Item 5. Market for Registrant’s Common Equity
ITEM 5. Market for the Registrant's Common Equity, Related Shareholder Matters and I ssuer Purchases of Equity Securities
Our common stock trades on The NASDAQ Global Select Market under the stock ticker symbol "DXPE".
On March 5, 2021, we had approximately 381 holders of record for outstanding shares of our common stock. This number does not include shareholders for whom shares are held in “nominee” or “street name”. We do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, future earnings, the success of our business activities, regulatory and capital requirements, lenders, and general financial and business conditions.
Stock Performance
The following performance graph compares the performance of DXP’s common stock to the NASDAQ Industrial Index and a customized peer group of five companies that includes: NOW Inc, MRC Global Inc, Applied Industrial Technologies Inc, MSC Industrial Direct Co. Inc and Lawson Products Inc. The graph assumes that the value of the investment in DXP’s common stock and in each index was $100 at December 31, 2015 and that all dividends were reinvested.
Investors are cautioned against drawing conclusions from the data contained in the graph below as past results are not necessarily indicative of future performance.
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Equity Compensation Table
The following table provides information regarding shares covered by the Company’s equity compensation plans as of December 31, 2020:
Plan category Number of Securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Non-vested restricted shares outstanding Weighted average grant price Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by shareholders N/A N/A 166,976 $ 32.53 612,692 (1)
Equity compensation plans not approved by shareholders N/A N/A N/A N/A N/A
Total N/A N/A 166,976 $ 32.53 612,692 (1)
(1) Represents shares of common stock authorized for issuance under the 2016 Omnibus Incentive Plan.
Recent Sales of Unregistered Securities
DXP issued 852,391, 345,423, 192,988 and 40,638 unregistered shares of DXP’s common stock as part of the consideration for the December 31, 2020 acquisitions of TEC, APO, Pumping Solutions and CEC. The unregistered shares were issued to the sellers of TEC, APO, Pumping Solutions and CEC.
The Company issued 49,468 unregistered shares of DXP’s common stock as part of the consideration for the January 1, 2020 acquisition of PSI. The unregistered shares were issued to the sellers of PSI.
DXP issued 30,305 unregistered shares of DXP’s common stock as part of the consideration for the January 1, 2018 acquisition of ASI. The unregistered shares were issued to the sellers of ASI.
We relied on Section 4(a)(2) of the Securities Exchange Act as a basis for exemption from registration. All issuances were as a result of private negotiation, and not pursuant to public solicitation. In addition, we believe the shares were issued to “accredited investors” as defined by Rule 501 of the Securities Act.
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Repurchases of Common Stock
The following table presents information with respect to the Company’s repurchases of its common stock during the quarter ended December 31, 2020:
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
October 1 – October 31, 2020 — $ — — $ —
November 1 – November 30, 2020 — $ — — $ —
December 1 – December 31, 2020 — $ — — $ —
Total — $ — — $ —
(1) Represents shares employees elected to have withheld to satisfy their tax liabilities related to restricted stock vested. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting of the award stock. There were not any repurchases of shares by the Company during the period.
ITEM 6. Selected Financial Data
The selected historical consolidated financial data set forth below for each of the years in the five-year period ended December 31, 2020 has been derived from our audited Consolidated Financial Statements. This information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and notes thereto included elsewhere in this Report.
Years Ended December 31,
2020 2019 2018 2017 2016
(Restated) (Restated) (Restated) (2) (2)
(in thousands, except per share amounts)
Consolidated Statements of Earnings Data:
Sales $ 1,005,266 $ 1,264,851 $ 1,218,709 $ 1,006,782 $ 962,092
Gross Profit 277,196 349,789 335,843 271,581 264,802
Impairment and other charges 59,883 — — — —
Operating income (loss) (27,668) 67,412 72,086 33,490 19,332
Net income (loss) (29,617) 36,765 38,234 16,529 7,151
Net loss attributable to non-controlling interest (348) (260) (111) (359) (551)
Net income (loss) attributable to DXP $ (29,269) $ 37,025 $ 38,345 $ 16,888 $ 7,702
Earnings per share:
Basic earnings (loss) (1)
$ (1.65) $ 2.10 $ 2.18 $ 0.97 $ 0.51
Diluted earnings (loss) (1)
$ (1.65) $ 2.01 $ 2.08 $ 0.93 $ 0.49
(1) See Note 15 - Earnings per Share Data of the Notes to Consolidated Financial Statements for the calculation of basic and
diluted earnings per share.
(2) Prior period adjustments impacting years ended December 31, 2017 and prior were not restated. The cumulative effect of these adjustments were recorded in opening retained earnings as of January 1, 2018.
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Years Ended December 31
2020 2019 2018 2017 2016
(Restated) (Restated) (Restated) (3) (3)
(in thousands)
Consolidated Balance Sheet Data:
Cash (1)
$ 119,419 $ 54,327 $ 40,519 $ 25,579 $ 1,590
Net Working Capital (2)
146,167 218,197 214,195 180,705 140,430
Total Assets 868,131 789,088 703,741 640,785 602,052
Total Debt less current maturities 326,700 241,875 245,309 248,716 174,323
Total Shareholders’ Equity $ 361,136 $ 354,932 $ 317,248 $ 274,827 $ 252,549
(1) Cash includes cash and cash equivalents plus restricted cash
(2) Net Working Capital equals current assets minus current liabilities excluding cash and short-term debt
(3) Prior period adjustments impacting years ended December 31, 2017 and prior were not restated. The cumulative effect of these adjustments were recorded in opening retained earnings as of January 1, 2018.