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0001020710false00010207102025-08-072025-08-07

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):  August 6, 2025
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 (713) 996-4700
Houston,  Texas 77040
(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 August 6, 2025, DXP Enterprises, Inc., issued a press release announcing financial results for the second quarter ended June 30, 2025. 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 August 6, 2025 announcing the earnings results for the second quarter ended June 30, 2025.



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: August 7, 2025




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 earningsrelease6302025.htm EX-99.1 Document
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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com

DXP ENTERPRISES, INC. REPORTS SECOND QUARTER 2025 RESULTS

•$112.9 million in cash
•$498.7 million in sales, a 4.6 percent sequential and 11.9 percent year-over-year increase
•GAAP diluted EPS of $1.43
•$57.3 million in earnings before interest, taxes, depreciation & amortization and other non-cash charges ("Adjusted EBITDA")
•Completed two acquisitions through Q2 and one subsequent to quarter end

Houston, TX – August 6, 2025 – DXP Enterprises, Inc. ("DXP" or the "Company") (NASDAQ: DXPE) today announced financial results for the second quarter ended June 30, 2025. The following are results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, and March 31, 2025, where appropriate. A reconciliation of the non-GAAP financial measures can be found in the back of this press release.

Second Quarter 2025 Financial Highlights:

•Sales increased 11.9 percent to $498.7 million compared to $445.6 million for the second quarter of 2024 and increased 4.6 percent sequentially from $476.6 million for the first quarter of 2025.
•Net income increased 41.3 percent for the second quarter to $23.6 million, compared to $16.7 million for the second quarter of 2024 and $20.6 million for the first quarter of 2025.
•Earnings per diluted share for the second quarter was $1.43 based upon 16.5 million diluted shares, compared to $1.00 earnings per diluted share in the second quarter of 2024, based on 16.7 million diluted shares.
•Adjusted EBITDA for the second quarter was $57.3 million compared to $48.2 million for the second quarter of 2024 and $52.5 million for the first quarter of 2025. Adjusted EBITDA as a percentage of sales, or Adjusted EBITDA margin, was 11.5 percent, 10.8 percent, and 11.0 percent, respectively.
•Cash flow from operating activities increased 26.5 percent for the second quarter to $18.6 million, compared to $14.7 million for the second quarter of 2024.
•Free Cash Flow (cash flow from operating activities less capital expenditures) for the second quarter was $8.3 million, compared to $5.9 million for second quarter of 2024.
Business segment financial highlights:

•Service Centers’ revenue for the second quarter was $339.7 million, an increase of 10.8 percent year-over-year, with a 14.8 percent operating income margin.
•Innovative Pumping Solutions’ revenue for the second quarter was $93.5 million, an increase of 27.5 percent year-over-year, with a 19.9 percent operating income margin.
•Supply Chain Services’ revenue for the second quarter was $65.4 million, a decrease of 0.4 percent year-over-year, with a 8.0 percent operating income margin.

David R. Little, Chairman and Chief Executive Officer commented, "Second quarter results reflect the execution of our growth strategy and the resilience and durability of DXP’s business. We are pleased with our sequential and year-over-year sales growth and strength in our gross profit margins. This resulted in operating leverage that produced earnings per share of $1.43. DXP’s second quarter 2025 sales were $498.7 million, or a 4.6 percent increase over the first quarter of 2025 and 11.9 percent increase over 2024. Sequential organic sales for the quarter increased 12.3 percent or $51.9 million and acquisitions added another $24.6 million in sales during Q2. Adjusted EBITDA grew $4.8 million, or 9.2 percent over the first quarter of 2025. During the second quarter of 2025, sales were $339.7 million for Service Center, $93.5 million for Innovative Pumping Solutions, and $65.4 million for Supply Chain Services. Overall, we are very pleased with our performance and the progress DXP continues to make as a growth company, and we are excited to enter the second half of 2025.”

Kent Yee, Chief Financial Officer and Senior Vice President, remarked, “DXP achieved another high watermark quarter with a 4.6 percent sequential and 11.9 percent year-over-year sales increase to $498.7 million and 11.5 percent Adjusted EBITDA margins. We have closed two acquisitions through the second quarter, and one subsequent, and we anticipate closing at least three or four more acquisitions during the second half of 2025. This quarters financial results reflect continued execution of our strategic goals and the impact of our diversification efforts, an overall reduced energy industry exposure, and a strong balance sheet to support our key initiatives.
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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com
Total debt outstanding as of June 30, 2025, was $626.8 million. DXP’s secured leverage ratio or net debt to EBITDA ratio was 2.4:1.0 with a covenant EBITDA of $221.1 million for the last twelve months ending June 30, 2025.”

Conference Call Information
DXP Enterprises, Inc. management will host a conference call, August 7, 2025, at 10:30 a.m. Central Time, to discuss the Company’s financial results. The conference call may be accessed by going to https://ir.dxpe.com.
Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at https://ir.dxpe.com. The online replay will be available on the same website immediately following the call. A slide presentation highlighting the Company’s results and key performance indicators will also be available on the Investor Relations section of the Company’s website.

To learn more about DXP Enterprises, Inc., please visit the Company's website at https://www.dxpe.com

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 North America 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.

Non-GAAP Financial Measures

DXP supplements reporting of net income with certain non-GAAP measurements, including EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, and Free Cash Flow. This supplemental information should not be considered in isolation or as a substitute for the unaudited GAAP measurements. Additional information regarding EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Free Cash Flow and net debt 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 facilities. 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 to its most directly comparable GAAP financial measure, 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. Free Cash Flow reconciles to the most directly comparable GAAP financial measure of cash flows from operations as provided below. We believe Free Cash Flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to fund acquisitions, make investments, repay debt obligations, repurchase shares of the Company's common stock, and for certain other activities.

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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com
Information Related to Forward-Looking Statements

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 Company's expectations regarding the filing of the Form 10-Q; the description of the anticipated changes in the Company's consolidated balance sheet and the results of operations and the Company's assessment of the impact of such anticipated changes; 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: the effectiveness of management’s strategies and decisions; our ability to implement our internal growth and acquisition growth strategies; general economic and business conditions specific to our primary customers; changes in government regulations; our ability to effectively integrate businesses we may acquire; new or modified statutory or regulatory requirements; availability of materials and labor; inability to obtain or delay in obtaining government or third-party approvals and permits; non-performance by third parties of their contractual obligations; unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response thereto; cyber-attacks adversely affecting our operations; other geological, operating and economic considerations and declining prices and market conditions, including supply or demand for maintenance, repair and operating products, equipment and service; inability of the Company or its independent auditors to complete the work necessary in order to file the Form 10-Q in the expected time frame; unanticipated changes to the Company's operating results in the Form 10-Q as filed or in relation to prior periods, including as compared to the anticipated changes stated here; unanticipated impact of such changes and its materiality; ability to obtain needed capital, dependence on existing management, leverage and debt service, domestic or global economic conditions, 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. 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 Securities and Exchange Commission, 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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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com

DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ thousands, except share amounts)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Sales $ 498,682  $ 445,556  $ 975,251  $ 858,191 
Cost of sales 340,869  307,763  667,173  596,516 
Gross profit 157,813  137,793  308,078  261,675 
Selling, general and administrative expenses 111,827  100,441  221,577  195,192 
Income from operations 45,986  37,352  86,501  66,483 
Interest expense
14,744  15,384  29,404  30,928 
Other income, net
(354) (1,035) (1,672) (3,004)
Income before income taxes 31,596  23,003  58,769  38,559 
Provision for income taxes 7,984  6,310  14,568  10,534 
Net income 23,612  16,693  44,201  28,025 
Preferred stock dividend 22  22  45  45 
Net income attributable to common shareholders $ 23,590  $ 16,671  $ 44,156  $ 27,980 
Net income $ 23,612  $ 16,693  $ 44,201  $ 28,025 
Foreign currency translation adjustments 2,563  93  2,649  (521)
Comprehensive income $ 26,175  $ 16,786  $ 46,850  $ 27,504 
Earnings per share:
Basic $ 1.50  $ 1.05  $ 2.81  $ 1.75 
Diluted $ 1.43  $ 1.00  $ 2.67  $ 1.66 
Weighted average common shares outstanding:
Basic 15,694  15,868  15,696  15,998 
Diluted 16,534  16,708  16,536  16,838 

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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com
DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
($ thousands, except share amounts)

June 30, 2025 December 31, 2024
ASSETS
Current assets:
Cash $ 112,930  $ 148,320 
Restricted cash —  91 
Accounts receivable, net of allowance of $3,665 and $5,172, respectively 361,393  339,365 
Inventories 110,758  103,113 
Costs and estimated profits in excess of billings 57,260  50,735 
Prepaid expenses and other current assets 41,320  20,250 
Total current assets 683,661  661,874 
Property and equipment, net 107,207  81,556 
Goodwill 461,298  452,343 
Other intangible assets, net 78,485  85,679 
Operating lease right of use assets, net 60,835  46,569 
Other long-term assets 20,908  21,473 
Total assets $ 1,412,394  $ 1,349,494 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of debt $ 6,595  $ 6,595 
Trade accounts payable 104,764  103,728 
Accrued wages and benefits 37,449  41,650 
Customer advances 16,018  13,655 
Billings in excess of costs and estimated profits 22,906  12,662 
Short-term operating lease liabilities 17,071  14,921 
Other current liabilities 40,646  50,773 
Total current liabilities 245,449  243,984 
Long-term debt, net of unamortized debt issuance costs and discounts 620,239  621,684 
Long-term operating lease liabilities 45,402  33,159 
Other long-term liabilities 33,212  27,879 
Total long-term liabilities 698,853  682,722 
Total liabilities 944,302  926,706 
Commitments and Contingencies
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; 20,401,857 issued and 15,694,084 outstanding at June 30, 2025 and 20,402,861 issued and 15,695,088 outstanding at December 31, 2024 204  204 
Additional paid-in capital 217,982  219,511 
Retained earnings 433,826  389,670 
Accumulated other comprehensive loss (30,961) (33,610)
Treasury stock, at cost 4,707,773 and 4,707,773 shares, respectively (152,975) (153,003)
Total DXP Enterprises, Inc. equity 468,092  422,788 
Total liabilities and equity $ 1,412,394  $ 1,349,494 
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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com
SEGMENT DATA
($ thousands, unaudited)
Three Months Ended June 30, Six Months Ended June 30,
Sales 2025 2024 2025 2024
Service Centers $ 339,731  $ 306,516  $ 666,806  $ 594,952 
Innovative Pumping Solutions 93,540  73,377  179,722  135,592 
Supply Chain Services 65,411  65,663  128,723  127,647 
Total Sales $ 498,682  $ 445,556  $ 975,251  $ 858,191 
Three Months Ended June 30, Six Months Ended June 30,
Operating Income 2025 2024 2025 2024
Service Centers $ 50,171  $ 43,855  $ 97,215  $ 84,175 
Innovative Pumping Solutions 18,642  13,366  32,049  20,336 
Supply Chain Services 5,229  5,823  10,792  11,085 
Total Segments Operating Income
$ 74,042  $ 63,044  $ 140,056  $ 115,596 

RECONCILIATION OF OPERATING INCOME FOR REPORTABLE SEGMENTS
($ thousands, unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Income from operations for reportable segments $ 74,042  $ 63,044  $ 140,056  $ 115,596 
Adjustment for:
Amortization of intangibles
5,327  4,719  10,684  9,088 
Corporate expenses 22,729  20,973  42,871  40,025 
Income from operations $ 45,986  $ 37,352  $ 86,501  $ 66,483 
Interest expense 14,744  15,384  29,404  30,928 
Other income, net
(354) (1,035) (1,672) (3,004)
Income before income taxes $ 31,596  $ 23,003  $ 58,769  $ 38,559 
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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
($ thousands, unaudited)

We define and calculate EBITDA as Net income attributable to DXP Enterprises, Inc., plus interest, taxes, depreciation, and amortization. We define and calculate Adjusted EBITDA as Net income attributable to DXP Enterprises, Inc., plus interest, taxes, depreciation, and amortization minus stock-based compensation expense and all other non-cash charges, adjustments, and non-recurring items. We identify the impact of all other non-cash charges, adjustments and non-recurring items because we believe these items do not directly reflect our underlying operations.

We define and calculate EBITDA Margin as EBITDA divided by sales. We define and calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by sales.

The following table sets forth the reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin to the most comparable U.S. GAAP financial measure (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Income before income taxes
$ 31,596  $ 23,003  $ 58,769  $ 38,559 
Plus: Interest expense
14,744  15,384  29,404  30,928 
Plus: Depreciation and amortization
9,490  8,127  18,624  15,665 
EBITDA $ 55,830  $ 46,514  $ 106,797  $ 85,152 
Plus: other non-recurring items(1)
—  500  235  1,342 
Plus: stock compensation expense 1,483  1,212  2,800  2,076 
Adjusted EBITDA $ 57,313  $ 48,226  $ 109,832  $ 88,570 
Operating Income Margin 9.2  % 8.4  % 8.9  % 7.7  %
Net Income Margin
4.7  % 3.7  % 4.5  % 3.3  %
EBITDA Margin 11.2  % 10.4  % 11.0  % 9.9  %
Adjusted EBITDA Margin 11.5  % 10.8  % 11.3  % 10.3  %
(1) Other non-recurring items includes unique acquisition integration costs and other non-cash, non-recurring costs not related to continuing business operations.



















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NEWS RELEASE
CONTACT: Kent Yee
Senior Vice President, CFO
713-996-4700
www.dxpe.com
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.

"Business Days" are days of the week, excluding Saturdays, Sundays, and holidays, that our locations are open during the year. Depending on the location and the season, our branches may be open on Saturdays and Sundays; however, for consistency, those days have been excluded from the calculation of Business Days.

We define and calculate Sales per Business Day as sales divided by the number of Business Days in the relevant reporting period.

We define and calculate Organic Sales per Business Day as Organic Sales divided by the number of Business Days in the relevant reporting period.

The following table sets forth the reconciliation of Acquisition Sales, Organic Sales and Organic Sales per Business Day to the most comparable U.S. GAAP financial measure (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Sales by Business Segment
Service Centers $ 339,731  $ 306,516  $ 666,806  $ 594,952 
Innovative Pumping Solutions 93,540  73,377  179,722  135,592 
Supply Chain Services 65,411  65,663  128,723  127,647 
Total DXP Sales $ 498,682  $ 445,556  $ 975,251  $ 858,191 
Acquisition Sales $ 24,605  $ 23,403  $ 55,717  $ 35,178 
Organic Sales $ 474,077  $ 422,153  $ 919,534  $ 823,013 
Business Days 63 64 126 127
Sales per Business Day $ 7,916  $ 6,962  $ 7,740  $ 6,757 
Organic Sales per Business Day $ 7,525  $ 6,596  $ 7,298  $ 6,480 

We define and calculate free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment.

The following table sets forth the reconciliation of Free Cash Flow to the most comparable GAAP financial measure (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net cash from operating activities $ 18,646  $ 14,735  $ 21,619  $ 41,724 
Less: purchases of property and equipment (10,346) (8,825) (30,260) (11,719)
Free Cash Flow $ 8,300  $ 5,910  $ (8,641) $ 30,005 
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