What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 220 added, 88 removed, 395 unchanged (44% of the section changed)

5 unchanged sentences

(in thousands, except per share amounts) (unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Sales $ 498,682 $ 445,556 $ 975,251 $ 858,191

25 unchanged sentences

(in thousands, except share amounts) (unaudited)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

36 unchanged sentences

Common stock, $ 0.01 par value, 100,000,000 shares authorized;

20,402,063 issued and 15,694,290 outstanding at March 31, 2025 and 20,402,861 issued and 15,695,088 outstanding at December 31, 2024

20,401,857 issued and 15,694,084 outstanding at June 30, 2025 and 20,402,861 issued and 15,695,088 outstanding at December 31, 2024

Additional paid-in capital 217,982 219,511

11 unchanged sentences

(in thousands) (unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation 4,836 4,456

Amortization of intangibles and fixed assets

Amortization of intangibles and finance lease assets

13,788 11,209

Amortization of debt issuance costs 1,927 1,788

11 unchanged sentences

Prepaid expenses and other assets ( 3,250 ) ( 4,128 )

Accounts payable

Trade accounts payable

( 3,159 ) ( 3,454 )

Accrued expenses

( 3,569 ) ( 892 )

Billings in excess of costs and estimated profits 9,823 2,591

36 unchanged sentences

Balance at March 31, 2025 $ 1 $ 15 $ 204 $ 220,702 $ 410,236 $ ( 33,524 ) $ ( 152,975 ) $ 444,659

Preferred dividends paid — — — — ( 22 ) — — ( 22 )

Compensation expense for restricted stock

— — — 1,483 — — — 1,483

Tax related items for share based awards — — — ( 4,203 ) — — — ( 4,203 )

Currency translation adjustment — — — — — 2,563 — 2,563

— — — — 23,612 — — 23,612

Balance at June 30, 2025 $ 1 $ 15 $ 204 $ 217,982 $ 433,826 $ ( 30,961 ) $ ( 152,975 ) $ 468,092

Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Accum other comp loss Treasury Stock Total equity

8 unchanged sentences

Balance at March 31, 2024 $ 1 $ 15 $ 345 $ 217,292 $ 330,580 $ ( 31,854 ) $ ( 140,915 ) $ 375,464

Preferred dividends paid — — — — ( 22 ) — — ( 22 )

Compensation expense for restricted stock — — — 1,212 — — — 1,212

Tax related items for share based awards — — — ( 1,701 ) — — — ( 1,701 )

Currency translation adjustment — — — — — 93 — 93

Repurchases of shares — — — — — — ( 6,992 ) ( 6,992 )

Excise tax on share repurchases — — — — — — ( 66 ) ( 66 )

— — — — 16,693 — — 16,693

Balance at June 30, 2024 $ 1 $ 15 $ 345 $ 216,803 $ 347,251 $ ( 31,761 ) $ ( 147,973 ) $ 384,681

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

20 unchanged sentences

Such reclassifications did not have a material effect on our consolidated statements of operations and comprehensive income, balance sheets, cash flows or equity.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of results expected for the full fiscal year.

The results of operations for the six months ended June 30, 2025 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.

26 unchanged sentences

Changes in the fair value of the contingent consideration are measured each reporting period and reflected in our results of operations.

As of March 31, 2025, there was $ 12.7 million in other current and other long-term liabilities for contingent consideration associated with the recent acquisitions.

See further discussion at Note 1 2 - Business Acq uisitions .

The following table provides a reconciliation of the beginning and ending balances and gains or losses recognized during the three months ended March 31, 2025 ( in thousands ):

As of June 30, 2025, there was $ 11.9 million in other current and other long-term liabilities for contingent consideration.

The following table provides a reconciliation of the beginning and ending balances and gains or losses recognized during the six months ended June 30, 2025 ( in thousands ):

Contingent Consideration

5 unchanged sentences

Changes in fair value recorded in other expense (income), net

*Ending Balance at March 31, 2025 $ 12,685

*Amounts included in other current liabilities were $ 7.2 million and $ 8.0 million for the periods ending March 31, 2025 and December 31, 2024, respectively.

Amounts included in other long-term liabilities were $ 5.5 million and $ 8.3 million for the periods ending March 31, 2025 and December 31, 2024, respectively.

*Ending Balance at June 30, 2025 $ 11,905

*Amounts included in other current liabilities were $ 7.3 million and $ 8.0 million for the periods ending June 30, 2025 and December 31, 2024, respectively.

Amounts included in other long-term liabilities were $ 4.6 million and $ 8.3 million for the periods ending June 30, 2025 and December 31, 2024, respectively.

Sensitivity to Changes in Significant Unobservable Inputs

2 unchanged sentences

Changes in our unobservable inputs in isolation would result in a change to our fair value measurement.

As of March 31, 2025, the maximum amount of contingent consideration payable under these arrangements is $ 14.5 million over three years .

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at March 31, 2025 and December 31, 2024, but which require disclosure of their fair values include:

As of June 30, 2025, the maximum amount of contingent consideration payable under these arrangements is $ 13.2 million over three years .

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, but which require disclosure of their fair values include:

cash, restricted cash, accounts receivable, trade accounts payable and accrued expenses.

The Company believes that the estimated fair value of such instruments at March 31, 2025 and December 31, 2024 approximates their carrying value as reported on the unaudited condensed consolidated balance sheets due to the relative short maturity of these instruments.

The Company believes that the estimated fair value of such instruments at June 30, 2025 and December 31, 2024 approximates their carrying value as reported on the unaudited condensed consolidated balance sheets due to the relative short maturity of these instruments.

See Note 8 - Long-term Debt for fair value disclosures on our asset-backed line of credit and term loan debt under our syndicated credit agreement facilities.

NOTE 5 – INVENTORIES

Inventories are made up of equipment purchased for resale, and materials utilized in the fabrication of industrial and wastewater equipment stated at lower of cost and net realizable value, primarily determined using the weighted average cost method.

Inventories are made up of equipment purchased for resale, and materials utilized in the fabrication of industrial and wastewater equipment stated at lower of cost or net realizable value, primarily determined using the weighted average cost method.

The Company reviews inventory and records provisions for the difference between cost and net realizable value arising from excess and obsolete items on hand based upon the aging of the inventories, market trends, and continued demand.

The carrying values of inventories are as follows ( in thousands ):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Finished goods $ 96,290 $ 89,780

6 unchanged sentences

Costs and estimated profits on uncompleted contracts and related amounts billed were as follows ( in thousands ):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Costs incurred on uncompleted contracts $ 136,025 $ 122,951

3 unchanged sentences

Net $ 34,354 $ 38,073

Such amounts were included in the accompanying unaudited condensed consolidated balance sheets for March 31, 2025 and December 31, 2024 under the following captions ( in thousands ):

March 31, 2025 December 31, 2024

Such amounts were included in the accompanying unaudited condensed consolidated balance sheets for June 30, 2025 and December 31, 2024 under the following captions ( in thousands ):

June 30, 2025 December 31, 2024

Costs and estimated profits in excess of billings $ 57,260 $ 50,735

1 unchanged sentence

Net $ 34,354 $ 38,073

During the three months ended March 31, 2025 and 2024, $ 5.1 million and $ 1.4 million of the balances that were previously classified as contract liabilities at the beginning of the period were recognized in revenues, respectively.

During the six months ended June 30, 2025 and 2024, $ 3.1 million and $ 2.9 million of the balances that were previously classified as contract liabilities at the beginning of the period were recognized in revenues, respectively.

Contract asset and liability changes were primarily due to normal activity and timing differences between our performance and customer payments.

NOTE 7 – 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 24.2 percent for the three months ended March 31, 2025 compared to a tax expense of 27.2 percent for the three months ended March 31, 2024.

Compared to the U.S.

statutory rate for the three months ended March 31, 2025, 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 partially offset by research and development tax credits and other 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.

The following table presents provision for income taxes (in thousands, except for effective tax rate):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Income before provision for income taxes $ 31,596 $ 23,003 $ 58,769 $ 38,559

Provision for income taxes 7,984 6,310 14,568 10,534

Effective tax rate 25.3 % 27.4 % 24.8 % 27.3 %

We are subject to income taxes in the U.S.

and foreign jurisdictions.

Significant judgment is required in determining our provision for income taxes and evaluating our uncertain tax positions.

The effective tax rate decreased primarily due to a higher tax benefit from stock compensation vested during the period, a higher benefit from state income taxes, and higher tax benefits from research and development tax credits (R&D).

These benefits were partially offset by recognition of uncertain tax positions related to R&D tax credits.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position.

Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities.

On July 4th, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law.

The OBBB makes changes to U.S.

tax law and includes provisions that beginning in January 2025, make permanent full expensing of tangible personal property, restores EBITDA-based calculations for purposes of the business interest deduction and allows for current expensing of R&D expenditures.

ASC 740-10 requires the impact of changes to tax law to be recorded in the period of enactment, which will be reflected in our third quarter financial statements.

We expect that OBBB will provide some reductions in cash taxes, however we do not anticipate the OBBB to materially impact income tax expense.

Management will continue to monitor U.S.

Treasury Department and IRS implementation of the OBBB and will apply applicable guidance and rulemaking as it becomes available.

The Organization of Economic Cooperation and Development (“OECD”) continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two.

A number of countries have utilized the administrative guidance as a starting point for legislation that went into effect January 1, 2024.

As of March 31, 2025, DXP anticipates the impact of Pillar Two to be immaterial to the Company based on current legislation that has been enacted to date.

As of June 30, 2025, DXP anticipates the impact of Pillar Two to be immaterial to the Company based on current legislation that has been enacted to date.

NOTE 8 – LONG-TERM DEBT

Long-term debt consisted of the following ( in thousands ):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

ABL Revolver $ — $ —

11 unchanged sentences

$ 620,239 $ 621,684

(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $ 645.4 million and $ 657.6 million as of March 31, 2025 and December 31, 2024, respectively.

(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $ 643.8 million and $ 657.6 million as of June 30, 2025 and December 31, 2024, respectively.

Senior Secured Term Loan B:

1 unchanged sentence

The Term Loan Amendment refinanced the existing Senior Term Loan B and replaced it with an Amended Senior Secured Term Loan B with total borrowings of $ 649.5 million.

The Senior Secured Term Loan B amortizes in equal quarterly installments of 0.25 %, with the remaining balance being payable on October 13, 2030, when the facility matures.

As of March 31, 2025 there was $ 646.3 million outstanding under the Amended Senior Secured Term Loan B.

The Senior Secured Term Loan B amortizes in equal quarterly installments of 0.25 percent, with the remaining balance being payable on October 13, 2030, when the facility matures.

As of June 30, 2025 there was $ 644.6 million outstanding under the Amended Senior Secured Term Loan B.

Interest rate

The interest rate for the Amended Senior Secured Term Loan B was 8.07 % and 8.32 % as of March 31, 2025 and December 31, 2024, respectively.

The interest rate for the Amended Senior Secured Term Loan B was 8.08 percent and 8.32 percent as of June 30, 2025 and December 31, 2024, respectively.

Facility Size Increases

1 unchanged sentence

We are required to repay the Senior Secured Term Loan B with the proceeds from certain asset sales, certain debt issuances, and certain insurance proceeds.

In addition, on an annual basis, we are required to repay an amount equal to 50 % of excess cash flow, as defined in the Senior Secured Term Loan B, reducing to 25 % if our Total Leverage Ratio is less than or equal to 3.00 to 1.00.

In addition, on an annual basis, we are required to repay an amount equal to 50 percent of excess cash flow, as defined in the Senior Secured Term Loan B, reducing to 25 percent if our Total Leverage Ratio is less than or equal to 3.00 to 1.00.

No payment of excess cash flow is required if the Total Leverage Ratio is less than or equal to 2.50 to 1.00.

Restrictive Covenants

The Company’s primary financial covenant under the Term Loan B is a Secured Leverage Ratio, The Term Loan B Agreement requires that the Company’s Secured Leverage Ratio as of March 31, 2025 to be less than 5.75 to 1.00.

As of March 31, 2025, the Company’s Secured Leverage Ratio was 2.50 to 1.00.

The Company’s primary financial covenant under the Term Loan B is a Secured Leverage Ratio.

The Term Loan B Agreement requires that the Company’s Secured Leverage Ratio as of June 30, 2025 to be less than 5.50 to 1.00.

As of June 30, 2025, the Company’s Secured Leverage Ratio was 2.41 to 1.00.

ABL Revolver:

2 unchanged sentences

The ABL Revolver matures on July 19, 2027.

Interest accrues on outstanding borrowings at a rate equal to SOFR plus a margin ranging from 1.25 % to 1.75 % per annum, or at an alternate base rate, Canadian prime rate or Canadian base rate plus a margin ranging from 0.25 % to 0.75 % per annum, in each case, based upon the average daily excess availability under the ABL Revolver for the most recently completed calendar quarter.

Fees payable on the unused portion of the facility range from 0.25 % to 0.375 % per annum.

At March 31, 2025 the unused line fee was 0.375 % and there were no amounts outstanding under the ABL Revolver.

Interest accrues on outstanding borrowings at a rate equal to SOFR plus a margin ranging from 1.25 percent to 1.75 percent per annum, or at an alternate base rate, Canadian prime rate or Canadian base rate plus a margin ranging from 0.25 percent to 0.75 percent per annum, in each case, based upon the average daily excess availability under the ABL Revolver for the most recently completed calendar quarter.

Fees payable on the unused portion of the facility range from 0.25 percent to 0.375 percent per annum.

At June 30, 2025 the unused line fee was 0.375 percent and there were no amounts outstanding under the ABL Revolver.

On July 1, 2025 the Company entered into an Increase Agreement (the “Increase Agreement”) that provided for a $ 185.0 million asset-backed revolving line of credit (the "ABL Revolver").

Please refer to Note.

17 - Subsequent Events for additional discussion.

Each of our current and future wholly owned material U.S.

10 unchanged sentences

Excess Availability

The borrowing availability under our credit facility was $ 108.9 million and $ 125.6 million at March 31, 2025 and December 31, 2024, respectively.

The borrowing availability under our credit facility was $ 106.3 million and $ 125.6 million at June 30, 2025 and December 31, 2024, respectively.

Interest rate

The interest rate for the ABL Revolver was 7.75 % and 7.75 % as of March 31, 2025 and December 31, 2024, respectively.

The interest rate for the ABL Revolver was 7.75 percent and 7.75 percent as of June 30, 2025 and December 31, 2024, respectively.

Facility Size Increases

4 unchanged sentences

The Company is restricted from allowing its fixed charge coverage ratio be less than 1.00 to 1.00 during a compliance period, which is triggered when the availability under the ABL Revolver falls below a threshold set forth in the ABL Credit Agreement.

As of March 31, 2025, the Company's Fixed Charge Coverage Ratio was 1.88 to 1.00.

The Company was in compliance with all financial covenants as of March 31, 2025.

As of March 31, 2025, the maturities of long-term debt for the next five years and thereafter were as follows ( in thousands ):

As of June 30, 2025, the Company's Fixed Charge Coverage Ratio was 2.02 to 1.00.

The Company was in compliance with all financial covenants as of June 30, 2025.

As of June 30, 2025, the maturities of long-term debt for the next five years and thereafter were as follows ( in thousands ):

Thereafter 615,401

4 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated ( in thousands, except per share data ):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Basic earnings per share:

14 unchanged sentences

Per share amount $ 1.43 $ 1.00 $ 2.67 $ 1.66

As of March 31, 2025 and 2024, the weighted average of the unvested restricted stock awards ("RSAs") were 302,647 and 296,425 shares, respectively.

As of June 30, 2025 and 2024, the weighted average of the unvested restricted stock awards ("RSAs") were 258,121 and 300,872 shares, respectively.

The preferred stock is convertible into 840,000 shares of common stock.

23 unchanged sentences

Prior period segment information has not been recast, as the changes to our segment composition did not have a material impact on the operating results of our reportable segments.

The following table sets out financial information related to the Company's segments excluding amortization ( in thousands ):

Three Months Ended March 31, Service Centers Innovative Pumping Solutions Supply Chain Services Total

Total Revenue $ 327,075 $ 86,182 $ 63,312 $ 476,569

Operating income for reportable segments

The following table sets out financial information related to the Company's segments ( in thousands ):

Three Months Ended June 30, 2025 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 339,731 $ 93,540 $ 65,411 $ 498,682 $ — $ 498,682

Identifiable assets at year end 782,602 319,897 88,481 1,190,980

Capital expenditures 2,037 574 — 2,611

Operating expenses

287,875 73,897 60,135 421,907 — 421,907

Other expenses

Depreciation 932 767 8 1,707 812 2,519

Amortization of finance leases

Amortization of finance lease assets

753 234 39 1,026 616 1,642

Three Months Ended March 31, Service Centers Innovative Pumping Solutions Supply Chain Services Total

Total Revenue $ 288,435 $ 62,216 $ 61,984 $ 412,635

Operating income for reportable segments

— — — — 26,628 26,628

Identifiable assets at year end 666,756 261,967 86,850 1,015,573

Operating Income $ 50,171 $ 18,642 $ 5,229 $ 74,042 $ ( 28,056 ) $ 45,986

Interest expense — — — — 14,744 14,744

Other income, net — — — — ( 354 ) ( 354 )

Income before income taxes $ 50,171 $ 18,642 $ 5,229 $ 74,042 $ ( 42,446 ) $ 31,596

Capital expenditures 461 $ 912 $ — 1,373 $ 8,973 $ 10,346

Other primarily includes selling, general and administrative expenses of $ 21.3 million and amortization of intangible assets of $ 5.3 million.

Three Months Ended June 30, 2024 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 306,516 $ 73,377 $ 65,663 $ 445,556 $ — $ 445,556

Operating expenses

260,929 59,068 59,800 379,797 — 379,797

Other expenses

Depreciation 785 846 8 1,639 607 2,246

Amortization of finance leases

Amortization of finance lease assets

947 97 32 1,076 84 1,160

The following table presents reconciliations of income from operations for reportable segments to the consolidated income before taxes ( in thousands ):

Three Months Ended March 31,

Income from operations for reportable segments $ 66,015 $ 52,552

Adjustment for:

Amortization of intangible assets 5,355 4,369

Corporate expenses 20,145 19,052

Income from operations $ 40,515 $ 29,131

— — — — 25,001 25,001

Operating Income $ 43,855 $ 13,366 $ 5,823 $ 63,044 $ ( 25,692 ) $ 37,352

Interest expense — — — — 15,384 15,384

Other income, net — — — — ( 1,035 ) ( 1,035 )

Income before income taxes $ 43,855 $ 13,366 $ 5,823 $ 63,044 $ ( 40,041 ) $ 23,003

Capital expenditures $ 1,149 $ 1,004 $ — $ 2,153 $ 6,672 $ 8,825

Other primarily includes selling, general and administrative expenses of $ 20.3 million and amortization of intangible assets of $ 4.7 million.

Six Months Ended June 30, 2025 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 666,806 $ 179,722 $ 128,723 $ 975,251 $ — $ 975,251

Operating expenses

565,832 145,685 117,835 829,352 — 829,352

Other expenses

Depreciation 1,869 1,562 16 3,447 1,389 4,836

Amortization of finance lease assets

1,890 426 80 2,396 708 3,104

— — — — 51,458 51,458

Operating Income $ 97,215 $ 32,049 $ 10,792 $ 140,056 $ ( 53,555 ) $ 86,501

Interest expense — — — — 29,404 29,404

Other income, net — — — — ( 1,672 ) ( 1,672 )

Income before income taxes $ 97,215 $ 32,049 $ 10,792 $ 140,056 $ ( 81,287 ) $ 58,769

Capital expenditures $ 2,498 $ 1,486 $ — $ 3,984 $ 26,276 $ 30,260

Other primarily includes selling, general and administrative expenses of $ 40.8 million and amortization of intangible assets of $ 10.7 million.

Six Months Ended June 30, 2024 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 594,952 $ 135,592 $ 127,647 $ 858,191 $ — $ 858,191

Operating expenses

507,531 113,366 116,484 737,381 — 737,381

Other Expenses

Depreciation 1,527 1,699 16 3,242 1,214 4,456

Amortization of finance lease assets

1,719 191 62 1,972 149 2,121

— — — — 47,750 47,750

Operating Income $ 84,175 $ 20,336 $ 11,085 $ 115,596 $ ( 49,113 ) $ 66,483

Interest expense — — — — 30,928 30,928

Other income, net — — — — ( 3,004 ) ( 3,004 )

Income before income taxes $ 84,175 $ 20,336 $ 11,085 $ 115,596 $ ( 77,037 ) $ 38,559

Corporate expenses includes selling, general, and administrative expenses, amortization of finance leases, and other expenses that are not directly attributable to a reportable segment.

The Company had capital expenditures at corporate of $ 17.3 million and $ 1.3 million for the periods ended March 31, 2025 and 2024, respectively.

The Company had identifiable assets at corporate of $ 191.5 million and $ 168.6 million as of March 31, 2025 and 2024, respectively.

Corporate depreciation was $ 0.6 million and $ 0.6 million for the periods ended March 31, 2025 and 2024, respectively.

Amortization of finance leases for Corporate was $ 0.1 million and $ 0.1 million for the years ended March 31, 2025 and 2024, respectively.

Capital expenditures $ 2,055 $ 1,644 $ 13 $ 3,712 $ 8,007 $ 11,719

Other primarily includes selling, general and administrative expenses of $ 38.7 million and amortization of intangible assets of $ 9.1 million.

June 30, 2025 December 31, 2024

Service Centers $ 793,446 $ 764,533

Innovative Pumping Solutions 315,224 311,429

Supply Chain Services

87,774 62,760

Total Reportable Segments Assets

$ 1,196,444 $ 1,138,722

Corporate 215,950 210,772

Total Assets $ 1,412,394 $ 1,349,494

NOTE 12 - BUSINESS ACQUISITIONS

6 unchanged sentences

We acquired this company to expand our platforms and to maintain our leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the three months ended March 31, 2025 is presented as follows ( in thousands ):

During the second quarter of 2025, the Company acquired one business for a total of $ 1.0 million.

We acquired this company to expand our geographic coverage and to maintain our leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the six months ended June 30, 2025 is presented as follows ( in thousands ):

Q1 2025 Q2 2025 Total

Total Acquisitions 1 1 2

Cash payments $ 12,851 $ 1,009 $ 13,860

Total purchase price consideration $ 12,851 $ 1,009 $ 13,860

5 unchanged sentences

Goodwill $ 6,520 $ 405 $ 6,925

The total purchase consideration related to our acquisition during the period consisted of cash consideration.

The total cash and cash equivalents acquired for this acquisition was $ 0.1 million.

Transaction-related costs included within selling, general, and administrative expenses in the consolidated statements of operations was $ 0.3 million for the three months ended March 31, 2025.

The goodwill total of approximately $ 6.5 million assigned to our SC segment was primarily attributable to expected synergies and the assembled workforce of the entity.

The total purchase consideration related to our acquisitions for the six months ended June 30, 2025 consisted of cash consideration.

The total cash and cash equivalents acquired for these acquisitions was $ 0.1 million.

Transaction-related costs included within selling, general, and administrative expenses in the consolidated statements of operations was $ 0.5 million for the six months ended June 30, 2025.

The goodwill total of approximately $ 6.9 million for the six months ended June 30, 2025 assigned to our SC segment was primarily attributable to expected synergies and the assembled workforce of the entities.

The total amount of goodwill expected to be deductible for tax purposes is $ 6.5 million.

The acquisition's operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the three months ended March 31, 2025.

The acquisitions' operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the six months ended June 30, 2025.

Pro forma results of operations information have not been presented, as the effects of the acquisitions were not material to our financial results.

1 unchanged sentence

NOTE 13 - SHARE REPURCHASES

On December 15, 2022, the Company announced a new Share Repurchase Program pursuant to which it may repurchase up to $ 85.0 million worth, or 2.8 million shares, of the Company's outstanding common stock over the next 24 months from the date of the announcement.

On December 15, 2022, the Company announced a Share Repurchase Program pursuant to which it may repurchase up to $ 85.0 million worth, or 2.8 million shares, of the Company's outstanding common stock over the next 24 months from the date of the announcement.

The Company completed the program in August 2024.

2 unchanged sentences

The following table represents total number of shares purchased, the amount paid, and the average price paid per share under share repurchase programs authorized by our Board of Directors:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data)

2025 2024 2025 2024

Total number of shares purchased — 139.4 — 465.8

2 unchanged sentences

NOTE 14 - SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

4 unchanged sentences

Treasury shares repurchase accruals

$ ( 28 ) $ 2,105

NOTE 15 - OTHER INCOME AND EXPENSES

The components of other (income) expense were as followed:

Three Months Ended March 31,

The components of other (income) expense were as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Interest income ( 765 ) ( 1,192 ) ( 1,797 ) ( 3,065 )

9 unchanged sentences

Revenues are presented in geographic area based on location of the facility shipping products or providing services.

The Company’s revenues by geographical location are as follows (in thousands):

Three Months Ended March 31,

The Company’s revenues by geographical location are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

United States $ 478,864 $ 423,621 $ 936,104 $ 818,500

Canada 19,369 21,144 38,357 38,219

449 791 790 1,472

Total $ 498,682 $ 445,556 $ 975,251 $ 858,191

Recent Acquisitions

We define and calculate organic sales to include locations and acquisitions under our ownership for at least twelve months.

"Acquisition Sales" are sales from acquisitions that have been under our ownership for less than twelve months and are excluded in our calculation of Organic Sales.

The following tables sets forth the disaggregation of revenue from sales associated with recent acquisitions for the three and six months ended June 30, 2025 and 2024 (in thousands) :

Sales Acquisition Sales Organic Sales

Three Months Ended June 30, 2025

Service Centers $ 339,731 $ 15,555 $ 324,176

Innovative Pumping Solutions 93,540 9,050 84,490

Supply Chain Services 65,411 — 65,411

Total Sales $ 498,682 $ 24,605 $ 474,077

Three Months Ended June 30, 2024

Service Centers $ 306,516 $ 8,708 $ 297,808

Innovative Pumping Solutions 73,377 14,695 58,682

Supply Chain Services 65,663 — 65,663

Total Sales $ 445,556 $ 23,403 $ 422,153

Service Centers $ 33,215 $ 6,847 $ 26,368

Innovative Pumping Solutions 20,163 ( 5,645 ) 25,808

Supply Chain Services ( 252 ) — ( 252 )

Total $ Change $ 53,126 $ 1,202 $ 51,924

Service Centers 10.8 % 78.6 % 8.9 %

Innovative Pumping Solutions 27.5 % ( 38.4 ) % 44.0 %

Supply Chain Services ( 0.4 ) % N/A ( 0.4 ) %

Total % Change 11.9 % 5.1 % 12.3 %

Sales Acquisition Sales Organic Sales

Six Months Ended June 30, 2025

Service Centers $ 666,806 $ 33,496 $ 633,310

Innovative Pumping Solutions 179,722 22,221 157,501

Supply Chain Services 128,723 — 128,723

Total Sales $ 975,251 $ 55,717 $ 919,534

Six Months Ended June 30, 2024

Service Centers $ 594,952 $ 10,219 $ 584,733

Innovative Pumping Solutions 135,592 24,959 110,633

Supply Chain Services 127,647 — 127,647

Total Sales $ 858,191 $ 35,178 $ 823,013

Service Centers $ 71,854 $ 23,277 $ 48,577

Innovative Pumping Solutions 44,130 ( 2,738 ) 46,868

Supply Chain Services 1,076 — 1,076

Total $ Change $ 117,060 $ 20,539 $ 96,521

Service Centers 12.1 % 227.8 % 8.3 %

Innovative Pumping Solutions 32.5 % ( 11.0 ) % 42.4 %

Supply Chain Services 0.8 % N/A 0.8 %

Total % Change 13.6 % 58.4 % 11.7 %

NOTE 17 - SUBSEQUENT EVENT

On May 1 st 2025, the Company acquired an industrial repair business located in Sparks, Nevada.

We acquired this business to enhance our repair and service capabilities within the rotating equipment market and expand into the Nevada market.

The Company used cash on its balance sheet to fund the approximate $ 1.0 million purchase.

On July 1, 2025 the Company entered into an Increase Agreement (the “Increase Agreement”) that provided for a $ 185.0 million asset-backed revolving line of credit (the "ABL Revolver").

The aggregate commitments under the Company’s existing asset-based revolving credit facility (the “ABL Facility”) were increased by $ 50 million.

Following the effectiveness of the Increase Agreement, the total commitments under the ABL Facility increased from $ 135 million to $ 185 million.

On July 1, 2025, the Company completed the acquisition of Moore's Pump & Services.

The acquisition was funded with cash on the balance sheet.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements