DXP Enterprises(DXPE) - 2025 Q2 - Quarterly Report

PART I: FINANCIAL INFORMATION ITEM 1. Financial Statements DXP's unaudited condensed consolidated financial statements show strong sales and net income growth, increased assets, and decreased operating cash flow Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Three Months Ended June 30, 2025 vs 2024 (in thousands, except per share amounts) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------- | :------- | :------- | :--------- | :--------- | | Sales | $498,682 | $445,556 | $53,126 | 11.9% | | Gross profit | $157,813 | $137,793 | $20,020 | 14.5% | | Income from operations | $45,986 | $37,352 | $8,634 | 23.1% | | Net income | $23,612 | $16,693 | $6,919 | 41.5% | | Basic EPS | $1.50 | $1.05 | $0.45 | 42.9% | | Diluted EPS | $1.43 | $1.00 | $0.43 | 43.0% | Six Months Ended June 30, 2025 vs 2024 (in thousands, except per share amounts) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------- | :------- | :------- | :--------- | :--------- | | Sales | $975,251 | $858,191 | $117,060 | 13.6% | | Gross profit | $308,078 | $261,675 | $46,403 | 17.7% | | Income from operations | $86,501 | $66,483 | $20,018 | 30.1% | | Net income | $44,201 | $28,025 | $16,176 | 57.7% | | Basic EPS | $2.81 | $1.75 | $1.06 | 60.6% | | Diluted EPS | $2.67 | $1.66 | $1.01 | 60.8% | Unaudited Condensed Consolidated Balance Sheets%20Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :--------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Total current assets | $683,661 | $661,874 | $21,787 | 3.3% | | Total assets | $1,412,394 | $1,349,494 | $62,900 | 4.7% | | Total current liabilities | $245,449 | $243,984 | $1,465 | 0.6% | | Total liabilities | $944,302 | $926,706 | $17,596 | 1.9% | | Total DXP Enterprises, Inc. equity | $468,092 | $422,788 | $45,304 | 10.7% | Unaudited Condensed Consolidated Statements of Cash Flows%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Six Months Ended June 30, 2025 vs 2024 (in thousands) | Cash Flow Activity | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------- | :------- | :------- | :--------- | :--------- | | Net cash provided by operating activities | $21,619 | $41,724 | $(20,105) | (48.2%) | | Net cash used in investing activities | $(41,405) | $(130,736) | $89,331 | (68.3%) | | Net cash used in financing activities | $(16,594) | $(35,003) | $18,409 | (52.6%) | | Net change in cash and restricted cash | $(35,481) | $(123,185) | $87,704 | (71.2%) | | Cash and restricted cash at end of period | $112,930 | $50,026 | $62,904 | 125.7% | Unaudited Condensed Consolidated Statements of Equity%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Equity) Changes in Total Equity (in thousands) | Period | Balance at Beginning | Net Income | Preferred Dividends Paid | Compensation Expense | Tax Related Items | Currency Adjustment | Excise Tax | Repurchases | Balance at End | | :-------------------- | :------------------- | :--------- | :--------------------- | :------------------- | :---------------- | :------------------ | :--------- | :---------- | :------------- | | Dec 31, 2024 - Jun 30, 2025 | $422,788 | $44,201 | $(45) | $2,800 | $(4,329) | $2,649 | $28 | $0 | $468,092 | | Dec 31, 2023 - Jun 30, 2024 | $380,879 | $28,025 | $(45) | $2,076 | $(1,755) | $(521) | $(181) | $(23,797) | $384,681 | Notes to Unaudited Condensed Consolidated Financial Statements%20Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) NOTE 1 - THE COMPANY - DXP Enterprises, Inc. distributes maintenance, repair, and operating (MRO) products and services, and provides integrated pump skid packages, pump remanufacturing, and manufactures private label pumps. The Company operates through three segments: Service Centers (SC), Innovative Pumping Solutions (IPS), and Supply Chain Services (SCS)[16] NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES - The financial statements are prepared in accordance with U.S. GAAP for interim periods, with certain disclosures omitted as permitted by SEC regulations. Prior year reclassifications had no material effect, and interim results are not necessarily indicative of the full fiscal year. All intercompany accounts and transactions are eliminated in consolidation[17][18][19][20] NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS - The Company is evaluating new accounting pronouncements, including ASU No. 2024-03 (Disaggregation of Income Statement Expenses) and ASU No. 2023-09 (Improvements to Income Tax Disclosures). Neither is expected to have a material impact on financial position or results of operations, but will result in additional disclosures[21][22][23] NOTE 4 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Contingent consideration from acquisitions is measured at fair value using Level 3 unobservable inputs, including management's EBITDA forecasts and a 9.8% discount rate. As of June 30, 2025, contingent consideration liabilities totaled $11.9 million, with a maximum payable of $13.2 million over three years[24][25][26] Contingent Consideration Reconciliation (in thousands) | Item | Amount | | :------------------------------------------ | :------- | | Beginning balance at December 31, 2024 | $16,322 | | Settlements | $(5,145) | | Changes in fair value recorded in other expense (income), net | $728 | | Ending Balance at June 30, 2025 | $11,905 | NOTE 5 – INVENTORIES - Inventories are valued at the lower of cost or net realizable value, primarily using the weighted average cost method. Provisions are recorded for excess and obsolete items based on aging, market trends, and demand[29] Inventories (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Finished goods | $96,290 | $89,780 | | Work in process | $14,468 | $13,333 | | Total Inventories | $110,758 | $103,113 | NOTE 6 – CONTRACT ASSETS AND LIABILITIES - Contract assets ('Costs and estimated profits in excess of billings') arise when billing occurs after revenue recognition, while contract liabilities ('Billings in excess of costs and estimated profits') result from customer advances before revenue recognition. Changes are primarily due to normal activity and timing differences[31][32] Contract Assets and Liabilities (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Costs and estimated profits in excess of billings | $57,260 | $50,735 | | Billings in excess of costs and estimated profits | $(22,906) | $(12,662) | | Net | $34,354 | $38,073 | NOTE 7 – INCOME TAXES Effective Tax Rate | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | 25.3% | 27.4% | | Six Months Ended June 30, | 24.8% | 27.3% | - The effective tax rate decreased primarily due to higher tax benefits from stock compensation, state income taxes, and R&D tax credits, partially offset by uncertain tax positions related to R&D credits. The recently enacted One Big Beautiful Bill Act (OBBB) is expected to reduce cash taxes but not materially impact income tax expense[33][35] - The Company anticipates the impact of OECD Pillar Two rules to be immaterial based on current legislation[36] NOTE 8 – LONG-TERM DEBT Long-Term Debt (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Amended Senior Secured Term Loan B | $644,629 | $647,876 | | Promissory Note | $1,000 | $1,000 | | Total debt | $645,629 | $648,876 | | Less: current maturities | $(6,595) | $(6,595) | | Total long-term debt | $639,034 | $642,281 | | Unamortized discount and debt issuance costs | $18,795 | $20,597 | | Long-term debt, net | $620,239 | $621,684 | - The Company's Senior Secured Term Loan B was amended in October 2024, increasing total borrowings to $649.5 million, maturing October 13, 2030. The interest rate for the Term Loan B was 8.08% as of June 30, 2025. The Secured Leverage Ratio was 2.41 to 1.00, well below the covenant of 5.50 to 1.00[38][40][44] - The ABL Revolver, with a $135.0 million facility, had no outstanding borrowings at June 30, 2025, and an interest rate of 7.75%. Borrowing availability was $106.3 million. The Fixed Charge Coverage Ratio was 2.02 to 1.00, exceeding the 1.00 to 1.00 covenant[45][48][49][51] NOTE 9 - EARNINGS PER SHARE Earnings Per Share (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Basic EPS | $1.50 | $1.05 | $2.81 | $1.75 | | Diluted EPS | $1.43 | $1.00 | $2.67 | $1.66 | | Weighted average common shares outstanding (Basic) | 15,694 | 15,868 | 15,696 | 15,998 | | Weighted average common shares outstanding (Diluted) | 16,534 | 16,708 | 16,536 | 16,838 | - Basic EPS is calculated based on weighted average shares outstanding, while diluted EPS includes the impact of potentially dilutive securities, such as convertible preferred stock (840,000 shares) and unvested restricted stock awards[54] NOTE 10 - COMMITMENTS AND CONTINGENCIES - The Company is involved in various legal proceedings in the ordinary course of business, but believes their ultimate resolution will not have a material adverse effect on its financial position, cash flows, or results of operations[55] NOTE 11 - SEGMENT REPORTING - DXP operates in three reportable segments: Service Centers (MRO products, equipment, logistics), Innovative Pumping Solutions (custom pump packages, remanufacturing, water/wastewater products), and Supply Chain Services (MRO products, supply chain/inventory management)[16][57][58] Segment Sales (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Service Centers | $339,731 | $306,516 | $666,806 | $594,952 | | Innovative Pumping Solutions | $93,540 | $73,377 | $179,722 | $135,592 | | Supply Chain Services | $65,411 | $65,663 | $128,723 | $127,647 | | Total Reportable Segments | $498,682 | $445,556 | $975,251 | $858,191 | Segment Operating Income (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Service Centers | $50,171 | $43,855 | $97,215 | $84,175 | | Innovative Pumping Solutions | $18,642 | $13,366 | $32,049 | $20,336 | | Supply Chain Services | $5,229 | $5,823 | $10,792 | $11,085 | | Total Reportable Segments | $74,042 | $63,044 | $140,056 | $115,596 | NOTE 12 - BUSINESS ACQUISITIONS - During the first six months of 2025, DXP acquired two businesses for a total of $13.9 million to expand platforms, geographic coverage, and maintain its position as a leading distributor of rotating equipment in North America[68][69] Acquisition Summary (Six Months Ended June 30, 2025, in thousands) | Item | Q1 2025 | Q2 2025 | Total | | :--------------------------------- | :------ | :------ | :---- | | Cash payments | $12,851 | $1,009 | $13,860 | | Tangible assets acquired | $8,030 | $909 | $8,939 | | Intangible assets acquired | $3,284 | $203 | $3,487 | | Total assets acquired | $11,314 | $1,112 | $12,426 | | Total liabilities assumed | $(4,983) | $(508) | $(5,491) | | Net assets acquired | $6,331 | $604 | $6,935 | | Goodwill | $6,520 | $405 | $6,925 | - Goodwill of approximately $6.9 million was assigned to the SC segment, primarily due to expected synergies and the assembled workforce. Acquired intangible assets include non-compete agreements ($0.2 million, 5-year amortization) and customer relationships ($3.3 million, 8-year amortization)[70][72] NOTE 13 - SHARE REPURCHASES - The Company completed an $85.0 million share repurchase program in August 2024 and announced a new $85.0 million program on August 28, 2024, authorizing the repurchase of up to 2.5 million shares over 24 months. No shares were repurchased under this program during the six months ended June 30, 2025[73][74][75] Share Repurchase Activity (in thousands, except per share data) | Period | Total Number of Shares Purchased | Amount Paid | Average Price Paid per Share | | :-------------------------- | :------------------------------- | :---------- | :--------------------------- | | Three Months Ended June 30, 2025 | — | $— | $— | | Three Months Ended June 30, 2024 | 139.4 | $6,992 | $50.15 | | Six Months Ended June 30, 2025 | — | $— | $— | | Six Months Ended June 30, 2024 | 465.8 | $23,798 | $51.09 | NOTE 14 - SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Cash Flow Information (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :--------------------------------- | :------- | :------- | | Cash paid for interest | $26,698 | $29,140 | | Cash paid for income taxes | $33,948 | $15,456 | | Treasury shares repurchase accruals | $(28) | $— | NOTE 15 - OTHER INCOME AND EXPENSES Other (Income) Expense (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Interest income | $(765) | $(1,192) | $(1,797) | $(3,065) | | Change in fair value of contingent consideration | $545 | $(111) | $728 | $(305) | | Other, net | $(134) | $268 | $(603) | $366 | | Total | $(354) | $(1,035) | $(1,672) | $(3,004) | NOTE 16 - REVENUE - Revenue is disaggregated by geography (United States, Canada, Other) and reportable segments (Service Centers, Innovative Pumping Solutions, Supply Chain Services), reflecting varying macroeconomic and market influences[79][80] Revenues by Geographical Location (in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | United States | $478,864 | $423,621 | $936,104 | $818,500 | | Canada | $19,369 | $21,144 | $38,357 | $38,219 | | Other | $449 | $791 | $790 | $1,472 | | Total | $498,682 | $445,556 | $975,251 | $858,191 | Sales Disaggregation by Segment (in thousands) | Segment | Three Months Ended June 30, 2025 Sales | Three Months Ended June 30, 2025 Acquisition Sales | Three Months Ended June 30, 2025 Organic Sales | Six Months Ended June 30, 2025 Sales | Six Months Ended June 30, 2025 Acquisition Sales | Six Months Ended June 30, 2025 Organic Sales | | :-------------------------- | :------------------------------------ | :------------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------------- | :----------------------------------- | | Service Centers | $339,731 | $15,555 | $324,176 | $666,806 | $33,496 | $633,310 | | Innovative Pumping Solutions | $93,540 | $9,050 | $84,490 | $179,722 | $22,221 | $157,501 | | Supply Chain Services | $65,411 | $— | $65,411 | $128,723 | $— | $128,723 | | Total Sales | $498,682 | $24,605 | $474,077 | $975,251 | $55,717 | $919,534 | NOTE 17 - SUBSEQUENT EVENT - On July 1, 2025, the Company increased its ABL Revolver commitments by $50 million, raising the total facility to $185.0 million. Also, on July 1, 2025, DXP completed the acquisition of Moore's Pump & Services, funded with cash on hand[84][85] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis covers DXP's financial performance, condition, and operational results, highlighting sales growth, improved margins, and liquidity DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS - This report contains forward-looking statements regarding the Company's business, profitability, cash flow, liquidity, and growth, which are subject to significant risks and uncertainties, and actual results may vary materially from expectations[87] NON-GAAP FINANCIAL MEASURES - The Company discloses non-GAAP financial measures, including organic sales, sales per business day, free cash flow, EBITDA, and Adjusted EBITDA, to provide additional insights into operational performance, assist in business decision-making, and offer a consistent basis for comparison[88][89][90] GENERAL BUSINESS OVERVIEW - DXP Enterprises, Inc. is a business-to-business distributor of MRO products and services across North America and Dubai, also specializing in fabricating, remanufacturing, and assembling custom pump packages and manufacturing branded private label pumps[92] CURRENT MARKET CONDITIONS AND OUTLOOK - The global economy faces volatility and uncertainty from geopolitical developments, macroeconomic factors, and new tariffs, which may impact DXP's operations. The Company is monitoring conditions and implementing strategies to mitigate adverse effects of inflation and supply chain challenges[93][94] - Sales in Service Centers and Innovative Pumping Solutions segments increased by 15.9% for the six months ended June 30, 2025, driven by price increases and acquisitions. Supply Chain Services segment sales increased by 0.8%, primarily due to new customer facilities[97][98] Matters Affecting Comparability - Year-over-year results are not directly comparable due to varying acquisition activity; acquisition sales were $55.7 million for the six months ended June 30, 2025, compared to $35.2 million in the prior year. There was one less business day in the second quarter of 2025 compared to 2024[99][100] Key Business Metrics Key Business Metrics (in thousands, except percentages and per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Total DXP Sales | $498,682 | $445,556 | $975,251 | $858,191 | | Acquisition Sales | $24,605 | $23,403 | $55,717 | $35,178 | | Organic Sales | $474,077 | $422,153 | $919,534 | $823,013 | | Business Days | 63 | 64 | 126 | 127 | | Sales per Business Day | $7,916 | $6,962 | $7,740 | $6,757 | | Organic Sales per Business Day | $7,525 | $6,596 | $7,298 | $6,480 | | Gross Profit Margin | 31.6% | 30.9% | 31.6% | 30.5% | | Income from Operations Margin | 9.2% | 8.4% | 8.9% | 7.7% | | Net Income Margin | 4.7% | 3.7% | 4.5% | 3.3% | | EBITDA | $55,830 | $46,514 | $106,797 | $85,152 | | EBITDA Margin | 11.2% | 10.4% | 11.0% | 9.9% | | Adjusted EBITDA | $57,313 | $48,226 | $109,832 | $88,570 | | Adjusted EBITDA Margin | 11.5% | 10.8% | 11.3% | 10.3% | | Net cash provided by operating activities | $18,646 | $14,735 | $21,619 | $41,724 | | Free Cash Flow | $8,300 | $5,910 | $(8,641) | $30,005 | Organic Sales and Acquisition Sales - Organic sales include locations and acquisitions owned for at least twelve months, while acquisition sales are from acquisitions owned for less than twelve months[103] Business Days - Business Days are defined as weekdays excluding Saturdays, Sundays, and holidays, even if some branches are open on weekends for consistency[104] Sales per Business Day - Sales per Business Day is calculated by dividing total sales by the number of business days in the reporting period[105] Organic Sales per Business Days - Organic Sales per Business Day is calculated by dividing organic sales by the number of business days in the reporting period[106] EBITDA and Adjusted EBITDA - EBITDA is defined as Net income attributable to DXP Enterprises, Inc., plus interest, taxes, depreciation, and amortization. Adjusted EBITDA further excludes stock-based compensation expense and other non-cash, non-recurring items[107] EBITDA Margin and Adjusted EBITDA Margin - EBITDA Margin is EBITDA divided by sales, and Adjusted EBITDA Margin is Adjusted EBITDA divided by sales[108] Free Cash Flow - Free Cash Flow is defined as net cash provided by operating activities less purchases of property and equipment[109] RESULTS OF OPERATIONS Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024 Financial Performance (Three Months Ended June 30, in thousands, except percentages) | Metric | 2025 | % of Sales | 2024 | % of Sales | Change ($) | Change (%) | | :--------------------------------- | :------- | :--------- | :------- | :--------- | :--------- | :--------- | | Sales | $498,682 | 100.0% | $445,556 | 100.0% | $53,126 | 11.9% | | Gross profit | $157,813 | 31.6% | $137,793 | 30.9% | $20,020 | 14.5% | | Selling, general and administrative expenses | $111,827 | 22.4% | $100,441 | 22.5% | $11,386 | 11.3% | | Income from operations | $45,986 | 9.2% | $37,352 | 8.4% | $8,634 | 23.1% | | Interest expense | $14,744 | 3.0% | $15,384 | 3.5% | $(640) | (4.2%) | | Income before income taxes | $31,596 | 6.3% | $23,003 | 5.2% | $8,593 | 37.4% | | Net income | $23,612 | 4.7% | $16,693 | 3.7% | $6,919 | 41.5% | - Sales increased by 11.9% to $498.7 million, with acquisitions contributing $24.6 million. Service Centers sales grew 10.8% ($33.2 million), Innovative Pumping Solutions sales grew 27.5% ($20.2 million), while Supply Chain Services sales slightly decreased by 0.4% ($0.3 million)[112][114][115][116] - Gross profit margin improved to 31.6% (up 70 basis points) due to recent acquisitions and margin expansion. Operating income increased by $8.6 million, driven by SC and IPS segments. SG&A expenses rose by $11.4 million (11.3%) due to increased payroll, depreciation, amortization, rent, and IT expenses[113][117][118] - Interest expense decreased by $0.6 million due to Term Loan refinancing. The effective tax rate decreased to 25.3% from 27.4%, primarily due to higher tax benefits from stock compensation, state income taxes, and R&D tax credits[119][120] Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024 Financial Performance (Six Months Ended June 30, in thousands, except percentages) | Metric | 2025 | % of Sales | 2024 | % of Sales | Change ($) | Change (%) | | :--------------------------------- | :------- | :--------- | :------- | :--------- | :--------- | :--------- | | Sales | $975,251 | 100.0% | $858,191 | 100.0% | $117,060 | 13.6% | | Gross profit | $308,078 | 31.6% | $261,675 | 30.5% | $46,403 | 17.7% | | Selling, general and administrative expenses | $221,577 | 22.7% | $195,192 | 22.7% | $26,385 | 13.5% | | Income from operations | $86,501 | 8.9% | $66,483 | 7.7% | $20,018 | 30.1% | | Interest expense | $29,404 | 3.0% | $30,928 | 3.6% | $(1,524) | (4.9%) | | Income before income taxes | $58,769 | 6.0% | $38,559 | 4.5% | $20,210 | 52.4% | | Net income | $44,201 | 4.5% | $28,025 | 3.3% | $16,176 | 57.7% | - Sales increased by 13.6% to $975.3 million, with acquisitions contributing $55.7 million. Service Centers sales grew 12.1% ($71.9 million), Innovative Pumping Solutions sales grew 32.5% ($44.1 million), and Supply Chain Services sales increased by 0.8% ($1.1 million)[123][125][126][127] - Gross profit margin improved to 31.6% (up 110 basis points) due to recent acquisitions and margin expansion. Operating income increased by $20.0 million (30.1%), driven by all segments. SG&A expenses rose by $26.4 million (13.5%) due to increased payroll, depreciation, amortization, rent, and IT expenses[124][128][129] - Interest expense decreased by $1.5 million due to Term Loan refinancing. The effective tax rate decreased to 24.8% from 27.3%, primarily due to changes in income by jurisdiction, higher tax benefits from stock compensation, state income taxes, and R&D tax credits[130][131] NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS Organic Sales and Acquisition Sales Reconciliation (in thousands) | Segment | Three Months Ended June 30, 2025 Acquisition Sales | Three Months Ended June 30, 2025 Organic Sales | Six Months Ended June 30, 2025 Acquisition Sales | Six Months Ended June 30, 2025 Organic Sales | | :-------------------------- | :------------------------------------------ | :------------------------------------ | :----------------------------------------- | :----------------------------------- | | Service Centers | $15,555 | $324,176 | $33,496 | $633,310 | | Innovative Pumping Solutions | $9,050 | $84,490 | $22,221 | $157,501 | | Supply Chain Services | $— | $65,411 | $— | $128,723 | | Total DXP Sales | $24,605 | $474,077 | $55,717 | $919,534 | EBITDA and Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income attributable to DXP Enterprises, Inc. | $23,612 | $16,693 | $44,201 | $28,025 | | Plus: Interest expense | $14,744 | $15,384 | $29,404 | $30,928 | | Plus: Provision for income tax expense | $7,984 | $6,310 | $14,568 | $10,534 | | Plus: Depreciation and amortization | $9,490 | $8,127 | $18,624 | $15,665 | | EBITDA | $55,830 | $46,514 | $106,797 | $85,152 | | Plus: other non-recurring items | $— | $500 | $235 | $1,342 | | Plus: stock compensation expense | $1,483 | $1,212 | $2,800 | $2,076 | | Adjusted EBITDA | $57,313 | $48,226 | $109,832 | $88,570 | LIQUIDITY AND CAPITAL RESOURCES General Overview - DXP assesses liquidity based on its ability to generate cash for operating, investing, and financing activities. The Company believes its operating cash flow, cash on hand, and credit facilities (ABL and Term Loan B) are sufficient to fund ongoing business needs, including capital expenditures, acquisitions, debt servicing, and share repurchases[138][139] Cash - As of June 30, 2025, DXP had $112.9 million in cash and $106.3 million in credit facility availability under its $135.0 million ABL Revolver, with no outstanding borrowings[140] Cash Flows Net Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Operating Activities | $21,619 | $41,724 | | Investing Activities | $(41,405) | $(130,736) | | Financing Activities | $(16,594) | $(35,003) | | Effect of Foreign Currency | $899 | $830 | | Net Change in Cash | $(35,481) | $(123,185) | Operating Activities - Cash generated from operating activities decreased by $20.1 million to $21.6 million for the six months ended June 30, 2025, primarily due to higher income tax payments compared to the prior year[142] Investing Activities - Net cash used in investing activities decreased by $89.3 million to $41.4 million for the six months ended June 30, 2025, mainly due to lower acquisition activity, with cash paid for acquisitions (net of cash acquired) totaling $13.9 million compared to $119.0 million in the prior year[143] Financing Activities - Net cash used in financing activities decreased by $18.4 million to $16.6 million for the six months ended June 30, 2025, primarily due to the absence of share repurchase activity, which was significant in the prior year[144] Debt - As of June 30, 2025, total outstanding debt was $645.6 million, representing 58.0% of total capitalization. The majority of this debt ($644.6 million) bears interest at floating rates[146] Liquidity - The Company expects internally generated cash flows to meet normal working capital needs for the next twelve months. Additional debt or equity financing may be sought for potential acquisitions, which could dilute shareholder interests[147] Borrowing Capacity ABL Revolver Borrowing Capacity (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Total borrowing capacity | $135,000 | $135,000 | | Less: Amount drawn | $— | $— | | Less: Outstanding letters of credit | $28,692 | $9,354 | | Total amount available | $106,308 | $125,646 | - As of June 30, 2025, total liquidity was $219.2 million, comprising $112.9 million in cash and $106.3 million in ABL Revolver availability. Post-period, the ABL facility increased to $185.0 million[148][149] Free Cash Flow - Free Cash Flow is a key liquidity metric measuring cash available for acquisitions, investments, debt repayment, and share repurchases. It is not a U.S. GAAP measure and reconciles to cash flows from operations[150][151] Free Cash Flow Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $18,646 | $14,735 | $21,619 | $41,724 | | Less: purchases of property and equipment | $(10,346) | $(8,825) | $(30,260) | $(11,719) | | Free Cash Flow | $8,300 | $5,910 | $(8,641) | $30,005 | Uses of Liquidity - Internally generated cash flows are primarily used for working capital, growth initiatives (including acquisitions and capital expenditures), and returning excess capital to shareholders through share repurchases[153] Working Capital - Working capital increased by $58.0 million to $348.9 million as of June 30, 2025, from $291.0 million at December 31, 2024, driven by sustained sales growth and acquisitions[154] Acquisitions - The Company invested $13.9 million in acquisitions during the six months ended June 30, 2025, a significant decrease from $119.0 million in the prior year[155] Capital Expenditures - Capital expenditures for the six months ended June 30, 2025, were $30.3 million, up from $11.7 million in the prior year, including investments in a new facility, upgrades, tools, equipment, and technology[156] DISCUSSION OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES - The unaudited condensed financial statements are prepared in accordance with U.S. GAAP and should be read with the Annual Report on Form 10-K for a complete discussion of significant accounting policies. Interim results are not necessarily indicative of full fiscal year results[158] RECENT ACCOUNTING PRONOUNCEMENTS - Information regarding recent accounting pronouncements is provided in Note 3 to the Condensed Consolidated Financial Statements[159] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk The Company's market risk exposures remain consistent with prior disclosures, with no material changes since December 31, 2024 - The Company's market risk exposures have not materially changed since December 31, 2024, and are detailed in Item 7A of the Annual Report on Form 10-K[160] ITEM 4. Controls and Procedures Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[161] - The condensed consolidated financial statements are fairly stated in all material respects in accordance with GAAP[162] - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[163] PART II: OTHER INFORMATION ITEM 1. Legal Proceedings DXP is involved in ordinary course legal proceedings, with management expecting no material impact on financial position or operations - DXP is a party to various legal proceedings in the ordinary course of business, but expects no material adverse effect on its financial position, cash flows, or results of operations[165] ITEM 1A. Risk Factors A potential reduction in federal income tax research credits is a new risk factor, with no other material changes to prior disclosures - A potential reduction or disallowance of federal income tax credits for research activities, currently under IRS examination for the 2018 tax year, could have a material adverse effect on DXP's business and financial condition[166] - No other material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, were identified[167] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered securities were sold, and no shares were repurchased under the $85.0 million program during the quarter - No unregistered securities were sold during the three months ended June 30, 2025[168] Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2) | | :----------------------- | :----------------------------------- | :--------------------------- | :----------------------------------------------------------------- | :-------------------------------------------------------------------------------------------------- | | April 1 - April 30, 2025 | 75 | $82.90 | — | $85,000 | | May 1 – May 31, 2025 | 265 | $83.60 | — | $85,000 | | June 1 – June 30, 2025 | — | $— | — | $85,000 | | Total | 340 | $83.45 | — | $85,000 | - As of June 30, 2025, approximately $85.0 million worth of shares remained available under the $85.0 million Share Repurchase Program announced on August 28, 2024[170] ITEM 3. Default upon Senior Securities The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[171] ITEM 4. Mine Safety Disclosures The Company reported no mine safety disclosures - There were no mine safety disclosures[172] ITEM 5. Other Information The Company reported no other information - There was no other information to report[173] ITEM 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate documents, debt agreements, and certifications - The report includes various exhibits, such as Restated Articles of Incorporation, Bylaws, an Increase Amendment to the ABL Credit Agreement, Subsidiary Guarantors, and certifications from the CEO and CFO[175][176] SIGNATURES - The report is duly signed on behalf of DXP Enterprises, Inc. by Kent Yee, Senior Vice President and Chief Financial Officer, on August 7, 2025[178]