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0001020710false00010207102024-03-072024-03-07

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):  March 7, 2024
Commission file number 0-21513
DXP Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Texas 76-0509661
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

5301 Hollister, Houston, Texas 77040 (713) 996-4700
(Address of principal executive offices) (Registrant’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Trading Symbol Name of Exchange on which Registered
Common Stock par value $0.01 DXPE NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following information is furnished pursuant to Regulation FD.
On March 7, 2024, DXP Enterprises, Inc., issued a press release announcing financial results for the fourth quarter ended December 31, 2023. A copy of the release is furnished herewith as Exhibit 99.1, and incorporated herein by reference. Such exhibit (i) is furnished pursuant to Item 2.02 of Form 8-K, (ii) is not to be considered "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1     Press Release dated March 7, 2024 announcing the earnings results for the fourth quarter ended December 31, 2023.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DXP ENTERPRISES, INC.
(Registrant)
 
By: /s/ Kent Yee
Kent Yee
Senior Vice President/Finance and Chief Financial Officer
By: /s/ David Molero Santos
David Molero Santos
Vice President/Finance and Chief Accounting Officer
 
Dated: March 7, 2024




INDEX TO EXHIBITS
Introductory Note: The following exhibit is furnished pursuant to Item 2.02 of Form 8-K and is not to be considered “filed” under the Exchange Act and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act or the Exchange Act.
Exhibit No. Description
99.1


EX-99.1 2 earningsrelease12312023.htm EX-99.1 Document
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DXP ENTERPRISES REPORTS FOURTH QUARTER AND FISCAL 2023 RESULTS

•Fiscal 2023 sales of $1.7 billion, up 13.4 percent from fiscal 2022
•Solid full Year GAAP diluted EPS of $3.89
•$174.3 million in adjusted earnings before interest, taxes, depreciation, amortization and other non-cash charges ("Adjusted EBITDA")
•Net income of $68.8 million versus $48.2 million in fiscal 2022
•Refinanced Senior Secured Term Loan B raising $550 million
•Repurchased 1.7 million shares for $54.7 million in fiscal 2023
•$173.2 million in cash and restricted cash
•Closed three acquisitions during the fiscal year - Florida Valve, Riordan, and Alliance Pump & Mechanical

Houston, TX – March 7, 2024 – DXP Enterprises, Inc. (NASDAQ: DXPE) today announced financial results for the fourth quarter and fiscal year ended December 31, 2023. The following are results for the three and twelve months ended December 31, 2023, compared to the three and twelve months ended December 31, 2022. A reconciliation of the non-GAAP financial measures can be found in the back of this press release.

Fourth Quarter 2023 financial highlights:

•Sales were $407.0 million or $6.7 million per day for the fourth quarter of 2023, compared to $406.3 million or $6.6 million per day for the fourth quarter of 2022.
•Diluted earnings per share for the fourth quarter was $0.94 based upon 17.0 million diluted shares, compared to $0.37 per share in the fourth quarter of 2022 based on 19.3 million diluted shares. Adjusted diluted earnings per shares was $1.12 per share compared to $0.50 per share for the fourth quarter of 2022.
•Adjusted earnings before interest, taxes, depreciation and amortization and other non-cash charges ("Adjusted EBITDA") for the fourth quarter of 2023 was $41.9 million compared to $31.6 million for the fourth quarter of 2022. Adjusted EBITDA as a percentage of sales was 10.3 percent and 7.8 percent, respectively.
•Free cash flow (cash flow from operating activities less capital expenditures) for the fourth quarter was $37.3 million or 92.1 percent of EBITDA.

Fiscal Year 2023 financial highlights:

•Sales increased 13.4 percent to $1.7 billion or $6.7 million per day, compared to $1.5 billion or $5.9 million per day for fiscal 2022.
•     Diluted earnings per share for 2023 was $3.89 based upon 17.7 million diluted shares, compared to $2.47 per share in 2022, based on 19.5 million basic shares. Adjusted diluted earnings per share was $4.09 per share compared to $2.69 per share in 2022.
•     Net income for the year increased $20.7 million to $68.8 million, compared to $48.2 million for fiscal 2022.
•    Adjusted EBITDA for 2023 was $174.3 million compared to $126.8 million for 2022. Adjusted EBITDA as a percentage of sales was 10.4 percent and 8.6 percent, respectively.
•     Free cash flow (cash flow from operating activities less capital expenditures) for fiscal 2023 was $94.0 million or 55.2 percent of EBITDA compared to $1.0 million in fiscal 2022.






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Business segment financial highlights:
•Service Centers’ revenue for the fiscal year was $1.1 billion, an increase of 13.4 percent year-over-year with a 14.3 percent operating income margin.
•Innovative Pumping Solutions’ revenue for the fiscal year was $273.2 million, an increase of 18.2 percent year over year with an 16.2 percent operating income margin.
•Supply Chain Services’ revenue for the fiscal year was $260.4 million, an increase of 8.3 percent year-over-year with a 8.3 percent operating margin.
David R. Little, Chairman and CEO commented, "Fiscal 2023 was another great year for DXP. DXPeople drove fourth quarter results, with strong performance across all business segments. Broad based business strength across the business helped us deliver 13.4 percent revenue growth on a year-over-year basis. This growth has fueled a healthy momentum coming into 2024. DXP’s Innovative Pumping Solutions sales were up 18.2 percent to $273.2 million, followed by Service Centers sales growing 13.4 percent to $1.1 billion and Supply Chain Services sales growing 8.3 percent at $260.4 million. Congratulations to all of our DXPeople for their hard work and efforts to serve our customers."

Mr. Little continued, "The sales momentum from the fourth quarter accompanied by our backlogs has positioned us for further success as we move into 2024. Additionally, we strengthened our balance sheet in the fourth quarter, raising a new Term Loan B which put an incremental $125 million in cash on the balance sheet. DXP’s balanced end markets, and our ability to continue to execute on acquisitions have set the stage for 2024. We see positive dynamics in our traditional end markets like oil & gas, as well as positive outlooks for end markets like water & wastewater. We are confident our growth strategy, coupled with a continued focus on improving margins and maintaining operational discipline will drive shareholder value."

Kent Yee, CFO commented, "Fiscal 2023 financial performance reflects the execution of our end market diversification efforts, our plans to grow both organically and through acquisitions, and continuous improvement in our operations and efficiency. Total sales and adjusted EBITDA grew 13.4 percent and 37.5 percent, respectively. Our fiscal 2023 diluted earnings per share was $3.89. We are pleased with the fourth quarter, and year-end results. We positioned our balance sheet in the fourth quarter to support our growth plans in 2024. DXP ended the year with $173.2 million in cash on the balance sheet and net debt of $375.5 million. DXP’s secured leverage ratio or net debt to EBITDA was 2.1:1.0 with a covenant EBITDA of $178.4 million for fiscal 2023. We expect to drive both organic and acquisition driven growth while driving shareholder and stakeholder value."

Non-GAAP Financial Measures
DXP supplements reporting of net income with non-GAAP measurements, including EBITDA, adjusted EBITDA, free cash flow, Adjusted Net Income attributable to DXP Enterprises, Inc., and net debt. This supplemental information should not be considered in isolation or as a substitute for the unaudited GAAP measurements. Additional information regarding EBITDA, free cash flow and Adjusted Net Income attributable to DXP Enterprises, Inc. referred to in this press release are included below under "Unaudited Reconciliation of Non-GAAP Financial Information."

The Company believes EBITDA provides additional information about: (i) operating performance, because it assists in comparing the operating performance of the business, as it removes the impact of non-cash depreciation and amortization expense as well as items not directly resulting from core operations such as interest expense and income taxes and (ii) the performance and the effectiveness of operational strategies. Additionally, EBITDA performance is a component of a measure of the Company’s financial covenants under its credit facility. Furthermore, some investors use EBITDA as a supplemental measure to evaluate the overall operating performance of companies in the industry. Management believes that some investors’ understanding of performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing ongoing results of operations. By providing this non-GAAP financial measure, together with a reconciliation from net income, the Company believes it is enhancing investors’ understanding of the business and results of operations, as well as assisting investors in evaluating how well the Company is executing strategic initiatives.




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About DXP Enterprises, Inc.
DXP Enterprises, Inc. is a leading products and service distributor that adds value and total cost savings solutions to industrial customers throughout the United States, Canada, Mexico and Dubai. DXP provides innovative pumping solutions, supply chain services and maintenance, repair, operating and production ("MROP") services that emphasize and utilize DXP’s vast product knowledge and technical expertise in rotating equipment, bearings, power transmission, metal working, industrial supplies and safety products and services. DXP's breadth of MROP products and service solutions allows DXP to be flexible and customer-driven, creating competitive advantages for our customers. DXP’s business segments include Service Centers, Innovative Pumping Solutions and Supply Chain Services. For more information, go to www.dxpe.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe-harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made by or to be made by the Company) contains statements that are forward-looking. These forward-looking statements include without limitation those about the Company’s expectations regarding the impact of the COVID-19 pandemic and the impact of low commodity prices of oil and gas; the Company’s business, the Company’s future profitability, cash flow, liquidity, and growth. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future; and accordingly, such results may differ from those expressed in any forward-looking statement made by or on behalf of the Company. These risks and uncertainties include, but are not limited to; decreases in oil and natural gas prices; decreases in oil and natural gas industry expenditure levels, which may result from decreased oil and natural gas prices or other factors; ability to obtain needed capital, dependence on existing management, leverage and debt service, domestic or global economic conditions, economic risks related to the impact of COVID-19, ability to manage changes and the continued health or availability of management personnel and changes in customer preferences and attitudes. In some cases, you can identify forward-looking statements by terminology such as, but not limited to, “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or the negative of such terms or other comparable terminology. For more information, review the Company’s filings with the Securities and Exchange Commission. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
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DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
Twelve Months Ended December 31,
2023 2022 2021
Sales $ 1,678,600  $ 1,480,832  $ 1,113,921 
Cost of sales 1,173,309  1,058,794  785,415 
Gross profit 505,291  422,038  328,506 
Selling, general and administrative expenses 366,569  324,286  288,649 
Income from operations 138,722  97,752  39,857 
Other (income) expense, net (1,355) 2,716  (414)
Interest expense 53,146  29,135  21,089 
Income before income taxes 86,931  65,901  19,182 
Provision for income tax expense 18,119  17,799  3,431 
Net income 68,812  48,102  15,751 
Net loss attributable to noncontrolling interest —  (53) (745)
Net income attributable to DXP Enterprises, Inc. 68,812  48,155  16,496 
Preferred stock dividend 90  90  90 
Net income attributable to common shareholders $ 68,722  $ 48,065  $ 16,406 
Net income $ 68,812  $ 48,102  $ 15,751 
Foreign currency translation adjustments 435  (2,393) 747 
Comprehensive income $ 69,247  $ 45,709  $ 16,498 
    Basic $ 4.07  $ 2.58  $ 0.87 
    Diluted $ 3.89  $ 2.47  $ 0.83 
Weighted average common shares outstanding:
    Basic 16,870  18,631  18,949 
    Diluted 17,710  19,471  19,789 










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DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
($ thousands, except per share amounts)
As of December 31,
  2023 2022
ASSETS    
Current assets:    
Cash $ 173,120  $ 46,026 
Restricted cash 91  91 
Accounts receivable, net of allowance of $5,584 and $7,610, respectively 311,171  320,880 
Inventories 103,805  101,392 
Costs and estimated profits in excess of billings 42,323  23,588 
Prepaid expenses and other current assets 18,044  24,137 
Total current assets 648,554  516,114 
Property and equipment, net 61,618  45,964 
Goodwill 343,991  333,759 
Other intangible assets, net 63,895  79,585 
Operating lease right of use assets, net 48,729  57,402 
Other long-term assets 10,649  4,456 
Total assets $ 1,177,436  $ 1,037,280 
LIABILITIES AND EQUITY  
Current liabilities:  
Current maturities of debt $ 5,500  $ 4,369 
Trade accounts payable 96,469  92,805 
Accrued wages and benefits 36,238  26,260 
Customer advances 12,160  20,128 
Billings in excess of costs and estimated profits 9,506  10,411 
Short-term operating lease liabilities 15,438  18,083 
Other current liabilities 48,854  40,845 
Total current liabilities 224,165  212,901 
Long-term debt, net of unamortized debt issuance costs and discounts 520,697  409,205 
Long-term operating lease liabilities 34,336  40,189 
Other long-term liabilities 17,359  9,593 
Total long-term liabilities 572,392  458,987 
Total liabilities 796,557  671,888 
Shareholders' Equity:  
Series A preferred stock, $1.00 par value; 1,000,000 shares authorized
Series B convertible preferred stock, $1.00 par value; 1,000,000 shares authorized 15  15 
Common stock, $0.01 par value, 100,000,000 shares authorized; 16,177,237 and 17,690,069 outstanding, respectively 345  345 
Additional paid-in capital 216,482  213,937 
Retained earnings 319,271  250,549 
Accumulated other comprehensive loss (31,240) (31,675)
Treasury stock, at cost 4,141,989 and 2,435,352 shares, respectively (123,995) (67,780)
Total DXP Enterprises, Inc. equity 380,879  365,392 
Total liabilities and equity $ 1,177,436  $ 1,037,280 
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SEGMENT DATA
($ thousands, unaudited)
Three Months Ended December 31, Twelve Months Ended December 31,
Sales 2023 2022 2023 2022
Service Centers $ 256,966  $ 279,378  $ 1,145,082  $ 1,009,356 
Innovative Pumping Solutions 88,748  61,212  273,150  231,102 
Supply Chain Services 61,330  65,704  260,368  240,374 
Total DXP Sales $ 407,044  $ 406,294  $ 1,678,600  $ 1,480,832 
Three Months Ended December 31, Twelve Months Ended December 31,
Operating Income 2023 2022 2023 2022
Service Centers $ 33,603  $ 31,807  $ 163,877  $ 127,174 
Innovative Pumping Solutions 12,622  6,826  44,260  30,037 
Supply Chain Services 5,001  5,238  21,524  19,530 
Total segment operating income $ 51,226  $ 43,871  $ 229,661  $ 176,741 


Reconciliation of Operating Income for Reportable Segments
($ thousands, unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2023 2022 2023 2022
Operating income for reportable segments $ 51,226  $ 43,871  $ 229,661  $ 176,741 
Adjustment for:
Amortization of intangibles 3,025  4,957  18,231  18,915 
Corporate and other expense, net 18,214  15,180  72,708  60,074 
Total operating income $ 29,987  $ 23,734  $ 138,722  $ 97,752 
Interest expense 17,078  11,525  53,146  29,135 
Other (income) expense, net (1,876) (227) (1,355) 2,716 
Income before income taxes $ 14,785  $ 12,436  $ 86,931  $ 65,901 


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Unaudited Reconciliation of Non-GAAP Financial Information
($ thousands, unaudited)

The following table is a reconciliation of EBITDA and adjusted EBITDA, a non-GAAP financial measure, to income (loss) before income taxes, calculated and reported in accordance with U.S. GAAP.

Three Months Ended December 31, Twelve Months Ended December 31,
2023 2022 2023 2022
Net income attributable to DXP Enterprises, Inc.
$ 16,005  $ 7,154  $ 68,812  $ 48,155 
Less: Net loss attributable to non-controlling interest (NCI)
—  885  —  (53)
Plus: Interest expense
17,078  11,525  53,146  29,135 
Plus: Provision for income tax expense
(1,220) 4,397  18,119  17,799 
Plus: Depreciation and amortization
8,637  7,175  30,105  28,500 
EBITDA $ 40,500  $ 31,136  $ 170,182  $ 123,536 
Plus: NCI income before tax
—  —  —  227 
Plus: other non-recurring items(1)
500  —  1,051  1,193 
Plus: stock compensation expense 861  482  3,072  1,850 
Adjusted EBITDA $ 41,861  $ 31,618  $ 174,305  $ 126,806 
(1) Other non-recurring items primarily include the loss associated with closing an international location for the year ended December 31, 2023 and the loss associated with the sale of a variable interest entity (VIE) for the year ended December 31, 2022.

The following table is a reconciliation of free cash flow, a non-GAAP financial measure, to cash flow from operating activities, calculated and reported in accordance with U.S. GAAP (unaudited).

Three Months Ended December 31, Twelve Months Ended December 31,
2023 2022 2023 2022
Net cash from operating activities $ 42,444  $ 3,638  $ 106,222  $ 5,894 
Less: purchases of property and equipment, net (5,160) (1,490) (12,263) (4,916)
Free Cash Flow $ 37,284  $ 2,148  $ 93,959  $ 978 
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Unaudited Reconciliation of Non-GAAP Financial Information
($ thousands, unaudited)

The following table is a reconciliation of adjusted net income attributable to DXP Enterprises, Inc., a non-GAAP financial measure, to net income attributable to DXP Enterprises, Inc., calculated and reported in accordance with U.S. GAAP.


Three Months Ended December 31, Twelve Months Ended December 31,
2023 2022 2023 2022
Net Income attributable to DXP Enterprises, Inc. $ 16,005  $ 7,154  $ 68,812  $ 48,155 
One-time non-cash loss —  —  —  1,193 
One-time debt financing costs 1,981  1,972  1,981  2,103 
Other non-recurring items 500  —  1,051  — 
Adjustment for taxes* 517  533  632  890 
Adjusted Net Income attributable to DXP Enterprises, Inc. $ 19,003  $ 9,659  $ 72,476  $ 52,341 
Weighted average common shares and common equivalent shares outstanding
Basic 16,177  18,422  16,870  18,631 
Diluted 17,017  19,262  17,710  19,471 
Diluted Earnings per Share $ 0.94  $ 0.37  $ 3.89  $ 2.47 
Adjusted Diluted Earnings per Share $ 1.12  $ 0.50  $ 4.09  $ 2.69 
* Adjustment for taxes relates to the tax effects of the adjustments that we incorporated into non-GAAP measures in order to provide a more meaningful measure of Adjusted Net Income attributable to DXP Enterprises, Inc. Also, we have included an adjustment for the normalizing of tax credits and adjustments. The year-to-date effective tax rate of 20.8 percent was applied to the one-time charges associated with the disposal of DXP's variable interest entity and one-time debt financing costs.


2023 Sales Per Business Day Reconciliation
($ thousands, except Business days, unaudited)
Q1 Q2 Q3 Q4
Total Sales $424 $428 $419 $407
Business Days 64 64 63 61
Sales Per Business Day $6,629 $6,688 $6,655 $6,673
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Organic Sales and Acquisition Sales
($ thousands, unaudited)
Twelve Months Ended December 31,
2023 2022 2021
Service Centers $ 1,145,082  $ 1,009,356  $ 816,496 
Innovative Pumping Solutions 273,150  231,102  139,591 
Supply Chain Services 260,368  240,374  157,834 
Total DXP Sales 1,678,600  1,480,832  1,113,921 
Acquisition Sales 33,078  41,527  147,472 
Organic Sales $ 1,645,522  $ 1,439,305  $ 966,449 
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