FlexSteel Acquisition (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

The estimated purchase price consideration for the acquisition is $630.1 million and is summarized as follows:


	Purchase Price Consideration
Cash consideration	$	624,173
Add: Estimated contingent consideration (1)	5,960
Fair value of consideration transferred or estimated to be transferred	$	630,133

(1) Represents the estimated fair value of the earn-out payment of up to $75 million of additional cash consideration if certain revenue growth targets are met by FlexSteel. The estimated fair value of the earn-out payment was determined using a Monte Carlo simulation valuation methodology based on probability-weighted performance projections and other inputs, including a discount rate. The liability associated with the earn-out payment is recorded in other noncurrent liabilities. Changes to the fair value of the liability subsequent to the acquisition date are recognized in the statements of income as a component of other income (expense), net.

Summary of Preliminary Purchase Price Allocation

The following table provides the preliminary allocation of the purchase price as of the acquisition date:


Cash and cash equivalents	$	5,316
Receivables	57,747
Inventories	92,421
Prepaid expenses and other current assets	1,283
Property and equipment	210,929
Operating lease right-of-use assets	1,021
Identifiable intangible assets	200,300
Other noncurrent assets	5,666
Total assets acquired	574,683
Accounts payable	(14,789)
Accrued expenses and other current liabilities	(26,827)
Finance lease obligations	(974)
Operating lease liabilities	(906)
Deferred tax liabilities	(94,532)
Total liabilities assumed	(138,028)

Net assets acquired	436,655

Goodwill	$	193,478

Summary of Unaudited Proforma Results

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 March 31,
	2023		2022
Revenues	$	281,784	$	228,711
Net Income attributable to Cactus, Inc.	40,803		18,771