v3.26.1
Cactus International Acquisition (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Price Consideration
The estimated purchase price consideration is $362.0 million and is summarized as follows:
Purchase Price Consideration
Initial cash payment (1)(2)
$344,500 
Minimum cash amount at closing
45,500 
Working capital and other
(34,235)
Deferred Payment (3)
6,266 
Fair value of consideration$362,031 
(1) The cash consideration was funded utilizing cash on hand.
(2) The total cash consideration transferred is subject to potential working capital and capital expenditure adjustments.
(3) Represents the estimated fair value of our deferred consideration payment of $10.0 million, subject to contractual adjustments, discounted at present value and payable to the Seller on the first anniversary of the Transaction Date.
Schedule of Preliminary Purchase Price Allocation
The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, after measurement period adjustments:
Cash and cash equivalents$70,000 
Receivables249,045 
Inventories130,236 
Prepaid expenses and other current assets1,790 
Property and equipment48,376 
Operating lease right-of-use assets16,188 
Identifiable intangible assets228,800 
Other noncurrent assets17,090 
Total assets acquired (A)
761,525 
Accounts payable152,413 
Accrued expenses and other current liabilities50,051 
Finance lease obligations78 
Operating lease liabilities17,119 
Deferred tax liabilities19,613 
Other non-current liabilities
78,139 
Total liabilities assumed (B)
317,413 
Net identifiable assets acquired (C) = (A)-(B)
$444,112 
Fair value of the mezzanine classified non-controlling interest (D)
146,738 
Fair value of the other non-controlling interest (E)
19,565 
Goodwill (F)
84,222 
Total consideration to be transferred (G) = (C) - (D) - (E) + (F)
$362,031 
Schedule of Identifiable Intangible Assets Acquired The following table presents the details of identifiable intangible assets acquired and the respective estimated useful lives:
(in thousands)
Estimated useful life
Amount
Customer relationships
11.0 years$169,670 
Developed technology
10.0 years
40,360 
Backlog
1.0 year
18,770 
Total identifiable intangible assets
$228,800 
Schedule of Unaudited Proforma Results
The pro forma financial information below represents the combined results of operations for the three and six months ended June 30, 2025, as if the acquisition had occurred as of January 1, 2025. There is no pro forma information included for the three and six months ended June 30, 2026, because the Company’s actual financial results for such period fully reflect the acquisition. The unaudited pro forma combined financial information includes, where applicable, adjustments for additional amortization expense related to the fair value step-up of intangible assets, additional inventory fair value step-up expense, additional depreciation expense associated with adjusting property and equipment to fair value, changes to align accounting policies and associated tax-related impacts of adjustments. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that we believe are reasonable to reflect the impact of the acquisition on our historical financial information on a supplemental pro forma basis. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.
Three Months Ended June 30,Six Months Ended June 30,
20252025
Revenues$441,782 $864,354 
Net Income attributable to Cactus, Inc.42,324 83,897