championx-20210428
0001723089false00017230892021-04-282021-04-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 28, 2021
Date of Report (Date of earliest event reported)

ChampionX Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 001-38441 82-3066826
(State or other jurisdiction
of incorporation)
 (Commission File Number) (I.R.S. Employer Identification No.)
2445 Technology Forest Blvd
Building 4, 12th Floor
The Woodlands, Texas 77381
(Address of principal executive offices and zip code)
(281) 403-5772
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueCHXThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 2.02    Results of Operations and Financial Condition.

On April 28, 2021, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended March 31, 2021. A copy of the news release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, (“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by ChampionX Corporation under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
Exhibit
No.
  Description
99.1  




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 ChampionX Corporation
Date:April 28, 2021 By:/s/ KENNETH M. FISHER
 
Kenneth M. Fisher
 Executive Vice President and Chief Financial Officer


Document

Exhibit 99.1

https://cdn.kscope.io/e52a86ea5cc71233d4faf6f7b0a40a68-championxlogo1.jpg


ChampionX Reports First Quarter 2021 Results

Revenue of $684.9 million
Net income attributable to ChampionX of $5.8 million; adjusted net income of $15.6 million
Adjusted EBITDA of $94.2 million
Cash from operating activities of $90.2 million and free cash flow of $64.6 million (9% of revenue)

THE WOODLANDS, TX, April 28, 2021 - ChampionX Corporation (“ChampionX”) (NASDAQ: CHX) (“the Company”) today announced first quarter of 2021 results. Revenue was $684.9 million, net income attributable to ChampionX was $5.8 million, and adjusted EBITDA was $94.2 million. Income before income taxes margin was 1.0%, and adjusted EBITDA margin was 13.8%. Cash provided by operating activities was $90.2 million, and free cash flow was $64.6 million.

CEO Commentary

“As we approach the one-year anniversary of our transformational merger, we could not be more proud of how well our organization has performed amid the unprecedented short-term energy market imbalances which resulted from the global pandemic. Our employees around the world have remained laser-focused on serving our customers and communities. I am grateful to them for their dedication to our corporate purpose of improving lives,” ChampionX’s President and Chief Executive Officer Sivasankaran “Soma” Somasundaram said.

“During the first quarter of 2021, our team resiliently navigated the challenges of supplying products to our customers while facing unprecedented raw materials supply chain disruptions across the Gulf Coast petrochemical complex resulting from Winter Storm Uri. We delivered adjusted EBITDA of $94 million on revenue of $685 million, which declined 3% sequentially, as growth in our shorter-cycle North American land-oriented businesses was offset by expected seasonality in our international operations.

“We continued to demonstrate our strong positive free cash flow profile generating free cash flow of $65 million, which represented 9% of our revenue during the period. We ended the quarter with $611 million of liquidity, including $260 million of cash and $351 million of available capacity on our revolver. We repaid $7 million of debt during the quarter. We remain committed to further reduction of leverage through debt repayment this year. We have provided notice to the holders of our 6.375% Senior Notes due 2026 (the “Notes”) this week that we are redeeming $55 million in principal amount of the Notes on May 7, 2021 at 104.781%, according to the terms on the Notes.

“We continue strong execution on merger integration and remain on track to deliver the full targeted cost synergies of $125 million within 24 months of the merger closing. We exited the first quarter at a $91 million run rate.

“As we look to the second quarter, we expect continued positive momentum in our shorter-cycle North American businesses and a seasonal uptick in our international operations. We anticipate some additional short-term raw materials cost inflation, but with continued volume improvements, pricing realization and cost synergy delivery, we expect meaningful margin rate improvement in the second half, enabling us to exit this year with a higher margin rate than our 2020 exit rate. On a consolidated basis, in the second quarter we expect revenue to be between $700 million and $740 million, driven by our production-oriented businesses, and we expect adjusted EBITDA of $97 million to $105 million.

“As the nascent global economic recovery gains momentum in the second half of this year and beyond, we remain focused on our strategic priorities, disciplined operating model and rigorous capital allocation approach. Our differentiated products and technology, strong free cash flow generation, and enhanced production-focused portfolio, coupled with our strong and motivated team, will enable us to be a long-term winner as the energy industry continues its evolution.”

1


Production Chemical Technologies

Production Chemical Technologies revenue in the first quarter of 2021 was $412.4 million, a decline of $34.3 million, or 8%, sequentially, due to lower seasonal international volumes and lower sales due to lost oil and gas production from Winter Storm Uri.

Segment operating profit was $30.4 million and adjusted segment EBITDA was $56.0 million. Segment operating profit margin was 7.4%. Adjusted segment EBITDA margin was 13.6%, a decline of 380 basis points, sequentially, due to the aforementioned lower sales volumes, certain raw materials inflation, network supply chain disruptions stemming from shutdowns of Gulf Coast petrochemical complex, and incremental costs to repair and start-up certain ChampionX facilities subsequent to the winter storm.

Production & Automation Technologies

Production & Automation Technologies revenue in the first quarter of 2021 was $166.8 million, an increase of $8.1 million, or 5%, sequentially, due to continued positive demand momentum for our shorter-cycle North American land-oriented product lines.

Revenue from digital products was $23.5 million in the first quarter of 2021, an increase of $1.7 million, or 8%, compared to $21.8 million in the fourth quarter of 2020.

Segment operating profit was $5.4 million, and adjusted segment EBITDA was $35.5 million. Segment operating profit margin was 3.2%. Adjusted segment EBITDA margin was 21.3%, an increase of 280 basis points, sequentially, due to higher sales volumes and favorable product mix.

Drilling Technologies

Drilling Technologies revenue in the first quarter of 2021 was $35.0 million, an increase of $11.4 million, or 48%, sequentially, due to the continued increase in U.S. land drilling activity and customer restocking of polycrystalline diamond cutter inventories.

Segment operating profit was $6.4 million, and adjusted segment EBITDA was $7.3 million. Segment operating profit margin was 18.2%. Adjusted segment EBITDA margin was 20.8%, an increase of 1,010 basis points, sequentially, due to higher volumes.

Reservoir Chemical Technologies

Reservoir Chemical Technologies revenue in the first quarter of 2021 was $29.9 million, a decrease of $1.0 million, or 3%, sequentially, mainly due to delayed U.S. well completions activity during the severe winter storm in February.

Segment operating loss was $3.2 million, and adjusted segment EBITDA was a negative $0.6 million. Segment operating loss margin was 10.8%. Adjusted segment EBITDA margin was (1.9)%, a decrease of 900 basis points, sequentially, due to lower volumes, raw materials inflation, and network supply chain disruptions stemming from Winter Storm Uri.

Other Business Highlights

ChampionX was recognized as the leader in total customer satisfaction in oilfield products for 2021, as well as first in eight specific categories, in a survey conducted by EnergyPoint Research, an independent customer satisfaction research firm.
Production Chemical Technologies secured key customer contract wins in the Permian and Latin America regions.
Reservoir Chemical Technologies experienced continued customer uptake with leading U.S. E&P operators, further advancing our direct sales model.
ChampionX Artificial Lift launched the latest release of its production optimization software, XSPOC 3.1. XSPOC software identifies and diagnoses anomalies in artificially lifted wells, and recommends steps to optimize system performance. XSPOC 3.1 has the added feature of helping operators pinpoint the idle time that allows the well to cycle the fewest number of times without losing production.
2


During the first quarter of 2021, 73% of Drilling Technologies revenue was generated from products that were less than three years old.
Drilling Technologies received a favorable settlement on a patent infringement case, illustrating the strong intellectual property of our technology portfolio.
Drilling Technologies achieved a trailing 12-month TRIR (Total Recordable Incident Rate) of 0.0.
ChampionX recently announced the completion of an investment in QLM Technology, which has developed a revolutionary quantum gas camera with a unique ability to detect, visualize and quantify emissions of methane, helping organizations to achieve net zero emissions through mitigation of sources.

Conference Call Details

ChampionX Corporation will host a conference call on Thursday, April 29, 2021, to discuss its first quarter 2021 financial results. The call will begin at 10:00 a.m. Eastern Time. Presentation materials that supplement the conference call are available on ChampionX’s website at investors.championx.com.

To listen to the call via a live webcast, please visit ChampionX’s website at investor.championx.com. The call will also be available by dialing 1-888-424-8151 in the United States and Canada or 1-847-585-4422 for international calls. Please call approximately 15 minutes prior to the scheduled start time and reference ChampionX conference call number 7046887.

A replay of the conference call will be available on ChampionX’s website or at https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=B7BCD101-CA65-498C-B087-564E775B0FF1&LangLocaleID =1033. Enter passcode 50141845.


###



About Non-GAAP Measures

In addition to financial results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), this news release presents non-GAAP financial measures. Management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted segment EBITDA, adjusted segment EBITDA margin, adjusted net income attributable to ChampionX and adjusted diluted earnings per share attributable to ChampionX, reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. In addition, free cash flow and free cash flow to revenue ratio are used by management to measure our ability to generate positive cash flow for debt reduction and to support our strategic objectives. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the comparable GAAP measures is included in the accompanying financial tables.

This press release also contains certain forward-looking non-GAAP financial measures, including adjusted EBITDA. Due to the forward-looking nature of the aforementioned non-GAAP financial measure, management cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as net income. Accordingly, we are unable to present a quantitative reconciliation of such forward looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures. Amounts excluded from these non-GAAP measures in future periods could be significant. Management believes the aforementioned non-GAAP financial measures are good tools for internal use and the investment community in evaluating ChampionX’s overall financial performance.

About ChampionX

ChampionX (formerly known as Apergy Corporation) is a global leader in chemistry solutions and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely and efficiently around the world. ChampionX’s products provide efficient functioning throughout the lifecycle of a well with a focus on the production phase of wells. To learn more about ChampionX, visit our website at www.championX.com.

3


Forward-Looking Statements
This news release contains statements relating to future actions and results, which are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, ChampionX's market position and growth opportunities.  Forward-looking statements include statements related to ChampionX’s expectations regarding the performance of the business, financial results, liquidity and capital resources of ChampionX. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, changes in economic, competitive, strategic, technological, tax, regulatory or other factors that affect the operations of ChampionX’s businesses. You are encouraged to refer to the documents that ChampionX files from time to time with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” in ChampionX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in ChampionX’s other filings with the SEC. Readers are cautioned not to place undue reliance on ChampionX’s forward-looking statements. Forward-looking statements speak only as of the day they are made and ChampionX undertakes no obligation to update any forward-looking statement, except as required by applicable law.
    
Investor Contact: Byron Pope
byron.pope@championx.com
281-602-0094

Media Contact: John Breed
john.breed@championx.com
281-403-5751



4


CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
Three Months Ended
 Mar 31,Dec 31,Mar 31,
(in thousands, except per share amounts)202120202020
Revenue$684,888 $706,122 $261,434 
Cost of goods and services522,556 539,979 179,095 
Gross profit162,332 166,143 82,339 
Selling, general and administrative expense143,478 132,811 78,143 
Goodwill and long-lived asset impairment— — 657,251 
Interest expense, net13,971 15,495 9,039 
Other (income) expense, net(1,936)(1,170)(1,633)
Income (loss) before income taxes6,819 19,007 (660,461)
Provision for (benefit from) income taxes2,782 11,526 (27,006)
Net income (loss)4,037 7,481 (633,455)
Less: Net income (loss) attributable to noncontrolling interest(1,735)124 273 
Net income (loss) attributable to ChampionX$5,772 $7,357 $(633,728)
Earnings (loss) per share attributable to ChampionX:
Basic$0.03 $0.04 $(8.18)
Diluted$0.03 $0.04 $(8.18)
Weighted-average shares outstanding:
Basic200,580 199,913 77,477 
Diluted207,271 204,825 77,477 


5


CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(in thousands)March 31, 2021December 31, 2020
Assets
Cash and cash equivalents$259,821 $201,421 
Receivables, net528,142 559,545 
Inventories, net435,272 430,112 
Prepaid expenses and other current assets78,019 74,767 
Total current assets1,301,254 1,265,845 
Property, plant and equipment, net833,256 854,536 
Goodwill686,455 680,594 
Intangible assets, net457,275 479,009 
Other non-current assets197,549 195,792 
Total assets$3,475,789 $3,475,776 
Liabilities
Current portion of long-term debt$26,850 $26,850 
Accounts payable333,765 299,666 
Other current liabilities271,820 296,044 
Total current liabilities632,435 622,560 
Long-term debt899,469 905,764 
Other long-term liabilities314,779 334,877 
Equity
ChampionX stockholders’ equity1,644,769 1,625,971 
Noncontrolling interest(15,663)(13,396)
Total liabilities and equity$3,475,789 $3,475,776 


6


CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 Three Months Ended March 31,
(in thousands)20212020
Cash provided by (used for) operating activities:  
Net income (loss)$4,037 $(633,455)
Depreciation39,150 16,970 
Amortization21,851 12,862 
Goodwill and long-lived asset impairment— 657,251 
Receivables30,019 (6,740)
Inventories(6,511)6,587 
Accounts payable36,227 3,068 
Leased assets(1,138)(7,972)
Other(33,421)(19,349)
Net cash provided by operating activities90,214 29,222 
Cash provided by (used for) investing activities:  
Capital expenditures(25,579)(7,467)
Proceeds from sale of fixed assets912 721 
Net cash used for investing activities(24,667)(6,746)
Cash provided by (used for) financing activities:  
Repayment of long-term debt(6,701)— 
Debt issuance costs— (1,284)
Other765 (1,860)
Net cash used for financing activities(5,936)(3,144)
Effect of exchange rate changes on cash and cash equivalents(1,211)(986)
Net increase (decrease) in cash and cash equivalents58,400 18,346 
Cash and cash equivalents at beginning of period201,421 35,290 
Cash and cash equivalents at end of period$259,821 $53,636 


7


CHAMPIONX CORPORATION
BUSINESS SEGMENT DATA
(UNAUDITED)

 Three Months Ended
Mar 31,Dec 31,Mar 31,
(in thousands)202120202020
Segment revenue:  
Production Chemical Technologies$412,371 $446,652 $— 
Production & Automation Technologies166,845 158,777 205,479 
Drilling Technologies34,994 23,568 55,955 
Reservoir Chemical Technologies29,891 30,937 — 
Corporate and other40,787 46,188 — 
Total revenue$684,888 $706,122 $261,434 
Income (loss) before income taxes: 
Segment operating profit (loss):  
Production Chemical Technologies$30,357 $49,200 $— 
Production & Automation Technologies5,362 (4,724)(648,591)
Drilling Technologies6,386 153 11,359 
Reservoir Chemical Technologies(3,228)432 — 
Total segment operating profit (loss)38,877 45,061 (637,232)
Corporate and other18,087 10,559 14,190 
Interest expense, net13,971 15,495 9,039 
Income (loss) before income taxes$6,819 $19,007 $(660,461)
Operating profit margin / income (loss) before income taxes margin:
Production Chemical Technologies7.4 %11.0 %— %
Production & Automation Technologies3.2 %(3.0)%(315.6)%
Drilling Technologies18.2 %0.6 %20.3 %
Reservoir Chemical Technologies(10.8)%1.4 %— %
ChampionX Consolidated1.0 %2.7 %(252.6)%
Adjusted EBITDA
Production Chemical Technologies$56,025 $77,872 $— 
Production & Automation Technologies35,512 29,345 40,031 
Drilling Technologies7,292 2,525 15,770 
Reservoir Chemical Technologies(558)2,204 — 
Corporate and other(4,025)(3,301)(2,543)
Adjusted EBITDA$94,246 $108,645 $53,258 
Adjusted EBITDA margin
Production Chemical Technologies13.6 %17.4 %— %
Production & Automation Technologies21.3 %18.5 %19.5 %
Drilling Technologies20.8 %10.7 %28.2 %
Reservoir Chemical Technologies(1.9)%7.1 %— %
ChampionX Consolidated13.8 %15.4 %20.4 %

8


CHAMPIONX CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

 Three Months Ended
Mar 31,Dec 31,Mar 31,
(in thousands)202120202020
Net income (loss) attributable to ChampionX$5,772 $7,357 $(633,728)
Pre-tax adjustments:
Acquisition and integration related costs (1)
12,720 5,854 11,508 
Restructuring and other related charges4,256 4,971 2,766 
Intellectual property defense(1,009)478 211 
Acquisition-related adjustments (2)
(3,512)(2,878)— 
Professional fees related to material weakness remediation and impairment analysis (3)
— 512 2,744 
Separation and supplemental benefit costs— 105 368 
Goodwill and long-lived asset impairment (4)
— — 657,251 
Tax impact of adjustments (5)
(2,616)(2,070)(39,122)
Adjusted net income (loss) attributable to ChampionX15,611 14,329 1,998 
Tax impact of adjustments (5)
2,616 2,070 39,122 
Net income (loss) attributable to noncontrolling interest(1,735)124 273 
Depreciation and amortization61,001 65,101 29,832 
Provision for (benefit from) income taxes2,782 11,526 (27,006)
Interest expense, net13,971 15,495 9,039 
Adjusted EBITDA$94,246 $108,645 $53,258 
Diluted earnings (loss) per share attributable to ChampionX:
Reported$0.03 $0.04 $(8.18)
Adjusted$0.08 $0.07 $0.03 
_______________________
(1)    Includes costs primarily related to the Merger of Chemical Technologies of $0.4 million, $0.9 million and $7.9 million for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020, respectively. Additionally, we incurred professional fees related to the integration of Chemical Technologies of $12.3 million, $4.9 million and $3.7 million for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020, respectively.
(2)    Includes revenue associated with the amortization of a liability established as part of the Merger, representing unfavorable terms under the Cross Supply Agreement. For the three months ended December 31, 2020, this is offset by incremental expense related to the step-up of inventory value resulting from the purchase accounting entries.
(3)    Includes professional fees related to the remediation of material weaknesses identified during 2019 as well as professional fees incurred in connection with the goodwill impairment charge recognized during the three months ended March 31, 2020.
(4)    Includes charges for goodwill and long-lived asset impairments in our Production & Automation Technologies segment.
(5) We generally tax effect adjustments using a combined federal and state statutory income tax rate. The impairment loss for three months ended March 31, 2020 includes non-taxable goodwill of $560.1 million.



9


 Three Months Ended
Mar 31,Dec 31,Mar 31,
(in thousands)202120202020
Diluted earnings (loss) per share attributable to ChampionX$0.03 $0.04 $(8.18)
Per share adjustments:
Acquisition and integration related costs0.06 0.03 0.15 
Restructuring and other related charges0.02 0.02 0.04 
Goodwill and long-lived asset impairment— — 8.48 
Acquisition-related adjustments(0.01)(0.01)— 
Professional fees related to material weakness remediation and impairment analysis— — 0.04 
Intellectual property defense(0.01)— — 
Tax impact of adjustments(0.01)(0.01)(0.50)
Adjusted diluted earnings (loss) per share attributable to ChampionX$0.08 $0.07 $0.03 


10





Free Cash Flow

 Three Months Ended
Mar 31,Dec 31,Mar 31,
(in thousands)202120202020
Free Cash Flow  
Cash provided by operating activities$90,214 $120,608 $29,222 
Less: Capital expenditures(25,579)(12,994)(7,467)
Free cash flow$64,635 $107,614 $21,755 
Cash From Operating Activities to Revenue Ratio
Cash provided by operating activities$90,214 $120,608 $29,222 
Revenue$684,888 $706,122 $261,434 
Cash from operating activities to revenue ratio13 %17 %11 %
Free Cash Flow to Revenue Ratio 
Free cash flow$64,635 $107,614 $21,755 
Revenue$684,888 $706,122 $261,434 
Free cash flow to revenue ratio%15 %%
Free Cash Flow to Adjusted EBITDA Ratio
Free cash flow$64,635 $107,614 $21,755 
Adjusted EBITDA$94,246 $108,645 $53,258 
Free cash flow to adjusted EBITDA ratio69 %99 %41 %

11