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~~September 30, 2020


☐			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 28,~~November 3, 2020, the registrant had ~~47,478,234~~47,549,381 shares of Class A common stock, $0.01 par value per share, and ~~27,883,286~~27,815,584 shares of Class B common stock, $0.01 par value per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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 level of growth or decline in number of rigs, pad sizes, well spacings and associated well count, availability of takeaway capacity and availability of storage capacity;

•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 completion activity;

•the size and timing of orders;

•availability of raw materials and imported items;

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

•expectations regarding raw materials, overhead and operating costs and margins;

•availability 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 the political, regulatory, economic and social conditions domestically or internationally;

•the ultimate 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 customers or impact demand for oil and gas;

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•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 natural gas;

•increases in import tariffs assessed on products from China and imported raw materials used in the manufacture of our goods in the United States 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 LLC (the “TRA Holders”) in connection with our initial public offering;

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

•potential uninsured claims and litigation against us;

•competition 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, 2019 (our “2019 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.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(in thousands, except per share data)							(in thousands, except per share data)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	270,673	$	202,603	Cash and cash equivalents	$	273,941	$	202,603
Accounts receivable, net of allowance of $1,270 and $837, respectively		46,824		87,865
Accounts receivable, net of allowance of $904 and $837, respectively						Accounts receivable, net of allowance of $904 and $837, respectively	40,290		87,865
Inventories	Inventories	90,719		113,371		Inventories	87,702		113,371
Prepaid expenses and other current assets	Prepaid expenses and other current assets	8,450		11,044		Prepaid expenses and other current assets	9,961		11,044
Total current assets	Total current assets	416,666		414,883		Total current assets	411,894		414,883
Property and equipment, net	Property and equipment, net	157,145		161,748		Property and equipment, net	148,696		161,748
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	22,500		26,561		Operating lease right-of-use assets, net	24,167		26,561
Goodwill	Goodwill	7,824		7,824		Goodwill	7,824		7,824
Deferred tax asset, net	Deferred tax asset, net	216,732		222,545		Deferred tax asset, net	217,659		222,545
Other noncurrent assets	Other noncurrent assets	1,285		1,403		Other noncurrent assets	1,248		1,403
Total assets	Total assets	$	822,152	$	834,964	Total assets	$	811,488	$	834,964
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	13,288	$	40,957	Accounts payable	$	15,573	$	40,957
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	13,925		22,067		Accrued expenses and other current liabilities	14,565		22,067
Current portion of liability related to tax receivable agreement	Current portion of liability related to tax receivable agreement	21,402		14,630		Current portion of liability related to tax receivable agreement	8,902		14,630
Finance lease obligations, current portion	Finance lease obligations, current portion	5,398		6,735		Finance lease obligations, current portion	4,009		6,735
Operating lease liabilities, current portion	Operating lease liabilities, current portion	4,765		6,737		Operating lease liabilities, current portion	4,948		6,737
Total current liabilities	Total current liabilities	58,778		91,126		Total current liabilities	47,997		91,126
Deferred tax liability, net	Deferred tax liability, net	718		1,348		Deferred tax liability, net	792		1,348
Liability related to tax receivable agreement, net of current portion	Liability related to tax receivable agreement, net of current portion	194,101		201,902		Liability related to tax receivable agreement, net of current portion	194,616		201,902
Finance lease obligations, net of current portion	Finance lease obligations, net of current portion	2,977		3,910		Finance lease obligations, net of current portion	2,286		3,910
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	17,671		20,283		Operating lease liabilities, net of current portion	19,237		20,283
Total liabilities	Total liabilities	274,245		318,569		Total liabilities	264,928		318,569
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Preferred stock, $0.01 par value, 10,000 shares authorized, NaN issued and outstanding	Preferred stock, $0.01 par value, 10,000 shares authorized, NaN issued and outstanding	—		—		Preferred stock, $0.01 par value, 10,000 shares authorized, NaN issued and outstanding	0		0
Class A common stock, $0.01 par value, 300,000 shares authorized, 47,478 and 47,159 shares issued and outstanding		475		472
Class B common stock, $0.01 par value, 215,000 shares authorized, 27,884 and 27,958 shares issued and outstanding		—		—
Class A common stock, $0.01 par value, 300,000 shares authorized, 47,547 and 47,159 shares issued and outstanding						Class A common stock, $0.01 par value, 300,000 shares authorized, 47,547 and 47,159 shares issued and outstanding	475		472
Class B common stock, $0.01 par value, 215,000 shares authorized, 27,816 and 27,958 shares issued and outstanding						Class B common stock, $0.01 par value, 215,000 shares authorized, 27,816 and 27,958 shares issued and outstanding	0		0
Additional paid-in capital	Additional paid-in capital	197,484		194,456		Additional paid-in capital	199,570		194,456
Retained earnings	Retained earnings	149,356		132,990		Retained earnings	151,240		132,990
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(569)		(452)		Accumulated other comprehensive loss	(266)		(452)
Total stockholders’ equity attributable to Cactus Inc.	Total stockholders’ equity attributable to Cactus Inc.	346,746		327,466		Total stockholders’ equity attributable to Cactus Inc.	351,019		327,466
Non-controlling interest	Non-controlling interest	201,161		188,929		Non-controlling interest	195,541		188,929
Total stockholders’ equity	Total stockholders’ equity	547,907		516,395		Total stockholders’ equity	546,560		516,395
Total liabilities and equity	Total liabilities and equity	$	822,152	$	834,964	Total liabilities and equity	$	811,488	$	834,964

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
		(in thousands, except per share data)															(in thousands, except per share data)
Revenues	Revenues									Revenues
Product revenue	Product revenue	$	40,893	$	94,494	$	127,924	$	181,134	Product revenue	$	35,857	$	92,582	$	163,781	$	273,716
Rental revenue	Rental revenue	11,535		39,576		47,698		78,073		Rental revenue	9,881		35,528		57,579		113,601
Field service and other revenue	Field service and other revenue	14,120		34,423		45,065		68,161		Field service and other revenue	14,051		32,698		59,116		100,859
Total revenues	Total revenues	66,548		168,493		220,687		327,368		Total revenues	59,789		160,808		280,476		488,176
Costs and expenses	Costs and expenses									Costs and expenses
Cost of product revenue	Cost of product revenue	25,962		57,517		82,097		110,535		Cost of product revenue	19,879		57,768		101,976		168,303
Cost of rental revenue	Cost of rental revenue	10,675		19,450		30,014		37,241		Cost of rental revenue	9,647		17,194		39,661		54,435
Cost of field service and other revenue	Cost of field service and other revenue	11,486		26,824		35,297		53,730		Cost of field service and other revenue	9,323		25,375		44,620		79,105
Selling, general and administrative expenses	Selling, general and administrative expenses	8,693		13,252		22,355		25,920		Selling, general and administrative expenses	8,384		13,348		30,739		39,268
Severance expenses	Severance expenses	857		—		1,864		—		Severance expenses	0		0		1,864		0
Total costs and expenses	Total costs and expenses	57,673		117,043		171,627		227,426		Total costs and expenses	47,233		113,685		218,860		341,111
Income from operations	Income from operations	8,875		51,450		49,060		99,942		Income from operations	12,556		47,123		61,616		147,065

Interest income, net	Interest income, net	223		93		633		116		Interest income, net	218		373		851		489
Other income (expense), net	Other income (expense), net	1,310		—		1,310		(1,042)		Other income (expense), net	(1,865)		558		(555)		(484)
Income before income taxes	Income before income taxes	10,408		51,543		51,003		99,016		Income before income taxes	10,909		48,054		61,912		147,070
Income tax expense	Income tax expense	1,313		10,793		8,810		9,820		Income tax expense	23		12,221		8,833		22,041
Net income	Net income	$	9,095	$	40,750	$	42,193	$	89,196	Net income	$	10,886	$	35,833	$	53,079	$	125,029
Less: net income attributable to non-controlling interest	Less: net income attributable to non-controlling interest	3,067		19,342		17,182		40,981		Less: net income attributable to non-controlling interest	4,653		16,494		21,835		57,475
Net income attributable to Cactus Inc.	Net income attributable to Cactus Inc.	$	6,028	$	21,408	$	25,011	$	48,215	Net income attributable to Cactus Inc.	$	6,233	$	19,339	$	31,244	$	67,554

Earnings per Class A share - basic	Earnings per Class A share - basic	$	0.13	$	0.46	$	0.53	$	1.13	Earnings per Class A share - basic	$	0.13	$	0.41	$	0.66	$	1.53
Earnings per Class A share - diluted	Earnings per Class A share - diluted	$	0.11	$	0.45	$	0.51	$	1.07	Earnings per Class A share - diluted	$	0.13	$	0.41	$	0.64	$	1.50

Weighted average Class A shares outstanding - basic	Weighted average Class A shares outstanding - basic	47,436		46,881		47,353		42,819		Weighted average Class A shares outstanding - basic	47,510		47,095		47,406		44,260
Weighted average Class A shares outstanding - diluted	Weighted average Class A shares outstanding - diluted	75,367		47,145		75,347		75,326		Weighted average Class A shares outstanding - diluted	75,622		47,322		75,427		75,337

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
		(in thousands)															(in thousands)
Net income	Net income	$	9,095	$	40,750	$	42,193	$	89,196	Net income	$	10,886	$	35,833	$	53,079	$	125,029
Foreign currency translation adjustments	Foreign currency translation adjustments	879		(371)		(204)		(101)		Foreign currency translation adjustments	533		(469)		329		(570)
Comprehensive income	Comprehensive income	$	9,974	$	40,379	$	41,989	$	89,095	Comprehensive income	$	11,419	$	35,364	$	53,408	$	124,459
Less: comprehensive income attributable to non-controlling interest	Less: comprehensive income attributable to non-controlling interest	3,448		19,203		17,095		40,989		Less: comprehensive income attributable to non-controlling interest	4,883		16,494		21,978		57,475
Comprehensive income attributable to Cactus Inc.	Comprehensive income attributable to Cactus Inc.	$	6,526	$	21,176	$	24,894	$	48,106	Comprehensive income attributable to Cactus Inc.	$	6,536	$	18,870	$	31,430	$	66,984

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)


		Class A				Class B						Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Non-controlling Interest		Total Equity (Deficit)	Class A						Class B						Additional Paid-In Capital			Retained Earnings				Accumulated Other Comprehensive Loss			Non-controlling Interest		Total Equity
		Common Stock				Common Stock																									Common Stock									Additional Paid-In Capital				Retained Earnings		Accumulated Other Comprehensive Loss			Non-controlling Interest	Total Equity
(in thousands)	(in thousands)	Shares	Amount		Shares	Amount																		(in thousands)	Shares			Amount			Shares			Amount			Additional Paid-In Capital											Retained Earnings
Balance at March 31, 2020		47,398	$	474	27,958	$	—	$	195,381	$	147,670	$	(1,067)	$	199,968	$	542,426
Balance at June 30, 2020																		Balance at June 30, 2020	47,478		$	475	27,884			$	0		$	197,484		$	149,356					$	(569)	$	201,161	$	547,907
Member distributions	Member distributions	—	—		—	—		—		—		—		(2,509)		(2,509)		Member distributions	—		—		—			—			—			—			—					(10,848)				(10,848)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	74	1		(74)	—		539		—		—		(540)		—		Effect of CW Unit redemptions	68		0		(68)			—			476			—			—			(476)				—
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		156		—		—		—		156		Tax impact of equity transactions	—		—		—			—			199			—			—			—				199
Equity award vestings	Equity award vestings	6	—		—	—		3		—		—		(32)		(29)		Equity award vestings	1		—		—			—			4			—			—			(4)				0
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		498		381		879		Other comprehensive income	—		—		—			—			—			—			303			230				533
Stock-based compensation	Stock-based compensation	—	—		—	—		1,405		—		—		826		2,231		Stock-based compensation	—		—		—			—			1,407			—			—			825				2,232
Cash dividends declared on Class A common stock ($0.09 per share)	Cash dividends declared on Class A common stock ($0.09 per share)	—	—		—	—		—		(4,342)		—		—		(4,342)		Cash dividends declared on Class A common stock ($0.09 per share)	—		—		—			—			—			(4,349)			—			—				(4,349)
Net income	Net income	—	—		—	—		—		6,028		—		3,067		9,095		Net income	—		—		—			—			—			6,233			—			4,653				10,886
Balance at June 30, 2020		47,478	$	475	27,884	$	—	$	197,484	$	149,356	$	(569)	$	201,161	$	547,907
Balance at September 30, 2020																		Balance at September 30, 2020	47,547		$	475	27,816			$	0		$	199,570		$	151,240		$	(266)		$	195,541			$	546,560

Balance at March 31, 2019		46,391	$	464	28,718	$	—	$	189,902	$	78,490	$	(259)	$	147,764	$	416,361
Balance at June 30, 2019																		Balance at June 30, 2019	47,093		$	471	28,020			$	0		$	193,160		$	99,898		$	(498)		$	161,499			$	454,530
Adjustments to prior periods																		Adjustments to prior periods	—		—		—			—			(1,466)			—			—			960				(506)
Member distributions	Member distributions	—	—		—	—		—		—		—		(3,613)		(3,613)		Member distributions	—		—		—			—			—			—			—			(2,005)				(2,005)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	698	7		(698)	—		4,406		—		(7)		(4,406)		—		Effect of CW Unit redemptions	5		0		(5)			—			39			—			0			(39)				—
Adjustment to deferred tax asset from CW Unit redemptions		—	—		—	—		(1,519)		—		—		—		(1,519)
Tax impact of equity transactions		—	—		—	—		1,072		—		—		—		1,072
Equity award vestings	Equity award vestings	4	—		—	—		(2,593)		—		—		2,551		(42)		Equity award vestings	2		—		—			—			(13)			—			—			0				(13)
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—		(232)		(139)		(371)		Other comprehensive loss	—		—		—			—			—			—			(294)			(175)				(469)
Stock-based compensation	Stock-based compensation	—	—		—	—		1,892		—		—		—		1,892		Stock-based compensation	—		—		—			—			1,689			—			—			—				1,689
Net income	Net income	—	—		—	—		—		21,408		—		19,342		40,750		Net income	—		—		—			—			—			19,339			—			16,494				35,833
Balance at June 30, 2019		47,093	$	471	28,020	$	—	$	193,160	$	99,898	$	(498)	$	161,499	$	454,530
Balance at September 30, 2019																		Balance at September 30, 2019	47,100		$	471	28,015			$	0		$	193,409		$	119,237		$	(792)		$	176,734			$	489,059

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(unaudited)


		Class A				Class B						Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Non-controlling Interest		Total Equity (Deficit)	Class A						Class B						Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Non-controlling Interest			Total Equity
		Common Stock				Common Stock																									Common Stock									Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Non-controlling Interest	Total Equity
(in thousands)	(in thousands)	Shares	Amount		Shares	Amount																		(in thousands)	Shares			Amount			Shares			Amount			Additional Paid-In Capital											Retained Earnings
Balance at December 31, 2019	Balance at December 31, 2019	47,159	$	472	27,958	$	—	$	194,456	$	132,990	$	(452)	$	188,929	$	516,395	Balance at December 31, 2019	47,159		$	472	27,958			$	0		$	194,456		$	132,990					$	(452)		$	188,929		$	516,395
Member distributions	Member distributions	—	—		—	—		—		—		—		(4,712)		(4,712)		Member distributions	—		—		—			—			—			—			—			(15,560)		(15,560)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	74	1		(74)	—		539		—		—		(540)		—		Effect of CW Unit redemptions	142		1		(142)			—			1,015			—			0			(1,016)			—
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		62		—		—		—		62		Tax impact of equity transactions	—		—		—			—			261			—			—			—			261
Equity award vestings	Equity award vestings	245	2		—	—		(218)		—		—		(1,170)		(1,386)		Equity award vestings	246		2		—			—			(214)			—			—			(1,174)			(1,386)
Other comprehensive loss		—	—		—	—		—		—		(117)		(87)		(204)
Other comprehensive income																		Other comprehensive income	—		—		—			—			—			—			186			143			329
Stock-based compensation	Stock-based compensation	—	—		—	—		2,645		—		—		1,559		4,204		Stock-based compensation	—		—		—			—			4,052			—			—			2,384			6,436
Cash dividends declared on Class A common stock ($0.18 per share)		—	—		—	—		—		(8,645)		—		—		(8,645)
Cash dividends declared on Class A common stock ($0.27 per share)																		Cash dividends declared on Class A common stock ($0.27 per share)	—		—		—			—			—			(12,994)			—			—			(12,994)
Net income	Net income	—	—		—	—		—		25,011		—		17,182		42,193		Net income	—		—		—			—			—			31,244			—			21,835			53,079
Balance at June 30, 2020		47,478	$	475	27,884	$	—	$	197,484	$	149,356	$	(569)	$	201,161	$	547,907
Balance at September 30, 2020																		Balance at September 30, 2020	47,547		$	475	27,816			$	0		$	199,570		$	151,240		$	(266)		$	195,541		$	546,560

Balance at December 31, 2018	Balance at December 31, 2018	37,654	$	377	37,236	$	—	$	126,418	$	51,683	$	(820)	$	184,670	$	362,328	Balance at December 31, 2018	37,654		$	377	37,236			$	0		$	126,418		$	51,683		$	(820)		$	184,670		$	362,328
Adjustment to prior periods	Adjustment to prior periods	—	—		—	—		14,035		—		488		(14,523)		—		Adjustment to prior periods	—		—		—			—			12,569			—			488			(13,563)			(506)
Member distributions	Member distributions	—	—		—	—		—		—		—		(3,848)		(3,848)		Member distributions	—		—		—			—			—			—			—			(5,853)			(5,853)
Effect of CW Unit redemptions	Effect of CW Unit redemptions	9,216	92		(9,216)	—		48,305		—		(57)		(48,340)		—		Effect of CW Unit redemptions	9,221		92		(9,221)			—			48,344			—			(57)			(48,379)			—
Adjustment to deferred tax asset from CW Unit redemptions	Adjustment to deferred tax asset from CW Unit redemptions	—	—		—	—		(9,751)		—		—		—		(9,751)		Adjustment to deferred tax asset from CW Unit redemptions	—		—		—			—			(9,751)			—			—			—			(9,751)
Tax impact of equity transactions	Tax impact of equity transactions	—	—		—	—		14,652		—		—		—		14,652		Tax impact of equity transactions	—		—		—			—			14,652			—			—			—			14,652
Equity award vestings	Equity award vestings	223	2		—	—		(4,067)		—		—		2,551		(1,514)		Equity award vestings	225		2		—			—			(4,080)			—			—			2,551			(1,527)
Other comprehensive income (loss)		—	—		—	—		—		—		(109)		8		(101)
Other comprehensive loss																		Other comprehensive loss	—		—		—			—			—			—			(403)			(167)			(570)
Stock-based compensation	Stock-based compensation	—	—		—	—		3,568		—		—		—		3,568		Stock-based compensation	—		—		—			—			5,257			—			—			—			5,257
Net income	Net income	—	—		—	—		—		48,215		—		40,981		89,196		Net income	—		—		—			—			—			67,554			—			57,475			125,029
Balance at June 30, 2019		47,093	$	471	28,020	$	—	$	193,160	$	99,898	$	(498)	$	161,499	$	454,530
Balance at September 30, 2019																		Balance at September 30, 2019	47,100		$	471	28,015			$	0		$	193,409		$	119,237		$	(792)		$	176,734		$	489,059

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
		(in thousands)							(in thousands)
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	42,193	$	89,196	Net income	$	53,079	$	125,029
Reconciliation of net income to net cash provided by operating activities:	Reconciliation of net income to net cash provided by operating activities:					Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	21,500		18,257		Depreciation and amortization	31,262		28,264
Deferred financing cost amortization	Deferred financing cost amortization	84		84		Deferred financing cost amortization	126		126
Stock-based compensation	Stock-based compensation	4,204		3,568		Stock-based compensation	6,436		5,257
Provision for expected credit losses	Provision for expected credit losses	574		—		Provision for expected credit losses	341		255
Inventory obsolescence	Inventory obsolescence	2,322		1,188		Inventory obsolescence	3,376		1,708
(Gain) loss on disposal of assets	(Gain) loss on disposal of assets	(438)		1,403		(Gain) loss on disposal of assets	(1,810)		820
Deferred income taxes	Deferred income taxes	5,565		7,060		Deferred income taxes	5,182		15,072
Gain from revaluation of liability related to tax receivable agreement		(1,310)		—
(Gain) loss from revaluation of liability related to tax receivable agreement						(Gain) loss from revaluation of liability related to tax receivable agreement	555		(558)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	42,039		(20,696)		Accounts receivable	48,190		(8,326)
Inventories	Inventories	17,076		(12,010)		Inventories	19,188		(14,513)
Prepaid expenses and other assets	Prepaid expenses and other assets	2,619		1,261		Prepaid expenses and other assets	1,127		4,032
Accounts payable	Accounts payable	(25,686)		1,691		Accounts payable	(23,753)		(4,334)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(8,193)		7,316		Accrued expenses and other liabilities	(7,607)		4,694
Payments pursuant to tax receivable agreement						Payments pursuant to tax receivable agreement	(14,207)		(9,335)
Net cash provided by operating activities	Net cash provided by operating activities	102,549		98,318		Net cash provided by operating activities	121,485		148,191

Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital expenditures and other	Capital expenditures and other	(18,902)		(29,924)		Capital expenditures and other	(21,908)		(40,526)
Proceeds from sale of assets	Proceeds from sale of assets	2,352		1,175		Proceeds from sale of assets	5,414		2,811
Net cash used in investing activities	Net cash used in investing activities	(16,550)		(28,749)		Net cash used in investing activities	(16,494)		(37,715)

Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Payments on finance leases	Payments on finance leases	(3,265)		(3,723)		Payments on finance leases	(4,298)		(5,660)
Dividends paid to Class A common stock shareholders	Dividends paid to Class A common stock shareholders	(8,568)		—		Dividends paid to Class A common stock shareholders	(12,847)		0
Distributions to members	Distributions to members	(4,712)		(3,848)		Distributions to members	(15,560)		(5,853)
Repurchases of shares	Repurchases of shares	(1,385)		(1,516)		Repurchases of shares	(1,385)		(1,529)
Net cash used in financing activities	Net cash used in financing activities	(17,930)		(9,087)		Net cash used in financing activities	(34,090)		(13,042)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1		(174)		Effect of exchange rate changes on cash and cash equivalents	437		(730)

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	68,070		60,308		Net increase in cash and cash equivalents	71,338		96,704

Cash and cash equivalents	Cash and cash equivalents					Cash and cash equivalents
Beginning of period	Beginning of period	202,603		70,841		Beginning of period	202,603		70,841
End of period	End of period	$	270,673	$	131,149	End of period	$	273,941	$	167,545

Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Property and equipment acquired under finance leases	Property and equipment acquired under finance leases	$	1,896	$	2,359	Property and equipment acquired under finance leases	$	2,018	$	2,921
Property and equipment in payables	Property and equipment in payables	$	808	$	3,943	Property and equipment in payables	$	621	$	4,968

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

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CACTUS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1.Preparation of Interim Financial Statements and Other Items

Basis of Presentation

The financial statements presented in this report represent the consolidation of Cactus, Inc. (“Cactus Inc.”) and its subsidiaries (“the Company”), 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, 2019.

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.

Recent Accounting Pronouncements

Standards Adopted

Effective January 1, 2020, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance changed the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. The new guidance replaced the prior methodology for recognizing credit losses when it is probable that a loss has been incurred with an expected loss model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of an asset. The allowance for credit losses under the new guidance represents the portion of the asset’s amortized cost basis that we do not expect to collect over the asset’s contractual life, considering past events, current conditions and reasonable and supportable forecasts of future economic conditions. Adoption of the standard did not impact our consolidated financial statements other than certain expanded disclosures. See further discussion and expanded disclosures in Note 3.

We also adopted FASB ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) effective January 1, 2020. The new standard simplified the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Under

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the new standard, an entity performs its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Adoption of this standard did not impact our consolidated financial statements.

2.Concentrations, Risks and Uncertainties

Significant Customers

Our customers are engaged in the oil and natural gas exploration and production business primarily in the U.S. as well as Australia. Our receivables are spread over a number of customers, a majority of which are operators and suppliers to the oil and natural gas industry. For the ~~six~~nine months ended ~~June~~September 30, 2020, no customer represented 10% or more of our consolidated revenues. For the ~~six~~nine months ended ~~June~~September 30, 2019, one customer represented 10% of our consolidated revenue.

Significant Vendors

We have historically purchased a significant portion of supplies, equipment and machined components from a single vendor located in China. For the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, purchases from this vendor totaled ~~$4.7~~$5.6 million and ~~$23.0~~$30.3 million, respectively. These figures represent approximately 7% and ~~19%~~17% for the respective periods of our total third-party vendor purchases of raw materials, finished products, equipment, machining and other services. Amounts due to the vendor included in accounts payable in the consolidated balance sheets as of ~~June~~September 30, 2020 and December 31, 2019 totaled ~~$1.2~~$0.9 million and $4.3 million, respectively.

COVID-19

The significant decline in oil demand due to COVID-19 coupled with the instability of oil prices caused by geopolitical issues and production levels, as well as limited availability of storage capacity have resulted in our customers significantly reducing their capital expenditure budgets for 2020. As a result, demand for our products and services ~~were~~was severely impacted beginning in late March and ~~our~~continued through the third quarter of 2020. Our expectation is that this will continue ~~for~~through the ~~second half~~end of 2020 and potentially beyond. ~~We are currently unable to estimate the full impact to our business, how long this significant drop in demand will last or the depth of the decline.~~

In an effort to offset the reduction in revenues resulting from the weakened macroeconomic environment, we implemented certain cost reduction measures ~~beginning in March~~throughout 2020. These ~~initial~~ measures included, but were not limited to, the following:

•~~50%~~More than 80% reduction to our Chief Executive Officer’s base salary;

•Salary reductions ranging from ~~25%~~32.5% to ~~50%~~55% for our other named executive officers;

•Salary and wage reductions for the remaining U.S. workforce ranging from 2% to 15% depending on salary and ~~position;~~position beginning in March 2020 with an additional 10% reduction in May 2020;

•Reduction in board member compensation by 25%;

•Suspension of our 401(k) match program;

•Headcount reductions during 2020 representing an almost 50% reduction in our worldwide workforce;

•Sales of fleet vehicles in line with the reduction in headcount; and

•~~Workforce reductions.~~

~~In May~~Reduction in our 2020 we implemented an additional 10% reduction in salary and wages for all U.S. employees in addition to further reductions to our Chief Executive Officer’s salary as well as suspension of our 401(k) match program. During the six months ended June 30, 2020, we reduced our worldwide workforce by approximately 50%. Additionally, we have reduced our planned capital ~~expenditures for 2020.~~expenditures.

Due to our reduced cash ~~flow~~flows and projections resulting from reduced sales, we assessed whether our long-lived assets and goodwill may have been impaired as of ~~June~~September 30, 2020. We previously performed quantitative impairment tests using management’s current projections of revenues, expenses and cash flows as of March 31, 2020. At that time, we calculated significant cushion in our quantitative tests. Actual results during the ~~quarter ended June 30,~~second and third quarters of 2020 were broadly consistent with expectations and our forecasts have not materially changed; therefore, we concluded that our long-lived assets and goodwill were not impaired as of ~~June~~September 30, 2020.

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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 companies 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~~September 30, 2020 and December 31, 2019 was ~~$5.9~~$8.4 million and $23.8 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. ~~The increase in the allowance during the six months ended June 30, 2020 reflects the estimated impact of the current economic environment on our receivable balance.~~

Balance at
Beginning of
Period Expense
(recovery) Write off Other Balance at
End of
Period
Six Months Ended June 30, 2020 $ 837 $ 574 $ (141) $ — $ 1,270
Six Months Ended June 30, 2019 576 — (56) 2 522


	Balance at Beginning of Period		Expense		Write off		Other		Balance at End of Period
Nine Months Ended September 30, 2020	$	837	$	341	$	(274)	$	0	$	904
Nine Months Ended September 30, 2019	576		255		(59)		2		774

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 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, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Raw materials	Raw materials	$	2,363	$	1,538	Raw materials	$	1,999	$	1,538
Work-in-progress	Work-in-progress	2,770		4,619		Work-in-progress	3,573		4,619
Finished goods	Finished goods	85,586		107,214		Finished goods	82,130		107,214
		$	90,719	$	113,371		$	87,702	$	113,371

5.Property and Equipment, net

Property and equipment are stated at cost. We manufacture or construct most of our own 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, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Land	Land	$	3,203	$	3,203	Land	$	3,203	$	3,203
Buildings and improvements	Buildings and improvements	21,884		21,655		Buildings and improvements	21,903		21,655
Machinery and equipment	Machinery and equipment	56,634		55,494		Machinery and equipment	56,994		55,494
Vehicles under finance lease	Vehicles under finance lease	19,964		24,275		Vehicles under finance lease	14,007		24,275
Rental equipment	Rental equipment	169,963		161,156		Rental equipment	171,580		161,156
Furniture and fixtures	Furniture and fixtures	1,766		1,684		Furniture and fixtures	1,770		1,684
Computers and software	Computers and software	3,485		3,317		Computers and software	3,498		3,317
Gross property and equipment	Gross property and equipment	276,899		270,784		Gross property and equipment	272,955		270,784
Less: Accumulated depreciation	Less: Accumulated depreciation	(136,123)		(123,397)		Less: Accumulated depreciation	(139,627)		(123,397)
Net property and equipment	Net property and equipment	140,776		147,387		Net property and equipment	133,328		147,387
Construction in progress	Construction in progress	16,369		14,361		Construction in progress	15,368		14,361
Total property and equipment, net	Total property and equipment, net	$	157,145	$	161,748	Total property and equipment, net	$	148,696	$	161,748

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6.Debt

We had 0 debt outstanding as of ~~June~~September 30, 2020 and December 31, 2019.

On August 21, 2018, Cactus LLC entered into a ~~five-year~~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 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~~September 30, 2020.

The ABL Credit Facility was amended in September 2020 to incorporate certain changes related to revised and new definitions associated with alternative interest rates to LIBOR and satisfaction of payment conditions for restricted payments, investments, permitted acquisitions and asset dispositions. The amendment did not change covenants, the Alternate Base Rate, applicable margin rates, commitment fees, the maturity date or borrowing availability under the ABL Credit Facility.

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.

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 being generated in Australia. The following table presents our revenues disaggregated by category:


		Three Months Ended June 30,														Six Months Ended June 30,																Three Months Ended September 30,					Nine Months Ended September 30,
		2020						2019						2020								2019						2020				2019				2020	2019
Product revenue	Product revenue	$	40,893	62	%	$	94,494	56	%	$	127,924	58	%	$	181,134	55	%	Product revenue	$	35,857	60		%	$	92,582	58	%	$	163,781	58	%	$	273,716	56	%
Rental revenue	Rental revenue	11,535		17	%	39,576		24	%	47,698		22	%	78,073		24	%	Rental revenue	9,881		17		%	35,528		22	%	57,579		21	%	113,601		23	%
Field service and other revenue	Field service and other revenue	14,120		21	%	34,423		20	%	45,065		20	%	68,161		21	%	Field service and other revenue	14,051		23		%	32,698		20	%	59,116		21	%	100,859		21	%
Total revenue	Total revenue	$	66,548	100	%	$	168,493	100	%	$	220,687	100	%	$	327,368	100	%	Total revenue	$	59,789	100		%	$	160,808	100	%	$	280,476	100	%	$	488,176	100	%

At ~~June~~September 30, 2020, we had a deferred revenue balance of ~~$1.0~~$1.1 million compared to the December 31, 2019 balance of $1.4 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~~September 30, 2020, 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.

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8.Tax Receivable Agreement (TRA)

In connection with our initial public offering (“IPO”) in February 2018, we entered into the TRA with certain direct and indirect owners of Cactus LLC (the “TRA Holders”). The TRA generally provides for payment by Cactus Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or 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.

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The TRA liability is calculated by determining the tax basis subject to TRA (“tax basis”) and applying a blended tax rate to the basis differences and calculating the 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 2019 federal tax return in July 2020, Cactus, Inc. made a $14.2 million TRA payment, which is equal to 85% of the $16.7 million 2019 tax benefit resulting from the exchange of CW Units for shares of Class A common stock. As of ~~June~~September 30, 2020, the total liability from the TRA was ~~$215.5~~$203.5 million with ~~$21.4~~$8.9 million reflected in current ~~liabilities. The current liability balance includes the July 2020 payment and our next estimated payment in 2021~~liabilities based on the expected timing of ~~that~~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~~September 30, 2020, Cactus Inc. owned ~~63.0%~~63.1% of Cactus LLC as compared to 62.8% as of December 31, 2019. As of ~~June~~September 30, 2020, Cactus Inc. had outstanding 47.5 million shares of Class A common stock (representing ~~63.0%~~63.1% of the total voting power) and ~~27.9~~27.8 million shares of Class B common stock (representing ~~37.0%~~36.9% 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, 32.7 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 ~~six~~nine months ended ~~June~~September 30, 2020, 74142 thousand CW Units were redeemed in exchange for Class A common stock as compared to 9.2 million CW Units redeemed as part of a secondary offering and other CW Unit redemptions during the ~~six~~nine months ended ~~June~~September 30, 2019. We did not receive any of the proceeds from the 2019 offering and incurred $1.0 million in offering expenses which were recorded in other ~~expense,~~income (expense), net, in the consolidated statement of income.

Dividends

Cash dividends of ~~$0.18~~$0.27 per share of Class A common stock declared and paid during the ~~six~~nine months ended ~~June~~September 30, 2020 totaled ~~$8.6 million.~~$13.0 million and $12.8 million, respectively. Dividends accrue on unvested restricted stock on the date of record and are paid upon vesting. A de minimis amount of accrued dividends was paid during 2020 to holders of restricted stock units that vested during the period.

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Member Distributions

Distributions made by Cactus LLC are generally required to be made pro rata among all its members. For the ~~six~~nine months ended ~~June~~September 30, 2020, Cactus LLC distributed ~~$8.0~~$26.5 million to Cactus Inc. to fund dividend and TRA liability payments and made pro rata distributions to its other members totaling ~~$4.7~~$15.6 million over the same period. During the ~~six~~nine months ended ~~June~~September 30, 2019, Cactus LLC distributed ~~$5.8~~$9.9 million to Cactus Inc. to fund ~~a portion of its expected~~the 2019 TRA liability payments and made pro rata distributions to its other members totaling ~~$3.8 million.~~

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As disclosed in Note 8, after finalizing its 2019 federal tax return in July 2020, Cactus, Inc. made a $14.2 million TRA payment, which is equal to 85% of the $16.7 million 2019 tax benefit resulting from the exchange of CW Units for shares of Class A common stock. Cactus LLC distributed $14.2 million to Cactus Inc. to fund the 2020 TRA liability payment and made pro rata distributions to its other members totaling $8.3$5.9 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 LLC Agreement.

10.Commitments and Contingencies

Loss 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.

Gain Contingencies

On March 26, 2020, the U.S. Trade Representative (“USTR”) announced certain exclusion requests related to tariffs on our Chinese imports under Section 301 of the Trade Act of 1974 (“Section 301”). The tariff exemption ~~applies~~applied to covered products exported from China to the United States from September 24, 2018 until August 7, 2020. Accordingly, we filed protests and post summary corrections with U.S. Customs and Border Protection in order to recover tariffs paid on the excluded products. The filing requests for refunds ~~are~~were subject to review and approval; therefore, we ~~are~~did not ~~recognizing~~recognize these potential gains until the amounts ~~are~~were realized or considered realizable based on information available to us prior to issuance of the financial statements. As of ~~June~~September 30, 2020, we ~~have~~ recognized approximately ~~$7.7~~$14.0 million in refunds, inclusive of ~~$0.2~~$0.5 million in interest. Approximately $4.0 million of the tariff recoveries related to balances included in inventory and were recorded as a reduction to inventory ~~during the period. Approximately $3.5 million represented amounts previously recorded~~ in ~~cost of goods sold; therefore, we recorded the corresponding refunds as credits to those accounts during~~ the second quarter of 2020. ~~Potential~~Approximately $6.0 million and $9.5 million were recorded as credits to cost of goods sold during the three and nine months ended September 30, 2020, respectively, to offset the accounts where the tariff expenses were originally recorded. Remaining refunds applied for and not recorded as of ~~June~~September 30, 2020 totaled approximately ~~$6.3~~$0.1 million (excluding interest) and will be recognized as a reduction to cost of goods sold ~~if and~~ when received. Although we feel our requests for refunds are supportable, we cannot be sure they will not be challenged by the government. We are also unable to predict the timing of receipt of any amounts approved. Additionally, $3.5 million of the above-mentioned remaining refunds represent protests, which require more time and scrutiny before processing. The tariff ~~suspension remains in effect until~~exemption ended August 7, ~~2020. At this time,~~2020; therefore, we ~~do not know if~~have resumed paying tariffs at 25% on the ~~exclusions will be extended.~~aforementioned previously excluded parts imported from China.

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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), and 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.

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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Numerator:	Numerator:									Numerator:
Net income attributable to Cactus Inc.—basic	Net income attributable to Cactus Inc.—basic	$	6,028	$	21,408	$	25,011	$	48,215	Net income attributable to Cactus Inc.—basic	$	6,233	$	19,339	$	31,244	$	67,554
Net income attributable to non-controlling interest ⁽¹⁾	Net income attributable to non-controlling interest ⁽¹⁾	2,491		—		13,657		32,204		Net income attributable to non-controlling interest (1)	3,522		0		17,271		45,683
Net income attributable to Cactus Inc.—diluted⁽¹⁾	Net income attributable to Cactus Inc.—diluted⁽¹⁾	$	8,519	$	21,408	$	38,668	$	80,419	Net income attributable to Cactus Inc.—diluted (1)	$	9,755	$	19,339	$	48,515	$	113,237
Denominator:	Denominator:									Denominator:
Weighted average Class A shares outstanding—basic	Weighted average Class A shares outstanding—basic	47,436		46,881		47,353		42,819		Weighted average Class A shares outstanding—basic	47,510		47,095		47,406		44,260
Effect of dilutive shares⁽²⁾	Effect of dilutive shares⁽²⁾	27,931		264		27,994		32,507		Effect of dilutive shares (2)	28,112		227		28,021		31,077
Weighted average Class A shares outstanding—diluted ⁽²⁾	Weighted average Class A shares outstanding—diluted ⁽²⁾	75,367		47,145		75,347		75,326		Weighted average Class A shares outstanding—diluted (2)	75,622		47,322		75,427		75,337

Earnings per Class A share—basic	Earnings per Class A share—basic	$	0.13	$	0.46	$	0.53	$	1.13	Earnings per Class A share—basic	$	0.13	$	0.41	$	0.66	$	1.53
Earnings per Class A share—diluted ^{(1) (2)}	Earnings per Class A share—diluted ^{(1) (2)}	$	0.11	$	0.45	$	0.51	$	1.07	Earnings per Class A share—diluted (1) (2)	$	0.13	$	0.41	$	0.64	$	1.50

(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 ~~26%~~25.5% for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and ~~24%~~24.0% for the ~~six~~nine months ended ~~June~~September 30, 2019.

(2)Diluted earnings per share for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2020 includes ~~27.9~~28.1 million and 28.0 million, respectively, of weighted average shares of Class B common stock outstanding assuming conversion ~~plus~~and the dilutive effect of restricted stock unit awards. Diluted earnings per share for the three months ended ~~June~~September 30, 2019 excludes ~~28.2~~28.0 million weighted average shares of Class B common stock as the effect would be anti-dilutive. Diluted earnings per share for the ~~six~~nine months ended ~~June~~September 30, 2019 includes ~~32.2~~31.1 million shares of Class B common stock outstanding assuming conversion ~~plus~~and 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, SCOOP/STACK, Marcellus, Utica, Haynesville, Eagle Ford, Bakken, 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 our products on their wellsite. Items sold or rented generally have an associated service component. As a result, there is some level of correlation between field service and other revenues and revenues from product sales and rentals.

InDuring the ~~six~~nine months ended ~~June~~September 30, 2020, we derived 58% of total revenues from the sale of our products, ~~22%~~21% of total revenues from rental and ~~20%~~21% of total revenues from field service and other. InDuring the ~~six~~nine months ended ~~June~~September 30, 2019, we derived ~~55%~~56% of total revenues from the sale of our products, ~~24%~~23% of total revenues from rental and 21% of total revenues from field service and other. We have predominantly U.S. operations, with a small amount of sales being generated 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 our 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.

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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 and the number of fracture stages per well. 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

In March 2020, amid the initial worldwide spread of COVID-19, ~~continued spreading worldwide and was declared~~many countries instituted lockdowns to slow the rapid spread of the virus resulting in a ~~pandemic by~~severe decline in the ~~World Health Organization. The combination~~demand for fossil fuels. Throughout 2020, the inability to control the spread of the virus has resulted in continued travel restrictions, school and business closures and stay-at-home orders ~~worldwide resulted in a severe decline in~~worldwide. Although the United States and other countries have since reopened businesses and schools at limited capacity, until vehicle and airline travel returns to activity levels closer to those prior to the pandemic, demand for ~~oil. Oil prices declined sharply in April 2020, with West Texas Intermediate (WTI) prices trading at negative levels for a brief period.~~oil will continue to be depressed. Although oil prices have recovered from ~~their~~the lows experienced in April 2020, they have remained in the $35 to ~~over $40~~$45 per barrel range for the last several months. In an attempt to better match supply and demand, OPEC+ members have taken actions to curtail production. U.S. operators have also significantly reduced drilling and completion activity. As a ~~barrel in July, demand for oil remains severely depressed~~result, our customers’ activity continues to be significantly lower than 2019 and ~~our customer activity~~early 2020 levels, ~~have dropped significantly as capital expenditure budgets have been cut drastically this year. This has resulted in~~which translates into reduced demand for our products and services. AsA resurgence of COVID-19 ~~continues to spread rapidly throughout~~cases in the ~~U.S. as well as~~United States and other countries may limit improvements in the demand for oil and natural gas products ~~may not improve significantly~~and could lead to government-mandated lockdowns and other restrictions, which would likely have a negative impact on global energy demand.

During 2020, there has been a significant decline in the ~~near term.~~

~~Evidence~~level of ~~the industry downturn can be seen~~onshore drilling activity in the ~~decline in~~ U.S. ~~onshore rig counts throughout 2020.~~ At the end of 2019, the U.S. onshore rig count as reported by Baker Hughes was 781 rigs. The weekly average U.S. onshore rig count ~~dropped~~declined to ~~378~~240 rigs for the three months ended ~~June~~September 30, 2020. This is compared to ~~963~~894 rigs for the comparable period in 2019. The increase in commodity prices and their relative stability has led to modest rebounds in the level of U.S. drilling activity since bottoming in August of 2020. As of ~~July 24,~~October 30, 2020, the U.S. onshore rig count was ~~239.~~282.

In recent months, there has been an increase in large-scale merger and acquisition activity among exploration and production (“E&P”) companies that operate in the United States. These transactions may be driven in part by an effort to reduce the cost of hydrocarbon production per barrel equivalent and increase overall company efficiencies. These transactions generally increase the size and scale of the counterparties involved, which may provide better access to capital and lead to a healthier overall industry. Consolidation among our potential customer base presents both risks and opportunities as we have historically focused on providing our products and services to large and well capitalized customers.

We believe ~~we are~~our company is well positioned to successfully navigate the ~~industry downturn even though~~current market environment, although the ~~duration~~pace and extent of a potential activity recovery remains unknown at this time. We ~~are continuing~~continue to actively review all opportunities to ~~reduce~~manage costs and efficiently deploy capital ~~deployed and believe we will be able to manage our expenses and capital expenditures~~ relative to market conditions. ~~To date, we~~We have implemented certain workforce, wage and capital expenditure reductions beginning as early as March 2020. As of ~~June~~September 30, 2020, we have reduced our worldwide workforce by almost 50%, had no long-term debt and had approximately ~~50%. Total annualized cost savings on the headcount and wage reductions and other payroll-related measures are estimated to be approximately $85 million. Additionally, our~~$274 million of cash. Our required capital expenditures have historically tended to be lower than most other oilfield service providers due to the asset-lite nature of our business model. ~~As of June 30, 2020 we had no long-term debt and over $270 million of cash.~~ We also believe that the operating environment following the industry downturn may prove more favorable for companies that are financially well positioned.

Tariffs

On March 26, 2020, the U.S. Trade Representative (“USTR”) announced certain exclusion requests related to tariffs on our Chinese imports under Section 301 of the Trade Act of 1974 (“Section 301”). Not all of our products with Section 301 tariffs were included under this exclusion. The tariff exemption ~~applies~~applied to covered products exported from China to the United States from September 24, 2018 until August 7, 2020. The tariff rate on the covered products was 10% beginning in September 2018 and was raised to 25% in June 2019. In April 2020, we completed filing post summary corrections and protests in order to request refunds back to 2018 for tariffs paid on the now excluded products. To date, we have recognized ~~$7.7~~$14.0 million in refunds, inclusive of ~~$0.2~~$0.5 million in interest, and applied those amounts against inventory and cost of goods sold based on whether the

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costs had been recognized in our statements of income or remained in inventory pending sale. ~~The post summary correction and protest filings are subject to review and approval; therefore, we are not recognizing the refunds until we have confirmation of the refund amounts paid.~~ As of ~~June~~September 30, 2020, ~~we have approximately $6.3~~$0.1 million in refunds ~~pending that will~~remain to be recognized as credits to cost of sales ~~if and~~ when received. ~~We are unable to predict when that will occur. Although we feel our requests for refunds are supportable, we cannot be sure they will not be challenged by the government.~~ The tariff suspension ~~currently remains in effect until~~expired on August 7, ~~2020. At this time,~~2020 and was not extended; therefore, we ~~do not know if~~have resumed paying tariffs at 25% on the ~~exclusions will be extended.~~aforementioned previously excluded parts imported from China. Substantially all of the products that we import through our Chinese supply chain are subject to the tariffs. In the nine months ended September 30, 2020, we estimate that approximately 40% of the items received were sourced through our Chinese supply chain.

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Consolidated Results of Operations

Three Months Ended ~~June~~September 30, 2020 Compared to Three Months Ended ~~June~~September 30, 2019

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


		Three Months Ended June 30,											Three Months Ended September 30,
		2020		2019		$ Change		% Change			2020		2019		$ Change		% Change
		(in thousands)													(in thousands)
Revenues	Revenues									Revenues
Product revenue	Product revenue	$	40,893	$	94,494	$	(53,601)	(56.7)	%	Product revenue	$	35,857	$	92,582	$	(56,725)	(61.3)	%
Rental revenue	Rental revenue	11,535		39,576		(28,041)		(70.9)		Rental revenue	9,881		35,528		(25,647)		(72.2)
Field service and other revenue	Field service and other revenue	14,120		34,423		(20,303)		(59.0)		Field service and other revenue	14,051		32,698		(18,647)		(57.0)
Total revenues	Total revenues	66,548		168,493		(101,945)		(60.5)		Total revenues	59,789		160,808		(101,019)		(62.8)
Costs and expenses	Costs and expenses									Costs and expenses
Cost of product revenue	Cost of product revenue	25,962		57,517		(31,555)		(54.9)		Cost of product revenue	19,879		57,768		(37,889)		(65.6)
Cost of rental revenue	Cost of rental revenue	10,675		19,450		(8,775)		(45.1)		Cost of rental revenue	9,647		17,194		(7,547)		(43.9)
Cost of field service and other revenue	Cost of field service and other revenue	11,486		26,824		(15,338)		(57.2)		Cost of field service and other revenue	9,323		25,375		(16,052)		(63.3)
Selling, general and administrative expenses	Selling, general and administrative expenses	8,693		13,252		(4,559)		(34.4)		Selling, general and administrative expenses	8,384		13,348		(4,964)		(37.2)
Severance expenses		857		—		857		nm

Total costs and expenses	Total costs and expenses	57,673		117,043		(59,370)		(50.7)		Total costs and expenses	47,233		113,685		(66,452)		(58.5)
Income from operations	Income from operations	8,875		51,450		(42,575)		(82.8)		Income from operations	12,556		47,123		(34,567)		(73.4)

Interest income, net	Interest income, net	223		93		130		nm		Interest income, net	218		373		(155)		(41.6)
Other income		1,310		—		1,310		nm
Other income (expense), net										Other income (expense), net	(1,865)		558		(2,423)		nm
Income before income taxes	Income before income taxes	10,408		51,543		(41,135)		(79.8)		Income before income taxes	10,909		48,054		(37,145)		(77.3)
Income tax expense	Income tax expense	1,313		10,793		(9,480)		(87.8)		Income tax expense	23		12,221		(12,198)		(99.8)
Net income	Net income	$	9,095	$	40,750	$	(31,655)	(77.7)		Net income	$	10,886	$	35,833	$	(24,947)	(69.6)	%
nm = not meaningful	nm = not meaningful									nm = not meaningful

Revenues

Product revenue was ~~$40.9~~$35.9 million in the ~~second~~third quarter of 2020 compared to ~~$94.5~~$92.6 million in the ~~second~~third quarter of 2019. The decrease of ~~$53.6~~$56.7 million from 2019 was the result of lower sales of wellhead and production related equipment primarily due to lower drilling and completion activity in 2020 by our customers.

Rental revenue of ~~$11.5~~$9.9 million in the ~~second~~third quarter of 2020 decreased ~~$28.0~~$25.6 million, or ~~71%~~72%, from ~~$39.6~~$35.5 million in the ~~second~~third quarter of 2019. The decrease was primarily due to reduced completion activity by our customers and heightened competition in 2020.

Field service and other revenue was $14.1 million in the ~~second~~third quarter of 2020, a decrease of ~~$20.3~~$18.6 million, or ~~59%~~57%, from ~~$34.4~~$32.7 million in the ~~second~~third quarter of 2019. The decrease was ~~due~~attributable to lower customer activity related to the overall industry downturn, resulting in lower billable hours and ancillary services.

~~Costs and expenses~~

Cost of product revenue for the second quarter of 2020 was $26.0 million, a decrease of $31.6 million, or 55%, from $57.5 million for the second quarter of 2019. The decrease was largely attributable to a reduction in product sales but was also due to approximately $3.1 million in credits related to tariff refunds recorded during the second quarter of 2020.

Cost of rental revenue of $10.7 million for the second quarter of 2020 decreased $8.8 million, or 45%, from $19.5 million for the second quarter of 2019. The decrease was primarily attributable to lower repair costs, scrap and rework expense and branch expenses. Rental cost of sales in the second quarter of 2020 also included approximately $0.3 million in credits related to tariff

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Costs and expenses

Cost of product revenue for the third quarter of 2020 was $19.9 million, a decrease of $37.9 million, or 66%, from $57.8 million for the third quarter of 2019. The decrease was due to the reduction in product sales. Additionally, product cost of sales for the third quarter of 2020 includes approximately $5.4 million in credits related to tariff refunds.

Cost of rental revenue of $9.6 million for the third quarter of 2020 decreased $7.5 million, or 44%, from $17.2 million for the third quarter of 2019. The decrease was primarily attributable to lower repair costs and branch expenses. Rental cost of sales in the third quarter of 2020 also included approximately $0.6 million in credits related to tariff refunds recorded during the quarter. These decreases in cost were partially offset by an increase in depreciation expense on a larger rental fleet.

Cost of field service and other revenue was ~~$11.5~~$9.3 million for the ~~second~~third quarter of 2020, a decrease of ~~$15.3~~$16.1 million, or ~~57%~~63%, from ~~$26.8~~$25.4 million for the ~~second~~third quarter of 2019. The decrease was mainly related to lower payroll costs associated with fewer field and branch personnel, ~~in addition to~~higher gains from sales of field service vehicles of ~~$1.6 million.~~$1.5 million, lower depreciation and repair expenses on a smaller fleet of vehicles and various other decreases resulting from lower overall activity.

Selling, general and administrative expenses for the ~~second~~third quarter of 2020 ~~was $8.7~~were $8.4 million compared to $13.3 million for the ~~second~~third quarter of 2019. The ~~$4.6~~$5.0 million decrease was largely attributable to lower personnel costs including annual incentive bonus accruals ~~as a result of~~related to 2020 headcount and salary reductions, ~~implemented during the quarter,~~ lower credit loss reserves, decreased professional fees, ~~and~~ reduced travel and entertainment ~~costs.~~costs and other decreases associated with lower activity. These cost savings were partially offset by slightly higher stock-based compensation expense.

~~Severance expense for the second quarter of 2020 of $0.9 million represents severance benefits associated with headcount reductions of approximately 300 associates announced during the quarter.~~

Interest income, net. Interest income, net for the ~~second~~third quarter of 2020 was $0.2 million compared to ~~$0.1~~$0.4 million for the ~~second~~third quarter of 2019. The ~~increase~~decrease in interest income from 2019 was primarily due to ~~$0.2~~lower interest income on cash invested in interest-bearing accounts and money market funds as a result of lower interest rates in 2020. Interest income, net in the third quarter of 2020 includes $0.3 million of interest income recognized on tariff refunds.

Other ~~income.~~income (expense), net. Other ~~income~~expense for the ~~second~~third quarter of 2020 of ~~$1.3~~$1.9 million and other income for the third quarter of 2019 of $0.6 million related to a non-cash ~~adjustment~~adjustments for the revaluation of the liability related to the tax receivable agreement. The expense recorded in 2020 related to an increase in the blended state tax rate applied toward calculating the tax receivable agreement liability whereas 2019 related to a decrease in the blended state tax rate applied.

Income tax expense. ~~Cactus Inc. is subject to U.S. federal and state income taxes on its share of income of Cactus LLC.~~ Income tax expense for the ~~second~~third quarter of 2020 was ~~$1.3 million (12.6%~~$23 thousand (0.2% effective tax rate) compared to ~~$10.8~~$12.2 million ~~(20.9%~~(25.4% effective tax rate) for the ~~second~~third quarter of 2019. ~~The second~~Income tax expense for the third quarter of 2020 included a $2.2 million benefit associated with the revaluation of our deferred tax asset as a result of a change in our forecasted state tax rate. Income tax expense for the third quarter of 2019 included ~~additional tax expense~~$2.2 million associated with the reduction of ~~$4.0~~

anticipated benefits in Texas and $1.9 million related to ~~a valuation allowance increase. Our effective tax rate for~~ the ~~second quarter~~write-off of ~~2020 is lower than the federal statutory rate of 21% primarily due to the Company amending its 2018 tax return to claim a more favorable~~ foreign tax ~~credit position and the fact that~~credits. 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~~Nine Months Ended ~~June~~September 30, 2020 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2019

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


		Six Months Ended June 30,											Nine Months Ended September 30,
		2020		2019		$ Change		% Change			2020		2019		$ Change		% Change
		(in thousands)													(in thousands)
Revenues	Revenues									Revenues
Product revenue	Product revenue	$	127,924	$	181,134	$	(53,210)	(29.4)	%	Product revenue	$	163,781	$	273,716	$	(109,935)	(40.2)	%
Rental revenue	Rental revenue	47,698		78,073		(30,375)		(38.9)		Rental revenue	57,579		113,601		(56,022)		(49.3)
Field service and other revenue	Field service and other revenue	45,065		68,161		(23,096)		(33.9)		Field service and other revenue	59,116		100,859		(41,743)		(41.4)
Total revenues	Total revenues	220,687		327,368		(106,681)		(32.6)		Total revenues	280,476		488,176		(207,700)		(42.5)
Costs and expenses	Costs and expenses									Costs and expenses
Cost of product revenue	Cost of product revenue	82,097		110,535		(28,438)		(25.7)		Cost of product revenue	101,976		168,303		(66,327)		(39.4)
Cost of rental revenue	Cost of rental revenue	30,014		37,241		(7,227)		(19.4)		Cost of rental revenue	39,661		54,435		(14,774)		(27.1)
Cost of field service and other revenue	Cost of field service and other revenue	35,297		53,730		(18,433)		(34.3)		Cost of field service and other revenue	44,620		79,105		(34,485)		(43.6)
Selling, general and administrative expenses	Selling, general and administrative expenses	22,355		25,920		(3,565)		(13.8)		Selling, general and administrative expenses	30,739		39,268		(8,529)		(21.7)
Severance expenses	Severance expenses	1,864		—		1,864		nm		Severance expenses	1,864		—		1,864		nm
Total costs and expenses	Total costs and expenses	171,627		227,426		(55,799)		(24.5)		Total costs and expenses	218,860		341,111		(122,251)		(35.8)
Income from operations	Income from operations	49,060		99,942		(50,882)		(50.9)		Income from operations	61,616		147,065		(85,449)		(58.1)

Interest income, net	Interest income, net	633		116		517		nm		Interest income, net	851		489		362		74.0
Other income (expense), net		1,310		(1,042)		2,352		nm
Other expense, net										Other expense, net	(555)		(484)		(71)		14.7
Income before income taxes	Income before income taxes	51,003		99,016		(48,013)		(48.5)		Income before income taxes	61,912		147,070		(85,158)		(57.9)
Income tax expense	Income tax expense	8,810		9,820		(1,010)		(10.3)		Income tax expense	8,833		22,041		(13,208)		(59.9)
Net income	Net income	$	42,193	$	89,196	$	(47,003)	(52.7)		Net income	$	53,079	$	125,029	$	(71,950)	(57.5)	%
nm = not meaningful	nm = not meaningful									nm = not meaningful

Revenues

Product revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$127.9~~$163.8 million, a decrease of ~~$53.2~~$109.9 million, or ~~29.4%~~40%, from ~~$181.1~~$273.7 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily due to lower sales of wellhead and production related equipment primarily resulting from lower drilling and completion activity by our customers in the second ~~quarter~~and third quarters of 2020.

Rental revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$47.7~~$57.6 million, a decrease of ~~$30.4~~$56.0 million, or ~~39%~~49%, from ~~$78.1~~$113.6 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily due to reduced completion activity by our customers in ~~the second quarter of~~ 2020.

Field service and other revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$45.1~~$59.1 million, a decrease of ~~$23.1~~$41.7 million, or ~~34%~~41%, from ~~$68.2~~$100.9 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was due to lower customer activity in ~~the second quarter of~~ 2020 related to the overall industry downturn, resulting in lower billable hours and ancillary services.

Costs and expenses

Cost of product revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$82.1~~$102.0 million, a decrease of ~~$28.4~~$66.3 million, or ~~26%~~39%, from ~~$110.5~~$168.3 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was attributable to a reduction in product sales ~~in the second quarter of~~during 2020 ~~but was also due to~~and approximately ~~$3.1~~$8.5 million in credits related to tariff ~~refunds recorded.~~refunds.

Cost of rental revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$30.0~~$39.7 million, a decrease of ~~$7.2~~$14.8 million, or ~~19%~~27%, from ~~$37.2~~$54.4 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily attributable to lower repair costs ~~but also due to~~and lower branch expenses. Rental cost of sales in 2020 also included approximately ~~$0.3~~$0.9 million in credits related to tariff ~~refunds recorded during the second quarter.~~

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refunds. These decreases were partially offset by an increase in depreciation expense on a larger rental fleet during 2020 and ~~slightly~~ higher scrap and rework expenses.

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Cost of field service and other revenue for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$35.3~~$44.6 million, a decrease of ~~$18.4~~$34.5 million, or ~~34%~~44%, from ~~$53.7~~$79.1 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was mainly related to lower payroll costs associated with fewer field and branch personnel, ~~as well as~~an increase in gains from sales of field service vehicles of ~~$1.9 million.~~$3.1 million, lower depreciation and repair expenses on a smaller fleet of vehicles and various other decreases resulting from lower overall activity.

Selling, general and administrative ~~expense~~expenses for the ~~six~~nine months ended ~~June~~September 30, 2020 ~~was $22.4~~were $30.7 million, a decrease of ~~$3.6~~$8.5 million, or ~~14%~~22%, from ~~$25.9~~$39.3 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily due to lower personnel costs including annual incentive bonus accruals related to headcount and salary reductions ~~in the second quarter of~~during 2020, ~~including annual incentive bonus accruals and~~ a reduction in professional ~~fees.~~fees and travel and entertainment costs and other decreases associated with certain cost savings measures. These reductions were partially offset by increases in stock-based compensation expense ~~credit loss reserves~~ and foreign currency losses during 2020.

Severance expense for the ~~six~~nine months ended ~~June~~September 30, 2020 of $1.9 million was due to severance benefits associated with headcount reductions in 2020.

Interest income, net. Interest income, net for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$0.6~~$0.9 million, compared to ~~$0.1~~$0.5 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The ~~change~~increase is primarily due to ~~higher interest income due to the Company’s higher cash balance as well as~~$0.5 million in interest income recognized on tariff ~~refunds.~~refunds in 2020.

Other ~~income (expense),~~expense, net. Other ~~income~~expense for the ~~six~~nine months ended ~~June~~September 30, 2020 of ~~$1.3~~$0.6 million represents non-cash adjustments for the revaluation of the liability related to the tax receivable agreement. Other expense for the nine months ended September 30, 2019 of $0.5 million related to $1.0 million in offering expenses associated with the secondary offering of our Class A common stock in March 2019 by certain selling stockholders, partially offset by a $0.6 million non-cash adjustment for the revaluation of the liability related to the tax receivable agreement during the second quarter. Other expense for the six months ended June 30, 2019 of $1.0 million related to offering expenses associated with a secondary offering in March 2019 of our Class A common stock.agreement.

Income tax expense. ~~Cactus Inc. is subject to U.S. federal and state income taxes on its share of income of Cactus LLC.~~ Income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2020 was $8.8 million ~~(17.3%~~(14.3% effective tax rate) compared to ~~$9.8~~$22.0 million ~~(9.9%~~(15.0% effective tax rate) for the ~~six~~nine months ended ~~June~~September 30, 2019. ~~Tax~~Income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2020 included a $2.2 million benefit associated with the revaluation of deferred tax asset as a result of a change in our forecasted state tax rate. Income tax expense for the nine months ended September 30, 2019 ~~was net~~included $2.2 million associated with the reduction of anticipated benefits in Texas and $1.9 million related to the write-off of foreign tax credits offset by a $4.2 million tax benefit related to the partial release of our valuation allowance. The partial valuation allowance release was recorded in conjunction with the redemptions of CW Units and the March 2019 Secondary Offering as a portion of our deferred tax asset for our investment in Cactus LLC became realizable. Our effective tax rate is lower than the federal statutory rate of 21% primarily due to the fact that Cactus Inc. is only subject to federal and state income tax on its share of income from Cactus LLC. Income allocated to the non-controlling interest is not subject to U.S. federal or state tax.

Liquidity and Capital Resources

At ~~June~~September 30, 2020, we had ~~$270.7~~$273.9 million of cash and cash equivalents, no borrowings outstanding under our ABL Credit Facility and ~~$45.8~~$39.3 million of available borrowing capacity. See Note 6 of the Notes to Condensed Consolidated Financial Statements. We were in compliance with the covenants of the ABL Credit Facility as of ~~June~~September 30, 2020.

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.

Our ability to satisfy our liquidity requirements, including cash distributions to the holders of units representing limited liability company interests in Cactus LLC (“CW Units”) to fund their respective income tax liabilities relating to their share of the income of Cactus LLC and to fund liabilities related to the tax receivable agreement (the “TRA”), that we entered into with certain current or past direct and indirect owners of Cactus LLC (the “TRA Holders”), depends on our future operating performance, which is affected by 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.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net capital expenditures totaled ~~$16.6~~$16.5 million, which were primarily related to rental fleet investments planned prior to the downturn. We currently estimate our net capital expenditures for the year ending

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December 31, 2020 will range from ~~$20~~$17.5 million to ~~$25~~$22.5 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, demand and volatility and company initiatives.

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 TRA liability payments, anticipated tax liabilities and dividends to holders of our Class A common stock. In addition,

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we believe we will be able to fund pro rata cash distributions to holders of CW Units (other than Cactus Inc.) resulting from the requirement to make TRA liability payments, tax liabilities and dividends from Cactus Inc.

Cash Flows

~~Six~~Nine Months Ended ~~June~~September 30, 2020 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2019

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


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
		(in thousands)							(in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	102,549	$	98,318	Net cash provided by operating activities	$	121,485	$	148,191
Net cash used in investing activities	Net cash used in investing activities	(16,550)		(28,749)		Net cash used in investing activities	(16,494)		(37,715)
Net cash used in financing activities	Net cash used in financing activities	(17,930)		(9,087)		Net cash used in financing activities	(34,090)		(13,042)

Net cash provided by operating activities was ~~$102.5~~$121.5 million and ~~$98.3~~$148.2 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. Operating cash flows for 2020 ~~increased~~decreased from 2019 primarily due to a decrease in net income adjusted for certain noncash items offset by an increase in cash generated from changes in net working ~~capital use.~~capital.

Net cash used in investing activities was ~~$16.6~~$16.5 million and ~~$28.7~~$37.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. The decrease was primarily due to lower capital expenditures associated with our rental fleet in 2020 due to reductions in purchases as a result of the current industry environment.

Net cash used in financing activities was ~~$17.9~~$34.1 million and ~~$9.1~~$13.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. The increase was attributable to ~~$8.6~~$12.8 million in dividend payments to holders of Class A common stock in 2020 and an increase of ~~$0.9~~$9.7 million in Cactus LLC member distributions, partially offset by a ~~$0.5~~$1.4 million reduction in payments on finance leases.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements.

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 2019 Annual Report. Our exposure to market risk has not changed materially since December 31, 2019.

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

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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 ~~June~~September 30, 2020 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~~third quarter of 2020 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 under the heading “Item 1A. Risk Factors” included in our 2019 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. Except as previously disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2020, there have been no material changes in our risk factors from those described in our 2019 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~~September 30, 2020 (in whole shares).

Period
Total number of shares purchased ⁽¹⁾
Average price paid per share ⁽²⁾
April 1-30, 2020 858 $ 11.00
May 1-31, 2020 — —
June 1-30, 2020 1,032 19.08
Total 1,890 $ 15.41


Period	Total number of shares purchased (1)	Average price paid per share (2)
July 1-31, 2020	—	$	—
August 1-31, 2020	—	—
September 1-30, 2020	426	19.66
Total	426	$	19.66

(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 ~~January 28,~~September 8, 2020 (incorporated by reference to Exhibit ~~3.2~~3.1 to the Registrant’s Form ~~10-Q~~8-K filed with the Commission on ~~April 30,~~September 9, 2020)

10.1*						First Amendment to Credit Agreement, dated as of September 18, 2020, 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.

~~July 30,~~November 5, 2020	By:	/s/ Scott Bender
Date		Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer)

~~July 30,~~November 5, 2020	By:	/s/ Stephen Tadlock
Date		Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)


	Balance at Beginning of Period		Expense (recovery)		Write off		Other		Balance at End of Period
Six Months Ended June 30, 2020	$	837	$	574	$	(141)	$	—	$	1,270
Six Months Ended June 30, 2019	576		—		(56)		2		522


Period	Total number of shares purchased ⁽¹⁾	Average price paid per share ⁽²⁾
April 1-30, 2020	858	$	11.00
May 1-31, 2020	—	—
June 1-30, 2020	1,032	19.08
Total	1,890	$	15.41