What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 108 added, 90 removed, 525 unchanged (27% of the section changed)

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Interest expense 14,894 15,716 44,298 46,644

Other income, net (Note 15)

Other (income) expense, net (Note 15)

( 648 ) 160 ( 2,320 ) ( 2,844 )

18 unchanged sentences

(in thousands, except share amounts) (unaudited)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

36 unchanged sentences

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

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

20,404,367 issued and 15,677,406 outstanding at September 30, 2025 and 20,402,861 issued and 15,695,088 outstanding at December 31, 2024

Additional paid-in capital 219,329 219,511

11 unchanged sentences

(in thousands) (unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Gain on sale of property and equipment ( 426 ) —

Recovery of credit losses ( 1,085 ) ( 771 )

Recovery of (provision for) credit losses 74 ( 783 )

Payment of contingent consideration liability in excess of acquisition-date fair value ( 459 ) ( 108 )

9 unchanged sentences

Trade accounts payable

( 3,159 ) ( 3,454 )

Accrued expenses

16,947 11,894

Billings in excess of costs and estimated profits 3,989 2,410

7 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on asset-backed credit facility — 6,000

Repayments on asset-backed credit facility — ( 6,000 )

Principal debt payments ( 4,871 ) ( 4,125 )

34 unchanged sentences

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

Preferred dividends paid — — — — ( 23 ) — — ( 23 )

Compensation expense for restricted stock

— — — 1,478 — — — 1,478

Tax related items for share based awards — — — ( 131 ) — — — ( 131 )

Currency translation adjustment — — — — — ( 709 ) — ( 709 )

Repurchases of shares — — — — — — ( 1,999 ) ( 1,999 )

Net income — — — — 21,631 — — 21,631

Balance at September 30, 2025 $ 1 $ 15 $ 204 $ 219,329 $ 455,434 $ ( 31,670 ) $ ( 154,974 ) $ 488,339

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

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

16 unchanged sentences

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

Preferred dividends paid — — — — ( 23 ) — — ( 23 )

Restricted stock compensation expense — — — 1,322 — — — 1,322

Tax related items for share based awards — — — ( 63 ) — — — ( 63 )

Currency translation adjustment — — — — — 380 — 380

Repurchases of shares — — — — — — ( 4,985 ) ( 4,985 )

Excise tax on share repurchases — — — — — — ( 45 ) ( 45 )

— — — — 21,101 — — 21,101

Balance at September 30, 2024 $ 1 $ 15 $ 345 $ 218,062 $ 368,329 $ ( 31,381 ) $ ( 153,003 ) $ 402,368

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 six months ended June 30, 2025 are not necessarily indicative of results expected for the full fiscal year.

The results of operations for the three and nine months ended September 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.

3 unchanged sentences

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

6 unchanged sentences

We are currently evaluating the provisions of this ASU.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

In December 2023, FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

11 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 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 ):

As of September 30, 2025, there was $ 10.6 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 nine months ended September 30, 2025 ( in thousands ):

Contingent Consideration

5 unchanged sentences

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

*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.

*Ending Balance at September 30, 2025 $ 10,604

*Amounts included in other current liabilities were $ 7.7 million and $ 8.0 million for the periods ending September 30, 2025 and December 31, 2024, respectively.

Amounts included in other long-term liabilities were $ 2.9 million and $ 8.3 million for the periods ending September 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 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:

As of September 30, 2025, the maximum amount of contingent consideration payable under these arrangements is $ 11.8 million over three years .

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at September 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 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.

The Company believes that the estimated fair value of such instruments at September 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.

3 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Finished goods $ 94,728 $ 89,780

3 unchanged sentences

Under our customized pump production and water and wastewater project contracts, 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 presented as "Costs and estimated profits in excess of billings".

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.

Generally, billing occurs subsequent to revenue recognition, resulting in contract assets presented as "Costs and estimated profits in excess of billings." 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 ):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Costs incurred on uncompleted contracts $ 148,600 $ 122,951

3 unchanged sentences

Net $ 40,636 $ 38,073

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

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

September 30, 2025 December 31, 2024

Costs and estimated profits in excess of billings $ 57,696 $ 50,735

1 unchanged sentence

Net $ 40,636 $ 38,073

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.

During the nine months ended September 30, 2025 and 2024, $ 7.9 million and $ 5.3 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.

1 unchanged sentence

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

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.

The effective tax rate increased primarily due to a lower tax benefit from research and development tax credits, lower tax benefit from stock compensation vested during the period, partially offset by a higher benefit for state income taxes.

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.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R.

1, known as the One Big Beautiful Bill Act (“OBBBA”).

Key provisions include the repeal of Section 174 R&D capitalization requirements, the extension of 100% bonus depreciation, restoration of the Section 163(j) interest limitation to an EBITDA basis, and the introduction of a 1% charitable contribution deduction floor.

As of September 30, 2025, the immediate expensing of R&D costs under Section 174, the continuation of 100% bonus depreciation, and the restoration of the EBITDA-based Section 163(j) limitation are expected to decrease cash taxes in the short term and generate a federal net operating loss.

These changes are not expected to have a material impact on the Company’s effective tax rate.

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 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.

As of September 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 ):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ABL Revolver $ — $ —

11 unchanged sentences

$ 619,396 $ 621,684

(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.

(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $ 647.8 million and $ 657.6 million as of September 30, 2025 and December 31, 2024, respectively.

Senior Secured Term Loan B:

2 unchanged sentences

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.

As of September 30, 2025 there was $ 643.0 million outstanding under the Amended Senior Secured Term Loan B.

Interest rate

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

The interest rate for the Amended Senior Secured Term Loan B was 7.91 percent and 8.32 percent as of September 30, 2025 and December 31, 2024, respectively.

Facility Size Increases

5 unchanged sentences

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.

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

As of September 30, 2025, the Company’s Secured Leverage Ratio was 2.31 to 1.00.

ABL Revolver:

On July 1, 2025, the Company entered into an Increase Agreement (the “Increase Agreement”) to which 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 $ 135.0 million to $ 185.0 million.

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").

3 unchanged sentences

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.

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

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

10 unchanged sentences

Excess Availability

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

The borrowing availability under our credit facility was $ 153.4 million and $ 125.6 million at September 30, 2025 and December 31, 2024, respectively.

Interest rate

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.

The interest rate for the ABL Revolver was 7.50 percent and 7.75 percent as of September 30, 2025 and December 31, 2024, respectively.

Facility Size Increases

The ABL Credit Agreement allows for incremental increases in facility size up to an aggregate of $ 50 million.

Effective, July 1, 2025, the Company exercised its right to increase the ABL Credit Agreement by an aggregate amount of $ 50 million.

Financial Covenant

1 unchanged sentence

The Fixed Charge Coverage Ratio under the ABL Credit Agreement is defined as the ratio for the most recently completed four-fiscal quarter period, of (a) EBITDA minus capital expenditures (excluding those financed or funded with debt (other than the ABL Loans), (ii) the portion thereof funded with the net proceeds from asset dispositions of equipment or real property which the Company is permitted to reinvest pursuant to the Term Loan and the portion thereof funded with the net proceeds of casualty insurance or condemnation awards in respect of any equipment and real estate which DXP is not required to use to prepay the ABL Loans pursuant to the Term Loan B Agreement or with the proceeds of casualty insurance or condemnation awards in respect of any other property) minus cash taxes paid (net of cash tax refunds received during such period), to (b) fixed charges.

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 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 ):

The Company is restricted from allowing its fixed charge coverage ratio to 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 September 30, 2025, the Company's Fixed Charge Coverage Ratio was 2.18 to 1.00.

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

As of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

15 unchanged sentences

Per share amount $ 1.31 $ 1.27 $ 3.98 $ 2.93

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.

As of September 30, 2025 and 2024, the weighted average of the unvested restricted stock awards were 241,742 and 301,620 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 ( in thousands ):

Three Months Ended June 30, 2025 Service Center

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

Three Months Ended September 30, 2025 Service Center

Innovative Pumping Solutions

9 unchanged sentences

— — — — 29,874 29,874

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

Operating income (loss) $ 51,346 $ 18,399 $ 5,304 $ 75,049 $ ( 31,351 ) $ 43,698

Interest expense — — — — 14,894 14,894

Other income, net — — — — ( 648 ) ( 648 )

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

Income (loss) before income taxes $ 51,346 $ 18,399 $ 5,304 $ 75,049 $ ( 45,597 ) $ 29,452

Capital expenditures 936 $ 1,082 $ — 2,018 $ 4,722 $ 6,740

Other primarily includes selling, general and administrative expenses of $ 24.5 million and amortization of intangible assets of $ 5.4 million.

Three Months Ended June 30, 2024 Service Center

Three Months Ended September 30, 2024 Service Center

Innovative Pumping Solutions

9 unchanged sentences

— — — — 29,533 29,533

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

Operating income (loss) $ 46,155 $ 18,207 $ 5,568 $ 69,930 $ ( 30,322 ) $ 39,608

Interest expense — — — — 15,716 15,716

Other income, net — — — — 160 160

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

Income (loss) before income taxes $ 46,155 $ 18,207 $ 5,568 $ 69,930 $ ( 46,198 ) $ 23,732

Capital expenditures $ 1,034 $ 920 $ — $ 1,954 $ 2,000 $ 3,954

Other primarily includes selling, general and administrative expenses of $ 24.3 million and amortization of intangible assets of $ 5.2 million.

Six Months Ended June 30, 2025 Service Center

Nine Months Ended September 30, 2025 Service Center

Innovative Pumping Solutions

9 unchanged sentences

— — — — 81,332 81,332

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

Operating income (loss) $ 148,561 $ 50,448 $ 16,096 $ 215,105 $ ( 84,906 ) $ 130,199

Interest expense — — — — 44,298 44,298

Other income, net — — — — ( 2,320 ) ( 2,320 )

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

Income (loss) before income taxes $ 148,561 $ 50,448 $ 16,096 $ 215,105 $ ( 126,884 ) $ 88,221

Capital expenditures $ 3,434 $ 2,568 $ — $ 6,002 $ 30,998 $ 37,000

Other primarily includes selling, general and administrative expenses of $ 65.2 million and amortization of intangible assets of $ 16.1 million.

Six Months Ended June 30, 2024 Service Center

Nine Months Ended September 30, 2024 Service Center

Innovative Pumping Solutions

9 unchanged sentences

— — — — 77,283 77,283

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

Operating income (loss) $ 130,330 $ 38,543 $ 16,653 $ 185,526 $ ( 79,435 ) $ 106,091

Interest expense — — — — 46,644 46,644

Other income, net — — — — ( 2,844 ) ( 2,844 )

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

Income (loss) before income taxes $ 130,330 $ 38,543 $ 16,653 $ 185,526 $ ( 123,235 ) $ 62,291

Capital expenditures $ 3,089 $ 2,564 $ 13 $ 5,666 $ 10,007 $ 15,673

Other primarily includes selling, general and administrative expenses of $ 63.0 million and amortization of intangible assets of $ 14.3 million.

June 30, 2025 December 31, 2024

The following table sets forth total assets related to the Company's segments ( in thousands ):

September 30, 2025 December 31, 2024

Service Centers $ 816,858 $ 764,533

13 unchanged sentences

During the first quarter of 2025, the Company acquired one business for a total of $ 13.0 million.

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

The Company acquired this business to expand its platforms and to maintain its leading position as the largest distributor of rotating equipment in North America.

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

The Company acquired this business to expand its geographic coverage and to maintain its leading position as the largest distributor of rotating equipment in North America.

During the third quarter of 2025, the Company acquired one business for a total of $ 11.6 million.

The Company acquired this business to expand its end markets and enhance a geographic region in order to maintain its 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 nine months ended September 30, 2025 is presented as follows ( in thousands ):

Q1 2025 Q2 2025 Q3 2025 Total

Total Acquisitions 1 1 1 3

Cash payments $ 12,981 $ 1,027 $ 10,916 $ 24,924

Contingent Consideration — — 683 683

Total purchase price consideration $ 12,981 $ 1,027 $ 11,599 $ 25,607

5 unchanged sentences

Goodwill $ 6,520 $ 405 $ 5,254 $ 12,179

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

The total purchase consideration related to our acquisitions for the nine months ended September 30, 2025 consisted primarily of cash consideration.

The total cash and cash equivalents acquired for these acquisitions was $ 1.2 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.

Transaction-related costs included within selling, general, and administrative expenses in the consolidated statements of operations was $ 1.0 million for the nine months ended September 30, 2025.

The goodwill total of approximately $ 12.2 million for the nine months ended September 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 $ 11.8 million.

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.

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 nine months ended September 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.

6 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except per share data)

4 unchanged sentences

NOTE 14 - SUPPLEMENTAL CASH FLOW INFORMATION

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

4 unchanged sentences

Treasury shares repurchase accruals

$ ( 28 ) $ 225

NOTE 15 - OTHER INCOME AND EXPENSES

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

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands)

12 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

"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) :

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

Sales Acquisition Sales Organic Sales

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Service Centers $ 350,179 $ 11,658 $ 338,521

2 unchanged sentences

Total Sales $ 513,724 $ 18,403 $ 495,321

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Service Centers $ 316,831 $ 12,969 $ 303,862

11 unchanged sentences

Sales Acquisition Sales Organic Sales

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Service Centers $ 1,016,985 $ 45,154 $ 971,831

2 unchanged sentences

Total Sales $ 1,488,975 $ 74,120 $ 1,414,855

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Service Centers $ 911,783 $ 23,187 $ 888,596

11 unchanged sentences

NOTE 17 - SUBSEQUENT EVENT

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.

On October 1, 2025, the Company completed the acquisition of APSCO, LLC.

The acquisition was funded with cash on the balance sheet.

On November 1, 2025, the Company completed the acquisition of Triangle Pump & Equipment, Inc.

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