Cactus, Inc. Class A Common Stock · NYSE:WHD
Cactus, Inc. Class A Common Stock — Merger or Acquisition (January 2023)
16 slides from Cactus, Inc. Class A Common Stock's merger presentation, Jan 3, 2023
Slide 1: Acquisition of FlexSteel
Exhibit 99.2 sAcquisition of Fl -.Gactus, Inc: (NYSE January 3; 2023
Slide 2: Important Disclosures
2 Important Disclosures Non-GAAP Measures This presentation includes references to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and EBIT, which are not measures calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of EB
Slide 3: FlexSteel Meets Cactus' Acquisition Criteria
3 Manufacturer of a Unique Highly Engineered Product Sold Directly to End-Users Variable Cost Business With A Strong Margin Profile Modest Capital Requirements Enhance Free Cash Flow Leverages Cactus’ Infrastructure & Customer Base Attractive Growth Potential FlexSteel Meets Cactus’ Acquisition Crit
Slide 4: FlexSteel Investment Highlights
4 Growth Opportunities from Increased Customer Adoption, Midstream, International, Offshore and Carbon Capture Applications Complementary Products at the Wellsite and Sold to Similar End-Users Innovative & Differentiated Technology With Unique Manufacturing Capabilities Strong Through-Cycle Margins
Slide 5: Transaction & Financing Overview
5 ◼ Cactus to acquire FlexSteel for $621 million on a cash-free, debt-free basis, subject to customary purchase price adjustments ◼ Consideration to be paid in cash, with closing expected in early 2023 ◼ Potential future earn-out payment of up to $75 million in mid-2024 if certain growth targets are
Slide 6: FlexSteel at a Glance
6 FlexSteel at a Glance About FlexSteel ◼ FlexSteel is a market leading provider of spoolable pipe technologies for the onshore North American market ◼ Customer base includes some of the largest exploration & production companies in North America ◼ 100% of products manufactured in-house at ISO & API
Slide 7: FlexSteel's Proprietary Equipment Across the Industry Value Chain
7 Tank Battery FlexSteel’s Proprietary Equipment Across the Industry Value Chain Production Lines / Pipe-Under-Pad Gathering Lines Takeaway Lines Multiphase Production Oil / Gas / Water CO2 / CCUSGas Lift / CO2 Oil / Gas / Water CO2 / CCUS Wellhead Midstream Sales Meter Refining / End Use Consumable
Slide 8: Technologically Advanced Spoolable Pipe Systems
8 Technologically Advanced Spoolable Pipe Systems Lower maintenance cost for operators Lower cost to install Reduced operating field failures / reinstallations Reduced need for special handling or bedding tools Captures permeated gases Higher flowrates Reliable in extreme conditions Durable
Slide 9: FlexSteel Offerings Enable Customers to Meet ESG-Related Goals
9 FlexSteel Offerings Enable Customers to Meet ESG-Related Goals ◼ FlexSteel equipment takes less time to install versus legacy offerings, resulting in faster time to production ◼ Longer spooled length minimizes connections made on-site ◼ Translates to fewer people & less equipment on location ◼ Fle
Slide 10: Differentiated Margin Profile Through the Cycle
10 32% 29% 15% 14% 10% 10% 9% 7% Peer B Peer A Peer C Peer E Peer F Peer D 31% 24% 18% 15% 8% 7% 5% 5% Peer A Peer B Peer C Peer D Peer E Peer F Differentiated Margin Profile Through the Cycle Total Adjusted EBITDA Margin (2020 – 2021) (1)(2) Source: Factset, Company filings and financial statements
Slide 11: YTD 9/30/2022 Financial Information
11 YTD 9/30/2022 Financial Information Year-to-Date (“YTD”) Financial Profile Cactus FlexSteel Cactus & FlexSteel(1) Revenue $501 million $265 million $766 million Adj. EBITDA(2) $161 million $78 million $239 million Adj. EBITDA Margin(2) 32% 29% 31% Net Capital Expenditures(3) $19 million $7 millio
Slide 12: Operational Footprint
12 ◼ Cactus U.S. manufacturing facility located in Bossier City, LA ◼ Both headquarters located in Houston, TX ◼ FlexSteel manufacturing facility located in Baytown, TX ◼ Majority of service centers & yards located in areas with existing Cactus footprint ◼ Two field locations in Canada ◼ FlexSteel h
Slide 13: Multiple Avenues for Growth
13 ◼ Continued Share Gains For Core Production Products ◼ Transition from legacy offerings to spoolable technologies still underway ◼ Increase customer penetration for larger-diameter gathering-based technologies ◼ Expand customer penetration for on-pad applications that connect to the wellhead ◼ In
Slide 14: Non-GAAP Reconciliation (Cactus)
14 Year Ended Nine Months Ended ($ in thousands) December 31, September 30, 2021 2020 2022 Net income $67,470 $59,215 $104,383 Interest (income) expense, net 774 (701) (1,344) Income tax expense 7,675 10,970 23,498 EBIT 75,919 69,484 126,537 Depreciation and amortization 36,308 40,520 25,991 EBITDA
Slide 15: Non-GAAP Reconciliation (FlexSteel)
15 Year Ended Nine Months Ended ($ in thousands) December 31, September 30, 2021 2020 2022 Net income (loss) ($23,046) ($34,592) $596 Interest (income) expense, net 51,024 53,873 40,082 Income tax expense (benefit) 830 (9,079) 8,491 EBIT 28,808 10,202 49,169 Depreciation and amortization 15,793 15,5
Slide 16: Investor Relations Contact
16 John Fitzgerald Director of Corporate Development & Investor Relations 713-904-4655 IR@CactusWHD.com Investor Relations Contact