Management's discussion and analysis is our analysis of our financial
performance, financial condition and significant trends that may affect our
future performance. It should be read in conjunction with the condensed
consolidated financial statements, and notes thereto, included elsewhere in this
report. It contains forward-looking statements including, without limitation,
statements relating to ChampionX's plans, strategies, objectives, expectations
and intentions that are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
often identified by the words "believe," "anticipate," "expect," "may,"
"intend," "foresee," "guidance," "estimate," "potential," "outlook," "plan,"
"should," "would," "could," "target," "forecast" and similar expressions,
including the negative thereof. We undertake no obligation to publicly update,
revise or correct any of our forward-looking statements after the date they are
made, whether as a result of new information, future events or otherwise, except
to the extent required under the federal securities laws. Readers are cautioned
that such forward-looking statements should be read in conjunction with the
disclosures under the heading "CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS."
In November 2020, the U.S. Securities and Exchange Commission (the "SEC")
adopted the final rule under SEC Release No. 33-10890, Management's Discussion
and Analysis, Selected Financial Data, and Supplementary Financial Information,
to modernize and simplify Management's Discussion and Analysis and certain
financial disclosure requirements. The final rule became effective on February
10, 2021 and must be applied in a registrant's first fiscal year ending on or
after August 9, 2021, however, under applicable SEC rules, early adoption is
permitted following the effective date. We have elected to early adopt these
amendments, including the sequential discussion of results within this section.
Given the cyclical nature of our industry over the past decade combined with the
short-cycle nature of our North American business, we believe this sequential
discussion provides a more relevant analysis of our business results.
EXECUTIVE OVERVIEW AND BUSINESS OUTLOOK
We are a global leader in chemistry solutions and highly engineered equipment
and technologies that help companies drill for and produce oil and gas safely,
efficiently and sustainably around the world. Our products provide efficient and
safe operations throughout the lifecycle of a well with a focus on the
production phase of wells. Our business is organized into four reportable
segments: Production Chemical Technologies, Production & Automation
Technologies, Drilling Technologies, and Reservoir Chemical Technologies.
On June 3, 2020, the Company and Ecolab completed a Reverse Morris Trust
transaction in which we acquired the Chemical Technologies business. In
association with the completion of the Merger, the Company has changed its name
from Apergy Corporation to ChampionX Corporation and its ticker symbol to "CHX".
See Note 2-Merger Transaction to our condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more
information.
Recent Events
On July 2, 2021, we acquired Scientific Aviation, Inc. ("Scientific"), a market
leader in site-specific and regional methane emissions monitoring solutions for
periodic and continuous monitoring applications. Under the terms of the
agreement, we paid an initial amount of $10.0 million, net of cash acquired. We
may also be required to make future payments of up to an additional
$10.0 million, contingent on the future performance of Scientific.
On September 7, 2021, we sold certain assets associated with our chemical
manufacturing plant in Corsicana, Texas, including
all of the property, plant and equipment associated therewith and all other
assets necessary to operate the plant. We received $68.8 million in cash and
recognized a net gain of $39.9 million. Proceeds from the sale were used to pay
a portion of the $90.0 million of the Notes redeemed on September 23, 2021.
Business Environment
We monitor macro-economic conditions and industry-specific drivers and key risk
factors affecting our business segments as we formulate our strategic plans and
make decisions related to allocating capital and human resources. Our business
segments provide a broad range of technologies and products to support oil and
gas production, exploration and development and the midstream sector. As a
result, we are substantially dependent upon global oil production levels, as
well as new investment activity levels in the oil and gas and midstream sectors.
Demand for our products, technologies and services is impacted by overall global
demand for oil and gas, ongoing depletion rates of existing oil and gas wells,
and our customers' willingness to
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invest in the exploration and development of new oil and gas resources. Our
customers determine their operating and capital budgets based on current and
expected future crude oil and natural gas prices, U.S. and worldwide rig count,
U.S. well completions and expectation of industry cost levels, among other
factors. Crude oil and natural gas prices are impacted by supply and demand,
which are influenced by geopolitical, macroeconomic, and local events, and have
historically been subject to substantial volatility and cyclicality. Rig count,
footage drilled, and exploration and production ("E&P") investment by oil and
gas operators have often been used as leading indicators for the level of
drilling and development activity and future production levels in the oil and
gas sector.
Market Conditions and Outlook
The novel coronavirus ("COVID-19") pandemic significantly disrupted the oil and
gas markets with unprecedented fluctuations in the supply and demand of crude
oil and resulting rapid decline of oil prices during 2020. In response to the
significant reduction in oil prices, customer spending for E&P activity
deteriorated at a rapid pace due to reduced drilling activities, lower budgeted
capital spending and options to reduce operating expenditures via cost cutting
initiatives.
Crude oil prices have increased throughout 2021, reaching multi-year highs in
the third quarter, due to an increase in demand as the global economy reopened
from the COVID-19 lockdowns coupled with continuing OPEC+ production
curtailments and reduced U.S. oil production resulting from COVID impacts and
public U.S. oil and gas companies focus on free cash generation and capital
investment restraints. The U.S. oil and gas rig count has also grown steadily
during 2021, although it remains below pre-pandemic levels and OPEC+ production
curtailments are being reduced. We continue to experience positive momentum
across the industry. However, as our sales volumes have increased, we are
experiencing raw material and logistics cost inflation and supply chain
constraints. Through the remainder of 2021 and into 2022, we expect continued
sales volume improvements, selling price increase realization, and cost synergy
delivery to offset raw material cost inflation.
CRITICAL ACCOUNTING ESTIMATES
Refer to our "Critical Accounting Estimates" included in Part II, Item 7 of our
Annual Report on Form 10-K for the year ended December 31, 2020, for a
discussion of our critical accounting estimates.
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