DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2021

DISCONTINUED OPERATIONS.

DISCONTINUED OPERATIONS

5. Discontinued Operations

On June 3, 2020, the Company effected the split-off of ChampionX through an offer to exchange (the “Exchange Offer”) all shares of ChampionX common stock owned by Ecolab for outstanding shares of Ecolab common stock. In the Exchange Offer, which was oversubscribed, the Company accepted approximately 5.0 million shares of Ecolab common stock in exchange for approximately 122.2 million shares of ChampionX common stock. In the Merger, each outstanding share of ChampionX common stock was converted into the right to receive one share of Apergy common stock, and ChampionX survived the Merger as a wholly owned subsidiary of ChampionX Corporation. In connection with and in accordance with the terms of the Transaction, prior to the consummation of the Exchange Offer and the Merger, ChampionX distributed $527.4 million in cash to Ecolab.

The following is a summary of the assets and liabilities transferred to ChampionX as part of the separation:

(millions)
Assets:
Cash and cash equivalent	$60.6
Current assets	810.5
Non-current assets	3,222.3
	4,093.4
Liabilities:
Current liabilities	313.0
Non-current liabilities	293.7
	606.7
Net assets distributed to ChampionX	($3,486.7)
Fair value of shares exchanged	1,051.4
Cash received from ChampionX	527.4
Consideration received less net assets	(1,907.9)
ChampionX cumulative translation adjustment ("CTA") write-off	(229.9)
Loss on separation	($2,137.8)

The Company accounted for this transaction as a sale and recognized a loss based on ChampionX net assets exceeding the effective proceeds.

The ChampionX business, as discussed in Note 1, met the criteria to be reported as discontinued operations because the separation of the ChampionX business was a strategic shift in business that had a major effect on the Company’s operations and financial results. The historical financial results of the ChampionX business are reflected in the Company’s consolidated financial statements as discontinued operations, for all periods presented, and assets and liabilities were retrospectively reclassified as assets and liabilities of discontinued operations.

Summarized results of the Company’s discontinued operations are as follows:

(millions)	2021		2020		2019
Product and equipment sales		$-		$858.9		$2,109.9
Service and lease sales		-		99.6		234.4
Net sales		-		958.5		2,344.3
Product and equipment cost of sales		-		621.7		1,488.9
Service and lease cost of sales		-		80.4		188.7
Cost of sales (including special charges)		-		702.1		1,677.6
Selling, general and administrative expenses		-		180.5		406.7
Special (gains) and charges		-		2,221.7		91.4
Operating income		-		(2,145.8)		168.6
Other (income) expense		-		0.3		0.7
Interest expense (income), net		-		0.2		0.5
Income before income taxes		-		(2,146.3)		167.4
Provision for income taxes		-		24.0		34.1
Net loss including noncontrolling interest		-		(2,170.3)		133.3
Net income attributable to noncontrolling interest		-		2.2		-
Net loss from discontinued operations, net of tax		$-		($2,172.5)		$133.3

Special (gains) and charges of $2,221.7 million and $91.4 million in 2020 and 2019, respectively, primarily relate to the loss on sale, professional fees incurred to support the Transaction and restructuring charges specifically related to the ChampionX business. These charges have been included as a component of both cost of sales and special (gains) and charges in discontinued operations.

The Company also recognized discrete tax expense primarily related to friction costs associated with ChampionX separation activity of $22.7 million during 2020 that is allocated within discontinued operations tax expense.

In connection with the Transaction, the Company entered into agreements with ChampionX and Apergy to effect the separation and to provide a framework for the relationship following the separation, which included a Separation and Distribution Agreement, an Intellectual Property Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Tax Matters Agreement. Transition services primarily involve the Company providing certain services to ChampionX related to general and administrative services for terms of up to 18 months following the separation. The amounts billed for transition services provided under the above agreements were $12.5 million and $14.3 million during 2021 and 2020, respectively.

The Company also entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period up to 36 months. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales, while purchases from ChampionX are recorded in inventory. Sales of product to ChampionX post-separation for 2021 and 2020 were $139.4 million and $99.7 million, respectively. As of December 31, 2021, the Company had an outstanding accounts receivable balance for sales of product to ChampionX of $17.9 million.