UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 9, 2018

 

 

CACTUS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

920 Memorial City Way, Suite 300
Houston, Texas 77024

(Address of Principal Executive Offices)
(Zip Code)

 

(713) 626-8800

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      x

 

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.        x

 

 

 

Item 2.02                   Results of Operation and Financial Condition.

 

On July 9, 2018, Cactus, Inc. (the “Company”) filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission. In the Registration Statement, within the section “Prospectus Summary—Recent Developments—Preliminary Estimate of Selected Second Quarter 2018 Financial Results,” the Company included certain preliminary financial information for the three months ending June 30, 2018. A copy of the language included within the section is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such a filing.

 

Item 7.01                   Regulation FD Disclosure.

 

The disclosures contained in Item 2.02 above, including the accompanying Exhibit 99.1, are hereby incorporated by reference into this Item 7.01.

 

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any previous or subsequent filing by the Company under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit No.		Description
99.1		“Prospectus Summary—Recent Developments— Preliminary Estimate of Selected Second Quarter 2018 Financial Results” as excerpted from the Registration Statement on Form S-1 filed by the Company on July 9, 2018.

 

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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 hereunto duly authorized.

 

Date: July 9, 2018
	CACTUS, INC.
	By:	/s/Brian Small
	Name:	Brian Small
	Title:	Chief Financial Officer

 

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Exhibit 99.1

 

Recent Developments

 

Preliminary Estimate of Selected Second Quarter 2018 Financial Results

 

Although our results of operations as of and for the three months ended June 30, 2018 are not yet final, based on the information and data currently available, we estimate, on a preliminary basis, that our total revenue will be within a range of $136.0 million to $139.0 million for the three months ended June 30, 2018, as compared to $81.9 million for the three months ended June 30, 2017. Based on currently available information and data, we also estimate that our net income will be within a range of $40.6 million to $42.4 million for the three months ended June 30, 2018, as compared to net income of $16.6 million for the three months ended June 30, 2017. In addition, we estimate that Adjusted EBITDA will be within a range of $54.0 million to $56.0 million for the three months ended June 30, 2018, as compared to $27.7 million for the same period in 2017. We estimate that our net capital expenditures (which equals net cash flows from investing activities) for the three months ended June 30, 2018 will be within the range of $13.0 million to $16.0 million. We estimate our cash and cash equivalents as of June 30, 2018 will be $27.9 million. The improved results as compared to the same period in 2017 are primarily attributable to higher revenue generated as a result of the increase in U.S. land activity associated with increased E&P drilling, completions and production.

 

EBITDA and Adjusted EBITDA Description and Reconciliation

 

EBITDA and Adjusted EBITDA are not measures of net income as determined by GAAP. EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define EBITDA as net income excluding net interest expense, income tax and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding (gain) loss on debt extinguishment and stock-based compensation expense.

 

Management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business.

 

 

The following table presents a reconciliation of EBITDA and Adjusted EBITDA to the GAAP financial measure of net income for the three months ended June 30, 2018 (estimated) and 2017 (actual) (unaudited and in thousands).

 

		Three Months Ended
		June 30, 2018 (High)			June 30, 2018 (Low)			June 30, 2017 (Actual)
Net income		$	42,400		$	40,600		$	16,578
Interest expense, net		255			235			5,186
Income tax expense		4,707			4,575			309
Depreciation and amortization		7,375			7,327			5,589
EBITDA		54,737			52,737			27,662
Stock-based compensation		1,263			1,263			—
Adjusted EBITDA		$	56,000		$	54,000		$	27,662

 

The preliminary financial information included in this registration statement has been prepared by, and is the responsibility of, Cactus Inc.’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The preliminary financial results presented above are not a comprehensive statement of our financial results for the three months ended June 30, 2018. The preliminary financial results presented above are subject to the completion of our financial closing procedures, which have not yet been completed. Our actual results for the three months ended June 30, 2018 are not available and may differ materially from these estimates. Therefore, you should not place undue reliance upon these preliminary financial results. For instance, during the course of the preparation of the respective financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial results presented above may be identified. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. Accordingly, the revenue, net income, EBITDA and Adjusted EBITDA for any particular period may not be indicative of future results. See “Cautionary Note Regarding Forward-Looking Statements.”

 

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