DXP ENTERPRISES INC 10-Q

ITEM 1: FINANCIAL STATEMENTS DXP ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sales $ 387,314 $ 289,494 $ 1,074,537 $ 820,772 Cost of sales 275,681 202,551 763,758 576,921 Gross profit 111,633 86,943 310,779 243,851 Selling, general and administrative expenses 85,094 75,758 236,761 211,587 Income from operations 26,539 11,185 74,018 32,264 Other expense (income) 1,565 ( 450 ) 2,941 ( 985 ) Interest expense 6,833 5,264 17,610 15,844 Income before income taxes 18,141 6,371 53,467 17,405 Provision for income tax expense (benefit) 5,097 ( 565 ) 13,402 2,380 Net income 13,044 6,936 40,065 15,025 Net loss attributable to noncontrolling interest ( 885 ) ( 189 ) ( 938 ) ( 590 ) Net income attributable to DXP Enterprises, Inc. 13,929 7,125 41,003 15,615 Preferred stock dividend 22 23 67 68 Net income attributable to common shareholders $ 13,907 $ 7,102 $ 40,936 $ 15,547 Net income $ 13,044 $ 6,936 $ 40,065 $ 15,025 Currency translation adjustments ( 1,156 ) ( 2,703 ) ( 3,078 ) 477 Comprehensive income $ 11,888 $ 4,233 $ 36,987 $ 15,502 Earnings per share (Note 10) : Basic $ 0.74 $ 0.38 $ 2.19 $ 0.82 Diluted $ 0.71 $ 0.36 $ 2.10 $ 0.78 Weighted average common shares outstanding : Basic 18,820 18,710 18,712 19,060 Diluted 19,660 19,550 19,552 19,900 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 DXP ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) September 30, 2022 December 31, 2021 ASSETS Current assets: Cash $ 16,972 $ 48,989 Restricted cash 91 91 Accounts Receivable, net of allowance of $ 7,861 and $ 7,759 283,522 218,137 Inventories 131,290 100,894 Costs and estimated profits in excess of billings 30,122 17,193 Prepaid expenses and other current assets 11,652 9,522 Income taxes receivable 652 9,748 Total current assets 474,301 404,574 Property and equipment, net 46,657 51,880 Goodwill 332,988 296,541 Other intangible assets, net 84,516 79,205 Operating lease ROU assets 54,054 57,221 Other long-term assets 3,559 4,806 Total assets $ 996,075 $ 894,227 LIABILITIES AND EQUITY Current liabilities: Current maturities of debt $ 43,906 $ 3,300 Trade accounts payable 97,947 77,842 Accrued wages and benefits 27,455 23,006 Customer advances 25,496 12,924 Billings in excess of costs and estimated profits 4,265 3,581 Federal income taxes payable 587 — Short-term operating lease liabilities 17,526 18,203 Other current liabilities 28,679 42,206 Total current liabilities 245,861 181,062 Long-term debt, net of unamortized debt issuance costs 313,739 315,397 Long-term operating lease liabilities 37,279 39,922 Other long-term liabilities 4,637 3,603 Deferred income taxes liability 8,947 7,516 Total long-term liabilities 364,602 366,438 Total liabilities 610,463 547,500 Commitments and contingencies ( Note 11 ) Shareholders' equity: Series A and B preferred stock, $ 1.00 par value each; 1,000,000 shares authorized each 16 16 Common stock, $ 0.01 par value, 100,000,000 shares authorized; 18,727,789 and 18,580,364 outstanding 345 195 Additional paid-in capital 213,455 206,772 Retained earnings 243,420 202,484 Accumulated other comprehensive loss ( 32,360 ) ( 29,282 ) Treasury stock, at cost 1,602,256 and 1,184,648 shares ( 38,379 ) ( 33,511 ) Total DXP Enterprises, Inc. equity 386,497 346,674 Noncontrolling interest ( 885 ) 53 Total equity 385,612 346,727 Total liabilities and equity $ 996,075 $ 894,227 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 DXP ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended September 30, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income 40,065 15,025 Reconciliation of net income to net cash provided by operating activities: Depreciation 7,367 7,380 Amortization of intangible assets 13,958 12,690 Gain on sale of property and equipment — ( 246 ) Provision for credit losses 834 ( 361 ) Payment of contingent consideration liability in excess of acquisition-date fair value ( 781 ) ( 145 ) Fair value adjustment on contingent consideration 2,125 — Amortization of debt issuance costs 1,357 1,256 Restricted stock compensation expense 1,368 1,354 Deferred income taxes ( 3,009 ) 6,711 Changes in Accounts receivables, net ( 59,563 ) ( 35,270 ) Net change in all other operating assets and liabilities ( 1,465 ) 14,437 Net cash provided by operating activities $ 2,256 $ 22,831 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 3,426 ) ( 2,984 ) Proceeds from the sale of property and equipment — 1,297 Acquisition of business, net of cash acquired ( 48,506 ) ( 64,610 ) Net cash used in investing activities $ ( 51,932 ) $ ( 66,297 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facilities 605,257 — Payments on revolving credit facilities ( 564,651 ) — Principal debt payments ( 2,475 ) ( 2,475 ) Debt issuance costs ( 540 ) — Payment for contingent consideration liability up to acquisition-date fair value ( 469 ) ( 955 ) Preferred Stock dividends paid ( 67 ) ( 68 ) Purchase of treasury stock ( 18,470 ) ( 8,769 ) Payment for employee taxes withheld from stock awards ( 292 ) ( 637 ) Net cash provided by (used in) financing activities $ 18,293 $ ( 12,904 ) Effect of foreign currency on cash ( 634 ) 85 Net change in cash and restricted cash ( 32,017 ) ( 56,285 ) Cash and restricted cash at beginning of period 49,080 119,419 Cash and restricted cash at end of period $ 17,063 $ 63,134 Supplemental schedule of non-cash investing and financing activities: Shares issued for acquisitions (Note 13) $ 5,757 $ 11,140 Share repurchase agreement (Note 1 4 ) $ — $ 20,405 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 DXP ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands) (unaudited) Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Treasury stock Non controlling interest Accum other comp loss Total equity Balance at June 30, 2021 $ 1 $ 15 $ 194 $ 203,562 $ 194,523 $ ( 29,174 ) $ 397 $ ( 26,849 ) $ 342,669 Preferred dividends paid — — — — ( 22 ) — — — ( 22 ) Restricted stock compensation expense — — — 458 — — — — 458 Stock compensation expense — — — 56 — — — — 56 Tax related items for share based awards — — — ( 51 ) — — — — ( 51 ) Issuance of shares of common stock — — 1 1,982 — — — — 1,983 Currency translation adjustment — — — — — — — ( 2,703 ) ( 2,703 ) Purchase of treasury stock — — — — — — — — — Net income (loss) — — — — 7,125 — ( 189 ) — 6,936 Balance at September 30, 2021 $ 1 $ 15 $ 195 $ 206,007 $ 201,626 $ ( 29,174 ) $ 208 $ ( 29,552 ) $ 349,326 Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Treasury stock Non controlling interest Accum other comp loss Total equity Balance at December 31, 2020 $ 1 $ 15 $ 189 $ 192,068 $ 186,078 $ — $ 798 $ ( 30,029 ) $ 349,120 Preferred dividends paid — — — — ( 67 ) — — — ( 67 ) Restricted stock compensation expense — — — 1,298 — — — — 1,298 Stock compensation expense — — — 56 — — — — 56 Tax related items for share based awards — — — ( 637 ) — — — — ( 637 ) Issuance of shares of common stock — — 6 13,222 — — — — 13,228 Currency translation adjustment — — — — — — — 477 477 Purchase of treasury stock — — — — — ( 29,174 ) — — ( 29,174 ) Net income (loss) — — — — 15,615 — ( 590 ) — 15,025 Balance at September 30, 2021 $ 1 $ 15 $ 195 $ 206,007 $ 201,626 $ ( 29,174 ) $ 208 $ ( 29,552 ) $ 349,326 Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Treasury stock Non controlling interest Accum other comp loss Total equity Balance at June 30, 2022 $ 1 $ 15 $ 197 $ 212,087 $ 229,514 $ ( 35,024 ) $ — $ ( 31,204 ) $ 375,586 Preferred dividends paid — — — — ( 23 ) — — — ( 23 ) Restricted stock compensation expense — — — 505 — — — — 505 Tax related items for share based awards — — — ( 2 ) — — — — ( 2 ) Issuance of shares of common stock — — 148 865 — — — — 1,013 Currency translation adjustment — — — — — — — ( 1,156 ) ( 1,156 ) Purchase of treasury stock — — — — — ( 3,355 ) — — ( 3,355 ) Net income (loss) — — — — 13,929 — ( 885 ) — 13,044 Balance at September 30, 2022 $ 1 $ 15 $ 345 $ 213,455 $ 243,420 $ ( 38,379 ) $ ( 885 ) $ ( 32,360 ) $ 385,612 Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Treasury stock Non controlling interest Accum other comp loss Total equity Balance at December 31, 2021 $ 1 $ 15 $ 195 $ 206,772 $ 202,484 $ ( 33,511 ) $ 53 $ ( 29,282 ) $ 346,727 Preferred dividends paid — — — — ( 67 ) — — — ( 67 ) Restricted stock compensation expense — — — 1,368 — — — — 1,368 Tax related items for share based awards — — — ( 292 ) — — — — ( 292 ) Issuance of shares of common stock — — 150 5,607 — — — — 5,757 Currency translation adjustment — — — — — — — ( 3,078 ) ( 3,078 ) Purchase of treasury stock — — — — — ( 4,868 ) — — ( 4,868 ) Net income (loss) — — — — 41,003 — ( 938 ) — 40,065 Balance at September 30, 2022 $ 1 $ 15 $ 345 $ 213,455 $ 243,420 $ ( 38,379 ) $ ( 885 ) $ ( 32,360 ) $ 385,612 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 DXP ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - THE COMPANY DXP Enterprises, Inc. together with its subsidiaries (collectively "DXP," "Company," "us," "we," or "our") was incorporated in Texas on July 26, 1996. DXP Enterprises, Inc. and its subsidiaries are engaged in the business of distributing maintenance, repair and operating ("MRO") products and services to a variety of end markets and industrial customers. Additionally, DXP provides integrated, custom pump skid packages, pump remanufacturing and manufactures branded private label pumps to energy and industrial customers. The Company is organized into three business segments: Service Centers ("SC"), Supply Chain Services ("SCS") and Innovative Pumping Solutions ("IPS"). See Note 12 - Segment Reporting for discussion of the business segments. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES Basis of Presentation The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its variable interest entity ("VIE"). The accompanying unaudited condensed consolidated financial statements have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. For a more complete discussion of our significant accounting policies and business practices, refer to the consolidated Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 5, 2022. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of results expected for the full fiscal year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented. All inter-company accounts and transactions have been eliminated upon consolidation. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements On April 1, 2022, we adopted Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, along with its subsequently issued guidance, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. The provisions of this update are applicable to us through December 31, 2022. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to address diversity in practice on how an acquirer should recognize and measure revenue contracts acquired in a business combination. ASU 2021-08 will require an acquirer to recognize and measure contract assets acquired and contract liabilities assumed in a business combination in accordance with FASB Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers . For the Company, ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ASU should be applied prospectively to business combinations occurring on or after the effective date. Early adoption of ASU 2021-08 is permitted, including in an interim period. The Company expects the new Standard to have an impact for future acquisitions. From time to time the Company does acquire businesses that perform project-based work and therefore include Contract Assets and Liabilities. All other new accounting pronouncements that have been issued, but not yet effective, are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations. 7 NOTE 4 - REVISION During the first quarter of 2022, we identified errors in the translation of the goodwill associated with our investment in our Canadian subsidiaries. We determined that we were not appropriately translating Canadian goodwill in consolidation since acquiring these businesses in 2012 and 2013. The failure to translate these balances resulted in an overstatement of US dollar-based goodwill for several years. We assessed the materiality of the errors on prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality , codified in Accounting Standards Codification (ASC) 250, Presentation of Financial Statements. We concluded that the errors were not material to our prior period consolidated financial statements and, therefore, amendments of previously filed consolidated financial statements are not required. In accordance with ASC 250, we have corrected the errors by revising the unaudited condensed consolidated financial statements presented herein. Prior periods not presented herein will be revised, as applicable, in future filings. The impacts of the revisions on the periods presented herein are provided in the following tables. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As previously As previously Reported Adjustments Revised Reported Adjustments Revised CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Currency translation adjustments $ ( 2,129 ) $ ( 574 ) $ ( 2,703 ) $ 475 $ 2 $ 477 Total comprehensive income $ 4,807 $ ( 574 ) $ 4,233 $ 15,500 $ 2 $ 15,502 As previously Reported Adjustments Revised BALANCE SHEET ( AT DECEMBER 31, 2021 ): Goodwill $ 308,506 $ ( 11,965 ) $ 296,541 Total Assets $ 906,192 $ ( 11,965 ) $ 894,227 Accumulated other comprehensive loss $ ( 17,317 ) $ ( 11,965 ) $ ( 29,282 ) Total Equity $ 358,692 $ ( 11,965 ) $ 346,727 Total Liabilities & Equity $ 906,192 $ ( 11,965 ) $ 894,227 Accumulated Other Comprehensive Loss As previously Reported Adjustments Revised CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Balance at June 30, 2021 $ ( 15,409 ) $ ( 11,440 ) $ ( 26,849 ) Currency translation adjustment ( 2,129 ) ( 574 ) ( 2,703 ) Balance at September 30, 2021 $ ( 17,538 ) $ ( 12,014 ) $ ( 29,552 ) Balance at December 31, 2020 $ ( 18,013 ) $ ( 12,016 ) $ ( 30,029 ) Currency translation adjustment 475 2 477 Balance at September 30, 2021 $ ( 17,538 ) $ ( 12,014 ) $ ( 29,552 ) 8 NOTE 5 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES Authoritative guidance for financial assets and liabilities measured on a recurring basis applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Fair value, as defined in the authoritative guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance affects the fair value measurement of an investment with quoted market prices in an active market for identical instruments, which must be classified in one of the following categories: Level 1 inputs come from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are other than quoted prices that are observable for an asset or liability. These inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 inputs are unobservable inputs for an asset or liability which require the Company's own assumptions. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our acquisitions may include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include management's assumptions about the likelihood of payment based on the established benchmarks, discount rates, and an internal rate of return analysis. The fair value measurement includes inputs that are Level 3 inputs as discussed above, as they are not observable in the market. Should actual results increase or decrease as compared to the assumptions used in our analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration are measured each reporting period and reflected in our results of operations. As of September 30, 2022, we recorded liabilities in other current and long-term liabilities for contingent consideration associated with the acquisitions of Process Machinery, Inc. ("PMI"), Burlingame Engineers, Inc. ("Burlingame"), Drydon Equipment, Inc. ("Drydon"), Cisco Air Systems, Inc. ("Cisco") and Sullivan Environmental Technologies, Inc. ("Sullivan") of $ 1.1 million, $ 0.5 million, $ 2.7 million, $ 4.6 million and $ 1.0 million, respectively. See further discussion at Note 13 - Business Acquisitions . For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the nine months ended September 30, 2022: 9 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Contingent Liability for Accrued Consideration (in thousands) *Beginning balance at December 31, 2021 $ 905 Acquisitions and settlements: Acquisitions (Note 13) 8,200 Settlements ( 1,250 ) Total remeasurement adjustments: Changes in fair value recorded in other (income) expense, net 2,125 *Ending Balance at September 30, 2022 $ 9,980 Total losses included in earnings or changes to net assets, attributable to changes in unrealized losses relating to liabilities still held at September 30, 2022. $ 2,125 *Amounts included in other current liabilities was $ 5.4 million and $ 0.5 million for the periods ending September 30, 2022 and December 31, 2021, respectively. Amounts included in long-term liabilities was $ 4.6 million and $ 0.4 million for the periods ending September 30, 2022 and December 31, 2021, respectively. Quantitative Information about Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: (in thousands, unaudited) Fair value at September 30, 2022 Valuation Technique Significant Unobservable Inputs Contingent consideration: (PMI, Burlingame, Drydon, Cisco and Sullivan acquisitions) $ 9,980 Discounted cash flow Annualized EBITDA and probability of achievement Sensitivity to Changes in Significant Unobservable Inputs As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to the acquisition of PMI, Burlingame, Drydon, Cisco and Sullivan are annualized EBITDA forecasts developed by the Company's management and the probability of achievement of those EBITDA results. The discount rate used in the calculation was 7.5 percent. Changes in our unobservable inputs in isolation would result in a change to our fair value measurement. Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at September 30, 2022 and December 31, 2021, but which require disclosure of their fair values include: cash, trade accounts receivable, trade accounts payable and accrued expenses, accrued payroll and related benefits, and the revolving line of credit and term loan debt under our syndicated credit agreement facility ( Note 9 ). Due to the short-term nature of these aforementioned securities, the Company believes that the estimated fair value of such instruments at September 30, 2022 and December 31, 2021 approximates their carrying value as reported on the unaudited condensed consolidated balance sheets. NOTE 6 – INVENTORIES The carrying values of inventories are as follows ( in thousands ): September 30, 2022 December 31, 2021 Finished goods $ 96,884 $ 80,329 Work in process 34,406 20,565 Inventories $ 131,290 $ 100,894 10 NOTE 7 – CONTRACT ASSETS AND LIABILITIES Under our customized pump production and long-term water and wastewater project contracts in our IPS segment, amounts are billed as work progresses in accordance with agreed-upon contractual terms, upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Our contract assets are presented as “Cost and estimated profits in excess of billings” on our unaudited condensed consolidated balance sheets. However, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities that are presented as “Billings in excess of costs and estimated profits” on our unaudited condensed consolidated balance sheets. Costs and estimated profits on uncompleted contracts and related amounts billed were as follows ( in thousands ): September 30, 2022 December 31, 2021 Costs incurred on uncompleted contracts $ 71,838 $ 41,329 Estimated profits, thereon 23,324 17,143 Total Costs and Estimated profits on uncompleted contracts 95,162 58,472 Less: billings to date 69,283 44,859 Net $ 25,879 $ 13,613 Such amounts were included in the accompanying unaudited condensed consolidated balance sheets for September 30, 2022 and December 31, 2021 under the following captions ( in thousands ): September 30, 2022 December 31, 2021 Costs and estimated profits in excess of billings $ 30,122 $ 17,193 Billings in excess of costs and estimated profits ( 4,265 ) ( 3,581 ) Translation adjustment 22 1 Net $ 25,879 $ 13,613 During the nine months ended September 30, 2022, $ 3.6 million of the balances that were previously classified as contract liabilities at the beginning of the period were recognized in revenues. Contract asset and liability changes were primarily due to normal activity and timing differences between our performance and customer payments. NOTE 8 – INCOME TAXES Income tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items, which are recorded in the period in which they occur. Our effective tax rate from continuing operations was a tax expense of 28.1 percent for the three months ended September 30, 2022 compared to a tax benefit of 8.9 percent for the three months ended September 30, 2021. Compared to the U.S. statutory rate for the three months ended September 30, 2022, the effective tax rate was increased by state taxes, foreign taxes, nondeductible expenses, and uncertain tax positions recorded for research and development tax credits and was partially offset by research and development tax credits and other tax credits. Compared to the U.S. statutory rate for the three months ended September 30, 2021,the effective tax rate was decreased by R&D credit and other credits and impacts resulting from the CARES Act and increased by state taxes, foreign taxes, nondeductible expenses, and uncertain tax positions for research and development tax credits. Our effective tax rate from continuing operations was a tax expense of 25.1 percent for the nine months ended September 30, 2022 compared to a tax expense of 13.7 percent for the nine months ended September 30, 2021. Compared to the U.S. statutory rate for the nine months ended September 30, 2022, the effective tax rate was increased by state taxes, foreign taxes, nondeductible expenses, and uncertain tax positions recorded for research and development tax credits and was partially offset by research and development tax credits and other tax credits. Compared to the U.S. statutory rate for the nine months ended September 30, 2021, the effective tax rate was decreased by research and development tax credits and other tax credits, NOL utilization, foreign tax credits, return to provision adjustments and was partially offset by state taxes, nondeductible expenses, and uncertain tax positions for research and development tax credits. To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts would be classified as a component of income tax provision (benefit) in the financial statements consistent with the Company’s policy. 11 NOTE 9 – LONG-TERM DEBT The components of the Company's long-term debt consisted of the following ( in thousands ): September 30, 2022 December 31, 2021 Carrying Value (1) Fair Value Carrying Value (1) Fair Value ABL Revolver $ 40,606 $ 40,606 $ — $ — Term Loan B 324,225 308,014 326,700 325,883 Total long-term debt 364,831 348,620 326,700 325,883 Less: current portion ( 43,906 ) ( 43,741 ) ( 3,300 ) ( 3,292 ) Long-term debt less current maturities $ 320,925 $ 304,879 $ 323,400 $ 322,591 (1) Carrying value amounts do not include unamortized debt issuance costs of $ 7.2 million and $ 8.0 million for September 30, 2022 and December 31, 2021, respectively . Credit Agreements On July 19, 2022, the Company entered into an Amended and Restated Loan and Security Agreement (the “ABL Credit Agreement”) that provided for a $ 135.0 million asset-backed revolving line of credit (the "ABL Revolver"). The ABL Credit Agreement amends and restates the Loan and Security Agreement dated as of August 29, 2017. Subject to the conditions set forth in the ABL Credit Agreement, the ABL Revolver may be increased by up to an aggregate of $ 50.0 million, in minimum increments of $ 10.0 million. The ABL Revolver matures on July 19, 2027. As of September 30, 2022, the Company had $ 40.6 million outstanding under the ABL Revolver included in current maturities and debt on our unaudited condensed consolidated balance sheets. Total borrowing capacity under the ABL Revolver was $ 91.7 million, net of the impact of outstanding letters of credit. On December 23, 2020, DXP entered into a seven year , $ 330 million Senior Secured Term Loan B (the “Term Loan B Agreement”), which replaced DXP’s previously existing Senior Secured Term Loan. The fair value measurements used by the Company are considered Level 2 inputs, as defined in the fair value hierarchy. The fair value estimates were based on quoted prices for identical or similar securities. The Company was in compliance with all financial covenants under the ABL Revolver and Term Loan B Agreements as of September 30, 2022. NOTE 10 - EARNINGS PER SHARE DATA Basic earnings per share is computed based on weighted average shares outstanding and excludes dilutive securities. Diluted earnings per share is computed including the impacts of all potentially dilutive securities. The following table sets forth the computation of basic and diluted earnings per share for the periods indicated ( in thousands, except per share data ): 12 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic: Weighted average shares outstanding 18,820 18,710 18,712 19,060 Net income attributable to DXP Enterprises, Inc. $ 13,929 $ 7,125 $ 41,003 $ 15,615 Convertible preferred stock dividend 22 23 67 68 Net income attributable to common shareholders $ 13,907 $ 7,102 $ 40,936 $ 15,547 Per share amount $ 0.74 $ 0.38 $ 2.19 $ 0.82 Diluted: Weighted average shares outstanding 18,820 18,710 18,712 19,060 Assumed conversion of convertible preferred stock 840 840 840 840 Total dilutive shares 19,660 19,550 19,552 19,900 Net income attributable to common shareholders $ 13,907 $ 7,102 $ 40,936 $ 15,547 Convertible preferred stock dividend 22 23 67 68 Net income attributable to DXP Enterprises, Inc. $ 13,929 $ 7,125 $ 41,003 $ 15,615 Per share amount $ 0.71 $ 0.36 $ 2.10 $ 0.78 NOTE 11 - COMMITMENTS AND CONTINGENCIES From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. While DXP is unable to predict the outcome or estimate the financial impact of these disputes, it believes that the ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on DXP's consolidated financial position, cash flows, or results of operations. NOTE 12 - SEGMENT REPORTING The Company's reportable business segments are: Service Centers, Innovative Pumping Solutions and Supply Chain Services. The Service Centers segment is engaged in providing MRO products, equipment and integrated services, including logistics capabilities, to industrial customers. The Service Centers segment provides a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, industrial supply, safety products and safety services categories. The Innovative Pumping Solutions segment fabricates and assembles custom-made pump packages, re-manufactures pumps, manufactures branded private label pumps and provides products and process lines for the water and wastewater treatment industries. The Supply Chain Services segment provides a wide range of MRO products and manages all or part of a customer's supply chain, including warehouse and inventory management. Sales are shown net of inter-segment eliminations. The following table sets out financial information related to the Company's segments excluding amortization ( in thousands ): 13 Three Months Ended September 30, 2022 2021 SC IPS SCS Total SC a IPS SCS Total Product sales 1 $ 238,595 $ — $ 62,294 $ 300,889 $ 199,052 $ — $ 36,213 $ 235,265 Inventory services 2 — — 5,893 5,893 — — 4,302 4,302 Staffing services 3 21,488 — — 21,488 13,487 — — 13,487 Pump production and delivery 4 — 59,044 — 59,044 — 36,440 — 36,440 Total Revenue $ 260,083 $ 59,044 $ 68,187 $ 387,314 $ 212,539 $ 36,440 $ 40,515 $ 289,494 Income from operations 5 $ 35,718 $ 7,327 $ 5,332 $ 48,377 $ 29,381 $ 277 $ 3,181 $ 32,839 Nine Months Ended September 30, 2022 2021 SC IPS SCS Total SC a IPS SCS Total Product sales 1 $ 676,815 $ — $ 157,660 $ 834,475 $ 570,737 $ — $ 103,058 $ 673,795 Inventory services 2 — — 17,010 17,010 — — 12,761 12,761 Staffing services 3 53,162 — — 53,162 37,805 — — 37,805 Pump production and delivery 4 — 169,890 — 169,890 — 96,411 — 96,411 Total Revenue $ 729,977 $ 169,890 $ 174,670 $ 1,074,537 $ 608,542 $ 96,411 $ 115,819 $ 820,772 Income from operations 5 $ 95,437 $ 23,122 $ 14,311 $ 132,870 $ 77,819 $ 6,027 $ 8,991 $ 92,837 1 Product sales that are recognized at a point in time. 2 Inventory management services that are recognized over the contract life. 3 Staffing services that are invoiced on a day-rate basis. 4 Custom pump production and delivery is recognized over time. 5 Income from operations excludes amortization of intangibles and corporate expenses. a During the second quarter of 2022, we identified an error related to service revenue which resulted in a reclassification between product sales and service revenue. We assessed the materiality of the error on prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, codified in Accounting Standards Codification (ASC) 250, Presentation of Financial Statements. We concluded that the error was not material to our prior period consolidated financial statements and, therefore, amendments of previously filed consolidated financial statements are not required. In accordance with ASC 250, we have corrected the error by revising the consolidated financial statements presented herein. Prior periods not presented herein will be revised, as applicable, in future filings. 14 The following table presents reconciliations of operating income for reportable segments to the consolidated income before taxes ( in thousands ): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income from operations for reportable segments $ 48,377 $ 32,839 $ 132,870 $ 92,837 Adjustment for: Amortization of intangible assets 5,132 4,238 13,958 12,690 Corporate expenses 16,706 17,416 44,894 47,883 Income from operations $ 26,539 $ 11,185 74,018 32,264 Interest expense 6,833 5,264 17,610 15,844 Other expense (income), net 1,565 ( 450 ) 2,941 ( 985 ) Income before income taxes $ 18,141 $ 6,371 $ 53,467 $ 17,405 15 NOTE 13 - BUSINESS ACQUISITIONS On September 1, 2022, the Company completed the acquisition of Sullivan Environmental Technologies, Inc. Sullivan is a leading distributor for the municipal and industrial water and wastewater treatment industries in the states of Ohio, Kentucky, and Indiana. Sullivan is included within our IPS business segment. Total consideration for the transaction was approximately $ 6.5 million, funded with a mixture of cash on hand of $ 4.6 million, DXP stock valued at approximately $ 0.9 million and future consideration of $ 1.0 million. For the nine months ended September 30, 2022, Sullivan contributed sales of $ 188 thousand and net income of $ 54 thousand. Goodwill for the transaction totaled approximately $ 2.3 million. On May 2, 2022, the Company completed the acquisition of Cisco Air Systems, Inc. Cisco is a leading distributor of air compressors and related products and services focused on serving the food and beverage, transportation and general industrial markets in the Northern California and Nevada territories. Cisco is included within our SC business segment. Total consideration for the transaction was approximately $ 52.3 million, funded with a mixture of cash on hand of $ 32 million, DXP stock valued at approximately $ 4.4 million and a draw down of approximately $ 11 million on the ABL and future consideration of $ 4.5 million. For the nine months ended September 30, 2022, Cisco contributed sales of $ 20.6 million and net income of $ 4.4 million. Goodwill for the transaction totaled approximately $ 30.4 million. On March 1, 2022, the Company completed the acquisition of Drydon, a distributor and manufacturers’ representative of pumps, valves, controls and process equipment focused on serving the water and wastewater industry in the Midwest. The acquisition of Drydon was funded with cash on hand and with an issuance of DXP's common stock. The Company paid approximately $ 7.9 million in cash, stock and future consideration. A majority of Drydon's sales are project-based work under the percentage-of-completion accounting model. As a result, Drydon has been included in the IPS business segment. For the nine months ended September 30, 2022, Drydon contributed sales of $ 4.0 million and net income of $ 0.7 million. Goodwill for the transaction totaled approximately $ 4.9 million. On March 1, 2022, the Company completed the acquisition of certain assets of Burlingame, a provider of water and wastewater equipment in the industrial and municipal sectors. Burlingame is included within our SC business segment. The Company paid approximately $ 1.1 million in cash, stock and future consideration. For the nine months ended September 30, 2022, Burlingame contributed sales of $ 2.1 million and net income of $ 400 thousand. Goodwill for the transaction totaled approximately $ 0.6 million. The following represents the pro forma unaudited revenue and earnings as if Cisco, Drydon, Burlingame and Sullivan had been included in the consolidated results of the Company for the nine months ended September 30, 2022 and 2021, respectively: Nine Months Ended September 30, 2022 2021 (in thousands/unaudited) Revenue $ 1,092,823 $ 860,590 Net income $ 44,170 $ 19,492 In aggregate, the acquisition-date fair value of the consideration transferred for the four businesses totaled $ 67.9 million, which consisted of the following: Purchase Price Consideration (in millions) Total Consideration Cash payments $ 53.9 Fair value of stock issued 5.8 Future consideration 8.2 Total purchase price consideration $ 67.9 The fair value of the 267,248 common shares issued was determined based on the closing market price of the Company’s common shares on the acquisition date, adjusted for holding restrictions following consummation. 16 The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date ( in thousands ): Acquisitions Cisco Recognized as of Acquisition Date (1) Measurement Period Adjustments (2) Cisco Recognized as of Acquisition Date (As Adjusted) All Other Total Cash $ 4,352 $ — $ 4,352 $ 909 $ 5,261 Accounts receivable 5,173 — 5,173 5,941 11,114 Other receivables — — — 56 56 Inventory 3,032 — 3,032 37 3,069 Other current assets 472 ( 339 ) 133 5 138 Non-compete agreements 878 ( 1 ) 877 505 1,382 Customer relationships 10,730 6,070 16,800 1,248 18,048 Property and equipment 1,187 — 1,187 127 1,314 Operating lease ROU asset 2,168 — 2,168 — 2,168 Other assets — — — 2 2 Assets acquired $ 27,992 $ 5,730 $ 33,722 $ 8,830 $ 42,552 Short-term operating lease liability ( 463 ) — ( 463 ) — ( 463 ) Current liabilities assumed ( 5,208 ) — ( 5,208 ) ( 1,088 ) ( 6,296 ) Long-term operating lease liability ( 1,705 ) — ( 1,705 ) — ( 1,705 ) Deferred tax liability ( 2,897 ) ( 1,515 ) ( 4,412 ) — ( 4,412 ) Net assets acquired $ 17,719 $ 4,215 $ 21,934 $ 7,742 $ 29,676 Total Consideration 52,184 ( 146 ) 52,330 15,558 67,888 Goodwill $ 34,465 $ ( 4,069 ) $ 30,396 $ 7,816 $ 38,212 (1) As previously reported in the Notes section in our Quarterly Report on Form 10-Q for the quarter end June 30, 2022. (2) The measurement period adjustments primarily related to the final valuation of intangible assets related to the acquisition of Cisco. Of the $ 19.4 million of acquired intangible assets, $ 1.4 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, coinciding with the terms of the agreements. In addition, $ 18.0 million was assigned to customer relationships, and will be amortized over a period of 8 years. The goodwill total of approximately $ 38.2 million is attributable primarily to expected synergies and the assembled workforce of each entity and is generally not deductible for tax purposes. The Company recognized less than $ 300,000 of acquisition related costs that were expensed in the current period. These costs are included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income in Selling, General and Administrative costs. The Company also recognized an immaterial amount in costs associated with issuing the shares issued as consideration in the business combination. Those costs were deducted from the recognized proceeds of issuance within stockholders’ equity. 17 NOTE 14 - SHARE REPURCHASE On May 12, 2021, the Company announced that its Board of Directors authorized a share repurchase program (the “program”) under which up to $ 85.0 million worth or 1.5 million shares of its outstanding common stock may be acquired in the open market or through privately negotiated transactions over the next 24 months at the discretion of management. During the nine months ended September 30, 2022, the Company repurchased 184 thousand shares of common stock in open market purchases for $ 4.9 million at an average price of $ 26.52 per share. On June 15, 2021, the Company entered into a negotiated share repurchase agreement to repurchase shares from shareholders agreeing to pay sellers over four equal quarterly installments, which are presented within the purchase of treasury stock in the cash flow statement. During the nine months ended September 30, 2022, there were two installment payments totaling $ 13.6 million. There are no further installment payments outstanding as of September 30, 2022. Total consideration paid to repurchase the shares was recorded in shareholders’ equity as treasury shares. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2022 2022 Total number of shares purchased 125 184 Amount paid $ 3,355 $ 4,868 Average price paid per share $ 26.91 $ 26.52 18