championx-20220426
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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 26, 2022
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 26, 2022, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended March 31, 2022. 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 26, 2022 By:/s/ KENNETH M. FISHER
 
Kenneth M. Fisher
 Executive Vice President and Chief Financial Officer


Document

Exhibit 99.1

https://cdn.kscope.io/2673441cf50148789b6eddcdd1a375dc-championxlogo.jpg


ChampionX Reports First Quarter 2022 Results

Revenue of $866.0 million, increased 26% year-over-year, and 5% sequentially
Net income attributable to ChampionX of $36.7 million; adjusted net income of $45.5 million
Adjusted EBITDA of $124.8 million, increased 32% year-over-year, and decreased 6% sequentially
Cash from operating activities of $(43.1) million and free cash flow of $(61.0) million, driven by investment in working capital

THE WOODLANDS, TX, April 26, 2022 - ChampionX Corporation (NASDAQ: CHX) (“ChampionX” or the “Company”) today announced first quarter of 2022 results. Revenue was $866.0 million, net income attributable to ChampionX was $36.7 million, and adjusted EBITDA was $124.8 million. Income before income taxes margin was 5.1% and adjusted EBITDA margin was 14.4%. Cash from operating activities was $(43.1) million and free cash flow was $(61.0) million.

CEO Commentary

“As we approach the two-year anniversary of our transformational merger, we are proud of how well our organization has performed and adapted through the global pandemic, and amid unprecedented short-term supply chain and logistics bottlenecks, compounded by recent geopolitical events. I thank all our worldwide employees for their relentless dedication and commitment to serving our customers and communities well throughout a dynamic and volatile environment,” ChampionX’s President and Chief Executive Officer Sivasankaran “Soma” Somasundaram said.

“During the first quarter of 2022, we delivered solid results led by robust top-line growth. We generated revenue of $866 million, which increased 26% year-over-year, and 5% sequentially, driven by strong demand growth in both our international and North American markets. All our segments contributed to the growth. This solid top-line growth demonstrates the strong organic growth potential and execution capabilities of our global business. We delivered adjusted EBITDA of $125 million, which increased 32% year-over-year, but declined 6% sequentially, driven primarily by raw material and logistics inflation in our Chemical Technologies business. Both Drilling Technologies and Production & Automation Technologies delivered strong adjusted EBITDA margin performance, crossing 30% and 20%, respectively. Our teams are executing well and gaining traction on pricing and productivity initiatives, and we are increasingly confident that we will deliver meaningful margin expansion for the full year, targeting an exit 2022 adjusted EBITDA margin rate of 18%.

“We continued to deliver on merger integration synergies, and thanks to the diligent efforts of our team, we fully delivered the targeted annualized cost synergies of $125 million exiting the first quarter, sooner than our original objective of within 24 months of the merger closing.

“Working capital investments ahead of anticipated growth, and the timing of tax and other cash payments, impacted our cash generation in the first quarter. We expect our free cash flow profile to improve as we progress through this year. We ended the first quarter with $540 million of liquidity, including $177 million of cash and $363 million of available capacity on our revolving credit facility.

“As we look to the second quarter, we expect our top-line momentum to continue. We also expect volume improvements and price increase realization to offset raw material cost inflation, driving sequential margin improvement. On a consolidated basis, in the second quarter, we expect revenue to be between $875 million and $905 million, with growth expected in each of our businesses. We expect adjusted EBITDA of $134 million to $142 million.

“We are excited about the constructive demand tailwinds in our businesses that support a favorable multi-year outlook for our sector. The positive market fundamentals, combined with our top-line momentum and traction on pricing improvements, give us increasing confidence that we will deliver positive top-line and bottom-line growth,
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with meaningful margin expansion and solid cash generation for the full year and beyond. We are excited about our recently initiated regular cash dividend, and we remain committed to increasing value creation for our shareholders through our disciplined capital allocation. ChampionX has never been better positioned than we are today, through our differentiated technology and innovation capabilities, to help our customers maximize the value of their producing assets in sustainable and cost-effective ways, and I am honored to lead such a talented and motivated team.”

Production Chemical Technologies

Production Chemical Technologies revenue in the first quarter of 2022 was $515.0 million, an increase of $19.7 million, or 4%, sequentially, due to higher international volumes, continued sales increases in our North America business, and pricing realization.

Segment operating profit was $31.3 million and adjusted segment EBITDA was $66.9 million. Segment operating profit margin was 6.1%, a decrease of 514 basis points, sequentially, and adjusted segment EBITDA margin was 13.0%, a decrease of 365 basis points, sequentially, in each case due to certain raw materials inflation and higher supply chain costs, partially offset by higher sales volumes and pricing.

Production & Automation Technologies

Production & Automation Technologies revenue in the first quarter of 2022 was $220.3 million, an increase of $17.5 million, or 9%, sequentially, due to positive demand momentum for our shorter-cycle North American land-oriented product lines, and higher international volumes.

Revenue from digital products was $43.6 million in the first quarter of 2022, flat sequentially, and up 50% year-over-year.

Segment operating profit was $24.7 million and adjusted segment EBITDA was $45.0 million. Segment operating profit margin was 11.2%, an increase of 452 basis points, sequentially, and adjusted segment EBITDA margin was 20.4%, an increase of 104 basis points, sequentially, in each case to higher sales volumes and pricing.

Drilling Technologies

Drilling Technologies revenue in the first quarter of 2022 was $56.9 million, an increase of $6.8 million, or 14%, sequentially, due to the continued increase in North American and international land drilling activity.

Segment operating profit was $15.2 million and adjusted segment EBITDA was $17.3 million. Segment operating profit margin was 26.8%, an increase of 877 basis points, sequentially, and adjusted segment EBITDA margin was 30.5%, an increase of 401 basis points, sequentially, in each case due to higher sales volumes and favorable product mix.

Reservoir Chemical Technologies

Reservoir Chemical Technologies revenue remained flat sequentially with first quarter 2022 revenue of $39.9 million.

Segment operating loss was $3.5 million and adjusted segment EBITDA was a loss of $0.3 million, primarily due to raw materials inflation and higher supply chain costs.

Q1 2022 Other Business Highlights

ChampionX initiated a regular quarterly dividend of $0.075 per share of common stock.
The ChampionX Board of Directors approved a new $250 million share repurchase program.
ChampionX ranked first in customer satisfaction in five specific categories (Production Chemicals, Artificial Lift, Intelligent Sensors & Controls, Surface Production Equipment, and Completion Fluids), in a survey conducted by EnergyPoint Research, an independent customer satisfaction research firm.
Production & Automation Technologies introduced its HIGH RISETM series ESP pump line, with patented Oculus technology, which is engineered to significantly improve ESP system performance and longevity while also meaningfully reducing the carbon footprint of ESP operations.
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UNBRIDLED ESP Systems began providing service to a new IOC customer in the Permian Basin.
ChampionX released its XSPOC 3.2 production optimization software that further enhances economic analysis and AI modeling capabilities.
78% of Drilling Technologies revenue was generated from products that were less than three years old.

Conference Call Details

ChampionX Corporation will host a conference call on Wednesday, April 27, 2022, to discuss its first quarter 2022 financial results and outlook. The call will begin at 9:00 a.m. Eastern Time. Presentation materials that supplement the conference call will be 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 1-866-374-5140 in the United States or 1-404-400-0571 for international calls. Please call approximately 15 minutes prior to the scheduled start time and reference ChampionX conference call number 356911266.

A replay of the conference call will be available on ChampionX’s website or at https://onlinexperiences.com/Launch/QReg/ShowUUID=B4094CE5-3C61-427D-A29E-31F7171E3F4F&LangLocaleID=1033. Enter passcode EV00134065.

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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 net income attributable to ChampionX and adjusted diluted earnings per share attributable to ChampionX, provide useful information to investors regarding the Company’s financial condition and results of operations because they reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. In addition, free cash flow, free cash flow to adjusted EBITDA ratio, 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. Although 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, 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 most directly comparable GAAP measures is included in the accompanying financial tables.

This press release contains certain forward-looking non-GAAP financial measures, including adjusted EBITDA. The Company has not provided projected net income attributable to ChampionX or a reconciliation of projected adjusted EBITDA. Management cannot predict with a reasonable degree of accuracy certain of the necessary components of net income attributable to ChampionX, such as depreciation and amortization expense. As such, a reconciliation of projected adjusted EBITDA to projected net income attributable to ChampionX is not available without unreasonable effort. The actual amount of depreciation and amortization, in particular, and other amounts excluded from adjusted EBITDA will have a significant impact on net income attributable to ChampionX.

About ChampionX

ChampionX is 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. ChampionX’s products provide efficient and safe operations 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.


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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, 2021, 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



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CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
 March 31,December 31, March 31,
(in thousands, except per share amounts)202220212021
Revenue$865,960 $822,145 $684,888 
Cost of goods and services658,350 616,830 522,556 
Gross profit207,610 205,315 162,332 
Costs and expenses:
Selling, general and administrative expense150,360 139,449 143,478 
Interest expense, net11,363 11,037 13,971 
Other (income) expense, net1,320 4,873 (1,936)
Income before income taxes44,567 49,956 6,819 
Provision for income taxes6,394 6,190 2,782 
Net income38,173 43,766 4,037 
Less: Net income (loss) attributable to noncontrolling interest1,471 317 (1,735)
Net income attributable to ChampionX$36,702 $43,449 $5,772 
Earnings per share attributable to ChampionX:
Basic$0.18 $0.21 $0.03 
Diluted$0.18 $0.21 $0.03 
Weighted-average shares outstanding:
Basic203,079 202,320 200,580 
Diluted208,850 208,779 207,271 


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CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(in thousands)March 31, 2022December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents$177,109 $251,678 
Restricted cash3,500 3,500 
Receivables, net658,292 584,440 
Inventories, net625,540 542,910 
Prepaid expenses and other current assets70,848 78,372 
Total current assets1,535,289 1,460,900 
Property, plant and equipment, net762,234 776,813 
Goodwill705,097 702,867 
Intangible assets, net379,485 401,470 
Other non-current assets189,613 192,651 
Total assets$3,571,718 $3,534,701 
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt$26,850 $26,850 
Accounts payable508,825 473,561 
Other current liabilities296,200 301,914 
Total current liabilities831,875 802,325 
Long-term debt691,241 697,657 
Other long-term liabilities271,030 280,412 
Stockholders’ equity:
ChampionX stockholders’ equity1,792,231 1,770,645 
Noncontrolling interest(14,659)(16,338)
Total liabilities and equity$3,571,718 $3,534,701 


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CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 Three Months Ended March 31,
(in thousands)20222021
Cash flows from operating activities:  
Net income$38,173 $4,037 
Depreciation and amortization57,699 61,001 
(Gain) loss on disposal of fixed assets(5,070)1,954 
Receivables(73,262)30,019 
Inventories(81,283)(6,511)
Accounts payable27,184 36,227 
Leased assets(5,265)(1,138)
Other(1,301)(35,375)
Net cash flows from operating activities(43,125)90,214 
Cash flows from investing activities:  
Capital expenditures(30,597)(25,579)
Proceeds from sale of fixed assets12,731 912 
Acquisitions, net of cash acquired(3,198)— 
Net cash used for investing activities(21,064)(24,667)
Cash flows from financing activities:  
Repayment of long-term debt(6,713)(6,712)
Other(3,085)776 
Net cash used for financing activities(9,798)(5,936)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(582)(1,211)
Net increase (decrease) in cash and cash equivalents and restricted cash(74,569)58,400 
Cash and cash equivalents and restricted cash at beginning of period255,178 201,421 
Cash and cash equivalents and restricted cash at end of period$180,609 $259,821 


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CHAMPIONX CORPORATION
BUSINESS SEGMENT DATA
(UNAUDITED)
 Three Months Ended
March 31,December 31, March 31,
(in thousands)202220212021
Segment revenue:  
Production Chemical Technologies$514,972 $495,310 $412,371 
Production & Automation Technologies220,349 202,880 166,845 
Drilling Technologies56,859 50,068 34,994 
Reservoir Chemical Technologies39,900 39,790 29,891 
Corporate and other33,880 34,097 40,787 
Total revenue$865,960 $822,145 $684,888 
Income before income taxes: 
Segment operating profit (loss):  
Production Chemical Technologies$31,263 $55,539 $30,357 
Production & Automation Technologies24,710 13,574 5,362 
Drilling Technologies15,220 9,010 6,386 
Reservoir Chemical Technologies(3,469)(1,667)(3,228)
Total segment operating profit67,724 76,456 38,877 
Corporate and other11,794 15,463 18,087 
Interest expense, net11,363 11,037 13,971 
Income before income taxes$44,567 $49,956 $6,819 
Operating profit margin / income before income taxes margin:
Production Chemical Technologies6.1 %11.2 %7.4 %
Production & Automation Technologies11.2 %6.7 %3.2 %
Drilling Technologies26.8 %18.0 %18.2 %
Reservoir Chemical Technologies(8.7)%(4.2)%(10.8)%
ChampionX Consolidated5.1 %6.1 %1.0 %
Adjusted EBITDA
Production Chemical Technologies$66,876 $82,395 $56,025 
Production & Automation Technologies45,006 39,332 35,512 
Drilling Technologies17,319 13,242 7,292 
Reservoir Chemical Technologies(250)2,697 (558)
Corporate and other(4,123)(4,553)(4,025)
Adjusted EBITDA$124,828 $133,113 $94,246 
Adjusted EBITDA margin
Production Chemical Technologies13.0 %16.6 %13.6 %
Production & Automation Technologies20.4 %19.4 %21.3 %
Drilling Technologies30.5 %26.4 %20.8 %
Reservoir Chemical Technologies(0.6)%6.8 %(1.9)%
ChampionX Consolidated14.4 %16.2 %13.8 %

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

 Three Months Ended
March 31,December 31,March 31,
(in thousands)202220212021
Net income attributable to ChampionX$36,702 $43,449 $5,772 
Pre-tax adjustments:
Merger integration costs5,241 6,033 12,720 
Acquisition-related adjustments (1)
(3,512)(3,512)(3,512)
Restructuring and other related charges9,107 4,505 4,256 
Intellectual property defense363 2,477 (1,009)
Loss on extinguishment of debt— 2,391 — 
Gain on sale of Corsicana plant— 1,746 — 
Tax impact of adjustments(2,352)(2,864)(2,616)
Adjusted net income attributable to ChampionX45,549 54,225 15,611 
Tax impact of adjustments2,352 2,864 2,616 
Net income (loss) attributable to noncontrolling interest1,471 317 (1,735)
Depreciation and amortization57,699 58,480 61,001 
Provision for income taxes6,394 6,190 2,782 
Interest expense, net11,363 11,037 13,971 
Adjusted EBITDA$124,828 $133,113 $94,246 
_______________________
(1)    Includes revenue associated with the amortization of a liability established as part of the Merger, representing unfavorable terms under the Cross Supply Agreement.



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 Three Months Ended
March 31,December 31,March 31,
(in thousands)202220212021
Diluted earnings per share attributable to ChampionX$0.18 $0.21 $0.03 
Per share adjustments:
Merger integration costs0.03 0.03 0.06 
Acquisition-related adjustments(0.02)(0.02)(0.01)
Restructuring and other related charges0.04 0.02 0.02 
Intellectual property defense— 0.01 (0.01)
Loss on extinguishment of debt— 0.01 — 
Gain on sale of Corsicana plant— 0.01 — 
Tax impact of adjustments(0.01)(0.01)(0.01)
Adjusted diluted earnings per share attributable to ChampionX$0.22 $0.26 $0.08 


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Free Cash Flow

 Three Months Ended
March 31,December 31,March 31,
(in thousands)202220212021
Free Cash Flow  
Cash flows from operating activities$(43,125)$88,419 $90,214 
Less: Capital expenditures, net of proceeds from sale of fixed assets(17,866)(17,092)(24,667)
Free cash flow$(60,991)$71,327 $65,547 
Cash From Operating Activities to Revenue Ratio
Cash flows from operating activities$(43,125)$88,419 $90,214 
Revenue$865,960 $822,145 $684,888 
Cash from operating activities to revenue ratio(5)%11 %13 %
Free Cash Flow to Revenue Ratio 
Free cash flow$(60,991)$71,327 $65,547 
Revenue$865,960 $822,145 $684,888 
Free cash flow to revenue ratio(7)%%10 %
Free Cash Flow to Adjusted EBITDA Ratio
Free cash flow$(60,991)$71,327 $65,547 
Adjusted EBITDA$124,828 $133,113 $94,246 
Free cash flow to adjusted EBITDA ratio(49)%54 %70 %

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