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, 2025 2024 2025 2024 Sales $ 513,724 $ 472,935 $ 1,488,975 $ 1,331,126 Cost of sales 352,465 326,825 1,019,638 923,341 Gross profit 161,259 146,110 469,337 407,785 Selling, general and administrative expenses 117,561 106,502 339,138 301,694 Income from operations 43,698 39,608 130,199 106,091 Interest expense 14,894 15,716 44,298 46,644 Other (income) expense, net (Note 15) ( 648 ) 160 ( 2,320 ) ( 2,844 ) Income before income taxes 29,452 23,732 88,221 62,291 Provision for income taxes 7,821 2,631 22,389 13,165 Net income 21,631 21,101 65,832 49,126 Preferred stock dividend 23 23 68 68 Net income attributable to common shareholders $ 21,608 $ 21,078 $ 65,764 $ 49,058 Net income $ 21,631 $ 21,101 $ 65,832 $ 49,126 Foreign currency translation adjustments ( 709 ) 380 1,940 ( 141 ) Comprehensive income $ 20,922 $ 21,481 $ 67,772 $ 48,985 Earnings per share (Note 9) : Basic $ 1.38 $ 1.34 $ 4.19 $ 3.08 Diluted $ 1.31 $ 1.27 $ 3.98 $ 2.93 Weighted average common shares outstanding: Basic 15,686 15,750 15,693 15,915 Diluted 16,526 16,590 16,533 16,755 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 amounts) (unaudited) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash $ 123,829 $ 148,320 Restricted cash — 91 Accounts receivable, net of allowance of $ 4,175 and $ 5,172 , respectively 379,328 339,365 Inventories 109,055 103,113 Costs and estimated profits in excess of billings 57,696 50,735 Prepaid expenses and other current assets 57,020 20,250 Total current assets 726,928 661,874 Property and equipment, net 110,957 81,556 Goodwill 466,710 452,343 Other intangible assets, net 75,419 85,679 Operating lease right of use assets, net 59,936 46,569 Other long-term assets 4,504 21,473 Total assets $ 1,444,454 $ 1,349,494 LIABILITIES AND EQUITY Current liabilities: Current maturities of debt $ 6,595 $ 6,595 Trade accounts payable 115,216 103,728 Accrued wages and benefits 47,693 41,650 Customer advances 15,864 13,655 Billings in excess of costs and estimated profits 17,060 12,662 Short-term operating lease liabilities 17,163 14,921 Other current liabilities 42,697 50,773 Total current liabilities 262,288 243,984 Long-term debt, net of unamortized debt issuance costs and discounts 619,396 621,684 Long-term operating lease liabilities 44,535 33,159 Other long-term liabilities 29,896 27,879 Total long-term liabilities 693,827 682,722 Total liabilities 956,115 926,706 Commitments and Contingencies ( Note 10 ) Shareholders' equity: Series A preferred stock, $ 1.00 par value; 1,000,000 shares authorized 1 1 Series B preferred stock, $ 1.00 par value; 1,000,000 shares authorized 15 15 Common stock, $ 0.01 par value, 100,000,000 shares authorized; 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 204 204 Additional paid-in capital 219,329 219,511 Retained earnings 455,434 389,670 Accumulated other comprehensive loss ( 31,670 ) ( 33,610 ) Treasury stock, at cost 4,726,961 and 4,707,773 shares, respectively ( 154,974 ) ( 153,003 ) Total DXP Enterprises, Inc. equity 488,339 422,788 Total liabilities and equity $ 1,444,454 $ 1,349,494 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, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 65,832 $ 49,126 Reconciliation of net income to net cash provided by operating activities: Depreciation 7,646 6,821 Amortization of intangibles and finance lease assets 20,898 17,564 Amortization of debt issuance costs 2,908 2,678 Gain on sale of property and equipment ( 426 ) — Recovery of (provision for) credit losses 74 ( 783 ) Payment of contingent consideration liability in excess of acquisition-date fair value ( 459 ) ( 108 ) Fair value adjustment on contingent consideration 932 380 Restricted stock compensation expense 4,278 3,398 Deferred income taxes 23,503 ( 10,376 ) Other non-cash items ( 8,142 ) 152 Changes in operating assets and liabilities, net of effects of businesses acquired: Accounts receivable ( 33,346 ) ( 12,325 ) Costs and estimated profits in excess of billings ( 6,914 ) ( 7,392 ) Inventories ( 1,332 ) 1,130 Prepaid expenses and other assets ( 9,867 ) 772 Trade accounts payable 6,766 1,323 Accrued expenses 16,947 11,894 Billings in excess of costs and estimated profits 3,989 2,410 Income taxes ( 36,782 ) 3,404 Net cash provided by operating activities $ 56,505 $ 70,068 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 37,000 ) ( 15,673 ) Proceeds from the sale of property and equipment 2,715 — Acquisition of businesses, net of cash acquired ( 24,448 ) ( 149,440 ) Net cash used in investing activities $ ( 58,733 ) $ ( 165,113 ) 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 ) Debt issuance costs ( 325 ) — Shares repurchased held in treasury ( 1,999 ) ( 28,783 ) Payment for acquisition contingent consideration liability ( 6,874 ) ( 4,580 ) Preferred stock dividends paid ( 68 ) ( 68 ) Payment for employee taxes withheld from stock awards ( 4,460 ) ( 1,818 ) Principal payments on finance leases ( 4,597 ) ( 3,010 ) Net cash used in financing activities $ ( 23,194 ) $ ( 42,384 ) Effect of foreign currency on cash 840 ( 691 ) Net change in cash and restricted cash ( 24,582 ) ( 138,120 ) Cash and restricted cash at beginning of period 148,411 173,211 Cash and restricted cash at end of period $ 123,829 $ 35,091 Supplemental cash flow information ( Note 14 ) 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 Accum other comp loss Treasury Stock Total equity Balance at December 31, 2024 $ 1 $ 15 $ 204 $ 219,511 $ 389,670 $ ( 33,610 ) $ ( 153,003 ) $ 422,788 Preferred dividends paid — — — — ( 23 ) — — ( 23 ) Compensation expense for restricted stock — — — 1,317 — — — 1,317 Tax related items for share based awards — — — ( 126 ) — — — ( 126 ) Currency translation adjustment — — — — — 86 — 86 Excise tax on share repurchases — — — — — — 28 28 Net income — — — — 20,589 — — 20,589 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 Net income — — — — 23,612 — — 23,612 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 6 Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Accum other comp loss Treasury Stock Total equity Balance at December 31, 2023 $ 1 $ 15 $ 345 $ 216,482 $ 319,271 $ ( 31,240 ) $ ( 123,995 ) $ 380,879 Preferred dividends paid — — — — ( 23 ) — — ( 23 ) Compensation expense for restricted stock — — — 864 — — — 864 Tax related items for share based awards — — — ( 54 ) — — — ( 54 ) Currency translation adjustment — — — — — ( 614 ) — ( 614 ) Repurchases of shares — — — — — — ( 16,805 ) ( 16,805 ) Excise tax on share repurchases — — — — — — ( 115 ) ( 115 ) Net income — — — — 11,332 — — 11,332 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 ) Net income — — — — 16,693 — — 16,693 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 ) Net income — — — — 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 7 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," the "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 business-to-business customers. Additionally, DXP provides integrated, custom pump skid packages, pump remanufacturing and manufactures branded private label pumps to energy and broad industrial customers. The Company is currently organized into three business segments: Service Centers ("SC"), Innovative Pumping Solutions ("IPS"), and Supply Chain Services ("SCS"). See Note 11 - 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 generally accepted accounting principles in the United States of America ("U.S. GAAP"). For interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC") not all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP are required. The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2024 that are included in our annual report on Form 10-K filed with the SEC on March 10, 2025 (“Annual Report”). Certain reclassifications were made to the prior year’s consolidated financial statements to conform to the current year presentation. 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 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. All intercompany accounts and transactions have been eliminated in consolidation. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS All 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. Accounting Pronouncements Not Yet Adopted 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). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU would result in additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU. 8 In December 2023, FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU. NOTE 4 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 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 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 consideration are measured each reporting period and reflected in our results of operations. 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 *Beginning balance at December 31, 2024 $ 16,322 Acquisitions and settlements: Acquisitions ( Note 12 ) 683 Settlements ( 7,333 ) Total remeasurement adjustments: Changes in fair value recorded in other expense (income), net 932 *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 The significant Level 3 unobservable inputs used in the fair value measurement of contingent consideration related to the acquisitions 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 calculations was 9.3 percent. Changes in our unobservable inputs in isolation would result in a change to our fair value measurement. 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 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. 9 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 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 ): September 30, 2025 December 31, 2024 Finished goods $ 94,728 $ 89,780 Work in process 14,327 13,333 Inventories $ 109,055 $ 103,113 NOTE 6 – CONTRACT ASSETS AND LIABILITIES 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. Costs and estimated profits on uncompleted contracts and related amounts billed were as follows ( in thousands ): September 30, 2025 December 31, 2024 Costs incurred on uncompleted contracts $ 148,600 $ 122,951 Estimated profits, thereon 70,927 58,373 Total costs and estimated profits on uncompleted contracts 219,527 181,324 Less: billings to date 178,891 143,251 Net $ 40,636 $ 38,073 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 Billings in excess of costs and estimated profits ( 17,060 ) ( 12,662 ) Net $ 40,636 $ 38,073 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. 10 NOTE 7 – INCOME TAXES The following table presents provision for income taxes (in thousands, except for effective tax rate): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Income before provision for income taxes $ 29,452 $ 23,732 $ 88,221 $ 62,291 Provision for income taxes 7,821 2,631 22,389 13,165 Effective tax rate 26.6 % 11.1 % 25.4 % 21.1 % 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 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 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 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 ): September 30, 2025 December 31, 2024 ABL Revolver $ — $ — Amended Senior Secured Term Loan B due October 13, 2030 (1) 643,005 647,876 Promissory Note due November 1, 2029 1,000 1,000 Total debt 644,005 648,876 Less: current maturities ( 6,595 ) ( 6,595 ) Total long-term debt $ 637,410 $ 642,281 Unamortized discount and debt issuance costs 18,014 20,597 Long-term debt, net of unamortized discount and debt issuance costs $ 619,396 $ 621,684 (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. 11 Senior Secured Term Loan B: On October 3, 2024, the Company entered into an amendment on its existing Senior Secured Term Loan B (the “Term Loan Amendment”), which provides for, among other things, an additional $ 105.0 million in new incremental commitments. 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 percent, with the remaining balance being payable on October 13, 2030, when the facility matures. 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 7.91 percent and 8.32 percent as of September 30, 2025 and December 31, 2024, respectively. Facility Size Increases The Senior Secured Term Loan B allows for incremental increases in facility size up to an aggregate of $ 100 million. Prepayments 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 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 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"). Subject to the conditions set forth in the ABL Credit Agreement, the ABL Revolver may be increased in increments of $ 10.0 million up to an aggregate of $ 50.0 million. 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 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 September 30, 2025 the unused line fee was 0.375 percent and there were no amounts outstanding under the ABL Revolver. Guarantees Each of our current and future wholly owned material U.S. subsidiaries and DXP Enterprises, Inc. guarantees the obligations of our borrower under the ABL Revolver. Additionally, each of our Canadian subsidiaries guarantees the obligations of our Canadian borrower subsidiaries under the ABL Revolver. 12 Security Obligations under the U.S. Borrowing Base are primarily secured, subject to certain exceptions, by a first-priority secure interest in the accounts receivable, inventory and related assets of our wholly owned, material U.S. subsidiaries. The security interest in accounts receivable, inventory, and related assets of the U.S. borrower subsidiaries ranks prior to the security interest in this collateral which secures the Term Loan B. The obligations under the Canadian Borrowing Base are primarily secured, subject to certain exceptions, by a first-priority secure interest in the accounts receivable, inventory and related assets of our wholly owned, material Canadian subsidiaries and our wholly owned material U.S. subsidiaries. Excess Availability 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 7.50 percent and 7.75 percent as of September 30, 2025 and December 31, 2024, respectively. Facility Size Increases Effective, July 1, 2025, the Company exercised its right to increase the ABL Credit Agreement by an aggregate amount of $ 50 million. Financial Covenant The Company's principal financial covenant under the ABL Credit Agreement include a Fixed Charge Coverage Ratio. 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 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 ): Amount 2025 $ 1,724 2026 6,595 2027 6,595 2028 6,595 2029 7,095 Thereafter 615,401 Total $ 644,005 13 NOTE 9 - EARNINGS PER SHARE 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 ): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Basic earnings per share: Weighted average shares outstanding 15,686 15,750 15,693 15,915 Net income attributable to DXP Enterprises, Inc. $ 21,631 $ 21,101 $ 65,832 $ 49,126 Convertible preferred stock dividend 23 23 68 68 Net income attributable to common shareholders $ 21,608 $ 21,078 $ 65,764 $ 49,058 Per share amount $ 1.38 $ 1.34 $ 4.19 $ 3.08 Diluted earnings per share: Weighted average shares outstanding 15,686 15,750 15,693 15,915 Assumed conversion of convertible preferred stock 840 840 840 840 Total dilutive shares 16,526 16,590 16,533 16,755 Net income attributable to common shareholders $ 21,608 $ 21,078 $ 65,764 $ 49,058 Convertible preferred stock dividend 23 23 68 68 Net income attributable to DXP Enterprises, Inc. $ 21,631 $ 21,101 $ 65,832 $ 49,126 Per share amount $ 1.31 $ 1.27 $ 3.98 $ 2.93 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. NOTE 10 - 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 11 - SEGMENT REPORTING We have three reportable and operating segments: Service Centers, Innovative Pumping Solutions and Supply Chain Services. The Service Centers segment is engaged in providing maintenance, MRO products and equipment, 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, fastener, 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 intersegment eliminations. 14 Segment information is prepared on the same basis that our Chief Executive Officer, who is our chief operating decision maker (“CODM”), manages the segments, evaluates financial results, and makes key operating decisions. These segments were determined primarily on the distribution channels of the products and services offered and the nature of the customer markets and the primary driver of the customers spend. The Company's CODM directs the allocation of resources to these segments based upon historical and current revenue, direct operating expenses, operating income, and capital expenditures of each respective segment. The allocation of resources across these segments is dependent upon, among other factors, the segments' historical or future expected operating margins; the segments' historical or future expected returns on capital; outlook within a specific market; opportunities to grow profitability; new products, services or new customer accounts; confidence in management; and competitive landscape and intensity. As a part of the Company's annual business planning, the CODM reviews our reportable segment composition and financial performance. As a result of this review, on January 1st, 2025, we moved certain branch locations previously reported under our IPS segment to our SC segment. 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 forth financial information related to the Company's segments ( in thousands ): Three Months Ended September 30, 2025 Service Center Innovative Pumping Solutions Supply Chain Services Total Reportable Segments Corporate Total Sales $ 350,179 $ 100,551 $ 62,994 $ 513,724 $ — $ 513,724 Operating expenses 296,817 81,147 57,635 435,599 — 435,599 Other expenses Depreciation 995 774 8 1,777 1,034 2,811 Amortization of finance lease assets 1,021 231 47 1,299 443 1,742 Other (1) — — — — 29,874 29,874 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 (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 (1). Other primarily includes selling, general and administrative expenses of $ 24.5 million and amortization of intangible assets of $ 5.4 million. Three Months Ended September 30, 2024 Service Center Innovative Pumping Solutions Supply Chain Services Total Reportable Segments Corporate Total Sales $ 316,831 $ 89,825 $ 66,279 $ 472,935 $ — $ 472,935 Operating expenses 269,034 70,614 60,671 400,319 — 400,319 Other expenses Depreciation 807 848 8 1,663 702 2,365 Amortization of finance lease assets 835 156 32 1,023 87 1,110 Other (1) — — — — 29,533 29,533 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 (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 (1). Other primarily includes selling, general and administrative expenses of $ 24.3 million and amortization of intangible assets of $ 5.2 million. 15 Nine Months Ended September 30, 2025 Service Center Innovative Pumping Solutions Supply Chain Services Total Reportable Segments Corporate Total Sales $ 1,016,985 $ 280,273 $ 191,717 $ 1,488,975 $ — $ 1,488,975 Operating expenses 862,649 226,832 175,470 1,264,951 — 1,264,951 Other expenses Depreciation 2,864 2,336 24 5,224 2,423 7,647 Amortization of finance lease assets 2,911 657 127 3,695 1,151 4,846 Other (1) — — — — 81,332 81,332 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 (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 (1). Other primarily includes selling, general and administrative expenses of $ 65.2 million and amortization of intangible assets of $ 16.1 million. Nine Months Ended September 30, 2024 Service Center Innovative Pumping Solutions Supply Chain Services Total Reportable Segments Corporate Total Sales $ 911,783 $ 225,417 $ 193,926 $ 1,331,126 $ — $ 1,331,126 Operating expenses 776,565 183,980 177,155 1,137,700 — 1,137,700 Other Expenses Depreciation 2,334 2,547 24 4,905 1,916 6,821 Amortization of finance lease assets 2,554 347 94 2,995 236 3,231 Other (1) — — — — 77,283 77,283 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 (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 (1). Other primarily includes selling, general and administrative expenses of $ 63.0 million and amortization of intangible assets of $ 14.3 million. 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 Innovative Pumping Solutions 322,587 311,429 Supply Chain Services 90,383 62,760 Total Reportable Segments Assets $ 1,229,828 $ 1,138,722 Corporate 214,626 210,772 Total Assets $ 1,444,454 $ 1,349,494 16 NOTE 12 - BUSINESS ACQUISITIONS The Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its estimate of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments. During the first quarter of 2025, the Company acquired one business for a total of $ 13.0 million. 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. 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 Tangible assets acquired 8,160 927 5,219 14,306 Intangible assets acquired 3,284 203 2,305 5,792 Total assets acquired $ 11,444 $ 1,130 $ 7,524 $ 20,098 Total liabilities assumed ( 4,983 ) ( 508 ) ( 1,179 ) ( 6,670 ) Net assets acquired 6,461 622 6,345 13,428 Goodwill $ 6,520 $ 405 $ 5,254 $ 12,179 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 $ 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 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. Of the $ 5.8 million of acquired intangible assets, $ 0.3 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, and $ 5.5 million was assigned to customer relationships and will be amortized over a period of 8 years. NOTE 13 - SHARE REPURCHASES 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. 17 On August 28, 2024, the Company announced a new Share Repurchase Program pursuant to which we may repurchase up to $ 85.0 million worth, or 2.5 million shares of the Company's outstanding common stock over the next 24 months. Total consideration paid to repurchase the shares was recorded in shareholders’ equity as treasury stock. 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 September 30, Nine Months Ended September 30, (in thousands, except per share data) 2025 2024 2025 2024 Total number of shares purchased 19.2 100.0 19.2 565.8 Amount paid $ 1,999 $ 4,985 $ 1,999 $ 28,783 Average price paid per share $ 104.18 $ 49.85 $ 104.18 $ 50.87 NOTE 14 - SUPPLEMENTAL CASH FLOW INFORMATION Nine Months Ended September 30, (in thousands) 2025 2024 Supplemental disclosures of cash flow information: Cash paid for interest $ 40,225 $ 43,966 Cash paid for income taxes 35,095 17,911 Non-cash investing and financing activities: Treasury shares repurchase accruals $ ( 28 ) $ 225 NOTE 15 - OTHER INCOME AND EXPENSES The components of other (income) expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Interest income ( 768 ) ( 422 ) ( 2,565 ) ( 3,487 ) Change in fair value of contingent consideration 204 685 932 380 Other, net ( 84 ) ( 103 ) ( 687 ) 263 Total ( 648 ) 160 ( 2,320 ) ( 2,844 ) 18 NOTE 16 - REVENUE The Company disaggregates revenue based upon our geography and our reportable segments - Service Centers, Innovative Pumping Solutions and Supply Chain Services. Each of our geographic and reportable business segments are impacted and influenced by varying factors, including the macroeconomic environment, maintenance and capital spending and commodity prices and exploration and production activity. As such, we believe this information is important in depicting the nature, timing and uncertainty of our contracts with customers. The following Geographical Information and Note 11 - Segment Reporting present our revenue disaggregated by source. Geographical Information 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Revenues United States $ 495,781 $ 450,141 $ 1,431,885 $ 1,268,641 Canada 17,604 22,403 55,961 60,622 Other 339 391 1,129 1,863 Total $ 513,724 $ 472,935 $ 1,488,975 $ 1,331,126 19 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 nine months ended September 30, 2025 and 2024 (in thousands) : Sales Acquisition Sales Organic Sales Three Months Ended September 30, 2025 Service Centers $ 350,179 $ 11,658 $ 338,521 Innovative Pumping Solutions 100,551 6,745 93,806 Supply Chain Services 62,994 — 62,994 Total Sales $ 513,724 $ 18,403 $ 495,321 Three Months Ended September 30, 2024 Service Centers $ 316,831 $ 12,969 $ 303,862 Innovative Pumping Solutions 89,825 15,566 74,259 Supply Chain Services 66,279 — 66,279 Total Sales $ 472,935 $ 28,535 $ 444,400 $ Change Service Centers $ 33,348 $ ( 1,311 ) $ 34,659 Innovative Pumping Solutions 10,726 ( 8,821 ) 19,547 Supply Chain Services ( 3,285 ) — ( 3,285 ) Total $ Change $ 40,789 $ ( 10,132 ) $ 50,921 % Change Service Centers 10.5 % ( 10.1 ) % 11.4 % Innovative Pumping Solutions 11.9 % ( 56.7 ) % 26.3 % Supply Chain Services ( 5.0 ) % N/A ( 5.0 ) % Total % Change 8.6 % ( 35.5 ) % 11.5 % 20 Sales Acquisition Sales Organic Sales Nine Months Ended September 30, 2025 Service Centers $ 1,016,985 $ 45,154 $ 971,831 Innovative Pumping Solutions 280,273 28,966 251,307 Supply Chain Services 191,717 — 191,717 Total Sales $ 1,488,975 $ 74,120 $ 1,414,855 Nine Months Ended September 30, 2024 Service Centers $ 911,783 $ 23,187 $ 888,596 Innovative Pumping Solutions 225,417 40,526 184,891 Supply Chain Services 193,926 — 193,926 Total Sales $ 1,331,126 $ 63,713 $ 1,267,413 $ Change Service Centers $ 105,202 $ 21,967 $ 83,235 Innovative Pumping Solutions 54,856 ( 11,560 ) 66,416 Supply Chain Services ( 2,209 ) — ( 2,209 ) Total $ Change $ 157,849 $ 10,407 $ 147,442 % Change Service Centers 11.5 % 94.7 % 9.4 % Innovative Pumping Solutions 24.3 % ( 28.5 ) % 35.9 % Supply Chain Services ( 1.1 ) % N/A ( 1.1 ) % Total % Change 11.9 % 16.3 % 11.6 % NOTE 17 - SUBSEQUENT EVENT 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. 21