Delaware
|
82-3066826
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
2445 Technology Forest Blvd
Building 4, 12
th
Floor
The Woodlands, Texas
|
77381
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
New York Stock Exchange
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
Non-accelerated filer
þ
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
PART I
|
Page
|
|
|
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PART II
|
|
|
|
|
|
PART III
|
|
|
|
|
|
PART IV
|
|
|
|
•
|
Electric Submersible Pump (“ESP”)—
Our ESPs are fully integrated and customizable systems that are used during the earlier stages of production when barrels per day volume is at its highest level. Our ESP products include centrifugal pumps, gas handling devices, motors, controls and digital solutions to monitor and optimize ESP performance.
|
•
|
Gas Lift—
Gas lift is a method of artificial lift that involves injecting high pressure gas to lift oil from a well. Gas lift is a preferred artificial lift for deviated wells and wells characterized by large amounts of sand or solid materials. We have been delivering innovative and flexible gas lift solutions to our customers for more than 30 years. Our software takes into account the complexity and production characteristics of the well to deliver the best gas lift solution for each well.
|
•
|
Rod Pumping Systems (“Rod Lift”)—
As well production extends beyond the initial years, operators typically begin to employ a Rod Lift extraction solution. Our Rod Lift solutions include standard and fit-for-purpose sucker rods and accessories as well as a full range of downhole pumps that address all rod pumping applications. Rod Lift is one of the more prevalent lift solutions employed in wells in the United States and internationally. Our Rod Lift business provides for significant recurring revenue as sucker rods, pumps and accessories are replaced with use.
|
•
|
Progessive Cavity Pumps (“PCP”) Plunger, Hydraulic and Jet Lift Systems—
We offer a full range of PCP solutions including top drives, high performance pumps, drive rods and controls; a broad range of plunger lift systems including surface, downhole equipment and controllers; and a full range of hydraulic and jet lift systems including jet pumps, hydraulic reciprocating pumps, surface multiplex pumps and automation controllers. These solutions are typically used in wells that have been producing for multiple years and are essential for increasing productivity at lower production volumes.
|
•
|
Controllers and Software Solutions—
Controllers and software solutions, including proprietary cloud-based software, to monitor and optimize artificial lift and production. Software is sold on a subscription based model and can be tailored to a breadth of customer requirements, resulting in a fit-for-purpose solution.
|
•
|
Downhole Monitoring, Logging and Management—
Quartz pressure transducers and smart downhole tools for measuring, monitoring and logging downhole well conditions to improve well productivity.
|
•
|
Asset Integrity Management Solutions—
End-to-end digital IIoT solutions and portable analyzers to monitor, predict, and optimize health and performance of reciprocating compressors and engines used in wellsites, pipelines, refineries and chemical plants.
|
•
|
PDC Drill Bit Inserts—
Custom designed and manufactured drill bit inserts.
|
•
|
Other Drilling Equipment—
Includes long-lasting diamond bearings for process-fluid lubricated applications, including underwater applications, downhole drilling tools and industrial pumps, as well as diamond roof bolt mining tools for underground mining.
|
Name
|
|
Age
|
|
Current Position and Business Experience
|
Sivasankaran Somasundaram
|
|
53
|
|
President and Chief Executive Officer (2018)
Vice President of Dover Corporation and President and Chief Executive Officer of Dover Energy (2013)
|
Jay A. Nutt
|
|
55
|
|
Senior Vice President and Chief Financial Officer (2018)
Senior Vice President and Chief Financial Officer—Dover Energy of Dover Corporation (2018)
Senior Vice President and Controller of TechnipFMC plc (2017)
Vice President, Controller and Treasurer of FMC Technologies, Inc. (2015)
Vice President and Controller of FMC Technologies, Inc. (2009)
|
Shankar Annamalai
|
|
37
|
|
Senior Vice President Operations (2018)
Senior Vice President Operations—Dover Energy of Dover Corporation (2017)
Global Vice President of Operations and Supply—Pentair Technical Solutions of Pentair plc (2015)
Senior Director of Operations—Pentair Valves & Controls of Pentair plc (2013)
|
Amy Thompson Broussard
|
|
42
|
|
Senior Vice President and Chief Human Resources Officer (2018)
Vice President, Human Resources—Dover Energy of Dover Corporation (2016)
Vice President of Human Resources—Dover Artificial Lift of Dover Corporation (2014)
Director of Human Resources—Western Hemisphere HR Service Centers of Baker Hughes Inc. (2013)
|
Robert K. Galloway
|
|
52
|
|
President, Drilling Technologies (2018)
President—US Synthetic of Dover Corporation (2010)
|
Paul E. Mahoney
|
|
54
|
|
President, Production & Automation Technologies (2018)
President—Dover Artificial Lift of Dover Corporation (2014)
Chief Operations Officer and Senior Vice President of Global Sales and Operations—Dover Artificial Lift of Dover Corporation (2012)
|
Syed Raza
|
|
52
|
|
Senior Vice President and Chief Digital Officer (2018)
President—Dover Energy Automation of Dover Corporation (2016)
Vice President and General Manager—Advanced Solutions of Honeywell Process Solutions (2014)
General Manager Advanced Solutions—Europe, Middle East & Africa of Honeywell Process Solutions (2013)
|
Julia Wright
|
|
43
|
|
Senior Vice President, General Counsel and Secretary (2018)
Senior Vice President, General Counsel and Secretary—Dover Energy of Dover Corporation (2018)
Vice President and General Counsel of Nabors Industries Ltd. (2016)
Interim General Counsel of Nabors Industries Ltd. (2016)
Assistant General Counsel of Nabors Industries Ltd. (2013)
|
•
|
worldwide economic activity;
|
•
|
the level of exploration and production activity;
|
•
|
interest rates and the cost of capital;
|
•
|
environmental regulation;
|
•
|
federal, state and foreign policies regarding exploration and development of oil and gas;
|
•
|
the ability and/or desire of the Organization of the Petroleum Exporting Countries (“OPEC”) and other major producers to set and maintain production levels and pricing;
|
•
|
governmental regulations regarding future oil and gas exploration and production;
|
•
|
the cost of exploring and producing oil and gas;
|
•
|
the pace of adoption and cost of developing alternative energy sources;
|
•
|
the availability, expiration date and price of onshore and offshore leases;
|
•
|
the discovery rate of new oil and gas reserves in onshore and offshore areas;
|
•
|
the success of drilling for oil and gas in unconventional resource plays such as shale formations;
|
•
|
takeaway capacity within producing basins;
|
•
|
alternative opportunities to invest in onshore exploration and production opportunities;
|
•
|
domestic and global political and economic uncertainty, socio-political unrest and instability, terrorism or hostilities;
|
•
|
technological advances; and
|
•
|
weather conditions.
|
•
|
political, social and economic instability and disruptions;
|
•
|
government export controls, economic sanctions, embargoes or trade restrictions;
|
•
|
the imposition of duties and tariffs and other trade barriers;
|
•
|
limitations on ownership and on repatriation or dividend of earnings;
|
•
|
transportation delays and interruptions;
|
•
|
labor unrest and current and changing regulatory environments;
|
•
|
increased compliance costs, including costs associated with disclosure requirements and related due diligence;
|
•
|
difficulties in staffing and managing multi-national operations;
|
•
|
limitations on our ability to enforce legal rights and remedies; and
|
•
|
access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our outstanding debt;
|
•
|
limiting our ability to obtain additional financing to fund our business operations;
|
•
|
requiring a substantial portion of our cash flows to be dedicated to debt service payments;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest;
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
|
•
|
placing us at a disadvantage compared to other, less leveraged competitors; and
|
•
|
increasing our cost of borrowing.
|
•
|
entering into any transaction resulting, when combined with prior transactions, in the acquisition of 40% or more of its stock, or substantially all of its assets, whether by merger or otherwise;
|
•
|
merging, consolidating or liquidating;
|
•
|
issuing equity securities representing 40% or more of its stock, subject to certain exceptions and adjustments;
|
•
|
repurchasing its capital stock in excess of specified amounts;
|
•
|
ceasing to actively conduct its business or disposing of more than 25% of the assets used in its actively conducted business; and
|
•
|
engaging in certain internal transactions.
|
|
Manufacturing
|
|
Warehouse
|
|
Sales / Service/Other
|
|
Total
|
||||
Production & Automation Technologies
|
22
|
|
|
74
|
|
|
55
|
|
|
151
|
|
Drilling Technologies
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
North America
|
|
Australia
|
|
Other
|
|
Total
|
||||
Production & Automation Technologies
|
130
|
|
|
4
|
|
|
17
|
|
|
151
|
|
Drilling Technologies
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Closing stock price at December 31, 2018
|
$
|
27.08
|
|
Closing stock price at January 31, 2019
|
$
|
33.62
|
|
Number of common stockholders of record at January 31, 2019
|
1,206
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
|
||||
Equity compensation plans approved by
security holders
(1)
|
477,950
|
|
|
$
|
29.43
|
|
|
6,461,864
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
477,950
|
|
|
$
|
29.43
|
|
|
6,461,864
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
||||||||||
Statement of income (loss) data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,216,646
|
|
|
$
|
1,010,466
|
|
|
$
|
751,337
|
|
|
$
|
1,076,680
|
|
|
$
|
1,530,631
|
|
Gross profit
(2)
|
416,299
|
|
|
320,476
|
|
|
195,271
|
|
|
334,639
|
|
|
621,091
|
|
|||||
Provision for (benefit from) income taxes
|
28,796
|
|
|
(21,876
|
)
|
|
(8,043
|
)
|
|
24,131
|
|
|
110,323
|
|
|||||
Net income (loss)
|
94,495
|
|
|
112,664
|
|
|
(10,900
|
)
|
|
53,134
|
|
|
223,496
|
|
|||||
Net income (loss) attributable to Apergy
|
94,041
|
|
|
111,734
|
|
|
(12,751
|
)
|
|
51,698
|
|
|
222,707
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share attributable to Apergy
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.22
|
|
|
$
|
1.44
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.67
|
|
|
$
|
2.88
|
|
Diluted
|
$
|
1.21
|
|
|
$
|
1.43
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.66
|
|
|
$
|
2.86
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
41,832
|
|
|
$
|
23,712
|
|
|
$
|
26,027
|
|
|
$
|
10,417
|
|
|
$
|
24,355
|
|
Property, plant and equipment, net
|
244,328
|
|
|
213,562
|
|
|
202,528
|
|
|
232,886
|
|
|
250,482
|
|
|||||
Total assets
|
1,971,756
|
|
|
1,906,615
|
|
|
1,851,676
|
|
|
1,983,379
|
|
|
2,218,752
|
|
|||||
Long-term debt
(2)
|
666,108
|
|
|
5,806
|
|
|
2,809
|
|
|
3.282
|
|
|
3,516
|
|
|||||
Total Apergy stockholders’ equity
|
979,069
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Parent Company equity
|
—
|
|
|
1,635,636
|
|
|
1,546,322
|
|
|
1,639,865
|
|
|
1,793,176
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
163,900
|
|
|
$
|
76,050
|
|
|
$
|
132,991
|
|
|
$
|
215,671
|
|
|
$
|
280,990
|
|
Net cash required by investing activities
|
(54,205
|
)
|
|
(41,949
|
)
|
|
(27,273
|
)
|
|
(34,101
|
)
|
|
(660,177
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(90,838
|
)
|
|
(36,693
|
)
|
|
(90,018
|
)
|
|
(194,977
|
)
|
|
389,149
|
|
|
2017
|
|
2018
|
||||||||||||||||||
|
Q1
|
Q2
|
Q3
|
Q4
|
FY
|
|
Q1
|
Q2
|
Q3
|
Q4
|
FY
|
||||||||||
WTI crude ($ per bbl)
(a)
|
51.62
|
|
48.10
|
|
48.15
|
|
55.23
|
|
50.81
|
|
|
62.91
|
|
68.07
|
|
69.69
|
|
59.50
|
|
65.04
|
|
Brent crude ($ per bbl)
(a)
|
53.59
|
|
49.55
|
|
52.10
|
|
61.40
|
|
54.12
|
|
|
66.86
|
|
74.53
|
|
75.08
|
|
67.99
|
|
71.12
|
|
Henry Hub natural gas ($ per mmBtu)
(a)
|
3.02
|
|
3.08
|
|
2.95
|
|
2.91
|
|
2.99
|
|
|
3.08
|
|
2.85
|
|
2.93
|
|
3.77
|
|
3.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. rig count
(b)
|
742
|
|
895
|
|
946
|
|
921
|
|
876
|
|
|
966
|
|
1,039
|
|
1,051
|
|
1,073
|
|
1,032
|
|
Canada rig count
(b)
|
295
|
|
117
|
|
208
|
|
204
|
|
206
|
|
|
269
|
|
108
|
|
209
|
|
179
|
|
191
|
|
International rig count
(b)
|
939
|
|
958
|
|
947
|
|
949
|
|
948
|
|
|
970
|
|
968
|
|
1,003
|
|
1,011
|
|
988
|
|
Worldwide rig count
|
1,976
|
|
1,970
|
|
2,101
|
|
2,074
|
|
2,030
|
|
|
2,205
|
|
2,115
|
|
2,263
|
|
2,263
|
|
2,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. well completions
(a)
|
788
|
|
961
|
|
1,051
|
|
1,070
|
|
967
|
|
|
1,097
|
|
1,232
|
|
1,248
|
|
1,277
|
|
1,213
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
Revenue
|
$
|
1,216,646
|
|
|
$
|
1,010,466
|
|
|
$
|
751,337
|
|
|
206,180
|
|
|
20.4
|
|
|
259,129
|
|
|
34.5
|
|
Cost of goods and services
|
800,347
|
|
|
689,990
|
|
|
556,066
|
|
|
110,357
|
|
|
16.0
|
|
|
133,924
|
|
|
24.1
|
|
|||
Gross profit
|
416,299
|
|
|
320,476
|
|
|
195,271
|
|
|
95,823
|
|
|
29.9
|
|
|
125,205
|
|
|
64.1
|
|
|||
Selling, general and administrative expense
|
262,625
|
|
|
218,558
|
|
|
204,383
|
|
|
44,067
|
|
|
20.2
|
|
|
14,175
|
|
|
6.9
|
|
|||
Interest expense, net
|
27,440
|
|
|
753
|
|
|
477
|
|
|
26,687
|
|
|
*
|
|
|
276
|
|
|
*
|
|
|||
Other expense, net
|
2,943
|
|
|
10,377
|
|
|
9,354
|
|
|
(7,434
|
)
|
|
*
|
|
|
1,023
|
|
|
*
|
|
|||
Income (loss) before income taxes
|
123,291
|
|
|
90,788
|
|
|
(18,943
|
)
|
|
32,503
|
|
|
35.8
|
|
|
109,731
|
|
|
579.3
|
|
|||
Provision for (benefit from) income taxes
|
28,796
|
|
|
(21,876
|
)
|
|
(8,043
|
)
|
|
50,672
|
|
|
231.6
|
|
|
(13,833
|
)
|
|
(172.0
|
)
|
|||
Net income (loss)
|
94,495
|
|
|
112,664
|
|
|
(10,900
|
)
|
|
(18,169
|
)
|
|
(16.1
|
)
|
|
123,564
|
|
|
1,133.6
|
|
|||
Net income attributable to noncontrolling interest
|
454
|
|
|
930
|
|
|
1,851
|
|
|
(476
|
)
|
|
*
|
|
|
(921
|
)
|
|
*
|
|
|||
Net income (loss) attributable to Apergy
|
$
|
94,041
|
|
|
$
|
111,734
|
|
|
$
|
(12,751
|
)
|
|
(17,693
|
)
|
|
(15.8
|
)
|
|
124,485
|
|
|
976.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit margin
|
34.2
|
%
|
|
31.7
|
%
|
|
26.0
|
%
|
|
|
|
250 bps.
|
|
|
|
|
570 bps.
|
|
|||||
SG&A expense, percent of revenue
|
21.6
|
%
|
|
21.6
|
%
|
|
27.2
|
%
|
|
|
|
0 bps.
|
|
|
|
|
(560) bps.
|
|
|||||
Effective tax rate
|
23.4
|
%
|
|
(24.1
|
)%
|
|
42.5
|
%
|
|
|
|
4,750 bps.
|
|
|
|
|
(6,660) bps.
|
|
*
|
Not meaningful
|
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||
Revenue
|
$
|
931,081
|
|
|
$
|
782,813
|
|
|
$
|
638,017
|
|
|
148,268
|
|
|
18.9
|
|
144,796
|
|
|
22.7
|
Operating profit (loss)
|
75,918
|
|
|
26,890
|
|
|
(21,744
|
)
|
|
49,028
|
|
|
182.3
|
|
48,634
|
|
|
223.7
|
|||
Operating profit (loss) margin
|
8.2
|
%
|
|
3.4
|
%
|
|
(3.4
|
)%
|
|
|
|
480 bps.
|
|
|
|
680 bps.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
$
|
112,955
|
|
|
$
|
100,912
|
|
|
$
|
99,664
|
|
|
12,043
|
|
|
11.9
|
|
1,248
|
|
|
1.3
|
Royalty expense
|
2,277
|
|
|
9,765
|
|
|
7,366
|
|
|
(7,488
|
)
|
|
*
|
|
2,399
|
|
|
32.6
|
|||
Restructuring and other
related charges
|
4,347
|
|
|
6,921
|
|
|
12,757
|
|
|
(2,574
|
)
|
|
*
|
|
(5,836
|
)
|
|
*
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bookings
|
$
|
941,302
|
|
|
$
|
792,798
|
|
|
$
|
625,149
|
|
|
148,504
|
|
|
18.7
|
|
167,649
|
|
|
26.8
|
Book-to-bill ratio
|
1.01
|
|
|
1.01
|
|
|
0.98
|
|
|
|
|
|
|
|
|
|
*
|
Not meaningful
|
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
Revenue
|
$
|
285,565
|
|
|
$
|
227,653
|
|
|
$
|
113,320
|
|
|
57,912
|
|
|
25.4
|
|
|
114,333
|
|
|
100.9
|
|
Operating profit
|
98,620
|
|
|
74,317
|
|
|
8,397
|
|
|
24,303
|
|
|
32.7
|
|
|
65,920
|
|
|
785.0
|
|
|||
Operating profit margin
|
34.5
|
%
|
|
32.6
|
%
|
|
7.4
|
%
|
|
|
|
190 bps.
|
|
|
|
|
2,520 bps.
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
11,037
|
|
|
$
|
11,950
|
|
|
$
|
12,448
|
|
|
(913
|
)
|
|
(7.6
|
)
|
|
(498
|
)
|
|
(4.0
|
)
|
Restructuring and other related charges
|
—
|
|
|
—
|
|
|
2,405
|
|
|
—
|
|
|
|
|
(2,405
|
)
|
|
*
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bookings
|
$
|
293,473
|
|
|
$
|
232,796
|
|
|
$
|
118,433
|
|
|
60,677
|
|
|
26.1
|
|
|
114,363
|
|
|
96.6
|
|
Book-to-bill ratio
|
1.03
|
|
|
1.02
|
|
|
1.05
|
|
|
|
|
|
|
|
|
|
*
|
Not meaningful
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by operating activities
|
$
|
163,900
|
|
|
$
|
76,050
|
|
|
$
|
132,991
|
|
Cash required by investing activities
|
(54,205
|
)
|
|
(41,949
|
)
|
|
(27,273
|
)
|
|||
Cash required by financing activities
|
(90,838
|
)
|
|
(36,693
|
)
|
|
(90,018
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(737
|
)
|
|
277
|
|
|
(90
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
18,120
|
|
|
$
|
(2,315
|
)
|
|
$
|
15,610
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility
|
370,000
|
|
|
—
|
|
||
6.375% Senior Notes due 2026
|
300,000
|
|
|
—
|
|
||
Capital lease obligations
|
7,485
|
|
|
5,806
|
|
||
Total borrowings
|
$
|
677,485
|
|
|
$
|
5,806
|
|
(in millions)
|
Amount
|
|
Debt
Outstanding
|
|
Letters
of
Credit
|
|
Unused Capacity
|
|
Maturity
|
||||||||
Five-year revolving credit facility
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
246.4
|
|
|
May 2023
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in thousands)
|
Total Payments
|
|
Less than 1 year
|
|
1-3
years
|
|
3-5
years
|
|
After 5 years
|
||||||||||
Long-term debt
|
$
|
670,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
670,000
|
|
Interest on long-term debt
(1)
|
143,544
|
|
|
19,125
|
|
|
38,250
|
|
|
38,250
|
|
|
47,919
|
|
|||||
Operating leases
|
68,742
|
|
|
14,781
|
|
|
24,008
|
|
|
21,219
|
|
|
8,734
|
|
|||||
Purchase obligations
|
46,272
|
|
|
43,103
|
|
|
3,169
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
8,214
|
|
|
4,447
|
|
|
3,623
|
|
|
119
|
|
|
25
|
|
|||||
Supplemental and post-retirement benefits
(2)
|
18,105
|
|
|
2,105
|
|
|
4,133
|
|
|
3,981
|
|
|
7,886
|
|
|||||
Total contractual obligations
|
$
|
954,877
|
|
|
$
|
83,561
|
|
|
$
|
73,183
|
|
|
$
|
63,569
|
|
|
$
|
734,564
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Product revenue
|
$
|
1,085,471
|
|
|
$
|
919,669
|
|
|
$
|
673,447
|
|
Service revenue
|
83,155
|
|
|
63,386
|
|
|
50,816
|
|
|||
Lease and other revenue
|
48,020
|
|
|
27,411
|
|
|
27,074
|
|
|||
Total revenue
|
1,216,646
|
|
|
1,010,466
|
|
|
751,337
|
|
|||
Cost of goods and services
|
800,347
|
|
|
689,990
|
|
|
556,066
|
|
|||
Gross profit
|
416,299
|
|
|
320,476
|
|
|
195,271
|
|
|||
Selling, general and administrative expense
|
262,625
|
|
|
218,558
|
|
|
204,383
|
|
|||
Interest expense, net
|
27,440
|
|
|
753
|
|
|
477
|
|
|||
Other expense, net
|
2,943
|
|
|
10,377
|
|
|
9,354
|
|
|||
Income (loss) before income taxes
|
123,291
|
|
|
90,788
|
|
|
(18,943
|
)
|
|||
Provision for (benefit from) income taxes
|
28,796
|
|
|
(21,876
|
)
|
|
(8,043
|
)
|
|||
Net income (loss)
|
94,495
|
|
|
112,664
|
|
|
(10,900
|
)
|
|||
Net income attributable to noncontrolling interest
|
454
|
|
|
930
|
|
|
1,851
|
|
|||
Net income (loss) attributable to Apergy
|
$
|
94,041
|
|
|
$
|
111,734
|
|
|
$
|
(12,751
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Apergy: *
|
|
|
|
|
|
||||||
Basic
|
$
|
1.22
|
|
|
$
|
1.44
|
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
1.21
|
|
|
$
|
1.43
|
|
|
$
|
(0.16
|
)
|
Weighted-average shares outstanding: *
|
|
|
|
|
|
||||||
Basic
|
77,342
|
|
|
77,340
|
|
|
77,340
|
|
|||
Diluted
|
77,692
|
|
|
77,890
|
|
|
77,340
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
94,495
|
|
|
$
|
112,664
|
|
|
$
|
(10,900
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
(14,210
|
)
|
|
4,385
|
|
|
925
|
|
|||
Pension and other post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during period
|
856
|
|
|
2,598
|
|
|
(123
|
)
|
|||
Reclassification adjustment for net actuarial loss included in net income
|
247
|
|
|
257
|
|
|
234
|
|
|||
Reclassification adjustment for prior service costs included in net income
|
—
|
|
|
1
|
|
|
1
|
|
|||
Reclassification adjustment for settlement losses included in net income
|
353
|
|
|
—
|
|
|
—
|
|
|||
Total pension and other post-retirement benefit plans
(2)
|
1,456
|
|
|
2,856
|
|
|
112
|
|
|||
Other comprehensive income (loss)
|
(12,754
|
)
|
|
7,241
|
|
|
1,037
|
|
|||
Comprehensive income (loss)
|
81,741
|
|
|
119,905
|
|
|
(9,863
|
)
|
|||
Comprehensive income attributable to noncontrolling interest
|
454
|
|
|
930
|
|
|
1,851
|
|
|||
Comprehensive income (loss) attributable to Apergy
|
$
|
81,287
|
|
|
$
|
118,975
|
|
|
$
|
(11,714
|
)
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,832
|
|
|
$
|
23,712
|
|
Receivables, net of allowances of $5,178 in 2018 and $4,753 in 2017
|
249,948
|
|
|
201,449
|
|
||
Inventories, net
|
218,319
|
|
|
201,402
|
|
||
Prepaid expenses and other current assets
|
20,211
|
|
|
14,912
|
|
||
Total current assets
|
530,310
|
|
|
441,475
|
|
||
Property, plant and equipment, net
|
244,328
|
|
|
213,562
|
|
||
Goodwill
|
904,985
|
|
|
910,088
|
|
||
Intangible assets, net
|
283,688
|
|
|
338,510
|
|
||
Other non-current assets
|
8,445
|
|
|
2,980
|
|
||
Total assets
|
1,971,756
|
|
|
1,906,615
|
|
||
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
131,058
|
|
|
98,826
|
|
||
Accrued compensation and employee benefits
|
40,546
|
|
|
30,289
|
|
||
Accrued expenses and other current liabilities
|
30,391
|
|
|
21,375
|
|
||
Total current liabilities
|
201,995
|
|
|
150,490
|
|
||
Long-term debt
|
666,108
|
|
|
5,806
|
|
||
Deferred income taxes
|
101,724
|
|
|
96,985
|
|
||
Other long-term liabilities
|
20,402
|
|
|
12,949
|
|
||
Total liabilities
|
990,229
|
|
|
266,230
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock (2.5 billion shares authorized, $0.01 par value)
2018—77.4 million shares issued and outstanding
|
774
|
|
|
—
|
|
||
Capital in excess of par value of common stock
|
965,372
|
|
|
—
|
|
||
Retained earnings
|
55,829
|
|
|
—
|
|
||
Net parent investment in Apergy
|
—
|
|
|
1,662,052
|
|
||
Accumulated other comprehensive loss
|
(42,906
|
)
|
|
(26,416
|
)
|
||
Total stockholders’ equity
|
979,069
|
|
|
1,635,636
|
|
||
Noncontrolling interest
|
2,458
|
|
|
4,749
|
|
||
Total equity
|
981,527
|
|
|
1,640,385
|
|
||
Total liabilities and equity
|
$
|
1,971,756
|
|
|
$
|
1,906,615
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided (required) by operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
94,495
|
|
|
$
|
112,664
|
|
|
$
|
(10,900
|
)
|
Adjustments to reconcile net income (loss) to net cash provided (required) by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
72,569
|
|
|
59,161
|
|
|
56,125
|
|
|||
Amortization
|
51,892
|
|
|
53,701
|
|
|
55,987
|
|
|||
Stock-based compensation
|
5,375
|
|
|
2,236
|
|
|
2,293
|
|
|||
Gain on sale of fixed assets and business, net
|
(1,173
|
)
|
|
(934
|
)
|
|
(366
|
)
|
|||
Impairment of fixed assets
|
990
|
|
|
3,581
|
|
|
—
|
|
|||
Deferred income taxes
|
1,914
|
|
|
(73,268
|
)
|
|
(19,994
|
)
|
|||
Employee benefit plan expense
|
3,340
|
|
|
1,064
|
|
|
1,128
|
|
|||
Other
|
5,563
|
|
|
(5,188
|
)
|
|
(858
|
)
|
|||
Changes in operating assets and liabilities (net of effects of acquisitions and foreign exchange):
|
|
|
|
|
|
||||||
Receivables
|
(53,890
|
)
|
|
(61,573
|
)
|
|
26,898
|
|
|||
Inventories
|
(38,708
|
)
|
|
(14,015
|
)
|
|
32,912
|
|
|||
Prepaid expenses and other current assets
|
(5,422
|
)
|
|
(5,116
|
)
|
|
3,156
|
|
|||
Accounts payable
|
35,185
|
|
|
29,802
|
|
|
(9,874
|
)
|
|||
Accrued compensation and employee benefits
|
8,454
|
|
|
5,616
|
|
|
(2,122
|
)
|
|||
Accrued expenses and other current liabilities
|
14,004
|
|
|
(311
|
)
|
|
(1,387
|
)
|
|||
Leased assets and other
|
(30,688
|
)
|
|
(31,370
|
)
|
|
(7
|
)
|
|||
Net cash provided by operating activities
|
163,900
|
|
|
76,050
|
|
|
132,991
|
|
|||
|
|
|
|
|
|
||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(57,918
|
)
|
|
(36,654
|
)
|
|
(26,099
|
)
|
|||
Proceeds from sale of fixed assets
|
1,187
|
|
|
3,547
|
|
|
2,526
|
|
|||
Proceeds from sale of business
|
2,473
|
|
|
—
|
|
|
—
|
|
|||
Acquisition (net of cash and cash equivalents acquired)
|
—
|
|
|
(8,842
|
)
|
|
—
|
|
|||
Addition to intangible assets
|
—
|
|
|
—
|
|
|
(3,700
|
)
|
|||
Purchase price adjustments on acquisition
|
53
|
|
|
—
|
|
|
—
|
|
|||
Net cash required by investing activities
|
(54,205
|
)
|
|
(41,949
|
)
|
|
(27,273
|
)
|
|||
|
|
|
|
|
|
||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt, net of discounts
|
713,963
|
|
|
—
|
|
|
—
|
|
|||
Payment of debt issue costs
|
(16,006
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(45,000
|
)
|
|
(599
|
)
|
|
—
|
|
|||
Distributions to Dover Corporation, net
|
(736,557
|
)
|
|
(31,192
|
)
|
|
(84,254
|
)
|
|||
Distribution to noncontrolling interest
|
(2,720
|
)
|
|
(1,212
|
)
|
|
(1,727
|
)
|
|||
Payment of capital lease obligations
|
(4,518
|
)
|
|
(3,690
|
)
|
|
(4,037
|
)
|
|||
Net cash required by financing activities
|
(90,838
|
)
|
|
(36,693
|
)
|
|
(90,018
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(737
|
)
|
|
277
|
|
|
(90
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
18,120
|
|
|
(2,315
|
)
|
|
15,610
|
|
|||
Cash and cash equivalents at beginning of period
|
23,712
|
|
|
26,027
|
|
|
10,417
|
|
|||
Cash and cash equivalents at end of period
|
$
|
41,832
|
|
|
$
|
23,712
|
|
|
$
|
26,027
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in thousands)
|
Par
Value
|
|
Capital in
excess of
par value
|
|
Retained Earnings
|
|
Net Parent
Investment
in Apergy
|
|
Accum.
Other
Comp.
Loss
|
|
Non-
controlling
Interest
|
|
Total
|
||||||||||||||
December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,674,559
|
|
|
$
|
(34,694
|
)
|
|
$
|
5,128
|
|
|
$
|
1,644,993
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,751
|
)
|
|
—
|
|
|
1,851
|
|
|
(10,900
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,037
|
|
|
—
|
|
|
1,037
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,727
|
)
|
|
(1,727
|
)
|
|||||||
Net transfers to Dover
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,964
|
)
|
|
—
|
|
|
—
|
|
|
(81,964
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221
|
)
|
|
(221
|
)
|
|||||||
December 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
1,579,844
|
|
|
(33,657
|
)
|
|
5,031
|
|
|
1,551,218
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
111,734
|
|
|
—
|
|
|
930
|
|
|
112,664
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,241
|
|
|
—
|
|
|
7,241
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,212
|
)
|
|
(1,212
|
)
|
|||||||
Net transfers to Dover
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,526
|
)
|
|
—
|
|
|
—
|
|
|
(29,526
|
)
|
|||||||
December 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
1,662,052
|
|
|
(26,416
|
)
|
|
4,749
|
|
|
1,640,385
|
|
|||||||
Cumulative effect of accounting changes
(Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,315
|
|
|
(1,315
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
55,829
|
|
|
38,212
|
|
|
—
|
|
|
454
|
|
|
94,495
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,754
|
)
|
|
—
|
|
|
(12,754
|
)
|
|||||||
Net transfers to/from Dover
|
—
|
|
|
—
|
|
|
—
|
|
|
(740,269
|
)
|
|
(2,421
|
)
|
|
—
|
|
|
(742,690
|
)
|
|||||||
Reclassification of net parent investment
in Apergy
|
—
|
|
|
961,310
|
|
|
—
|
|
|
(961,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock
|
773
|
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
1
|
|
|
4,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,836
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,720
|
)
|
|
(2,720
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||||
December 31, 2018
|
$
|
774
|
|
|
$
|
965,372
|
|
|
$
|
55,829
|
|
|
$
|
—
|
|
|
$
|
(42,906
|
)
|
|
$
|
2,458
|
|
|
$
|
981,527
|
|
•
|
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2: Observable inputs other than quoted prices included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
•
|
Level 3: Unobservable inputs reflecting management’s own assumptions about the assumptions market participants would use in pricing the asset or liability.
|
•
|
We elected to omit disclosure of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
|
•
|
We applied the practical expedient to not capitalize costs to obtain contracts with a duration of one year or less, which are expensed and included within “cost of goods and services” in the consolidated statements of income (loss).
|
•
|
We elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when we transfer a promised good or service to a customer, and when the customer pays for that good or service, will be one year or less.
|
•
|
We elected to exclude all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) from the determination of the transaction price. As a result, our accounting policy of reporting revenue net of these taxes was not changed under the new standard.
|
•
|
We elected to account for shipping and handling activities performed after control of a good has been transferred to the customer as a contract fulfillment cost. As a result, our accounting policy related to shipping and handling was not changed under the new standard.
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to Apergy
|
$
|
94,041
|
|
|
$
|
111,734
|
|
|
$
|
(12,751
|
)
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding
|
77,342
|
|
|
77,340
|
|
|
77,340
|
|
|||
Dilutive effect of stock-based compensation
|
350
|
|
|
550
|
|
|
—
|
|
|||
Total shares and dilutive securities
|
77,692
|
|
|
77,890
|
|
|
77,340
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to Apergy
|
$
|
1.22
|
|
|
$
|
1.44
|
|
|
$
|
(0.16
|
)
|
Diluted earnings (loss) per share attributable to Apergy
|
$
|
1.21
|
|
|
$
|
1.43
|
|
|
$
|
(0.16
|
)
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Raw materials
|
$
|
52,057
|
|
|
$
|
45,408
|
|
Work in progress
|
11,416
|
|
|
10,879
|
|
||
Finished goods
|
180,624
|
|
|
167,227
|
|
||
|
244,097
|
|
|
223,514
|
|
||
LIFO and valuation adjustments
|
(25,778
|
)
|
|
(22,112
|
)
|
||
Inventories, net
|
$
|
218,319
|
|
|
$
|
201,402
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
13,607
|
|
|
$
|
13,557
|
|
Buildings and improvements
|
105,036
|
|
|
99,233
|
|
||
Machinery, equipment and other
|
518,029
|
|
|
447,991
|
|
||
|
636,672
|
|
|
560,781
|
|
||
Accumulated depreciation
|
(392,344
|
)
|
|
(347,219
|
)
|
||
Property, plant and equipment, net
|
$
|
244,328
|
|
|
$
|
213,562
|
|
(in thousands)
|
Production & Automation Technologies
|
|
Drilling Technologies
|
|
Total
|
||||||
December 31, 2016
|
$
|
801,443
|
|
|
$
|
101,136
|
|
|
$
|
902,579
|
|
Acquisitions
|
5,053
|
|
|
—
|
|
|
5,053
|
|
|||
Foreign currency translation
|
2,456
|
|
|
—
|
|
|
2,456
|
|
|||
December 31, 2017
|
808,952
|
|
|
101,136
|
|
|
910,088
|
|
|||
Purchase price adjustment
(1)
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||
Foreign currency translation
|
(5,050
|
)
|
|
—
|
|
|
(5,050
|
)
|
|||
December 31, 2018
|
$
|
803,849
|
|
|
$
|
101,136
|
|
|
$
|
904,985
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer intangibles
|
$
|
568,643
|
|
|
$
|
319,827
|
|
|
$
|
248,816
|
|
|
$
|
572,415
|
|
|
$
|
276,655
|
|
|
$
|
295,760
|
|
Trademarks
|
36,296
|
|
|
21,575
|
|
|
14,721
|
|
|
36,312
|
|
|
17,821
|
|
|
18,491
|
|
||||||
Patents
|
38,141
|
|
|
23,568
|
|
|
14,573
|
|
|
38,679
|
|
|
20,449
|
|
|
18,230
|
|
||||||
Unpatented technologies
|
9,700
|
|
|
9,700
|
|
|
—
|
|
|
9,700
|
|
|
9,700
|
|
|
—
|
|
||||||
Drawings and manuals
|
3,000
|
|
|
2,142
|
|
|
858
|
|
|
3,067
|
|
|
2,109
|
|
|
958
|
|
||||||
Other
|
5,268
|
|
|
4,148
|
|
|
1,120
|
|
|
5,382
|
|
|
3,911
|
|
|
1,471
|
|
||||||
|
661,048
|
|
|
380,960
|
|
|
280,088
|
|
|
665,555
|
|
|
330,645
|
|
|
334,910
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
3,600
|
|
|
—
|
|
|
3,600
|
|
|
3,600
|
|
|
—
|
|
|
3,600
|
|
||||||
Total
|
$
|
664,648
|
|
|
$
|
380,960
|
|
|
$
|
283,688
|
|
|
$
|
669,155
|
|
|
$
|
330,645
|
|
|
$
|
338,510
|
|
(in thousands)
|
Estimated Amortization
|
||
2019
|
$
|
51,073
|
|
2020
|
49,623
|
|
|
2021
|
48,795
|
|
|
2022
|
47,323
|
|
|
2023
|
33,452
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
3,070
|
|
|
$
|
4,666
|
|
|
$
|
4,421
|
|
Expenses for warranties
|
3,015
|
|
|
309
|
|
|
2,109
|
|
|||
Claims paid
|
(3,320
|
)
|
|
(1,896
|
)
|
|
(1,518
|
)
|
|||
Other adjustments, including foreign currency translation
|
(80
|
)
|
|
(9
|
)
|
|
(346
|
)
|
|||
Balance at end of year
|
$
|
2,685
|
|
|
$
|
3,070
|
|
|
$
|
4,666
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility
|
370,000
|
|
|
—
|
|
||
6.375% Senior Notes due 2026
|
300,000
|
|
|
—
|
|
||
Capital lease obligations
|
7,485
|
|
|
5,806
|
|
||
Total
|
677,485
|
|
|
5,806
|
|
||
Net unamortized discounts and issuance costs
|
(11,377
|
)
|
|
—
|
|
||
Total long-term debt
|
$
|
666,108
|
|
|
$
|
5,806
|
|
(in thousands)
|
Operating
|
|
Capital
|
||||
2019
|
$
|
14,781
|
|
|
$
|
4,447
|
|
2020
|
12,768
|
|
|
2,636
|
|
||
2021
|
11,240
|
|
|
987
|
|
||
2022
|
10,951
|
|
|
97
|
|
||
2023
|
10,268
|
|
|
22
|
|
||
Thereafter
|
8,734
|
|
|
25
|
|
||
Total
|
$
|
68,742
|
|
|
$
|
8,214
|
|
(in thousands)
|
Common Stock
|
|
December 31, 2017
|
—
|
|
Issuance of common stock at the Separation
|
77,340
|
|
Shares issued—share-based compensation
|
13
|
|
December 31, 2018
|
77,353
|
|
(in thousands)
|
Foreign Currency Translation
|
|
Defined Pension and Other Post-Retirement Benefits
|
|
Accumulated Other Comprehensive Loss
|
||||||
December 31, 2016
|
$
|
(26,321
|
)
|
|
$
|
(7,336
|
)
|
|
$
|
(33,657
|
)
|
Other comprehensive income before reclassifications, net of tax
|
4,385
|
|
|
2,598
|
|
|
6,983
|
|
|||
Reclassification adjustment for net losses included in net income, net of tax
|
—
|
|
|
258
|
|
|
258
|
|
|||
Other comprehensive income, net of tax
|
4,385
|
|
|
2,856
|
|
|
7,241
|
|
|||
December 31, 2017
|
(21,936
|
)
|
|
(4,480
|
)
|
|
(26,416
|
)
|
|||
Reclassification adjustment for cumulative effect of change in accounting principle
|
—
|
|
|
(1,315
|
)
|
|
(1,315
|
)
|
|||
Net transfer from Dover
|
—
|
|
|
(2,421
|
)
|
|
(2,421
|
)
|
|||
Other comprehensive income (loss) before reclassifications, net of tax
|
(14,210
|
)
|
|
856
|
|
|
(13,354
|
)
|
|||
Reclassification adjustment for net losses included in net income, net of tax
|
—
|
|
|
600
|
|
|
600
|
|
|||
Other comprehensive income (loss), net of tax
|
(14,210
|
)
|
|
1,456
|
|
|
(12,754
|
)
|
|||
December 31, 2018
|
$
|
(36,146
|
)
|
|
$
|
(6,760
|
)
|
|
$
|
(42,906
|
)
|
|
Years Ended December 31,
|
|
Affected line items on the consolidated statements of income (loss)
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
|||||||
Amortization of actuarial loss and net transition obligation
(1)
|
$
|
330
|
|
|
$
|
397
|
|
|
$
|
362
|
|
|
Other expense, net
|
Amortization of prior service cost
(1)
|
1
|
|
|
2
|
|
|
2
|
|
|
Other expense, net
|
|||
Settlement loss
(1)
|
479
|
|
|
—
|
|
|
—
|
|
|
Other expense, net
|
|||
|
810
|
|
|
399
|
|
|
364
|
|
|
Income (loss) before income taxes
|
|||
|
(210
|
)
|
|
(141
|
)
|
|
(129
|
)
|
|
Provision for (benefit from) income taxes
|
|||
|
$
|
600
|
|
|
$
|
258
|
|
|
$
|
235
|
|
|
Net income (loss)
|
(1)
|
These accumulated comprehensive loss components are included in the computation of net periodic benefit cost (See Note16—Employee Benefit Plans for additional information).
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
||||||
Drilling Technologies
|
$
|
285,565
|
|
|
$
|
227,653
|
|
|
$
|
113,320
|
|
Production & Automation Technologies:
|
|
|
|
|
|
||||||
Artificial lift
|
724,554
|
|
|
602,287
|
|
|
499,033
|
|
|||
Digital products
|
117,801
|
|
|
82,093
|
|
|
65,351
|
|
|||
Other production equipment
|
91,232
|
|
|
103,564
|
|
|
75,182
|
|
|||
Intra-segment eliminations
|
(2,506
|
)
|
|
(5,131
|
)
|
|
(1,549
|
)
|
|||
|
931,081
|
|
|
782,813
|
|
|
638,017
|
|
|||
Total revenue
|
$
|
1,216,646
|
|
|
$
|
1,010,466
|
|
|
$
|
751,337
|
|
(in thousands)
|
|
December 31, 2018
|
|
January 1, 2018
|
||||
Contract assets
|
|
$
|
4,571
|
|
|
$
|
4,733
|
|
Contract liabilities - current
|
|
5,863
|
|
|
3,912
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Production & Automation Technologies
|
$
|
5,632
|
|
|
$
|
6,921
|
|
|
$
|
12,757
|
|
Drilling Technologies
|
—
|
|
|
—
|
|
|
2,405
|
|
|||
Total
|
$
|
5,632
|
|
|
$
|
6,921
|
|
|
$
|
15,162
|
|
|
|||||||||||
Cost of goods and services
|
$
|
4,693
|
|
|
$
|
6,332
|
|
|
$
|
9,465
|
|
Selling, general and administrative expense
|
939
|
|
|
589
|
|
|
5,697
|
|
|||
Total
|
$
|
5,632
|
|
|
$
|
6,921
|
|
|
$
|
15,162
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
106,172
|
|
|
$
|
68,356
|
|
|
$
|
(26,035
|
)
|
Foreign
|
17,119
|
|
|
22,432
|
|
|
7,092
|
|
|||
Income (loss) before income tax
|
$
|
123,291
|
|
|
$
|
90,788
|
|
|
$
|
(18,943
|
)
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
21,386
|
|
|
$
|
42,693
|
|
|
$
|
8,872
|
|
State and local
|
1,559
|
|
|
4,257
|
|
|
1,995
|
|
|||
Foreign
|
7,139
|
|
|
6,176
|
|
|
971
|
|
|||
Total current
|
30,084
|
|
|
53,126
|
|
|
11,838
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(2,255
|
)
|
|
(73,544
|
)
|
|
(19,161
|
)
|
|||
State and local
|
3,466
|
|
|
(1,361
|
)
|
|
(771
|
)
|
|||
Foreign
|
(2,499
|
)
|
|
(97
|
)
|
|
51
|
|
|||
Total deferred
|
(1,288
|
)
|
|
(75,002
|
)
|
|
(19,881
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
28,796
|
|
|
$
|
(21,876
|
)
|
|
$
|
(8,043
|
)
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Statutory U.S. federal income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Net difference resulting from:
|
|
|
|
|
|
|||
State and local taxes, net of federal income tax benefit
|
3.3
|
|
|
2.1
|
|
|
(3.9
|
)
|
Foreign derived intangible income
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
Foreign operations tax effect
|
0.8
|
|
|
(2.8
|
)
|
|
7.8
|
|
Research and experimentation tax credits
|
(0.6
|
)
|
|
(0.7
|
)
|
|
2.3
|
|
Domestic manufacturing deduction
|
—
|
|
|
(4.4
|
)
|
|
6.2
|
|
Nondeductible expenses
|
0.7
|
|
|
0.7
|
|
|
(3.3
|
)
|
ESOP dividends
|
(0.1
|
)
|
|
(0.2
|
)
|
|
2.9
|
|
Branch income
|
—
|
|
|
1.1
|
|
|
(2.9
|
)
|
Changes due to the Tax Reform Act
|
—
|
|
|
(54.3
|
)
|
|
—
|
|
Other
|
0.2
|
|
|
(0.6
|
)
|
|
(1.6
|
)
|
Effective income tax rate
|
23.4
|
%
|
|
(24.1
|
)%
|
|
42.5
|
%
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred tax assets attributable to:
|
|
|
|
||||
Accrued compensation
|
$
|
7,535
|
|
|
$
|
4,568
|
|
Accrued expenses, principally for state income taxes, interest and warranty
|
1,156
|
|
|
846
|
|
||
Net operating loss and other carryforwards
|
766
|
|
|
1,280
|
|
||
Accounts receivable, principally due to allowance for doubtful accounts
|
973
|
|
|
827
|
|
||
Long-term liabilities, principally warranty and exit cost
|
505
|
|
|
678
|
|
||
Other assets
|
374
|
|
|
132
|
|
||
Deferred tax assets
|
11,309
|
|
|
8,331
|
|
||
Valuation allowance
|
(722
|
)
|
|
(1,280
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
10,587
|
|
|
$
|
7,051
|
|
Deferred tax liabilities attributable to:
|
|
|
|
||||
Inventories
|
$
|
(2,061
|
)
|
|
$
|
(3,687
|
)
|
Intangible assets, including goodwill
|
(83,436
|
)
|
|
(83,669
|
)
|
||
Property, plant and equipment
|
(25,520
|
)
|
|
(16,134
|
)
|
||
Deferred tax liabilities
|
(111,017
|
)
|
|
(103,490
|
)
|
||
Net deferred tax liabilities
|
$
|
(100,430
|
)
|
|
$
|
(96,439
|
)
|
|
|
|
|
||||
Other non-current assets
|
$
|
1,294
|
|
|
$
|
546
|
|
Deferred income taxes
|
(101,724
|
)
|
|
(96,985
|
)
|
||
|
$
|
(100,430
|
)
|
|
$
|
(96,439
|
)
|
|
Pensions
|
|
Other post-retirement benefits
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation at January 1
|
$
|
3,881
|
|
|
$
|
3,512
|
|
|
$
|
14,197
|
|
|
$
|
18,600
|
|
Service cost
|
598
|
|
|
106
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
455
|
|
|
137
|
|
|
448
|
|
|
621
|
|
||||
Benefits paid
|
(370
|
)
|
|
(99
|
)
|
|
(1,022
|
)
|
|
(1,710
|
)
|
||||
Actuarial gain
|
(530
|
)
|
|
(22
|
)
|
|
(562
|
)
|
|
(3,314
|
)
|
||||
Liabilities assumed from the Separation
|
14,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements and curtailments
|
(1,763
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation and other
|
(671
|
)
|
|
247
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation at December 31
|
15,948
|
|
|
3,881
|
|
|
13,061
|
|
|
14,197
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1
|
3,993
|
|
|
3,391
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
(76
|
)
|
|
290
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
4,740
|
|
|
166
|
|
|
1,022
|
|
|
1,710
|
|
||||
Benefits paid
|
(370
|
)
|
|
(99
|
)
|
|
(1,022
|
)
|
|
(1,710
|
)
|
||||
Assets assumed from the Separation
|
9,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements and curtailments
|
(1,763
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation and other
|
(621
|
)
|
|
245
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
15,130
|
|
|
3,993
|
|
|
—
|
|
|
—
|
|
||||
Funded (unfunded) status at December 31
|
$
|
(818
|
)
|
|
$
|
112
|
|
|
$
|
(13,061
|
)
|
|
$
|
(14,197
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other non-current assets
|
$
|
146
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and employee benefits
|
—
|
|
|
—
|
|
|
(1,598
|
)
|
|
(1,547
|
)
|
||||
Other long-term liabilities
|
(964
|
)
|
|
—
|
|
|
(11,463
|
)
|
|
(12,650
|
)
|
||||
Funded (unfunded) status
|
$
|
(818
|
)
|
|
$
|
112
|
|
|
$
|
(13,061
|
)
|
|
$
|
(14,197
|
)
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
14,076
|
|
|
$
|
3,881
|
|
|
$
|
13,061
|
|
|
$
|
14,197
|
|
|
Pensions
|
|
Other post-retirement
benefits
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Pre-tax amounts recognized in accumulated other comprehensive loss (income):
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial loss
|
$
|
3,586
|
|
|
$
|
1,449
|
|
|
$
|
5,685
|
|
|
$
|
6,078
|
|
Unrecognized prior service cost
|
25
|
|
|
40
|
|
|
—
|
|
|
—
|
|
||||
Unrecognized net transition asset
|
(8
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
||||
Accumulated other comprehensive loss
|
$
|
3,603
|
|
|
$
|
1,469
|
|
|
$
|
5,685
|
|
|
$
|
6,078
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Aggregate accumulated benefit obligation
|
$
|
16,783
|
|
|
$
|
—
|
|
Aggregate fair value of plan assets
|
3,672
|
|
|
—
|
|
|
Pensions
|
|
Other post-retirement benefits
|
||||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
598
|
|
|
$
|
106
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
455
|
|
|
137
|
|
|
129
|
|
|
448
|
|
|
621
|
|
|
719
|
|
||||||
Expected return on plan assets
|
(593
|
)
|
|
(198
|
)
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
127
|
|
|
68
|
|
|
58
|
|
|
202
|
|
|
330
|
|
|
305
|
|
||||||
Amortization of transition obligation
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
1,068
|
|
|
$
|
114
|
|
|
$
|
104
|
|
|
$
|
650
|
|
|
$
|
950
|
|
|
$
|
1,024
|
|
(in thousands)
|
Pensions
|
|
Other post-retirement benefits
|
||||
Net actuarial loss
|
$
|
158
|
|
|
$
|
200
|
|
Prior service cost
|
1
|
|
|
—
|
|
||
Transition obligation
|
3
|
|
|
—
|
|
|
Pensions
|
|
Other post-retirement benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
3.90
|
%
|
|
3.50
|
%
|
|
4.10
|
%
|
|
3.35
|
%
|
|
Pensions
|
||||||||||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Mutual funds
|
$
|
4,775
|
|
|
$
|
6,683
|
|
|
$
|
—
|
|
|
$
|
11,458
|
|
|
$
|
2,399
|
|
|
$
|
1,594
|
|
|
$
|
—
|
|
|
$
|
3,993
|
|
Cash and cash equivalents
|
3,672
|
|
|
—
|
|
|
—
|
|
|
3,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
8,447
|
|
|
$
|
6,683
|
|
|
$
|
—
|
|
|
$
|
15,130
|
|
|
$
|
2,399
|
|
|
$
|
1,594
|
|
|
$
|
—
|
|
|
$
|
3,993
|
|
(in thousands)
|
Pensions
|
|
Other Post-retirement benefits
|
||||
2019
|
$
|
507
|
|
|
$
|
1,598
|
|
2020
|
555
|
|
|
1,488
|
|
||
2021
|
757
|
|
|
1,333
|
|
||
2022
|
1,050
|
|
|
1,222
|
|
||
2023
|
586
|
|
|
1,123
|
|
||
2024-2028
|
3,889
|
|
|
3,997
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation expense
|
$
|
5,375
|
|
|
$
|
2,236
|
|
|
$
|
2,293
|
|
Tax benefit
|
(1,141
|
)
|
|
(774
|
)
|
|
(787
|
)
|
|||
Stock-based compensation expense, net of tax
|
$
|
4,234
|
|
|
$
|
1,462
|
|
|
$
|
1,506
|
|
|
2017
|
|
2016
|
||||
Risk-free interest rate
|
1.80
|
%
|
|
1.05
|
%
|
||
Dividend yield
|
2.27
|
%
|
|
3.09
|
%
|
||
Expected life (years)
|
4.6
|
|
|
4.6
|
|
||
Volatility
|
21.90
|
%
|
|
26.17
|
%
|
||
Grant price
|
$
|
79.28
|
|
|
$
|
57.25
|
|
Fair value at date of grant
|
$
|
12.63
|
|
|
$
|
9.25
|
|
|
SARs
|
|||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding at January 1, 2018
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Converted
|
488,039
|
|
|
29.43
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited / expired
|
(6,287
|
)
|
|
28.62
|
|
|
|
|
|
|||
Exercised
|
(3,802
|
)
|
|
31.55
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
477,950
|
|
|
29.43
|
|
|
7.1
|
|
$
|
529
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2018
|
95,142
|
|
|
$
|
31.15
|
|
|
5.2
|
|
$
|
24
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
SARs:
|
|
|
|
|
|
||||||
Fair value of SARs that became exercisable
|
$
|
310
|
|
|
$
|
1,239
|
|
|
$
|
1,564
|
|
Aggregate intrinsic value of SARs exercised
|
40
|
|
|
2,787
|
|
|
799
|
|
Performance shares:
|
2017
|
|
2016
|
||||
Fair value per share at date of grant
|
$
|
79.28
|
|
|
$
|
57.25
|
|
Average attainment rate reflected in expense
|
0.0
|
%
|
|
0.0
|
%
|
Performance shares:
|
2018
|
||
Fair value per share at date of grant
|
$
|
56.32
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Unvested at January 1, 2018
|
—
|
|
|
$
|
—
|
|
Converted
|
61,717
|
|
|
30.26
|
|
|
Granted
|
368,848
|
|
|
43.63
|
|
|
Forfeited
|
(3,065
|
)
|
|
37.45
|
|
|
Vested
|
(12,660
|
)
|
|
36.93
|
|
|
Unvested at December 31, 2018
|
414,840
|
|
|
$
|
41.91
|
|
•
|
Production & Automation Technologies—designs, manufactures, markets and services a full range of artificial lift equipment, end-to-end digital automation solutions, as well as other production equipment. Production & Automation Technologies’ products are sold under a collection of brands including Harbison-Fischer, Norris, Alberta Oil Tool, Oil Lift Technology, PCS Ferguson, Pro-Rod, Upco, Unbridled ESP, Norriseal-Wellmark, Quartzdyne, Spirit, Theta, Timberline and Windrock.
|
•
|
Drilling Technologies—designs, manufactures and markets polycrystalline diamond cutters and bearings for use in oil and gas drill bits under the US Synthetic brand.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Segment revenue:
|
|
|
|
|
|
||||||
Production & Automation Technologies
|
$
|
931,081
|
|
|
$
|
782,813
|
|
|
$
|
638,017
|
|
Drilling Technologies
|
285,565
|
|
|
227,653
|
|
|
113,320
|
|
|||
Total revenue
|
$
|
1,216,646
|
|
|
$
|
1,010,466
|
|
|
$
|
751,337
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Segment operating profit (loss):
|
|
|
|
|
|
||||||
Production & Automation Technologies
|
$
|
75,918
|
|
|
$
|
26,890
|
|
|
$
|
(21,744
|
)
|
Drilling Technologies
|
98,620
|
|
|
74,317
|
|
|
8,397
|
|
|||
Total segment operating profit (loss)
|
174,538
|
|
|
101,207
|
|
|
(13,347
|
)
|
|||
Corporate expense and other
(1)
|
23,807
|
|
|
9,666
|
|
|
5,119
|
|
|||
Interest expense, net
|
27,440
|
|
|
753
|
|
|
477
|
|
|||
Income (loss) before income taxes
|
$
|
123,291
|
|
|
$
|
90,788
|
|
|
$
|
(18,943
|
)
|
(1)
|
Corporate expense and other includes costs not directly attributable or allocated to our reporting segments such as corporate executive management and other administrative functions, costs related to our Separation from Dover and the results attributable to our noncontrolling interest.
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Production & Automation Technologies
|
$
|
1,699,820
|
|
|
$
|
1,685,622
|
|
Drilling Technologies
|
230,977
|
|
|
220,993
|
|
||
Corporate
|
40,959
|
|
|
—
|
|
||
Total assets
|
$
|
1,971,756
|
|
|
$
|
1,906,615
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
233,809
|
|
|
$
|
199,909
|
|
Middle East
|
3,616
|
|
|
5,189
|
|
||
Canada
|
6,299
|
|
|
7,587
|
|
||
Australia
|
254
|
|
|
336
|
|
||
Latin & South America
|
350
|
|
|
541
|
|
||
Total long-lived assets
|
$
|
244,328
|
|
|
$
|
213,562
|
|
|
Capital Expenditures
Years Ended December 31,
|
|
Depreciation & Amortization
Years Ended December 31,
|
||||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Production & Automation Technologies
|
$
|
45,190
|
|
|
$
|
28,483
|
|
|
$
|
21,961
|
|
|
$
|
112,955
|
|
|
$
|
100,912
|
|
|
$
|
99,664
|
|
Drilling Technologies
|
11,123
|
|
|
8,171
|
|
|
4,138
|
|
|
11,037
|
|
|
11,950
|
|
|
12,448
|
|
||||||
Corporate
|
1,605
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
57,918
|
|
|
$
|
36,654
|
|
|
$
|
26,099
|
|
|
$
|
124,461
|
|
|
$
|
112,862
|
|
|
$
|
112,112
|
|
•
|
Apergy Corporation (issuer)
|
•
|
100-percent-owned guarantor subsidiaries
|
•
|
All other non-guarantor subsidiaries
|
•
|
Adjustments and eliminations necessary to present Apergy results on a consolidated basis.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Product revenue
|
$
|
—
|
|
|
$
|
961,082
|
|
|
$
|
124,389
|
|
|
$
|
—
|
|
|
$
|
1,085,471
|
|
Service revenue
|
—
|
|
|
56,996
|
|
|
26,159
|
|
|
—
|
|
|
83,155
|
|
|||||
Lease, related party and other revenue
|
—
|
|
|
71,977
|
|
|
19,725
|
|
|
(43,682
|
)
|
|
48,020
|
|
|||||
Total revenue
|
—
|
|
|
1,090,055
|
|
|
170,273
|
|
|
(43,682
|
)
|
|
1,216,646
|
|
|||||
Cost of goods and services
|
—
|
|
|
696,044
|
|
|
147,280
|
|
|
(42,977
|
)
|
|
800,347
|
|
|||||
Gross profit
|
—
|
|
|
394,011
|
|
|
22,993
|
|
|
(705
|
)
|
|
416,299
|
|
|||||
Selling, general and administrative expense
|
1,614
|
|
|
239,360
|
|
|
21,651
|
|
|
—
|
|
|
262,625
|
|
|||||
Interest expense, net
|
26,973
|
|
|
425
|
|
|
42
|
|
|
—
|
|
|
27,440
|
|
|||||
Other expense, net
|
—
|
|
|
1,322
|
|
|
1,620
|
|
|
1
|
|
|
2,943
|
|
|||||
Income (loss) before income taxes and equity in earnings of affiliates
|
(28,587
|
)
|
|
152,904
|
|
|
(320
|
)
|
|
(706
|
)
|
|
123,291
|
|
|||||
Provision for (benefit from) income taxes
|
(8,727
|
)
|
|
37,193
|
|
|
478
|
|
|
(148
|
)
|
|
28,796
|
|
|||||
Income (loss) before equity in earnings of affiliates
|
(19,860
|
)
|
|
115,711
|
|
|
(798
|
)
|
|
(558
|
)
|
|
94,495
|
|
|||||
Equity in earnings of affiliates
|
113,901
|
|
|
27,121
|
|
|
46,802
|
|
|
(187,824
|
)
|
|
—
|
|
|||||
Net income
|
94,041
|
|
|
142,832
|
|
|
46,004
|
|
|
(188,382
|
)
|
|
94,495
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
Net income attributable to Apergy
|
$
|
94,041
|
|
|
$
|
142,832
|
|
|
$
|
45,550
|
|
|
$
|
(188,382
|
)
|
|
$
|
94,041
|
|
Comprehensive income attributable to Apergy
|
$
|
81,287
|
|
|
$
|
141,528
|
|
|
$
|
34,098
|
|
|
$
|
(175,626
|
)
|
|
$
|
81,287
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Product revenue
|
$
|
—
|
|
|
$
|
797,504
|
|
|
$
|
122,165
|
|
|
$
|
—
|
|
|
$
|
919,669
|
|
Service revenue
|
—
|
|
|
35,205
|
|
|
28,181
|
|
|
—
|
|
|
63,386
|
|
|||||
Lease, related party and other revenue
|
—
|
|
|
49,353
|
|
|
14,161
|
|
|
(36,103
|
)
|
|
27,411
|
|
|||||
Total revenue
|
—
|
|
|
882,062
|
|
|
164,507
|
|
|
(36,103
|
)
|
|
1,010,466
|
|
|||||
Cost of goods and services
|
—
|
|
|
585,385
|
|
|
140,516
|
|
|
(35,911
|
)
|
|
689,990
|
|
|||||
Gross profit
|
—
|
|
|
296,677
|
|
|
23,991
|
|
|
(192
|
)
|
|
320,476
|
|
|||||
Selling, general and administrative expense
|
—
|
|
|
199,882
|
|
|
18,676
|
|
|
—
|
|
|
218,558
|
|
|||||
Interest expense, net
|
—
|
|
|
724
|
|
|
29
|
|
|
—
|
|
|
753
|
|
|||||
Other expense, net
|
—
|
|
|
10,169
|
|
|
208
|
|
|
—
|
|
|
10,377
|
|
|||||
Income before income taxes and equity in earnings of affiliates
|
—
|
|
|
85,902
|
|
|
5,078
|
|
|
(192
|
)
|
|
90,788
|
|
|||||
Benefit from income taxes
|
—
|
|
|
(10,272
|
)
|
|
(11,537
|
)
|
|
(67
|
)
|
|
(21,876
|
)
|
|||||
Income before equity in earnings of affiliates
|
—
|
|
|
96,174
|
|
|
16,615
|
|
|
(125
|
)
|
|
112,664
|
|
|||||
Equity in earnings of affiliates
|
111,734
|
|
|
23,426
|
|
|
12,334
|
|
|
(147,494
|
)
|
|
—
|
|
|||||
Net income
|
111,734
|
|
|
119,600
|
|
|
28,949
|
|
|
(147,619
|
)
|
|
112,664
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
930
|
|
|
—
|
|
|
930
|
|
|||||
Net income attributable to Apergy
|
$
|
111,734
|
|
|
$
|
119,600
|
|
|
$
|
28,019
|
|
|
$
|
(147,619
|
)
|
|
$
|
111,734
|
|
Comprehensive income attributable to Apergy
|
$
|
118,975
|
|
|
$
|
122,480
|
|
|
$
|
32,381
|
|
|
$
|
(154,861
|
)
|
|
$
|
118,975
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Product revenue
|
$
|
—
|
|
|
$
|
577,351
|
|
|
$
|
96,096
|
|
|
$
|
—
|
|
|
$
|
673,447
|
|
Service revenue
|
—
|
|
|
24,215
|
|
|
26,601
|
|
|
—
|
|
|
50,816
|
|
|||||
Lease, related party and other revenue
|
—
|
|
|
42,826
|
|
|
19,917
|
|
|
(35,669
|
)
|
|
27,074
|
|
|||||
Total revenue
|
—
|
|
|
644,392
|
|
|
142,614
|
|
|
(35,669
|
)
|
|
751,337
|
|
|||||
Cost of goods and services
|
—
|
|
|
459,522
|
|
|
132,350
|
|
|
(35,806
|
)
|
|
556,066
|
|
|||||
Gross profit
|
—
|
|
|
184,870
|
|
|
10,264
|
|
|
137
|
|
|
195,271
|
|
|||||
Selling, general and administrative expense
|
—
|
|
|
182,866
|
|
|
21,517
|
|
|
—
|
|
|
204,383
|
|
|||||
Interest expense, net
|
—
|
|
|
465
|
|
|
12
|
|
|
—
|
|
|
477
|
|
|||||
Other expense, net
|
—
|
|
|
9,163
|
|
|
191
|
|
|
—
|
|
|
9,354
|
|
|||||
Loss before income taxes and equity in loss of affiliates
|
—
|
|
|
(7,624
|
)
|
|
(11,456
|
)
|
|
137
|
|
|
(18,943
|
)
|
|||||
Benefit from income taxes
|
—
|
|
|
(2,750
|
)
|
|
(5,341
|
)
|
|
48
|
|
|
(8,043
|
)
|
|||||
Loss before equity in loss of affiliates
|
—
|
|
|
(4,874
|
)
|
|
(6,115
|
)
|
|
89
|
|
|
(10,900
|
)
|
|||||
Equity in loss of affiliates
|
(12,751
|
)
|
|
(23,669
|
)
|
|
(8,273
|
)
|
|
44,693
|
|
|
—
|
|
|||||
Net loss
|
(12,751
|
)
|
|
(28,543
|
)
|
|
(14,388
|
)
|
|
44,782
|
|
|
(10,900
|
)
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,851
|
|
|
—
|
|
|
1,851
|
|
|||||
Net loss attributable to Apergy
|
$
|
(12,751
|
)
|
|
$
|
(28,543
|
)
|
|
$
|
(16,239
|
)
|
|
$
|
44,782
|
|
|
$
|
(12,751
|
)
|
Comprehensive loss attributable to Apergy
|
$
|
(11,714
|
)
|
|
$
|
(28,538
|
)
|
|
$
|
(15,205
|
)
|
|
$
|
43,743
|
|
|
$
|
(11,714
|
)
|
|
December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
108
|
|
|
$
|
27,533
|
|
|
$
|
14,191
|
|
|
$
|
—
|
|
|
$
|
41,832
|
|
Receivables
|
1,743
|
|
|
230,230
|
|
|
35,019
|
|
|
(17,044
|
)
|
|
249,948
|
|
|||||
Inventories, net
|
—
|
|
|
189,015
|
|
|
30,936
|
|
|
(1,632
|
)
|
|
218,319
|
|
|||||
Prepaid expenses and other current assets
|
24,583
|
|
|
17,064
|
|
|
3,106
|
|
|
(24,542
|
)
|
|
20,211
|
|
|||||
Total current assets
|
26,434
|
|
|
463,842
|
|
|
83,252
|
|
|
(43,218
|
)
|
|
530,310
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
231,373
|
|
|
12,955
|
|
|
—
|
|
|
244,328
|
|
|||||
Goodwill
|
—
|
|
|
633,771
|
|
|
271,214
|
|
|
—
|
|
|
904,985
|
|
|||||
Advances due from affiliates
|
600,802
|
|
|
14,185
|
|
|
82,889
|
|
|
(697,876
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,013,869
|
|
|
687,691
|
|
|
545,298
|
|
|
(2,246,858
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
198,531
|
|
|
85,157
|
|
|
—
|
|
|
283,688
|
|
|||||
Other assets
|
3,996
|
|
|
2,371
|
|
|
2,078
|
|
|
—
|
|
|
8,445
|
|
|||||
Total assets
|
1,645,101
|
|
|
2,231,764
|
|
|
1,082,843
|
|
|
(2,987,952
|
)
|
|
1,971,756
|
|
|||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
22
|
|
|
114,745
|
|
|
33,335
|
|
|
(17,044
|
)
|
|
131,058
|
|
|||||
Accrued compensation and employee benefits
|
—
|
|
|
35,278
|
|
|
5,268
|
|
|
—
|
|
|
40,546
|
|
|||||
Accrued expenses and other current liabilities
|
4,929
|
|
|
46,722
|
|
|
4,914
|
|
|
(26,174
|
)
|
|
30,391
|
|
|||||
Total current liabilities
|
4,951
|
|
|
196,745
|
|
|
43,517
|
|
|
(43,218
|
)
|
|
201,995
|
|
|||||
Advances due to affiliates
|
—
|
|
|
683,700
|
|
|
14,176
|
|
|
(697,876
|
)
|
|
—
|
|
|||||
Long-term debt
|
658,623
|
|
|
7,363
|
|
|
122
|
|
|
—
|
|
|
666,108
|
|
|||||
Deferred income taxes
|
—
|
|
|
81,296
|
|
|
20,428
|
|
|
—
|
|
|
101,724
|
|
|||||
Other long-term liabilities
|
—
|
|
|
19,441
|
|
|
961
|
|
|
—
|
|
|
20,402
|
|
|||||
Total liabilities
|
663,574
|
|
|
988,545
|
|
|
79,204
|
|
|
(741,094
|
)
|
|
990,229
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders’ capital
|
981,527
|
|
|
1,250,573
|
|
|
1,036,733
|
|
|
(2,246,858
|
)
|
|
1,021,975
|
|
|||||
Accumulated other comprehensive loss
|
—
|
|
|
(7,354
|
)
|
|
(35,552
|
)
|
|
—
|
|
|
(42,906
|
)
|
|||||
Total stockholders’ equity
|
981,527
|
|
|
1,243,219
|
|
|
1,001,181
|
|
|
(2,246,858
|
)
|
|
979,069
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
2,458
|
|
|
—
|
|
|
2,458
|
|
|||||
Total equity
|
981,527
|
|
|
1,243,219
|
|
|
1,003,639
|
|
|
(2,246,858
|
)
|
|
981,527
|
|
|||||
Total liabilities and equity
|
$
|
1,645,101
|
|
|
$
|
2,231,764
|
|
|
$
|
1,082,843
|
|
|
$
|
(2,987,952
|
)
|
|
$
|
1,971,756
|
|
|
December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
5,763
|
|
|
$
|
17,949
|
|
|
$
|
—
|
|
|
$
|
23,712
|
|
Receivables
|
—
|
|
|
170,788
|
|
|
34,335
|
|
|
(3,674
|
)
|
|
201,449
|
|
|||||
Inventories, net
|
—
|
|
|
174,842
|
|
|
27,488
|
|
|
(928
|
)
|
|
201,402
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
12,864
|
|
|
2,048
|
|
|
—
|
|
|
14,912
|
|
|||||
Total current assets
|
—
|
|
|
364,257
|
|
|
81,820
|
|
|
(4,602
|
)
|
|
441,475
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
197,309
|
|
|
16,253
|
|
|
—
|
|
|
213,562
|
|
|||||
Goodwill
|
—
|
|
|
633,734
|
|
|
276,354
|
|
|
—
|
|
|
910,088
|
|
|||||
Advances due from affiliates
|
—
|
|
|
10,299
|
|
|
60,109
|
|
|
(70,408
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,640,385
|
|
|
801,915
|
|
|
388,994
|
|
|
(2,831,294
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
234,795
|
|
|
103,715
|
|
|
—
|
|
|
338,510
|
|
|||||
Other assets
|
—
|
|
|
2,129
|
|
|
851
|
|
|
—
|
|
|
2,980
|
|
|||||
Total assets
|
1,640,385
|
|
|
2,244,438
|
|
|
928,096
|
|
|
(2,906,304
|
)
|
|
1,906,615
|
|
|||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
83,866
|
|
|
18,634
|
|
|
(3,674
|
)
|
|
98,826
|
|
|||||
Accrued compensation and employee benefits
|
—
|
|
|
24,875
|
|
|
5,414
|
|
|
—
|
|
|
30,289
|
|
|||||
Accrued expenses and other current liabilities
|
—
|
|
|
13,711
|
|
|
7,989
|
|
|
(325
|
)
|
|
21,375
|
|
|||||
Total current liabilities
|
—
|
|
|
122,452
|
|
|
32,037
|
|
|
(3,999
|
)
|
|
150,490
|
|
|||||
Long-term debt
|
—
|
|
|
5,772
|
|
|
34
|
|
|
—
|
|
|
5,806
|
|
|||||
Deferred income taxes
|
—
|
|
|
75,075
|
|
|
21,910
|
|
|
—
|
|
|
96,985
|
|
|||||
Other long-term liabilities
|
—
|
|
|
73,057
|
|
|
10,300
|
|
|
(70,408
|
)
|
|
12,949
|
|
|||||
Total liabilities
|
—
|
|
|
276,356
|
|
|
64,281
|
|
|
(74,407
|
)
|
|
266,230
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders’ capital
|
1,640,385
|
|
|
1,972,819
|
|
|
880,745
|
|
|
(2,831,897
|
)
|
|
1,662,052
|
|
|||||
Accumulated other comprehensive loss
|
—
|
|
|
(4,737
|
)
|
|
(21,679
|
)
|
|
—
|
|
|
(26,416
|
)
|
|||||
Total stockholders’ equity
|
1,640,385
|
|
|
1,968,082
|
|
|
859,066
|
|
|
(2,831,897
|
)
|
|
1,635,636
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
4,749
|
|
|
—
|
|
|
4,749
|
|
|||||
Total equity
|
1,640,385
|
|
|
1,968,082
|
|
|
863,815
|
|
|
(2,831,897
|
)
|
|
1,640,385
|
|
|||||
Total liabilities and equity
|
$
|
1,640,385
|
|
|
$
|
2,244,438
|
|
|
$
|
928,096
|
|
|
$
|
(2,906,304
|
)
|
|
$
|
1,906,615
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Cash provided (required) by operating activities
|
$
|
(51,728
|
)
|
|
$
|
200,907
|
|
|
$
|
15,720
|
|
|
$
|
(999
|
)
|
|
$
|
163,900
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
—
|
|
|
(55,070
|
)
|
|
(2,848
|
)
|
|
—
|
|
|
(57,918
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
1,127
|
|
|
60
|
|
|
—
|
|
|
1,187
|
|
|||||
Proceeds from sale of business
|
—
|
|
|
2,473
|
|
|
—
|
|
|
—
|
|
|
2,473
|
|
|||||
Purchase price adjustments on acquisition
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Net cash required by investing activities
|
—
|
|
|
(51,470
|
)
|
|
(2,735
|
)
|
|
—
|
|
|
(54,205
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt, net of discounts
|
713,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
713,963
|
|
|||||
Payment of debt issue costs
|
(16,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,006
|
)
|
|||||
Repayment of long-term debt
|
(45,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|||||
Advances due to (from) affiliates
|
(600,802
|
)
|
|
621,109
|
|
|
(20,307
|
)
|
|
—
|
|
|
—
|
|
|||||
Distributions to Dover Corporation, net
|
(319
|
)
|
|
(744,258
|
)
|
|
7,021
|
|
|
999
|
|
|
(736,557
|
)
|
|||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,720
|
)
|
|
—
|
|
|
(2,720
|
)
|
|||||
Payments on capital lease obligations
|
—
|
|
|
(4,518
|
)
|
|
—
|
|
|
—
|
|
|
(4,518
|
)
|
|||||
Net cash provided (required) by financing activities
|
51,836
|
|
|
(127,667
|
)
|
|
(16,006
|
)
|
|
999
|
|
|
(90,838
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(737
|
)
|
|
—
|
|
|
(737
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (increase) decrease in cash and cash equivalents
|
108
|
|
|
21,770
|
|
|
(3,758
|
)
|
|
—
|
|
|
18,120
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
5,763
|
|
|
17,949
|
|
|
—
|
|
|
23,712
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
108
|
|
|
$
|
27,533
|
|
|
$
|
14,191
|
|
|
$
|
—
|
|
|
$
|
41,832
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Cash provided by operating activities
|
$
|
—
|
|
|
$
|
64,422
|
|
|
$
|
11,561
|
|
|
$
|
67
|
|
|
$
|
76,050
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
—
|
|
|
(35,008
|
)
|
|
(1,646
|
)
|
|
—
|
|
|
(36,654
|
)
|
|||||
Acquisitions, net of cash and cash equivalents acquired
|
—
|
|
|
—
|
|
|
(8,842
|
)
|
|
—
|
|
|
(8,842
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
3,433
|
|
|
114
|
|
|
—
|
|
|
3,547
|
|
|||||
Net cash required by investing activities
|
—
|
|
|
(31,575
|
)
|
|
(10,374
|
)
|
|
—
|
|
|
(41,949
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in borrowings, net
|
—
|
|
|
—
|
|
|
(599
|
)
|
|
—
|
|
|
(599
|
)
|
|||||
Distributions to Dover Corporation, net
|
—
|
|
|
(27,124
|
)
|
|
(4,001
|
)
|
|
(67
|
)
|
|
(31,192
|
)
|
|||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,212
|
)
|
|
—
|
|
|
(1,212
|
)
|
|||||
Payments on capital lease obligations
|
—
|
|
|
(3,690
|
)
|
|
—
|
|
|
—
|
|
|
(3,690
|
)
|
|||||
Net cash required by financing activities
|
—
|
|
|
(30,814
|
)
|
|
(5,812
|
)
|
|
(67
|
)
|
|
(36,693
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
277
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (increase) decrease in cash and cash equivalents
|
—
|
|
|
2,033
|
|
|
(4,348
|
)
|
|
—
|
|
|
(2,315
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
3,730
|
|
|
22,297
|
|
|
—
|
|
|
26,027
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
5,763
|
|
|
$
|
17,949
|
|
|
$
|
—
|
|
|
$
|
23,712
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Cash provided by operating activities
|
$
|
—
|
|
|
$
|
107,060
|
|
|
$
|
25,979
|
|
|
$
|
(48
|
)
|
|
$
|
132,991
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
—
|
|
|
(22,325
|
)
|
|
(3,774
|
)
|
|
—
|
|
|
(26,099
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
2,245
|
|
|
281
|
|
|
—
|
|
|
2,526
|
|
|||||
Additions to intangible assets
|
—
|
|
|
(3,700
|
)
|
|
—
|
|
|
—
|
|
|
(3,700
|
)
|
|||||
Net cash required by investing activities
|
—
|
|
|
(23,780
|
)
|
|
(3,493
|
)
|
|
—
|
|
|
(27,273
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions to Dover Corporation, net
|
—
|
|
|
(78,232
|
)
|
|
(6,070
|
)
|
|
48
|
|
|
(84,254
|
)
|
|||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,727
|
)
|
|
—
|
|
|
(1,727
|
)
|
|||||
Payments of capital lease obligations
|
—
|
|
|
(4,037
|
)
|
|
—
|
|
|
—
|
|
|
(4,037
|
)
|
|||||
Net cash required by financing activities
|
—
|
|
|
(82,269
|
)
|
|
(7,797
|
)
|
|
48
|
|
|
(90,018
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase in cash and cash equivalents
|
—
|
|
|
1,011
|
|
|
14,599
|
|
|
—
|
|
|
15,610
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
2,719
|
|
|
7,698
|
|
|
—
|
|
|
10,417
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
3,730
|
|
|
$
|
22,297
|
|
|
$
|
—
|
|
|
$
|
26,027
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash information:
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
27,191
|
|
|
$
|
8,698
|
|
|
$
|
7,285
|
|
Cash paid for interest
|
21,899
|
|
|
—
|
|
|
—
|
|
|||
Non-cash information:
|
|
|
|
|
|
||||||
Capital lease additions
|
4,428
|
|
|
4,557
|
|
|
755
|
|
|
2018
(1)
|
|
2017
(1)
|
||||||||||||||||||||||||||||
(in thousands, except per share data)
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
||||||||||||||||
Revenue
|
$
|
311,202
|
|
|
$
|
316,468
|
|
|
$
|
305,850
|
|
|
$
|
283,126
|
|
|
$
|
265,195
|
|
|
$
|
258,832
|
|
|
$
|
256,161
|
|
|
$
|
230,278
|
|
Gross profit
|
105,271
|
|
|
113,734
|
|
|
103,680
|
|
|
93,614
|
|
|
75,534
|
|
|
84,952
|
|
|
84,630
|
|
|
75,360
|
|
||||||||
Net income
(2)
|
22,732
|
|
|
25,494
|
|
|
22,075
|
|
|
24,194
|
|
|
61,225
|
|
|
18,820
|
|
|
19,033
|
|
|
13,586
|
|
||||||||
Net income attributable to Apergy
(2)
|
22,571
|
|
|
25,263
|
|
|
22,155
|
|
|
24,052
|
|
|
61,155
|
|
|
18,556
|
|
|
18,754
|
|
|
13,269
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share
(3)
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.31
|
|
|
$
|
0.79
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.17
|
|
Diluted earnings per share
(3)
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
$
|
0.79
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.17
|
|
i)
|
effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
ii)
|
effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
1.
|
The following consolidated financial statements of Apergy Corporation and subsidiaries are filed as part of this Annual Report on Form 10-K under Part II, Item 8:
|
2.
|
Financial Statement Schedule and related Report of Independent Registered Public Accounting Firm:
|
3.
|
Exhibits:
|
Allowance for Doubtful Accounts
|
Balance at Beginning of Year
|
|
Charged to Cost and Expense
(1)
|
|
Accounts Written Off
|
|
Other
|
|
Balance at End of Year
|
||||||||||
Year Ended December 31, 2018
|
$
|
4,753
|
|
|
$
|
2,007
|
|
|
$
|
(1,489
|
)
|
|
$
|
(93
|
)
|
|
$
|
5,178
|
|
Year Ended December 31, 2017
|
5,634
|
|
|
954
|
|
|
(1,882
|
)
|
|
47
|
|
|
4,753
|
|
|||||
Year Ended December 31, 2016
|
4,431
|
|
|
2,941
|
|
|
(1,469
|
)
|
|
(269
|
)
|
|
5,634
|
|
Deferred Tax Valuation Allowance
|
Balance at Beginning of Year
|
|
Additions
|
|
Reductions
|
|
Other
|
|
Balance at End of Year
|
||||||||||
Year Ended December 31, 2018
|
$
|
1,280
|
|
|
$
|
331
|
|
|
$
|
(889
|
)
|
|
$
|
—
|
|
|
$
|
722
|
|
Year Ended December 31, 2017
|
1,082
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
1,280
|
|
|||||
Year Ended December 31, 2016
|
64
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,082
|
|
LIFO Valuation Adjustments
|
Balance at Beginning of Year
|
|
Charged to Cost and Expense
|
|
Reductions
|
|
Other
|
|
Balance at End of Year
|
||||||||||
Year Ended December 31, 2018
|
$
|
10,556
|
|
|
$
|
2,311
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,867
|
|
Year Ended December 31, 2017
|
9,381
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
10,556
|
|
|||||
Year Ended December 31, 2016
|
12,933
|
|
|
—
|
|
|
(3,552
|
)
|
|
—
|
|
|
9,381
|
|
|
|
APERGY CORPORATION
(Registrant)
|
|
|
|
|
|
|
|
Date: February 27, 2019
|
|
By:
|
/s/ JAY A. NUTT
|
|
|
|
|
Jay A. Nutt
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Date
|
|
|
Signature
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ SIVASANKARAN SOMASUNDARAM
|
|
|
|
|
Sivasankaran Somasundaram
President and Chief Executive Officer
Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ JAY A. NUTT
|
|
|
|
|
Jay A. Nutt
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ MICHAEL D. WHITE
|
|
|
|
|
Michael D. White
Vice President, Corporate Controller and Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ MAMATHA CHAMARTHI
|
|
|
|
|
Mamatha Chamarthi
Director
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ KENNETH M. FISHER
|
|
|
|
|
Kenneth M. Fisher
Director
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ GARY P. LUQUETTE
|
|
|
|
|
Gary P. Luquette
Director
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ DANIEL W. RABUN
|
|
|
|
|
Daniel W. Rabun
Chairman of the Board of Directors
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ STEPHEN M. TODD
|
|
|
|
|
Stephen M. Todd
Director
|
|
|
|
|
|
|
February 27, 2019
|
|
|
/s/ STEPHEN K. WAGNER
|
|
|
|
|
Stephen K. Wagner
Director
|
|
|
|
|
Incorporated by Reference
|
||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
Exhibit No.
|
Filing Date
|
|
|
8-K
|
2.1
|
May 11, 2018
|
||
|
|
8-K
|
3.1
|
May 11, 2018
|
||
|
|
8-K
|
3.2
|
May 11, 2018
|
||
|
|
8-K
|
4.1
|
May 7, 2018
|
||
|
|
8-K
|
4.2
|
May 7, 2018
|
||
|
|
8-K
|
4.3
|
May 7, 2018
|
||
|
|
8-K
|
4.1
|
May 11, 2018
|
||
|
|
8-K
|
10.1
|
May 11, 2018
|
||
|
|
8-K
|
10.2
|
May 11, 2018
|
||
|
|
8-K
|
10.3
|
May 11, 2018
|
||
|
|
8-K
|
10.4
|
May 11, 2018
|
||
|
|
8-K
|
10.5
|
May 11, 2018
|
||
|
|
8-K
|
10.6
|
May 11, 2018
|
||
|
|
8-K
|
10.7
|
May 11, 2018
|
||
|
|
8-K
|
10.8
|
May 11, 2018
|
||
|
|
8-K
|
10.9
|
May 11, 2018
|
||
|
|
8-K
|
10.10
|
May 11, 2018
|
||
|
|
8-K
|
10.11
|
May 11, 2018
|
||
21.1
*
|
|
|
|
|
|
|
23.1
*
|
|
|
|
|
|
|
31.1
*
|
|
|
|
|
|
|
31.2
*
|
|
|
|
|
|
|
32.1
**
|
|
|
|
|
|
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32.2
**
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Subsidiary
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Jurisdiction of Formation
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Accelerated Companies, LLC
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Delaware
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Accelerated Process Systems, Inc.
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Texas
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Accelerated Production Systems Limited
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England and Wales, United Kingdom
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Apergy (Delaware) Formation, Inc.
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Delaware
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Apergy Artificial Lift de México, S.A. de C.V.
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Mexico
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Apergy Artificial Lift International, LLC
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Delaware
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Apergy Artificial Lift Pty. Ltd
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Australia
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Apergy Artificial Lift S.A.
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Argentina
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Apergy Artificial Lift, LLC
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Delaware
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Apergy BMCS Acquisition Corp.
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Delaware
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Apergy Canada ULC
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British Columbia, Canada
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Apergy Energy Automation, LLC
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Delaware
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Apergy Energy India Private Limited
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India
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Apergy Energy (Kenya) Limited
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Kenya
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Apergy ESP Systems, LLC
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Oklahoma
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Apergy Funding Corporation
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Delaware
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Apergy International Operations, Inc.
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Delaware
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Apergy Luxembourg S.à.r.l.
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Luxembourg
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Apergy Middle East LLC
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Oman
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Apergy Middle East Services LLC
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Oman
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Apergy Minority Luxembourg S.à.r.l.
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Luxembourg
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Apergy PCS Holding LLC
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Delaware
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Apergy S.A.
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Argentina
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Apergy UK Limited
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England and Wales, United Kingdom
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Apergy USA, Inc.
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Delaware
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Dover Canada ULC Dover Canada S.R.I.
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British Columbia, Canada
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Ener Tools S.A.
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Argentina
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Harbison-Fischer, Inc.
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Delaware
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Honetreat Company
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California
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Norris Rods, Inc.
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Delaware
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Norriseal-Wellmark, Inc.
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Delaware
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NPS Services, Inc.
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Delaware
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Oil Lift Technology Inc.
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British Columbia, Canada
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Oil Lift Technology SAS
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Columbia
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Oil Lift Technology, Inc.
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New Mexico
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PCS Ferguson Canada Inc.
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Alberta, Canada
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PCS Ferguson, Inc.
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Delaware
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Pro Rod USA, Inc.
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Delaware
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Products Flange and Supply, Inc.
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Texas
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Pro-Rod Inc.
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Alberta, Canada
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Quartzdyne, Inc.
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Delaware
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Spirit Global Energy Solutions Canada Ltd.
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Alberta, Canada
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Spirit Global Energy Solutions, Inc.
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Delaware
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Theta Oilfield Services, Inc.
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Delaware
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UAC Corporation
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Delaware
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UPCO, Inc.
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Oklahoma
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US Synthetic Corporation
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Delaware
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Wellmark Holdings, Inc.
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Delaware
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Windrock, Inc.
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Tennessee
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1.
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I have reviewed this Annual Report on Form 10-K of Apergy Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 27, 2019
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/s/ SIVASANKARAN SOMASUNDARAM
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Sivasankaran Somasundaram
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Apergy Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 27, 2019
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/s/ JAY A. NUTT
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Jay A. Nutt
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Senior Vice President and
Chief Financial Officer
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(Principal Financial Officer)
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Date:
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February 27, 2019
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/s/ SIVASANKARAN SOMASUNDARAM
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Sivasankaran Somasundaram
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date:
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February 27, 2019
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/s/ JAY A. NUTT
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Jay A. Nutt
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Senior Vice President and
Chief Financial Officer
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(Principal Financial Officer)
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