What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-01 · 78 added, 67 removed, 150 unchanged (49% of the section changed)

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Risk Factors” in our 2024 Annual Report and "Part II, Item 1A.

Risk Factors" in this Quarterly Report.

Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and this Quarterly Report.

In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

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Field service and other revenues are earned when we provide installation and other field services for both product sales and equipment rental.

During the three months ended March 31, 2025, we derived 74% of total revenues from the sale of our products, 10% of total revenues from rental and 16% of total revenues from field service and other.

During the three months ended March 31, 2024, we derived 76% of total revenues from the sale of our products, 8% of total revenues from rental and 16% of total revenues from field service and other.

During the six months ended June 30, 2025, we derived 75% of total revenues from the sale of our products, 9% of total revenues from rental and 16% of total revenues from field service and other.

During the six months ended June 30, 2024, we derived 76% of total revenues from the sale of our products, 9% of total revenues from rental and 15% of total revenues from field service and other.

We have predominantly domestic operations, with more limited operations in Australia, Canada, and the Middle East, as well as sales in other international markets.

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The following table summarizes average oil and natural gas prices in North America over the indicated periods, as well as industry activity levels as reflected by the average number of active onshore drilling rigs during the same periods.

Three Months Ended

March 31, 2025 December 31, 2024 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

WTI Oil Price ($/bbl) (1)

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Land Drilling Rigs (3)

556 572 564 593

(1) EIA Cushing, OK West Texas Intermediate ("WTI") spot price.

(2) EIA Henry Hub Natural Gas spot price per million British Thermal Unit (“MMBtu”).

(3) Baker Hughes.

In the first quarter of 2025, average U.S.

land drilling and completion activity levels and oil prices were relatively flat compared to the fourth quarter of 2024.

Average natural gas prices were up approximately 70% from the fourth quarter of 2024, as a cold January led to high inventory draws resulting in storage levels approaching the lowest levels observed in the previous five years.

gas demand forecasts remained strong through the first quarter considering increasing liquid natural gas export capacity in 2025 and positive power demand trends.

In early April 2025, several members of OPEC+ announced an increase to output plans beginning in April 2025, which has had a negative impact on recent commodity prices.

(3) Based on data made publicly available by Baker Hughes Company.

In the second quarter of 2025, average U.S.

land drilling activity levels declined approximately 3% compared to the first quarter of 2025 as weaker commodity prices and an uncertain global economic outlook impacted activity levels.

Average natural gas prices were down approximately 23% from the first quarter of 2025.

First quarter 2025 prices were elevated as a cold winter led to higher draws than anticipated in early 2025, but stocks have since recovered to above the five-year average which reduced pricing in the second quarter.

The outlook for natural gas demand remains strong.

Average oil prices declined 10% in the second quarter of 2025, largely due to OPEC+ announcing their intention to substantially unwind production cuts of 2.2 million barrels per day that have been in place since 2023, which has increased market fears of a potential supply surplus.

Trade Policies

Over the past several months, the Trump administration has implemented and announced a number of new tariffs, including new Section 232 tariffs of 25% on imports of steel and certain products made from steel from all locations, Synthetic Opioid tariffs of 20% on all imports from China, and broad “Reciprocal” tariffs with varying rates applied to U.S.

Over the course of 2025, the Trump administration has implemented and announced a number of new tariffs, including new Section 232 tariffs of 50% on imports of steel and certain products made from steel from most countries outside of the U.S., Synthetic Opioid tariffs of 20% on all imports from China, and broad “Reciprocal” tariffs with varying rates applied to U.S.

trading partners across the globe.

As of mid-April, most Reciprocal tariffs have been temporarily paused, except for those applied to certain countries, including China.

After these tariff announcements, global equity, bond and currency markets reacted negatively and have continued to experience high levels of volatility due to the potential disruption to global trade, the increasingly uncertain global economic outlook, and the negative implications of reduced consumer demand for imported products and energy.

We anticipate incurring elevated tariff expenses on our goods imported from China, and experiencing generally higher steel input costs at our Bossier City manufacturing facility as a result of the broad Section 232 tariffs, which will both impact profitability, to the extent we cannot offset such increases with cost reduction efforts and increased pricing.

The weaker oil demand outlook and associated decline in commodity pricing will potentially lead to lower U.S.

As of mid-July, most Reciprocal tariffs have been temporarily paused until August 1, 2025, except for those applied to certain countries, including China.

After these tariff announcements, global equity, bond and currency markets have experienced heightened levels of volatility due to the potential disruption to global trade, the increasingly uncertain global economic and inflation outlook, and the negative implications of reduced consumer demand for potentially more expensive imported products and energy.

We are incurring, and expect to continue to incur, elevated tariff expenses on our goods imported from Vietnam and China, and experience generally higher steel input costs at our Bossier City manufacturing facility as a result of the broad Section 232 tariffs, which should both impact profitability to the extent we cannot offset such increases with cost reduction efforts and increased pricing.

The weaker oil demand and increased supply outlook and associated decline in commodity pricing has led and is likely to continue to lead to lower U.S.

land drilling and completion activity levels as 2025 progresses, and correspondingly reduced demand for our products and services.

The Company also continues its efforts to diversify its supply chain by acquiring a 40% ownership percentage in a forging manufacturing facility in Vietnam in exchange for $6 million.

This interest is in addition to the wholly owned production facility in Vietnam.

Pillar Two Framework

The Organization for Economic Cooperation and Development (“OECD”) enacted rules (“Pillar Two”) for a new, global minimum tax of at least 15% on income arising in low-tax jurisdictions.

Based on current enacted legislation, management anticipates the impact of Pillar Two to be immaterial to the Company for 2025.

Certain members of the Organization for Economic Cooperation and Development (“OECD”) enacted rules (“Pillar Two”) for a new, global minimum tax of at least 15% on income arising in low-tax jurisdictions.

On June 28, 2025, the Group of Seven announced an update to the Pillar Two regime with a proposed ‘side by side’ solution.

The ‘side by side’ proposal would fully exclude the Company and other U.S.

parented groups from the impacts of Pillar Two in respect of both foreign and domestic profits, other than a foreign minimum tax.

The Company continues to evaluate the impact of both currently enacted and proposed provisions and estimates the impacts to income tax expense to be immaterial.

2025 Tax Legislation

On July 4, 2025, tax legislation colloquially known as the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA includes tax provisions such as the reinstatement of bonus depreciation and expensing of domestic research and development expenditures.

As a result of this legislation, we anticipate the OBBBA will lead to accelerated tax deductions that will reduce current tax expense with an offset to deferred tax expense.

The Company continues to evaluate the impacts of this legislation but anticipates the impact to total income tax expense will be immaterial.

Baker Hughes Transaction

In June 2025, Cactus Companies entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings LLC (“Baker Hughes Holdings”) and Baker Hughes Pressure Control LP (“Baker Hughes Pressure Control”), each of which is an indirect subsidiary of Baker Hughes Company, pursuant to which the Company will acquire a controlling interest in Baker Hughes Company’s surface pressure control business.

Prior to the closing of the transactions contemplated by the Framework Agreement (“(the “Closing”), Baker Hughes Holdings will effect certain restructuring transactions on the terms and subject to the conditions set forth in the Framework Agreement, as a result of which Baker Hughes Pressure Control or certain of its subsidiaries will own the Business Assets and the Business Liabilities (each as defined in the Framework Agreement) (collectively, the “Acquired Business”).

At Closing and pursuant to the Framework Agreement, Baker Hughes Holdings or one or more affiliates thereof will sell 65% of the limited liability company membership interests in Baker Hughes Pressure Control to Cactus Companies or an affiliate thereof for a cash purchase price of $344.5 million, subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after Closing (such transaction, the “Baker Hughes Transaction” and the strategic relationship created thereby, the “Joint Venture”).

Subject to satisfaction of the closing conditions, the Baker Hughes Transaction is expected to close in either late 2025 or early 2026.

Critical Accounting Policies and Estimates

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The performance of our operating segments is primarily evaluated based on segment operating income (in addition to other measures), which is defined as income before taxes and before interest income (expense), net, other income (expense), net and corporate and other expenses not allocated to the operating segments.

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024

Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025

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

Three Months Ended

March 31, 2025 December 31, 2024 $ Change % Change

June 30, 2025 March 31, 2025 $ Change % Change

(in thousands)

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Spoolable Technologies 96,225 92,578 3,647 3.9

Corporate and other (2,536) (670) (1,866) nm

Corporate and other (2,422) (2,536) 114 4.5

Total revenues 273,575 280,319 (6,744) (2.4)

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Interest income, net 2,518 2,325 193 8.3

Other income, net — 3,204 (3,204) nm

Income before income taxes 63,323 70,937 (7,614) (10.7)

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$ 40,329 $ 44,223 $ (3,894) (8.8) %

nm = not meaningful

Pressure Control.

Pressure Control revenue for the first quarter of 2025 was $190.3 million, an increase of $13.6 million, or 7.7%, from the fourth quarter of 2024 primarily due to increased sales of wellhead and production related equipment resulting from increased customer drilling efficiencies.

Pressure Control operating income of $54.3 million for the first quarter of 2025 increased $3.5 million, or 6.9% from the fourth quarter of 2024 primarily due to the higher volume, with margins decreasing 20 basis points due to reserves taken in connection with litigation claims.

Pressure Control revenue for the second quarter of 2025 was $179.8 million, a decrease of $10.5 million, or 5.5%, from the first quarter of 2025 primarily due to lower rental revenue and lower sales of wellhead and production from reduced customer activity levels in the second quarter.

Pressure Control operating income of $42.3 million for the second quarter of 2025 decreased $12.0 million, or 22.1% from the first quarter of 2025 primarily due to lower operating leverage resulting from the reduced volume, increased tariff impacts to product margins and increased legal expenses and reserves recognized in connection with litigation claims.

Spoolable Technologies.

Spoolable Technologies revenue for the first quarter of 2025 was $92.6 million, a decrease of $3.5 million, or 3.6% from the fourth quarter of 2024 primarily due to reduced customer activity levels in the seasonally slow first quarter.

Total operating income for Spoolable Technologies for the first quarter of 2025 was $23.9 million, compared to operating income of $25.5 million for the fourth quarter of 2024.

The decrease in operating income was primarily due to lower revenue realized and the corresponding reduced operating leverage.

Spoolable Technologies revenue for the second quarter of 2025 was $96.2 million, an increase of $3.6 million, or 3.9% from the first quarter of 2025 primarily due to higher customer activity levels in the seasonally strong second quarter.

Total operating income for Spoolable Technologies for the second quarter of 2025 was $28.1 million, compared to operating income of $23.9 million for the first quarter of 2025, an increase of $4.2 million, or 17.5%, from the first quarter of 2025.

The increase in operating income was primarily due to higher volume and higher operating leverage.

Corporate and other.

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management and other administrative functions not directly attributable to our reporting segment.

Corporate and other expenses for the first quarter of 2025 were $9.6 million, an increase of $3.7 million, or 62.7% from $5.9 million for the fourth quarter of 2024.

The increase was primarily due to professional fees associated with growth initiatives.

Corporate and other expenses for the second quarter of 2025 were flat sequentially.

The expenses in both quarters include similar levels of expenses for professional fees associated with the Baker Hughes Transaction.

Interest income, net.

Interest income, net was $2.3 million for the first quarter of 2025 and the fourth quarter of 2024.

Interest income, net was $2.5 million for the second quarter of 2025 and $2.3 million for the first quarter of 2025.

The interest income, net is primarily comprised of interest income earned on the invested cash balance.

Other income, net.

Other income, net represents non-cash adjustments for the revaluation of the liability related to the tax receivable agreement as a result of changes to the state tax rate.

Income tax expense.

Income tax expense for the first quarter of 2025 was $16.8 million compared to $18.5 million for the fourth quarter of 2024.

The decrease in income tax expense from the first quarter was due to a decrease in operating income quarter-over-quarter, in addition to an overall tax rate reduction due to decreases in permanent items.

Income tax expense for the second quarter of 2025 was $14.3 million compared to $16.8 million for the first quarter of 2025.

The decrease in income tax expense from the second quarter was due to a decrease in operating income quarter-over-quarter.

is only subject to federal and state income tax on its share of income from Cactus Companies.

Income allocated to the non-controlling interest is only taxable to the non-controlling interest.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

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

Three Months Ended March 31,

Six Months Ended June 30,

2025 2024 $ Change % Change

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Pressure Control.

Pressure Control revenue was $190.3 million for the first three months of 2025, an increase of $15.2 million, or 8.7%, from the first three months of 2024.

The increased revenue was primarily due to increased sales of wellhead and production related equipment resulting from increased customer drilling efficiencies.

Operating income of $54.3 million in the first three months of 2025 increased $2.7 million, or 5.1%, from the first three months of 2024.

The increase was primarily attributable to higher gross margins during the period due to the higher customer activity levels, partially offset by an increase in selling, general and administrative ("SG&A") expenses related to higher personnel costs, stock-based compensation expense and other reserves.

Pressure Control revenue was $370.0 million for the first six months of 2025, an increase of $7.8 million, or 2.2%, from the first six months of 2024, primarily due to increased intersegment sales with Spoolable Technologies.

Further, enhanced customer drilling efficiencies contributed to higher product volume sold, notwithstanding a decline in rig counts.

Operating income of $96.7 million in the first six months of 2025 decreased $10.7 million, or 9.9%, from the first six months of 2024.

The decrease was primarily attributable to escalated tariff cost impacts on product margins in the second quarter of 2025, as well as increased legal expenses and reserves recognized in connection with litigation claims.

Spoolable Technologies.

Spoolable Technologies revenue for the first three months of 2025 was $92.6 million, a decrease of $6.5 million, or 6.6%, from the first three months of 2024, primarily due to reduced customer activity levels.

Total operating income was $23.9 million in the first three months of 2025, an increase of $7.5 million, compared to operating income of $16.4

million in the first three months of 2024.

Operating income for the first three months of 2025 included higher manufacturing and field service related costs and reduced operating leverage.

Operating income for the first three months of 2024 included approximately $13.3 million of expense related to the change in fair value of the estimated earn-out liability.

Spoolable Technologies revenue for the first six months of 2025 was $188.8 million, a decrease of $14.0 million, or 6.9%, from the first six months of 2024, primarily due to reduced customer activity levels.

Total operating income was $51.9 million in the first six months of 2025, an increase of $5.5 million, or 11.8%, compared to operating income of $46.4 million in the first six months of 2024.

Operating income for the first six months of 2025 reflected improved operating

efficiencies, which were partly offset by the impact of the lower volume.

Operating income for the first six months of 2024 included approximately $16.2 million of expense related to the change in fair value of the estimated earn-out liability.

Corporate and other.

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Corporate and other expenses include costs associated with executive management and other administrative functions not directly attributable to our reporting segment.

Corporate and other expenses for the first three months of 2025 was $9.6 million, an increase of $4.1 million, or 73.9% from the first three months of 2024.

The increase was largely attributable to professional fees associated with growth initiatives.

Corporate and other expenses for the first six months of 2025 was $19.2 million, an increase of $7.8 million, or 68.1% from the first six months of 2024.

The increase was largely attributable to professional fees associated with the Baker Hughes Transaction.

Interest income, net.

Interest income, net for the first three months of 2025 was $2.3 million, compared to $0.7 million for the first three months of 2024.

Interest income, net for the first six months of 2025 was $4.8 million, compared to $2.1 million for the first six months of 2024.

The increase was due to an increase in interest income earned on cash invested during period.

Income tax expense.

Income tax expense for the first three months of 2025 was $16.8 million compared to $13.4 million for the first three months of 2024.

The increase in income tax expense from the first three months of 2024 was primarily due to an increase in operating income during the first three months of 2025, in conjunction with an additional $1.2 million of expense related to the revaluation of our deferred tax asset as a result of a change in our forecasted state rate.

Income tax expense for the first six months of 2025 was $31.1 million compared to $31.6 million for the first six months of 2024.

The decrease in income tax expense from the first six months of 2024 was primarily due to a decrease in operating income during the first six months of 2025, partially offset by an additional $1.2 million of expense related to the revaluation of our deferred tax asset as a result of a change in our forecasted state income tax rate.

Liquidity and Capital Resources

At March 31, 2025, we had $347.7 million of cash and cash equivalents.

At June 30, 2025, we had $405.2 million of cash and cash equivalents.

Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities, and borrowings under our Amended ABL Credit Facility (as defined in Note 6 in the notes to the unaudited condensed consolidated financial statements).

Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed.

As of March 31, 2025, we had $222.6 million of available borrowing capacity under our Amended ABL Credit Facility with no outstanding borrowings, and $2.4 million in letters of credit outstanding.

We were in compliance with the covenants of the Amended ABL Credit Facility as of March 31, 2025.

As of June 30, 2025, we had $222.6 million of available borrowing capacity under our Amended ABL Credit Facility with no outstanding borrowings, and $2.4 million in letters of credit outstanding.

We were in compliance with the covenants of the Amended ABL Credit Facility as of June 30, 2025.

In June 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million.

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The repurchase program does not obligate the Company to purchase any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

As of March 31, 2025, $146.3 million remained authorized for future repurchases of Class A common stock under the program.

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

As of June 30, 2025, $146.3 million remained authorized for future repurchases of Class A common stock under the program.

We believe that our existing cash on hand, cash generated from operations and available borrowings under our Amended ABL Credit Facility will be sufficient for at least the next 12 months to meet our short-term anticipated cash requirements, including working capital requirements, the cash purchase price related to the Baker Hughes Transaction, debt service obligations, anticipated capital expenditures, repurchases of shares of our Class A common stock, expected Tax Receivable Agreement ("TRA") liability payments, anticipated tax liabilities, and dividends to holders of our Class A common stock as well as pro rata cash distributions to holders of CC Units other than Cactus Inc.

We expect to utilize cash on hand and funds from the undrawn Amended ABL Credit Facility to fund the cash purchase price related to the Baker Hughes Transaction.

However, we may elect to pursue one or more debt financing transactions prior to the Closing to enhance liquidity.

We currently estimate our net capital expenditures for the year ending December 31, 2025 will range from $40 to $45 million.

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If necessary, we would likely choose to further reduce our spending on capital expenditures and operating expenses to ensure we operate within the cash flow generated from our operations.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

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

Three Months Ended

Six Months Ended

(in thousands)

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(36,546) (37,195)

Net cash provided by operating activities was $41.5 million and $86.3 million for the three months ended March 31, 2025 and 2024, respectively.

Operating cash flows for the three months ended March 31, 2025 decreased due to an increase in working capital, primarily related to strong revenue recognition in the month of March in both reporting segments to close the reporting period, combined with increased inventory levels in anticipation of seasonally stronger revenue in our Spoolable Technologies segment during the second and third quarters.

Net cash used in investing activities was $15.5 million and $6.8 million for the three months ended March 31, 2025 and 2024, respectively.

The increase for the three months ended March 31, 2025 was primarily due to the initial investment of $6.0 million related to our joint venture in Vietnam intended to diversify our manufacturing capabilities.

Net cash used in financing activities was $21.8 million for the three months ended March 31, 2025 compared to $20.1 million for the three months ended March 31, 2024.

The increase in net cash provided by financing activities for the three months ended March 31, 2025 was primarily related to an increase in member distributions of $3.4 million and an increase in payment of Class A dividends of $1.1 million.

These increases were partially offset by a decrease in share repurchases of $2.8 million.

Net cash provided by operating activities was $124.4 million and $164.2 million for the six months ended June 30, 2025 and 2024, respectively.

Operating cash flows for the six months ended June 30, 2025 decreased primarily due to lower earnings and an increase in working capital.

Net cash used in investing activities was $26.5 million and $14.1 million for the six months ended June 30, 2025 and 2024, respectively.

The increase for the six months ended June 30, 2025 was primarily due to the initial investment of $6.0 million related to our joint venture in Vietnam intended to diversify our manufacturing capabilities as well as an increase in capital expenditures.

Net cash used in financing activities was $36.5 million for the six months ended June 30, 2025 compared to $37.2 million for the six months ended June 30, 2024.

The decrease in net cash used in financing activities for the six months ended June 30, 2025 was primarily related to a decrease in share repurchases of $2.8 million.

partially offset by an increase in the payment of Class A share dividends of $2.0 million.

Quantitative and Qualitative Disclosures About Market Risk.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis