championx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38441

ChampionX Corporation

(Exact name of registrant as specified in its charter)


Delaware		82-3066826
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2445 Technology Forest Blvd,	Building 4, 12th Floor
The Woodlands,	Texas	77381
(Address of principal executive offices)		(Zip Code)

(281) 403-5772

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	CHX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had 191.4 million shares of common stock, $0.01 par value, outstanding as of April 24, 2025.

CHAMPIONX CORPORATION

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Income	1
	Condensed Consolidated Statements of Comprehensive Income (Loss)	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Executive Overview and Business Outlook	22
	C onsolidated Results of Operations	24
	Segment Results of Operations	25
	Capital Resources and Liquidity	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. 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. The absence of these words, however, does not mean that the statements are not forward-looking statements. Forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.

All of our forward-looking statements involve risks, uncertainties and assumptions (some of which are significant or beyond our control) that could cause actual results to materially differ from our historical experience and our present expectations or projections. Known material factors that could cause actual results to materially differ from those contemplated in the forward-looking statements are those set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in Part II, Item 1A, “Risk Factors,” in this Quarterly Report on Form 10-Q, and include the following:

•The impact of the Merger Agreement (as defined below), including the disruption of management’s attention from ongoing operations, an inability to complete the Merger (as defined below) due to failure to obtain required regulatory approvals or satisfy other closing conditions, the risk that if the Merger is not completed, the market price of our common stock could decline, the risk that we may not be able to retain key personnel, the impact on our relationships with our customers and suppliers, the impact on our operations, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement.

•Demand for, and profitability of our products and services, is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets;

•Cost inflation and availability of raw materials;

•The impact of inflation on wholesale product costs, labor rates, transportation costs, and on our customers’ financial position and ability to purchase our products;

•Global economic conditions, geopolitical issues, supply chain disruptions, and availability and cost of credit, and the impact thereof on our operations and those of our customers and suppliers;

•Changes in the amount of or types of products and services our customers buy from us due to their decreased spending or demand changes that could reduce our revenues or profit margin;

•Our ability to successfully compete with other companies in our industry;

•Our ability to develop and implement or introduce new technologies, products, and services, as well as our ability to protect and maintain intellectual property assets;

•Our ability to successfully execute potential acquisitions and integrate acquired businesses;

•Potential liabilities arising out of the installation, use or manufacturing of our products or from a chemical spill, release or other hazard;

•Manufacturing disruptions, particularly with respect to our chemical products, including as a result of fires, explosions and chemical spills, releases or discharges;

•Continuing consolidation within our customers’ industry;

•Credit risks related to our customer base or the loss of significant customers;

•Risks relating to our existing international operations and expansion into new geographical markets;

•Risks relating to improper conduct by any of our employees, agents or business partners;

•Failure to attract, retain and develop personnel;

•The impact of natural disasters and other unusual weather conditions on our business;

•Investor sentiment towards companies in the oil and gas industry due to climate change, fossil fuels and other environmental, social and governance matters;

•Changes in domestic and foreign governmental public policies and actions of governments that impact oil and gas operations or favor renewable energy projects, risks associated with entry into emerging markets, changes in statutory tax rates and unanticipated outcomes with respect to tax audits;

•Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;

•Fluctuations in currency markets worldwide;

•The impact of our indebtedness on our financial position and operating flexibility;

•Disruptions in the capital and credit markets;

•The impact of war, terrorism and civil unrest;

•Risks relating to information technology and cybersecurity, including the potential for cyberattacks or security breaches that could disrupt our or our partners’ or suppliers’ operations, compromise confidential or otherwise protected information, damage our reputation, expose us to legal liability, or cause financial losses;

•Changes in federal, state and local legislation and regulations relating to oil and gas development and the potential for related litigation or restrictions on our customers;

•Changes in environmental and health and safety laws and regulations which may increase our costs, limit the demand for our products and services or restrict our operations; and

•The impact of tariffs and other trade measures on our business.

We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHAMPIONX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,
(in thousands, except per share data)	2025		2024
Revenue:
Product revenue	$	731,086	$	807,827
Service revenue	101,653		87,179
Lease and other revenue	31,725		27,135
Total revenue	864,464		922,141
Cost of goods and services	572,938		622,937
Gross profit	291,526		299,204
Costs and expenses:
Selling, general and administrative expense	177,045		172,414

(Gain) loss on sale-leaseback transaction and disposal group	—		(29,883)
Interest expense, net	13,196		13,935
Foreign currency transaction losses, net	1,504		55
Other (income) expense, net	(4,631)		2,927
Income before income taxes	104,412		139,756
Provision for income taxes	15,384		26,596
Net income	89,028		113,160
Net income attributable to noncontrolling interest	3,231		237
Net income attributable to ChampionX	$	85,797	$	112,923

Earnings per share attributable to ChampionX:
Basic	$	0.45	$	0.59
Diluted	$	0.44	$	0.58
Weighted-average shares outstanding:
Basic	191,143		190,803
Diluted	193,709		193,964

The accompanying notes are an integral part of the condensed consolidated financial statements.

CHAMPIONX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Net income	$	89,028	$	113,160
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	9,914		(10,078)
Cash flow hedges	(2,178)		3,130
Defined pension and other post-retirement benefits adjustments, net	175		(37)
Other comprehensive income (loss)	7,911		(6,985)
Comprehensive income	96,939		106,175
Less: Comprehensive income attributable to noncontrolling interest	3,231		237
Comprehensive income attributable to ChampionX	$	93,708	$	105,938

The accompanying notes are an integral part of the condensed consolidated financial statements.

CHAMPIONX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share data)	March 31, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	526,559	$	507,681
Receivables, net of allowances of $4,321 in 2025 and $5,118 in 2024	417,639		466,782
Inventories, net	497,183		496,831
Assets held for sale	241,791		14,001
Prepaid expenses and other current assets	85,617		78,602
Total current assets	1,768,789		1,563,897
Property, plant, and equipment, net of accumulated depreciation of $746,333 in 2025 and $849,465 in 2024	729,931		755,422
Goodwill	619,505		718,944
Intangible assets, net	247,907		258,614
Operating lease right-of-use assets	60,995		100,427

Other non-current assets	73,263		72,948

Total assets	$	3,500,390	$	3,470,252
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	6,203	$	6,203
Accounts payable	498,335		455,531
Accrued compensation and employee benefits	64,351		113,907
Current portion of operating lease liabilities	15,511		16,794

Liabilities held for sale	61,415		—
Accrued expenses and other current liabilities	139,081		193,437
Total current liabilities	784,896		785,872
Long-term debt	590,746		591,453
Deferred income taxes	51,907		62,373
Operating lease liabilities	42,424		81,340
Other long-term liabilities	125,723		118,036
Total liabilities	1,595,696		1,639,074
Stockholders’ equity:
Common stock (2.5 billion shares authorized, $0.01 par value) 191.4 million shares and 190.7 million shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	1,914		1,907
Capital in excess of par value of common stock	2,158,660		2,164,098

Accumulated deficit	(171,239)		(239,048)
Accumulated other comprehensive loss	(72,609)		(80,520)
ChampionX stockholders’ equity	1,916,726		1,846,437
Noncontrolling interest	(12,032)		(15,259)
Total equity	1,904,694		1,831,178
Total liabilities and equity	$	3,500,390	$	3,470,252

The accompanying notes are an integral part of the condensed consolidated financial statements.

CHAMPIONX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock
(in thousands)	Shares	Par Value		Capital in Excess of Par Value		Accum. Deficit		Accum. Other Comp. Loss		Non-controlling Interest		Total
December 31, 2024	190,717	$	1,907	$	2,164,098	$	(239,048)	$	(80,520)	$	(15,259)	$	1,831,178
Net income	—	—		—		85,797		—		3,231		89,028
Other comprehensive income