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 |