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)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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Emerging growth company
o
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
APY
|
New York Stock Exchange
|
Page
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•
|
Demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets;
|
•
|
Our ability to successfully compete with other companies in our industry;
|
•
|
Our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets;
|
•
|
Cost inflation and availability of raw materials;
|
•
|
Changes in federal, state and local legislation and regulations relating to oil and gas development and the potential for related litigation or restrictions on our customers;
|
•
|
Changes in environmental and health and safety laws and regulations which may increase our costs, limit the demand for our products and services or restrict our operations;
|
•
|
Our ability to successfully execute potential acquisitions;
|
•
|
Potential liabilities arising out of the installation or use of our products;
|
•
|
Continuing consolidation within our customers’ industry;
|
•
|
A failure of our information technology infrastructure or any significant breach of security;
|
•
|
Risks relating to our existing international operations and expansion into new geographical markets;
|
•
|
The impact of tariffs and other trade measures on our business;
|
•
|
Changes in domestic and foreign governmental public policies, risks associated with entry into emerging markets, changes in statutory tax rates and unanticipated outcomes with respect to tax audits;
|
•
|
Failure to attract, retain and develop personnel for key management;
|
•
|
Credit risks related to our customer base or the loss of significant customers;
|
•
|
Our ability to protect or obtain intellectual property rights;
|
•
|
Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
|
•
|
Deterioration in future expected profitability or cash flows and its effect on our goodwill;
|
•
|
Risks relating to improper conduct by any of our employees, agents or business partners;
|
•
|
Fluctuations in currency markets worldwide;
|
•
|
The impact of natural disasters and other unusual weather conditions on our business; and
|
•
|
The impact of our indebtedness on our financial position and operating flexibility.
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
||||
Product revenue
|
$
|
269,534
|
|
|
$
|
253,090
|
|
Service revenue
|
20,517
|
|
|
19,865
|
|
||
Lease and other revenue
|
11,640
|
|
|
10,171
|
|
||
Total revenue
|
301,691
|
|
|
283,126
|
|
||
Cost of goods and services
|
196,142
|
|
|
189,511
|
|
||
Gross profit
|
105,549
|
|
|
93,615
|
|
||
Selling, general and administrative expense
|
65,347
|
|
|
59,739
|
|
||
Interest expense, net
|
10,474
|
|
|
166
|
|
||
Other expense, net
|
1,090
|
|
|
2,452
|
|
||
Income before income taxes
|
28,638
|
|
|
31,258
|
|
||
Provision for income taxes
|
6,069
|
|
|
7,064
|
|
||
Net income
|
22,569
|
|
|
24,194
|
|
||
Net income attributable to noncontrolling interest
|
282
|
|
|
142
|
|
||
Net income attributable to Apergy
|
$
|
22,287
|
|
|
$
|
24,052
|
|
|
|
|
|
||||
Earnings per share attributable to Apergy: *
|
|
|
|
||||
Basic
|
$
|
0.29
|
|
|
$
|
0.31
|
|
Diluted
|
$
|
0.29
|
|
|
$
|
0.31
|
|
Weighted-average shares outstanding: *
|
|
|
|
||||
Basic
|
77,363
|
|
|
77,340
|
|
||
Diluted
|
77,640
|
|
|
77,890
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Net income
|
$
|
22,569
|
|
|
$
|
24,194
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
(1)
|
1,090
|
|
|
(1,691
|
)
|
||
Pension and other post-retirement benefit plans:
|
|
|
|
||||
Net actuarial loss arising during period
|
(323
|
)
|
|
—
|
|
||
Reclassification adjustment for net actuarial loss included in net income
|
67
|
|
|
49
|
|
||
Reclassification adjustment for settlement losses included in net income
|
355
|
|
|
—
|
|
||
Total pension and other post-retirement benefit plans
(2)
|
99
|
|
|
49
|
|
||
Other comprehensive income (loss)
|
1,189
|
|
|
(1,642
|
)
|
||
Comprehensive income
|
23,758
|
|
|
22,552
|
|
||
Comprehensive income attributable to noncontrolling interest
|
282
|
|
|
142
|
|
||
Comprehensive income attributable to Apergy
|
$
|
23,476
|
|
|
$
|
22,410
|
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,354
|
|
|
$
|
41,832
|
|
Receivables, net of allowances of $4,321 in 2019 and $5,178 in 2018
|
258,650
|
|
|
249,948
|
|
||
Inventories, net
|
232,933
|
|
|
218,319
|
|
||
Prepaid expenses and other current assets
|
17,861
|
|
|
20,211
|
|
||
Total current assets
|
537,798
|
|
|
530,310
|
|
||
Property, plant and equipment, net
|
244,886
|
|
|
244,328
|
|
||
Goodwill
|
905,255
|
|
|
904,985
|
|
||
Intangible assets, net
|
270,739
|
|
|
283,688
|
|
||
Other non-current assets
|
29,931
|
|
|
8,445
|
|
||
Total assets
|
1,988,609
|
|
|
1,971,756
|
|
||
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
124,100
|
|
|
131,058
|
|
||
Accrued compensation and employee benefits
|
28,882
|
|
|
40,546
|
|
||
Accrued expenses and other current liabilities
|
59,291
|
|
|
30,391
|
|
||
Total current liabilities
|
212,273
|
|
|
201,995
|
|
||
Long-term debt
|
637,647
|
|
|
666,108
|
|
||
Deferred income taxes
|
96,469
|
|
|
101,724
|
|
||
Other long-term liabilities
|
37,017
|
|
|
20,402
|
|
||
Total liabilities
|
983,406
|
|
|
990,229
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock (2.5 billion shares authorized, $0.01 par value)
77.4 million shares issued and outstanding in 2019 and 2018
|
774
|
|
|
774
|
|
||
Capital in excess of par value of common stock
|
966,938
|
|
|
965,372
|
|
||
Retained earnings
|
76,454
|
|
|
55,829
|
|
||
Accumulated other comprehensive loss
|
(41,717
|
)
|
|
(42,906
|
)
|
||
Total stockholders’ equity
|
1,002,449
|
|
|
979,069
|
|
||
Noncontrolling interest
|
2,754
|
|
|
2,458
|
|
||
Total equity
|
1,005,203
|
|
|
981,527
|
|
||
Total liabilities and equity
|
$
|
1,988,609
|
|
|
$
|
1,971,756
|
|
|
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, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,662,052
|
|
|
$
|
(26,416
|
)
|
|
$
|
4,749
|
|
|
$
|
1,640,385
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,315
|
|
|
(1,315
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
24,052
|
|
|
—
|
|
|
142
|
|
|
24,194
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,642
|
)
|
|
—
|
|
|
(1,642
|
)
|
|||||||
Net transfer to Dover
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,635
|
)
|
|
—
|
|
|
—
|
|
|
(1,635
|
)
|
|||||||
March 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,685,784
|
|
|
$
|
(29,373
|
)
|
|
$
|
4,891
|
|
|
$
|
1,661,302
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Cash provided (required) by operating activities:
|
|
|
|
||||
Net income
|
$
|
22,569
|
|
|
$
|
24,194
|
|
Adjustments to reconcile net income to net cash provided (required) by operating activities:
|
|
|
|
||||
Depreciation
|
17,080
|
|
|
16,969
|
|
||
Amortization
|
12,844
|
|
|
12,656
|
|
||
Stock-based compensation
|
2,285
|
|
|
510
|
|
||
Impairment of held-for-sale assets
|
1,746
|
|
|
—
|
|
||
Deferred income taxes
|
(5,366
|
)
|
|
(4,279
|
)
|
||
Employee benefit plan expense
|
770
|
|
|
844
|
|
||
Other
|
674
|
|
|
426
|
|
||
Changes in operating assets and liabilities (net of effects of foreign exchange):
|
|
|
|
||||
Receivables
|
(8,462
|
)
|
|
(25,388
|
)
|
||
Inventories
|
(2,229
|
)
|
|
(9,703
|
)
|
||
Prepaid expenses and other current assets
|
4,096
|
|
|
(1,756
|
)
|
||
Accounts payable
|
(6,279
|
)
|
|
9,452
|
|
||
Accrued compensation and employee benefits
|
(12,827
|
)
|
|
(7,042
|
)
|
||
Accrued expenses and other current liabilities
|
13,849
|
|
|
4,455
|
|
||
Leased assets and other
|
(20,840
|
)
|
|
(13,773
|
)
|
||
Net cash provided by operating activities
|
19,910
|
|
|
7,565
|
|
||
|
|
|
|
||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(9,718
|
)
|
|
(12,851
|
)
|
||
Proceeds from sale of fixed assets
|
2,475
|
|
|
205
|
|
||
Purchase price adjustments on acquisition
|
—
|
|
|
53
|
|
||
Net cash required by investing activities
|
(7,243
|
)
|
|
(12,593
|
)
|
||
|
|
|
|
||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
||
Repayment of long-term debt
|
(25,000
|
)
|
|
—
|
|
||
Distributions to Dover Corporation, net
|
—
|
|
|
(814
|
)
|
||
Payment of finance lease obligations
|
(1,234
|
)
|
|
(1,050
|
)
|
||
Net cash required by financing activities
|
(26,234
|
)
|
|
(1,864
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
89
|
|
|
302
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(13,478
|
)
|
|
(6,590
|
)
|
||
Cash and cash equivalents at beginning of period
|
41,832
|
|
|
23,712
|
|
||
Cash and cash equivalents at end of period
|
$
|
28,354
|
|
|
$
|
17,122
|
|
•
|
We elected to utilize the package of transition practical expedients, which among other things, allowed us to carry forward our historical lease classifications for existing leases.
|
•
|
For contracts in which we are a lessee, we have elected to account for each lease component and its associated non-lease components as a single lease component.
|
•
|
We elected to utilize the short term lease exemption for lease contracts with a term of less than 12 months. These contracts are excluded from the measurement of our right-of-use assets and lease liabilities and are recognized in earnings on a straight-line basis over their lease term.
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
||||
Net income attributable to Apergy
|
$
|
22,287
|
|
|
$
|
24,052
|
|
|
|
|
|
||||
Weighted-average number of shares outstanding
|
77,363
|
|
|
77,340
|
|
||
Dilutive effect of stock-based compensation
|
277
|
|
|
550
|
|
||
Total shares and dilutive securities
|
77,640
|
|
|
77,890
|
|
||
|
|
|
|
||||
Basic earnings per share attributable to Apergy
|
$
|
0.29
|
|
|
$
|
0.31
|
|
Diluted earnings per share attributable to Apergy
|
$
|
0.29
|
|
|
$
|
0.31
|
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
57,951
|
|
|
$
|
52,057
|
|
Work in progress
|
12,332
|
|
|
11,416
|
|
||
Finished goods
|
188,174
|
|
|
180,624
|
|
||
|
258,457
|
|
|
244,097
|
|
||
LIFO and valuation adjustments
|
(25,524
|
)
|
|
(25,778
|
)
|
||
Inventories, net
|
$
|
232,933
|
|
|
$
|
218,319
|
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility
|
345,000
|
|
|
370,000
|
|
||
6.375% Senior Notes due 2026
|
300,000
|
|
|
300,000
|
|
||
Finance lease obligations
|
3,607
|
|
|
7,485
|
|
||
Total
|
648,607
|
|
|
677,485
|
|
||
Net unamortized discounts and issuance costs
|
(10,960
|
)
|
|
(11,377
|
)
|
||
Total long-term debt
|
$
|
637,647
|
|
|
$
|
666,108
|
|
(in thousands)
|
Common Stock
|
|
December 31, 2018
|
77,353
|
|
Shares issued—share-based compensation
|
39
|
|
March 31, 2019
|
77,392
|
|
(in thousands)
|
Foreign Currency Translation
|
|
Defined Pension and Other Post-Retirement Benefits
|
|
Accumulated Other Comprehensive Loss
|
||||||
December 31, 2017
|
$
|
(21,936
|
)
|
|
$
|
(4,480
|
)
|
|
$
|
(26,416
|
)
|
Reclassification adjustment for cumulative effect of change in accounting principle
|
—
|
|
|
(1,315
|
)
|
|
(1,315
|
)
|
|||
Other comprehensive loss before reclassifications, net of tax
|
(1,691
|
)
|
|
—
|
|
|
(1,691
|
)
|
|||
Reclassification adjustment for net losses included in net income, net of tax
|
—
|
|
|
49
|
|
|
49
|
|
|||
Other comprehensive income (loss), net of tax
|
(1,691
|
)
|
|
49
|
|
|
(1,642
|
)
|
|||
March 31, 2018
|
$
|
(23,627
|
)
|
|
$
|
(5,746
|
)
|
|
$
|
(29,373
|
)
|
(in thousands)
|
Foreign Currency Translation
|
|
Defined Pension and Other Post-Retirement Benefits
|
|
Accumulated Other Comprehensive Loss
|
||||||
December 31, 2018
|
$
|
(36,146
|
)
|
|
$
|
(6,760
|
)
|
|
$
|
(42,906
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
1,090
|
|
|
(323
|
)
|
|
767
|
|
|||
Reclassification adjustment for net losses included in net income, net of tax
|
—
|
|
|
422
|
|
|
422
|
|
|||
Other comprehensive income, net of tax
|
1,090
|
|
|
99
|
|
|
1,189
|
|
|||
March 31, 2019
|
$
|
(35,056
|
)
|
|
$
|
(6,661
|
)
|
|
$
|
(41,717
|
)
|
|
Three Months Ended March 31,
|
|
Affected line items on the condensed consolidated statements of income
|
||||||
(in thousands)
|
2019
|
|
2018
|
|
|||||
Amortization of actuarial loss
(1)
|
$
|
91
|
|
|
$
|
65
|
|
|
Other expense, net
|
Settlement loss
(1)
|
486
|
|
|
—
|
|
|
Other expense, net
|
||
Total before tax
|
577
|
|
|
65
|
|
|
Income before income taxes
|
||
Tax benefit
|
(155
|
)
|
|
(16
|
)
|
|
Provision for income taxes
|
||
|
$
|
422
|
|
|
$
|
49
|
|
|
Net income
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Drilling Technologies
|
$
|
77,535
|
|
|
$
|
69,231
|
|
Production & Automation Technologies:
|
|
|
|
||||
Artificial lift
|
172,104
|
|
|
166,544
|
|
||
Digital products
|
31,290
|
|
|
24,363
|
|
||
Other production equipment
|
21,005
|
|
|
24,696
|
|
||
Intra-segment eliminations
|
(243
|
)
|
|
(1,708
|
)
|
||
|
224,156
|
|
|
213,895
|
|
||
Total revenue
|
$
|
301,691
|
|
|
$
|
283,126
|
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Contract assets
|
$
|
3,504
|
|
|
$
|
4,571
|
|
Contract liabilities - current
|
8,150
|
|
|
5,863
|
|
(in thousands)
|
|
Balance Sheet Classification
|
|
March 31, 2019
|
||
Right-of Use Assets:
|
|
|
|
|
||
Finance leases
|
|
Property, plant, and equipment, net
|
|
$
|
7,247
|
|
Operating leases
(1)
|
|
Other non-current assets
|
|
21,534
|
|
|
Total lease right-of-use assets
|
|
|
|
$
|
28,781
|
|
Lease Liabilities:
|
|
|
|
|
||
Finance leases - current
|
|
Accrued expenses and other current liabilities
|
|
$
|
4,301
|
|
Finance leases
|
|
Long-term debt
|
|
3,607
|
|
|
Operating leases - current
(1)
|
|
Accrued expenses and other current liabilities
|
|
7,234
|
|
|
Operating leases
(1)
|
|
Other long-term liabilities
|
|
17,093
|
|
|
Total lease liabilities
|
|
|
|
$
|
32,235
|
|
(in thousands)
|
Three Months Ended
March 31, 2019
|
||
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
$
|
1,327
|
|
Interest on lease liabilities
|
120
|
|
|
Operating lease cost
|
2,677
|
|
|
Short-term lease cost
|
1,015
|
|
|
Variable lease cost
|
1,047
|
|
|
Sublease income
|
(89
|
)
|
|
Total net lease cost
|
$
|
6,097
|
|
(in thousands)
|
Operating
|
|
Finance
|
||||
2019
|
$
|
7,317
|
|
|
$
|
3,720
|
|
2020
|
7,260
|
|
|
3,106
|
|
||
2021
|
5,086
|
|
|
1,355
|
|
||
2022
|
4,808
|
|
|
151
|
|
||
2023
|
3,663
|
|
|
51
|
|
||
Thereafter
|
4,908
|
|
|
—
|
|
||
Total future minimum lease payments
|
33,042
|
|
|
8,383
|
|
||
Interest included within lease payments
|
(5,101
|
)
|
|
(475
|
)
|
||
Lease liabilities held for sale
|
(3,614
|
)
|
|
—
|
|
||
Total lease liabilities
|
$
|
24,327
|
|
|
$
|
7,908
|
|
(in thousands)
|
March 31, 2019
|
||
Property, plant, and equipment
|
$
|
160,767
|
|
Accumulated depreciation
|
(64,692
|
)
|
|
Property, plant, and equipment, net
|
$
|
96,075
|
|
|
Pensions
|
|
Other post-retirement benefits
|
||||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
194
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
155
|
|
|
33
|
|
|
126
|
|
|
112
|
|
||||
Expected return on plan assets
|
(190
|
)
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss
|
40
|
|
|
14
|
|
|
50
|
|
|
51
|
|
||||
Amortization of transition obligation
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
(39
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
647
|
|
|
$
|
22
|
|
|
$
|
123
|
|
|
$
|
163
|
|
|
Three Months Ended
March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Stock-based compensation expense
|
$
|
2,285
|
|
|
$
|
510
|
|
Tax benefit
|
(558
|
)
|
|
(113
|
)
|
||
Stock-based compensation expense, net of tax
|
$
|
1,727
|
|
|
$
|
397
|
|
(in shares)
|
Stock-Settled Appreciation Rights
|
|
Performance Share Awards
|
|
Restricted Stock Units
|
|||
Outstanding at January 1, 2019
|
477,950
|
|
|
86,817
|
|
|
414,840
|
|
Granted
|
—
|
|
|
92,919
|
|
|
152,324
|
|
Forfeited
|
—
|
|
|
—
|
|
|
(622
|
)
|
Exercised / Vested
|
(42,474
|
)
|
|
—
|
|
|
(42,083
|
)
|
Outstanding at March 31, 2019
|
435,476
|
|
|
179,736
|
|
|
524,459
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Segment revenue:
|
|
|
|
||||
Production & Automation Technologies
|
$
|
224,156
|
|
|
$
|
213,895
|
|
Drilling Technologies
|
77,535
|
|
|
69,231
|
|
||
Total revenue
|
$
|
301,691
|
|
|
$
|
283,126
|
|
|
|
|
|
||||
Income before income taxes:
|
|
|
|
||||
Segment operating profit:
|
|
|
|
|
|
||
Production & Automation Technologies
|
$
|
16,163
|
|
|
$
|
9,872
|
|
Drilling Technologies
|
26,806
|
|
|
24,189
|
|
||
Total segment operating profit
|
42,969
|
|
|
34,061
|
|
||
Corporate expense and other
(1)
|
3,857
|
|
|
2,637
|
|
||
Interest expense, net
|
10,474
|
|
|
166
|
|
||
Income before income taxes
|
$
|
28,638
|
|
|
$
|
31,258
|
|
(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.
|
•
|
Apergy Corporation (issuer);
|
•
|
100-percent-owned guarantor subsidiaries;
|
•
|
All other non-guarantor subsidiaries; and
|
•
|
Adjustments and eliminations necessary to present Apergy results on a consolidated basis.
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Product revenue
|
$
|
—
|
|
|
$
|
243,137
|
|
|
$
|
26,397
|
|
|
$
|
—
|
|
|
$
|
269,534
|
|
Service revenue
|
—
|
|
|
13,342
|
|
|
7,175
|
|
|
—
|
|
|
20,517
|
|
|||||
Lease, related party and other revenue
|
—
|
|
|
15,438
|
|
|
5,125
|
|
|
(8,923
|
)
|
|
11,640
|
|
|||||
Total revenue
|
—
|
|
|
271,917
|
|
|
38,697
|
|
|
(8,923
|
)
|
|
301,691
|
|
|||||
Cost of goods and services
|
—
|
|
|
171,658
|
|
|
33,585
|
|
|
(9,101
|
)
|
|
196,142
|
|
|||||
Gross profit
|
—
|
|
|
100,259
|
|
|
5,112
|
|
|
178
|
|
|
105,549
|
|
|||||
Selling, general and administrative expense
|
61
|
|
|
59,729
|
|
|
5,557
|
|
|
—
|
|
|
65,347
|
|
|||||
Interest expense, net
|
10,328
|
|
|
136
|
|
|
10
|
|
|
—
|
|
|
10,474
|
|
|||||
Other expense, net
|
—
|
|
|
295
|
|
|
790
|
|
|
5
|
|
|
1,090
|
|
|||||
Income (loss) before income taxes and equity in earnings of affiliates
|
(10,389
|
)
|
|
40,099
|
|
|
(1,245
|
)
|
|
173
|
|
|
28,638
|
|
|||||
Provision for (benefit from) income taxes
|
(2,374
|
)
|
|
8,696
|
|
|
(291
|
)
|
|
38
|
|
|
6,069
|
|
|||||
Income (loss) before equity in earnings of affiliates
|
(8,015
|
)
|
|
31,403
|
|
|
(954
|
)
|
|
135
|
|
|
22,569
|
|
|||||
Equity in earnings of affiliates
|
30,302
|
|
|
4,883
|
|
|
6,753
|
|
|
(41,938
|
)
|
|
—
|
|
|||||
Net income
|
22,287
|
|
|
36,286
|
|
|
5,799
|
|
|
(41,803
|
)
|
|
22,569
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
282
|
|
|
—
|
|
|
282
|
|
|||||
Net income attributable to Apergy
|
$
|
22,287
|
|
|
$
|
36,286
|
|
|
$
|
5,517
|
|
|
$
|
(41,803
|
)
|
|
$
|
22,287
|
|
Comprehensive income attributable to Apergy
|
$
|
23,476
|
|
|
$
|
36,953
|
|
|
$
|
6,041
|
|
|
$
|
(42,994
|
)
|
|
$
|
23,476
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Product revenue
|
$
|
—
|
|
|
$
|
225,252
|
|
|
$
|
27,838
|
|
|
$
|
—
|
|
|
$
|
253,090
|
|
Service revenue
|
—
|
|
|
12,975
|
|
|
6,890
|
|
|
—
|
|
|
19,865
|
|
|||||
Lease, related party and other revenue
|
—
|
|
|
15,498
|
|
|
4,048
|
|
|
(9,375
|
)
|
|
10,171
|
|
|||||
Total revenue
|
—
|
|
|
253,725
|
|
|
38,776
|
|
|
(9,375
|
)
|
|
283,126
|
|
|||||
Cost of goods and services
|
—
|
|
|
164,436
|
|
|
33,743
|
|
|
(8,668
|
)
|
|
189,511
|
|
|||||
Gross profit
|
—
|
|
|
89,289
|
|
|
5,033
|
|
|
(707
|
)
|
|
93,615
|
|
|||||
Selling, general and administrative expense
|
—
|
|
|
54,349
|
|
|
5,390
|
|
|
—
|
|
|
59,739
|
|
|||||
Interest expense, net
|
—
|
|
|
152
|
|
|
14
|
|
|
—
|
|
|
166
|
|
|||||
Other expense, net
|
—
|
|
|
2,531
|
|
|
(79
|
)
|
|
—
|
|
|
2,452
|
|
|||||
Income (loss) before income taxes and equity in earnings of affiliates
|
—
|
|
|
32,257
|
|
|
(292
|
)
|
|
(707
|
)
|
|
31,258
|
|
|||||
Provision for income taxes
|
—
|
|
|
6,712
|
|
|
500
|
|
|
(148
|
)
|
|
7,064
|
|
|||||
Income (loss) before equity in earnings of affiliates
|
—
|
|
|
25,545
|
|
|
(792
|
)
|
|
(559
|
)
|
|
24,194
|
|
|||||
Equity in earnings of affiliates
|
24,052
|
|
|
5,473
|
|
|
6,034
|
|
|
(35,559
|
)
|
|
—
|
|
|||||
Net income
|
24,052
|
|
|
31,018
|
|
|
5,242
|
|
|
(36,118
|
)
|
|
24,194
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
|||||
Net income attributable to Apergy
|
$
|
24,052
|
|
|
$
|
31,018
|
|
|
$
|
5,100
|
|
|
$
|
(36,118
|
)
|
|
$
|
24,052
|
|
Comprehensive income attributable to Apergy
|
$
|
22,410
|
|
|
$
|
31,405
|
|
|
$
|
3,085
|
|
|
$
|
(34,490
|
)
|
|
$
|
22,410
|
|
|
March 31, 2019
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
108
|
|
|
$
|
18,682
|
|
|
$
|
9,564
|
|
|
$
|
—
|
|
|
$
|
28,354
|
|
Receivables
|
408
|
|
|
232,126
|
|
|
35,342
|
|
|
(9,226
|
)
|
|
258,650
|
|
|||||
Inventories, net
|
—
|
|
|
200,296
|
|
|
34,091
|
|
|
(1,454
|
)
|
|
232,933
|
|
|||||
Prepaid expenses and other current assets
|
25,912
|
|
|
14,285
|
|
|
3,566
|
|
|
(25,902
|
)
|
|
17,861
|
|
|||||
Total current assets
|
26,428
|
|
|
465,389
|
|
|
82,563
|
|
|
(36,582
|
)
|
|
537,798
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
232,376
|
|
|
12,510
|
|
|
—
|
|
|
244,886
|
|
|||||
Goodwill
|
—
|
|
|
633,771
|
|
|
271,484
|
|
|
—
|
|
|
905,255
|
|
|||||
Advances due from affiliates
|
572,360
|
|
|
23,805
|
|
|
84,720
|
|
|
(680,885
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,045,293
|
|
|
690,693
|
|
|
551,118
|
|
|
(2,287,104
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
189,344
|
|
|
81,395
|
|
|
—
|
|
|
270,739
|
|
|||||
Other non-current assets
|
3,765
|
|
|
18,269
|
|
|
7,897
|
|
|
—
|
|
|
29,931
|
|
|||||
Total assets
|
1,647,846
|
|
|
2,253,647
|
|
|
1,091,687
|
|
|
(3,004,571
|
)
|
|
1,988,609
|
|
|||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
19
|
|
|
111,825
|
|
|
21,482
|
|
|
(9,226
|
)
|
|
124,100
|
|
|||||
Accrued compensation and employee benefits
|
—
|
|
|
24,341
|
|
|
4,541
|
|
|
—
|
|
|
28,882
|
|
|||||
Accrued expenses and other current liabilities
|
8,832
|
|
|
71,986
|
|
|
5,829
|
|
|
(27,356
|
)
|
|
59,291
|
|
|||||
Total current liabilities
|
8,851
|
|
|
208,152
|
|
|
31,852
|
|
|
(36,582
|
)
|
|
212,273
|
|
|||||
Advances due to affiliates
|
—
|
|
|
657,077
|
|
|
23,808
|
|
|
(680,885
|
)
|
|
—
|
|
|||||
Long-term debt
|
634,041
|
|
|
3,499
|
|
|
107
|
|
|
—
|
|
|
637,647
|
|
|||||
Deferred income taxes
|
—
|
|
|
76,433
|
|
|
20,036
|
|
|
—
|
|
|
96,469
|
|
|||||
Other long-term liabilities
|
—
|
|
|
31,591
|
|
|
5,426
|
|
|
—
|
|
|
37,017
|
|
|||||
Total liabilities
|
642,892
|
|
|
976,752
|
|
|
81,229
|
|
|
(717,467
|
)
|
|
983,406
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders’ capital
|
1,004,954
|
|
|
1,283,583
|
|
|
1,042,733
|
|
|
(2,287,104
|
)
|
|
1,044,166
|
|
|||||
Accumulated other comprehensive loss
|
—
|
|
|
(6,688
|
)
|
|
(35,029
|
)
|
|
—
|
|
|
(41,717
|
)
|
|||||
Total stockholders’ equity
|
1,004,954
|
|
|
1,276,895
|
|
|
1,007,704
|
|
|
(2,287,104
|
)
|
|
1,002,449
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
2,754
|
|
|
—
|
|
|
2,754
|
|
|||||
Total equity
|
1,004,954
|
|
|
1,276,895
|
|
|
1,010,458
|
|
|
(2,287,104
|
)
|
|
1,005,203
|
|
|||||
Total liabilities and equity
|
$
|
1,647,846
|
|
|
$
|
2,253,647
|
|
|
$
|
1,091,687
|
|
|
$
|
(3,004,571
|
)
|
|
$
|
1,988,609
|
|
|
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 non-current 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
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Cash provided (required) by operating activities
|
$
|
(3,443
|
)
|
|
$
|
35,456
|
|
|
$
|
(12,103
|
)
|
|
$
|
—
|
|
|
$
|
19,910
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
—
|
|
|
(9,296
|
)
|
|
(422
|
)
|
|
—
|
|
|
(9,718
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
2,467
|
|
|
8
|
|
|
—
|
|
|
2,475
|
|
|||||
Net cash required by investing activities
|
—
|
|
|
(6,829
|
)
|
|
(414
|
)
|
|
—
|
|
|
(7,243
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||||
Advances due to (from) affiliates
|
28,443
|
|
|
(36,244
|
)
|
|
7,801
|
|
|
—
|
|
|
—
|
|
|||||
Payments of finance lease obligations
|
—
|
|
|
(1,234
|
)
|
|
—
|
|
|
—
|
|
|
(1,234
|
)
|
|||||
Net cash provided (required) by financing activities
|
3,443
|
|
|
(37,478
|
)
|
|
7,801
|
|
|
—
|
|
|
(26,234
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(8,851
|
)
|
|
(4,627
|
)
|
|
—
|
|
|
(13,478
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
108
|
|
|
27,533
|
|
|
14,191
|
|
|
—
|
|
|
41,832
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
108
|
|
|
$
|
18,682
|
|
|
$
|
9,564
|
|
|
$
|
—
|
|
|
$
|
28,354
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
(in thousands)
|
Apergy
Corporation
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Adjustments
and
eliminations
|
|
Total
|
||||||||||
Cash provided by operating activities
|
$
|
1,450
|
|
|
$
|
1,627
|
|
|
$
|
4,340
|
|
|
$
|
148
|
|
|
$
|
7,565
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
—
|
|
|
(12,626
|
)
|
|
(225
|
)
|
|
—
|
|
|
(12,851
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
200
|
|
|
5
|
|
|
—
|
|
|
205
|
|
|||||
Purchase price adjustments on acquisition
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Net cash required by investing activities
|
—
|
|
|
(12,426
|
)
|
|
(167
|
)
|
|
—
|
|
|
(12,593
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided (required) by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances due to (from) affiliates
|
—
|
|
|
(2,905
|
)
|
|
2,905
|
|
|
—
|
|
|
—
|
|
|||||
Distributions to Dover Corporation, net
|
(1,450
|
)
|
|
12,401
|
|
|
(11,617
|
)
|
|
(148
|
)
|
|
(814
|
)
|
|||||
Payments of finance lease obligations
|
—
|
|
|
(1,050
|
)
|
|
—
|
|
|
—
|
|
|
(1,050
|
)
|
|||||
Net cash required by financing activities
|
(1,450
|
)
|
|
8,446
|
|
|
(8,712
|
)
|
|
(148
|
)
|
|
(1,864
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(2,353
|
)
|
|
(4,237
|
)
|
|
—
|
|
|
(6,590
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
5,763
|
|
|
17,949
|
|
|
—
|
|
|
23,712
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
3,410
|
|
|
$
|
13,712
|
|
|
$
|
—
|
|
|
$
|
17,122
|
|
(in thousands)
|
Statement of Cash Flows Classification
|
|
March 31, 2019
|
||
Cash information:
|
|
|
|
||
Cash required by operating leases
|
Operating
|
|
$
|
1,971
|
|
Cash required by finance leases - interest
|
Operating
|
|
120
|
|
|
Cash required by finance leases - principal
|
Financing
|
|
1,234
|
|
|
Non-cash information:
|
|
|
|
||
Operating lease additions
(1)
|
Non-cash
|
|
29,206
|
|
|
Finance lease additions
|
Non-cash
|
|
1,326
|
|
|
2018
|
|
2019
|
|||||||||||||||||||
|
Q1
|
Q2
|
Q3
|
Q4
|
FY
|
|
Q1
|
YTD
|
||||||||||||||
WTI Crude (per bbl) (a)
|
$
|
62.91
|
|
$
|
68.07
|
|
$
|
69.69
|
|
$
|
59.50
|
|
$
|
65.04
|
|
|
$
|
54.82
|
|
$
|
54.82
|
|
Brent Crude (per bbl) (a)
|
66.86
|
|
74.53
|
|
75.08
|
|
67.99
|
|
71.12
|
|
|
63.10
|
|
63.10
|
|
|||||||
Henry Hub Natural Gas (per mmBtu) (a)
|
3.08
|
|
2.85
|
|
2.93
|
|
3.77
|
|
3.16
|
|
|
2.92
|
|
2.92
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Rig Count (b)
|
966
|
|
1,039
|
|
1,051
|
|
1,073
|
|
1,032
|
|
|
1,043
|
|
1,043
|
|
|||||||
Canada Rig Count (b)
|
269
|
|
108
|
|
209
|
|
179
|
|
191
|
|
|
183
|
|
183
|
|
|||||||
International Rig Count (b)
|
970
|
|
968
|
|
1,003
|
|
1,011
|
|
988
|
|
|
1,030
|
|
1,030
|
|
|||||||
Worldwide Rig Count
|
2,205
|
|
2,115
|
|
2,263
|
|
2,263
|
|
2,211
|
|
|
2,256
|
|
2,256
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Aggregate U.S. Well Completions (a)
|
3,364
|
|
3,787
|
|
3,787
|
|
3,809
|
|
14,747
|
|
|
3,931
|
|
3,931
|
|
|
Three Months Ended
|
|
|
|
|
||||||||
|
March 31,
|
|
Change
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Revenue
|
$
|
301,691
|
|
|
$
|
283,126
|
|
|
18,565
|
|
|
6.6
|
|
Cost of goods and services
|
196,142
|
|
|
189,511
|
|
|
6,631
|
|
|
3.5
|
|
||
Gross profit
|
105,549
|
|
|
93,615
|
|
|
11,934
|
|
|
12.7
|
|
||
Selling, general and administrative expense
|
65,347
|
|
|
59,739
|
|
|
5,608
|
|
|
9.4
|
|
||
Interest expense, net
|
10,474
|
|
|
166
|
|
|
10,308
|
|
|
*
|
|
||
Other expense, net
|
1,090
|
|
|
2,452
|
|
|
(1,362
|
)
|
|
*
|
|
||
Income before income taxes
|
28,638
|
|
|
31,258
|
|
|
(2,620
|
)
|
|
(8.4
|
)
|
||
Provision for income taxes
|
6,069
|
|
|
7,064
|
|
|
(995
|
)
|
|
(14.1
|
)
|
||
Net income
|
22,569
|
|
|
24,194
|
|
|
(1,625
|
)
|
|
(6.7
|
)
|
||
Net income attributable to noncontrolling interest
|
282
|
|
|
142
|
|
|
140
|
|
|
*
|
|
||
Net income attributable to Apergy
|
$
|
22,287
|
|
|
$
|
24,052
|
|
|
(1,765
|
)
|
|
(7.3
|
)
|
|
|
|
|
|
|
|
|
||||||
Gross profit margin
|
35.0
|
%
|
|
33.1
|
%
|
|
|
|
190 bps.
|
|
|||
SG&A expense, percent of revenue
|
21.7
|
%
|
|
21.1
|
%
|
|
|
|
60 bps.
|
|
|||
Effective tax rate
|
21.2
|
%
|
|
22.6
|
%
|
|
|
|
(140) bps.
|
|
*
|
Not meaningful
|
|
|
Three Months Ended
March 31,
|
|
Change
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Revenue
|
|
$
|
224,156
|
|
|
$
|
213,895
|
|
|
10,261
|
|
|
4.8
|
|
Operating profit
|
|
16,163
|
|
|
9,872
|
|
|
6,291
|
|
|
63.7
|
|
||
Operating profit margin
|
|
7.2
|
%
|
|
4.6
|
%
|
|
|
|
260 bps.
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
27,293
|
|
|
$
|
26,758
|
|
|
535
|
|
|
2.0
|
|
Royalty expense
|
|
—
|
|
|
2,277
|
|
|
(2,277
|
)
|
|
*
|
|
||
Restructuring and other related charges
|
|
2,642
|
|
|
482
|
|
|
2,160
|
|
|
*
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Bookings
|
|
$
|
219,465
|
|
|
$
|
216,934
|
|
|
2,531
|
|
|
1.2
|
|
*
|
Not meaningful
|
|
|
Three Months Ended
March 31,
|
|
Change
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Revenue
|
|
$
|
77,535
|
|
|
$
|
69,231
|
|
|
8,304
|
|
|
12.0
|
|
Operating profit
|
|
26,806
|
|
|
24,189
|
|
|
2,617
|
|
|
10.8
|
|
||
Operating profit margin
|
|
34.6
|
%
|
|
34.9
|
%
|
|
|
|
(30) bps.
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
2,509
|
|
|
$
|
2,867
|
|
|
(358
|
)
|
|
(12.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Bookings
|
|
$
|
78,586
|
|
|
$
|
69,184
|
|
|
9,402
|
|
|
13.6
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Cash provided by operating activities
|
$
|
19,910
|
|
|
$
|
7,565
|
|
Cash required by investing activities
|
(7,243
|
)
|
|
(12,593
|
)
|
||
Cash required by financing activities
|
(26,234
|
)
|
|
(1,864
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
89
|
|
|
302
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(13,478
|
)
|
|
$
|
(6,590
|
)
|
(in millions)
Description
|
Amount
|
|
Debt
Outstanding
|
|
Letters
of
Credit
|
|
Unused Capacity
|
|
Maturity
|
||||||||
Five-year revolving credit facility
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
|
$
|
244.9
|
|
|
May 2023
|
(a)
|
None.
|
(b)
|
None.
|
(c)
|
None.
|
APERGY CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
/s/ MICHAEL D. WHITE
|
|
|
Michael D. White
|
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
|
|
(Principal Accounting Officer and a Duly Authorized Officer)
|
|
|
|
|
|
Date:
|
May 3, 2019
|
|
|
|
|
Exhibit
No.
|
|
Exhibit Description
|
31.1
*
|
|
|
31.2
*
|
|
|
32.1
**
|
|
|
32.2
**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
* Filed herewith
|
||
** Furnished herewith
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Apergy Corporation (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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
|
(c)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date:
|
May 3, 2019
|
|
/s/ SIVASANKARAN SOMASUNDARAM
|
|
|
|
|
Sivasankaran Somasundaram
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Apergy Corporation (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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
|
(c)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date:
|
May 3, 2019
|
|
/s/ JAY A. NUTT
|
|
|
|
|
Jay A. Nutt
|
|
|
|
|
Senior Vice President and
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
Date:
|
May 3, 2019
|
|
/s/ SIVASANKARAN SOMASUNDARAM
|
|
|
|
|
Sivasankaran Somasundaram
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
Date:
|
May 3, 2019
|
|
/s/ JAY A. NUTT
|
|
|
|
|
Jay A. Nutt
|
|
|
|
|
Senior Vice President and
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|