout percentage, actual | 80% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Performance Stock Units (Details) - Performance Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
No. of PSUs | |
Nonvested, beginning of period (in shares) | shares | 198 |
Granted (in shares) | shares | 68 |
Vested (in shares) | shares | (96) |
Forfeited (in shares) | shares | (42) |
Nonvested, end of period (in shares) | shares | 128 |
Weighted Average Grant Date Fair Value ($) | |
Nonvested restricted stock units, beginning of period (in dollars per share) | $ / shares | $ 20.80 |
Granted (in dollars per share) | $ / shares | 55.02 |
Vested (in dollars per share) | $ / shares | 13.66 |
Forfeited (in dollars per share) | $ / shares | 23.26 |
Nonvested restricted stock units, end of period (in dollars per share) | $ / shares | $ 43.63 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 1.5 | $ 1.8 | |
Product revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, percent | 66% | 64% | 59% |
Rental revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, percent | 14% | 14% | 19% |
Field service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, percent | 20% | 22% | 22% |
Revenue - Disaggregated by Cate
Revenue - Disaggregated by Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 688,369 | $ 438,589 | $ 348,566 |
Product revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 452,615 | 280,907 | 206,801 |
Rental revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 100,453 | 61,629 | 66,169 |
Field service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 135,301 | $ 96,053 | $ 75,596 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Length of potential lease renewal for operating leases | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Length of potential lease renewal for operating leases | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating and finance lease costs | |||
Amortization of right-of-use assets | $ 5,516 | $ 4,906 | |
Interest expense | 628 | 520 | $ 639 |
Operating lease cost | 6,564 | 6,638 | |
Short-term lease cost | 1,515 | 1,894 | |
Sublease income | (353) | (265) | |
Total lease cost | $ 13,870 | $ 13,693 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 628 | $ 520 | |
Operating cash flows from operating leases | 6,524 | 5,398 | |
Financing cash flows from finance leases | 6,055 | 5,205 | $ 5,317 |
Total | 13,207 | 11,123 | |
Right-of-use assets obtained in exchange for new lease obligations: | |||
Operating leases | 6,565 | 5,342 | |
Finance leases | 7,941 | 9,941 | |
Total | $ 14,506 | $ 15,283 |
Leases - Maturities Under Topic
Leases - Maturities Under Topic 842 (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating leases | |
2023 | $ 5,431 |
2024 | 4,420 |
2025 | 3,458 |
2026 | 2,711 |
2027 | 2,640 |
Thereafter | 7,410 |
Total undiscounted lease payments | 26,070 |
Less: effects of discounting | (2,918) |
Present value of lease payments | 23,152 |
Finance leases | |
2023 | 6,442 |
2024 | 4,963 |
2025 | 2,117 |
2026 | 111 |
2027 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 13,633 |
Less: effects of discounting | (1,264) |
Present value of lease payments | $ 12,369 |
Leases - Quantitative Informati
Leases - Quantitative Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term: | ||
Finance lease, weighted average remaining lease term | 2 years | 2 years 1 month 6 days |
Operating Lease, weighted average remaining lease term | 6 years 6 months | 5 years 9 months 18 days |
Weighted average discount rate | ||
Finance lease, weighted average discount rate, percent | 11.97% | 8.58% |
Operating lease, weighted average discount rate, percent | 2.96% | 3.01% |
Leases - Lessor (Details)
Leases - Lessor (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Short-term rental periods for equipment | 1 month |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Short-term rental periods for equipment | 2 months |
Lessor, term of contract | 3 months |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 12, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Receivable Agreement | |||
Tax savings payable to TRA holders, percent | 85% | 85% | |
Tax savings benefit recorded as APIC percent | 15% | ||
Total TRA liability | $ 292,600 | ||
Current portion of liability related to tax receivable agreement | $ 27,544 | $ 11,769 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | 12 Months Ended | 59 Months Ended | ||||||
Sep. 13, 2021 | Jun. 17, 2021 | Mar. 12, 2021 | Mar. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Equity | ||||||||
Dividends declared per common share (in dollars per share) | $ 0.44 | $ 0.38 | $ 0.36 | |||||
Cactus LLC | ||||||||
Equity | ||||||||
Increase to equity in non-controlling interest | $ 13,700,000 | $ 79,400,000 | $ 2,200,000 | |||||
Cactus LLC | Cw Unit Holders Other Than Cactus Inc | ||||||||
Equity | ||||||||
CW redemptions (in shares) | 715,215 | 3,300,000 | ||||||
Proceeds form issuance of stock | $ 0 | |||||||
Common units transferred (in shares) | 228,878 | 944,093 | ||||||
Cactus LLC | ||||||||
Equity | ||||||||
Ownership percentage | 80.30% | 78% | ||||||
March 2021 Secondary Offering | Other income (expense) | ||||||||
Equity | ||||||||
Proceeds form issuance of stock | $ 0 | |||||||
Secondary Offering | Other income (expense) | ||||||||
Equity | ||||||||
Offering expense | $ 400,000 | |||||||
Class A Common Stock | ||||||||
Equity | ||||||||
Common stock, shares outstanding (in shares) | 60,903,000 | 59,035,000 | 60,903,000 | |||||
Voting power of shares outstanding as a percent of the total shares outstanding | 80.30% | |||||||
Redemption ratio, shares of common stock per unit redeemed (in shares) | 1 | 1 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Number of shares canceled (in shares) | 1,700,000 | 700,000 | 300,000 | |||||
Dividends declared per common share (in dollars per share) | $ 0.44 | $ 0.38 | $ 0.36 | |||||
Dividends declared | $ 26,900,000 | $ 21,200,000 | $ 17,400,000 | |||||
Dividend paid | $ 26,700,000 | $ 21,200,000 | $ 17,100,000 | |||||
Class A Common Stock | Cactus LLC | Cw Unit Holders Other Than Cactus Inc | ||||||||
Equity | ||||||||
Number of shares issued (in shares) | 715,215 | 3,300,000 | ||||||
Class A Common Stock | Cw Units Redeemed For Class Common Stock | ||||||||
Equity | ||||||||
CW redemptions (in shares) | 45,600,000 | |||||||
Class A Common Stock | March 2021 Secondary Offering | ||||||||
Equity | ||||||||
CW redemptions (in shares) | 6,272,500 | |||||||
Number of shares issued (in shares) | 6,325,000 | |||||||
Price per share (in dollars per share) | $ 30.555 | |||||||
Number of shares sold by certain other selling stockholders (in shares) | 52,500 | |||||||
Class B Common Stock | ||||||||
Equity | ||||||||
Common stock, shares outstanding (in shares) | 14,978,000 | 16,674,000 | 14,978,000 | |||||
Voting power of shares outstanding as a percent of the total shares outstanding | 19.70% | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Class B Common Stock | CW Unit Holder Redemption | ||||||||
Equity | ||||||||
Number of shares issued (in shares) | 1,700,000 | 700,000 | 300,000 |
Equity - Schedule of Ownership
Equity - Schedule of Ownership of CW Units (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
CW Units held by legacy CW Unit Holders, beginning balance (in shares) | 16,674 | 27,655 | 27,958 |
CW Units held by legacy CW Unit Holders, ending balance (in shares) | 14,978 | 16,674 | 27,655 |
March 2021 Secondary Offering | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
CW unit redemptions (in shares) | (6,273) | ||
Cadent redemption in June 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
CW unit redemptions (in shares) | (3,292) | ||
Cadent redemption in September 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
CW unit redemptions (in shares) | (715) | ||
Other CW Unit redemptions | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
CW unit redemptions (in shares) | (1,696) | (701) | (303) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Feb. 12, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Tax savings payable to TRA holders, percent | 85% | 85% | ||
Total TRA liability | $ 292,600,000 | |||
Certain direct and indirect holders of CW Units | ||||
Related Party Transaction [Line Items] | ||||
Tax savings payable to TRA holders, percent | 85% | |||
Total TRA liability | $ 292,600,000 | |||
Due from TRA holders | 100,000 | $ 200,000 | ||
Subsidiaries | ||||
Related Party Transaction [Line Items] | ||||
Distribution received from subsidiary | 38,600,000 | 30,600,000 | $ 27,800,000 | |
Distributions to LLC members made by subsidiary | 9,700,000 | 9,700,000 | 16,300,000 | |
Short-term rental agreement | Company owned by member of Cactus LLC | ||||
Related Party Transaction [Line Items] | ||||
Hourly base rental payment for aircraft | 2,500 | 1,750 | ||
Expenses under related party agreements | 200,000 | 200,000 | $ 100,000 | |
Accounts payable to related party (less than) | 100,000 | $ 100,000 | ||
Daily revenue from related parties' personal use of pilots | Chief Executive Officer and Chief Operating Officer | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Daily revenue from use of pilots | $ 2,350 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income attributable to Cactus Inc. | $ 110,174 | $ 49,593 | $ 34,446 |
Net income attributable to non-controlling interest | 27,235 | 13,744 | 19,934 |
Net income attributable to Cactus Inc. - diluted | $ 137,409 | $ 63,337 | $ 54,380 |
Denominator: | |||
Effect of dilutive shares (in shares) | 16,014 | 20,709 | 28,038 |
Corporate effective interest rate, if-converted method | 25% | 27% | 24% |
Class A Common Stock | |||
Denominator: | |||
Weighted average Class A Shares Outstanding - basic (in shares) | 60,323 | 55,398 | 47,457 |
Weighted average Class A shares outstanding - diluted (in shares) | 76,337 | 76,107 | 75,495 |
Earnings per Class A share - basic (in dollars per share) | $ 1.83 | $ 0.90 | $ 0.73 |
Earnings per Class A share - diluted (in dollars per share) | $ 1.80 | $ 0.83 | $ 0.72 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Non Cash Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Right-of-use assets obtained in exchange for new lease obligations | $ 14,506 | $ 15,283 | $ 4,302 |
Property and equipment in accounts payable | 1,369 | 405 | 197 |
Cash paid for interest | 1,063 | 959 | 959 |
Cash paid for income taxes, net | $ 5,502 | $ 4,542 | $ 1,600 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued in noncash transaction (in shares) | 1.7 | 11 | 0.3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 28, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SOFR | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 1.25% | |||
FlexSteel | ||||
Subsequent Event [Line Items] | ||||
Transaction costs | $ 8.4 | |||
Subsequent Event | Amended ABL Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Maximum leverage ratio | 250% | |||
Fixed charge coverage ratio | 1 | |||
Subsequent Event | Amended ABL Credit Facility | ABL Credit Facility | Minimum | ||||
Subsequent Event [Line Items] | ||||
Commitment fee, percent | 0.25% | |||
Subsequent Event | Amended ABL Credit Facility | ABL Credit Facility | Minimum | Alternate Base Rate | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 0% | |||
Subsequent Event | Amended ABL Credit Facility | ABL Credit Facility | Minimum | SOFR | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 1.25% | |||
Subsequent Event | Amended ABL Credit Facility | ABL Credit Facility | Maximum | Alternate Base Rate | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 0.50% | |||
Subsequent Event | Amended ABL Credit Facility | ABL Credit Facility | Maximum | SOFR | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 1.75% | |||
Subsequent Event | Amended ABL Credit Facility | Line of Credit | ABL Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 225 | |||
Additional possible maximum revolving commitment | 50 | |||
Maximum possible borrowing capacity | 275 | |||
Subsequent Event | Amended ABL Credit Facility | Line of Credit | Letters of credit | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | 20 | |||
Subsequent Event | Amended ABL Credit Facility | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 125 | |||
Subsequent Event | Amended ABL Credit Facility | Secured Debt | Alternate Base Rate | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 2.50% | |||
Subsequent Event | Amended ABL Credit Facility | Secured Debt | SOFR | ||||
Subsequent Event [Line Items] | ||||
Applicable margin rate | 3.50% | |||
Subsequent Event | FlexSteel | ||||
Subsequent Event [Line Items] | ||||
Total upfront consideration | $ 621.2 | |||
Future earn-out payment | $ 75 | |||
Cactus LLC | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 81.10% | |||
Cactus LLC | Subsequent Event | CW Unit Holders | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 18.90% | |||
Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding (in shares) | 60,903,000 | 59,035,000 | ||
Common stock, shares issued (in shares) | 60,903,000 | 59,035,000 | ||
Class A Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding (in shares) | 64,100,000 | |||
Common stock, shares issued (in shares) | 64,100,000 | |||
Class B Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding (in shares) | 14,978,000 | 16,674,000 | ||
Common stock, shares issued (in shares) | 14,978,000 | 16,674,000 | ||
Class B Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding (in shares) | 15,000,000 | |||
Common stock, shares issued (in shares) | 15,000,000 | |||
Additional Offering | Class A Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Effect of Follow-on Offering and CW Unit redemptions (in shares) | 3,224,300 | |||
Price per share (in dollars per share) | $ 51.36 | |||
Proceeds form issuance of stock | $ 165.6 | |||
Underwriting discounts | $ 6.9 |