UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________

(MARK ONE)

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

For the quarterly period ended September 30, 2022

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 November 3, 2022, the registrant had 60,718,869 shares of Class A common stock, $0.01 par value per share, and 15,159,253 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	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits	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. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements described under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 Annual Report”) and under “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and other cautionary statements contained herein. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

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

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

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

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

•the number of active workover rigs;

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

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

•overall oilfield service cost inflation;

•our success in cost recovery efforts;

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

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

•the size and timing of orders;

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

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

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

•expectations regarding overhead and operating costs and margins;

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

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

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

•the possibility of cancelled or delayed orders;

•our business strategy;

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

•our future revenue, income and operating performance;

i

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

•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, including, for instance, the armed conflict between Russia and Ukraine and associated economic sanctions on Russia;

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

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

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

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

•the impact of planned and possible future releases from and replenishments to the Strategic Petroleum Reserve;

•takeaway capacity, particularly in the Northeastern United States;

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

•the impact of LNG regasification and storage capacity on associated natural gas demand in Europe;

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

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

•the impact of ocean transit times on our operations and level of working capital;

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

•potential uninsured claims and litigation against us;

•competition and overall capacity within the oilfield services industry;

•availability of drilling rigs, pressure pumping fleets and oil country tubular goods (“OCTG”);

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

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

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

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of our business. These risks include, but are not limited to, the risks described in our 2021 Annual Report under “Part I, Item 1A. Risk Factors,” and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 under “Part II, Item 1A. Risk Factors.” Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

ii

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	September 30, 2022		December 31, 2021
	(in thousands, except per share data)
Assets
Current assets
Cash and cash equivalents	$	320,623	$	301,669
Accounts receivable, net of allowance of $901 and $741, respectively	131,748		89,205
Inventories	162,730		119,817
Prepaid expenses and other current assets	11,849		7,794
Total current assets	626,950		518,485
Property and equipment, net	130,099		129,117
Operating lease right-of-use assets, net	22,232		22,538
Goodwill	7,824		7,824
Deferred tax asset, net	306,789		303,074
Other noncurrent assets	1,307		1,040
Total assets	$	1,095,201	$	982,078
Liabilities and Equity
Current liabilities
Accounts payable	$	62,398	$	42,818
Accrued expenses and other current liabilities	31,659		28,240
Current portion of liability related to tax receivable agreement	27,696		11,769
Finance lease obligations, current portion	5,757		4,867
Operating lease liabilities, current portion	4,677		4,880
Total current liabilities	132,187		92,574
Deferred tax liability, net	2,099		1,172
Liability related to tax receivable agreement, net of current portion	260,844		269,838
Finance lease obligations, net of current portion	6,837		5,811
Operating lease liabilities, net of current portion	17,584		17,650
Total liabilities	419,551		387,045
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, 60,719 and 59,035 shares issued and outstanding	607		590
Class B common stock, $0.01 par value, 215,000 shares authorized, 15,159 and 16,674 shares issued and outstanding	—		—
Additional paid-in capital	307,698		289,600
Retained earnings	237,551		178,446
Accumulated other comprehensive income (loss)	(1,617)		8
Total stockholders’ equity attributable to Cactus Inc.	544,239		468,644
Non-controlling interest	131,411		126,389
Total stockholders’ equity	675,650		595,033
Total liabilities and equity	$	1,095,201	$	982,078

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands, except per share data)
Revenues
Product revenue	$	121,782	$	74,835	$	328,054	$	197,136
Rental revenue	27,105		15,271		73,143		42,404
Field service and other revenue	35,594		25,257		99,398		69,133
Total revenues	184,481		115,363		500,595		308,673
Costs and expenses
Cost of product revenue	73,747		49,708		203,839		134,329
Cost of rental revenue	16,323		13,250		46,740		39,824
Cost of field service and other revenue	27,145		19,490		78,685		51,645
Selling, general and administrative expenses	15,970		12,149		44,804		33,160
Total costs and expenses	133,185		94,597		374,068		258,958
Income from operations	51,296		20,766		126,527		49,715
Interest income (expense), net	1,140		(299)		1,344		(632)
Other income (expense), net	1,125		—		10		(1,410)
Income before income taxes	53,561		20,467		127,881		47,673
Income tax expense	12,041		3,290		23,498		586
Net income	$	41,520	$	17,177	$	104,383	$	47,087
Less: net income attributable to non-controlling interest	10,095		4,560		25,198		12,518
Net income attributable to Cactus Inc.	$	31,425	$	12,617	$	79,185	$	34,569
Earnings per Class A share - basic	$	0.52	$	0.22	$	1.32	$	0.64
Earnings per Class A share - diluted	$	0.51	$	0.21	$	1.30	$	0.58
Weighted average Class A shares outstanding - basic	60,665		58,248		60,164		54,188
Weighted average Class A shares outstanding - diluted	61,106		76,082		76,296		76,045

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Net income	$	41,520	$	17,177	$	104,383	$	47,087
Foreign currency translation adjustments	(1,219)		(529)		(2,150)		(804)
Comprehensive income	$	40,301	$	16,648	$	102,233	$	46,283
Less: comprehensive income attributable to non-controlling interest	9,795		4,413		24,673		12,209
Comprehensive income attributable to Cactus Inc.	$	30,506	$	12,235	$	77,560	$	34,074

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 June 30, 2022	60,613	$	606	15,263	$	—	$	304,418	$	212,913	$	(698)	$	126,569	$	643,808
Member distributions	—	—		—	—		—		—		—		(4,659)		(4,659)
Effect of CW Unit redemptions	104	1		(104)	—		894		—		—		(895)		—
Tax impact of equity transactions	—	—		—	—		(33)		—		—		—		(33)
Equity award vestings	2	—		—	—		5		—		—		(3)		2
Other comprehensive loss	—	—		—	—		—		—		(919)		(300)		(1,219)
Stock-based compensation	—	—		—	—		2,414		—		—		604		3,018
Cash dividends declared ($0.11 per share)	—	—		—	—		—		(6,787)		—		—		(6,787)
Net income	—	—		—	—		—		31,425		—		10,095		41,520
Balance at September 30, 2022	60,719	$	607	15,159	$	—	$	307,698	$	237,551	$	(1,617)	$	131,411	$	675,650
Balance at June 30, 2021	58,038	$	580	17,665	$	—	$	278,505	$	162,668	$	217	$	129,205	$	571,175
Member distributions	—	—		—	—		—		—		—		(4,514)		(4,514)
Effect of CW Unit redemptions	908	9		(908)	—		6,743		—		—		(6,752)		—
Tax impact of equity transactions	—	—		—	—		192		—		—		—		192
Equity award vestings	1	—		—	—		(12)		—		—		(6)		(18)
Other comprehensive loss	—	—		—	—		—		—		(382)		(147)		(529)
Stock-based compensation	—	—		—	—		1,625		—		—		483		2,108
Cash dividends declared ($0.10 per share)	—	—		—	—		—		(5,891)		—		—		(5,891)
Net income	—	—		—	—		—		12,617		—		4,560		17,177
Balance at September 30, 2021	58,947	$	589	16,757	$	—	$	287,053	$	169,394	$	(165)	$	122,829	$	579,700

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

4

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 December 31, 2021	59,035	$	590	16,674	$	—	$	289,600	$	178,446	$	8	$	126,389	$	595,033
Member distributions	—	—		—	—		—		—		—		(8,007)		(8,007)
Effect of CW Unit redemptions	1,515	15		(1,515)	—		12,039		—		—		(12,054)		—
Tax impact of equity transactions	—	—		—	—		2,931		—		—		—		2,931
Equity award vestings	169	2		—	—		(3,258)		—		—		(1,238)		(4,494)
Other comprehensive loss	—	—		—	—		—		—		(1,625)		(525)		(2,150)
Stock-based compensation	—	—		—	—		6,386		—		—		1,648		8,034
Cash dividends declared ($0.33 per share)	—	—		—	—		—		(20,080)		—		—		(20,080)
Net income	—	—		—	—		—		79,185		—		25,198		104,383
Balance at September 30, 2022	60,719	$	607	15,159	$	—	$	307,698	$	237,551	$	(1,617)	$	131,411	$	675,650
Balance at December 31, 2020	47,713	$	477	27,655	$	—	$	202,077	$	150,086	$	330	$	197,800	$	550,770
Member distributions	—	—		—	—		—		—		—		(8,074)		(8,074)
Effect of CW Unit redemptions	10,898	109		(10,898)	—		78,654		—		—		(78,763)		—
Tax impact of equity transactions	—	—		—	—		2,628		—		—		—		2,628
Equity award vestings	336	3		—	—		(1,079)		—		—		(2,116)		(3,192)
Other comprehensive loss	—	—		—	—		—		—		(495)		(309)		(804)
Stock-based compensation	—	—		—	—		4,773		—		—		1,773		6,546
Cash dividends declared ($0.28 per share)	—	—		—	—		—		(15,261)		—		—		(15,261)
Net income	—	—		—	—		—		34,569		—		12,518		47,087
Balance at September 30, 2021	58,947	$	589	16,757	$	—	$	287,053	$	169,394	$	(165)	$	122,829	$	579,700

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)

	Nine Months Ended September 30,
	2022		2021
	(in thousands)
Cash flows from operating activities
Net income	$	104,383	$	47,087
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	25,991		27,480
Deferred financing cost amortization	133		126
Stock-based compensation	8,034		6,546
Provision for expected credit losses	224		112
Inventory obsolescence	1,642		2,462
Gain on disposal of assets	(470)		(1,136)
Deferred income taxes	19,230		(1,404)
(Gain) loss from revaluation of liability related to tax receivable agreement	(10)		1,004
Changes in operating assets and liabilities:
Accounts receivable	(42,906)		(35,634)
Inventories	(45,545)		(16,491)
Prepaid expenses and other assets	(4,265)		(4,239)
Accounts payable	20,537		22,944
Accrued expenses and other liabilities	3,293		12,924
Payments pursuant to tax receivable agreement	(11,666)		(9,697)
Net cash provided by operating activities	78,605		52,084
Cash flows from investing activities
Capital expenditures and other	(21,197)		(10,382)
Proceeds from sale of assets	1,701		1,965
Net cash used in investing activities	(19,496)		(8,417)
Cash flows from financing activities
Payment of deferred financing costs	(165)		—
Payments on finance leases	(4,505)		(3,839)
Dividends paid to Class A common stock shareholders	(20,015)		(15,249)
Distributions to members	(8,007)		(8,074)
Repurchases of shares	(4,495)		(3,192)
Net cash used in financing activities	(37,187)		(30,354)
Effect of exchange rate changes on cash and cash equivalents	(2,968)		2
Net increase in cash and cash equivalents	18,954		13,315
Cash and cash equivalents
Beginning of period	301,669		288,659
End of period	$	320,623	$	301,974
Supplemental disclosure of cash flow information
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new lease obligations	$	10,707	$	11,958
Property and equipment in accounts payable	$	1,582	$	479

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, 2021.

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

Use of Estimates

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

Reclassifications

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

2.Concentrations, Risks and Uncertainties

Significant Customers

Our customers are primarily oil and natural gas 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. For the nine months ended September 30, 2022 and 2021, one customer represented approximately 10% and 13%, respectively, of our consolidated revenues.

Significant Vendors

The principal raw materials used in the manufacture of our products and rental equipment include forgings and plate, castings, tube and bar stock. In addition, we require accessory items (such as elastomers, ring gaskets, studs and nuts) and machined components and assemblies. We purchase these items from vendors primarily located in the United States, China, India and Australia. For the nine months ended September 30, 2022 and 2021, no vendor represented 10% or more of our total third-party vendor purchases of raw materials, finished products, components, equipment, machining and other services.

7

3.Accounts Receivable and Allowance for Credit Losses

We extend credit to customers in the normal course of business. Our customers are predominantly oil and gas E&P companies located in the U.S. Our receivables are short-term in nature and typically due in 30 to 45 days. We do not accrue interest on delinquent receivables. Accounts receivable includes amounts billed and currently due from customers and unbilled amounts for products delivered and services performed for which billings have not yet been submitted to the customers. Total unbilled revenue included in accounts receivable as of September 30, 2022 and December 31, 2021 was $34.3 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
Nine Months Ended September 30, 2022	$	741	$	224	$	(63)	$	(1)	$	901
Nine Months Ended September 30, 2021	598		112		(156)		(1)		553

4.Inventories

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

	September 30, 2022		December 31, 2021
Raw materials	$	3,497	$	1,870
Work-in-progress	6,503		4,288
Finished goods	152,730		113,659
	$	162,730	$	119,817

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5.Property and Equipment, net

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

	September 30, 2022		December 31, 2021
Land	$	5,302	$	3,203
Buildings and improvements	24,604		22,532
Machinery and equipment	57,152		56,937
Vehicles under finance lease	28,515		23,450
Rental equipment	190,220		180,704
Furniture and fixtures	1,758		1,755
Computers and software	3,645		3,495
Gross property and equipment	311,196		292,076
Less: Accumulated depreciation	(196,008)		(175,992)
Net property and equipment	115,188		116,084
Construction in progress	14,911		13,033
Total property and equipment, net	$	130,099	$	129,117

6.Debt

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

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 up to $75.0 million in revolving commitments.

On July 25, 2022, the ABL Credit Facility was amended and restated (the “Amended ABL Credit Facility”). The Amended ABL Credit Facility provides 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 Amended 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 Amended 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.

Borrowings under the Amended 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 Amended 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 0.50% 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 Amended ABL Credit Facility for the immediately preceding fiscal quarter. The unused portion of the Amended ABL Credit Facility is subject to a commitment fee of 0.250% per annum.

The maximum amount that Cactus LLC 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. We were in compliance with all covenants under the Amended ABL Credit Facility as of September 30, 2022.

7.Revenue

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

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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.

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 Kingdom of Saudi Arabia and other international markets. The following table presents our revenues disaggregated by category:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022					2021
Product revenue	$	121,782	66	%	$	74,835	65	%		$	328,054	65	%	$	197,136	64	%
Rental revenue	27,105		15	%	15,271		13	%		73,143		15	%	42,404		14	%
Field service and other revenue	35,594		19	%	25,257		22	%		99,398		20	%	69,133		22	%
Total revenues	$	184,481	100	%	$	115,363	100	%		$	500,595	100	%	$	308,673	100	%

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

8.Tax Receivable Agreement (TRA)

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

The TRA liability is calculated by determining the tax basis subject to the 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. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net. After finalizing its 2021 federal tax return in August 2022, Cactus Inc. made an $11.7 million TRA payment, which is equal to 85% of the $13.7 million 2021 tax benefit resulting from the exchange of CW Units for shares of Class A common stock. In September 2021, Cactus Inc. made a $9.7 million TRA payment based on its 2020 federal tax return. As of September 30, 2022, the total liability from the TRA was $288.5 million with $27.7 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

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termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

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

9.Equity

As of September 30, 2022, Cactus Inc. owned 80.0% of Cactus LLC as compared to 78.0% as of December 31, 2021. As of September 30, 2022, Cactus Inc. had outstanding 60.7 million shares of Class A common stock (representing 80.0% of the total voting power) and 15.2 million shares of Class B common stock (representing 20.0% of the total voting power).

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, 45.4 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.

During the nine months ended September 30, 2022, 1.5 million CW Units, together with a corresponding number of shares of Class B common stock, were redeemed in exchange for Class A common stock in accordance with the Cactus Wellhead LLC Agreement. There was no change in the combined number of Cactus Inc. voting shares outstanding as a result of the redemptions.

On September 13, 2021, Cadent Energy Partners II - GP, L.P., the general partner of Cadent Energy Partners II, L.P. (“Cadent”), and Cadent Management Services, LLC (“Cadent Management”), Cadent’s manager, transferred their aggregate ownership of 228,878 CW Units, together with a corresponding number of shares of Class B common stock, to certain Cactus Inc. board members and executive management. The transfers were made at the discretion of Cadent and Cadent Management without the consent of the transferees. Additionally, Cadent Energy Partners II - GP, L.P. and Cadent Management redeemed their remaining 715,215 CW Units held, together with a corresponding number of shares of 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 cancelled 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 voting shares of Cactus Inc. outstanding. In addition to these transfers and redemptions, 192,459 CW Units were redeemed in exchange for shares of Class A common stock during the three months ended September 30, 2021. We recorded an increase in additional paid-in capital with a corresponding decrease in the non-controlling interest in equity of approximately $6.8 million and an increase in the TRA liability of $7.5 million resulting from the redemptions of CW Units during the third quarter of 2021. Additionally, we recognized a $0.7 million tax benefit for the partial valuation release related to the realizable portion of the deferred tax assets.

On June 17, 2021, 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 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

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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. 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.

Dividends

Aggregate cash dividends of $0.33 per share of Class A common stock declared during the nine months ended September 30, 2022 totaled $20.1 million compared to $0.28 per share of Class A common stock and $15.3 million during the nine months ended September 30, 2021. Cash dividends paid during the nine months ended September 30, 2022 and 2021 totaled $20.0 million and $15.2 million, respectively. Dividends accrue on unvested equity-based awards on the date of record and are paid 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 nine months ended September 30, 2022, Cactus LLC distributed $31.7 million to Cactus Inc. to fund its dividend, TRA and estimated tax payments and made pro rata distributions to the other members totaling $8.0 million over the same period. During the nine months ended September 30, 2021, Cactus LLC distributed $24.7 million to Cactus Inc. to fund its dividend and TRA payments and made pro rata distributions to the other members totaling $8.1 million.

Limitation of Members’ Liability

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

10.Commitments and Contingencies

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

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11.Earnings per Share

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net income attributable to Cactus Inc.—basic	$	31,425	$	12,617	$	79,185	$	34,569
Net income attributable to non-controlling interest (1)	—		3,400		19,686		9,491
Net income attributable to Cactus Inc.—diluted (1)	$	31,425	$	16,017	$	98,871	$	44,060
Denominator:
Weighted average Class A shares outstanding—basic	60,665		58,248		60,164		54,188
Effect of dilutive shares (2)	441		17,834		16,132		21,857
Weighted average Class A shares outstanding—diluted (2)	61,106		76,082		76,296		76,045
Earnings per Class A share—basic	$	0.52	$	0.22	$	1.32	$	0.64
Earnings per Class A share—diluted (1),(2)	$	0.51	$	0.21	$	1.30	$	0.58

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

(2)Diluted earnings per share for the three months ended September 30, 2022 excludes 15.2 million weighted average shares of Class B common stock as the effect would be anti-dilutive.

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

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

Executive Summary

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

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

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

During the nine months ended September 30, 2022, we derived 65% of total revenues from the sale of our products, 15% of total revenues from rental and 20% of total revenues from field service and other. During the nine months ended September 30, 2021, we derived 64% of total revenues from the sale of our products, 14% of total revenues from rental and 22% of total revenues from field service and other. We have predominantly domestic revenues with a small amount of sales in select international markets.

Market Factors

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

The key market factors impacting our product sales are the number of wells drilled and placed on production, as each well requires an individual wellhead assembly and, at some time after completion, the installation of an associated production tree. We measure our product sales activity levels against our competitors by the number of rigs that we are supporting on a monthly basis as it is correlated to wells drilled. Each active drilling rig produces different levels of revenue based on the customer’s drilling program and efficiencies, which includes factors such as the number of wells drilled per pad, the timing of rig moves, the time taken to drill each well, the number and size of casing strings, the working pressure, material selection, 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 our customers are operating. While these factors may lead to differing revenues

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per rig, we have generally been able to forecast our product needs and anticipated revenue levels based on historic trends in a given region and with a specific customer.

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

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

Recent Developments and Trends

Oil prices have been extremely volatile throughout 2022 primarily due to global import restrictions already enacted and anticipated to be enacted on Russian oil in response to the conflict in Ukraine, efforts by the President of the United States to combat rising gasoline prices by releasing oil from the Strategic Petroleum Reserve, fears of a recession in the United States, China and Europe caused by increasing inflation and rising interest rates and planned production cuts by the Organization of Petroleum Exporting Countries (OPEC+). Oil prices reached their peak in March 2022 with West Texas Intermediate (“WTI”) prices increasing to over $123 per barrel. Prices remained elevated, yet volatile for several months until briefly dropping to under $77 per barrel in late September 2022, approaching lower pricing not seen since the beginning of 2022, only to increase to over $90 in early November 2022.

Prices for natural gas have been elevated, but also volatile, throughout 2022 in the United States due to several factors including higher demand for heating due to a colder winter at the beginning of the year, a nationwide heat wave during the summer and record-high LNG exports due to a rise in global LNG demand. Henry Hub natural gas spot prices have increased from an average of $3.76 per one million British Thermal Units (“MMBtu”) for December 2021 to an average high of $8.14 per MMBtu for May 2022 and most recently to an average of $5.66 per MMBtu for October 2022. Delivery bottlenecks, lack of storage capacity and mild weather in Europe have contributed to the aforementioned price decline.

The ongoing conflict in Ukraine has had repercussions globally and in the United States by continuing to cause uncertainty, not only in the oil and natural gas markets, but also in the financial markets. Such uncertainty already has and could continue to result in stock price volatility and supply chain disruptions as well as higher oil and natural gas prices which could result in higher inflation worldwide, impact consumer spending and negatively impact demand for our goods and services. Moreover, additional interest rate increases by the U.S. Federal Reserve to combat inflation could further increase the probability of a recession.

Notwithstanding the significant commodity price volatility this year, we have seen increases in United States onshore drilling activity, particularly among private operators. During the three months ended September 30, 2022, the weekly average U.S. onshore rig count as reported by Baker Hughes was 741 rigs compared to 697 rigs for the three months ended June 30, 2022 and 483 rigs for the three months ended September 30, 2021. Current rig activity remains significantly reduced from 2019 levels when the weekly average rig count for the three months ended March 31, 2019 was 1,021. However, notwithstanding the impact of longer laterals, improved rig efficiencies have partially offset the impact of this reduction. As of November 4, 2022, the U.S. onshore rig count was 754.

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

Inflation and Increased Costs

Supply chain disruptions, geopolitical issues and significantly increased demand for goods and services worldwide resulted in substantial increases in fuel, raw materials, component parts, ocean freight charges and increased labor costs this year. Inflation as reported by the U.S. Bureau of Labor Statistics has increased in 2022, rising from an average of 4.7% in 2021 to 8.2% in

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September 2022. September’s reported increase was down slightly from the high of 9.1% in June 2022 but was higher than economists expected, continuing to fuel fears of a recession. Salaries and wages remain elevated as a result of competitive labor markets, especially in certain key oil and gas producing areas, but also due to broader inflation trends and labor shortages. We expect we will continue to experience inflationary pressures on our cost structure for the foreseeable future; however, tightness in overseas freight and transit times from China have eased. Additionally, raw material and component costs are moderating due in part to a strengthening United States dollar and weakening steel demand. Nonetheless, we cannot be confident that transit times or input prices will return to the lower levels experienced in prior years. Continued inflation and looming concerns regarding a possible recession weigh on the outlook for oil demand which could in turn negatively impact demand for our goods and services.

Critical Accounting Policies and Estimates

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

Consolidated Results of Operations

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

Three Months Ended September 30, 2022 Compared to Three Months Ended June 30, 2022

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

	Three Months Ended
	September 30, 2022		June 30, 2022		$ Change		% Change
	(in thousands)
Revenues
Product revenue	$	121,782	$	112,232	$	9,550	8.5	%
Rental revenue	27,105		23,695		3,410		14.4
Field service and other revenue	35,594		34,288		1,306		3.8
Total revenues	184,481		170,215		14,266		8.4
Costs and expenses
Cost of product revenue	73,747		69,172		4,575		6.6
Cost of rental revenue	16,323		15,328		995		6.5
Cost of field service and other revenue	27,145		26,734		411		1.5
Selling, general and administrative expenses	15,970		14,740		1,230		8.3
Total costs and expenses	133,185		125,974		7,211		5.7
Income from operations	51,296		44,241		7,055		15.9
Interest income, net	1,140		304		836		nm
Other income, net	1,125		—		1,125		nm
Income before income taxes	53,561		44,545		9,016		20.2
Income tax expense	12,041		8,765		3,276		37.4
Net income	41,520		35,780		5,740		16.0
Less: net income attributable to non-controlling interest	10,095		8,636		1,459		16.9
Net income attributable to Cactus Inc.	$	31,425	$	27,144	$	4,281	15.8	%
nm = not meaningful

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Revenues

Product revenue was $121.8 million for the third quarter of 2022 compared to $112.2 million for the second quarter of 2022. The increase of $9.6 million, representing a 9% increase, was primarily due to increased sales of wellhead and production related equipment resulting from higher drilling activity by our customers as well as continued cost recovery efforts.

Rental revenue for the third quarter of 2022 was $27.1 million, an increase of $3.4 million, or 14%, from $23.7 million for the second quarter of 2022. The increase was mainly attributable to higher customer drilling and completion activity and associated repairs.

Field service and other revenue of $35.6 million for the third quarter of 2022 increased $1.3 million, or 4%, from $34.3 million for the second quarter of 2022. The increase was primarily due to higher billable hours from increased customer activity.

Costs and expenses

Cost of product revenue for the third quarter of 2022 of $73.7 million increased $4.6 million, or 7%, from $69.2 million for the second quarter of 2022. The increase was primarily attributable to the increase in product sales as well as increased costs associated with freight and overhead.

Cost of rental revenue for the third quarter of 2022 was $16.3 million, an increase of $1.0 million, or 6%, from $15.3 million for the second quarter of 2022 mainly due to increased equipment repair costs partially offset by lower depreciation expense on our rental fleet.

Cost of field service and other revenue was $27.1 million for the third quarter of 2022, an increase of $0.4 million, or 2%, from $26.7 million for the second quarter of 2022. The increase was primarily related to increased personnel costs associated with an increase in the number of field personnel and higher wages partially offset by lower third-party service costs.

Selling, general and administrative expenses for the third quarter of 2022 were $16.0 million, an increase of $1.2 million, or 8%, from $14.7 million for the second quarter of 2022. The increase was primarily due to increased personnel costs associated

with higher salaries and wages, benefits and stock-based compensation expense as well as increased professional fees, offset slightly by lower bad debt expense.

Interest income, net. Interest income, net for the third quarter of 2022 was $1.1 million compared to $0.3 million for the second quarter of 2022. The increase of $0.8 million was primarily due to higher interest income as a result of increased interest rates.

Other income, net. Other income, net for the third quarter of 2022 of $1.1 million represented a non-cash adjustment for the revaluation of the liability related to the tax receivable agreement as a result of changes to the state tax rate.

Income tax expense. Income tax expense for the third quarter of 2022 was $12.0 million compared to $8.8 million for the second quarter of 2022. Income tax expense for the third quarter of 2022 included approximately $11.0 million of expense associated with current income and $1.1 million of expense associated with the revaluation of our deferred tax asset as a result of a change in our forecasted state tax rate offset by a $0.1 million tax benefit associated with the partial valuation allowance release in conjunction with third quarter 2022 redemptions of CW Units. Partial valuation releases occur in conjunction with redemptions of CW Units as a portion of Cactus Inc.’s deferred tax assets from its investment in Cactus LLC becomes realizable. Income tax expense for the second quarter of 2022 included approximately $9.1 million of expense associated with current income offset by a $0.3 million tax benefit associated with the partial valuation allowance release in conjunction with second quarter 2022 redemptions of CW Units.

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

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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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

	Nine Months Ended September 30,
	2022		2021		$ Change		% Change
	(in thousands)
Revenues
Product revenue	$	328,054	$	197,136	$	130,918	66.4	%
Rental revenue	73,143		42,404		30,739		72.5
Field service and other revenue	99,398		69,133		30,265		43.8
Total revenues	500,595		308,673		191,922		62.2
Costs and expenses
Cost of product revenue	203,839		134,329		69,510		51.7
Cost of rental revenue	46,740		39,824		6,916		17.4
Cost of field service and other revenue	78,685		51,645		27,040		52.4
Selling, general and administrative expenses	44,804		33,160		11,644		35.1
Total costs and expenses	374,068		258,958		115,110		44.5
Income from operations	126,527		49,715		76,812		nm
Interest income (expense), net	1,344		(632)		1,976		nm
Other income (expense), net	10		(1,410)		1,420		nm
Income before income taxes	127,881		47,673		80,208		nm
Income tax expense	23,498		586		22,912		nm
Net income	104,383		47,087		57,296		nm
Less: net income attributable to non-controlling interest	25,198		12,518		12,680		nm
Net income attributable to Cactus Inc.	$	79,185	$	34,569	$	44,616	nm
nm = not meaningful

Revenues

Product revenue was $328.1 million for the nine months ended September 30, 2022 compared to $197.1 million for the nine months ended September 30, 2021. The increase of $130.9 million, representing a 66% increase from 2021, was primarily due to higher sales of wellhead and production related equipment resulting from higher activity by our customers as well as continued cost recovery efforts.

Rental revenue of $73.1 million for the first nine months of 2022 increased $30.7 million, or 72%, from $42.4 million for the first nine months of 2021. The increase was primarily attributable to higher drilling and completion activity by our customers and associated repairs.

Field service and other revenue for the nine months ended September 30, 2022 was $99.4 million, an increase of $30.3 million, or 44%, from $69.1 million for the nine months ended September 30, 2021. The increase was attributable to increased customer activity, resulting in higher billable hours and ancillary services as well as cost recovery measures.

Costs and expenses

Cost of product revenue for the nine months ended September 30, 2022 was $203.8 million, an increase of $69.5 million, or 52%, from $134.3 million for the nine months ended September 30, 2021. The increase was largely attributable to an increase in product sales and increased costs associated with materials, freight and overhead.

Cost of rental revenue of $46.7 million for the first nine months of 2022 increased $6.9 million, or 17%, from $39.8 million for the first nine months of 2021. The increase was primarily due to higher scrap expense, repair and equipment reactivation costs and increased personnel, ancillary costs and branch expenses, partially offset by lower depreciation expense on our rental fleet.

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Cost of field service and other revenue was $78.7 million for the nine months ended September 30, 2022, an increase of $27.0 million, or 52%, from $51.6 million for the nine months ended September 30, 2021. The increase was mainly related to higher personnel costs resulting from an increase in the number of field and branch personnel and higher wages as well as higher fuel and third-party service costs associated with increased field service activity levels.

Selling, general and administrative expenses for the nine months ended September 30, 2022 were $44.8 million compared to $33.2 million for the nine months ended September 30, 2021. The $11.6 million increase was largely attributable to increased personnel costs primarily related to higher salaries and wages, benefits and accruals for annual incentive bonuses. Additional increases related to higher stock-based compensation expense, professional fees, information technology expenses and travel costs.

Interest income (expense), net. Interest income, net for the first nine months of 2022 was $1.3 million compared to interest expense, net of $0.6 million for the first nine months of 2021. The increase in interest income, net of $2.0 million was primarily due to higher interest income earned on cash invested resulting from increased interest rates in 2022.

Other expense, net. Other expense, net for the nine months ended September 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.

Income tax expense. Income tax expense for the nine months ended September 30, 2022 was $23.5 million compared to $0.6 million for the nine months ended September 30, 2021. Income tax expense for the first nine months of 2022 included approximately $26.3 million of expense associated with current income offset by a $1.7 million benefit associated with permanent differences related to equity compensation and a $1.2 million tax benefit associated with the partial valuation allowance release in conjunction with CW Unit redemptions during the year. The income tax expense for the first nine months of 2021 included an $8.9 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.

Liquidity and Capital Resources

At September 30, 2022, we had $320.6 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 Amended ABL Credit Facility. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed. As of September 30, 2022, we had no borrowings outstanding under our Amended ABL Credit Facility and $80.0 million of available borrowing capacity. Additionally, we were in compliance with the covenants of the Amended ABL Credit Facility as of September 30, 2022.

We believe that our existing cash on hand, cash generated from operations and available borrowings under our Amended 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 nine months ended September 30, 2022, net capital expenditures totaled $19.5 million, which were primarily related to additions to the Company’s fleet of rental equipment, including drilling-related tools, and additional investment in and expansion of our Bossier City location. We currently estimate our net capital expenditures for the year ending December 31, 2022 will be approximately $25 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.

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Cash Flows

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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

	Nine Months Ended September 30,
	2022		2021
	(in thousands)
Net cash provided by operating activities	$	78,605	$	52,084
Net cash used in investing activities	(19,496)		(8,417)
Net cash used in financing activities	(37,187)		(30,354)

Net cash provided by operating activities was $78.6 million and $52.1 million for the nine months ended September 30, 2022 and 2021, respectively. Operating cash flows for 2022 increased primarily due to an increase in income offset by a $2.0 million increase in TRA payments and an increase in working capital, largely related to the increase in inventory and increased accounts receivable associated with higher revenues.

Net cash used in investing activities was $19.5 million and $8.4 million for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily due to increased investments associated with our rental fleet and additional investment in and expansion of our Bossier City location.

Net cash used in financing activities was $37.2 million and $30.4 million for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily comprised of a $4.8 million increase in dividend payments, a $1.3 million increase in share repurchases from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period, a $0.7 million increase in payments on finance leases and $0.2 million in deferred financing costs.

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 2021 Annual Report. Our exposure to market risk has not changed materially since December 31, 2021.

Item 4.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A.   Risk Factors.

In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described below and under “Part I, Item 1A. Risk Factors” included in our 2021 Annual Report, and under “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and 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. Except as previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, there have been no material changes in our risk factors from those described in our 2021 Annual Report or our other Securities and Exchange Commission filings.

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

Not applicable.

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 Amendment to Credit Agreement, dated as of July 25, 2022, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.C., as administrative agent, an issuing bank and swingline lender
31.1*	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Definition Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

**    Furnished herewith.

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SIGNATURES

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

		Cactus, Inc.
November 7, 2022	By:	/s/ Scott Bender
Date		Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer)
November 7, 2022	By:	/s/ Stephen Tadlock
Date		Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

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