Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Apergy Corporation has senior notes outstanding, the payment obligations of which are fully and unconditionally guaranteed by certain 100-percent-owned subsidiaries of Apergy on a joint and several basis. The following financial information presents the results of operations, financial position and cash flows for:

• 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.

This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and related notes. As disclosed in Note 1—Basis Of Presentation And Summary Of Significant Accounting Policies, we have revised prior period financial statements for the years ended December 31, 2018 and 2017. The errors, which were immaterial to our previously filed consolidated financial statements, are not material to this disclosure. We have revised the Condensed Consolidating Statements of Income for the years ended December 31, 2018 and 2017 for Apergy Corporation, Subsidiary Guarantors, Subsidiary Non-guarantors, and Adjustments and eliminations. We have revised the Condensed Consolidating Balance Sheet as of December 31, 2018 for Apergy Corporation, Subsidiary Guarantors, Subsidiary Non-guarantors, and Adjustments and eliminations.

	Year Ended December 31, 2019
(in thousands)	Apergy Corporation			Subsidiary Guarantors		Subsidiary Non-guarantors			Adjustments and eliminations			Total
Product revenue	$	—		$	884,355	$	116,275		$	—		$	1,000,630
Other revenue	—			120,677		53,830			(43,886		)	130,621
Total revenue	—			1,005,032		170,105			(43,886		)	1,131,251
Cost of goods and services	—			654,440		143,962			(44,255		)	754,147
Gross profit	—			350,592		26,143			369			377,104
Selling, general and administrative expense	271			251,834		23,909			—			276,014
Interest expense, net	38,673			594		34			—			39,301
Other expense, net	—			937		1,666			—			2,603
Income (loss) before income taxes and equity in earnings of affiliates	(38,944		)	97,227		534			369			59,186
Provision for (benefit from) income taxes	(8,906		)	13,934		1,122			76			6,226
Income (loss) before equity in earnings of affiliates	(30,038		)	83,293		(588		)	293			52,960
Equity in earnings of affiliates	82,202			4,313		9,294			(95,809		)	—
Net income	52,164			87,606		8,706			(95,516		)	52,960
Net income attributable to noncontrolling interest	—			—		796			—			796
Net income attributable to Apergy	$	52,164		$	87,606	$	7,910		$	(95,516	)	$	52,164
Comprehensive income attributable to Apergy	$	51,033		$	86,077	$	8,296		$	(94,373	)	$	51,033

	Year Ended December 31, 2018
(in thousands)	Apergy Corporation			Subsidiary Guarantors		Subsidiary Non-guarantors			Adjustments and eliminations			Total
Product revenue	$	—		$	965,057	$	125,161		$	—		$	1,090,218
Other revenue	—			126,508		45,112			(43,682		)	127,938
Total revenue	—			1,091,565		170,273			(43,682		)	1,218,156
Cost of goods and services	—			696,874		147,255			(42,977		)	801,152
Gross profit	—			394,691		23,018			(705		)	417,004
Selling, general and administrative expense	1,614			241,796		21,537			—			264,947
Interest expense, net	26,973			633		42			—			27,648
Other expense, net	—			1,322		1,733			1			3,056
Income before income taxes and equity in earnings of affiliates	(28,587		)	150,940		(294		)	(706		)	121,353
Benefit from income taxes	(8,727		)	38,395		(1,358		)	(148		)	28,162
Income before equity in earnings of affiliates	(19,860		)	112,545		1,064			(558		)	93,191
Equity in earnings of affiliates	112,597			25,652		45,308			(183,557		)	—
Net income	92,737			138,197		46,372			(184,115		)	93,191
Net income attributable to noncontrolling interest	—			—		454			—			454
Net income attributable to Apergy	$	92,737		$	138,197	$	45,918		$	(184,115	)	$	92,737
Comprehensive income attributable to Apergy	$	79,983		$	136,893	$	34,466		$	(171,359	)	$	79,983

	Year Ended December 31, 2017
(in thousands)	Apergy Corporation		Subsidiary Guarantors			Subsidiary Non-guarantors			Adjustments and eliminations			Total
Product revenue	$	—	$	799,337		$	123,355		$	—		$	922,692
Other revenue	—		82,725			41,152			(36,103		)	87,774
Total revenue	—		882,062			164,507			(36,103		)	1,010,466
Cost of goods and services	—		585,592			140,717			(35,911		)	690,398
Gross profit	—		296,470			23,790			(192		)	320,068
Selling, general and administrative expense	—		201,797			19,610			—			221,407
Interest expense, net	—		834			29			—			863
Other expense, net	—		10,169			(726		)	—			9,443
Income before income taxes and equity in loss of affiliates	—		83,670			4,877			(192		)	88,355
Benefit from income taxes	—		(10,510		)	(11,587		)	(67		)	(22,164		)
Income before equity in loss of affiliates	—		94,180			16,464			(125		)	110,519
Equity in earnings of affiliates	109,589		21,294			10,335			(141,218		)	—
Net income	109,589		115,474			26,799			(141,343		)	110,519
Net income attributable to noncontrolling interest	—		—			930			—			930
Net income attributable to Apergy	$	109,589	$	115,474		$	25,869		$	(141,343	)	$	109,589
Comprehensive income attributable to Apergy	$	116,830	$	118,354		$	30,231		$	(148,585	)	$	116,830

	December 31, 2019
(in thousands)	Apergy Corporation		Subsidiary Guarantors			Subsidiary Non-guarantors			Adjustments and eliminations			Total
Assets
Cash and cash equivalents	$	108	$	21,705		$	13,477		$	—		$	35,290
Receivables	572		190,101			39,000			(9,799		)	219,874
Inventories, net	—		181,596			31,015			(1,269		)	211,342
Prepaid expenses and other current assets	40		25,571			1,323			—			26,934
Total current assets	720		418,973			84,815			(11,068		)	493,440
Property, plant and equipment, net	—		236,295			11,886			—			248,181
Goodwill	—		639,281			271,832			—			911,113
Advances due from affiliates	495,699		20,582			87,686			(603,967		)	—
Investment in subsidiaries	1,095,712		683,003			552,386			(2,331,101		)	—
Intangible assets, net	—		168,711			69,996			—			238,707
Other assets	3,074		20,426			7,884			—			31,384
Total assets	1,595,205		2,187,271			1,086,485			(2,946,136		)	1,922,825
Liabilities and Equity
Accounts payable	60		102,120			27,910			(9,799		)	120,291
Accrued compensation and employee benefits	—		31,974			6,496			—			38,470
Current portion of finance lease liabilities	—		4,745			100			—			4,845
Accrued expenses and other current liabilities	3,639		28,627			5,078			(1,269		)	36,075
Total current liabilities	3,699		167,466			39,584			(11,068		)	199,681
Advances due to affiliates	—		583,386			20,581			(603,967		)	—
Long-term debt	555,292		4,388			141			—			559,821
Deferred income taxes	—		68,286			15,774			—			84,060
Other long-term liabilities	—		36,610			6,439			—			43,049
Total liabilities	558,991		860,136			82,519			(615,035		)	886,611
Equity:
Stockholders’ capital	1,036,214		1,336,012			1,035,872			(2,331,101		)	1,076,997
Accumulated other comprehensive loss	—		(8,877		)	(35,160		)	—			(44,037		)
Total stockholders’ equity	1,036,214		1,327,135			1,000,712			(2,331,101		)	1,032,960
Noncontrolling interest	—		—			3,254			—			3,254
Total equity	1,036,214		1,327,135			1,003,966			(2,331,101		)	1,036,214
Total liabilities and equity	$	1,595,205	$	2,187,271		$	1,086,485		$	(2,946,136	)	$	1,922,825

	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		231,718			35,019			(17,044		)	251,436
Inventories, net	—		190,117			30,936			(1,632		)	219,421
Prepaid expenses and other current assets	24,583		15,387			3,106			(24,542		)	18,534
Total current assets	26,434		464,755			83,252			(43,218		)	531,223
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	1,008,325		682,545			540,622			(2,231,492		)	—
Intangible assets, net	—		198,531			85,157			—			283,688
Other assets	3,996		2,818			2,078			—			8,892
Total assets	1,639,557		2,227,978			1,078,167			(2,972,586		)	1,973,116
Liabilities and Equity
Accounts payable	22		123,812			33,335			(17,044		)	140,125
Accrued compensation and employee benefits	—		35,278			5,268			—			40,546
Current portion of finance lease liabilities	—		4,320			—			—			4,320
Accrued expenses and other current liabilities	4,929		46,458			3,548			(26,174		)	28,761
Total current liabilities	4,951		209,868			42,151			(43,218		)	213,752
Intercompany notes payable	—		683,700			14,176			(697,876		)	—
Long-term debt	658,623		4,462			122			—			663,207
Deferred income taxes	—		79,344			20,428			—			99,772
Other long-term liabilities	—		19,441			961			—			20,402
Total liabilities	663,574		996,815			77,838			(741,094		)	997,133
Equity:
Stockholders’ capital	975,983		1,238,517			1,033,423			(2,231,492		)	1,016,431
Accumulated other comprehensive loss	—		(7,354		)	(35,552		)	—			(42,906		)
Total stockholders’ equity	975,983		1,231,163			997,871			(2,231,492		)	973,525
Noncontrolling interest	—		—			2,458			—			2,458
Total equity	975,983		1,231,163			1,000,329			(2,231,492		)	975,983
Total liabilities and equity	$	1,639,557	$	2,227,978		$	1,078,167		$	(2,972,586	)	$	1,973,116

	Year Ended December 31, 2019
(in thousands)	Apergy Corporation			Subsidiary Guarantors			Subsidiary Non-guarantors			Adjustments and eliminations		Total
Cash provided (required) by operating activities	$	(48,970	)	$	204,877		$	(8	)	$	—	$	155,899
Cash provided (required) by investing activities:
Capital expenditures	—			(37,725		)	(2,055		)	—		(39,780		)
Proceeds from sale of property, plant and equipment	—			4,580			18			—		4,598
Payment on sale of business	—			(2,194		)	—			—		(2,194		)
Acquisitions	—			(12,500		)	—			—		(12,500		)
Net cash required by investing activities	—			(47,839		)	(2,037		)	—		(49,876		)
Cash provided (required) by financing activities:
Proceeds from long-term debt, net of discounts	36,500			—			—			—		36,500
Repayment of long-term debt	(141,500		)	—			—			—		(141,500		)
Advances due to (from) affiliates	153,970			(155,578		)	1,608			—		—
Payments on capital lease obligations	—			(5,493		)	(62		)	—		(5,555		)
Payments related to taxes withheld on stock-based	—			(1,795		)	(53		)	—		(1,848		)
Net cash provided (required) by financing activities	48,970			(162,866		)	1,493			—		(112,403		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(162		)	—		(162		)
Net (increase) decrease in cash and cash equivalents	—			(5,828		)	(714		)	—		(6,542		)
Cash and cash equivalents at beginning of period	108			27,533			14,191			—		41,832
Cash and cash equivalents at end of period	$	108		$	21,705		$	13,477		$	—	$	35,290

	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 the sale of businesses	—			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 of 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 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