UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________

(MARK ONE)

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

For the quarterly period ended June 30, 2021

or

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

For the transition period from _____ to _____

Commission File Number: 001-38390

______________________________________________________________________________

Cactus, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________

Delaware		35-2586106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
920 Memorial City Way, Suite 300		77024
Houston,	Texas	(Zip Code)
(Address of principal executive offices)

(713) 626-8800

(Registrant’s telephone number, including area code)

______________________________________________________________________________

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	WHD	New York Stock Exchange

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

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

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

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

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

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

As of July 26, 2021, the registrant had 58,038,349 shares of Class A common stock, $0.01 par value per share, and 17,665,021 shares of Class B common stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		i
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	21
	Signatures	22

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements may include statements about:

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

•the number of rigs, pad sizes, well spacings and associated well count and the availability of takeaway and storage capacity;

•the number of workover rigs;

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

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

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

•the size and timing of orders;

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

•inland and ocean shipping costs and the availability of containers and vessels from China;

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

•expectations regarding overhead and operating costs and margins;

•availability and cost of skilled and qualified workers;

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

•the possibility of cancellation of orders;

•our business strategy;

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

•our future revenue, income and operating performance;

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

•corporate consolidation activity involving our customers;

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

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

•disruptions in political, regulatory, economic and social conditions domestically or internationally;

i

•the severity and duration of the ongoing outbreak of coronavirus (“COVID-19”) and the extent of its impact on our business;

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

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

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

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

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

•potential uninsured claims and litigation against us;

•competition and capacity within the oilfield services industry;

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

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

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

Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Annual Report”), this Quarterly Report and in our other filings with the SEC, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

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

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

ii

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30, 2021		December 31, 2020
	(in thousands, except per share data)
Assets
Current assets
Cash and cash equivalents	$	309,082	$	288,659
Accounts receivable, net of allowance of $630 and $598, respectively	71,825		44,068
Inventories	88,382		87,480
Prepaid expenses and other current assets	4,490		4,935
Total current assets	473,779		425,142
Property and equipment, net	136,183		142,825
Operating lease right-of-use assets, net	22,662		21,994
Goodwill	7,824		7,824
Deferred tax asset, net	303,187		216,603
Other noncurrent assets	1,115		1,206
Total assets	$	944,750	$	815,594
Liabilities and Equity
Current liabilities
Accounts payable	$	33,505	$	20,163
Accrued expenses and other current liabilities	21,379		11,392
Current portion of liability related to tax receivable agreement	9,290		9,290
Finance lease obligations, current portion	4,770		3,823
Operating lease liabilities, current portion	4,616		4,247
Total current liabilities	73,560		48,915
Deferred tax liability, net	587		786
Liability related to tax receivable agreement, net of current portion	275,883		195,061
Finance lease obligations, net of current portion	5,328		2,240
Operating lease liabilities, net of current portion	18,217		17,822
Total liabilities	373,575		264,824
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding	—		—
Class A common stock, $0.01 par value, 300,000 shares authorized, 58,038 and 47,713 shares issued and outstanding	580		477
Class B common stock, $0.01 par value, 215,000 shares authorized, 17,665 and 27,655 shares issued and outstanding	—		—
Additional paid-in capital	278,505		202,077
Retained earnings	162,668		150,086
Accumulated other comprehensive income	217		330
Total stockholders’ equity attributable to Cactus Inc.	441,970		352,970
Non-controlling interest	129,205		197,800
Total stockholders’ equity	571,175		550,770
Total liabilities and equity	$	944,750	$	815,594

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

1

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands, except per share data)				(in thousands, except per share data)
Revenues
Product revenue	$	70,345	$	40,893	$	122,301	$	127,924
Rental revenue	14,644		11,535		27,133		47,698
Field service and other revenue	23,904		14,120		43,876		45,065
Total revenues	108,893		66,548		193,310		220,687
Costs and expenses
Cost of product revenue	48,100		25,962		84,621		82,097
Cost of rental revenue	14,403		10,675		26,574		30,014
Cost of field service and other revenue	17,692		11,486		32,155		35,297
Selling, general and administrative expenses	11,384		8,693		21,011		22,355
Severance expenses	—		857		—		1,864
Total costs and expenses	91,579		57,673		164,361		171,627
Income from operations	17,314		8,875		28,949		49,060
Interest income (expense), net	(181)		223		(333)		633
Other income (expense), net	(1,004)		1,310		(1,410)		1,310
Income before income taxes	16,129		10,408		27,206		51,003
Income tax expense (benefit)	1,355		1,313		(2,704)		8,810
Net income	$	14,774	$	9,095	$	29,910	$	42,193
Less: net income attributable to non-controlling interest	4,381		3,067		7,958		17,182
Net income attributable to Cactus Inc.	$	10,393	$	6,028	$	21,952	$	25,011
Earnings per Class A share - basic	$	0.19	$	0.13	$	0.42	$	0.53
Earnings per Class A share - diluted	$	0.18	$	0.11	$	0.37	$	0.51
Weighted average Class A shares outstanding - basic	55,048		47,436		52,124		47,353
Weighted average Class A shares outstanding - diluted	75,997		75,367		75,955		75,347

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

2

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Net income	$	14,774	$	9,095	$	29,910	$	42,193
Foreign currency translation adjustments	(82)		879		(275)		(204)
Comprehensive income	$	14,692	$	9,974	$	29,635	$	41,989
Less: comprehensive income attributable to non-controlling interest	4,337		3,448		7,796		17,095
Comprehensive income attributable to Cactus Inc.	$	10,355	$	6,526	$	21,839	$	24,894

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

3

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

	Class A			Class B			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Common Stock			Common Stock
(in thousands)	Shares	Amount		Shares	Amount
Balance at March 31, 2021	54,317	$	543	21,383	$	—	$	247,875	$	157,286	$	255	$	153,091	$	559,050
Member distributions	—	—		—	—		—		—		—		(1,886)		(1,886)
Effect of CW Unit redemptions	3,718	37		(3,718)	—		26,912		—		—		(26,949)		—
Tax impact of equity transactions	—	—		—	—		1,931		—		—		—		1,931
Equity award vestings	3	—		—	—		(19)		—		—		(17)		(36)
Other comprehensive loss	—	—		—	—		—		—		(38)		(44)		(82)
Stock-based compensation	—	—		—	—		1,806		—		—		629		2,435
Cash dividends declared ($0.09 per share)	—	—		—	—		—		(5,011)		—		—		(5,011)
Net income	—	—		—	—		—		10,393		—		4,381		14,774
Balance at June 30, 2021	58,038	$	580	17,665	$	—	$	278,505	$	162,668	$	217	$	129,205	$	571,175
Balance at March 31, 2020	47,398	$	474	27,958	$	—	$	195,381	$	147,670	$	(1,067)	$	199,968	$	542,426
Member distributions	—	—		—	—		—		—		—		(2,509)		(2,509)
Effect of CW Unit redemptions	74	1		(74)	—		539		—		—		(540)		—
Tax impact of equity transactions	—	—		—	—		156		—		—		—		156
Equity award vestings	6	—		—	—		3		—		—		(32)		(29)
Other comprehensive income	—	—		—	—		—		—		498		381		879
Stock-based compensation	—	—		—	—		1,405		—		—		826		2,231
Cash dividends declared ($0.09 per share)	—	—		—	—		—		(4,342)		—		—		(4,342)
Net income	—	—		—	—		—		6,028		—		3,067		9,095
Balance at June 30, 2020	47,478	$	475	27,884	$	—	$	197,484	$	149,356	$	(569)	$	201,161	$	547,907

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

4

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(unaudited)

	Class A			Class B			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Common Stock			Common Stock
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2020	47,713	$	477	27,655	$	—	$	202,077	$	150,086	$	330	$	197,800	$	550,770
Member distributions	—	—		—	—		—		—		—		(3,560)		(3,560)
Effect of CW Unit redemptions	9,990	100		(9,990)	—		71,911		—		—		(72,011)		—
Tax impact of equity transactions	—	—		—	—		2,436		—		—		—		2,436
Equity award vestings	335	3		—	—		(1,067)		—		—		(2,110)		(3,174)
Other comprehensive loss	—	—		—	—		—		—		(113)		(162)		(275)
Stock-based compensation	—	—		—	—		3,148		—		—		1,290		4,438
Cash dividends declared ($0.18 per share)	—	—		—	—		—		(9,370)		—		—		(9,370)
Net income	—	—		—	—		—		21,952		—		7,958		29,910
Balance at June 30, 2021	58,038	$	580	17,665	$	—	$	278,505	$	162,668	$	217	$	129,205	$	571,175
Balance at December 31, 2019	47,159	$	472	27,958	$	—	$	194,456	$	132,990	$	(452)	$	188,929	$	516,395
Member distributions	—	—		—	—		—		—		—		(4,712)		(4,712)
Effect of CW Unit redemptions	74	1		(74)	—		539		—		—		(540)		—
Tax impact of equity transactions	—	—		—	—		62		—		—		—		62
Equity award vestings	245	2		—	—		(218)		—		—		(1,170)		(1,386)
Other comprehensive loss	—	—		—	—		—		—		(117)		(87)		(204)
Stock-based compensation	—	—		—	—		2,645		—		—		1,559		4,204
Cash dividends declared ($0.18 per share)	—	—		—	—		—		(8,645)		—		—		(8,645)
Net income	—	—		—	—		—		25,011		—		17,182		42,193
Balance at June 30, 2020	47,478	$	475	27,884	$	—	$	197,484	$	149,356	$	(569)	$	201,161	$	547,907

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

5

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2021		2020
	(in thousands)
Cash flows from operating activities
Net income	$	29,910	$	42,193
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	18,352		21,500
Deferred financing cost amortization	84		84
Stock-based compensation	4,438		4,204
Provision for expected credit losses	149		574
Inventory obsolescence	1,566		2,322
Gain on disposal of assets	(613)		(438)
Deferred income taxes	(4,506)		5,565
(Gain) loss from revaluation of liability related to tax receivable agreement	1,004		(1,310)
Changes in operating assets and liabilities:
Accounts receivable	(27,858)		42,039
Inventories	(2,569)		17,076
Prepaid expenses and other assets	499		2,619
Accounts payable	12,774		(25,686)
Accrued expenses and other liabilities	9,999		(8,193)
Net cash provided by operating activities	43,229		102,549
Cash flows from investing activities
Capital expenditures and other	(5,461)		(18,902)
Proceeds from sale of assets	1,108		2,352
Net cash used in investing activities	(4,353)		(16,550)
Cash flows from financing activities
Payments on finance leases	(2,479)		(3,265)
Dividends paid to Class A common stock shareholders	(9,426)		(8,568)
Distributions to members	(3,560)		(4,712)
Repurchases of shares	(3,174)		(1,385)
Net cash used in financing activities	(18,639)		(17,930)
Effect of exchange rate changes on cash and cash equivalents	186		1
Net increase in cash and cash equivalents	20,423		68,070
Cash and cash equivalents
Beginning of period	288,659		202,603
End of period	$	309,082	$	270,673
Supplemental disclosure of cash flow information
Non-cash investing and financing activities:
Property and equipment acquired under finance leases	$	6,582	$	1,896
Property and equipment in payables	$	694	$	808

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

6

CACTUS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1.Preparation of Interim Financial Statements and Other Items

Basis of Presentation

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

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

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

Use of Estimates

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

2.Concentrations, Risks and Uncertainties

Significant Customers

Our customers are oil and natural gas exploration and production companies located primarily in the U.S. as well as Australia. For the six months ended June 30, 2021, one customer represented 13% of our consolidated revenues. For the six months ended June 30, 2020, no customer represented 10% or more of our consolidated revenues.

Significant Vendors

The principal raw materials used in the manufacture of our products and rental equipment include forgings and plate, tube and bar stock. In addition, we require accessory items (such as elastomers, ring gaskets, studs and nuts) and machined components and assemblies. We purchase these items from vendors primarily located in the United States, China, India and Australia. For the six months ended June 30, 2021 and 2020, we purchased approximately $6.9 million and $4.7 million, respectively, from a single vendor, representing approximately 10% and 7%, respectively, of our total third-party vendor purchases of raw materials, finished products, components, equipment, machining and other services. Amounts due to this vendor included in accounts payable in the consolidated balance sheets as of June 30, 2021 and December 31, 2020 totaled $1.3 million and $1.5 million, respectively.

7

COVID-19

The ongoing COVID-19 pandemic negatively impacted our business and revenues beginning in 2020, contributing to an approximately 45% decrease in revenues from the year ended December 31, 2019 to the year ended December 31, 2020. OPEC production cuts as well as increased oil demand primarily related to increasing vehicle and airline travel have led to higher oil prices, which ultimately drives our customers’ level of spending. As we have realized increased levels of demand for our products and services, we have rolled back most of the personnel-related cost cutting measures that were implemented throughout 2020. Specifically, we are adding back to our workforce population and have added over 200 associates in the first six months of 2021. Additionally, we rolled back the salary and wage reductions implemented in 2020 in the U.S., including our executives, with approximately 50% restored in January 2021 and the remainder in April 2021.

3.Accounts Receivable and Allowance for Credit Losses

We extend credit to customers in the normal course of business. Our customers are oil and gas companies located predominately in the U.S. Our receivables are short-term in nature and typically due in 30 to 45 days. We do not accrue interest on delinquent receivables. Accounts receivable includes amounts billed and currently due from customers and unbilled amounts for products delivered and services performed for which billings have not yet been submitted to the customers. Total unbilled revenue included in accounts receivable as of June 30, 2021 and December 31, 2020 was $15.4 million and $8.7 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		Balance at End of Period
Six Months Ended June 30, 2021	$	598	$	149	$	(117)	$	630
Six Months Ended June 30, 2020	837		574		(141)		1,270

4.Inventories

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

	June 30, 2021		December 31, 2020
Raw materials	$	1,774	$	2,003
Work-in-progress	3,921		3,598
Finished goods	82,687		81,879
	$	88,382	$	87,480

8

5.Property and Equipment, net

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

	June 30, 2021		December 31, 2020
Land	$	3,203	$	3,203
Buildings and improvements	22,110		21,935
Machinery and equipment	58,211		57,726
Vehicles under finance lease	20,551		14,371
Rental equipment	177,644		172,012
Furniture and fixtures	1,780		1,780
Computers and software	3,528		3,530
Gross property and equipment	287,027		274,557
Less: Accumulated depreciation	(164,607)		(147,221)
Net property and equipment	122,420		127,336
Construction in progress	13,763		15,489
Total property and equipment, net	$	136,183	$	142,825

6.Debt

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

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

7.Revenue

The majority of our revenues are derived from short-term contracts for fixed consideration. 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.

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021					2020
Product revenue	$	70,345	65	%	$	40,893	62	%		$	122,301	63	%	$	127,924	58	%
Rental revenue	14,644		13	%	11,535		17	%		27,133		14	%	47,698		22	%
Field service and other revenue	23,904		22	%	14,120		21	%		43,876		23	%	45,065		20	%
Total revenue	$	108,893	100	%	$	66,548	100	%		$	193,310	100	%	$	220,687	100	%

At June 30, 2021, we had a deferred revenue balance of $1.0 million compared to the December 31, 2020 balance of $1.1 million. Deferred revenue represents our obligation to transfer products to or perform services for a customer for which we have received cash or billed in advance. The revenue that has been deferred will be recognized upon product delivery or as services are performed. As of June 30, 2021, we did not have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.

8.Tax Receivable Agreement (TRA)

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

The TRA liability is calculated by determining the amount of basis subject to the TRA (“tax basis”) and applying a blended tax rate to that basis and then calculating the iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net. As of June 30, 2021, the total liability from the TRA was $285.2 million with $9.3 million reflected in current liabilities based on the expected timing of our next payment. The payments under the TRA will not be conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus LLC or Cactus Inc.

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

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

9.Equity

As of June 30, 2021, Cactus Inc. owned 76.7% of Cactus LLC as compared to 63.3% as of December 31, 2020. As of June 30, 2021, Cactus Inc. had outstanding 58.0 million shares of Class A common stock (representing 76.7% of the total voting power) and 17.7 million shares of Class B common stock (representing 23.3% of the total voting power).

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Redemptions of CW Units

Pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, LLC (the “Cactus Wellhead LLC Agreement”), holders of CW Units are entitled to redeem their CW Units, which results in additional Class A common stock outstanding. Since our IPO in February 2018, 42.9 million CW Units and a corresponding number of shares of Class B common stock have been redeemed in exchange for shares of Class A common stock.

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

On March 9, 2021, Cactus Inc. entered into an underwriting agreement with Cactus LLC, certain selling stockholders of Cactus (the “Selling Stockholders”) and the underwriters named therein, providing for the offer and sale by the Selling Stockholders (the “2021 Secondary Offering”) of up to 6,325,000 shares of Class A common stock, including up to 825,000 shares of Class A common stock that may be issued and sold to cover overallotments, if any, at a price to the underwriters of $30.555 per share. On March 12, 2021, in connection with the 2021 Secondary Offering, certain of the Selling Stockholders exercised their right to redeem 6,272,500 CW Units, together with a corresponding number of shares of Class B common stock, as provided in the Cactus Wellhead LLC Agreement. Upon the closing of the 2021 Secondary Offering, Cactus Inc. acquired the redeemed CW Units and a corresponding number of shares of Class B common stock (which shares of Class B common stock were then cancelled) and issued 6,272,500 new shares of Class A common stock to the underwriters at the direction of the redeeming Selling Stockholders, as provided in the Cactus Wellhead LLC Agreement. In addition, certain other Selling Stockholders sold 52,500 shares of Class A common stock in the 2021 Secondary Offering, which shares were owned by them directly as of the time of the 2021 Secondary Offering. Cactus did not receive any of the proceeds from the sale of common stock in the 2021 Secondary Offering and incurred $0.4 million in expenses which were recorded in other expense, net, in the consolidated statement of income. We recorded an increase in additional paid-in capital with a corresponding decrease in the non-controlling interest in equity of approximately $45.0 million and an increase in the TRA liability of $46.7 million resulting from the redemption of CW Units pursuant to the 2021 Secondary Offering. Additionally, we recognized a $5.1 million tax benefit for a partial valuation allowance release related to the realizable portion of the deferred tax asset.

During the three and six months ended June 30, 2020, 74,413 CW Units were redeemed in exchange for Class A common stock.

Dividends

Aggregate cash dividends of $0.18 per share of Class A common stock declared and paid during the six months ended June 30, 2021 totaled $9.4 million compared to $8.6 million for the six months ended June 30, 2020. Dividends accrue on unvested equity-based awards on the date of record and are paid upon vesting. During the six months ended June 30, 2021, $0.2 million of previously accrued dividends was paid to holders of restricted stock units that vested during the period as compared to only a de minimis amount of dividends paid during the six months ended June 30, 2020 upon vesting. Dividends are not paid to our Class B common stockholders; however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to the owners of CW Units other than Cactus Inc. for any dividends declared on our Class A common stock. See further discussion of the distributions below under “Member Distributions.”

Member Distributions

Distributions made by Cactus LLC are generally required to be made pro rata among all its members. For the six months ended June 30, 2021, Cactus LLC distributed $9.2 million to Cactus Inc. to fund its dividend payments and made pro rata distributions to the other members totaling $3.6 million over the same period. During the six months ended June 30, 2020, Cactus LLC distributed $8.0 million to Cactus Inc. to fund its dividend payments and made pro rata distributions to the other members totaling $4.7 million.

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Limitation of Members’ Liability

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

10.Commitments and Contingencies

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

11.Earnings per Share

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

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net income attributable to Cactus Inc.—basic	$	10,393	$	6,028	$	21,952	$	25,011
Net income attributable to non-controlling interest (1)	3,332		2,491		6,091		13,657
Net income attributable to Cactus Inc.—diluted (1)	$	13,725	$	8,519	$	28,043	$	38,668
Denominator:
Weighted average Class A shares outstanding—basic	55,048		47,436		52,124		47,353
Effect of dilutive shares (2)	20,949		27,931		23,831		27,994
Weighted average Class A shares outstanding—diluted (2)	75,997		75,367		75,955		75,347
Earnings per Class A share—basic	$	0.19	$	0.13	$	0.42	$	0.53
Earnings per Class A share—diluted (1) (2)	$	0.18	$	0.11	$	0.37	$	0.51

(1)The numerator is adjusted in the calculation of diluted earnings per share under the if-converted method to include net income attributable to the non-controlling interest calculated as its pre-tax income adjusted for a corporate effective tax rate of 28% for the three and six months ended June 30, 2021 and 26% for the three and six months ended June 30, 2020.

(2)Diluted earnings per share for the three and six months ended June 30, 2021 includes 20.7 million and 23.5 million, respectively, of weighted average shares of Class B common stock outstanding assuming conversion as well as the dilutive effect of restricted stock unit and performance stock unit awards. Diluted earnings per share for both the three and six months ended June 30, 2020 includes 27.9 million weighted average shares of Class B common stock outstanding assuming conversion as well as the dilutive effect of restricted stock unit awards.

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

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

Executive Summary

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

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

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

During the six months ended June 30, 2021, we derived 63% of total revenues from the sale of our products, 14% of total revenues from rental and 23% of total revenues from field service and other. During the six months ended June 30, 2020, we derived 58% of total revenues from the sale of our products, 22% of total revenues from rental and 20% of total revenues from field service and other. We have predominantly domestic operations, with a small amount of sales in Australia.

Market Factors

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

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

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number of wells drilled per rig are all favorable trends that we believe enhance the demand for our products relative to the active rig count.

Our rental revenues are primarily dependent on the number of wells completed (i.e., hydraulically fractured), the number of wells on a well pad, the number of fracture stages per well and the number of fracture stages completed per day. Well completion activity generally follows the level of drilling activity but can be delayed due to such factors as takeaway capacity, storage capacity and budget constraints.

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

Recent Developments and Trends

As vaccines continue to be administered worldwide and government lockdowns have eased over the last several months, the demand for natural gas and oil products has strengthened, leading to improved oil and natural gas prices. The higher commodity prices have resulted in increased drilling and completion activity by our customers and improved demand for our products and services. This has translated into higher activity and revenues for our business. In response to the increased activity levels, we have added over 200 associates during the first six months of 2021. Additionally, we have reinstated wages and salaries to their full amounts, with the first half restored in January 2021 and the remainder in April 2021. We have also added fleet vehicles in line with additions to our headcount and invested capital in our rental fleet related to upgrades associated with our innovative technologies. Barring significant adverse impacts to fossil fuel demand, including that caused by the COVID-19 Delta variant, other variants, or the perception thereof, we anticipate continued, albeit slower, revenue growth in the second half of 2021.

In May and June of 2020, members of the Organization of Petroleum Exporting Countries Plus (OPEC+) made aggressive production cuts of 9.7 million barrels per day in response to the significant decreases in demand and the abrupt drop in oil prices at the start of pandemic. West Texas Intermediate (WTI) prices traded at negative levels for a brief period in April 2020. As economies have reopened, there has been a rapid resurgence in demand and oil prices have increased, with WTI reaching a high of $75.25 in July 2021. In an effort to keep up with this significant increase in oil demand worldwide, OPEC+ announced on July 18, 2021 that its members will raise overall oil production by 400,000 barrels per day on a monthly basis starting in August 2021, with plans to assess the market and performance in December 2021. The agreement to raise production could result in the eventual return to pre-pandemic production levels by the group’s members by September 2022. The OPEC+ announcement of increased production immediately resulted in WTI prices dropping below $70 per barrel. Additional announcements or actual increases in supply from OPEC+ could result in further reductions in oil prices which could negatively impact our business.

The significant increase in commodity prices in 2021 has led to meaningful increases in the level of U.S. onshore drilling activity. During the three months ended June 30, 2021, the weekly average U.S. onshore rig count as reported by Baker Hughes was 436 rigs compared to 377 rigs for the three months ended March 31, 2021 and 378 rigs for the three months ended June 30, 2020. As of July 23, 2021, the U.S. onshore rig count was 473.

As of July, the number of U.S. onshore drilling rigs in operation had roughly doubled from the low of 230 reported by Baker Hughes in August of 2020. During that time, private exploration and production (“E&P”) companies have been responsible for the majority of the rig additions in the U.S. onshore market. We have significantly increased our revenues and rigs followed since the third quarter of 2020 despite a greater portion of Cactus’ revenues having historically come from publicly traded E&P companies. During this time, Cactus has meaningfully increased its business with private E&P companies. Disproportionate changes in activity from private or publicly traded E&P companies present both risks and opportunities for Cactus, depending on a number of factors, such as which customers add or drop rigs.

Increased Raw Material and Freight Costs

Our ability to source low cost raw materials and components, such as steel plate, tube and bar stock, forgings and machined components is critical to our ability to successfully compete. Due to a shortage of steel caused primarily by production disruptions during the pandemic, steel prices are elevated. Additionally, freight costs, specifically ocean freight costs, have risen due to a number of factors including, but not limited to, a shortage of shipping containers, congested seaports, capacity constraints on vessels and lockdowns in certain markets. We believe that these cost increases are temporary and as supply equalizes with demand, prices should normalize. However, we cannot be certain if this will occur before the end of the year or at all, nor can we be confident that prices will return to their historic lows. As such, our results of operations may be adversely affected by these rising costs to the extent we are unable to recoup them from our customers.

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Critical Accounting Policies and Estimates

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

Consolidated Results of Operations

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

Three Months Ended June 30, 2021 Compared to Three Months Ended March 31, 2021

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

	Three Months Ended
	June 30, 2021		March 31, 2021		$ Change		% Change
	(in thousands)
Revenues
Product revenue	$	70,345	$	51,956	$	18,389	35.4%
Rental revenue	14,644		12,489		2,155		17.3
Field service and other revenue	23,904		19,972		3,932		19.7
Total revenues	108,893		84,417		24,476		29.0
Costs and expenses
Cost of product revenue	48,100		36,521		11,579		31.7
Cost of rental revenue	14,403		12,171		2,232		18.3
Cost of field service and other revenue	17,692		14,463		3,229		22.3
Selling, general and administrative expenses	11,384		9,627		1,757		18.3
Total costs and expenses	91,579		72,782		18,797		25.8
Income from operations	17,314		11,635		5,679		48.8
Interest expense, net	(181)		(152)		(29)		19.1
Other expense, net	(1,004)		(406)		(598)		nm
Income before income taxes	16,129		11,077		5,052		45.6
Income tax expense (benefit)	1,355		(4,059)		5,414		nm
Net income	14,774		15,136		(362)		(2.4)
Less: net income attributable to non-controlling interest	4,381		3,577		804		22.5
Net income attributable to Cactus Inc.	$	10,393	$	11,559	$	(1,166)	(10.1)%
nm = not meaningful

Revenues

Product revenue for the three months ended June 30, 2021 was $70.3 million, an increase of $18.4 million, or 35%, from $52.0 million for the three months ended March 31, 2021 primarily due to increased sales of wellhead and production related equipment resulting from higher drilling and completion activity by our customers in the U.S.

Rental revenue for the three months ended June 30, 2021 was $14.6 million, an increase of $2.2 million, or 17%, from $12.5 million for the three months ended March 31, 2021. The increase was primarily attributable to higher customer completion activity and an increase in their use of our innovative technologies.

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Field service and other revenue for the three months ended June 30, 2021 was $23.9 million, an increase of $3.9 million, or 20%, from $20.0 million for the three months ended March 31, 2021. The increase was mainly due to higher billable hours and ancillary services as a result of the rise in customer activity during the quarter.

Costs and expenses

Cost of product revenue for the three months ended June 30, 2021 was $48.1 million, an increase of $11.6 million, or 32%, from $36.5 million for the three months ended March 31, 2021. The increase was primarily attributable to the increase in product sales but also due to increased costs associated with materials, freight and overhead.

Cost of rental revenue for the three months ended June 30, 2021 was $14.4 million, an increase of $2.2 million, or 18%, from $12.2 million for the three months ended March 31, 2021 mainly due to higher repair and equipment reactivation costs.

Cost of field service and other revenue for the three months ended June 30, 2021 was $17.7 million, an increase of $3.2 million, or 22%, from $14.5 million for the three months ended March 31, 2021. The increase was primarily related to increased personnel costs associated with the addition of field and branch personnel and rollback of the remaining 2020 wage reductions as well as increases in other costs associated with higher field service activity levels.

Selling, general and administrative expenses for the three months ended June 30, 2021 were $11.4 million, an increase of $1.8 million, or 18%, from $9.6 million for the three months ended March 31, 2021. The increase was primarily due to higher personnel costs primarily related to higher salaries and wages, increased stock-based compensation expense and higher accruals for annual incentive bonuses based on current year targets. The second quarter of 2021 included the remaining rollback of the 2020 wage and salary reductions as well as an increase in personnel.

Other expense, net. Other expense for the three months ended June 30, 2021 of $1.0 million represents a non-cash adjustment for the revaluation of the liability related to the tax receivable agreement. Other expense for the three months ended March 31, 2021 of $0.4 million related to professional fees and other expenses associated with the 2021 Secondary Offering.

Income tax expense (benefit). Income tax expense for the three months ended June 30, 2021 was $1.4 million compared to an income tax benefit of $4.1 million for the three months ended March 31, 2021. Income tax expense for the second quarter of 2021 included approximately $3.8 million expense associated with current income and $0.6 million expense related to a change in our foreign tax credit position and related valuation allowance, offset by a $3.0 million tax benefit associated with the partial valuation allowance release in conjunction with second quarter 2021 redemptions of CW Units. The income tax benefit for the first quarter of 2021 included a $5.1 million benefit associated with a partial valuation allowance release recorded in conjunction with the 2021 Secondary Offering and a $1.1 million benefit associated with permanent differences related to equity compensation. Partial valuation releases occur in conjunction with redemptions of CW Units as a portion of Cactus Inc.’s deferred tax assets from its investment in Cactus LLC becomes realizable.

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

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Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

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

	Six Months Ended June 30,
	2021		2020		$ Change		% Change
	(in thousands)
Revenues
Product revenue	$	122,301	$	127,924	$	(5,623)	(4.4)%
Rental revenue	27,133		47,698		(20,565)		(43.1)
Field service and other revenue	43,876		45,065		(1,189)		(2.6)
Total revenues	193,310		220,687		(27,377)		(12.4)
Costs and expenses
Cost of product revenue	84,621		82,097		2,524		3.1
Cost of rental revenue	26,574		30,014		(3,440)		(11.5)
Cost of field service and other revenue	32,155		35,297		(3,142)		(8.9)
Selling, general and administrative expenses	21,011		22,355		(1,344)		(6.0)
Severance expenses	—		1,864		(1,864)		nm
Total costs and expenses	164,361		171,627		(7,266)		(4.2)
Income from operations	28,949		49,060		(20,111)		(41.0)
Interest income (expense), net	(333)		633		(966)		nm
Other income (expense), net	(1,410)		1,310		(2,720)		nm
Income before income taxes	27,206		51,003		(23,797)		(46.7)
Income tax expense (benefit)	(2,704)		8,810		(11,514)		nm
Net income	29,910		42,193		(12,283)		(29.1)
Less: net income attributable to non-controlling interest	7,958		17,182		(9,224)		(53.7)
Net income attributable to Cactus Inc.	$	21,952	$	25,011	$	(3,059)	(12.2)%
nm = not meaningful

Revenues

Product revenue was $122.3 million for the six months ended June 30, 2021 compared to $127.9 million for the six months ended June 30, 2020. The decrease of $5.6 million, representing a 4% reduction from 2020, was primarily due to lower sales of wellhead and production related equipment resulting from lower drilling and completion activity by our customers compared to 2020. Our first quarter 2020 results were only partially impacted by the industry downturn resulting from depressed commodity prices exacerbated by the pandemic.

Rental revenue of $27.1 million for the first six months of 2021 decreased $20.6 million, or 43%, from $47.7 million for the first six months of 2020. The decrease was primarily due to reduced drilling and completion activity by our customers resulting from depressed energy demand. Recovery in our rental business has been slower than our product business as an excess amount of competing rental equipment remains available in the market relative to the amount of completion activity being conducted by our customers.

Field service and other revenue for the six months ended June 30, 2021 was $43.9 million, a decrease of $1.2 million, or 3%, from $45.1 million for the six months ended June 30, 2020. The decrease was attributable to lower customer activity compared to the prior year, resulting in lower billable hours and ancillary services.

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Costs and expenses

Cost of product revenue for the six months ended June 30, 2021 was $84.6 million, an increase of $2.5 million, or 3%, from $82.1 million for the six months ended June 30, 2020. The increase was largely attributable to $3.1 million in credits related to tariff refunds recorded in the first six months of 2020.

Cost of rental revenue of $26.6 million for the first six months of 2021 decreased $3.4 million, or 11%, from $30.0 million for the first six months of 2020. The decrease was primarily attributable to decreased scrap and rework expense and lower depreciation expenses on our rental fleet as well as other savings resulting from lower activity, partially offset by higher repair and equipment reactivation costs. Rental cost of sales in 2020 also included approximately $0.3 million in credits related to tariff refunds.

Cost of field service and other revenue was $32.2 million for the six months ended June 30, 2021, a decrease of $3.1 million, or 9%, from $35.3 million for the six months of June 30, 2020. The decrease was mainly related to lower payroll costs associated with fewer field and branch personnel as well as lower depreciation on a reduced fleet of vehicles compared to the prior year. These decreases were partially offset by a reduction in gains from sales of field service vehicles of $1.7 million from 2020.

Selling, general and administrative expenses for the six months ended June 30, 2021 were $21.0 million compared to $22.4 million for the six months ended June 30, 2020. The $1.3 million decrease was largely attributable to a reduction in foreign currency losses and credit loss reserves. These decreases were offset by higher accruals in 2021 for annual incentive bonuses based on current year targets as well as increased stock-based compensation expense.

Severance expenses for the six months ended June 30, 2020 of $1.9 million represented severance benefits associated with headcount reductions during the prior year.

Interest income (expense), net. Interest expense, net for the first six months of 2021 was $0.3 million compared to interest income, net of $0.6 million for the first six months of 2020. The decrease in interest income, net of $1.0 million was primarily due to lower interest income on cash invested resulting from significantly lower interest rates in 2021 as well as the prior year period including $0.2 million of interest income recognized on tariff refunds.

Other income (expense), net. Other expense, net for the six months ended June 30, 2021 of $1.4 million related to a $1.0 million non-cash adjustment for the revaluation of the liability related to the tax receivable agreement and $0.4 million for professional fees and other expenses associated with the 2021 Secondary Offering. Other income, net for the six months ended June 30, 2020 of $1.3 million represented a non-cash adjustment for the revaluation of the liability related to the tax receivable agreement.

Income tax expense (benefit). Income tax benefit for the six months ended June 30, 2021 was $2.7 million compared to income tax expense of $8.8 million for the six months ended June 30, 2020. The income tax benefit for the first six months of 2021 included a $8.1 million benefit associated with a partial valuation allowance release associated with CW Unit redemptions during the year and a $1.1 million benefit associated with permanent differences related to equity compensation. These tax benefits were offset by an expense of $0.6 million related to a change in our foreign tax credit position and related valuation allowance.

Liquidity and Capital Resources

At June 30, 2021, we had $309.1 million of cash and cash equivalents. Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities and, if necessary, borrowings under our ABL Credit Facility. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed. As of June 30, 2021, we had no borrowings outstanding under our ABL Credit Facility and $75.0 million of available borrowing capacity. Additionally, we were in compliance with the covenants of the ABL Credit Facility as of June 30, 2021.

We believe that our existing cash on hand, cash generated from operations and available borrowings under our ABL Credit Facility will be sufficient for at least the next 12 months to meet working capital requirements, anticipated capital expenditures, expected payments related to the TRA, anticipated tax liabilities and dividends to holders of our Class A common stock as well as pro rata cash distributions to the holders of CW Units other than Cactus Inc.

For the six months ended June 30, 2021, net capital expenditures totaled $4.4 million, which were primarily related to rental fleet investments, particularly upgrades associated with our innovative technologies. We currently estimate our net capital

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expenditures for the year ending December 31, 2021 will range from $10 million to $15 million. We continuously evaluate our capital expenditures, and the amount we ultimately spend will depend on a number of factors, including, among other things, demand for rental assets, available capacity in existing locations, prevailing economic conditions, market conditions in the E&P industry, customers’ forecasts, volatility and company initiatives.

Our ability to satisfy our long-term liquidity requirements, including cash distributions to CW Unit Holders to fund their respective income tax liabilities relating to their share of the income of Cactus LLC and to fund liabilities related to the TRA, depends on our future operating performance, which is affected by, and subject to, prevailing economic conditions, market conditions in the E&P industry, availability and cost of raw materials, and financial, business and other factors, many of which are beyond our control. We will not be able to predict or control many of these factors, such as economic conditions in the markets where we operate and competitive pressures. If necessary, we could choose to further reduce our spending on capital projects and operating expenses to ensure we operate within the cash flow generated from our operations.

Cash Flows

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

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

	Six Months Ended June 30,
	2021		2020
	(in thousands)
Net cash provided by operating activities	$	43,229	$	102,549
Net cash used in investing activities	(4,353)		(16,550)
Net cash used in financing activities	(18,639)		(17,930)

Net cash provided by operating activities was $43.2 million and $102.5 million for the six months ended June 30, 2021 and 2020, respectively. Operating cash flows for 2021 decreased from 2020 primarily due to a decrease in net income adjusted for certain noncash items as well as an increase in net working capital use.

Net cash used in investing activities was $4.4 million and $16.6 million for the six months ended June 30, 2021 and 2020, respectively. The decrease was primarily due to lower capital expenditures associated with our rental fleet in 2021 due to reductions in planned purchases announced at the beginning of the year.

Net cash used in financing activities was $18.6 million and $17.9 million for the six months ended June 30, 2021 and 2020, respectively. The increase was attributable to a $1.8 million increase in share repurchases from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period and a $0.9 million increase in dividend payments offset by a $0.8 million reduction in payments on finance leases and a $1.2 million decrease in Cactus LLC member distributions.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods

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specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2021 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A.   Risk Factors.

In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our 2020 Annual Report and the risk factors and other cautionary statements contained in our other filings with the Securities and Exchange Commission, which could materially affect our business, results of operations, financial condition or cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition or cash flows. There have been no material changes in our risk factors from those described in our 2020 Annual Report or our other Securities and Exchange Commission filings.

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

Issuer Purchases of Equity Securities

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

Period	Total number of shares purchased (1)	Average price paid per share (2)
April 1-30, 2021	—	$	—
May 1-31, 2021	—	—
June 1-30, 2021	1,032	35.04
Total	1,032	$	35.04

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

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

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Item 6.   Exhibits.

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

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 12, 2018)
3.2	Amended and Restated Bylaws of Cactus, Inc., effective as of September 8, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on September 9, 2020)
10.1†	Second Amended and Restated Employment Agreement with Scott Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)
10.2†	Second Amended and Restated Employment Agreement with Joel Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)
31.1*	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Definition Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

**    Furnished herewith.

†     Management contract or compensatory plan or arrangement.

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SIGNATURES

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

		Cactus, Inc.
July 29, 2021	By:	/s/ Scott Bender
Date		Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer)
July 29, 2021	By:	/s/ Stephen Tadlock
Date		Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

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