8-K

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 9, 2021

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 9, 2021, DXP Enterprises, Inc., issued a press release announcing financial results for the fourth quarter ended December 31, 2020 and a conference call in connection therewith. 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 9, 2021 announcing the earnings results for the fourth quarter ended December 31, 2020.

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/ Gene Padgett
	Gene Padgett
	Senior Vice President/Chief Accounting Officer
Dated:	March 9, 2021

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	Press Release dated March 9, 2021 announcing the earnings results for the fourth quarter ended December 31, 2020.

Document

NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

DXP ENTERPRISES REPORTS FOURTH QUARTER AND FISCAL 2020 RESULTS

•Fiscal 2020 sales of $1.0 billion

•Fourth quarter GAAP diluted EPS of $(0.11)

•Fourth quarter and full Year adjusted EPS of $0.19 and 0.76, respectively, excluding non-cash, one-time items and tax normalization

•$117.4 million in cash and cash equivalents

•Free cash flow for the year of $101.1 million

•Closed six acquisitions during the year with approximately $145 million in trailing twelve months net sales

Houston, TX – March 9, 2021 – DXP Enterprises, Inc. (NASDAQ: DXPE) today announced financial results for the fourth quarter and fiscal year ended December 31, 2020. The following are results for the three and twelve months ended December 31, 2020, compared to the three and twelve months ended December 31, 2019 and the three months ended September 30, 2020, where appropriate. A reconciliation of the non-GAAP financial measures can be found in the back of this press release.

Fourth Quarter 2020 financial highlights:

•Sales grew 5.7 percent sequentially to $232.7 million, compared to $220.2 million for the third quarter of 2020.

•Earnings per diluted share for the fourth quarter was $(0.11) based upon 17.8 million diluted shares, compared to $0.12 per share in the fourth quarter of December 31, 2019, based on 18.4 million diluted shares. Excluding inventory impairment charges of $11.5 million and $5.4 million in debt extinguishment costs, earnings per diluted share was $0.19 per share, assuming a 22.9% tax rate.

•Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) for the fourth quarter of 2020 was $13.6 million versus $13.7 million for the third quarter of 2020 and $14.0 million for the fourth quarter of 2019.

•Free cash flow (cash flow from operating activities less capital expenditures) for the fourth quarter of 2020 was $15.3 million

Fiscal Year 2020 financial highlights:

•Sales were $1.0 billion, compared to $1.3 billion for 2019.

• Earnings per diluted share for 2020 of $(1.62) based upon 17.7 million basic shares, compared to $1.96 per share in 2019, based on 18.4 million diluted shares. Excluding non-cash impairment and other one-time charges of $59.9 million and $5.4 million in debt extinguishment costs, earning per diluted share was $0.76 per share, assuming a 22.5% tax rate.

• Adjusted EBITDA for 2020 was $59.8 million compared to $93.6 million for 2019. Adjusted EBITDA as a percentage of sales was 5.9 percent and 7.4 percent, respectively.

•Free cash flow for the full year was $101.1 million

•Closed six acquisitions including four on December 31st, Total Equipment Company, APO Pumps & Compressors, Corporate Equipment Company and Pumping System, Inc.

David R. Little, Chairman and CEO commented, “We are pleased with our fourth quarter results and strong finish to the year as evidenced by closing FY2020 with the refinancing of our Term Loan B and completing four acquisitions. FY2020 was a unique year and presented corporate, societal and individual challenges. Despite the many personal and operational hurdles imposed by the COVID-19 pandemic, DXPeople focused their efforts on creating a better customer experience, improving our culture of belonging and driving profitable growth in our key products and services. DXP's resiliency is evident in our financial results; gross margin expansion, working capital improvement, and delivering sequential growth in the fourth quarter.

DXP's fiscal 2020 total sales were $1.0 billion. Service Center sales were $663 million, followed by Innovative Pumping Solutions at $188 million in sales and Supply Chain Services with $155 million in revenue."

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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

Mr. Little continued, "During the fourth quarter, we grew 5.7 percent sequentially after our sales trough during the third quarter. In the fourth quarter, we achieved $232.7 million in sales, including $4.7 million from acquisitions. We delivered an excellent fourth quarter performance in the midst of continued virus surges and finished the year with good results on all fronts. I am very proud of the entire DXP team for their passion, commitment and teamwork and delivering outstanding service and support to our customers. Our acquisitions bring more exceptional companies to the DXP family. We are entering 2021 with a stronger team, balance sheet and great momentum. As we turn the page to 2021, end markets are showing signs of recovery but the full year economic outlook remains uncertain. We remain focused on those items under our control; investing in key end markets, products and operations; delivering a great customer experience, and building a culture of productivity and high performance. We remain confident in our ability to execute our strategy and deliver a strong performance and growth in 2021 and beyond."

Kent Yee, CFO commented, "Overall, we are pleased with our fourth quarter and full year results. Never before have we encountered a global pandemic, mixed with societal and other challenges. In the midst of such an environment, we generated over $101 million in free cash flow, maintained the health and safety of our employees and executed on our acquisition program closing four acquisitions at year-end, bringing that to a total of six acquisitions in fiscal 2020. We delivered financial results that display our ability to adjust to the current levels of activity while keeping our eyes toward the future with proactive actions including refinancing our term loan and completing four strategic transactions. We successfully refinanced our Term Loan B and raised $330 million that matures in 2027. As of December 31, 2020, we had $117.4 million in cash and cash equivalents on the balance sheet. Our senior leverage was 3.2:1, well under our covenant limit of 5.75:1. We have momentum going to fiscal 2021 and we expect to drive organic and acquisition driven growth."

Financial Strength and Liquidity

Net debt, calculated as total long-term debt, net of cash and cash equivalents, on our balance sheet as of December 31, 2020, was $212.6 million compared to $190.2 million at December 31, 2019. As of December 31, 2020, DXP has approximately $249.2 million in liquidity, consisting of $117.4 million in cash on hand and approximately $131.9 million in availability under our ABL facility.

We will host a conference call regarding December 31, 2020 fourth quarter results on the Company’s website (www.dxpe.com) Tuesday, March 9, 2021 at 10:30 am CST. Web participants are encouraged to go to the Company’s website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. The online archived replay will be available immediately after the conference call at www.dxpe.com.

Non-GAAP Financial Measures

DXP supplements reporting of net income with non-GAAP measurements, including EBITDA, adjusted EBITDA, free cash flow, non-GAAP net income 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 non-GAAP net income 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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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

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 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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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS
DXP ENTERPRISES, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS( thousands, except per share amounts)
---	---	---	---	---	---	---	---
				Twelve Months Ended December 31,
		2019		2020		2019
Sales	232,689	$	295,468	$	1,005,266	$	1,267,189
Cost of sales		217,135		725,997		919,965
Gross profit		78,333		279,269		347,224
Selling, general and administrative expenses		71,591		246,256		281,102
Impairment and other charges		—		59,883		—
Operating income (loss)		6,742		(26,870)		66,122
Other expense (income), net		(172)		74		(45)
Interest expense		4,587		20,571		19,498
Income (loss) before income taxes		2,327		(47,515)		46,669
Provision for income taxes (benefit)		239		(18,441)		10,894
Net income (loss)		2,088		(29,074)		35,775
Net (loss) income attributable to NCI*		(88)		(348)		(260)
Net income (loss) attributable to DXP Enterprises, Inc.		2,176		(28,726)		36,035
Preferred stock dividend		22		90		90
Net income (loss) attributable to common shareholders	(1,934)	$	2,154	$	(28,816)	$	35,945
Diluted earnings (loss) per share attributable to DXP Enterprises, Inc. **	(0.11)	$	0.12	$	(1.62)	$	1.96
Weighted average common shares and common equivalent shares outstanding		18,443		17,748		18,432
*NCI represents non-controlling interest
** Fiscal year 2020 diluted earnings per share for GAAP purposes was calculated using basic weighted average shares outstanding. Due to a loss for the period, convertible preferred stock shares are excluded from the computation of diluted EPS because the effect will be antidilutive.

All values are in US Dollars.

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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

Business segment financial highlights:

•Service Centers’ revenue for the fiscal year was $662.6 million, a decrease of 13.1 percent year-over-year with a 10.6 percent operating income margin.

◦Revenue for the fourth quarter was $161.3 million, a decrease of 11.6 percent year-over-year with a 10.9 percent operating income margin.

•Innovative Pumping Solutions’ revenue for the fiscal year was $188.0 million, a decrease of 38.1 percent year over year with an 10.0 percent operating income margin.

◦Revenue for the fourth quarter was $35.6 million, a decrease of 45.8 percent year-over-year.

•Supply Chain Services’ revenue for the fiscal year was $154.7 million, a decrease of 23.2 percent year-over-year with a 8.5 percent operating margin.

◦Revenue for the fourth quarter was $35.8 million, a decrease of 24.4 percent year-over-year with a 9.0 percent operating income margin.

SEGMENT DATA

($ thousands, unaudited)

	Three Months Ended December 31,				Twelve Months Ended December 31,
Sales	2020		2019		2020		2019
Service Centers	$	161,284	$	182,372	$	662,617	$	762,256
Innovative Pumping Solutions	35,615		65,735		187,991		303,655
Supply Chain Services	35,790		47,361		154,658		201,278
Total DXP Sales	$	232,689	$	295,468	$	1,005,266	$	1,267,189
	Three Months Ended December 31,				Twelve Months Ended December 31,
Operating Income	2020		2019		2020		2019
Service Centers	$	17,643	$	19,497	$	70,385	$	86,778
Innovative Pumping Solutions	2,635		(29)		18,715		28,895
Supply Chain Services	3,210		3,465		13,218		14,445
Total segments operating income	$	23,488	$	22,933	$	102,318	$	130,118

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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

Reconciliation of Operating Income for Reportable Segments

($ thousands, unaudited)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2020		2019		2020		2019
Operating income for reportable segments	$	23,488	$	22,933	$	102,318	$	130,118
Adjustment for:
Impairment and other charges	11,482		—		59,883		—
Amortization of intangibles	2,991		3,651		12,287		15,074
Corporate expenses	12,707		12,540		57,018		48,922
Total operating income (loss)	$	(3,692)	$	6,742	$	(26,870)	$	66,122
Interest and other financing expenses	8,512		4,587		20,571		19,498
Other expense (income), net	455		(172)		74		(45)
Income (loss) before income taxes	$	(12,659)	$	2,327	$	(47,515)	$	46,669

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 before taxes, calculated and reported in accordance with U.S. GAAP.

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2020		2019		2020		2019
Income (loss) before income taxes	(12,659)		2,327		$	(47,515)	$	46,669
Plus: interest and other financing expenses	8,512		4,587		20,571		19,498
Plus: depreciation and amortization	5,389		6,481		22,683		25,174
EBITDA	$	1,242	$	13,395	$	(4,261)	$	91,341
Plus: NCI loss income before tax*	232		114		632		342
Plus: Impairment and other charges	11,482		—		59,883		—
Plus: stock compensation expense	662		461		3,532		1,963
Adjusted EBITDA	$	13,618	$	13,970	$	59,786	$	93,646
* NCI represents non-controlling interest

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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

XP ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

($ thousands, except per share amounts)

	December 31, 2020		December 31, 2019
ASSETS
Current assets:
Cash	$	117,353	$	54,203
Restricted cash	91		124
Accounts receivable, net of allowances for doubtful accounts	163,429		187,116
Inventories	97,071		129,364
Costs and estimated profits in excess of billings	18,459		32,455
Prepaid expenses and other current assets	4,548		4,223
Federal income taxes receivable	5,632		996
Total current assets	$	406,583	$	408,481
Property and equipment, net	56,899		63,703
Goodwill	248,339		194,052
Other intangible assets, net of accumulated amortization	80,088		52,582
Operating lease right-of-use assets	55,188		66,191
Other long-term assets	4,764		3,211
Total assets	$	851,861	$	788,220
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	3,300	$	2,500
Trade accounts payable	75,744		76,438
Accrued wages and benefits	20,621		23,412
Customer advances	3,688		3,408
Billings in excess of costs and estimated profits	4,061		11,871
Current-portion operating lease liabilities	15,891		17,603
Other current liabilities	20,834		12,939
Total current liabilities	$	144,139	$	148,171
Long-term debt, less unamortized debt issuance costs	317,139		235,419
Long-term operating lease liabilities	38,010		48,605
Other long-term liabilities	2,930		1,205
Deferred income taxes	1,777		9,872
Total long-term liabilities	$	359,856	$	295,101
Total Liabilities	$	503,995	$	443,272
Equity:
Total DXP Enterprises, Inc. equity	347,068		343,802
Non-controlling interest	798		1,146
Total Equity	$	347,866	$	344,948
Total liabilities and equity	$	851,861	$	788,220

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NEWS RELEASE<br><br>CONTACT: Kent Yee<br><br>Senior Vice President, CFO<br><br>www.dxpe.com<br><br>THE INDUSTRIAL DISTRIBUTION EXPERTS

Unaudited Reconciliation of Non-GAAP Financial Information

($ thousands, unaudited)

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.

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2020		2019		2020		2019
Net cash from operating activities	$	15,435	$	33,822	$	107,675	$	41,306
Less: purchases of property and equipment	(142)		(7,873)		(6,672)		(22,120)
Plus: proceeds from sales of property and equipment	—		—		123		35
Free cash flow	$	15,293	$	25,949	$	101,126	$	19,221

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

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2020		2019		2020		2019
GAAP Net Income (Loss) :	$	(1,934)	$	2,176	$	(28,816)	$	36,035
Impairment and other charges	11,482		—		59,883		—
Extinguishment of debt in connection with refinancing	5,443		—		5,443		—
Adjustment for taxes*	(11,527)		—		(22,363)		—
Non-GAAP net income	$	3,464	$	2,176	$	14,147	$	36,035
Weighted average common shares and common equivalent shares outstanding **
Basic	17,777		17,603		17,748		17,592
Diluted	17,777		18,443		17,748		18,432
Diluted earnings (loss) per share:
GAAP **	$	(0.11)	$	0.12	$	(1.62)	$	1.96
Non-GAAP	$	0.19	$	0.12	$	0.76	$	1.96
* 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 non-GAAP net income. Also, we have included an adjustment for the normalizing of tax credits and adjustments. For tax purposes the year-to-date effective tax rate of 22.5 percent was applied to the impairment and other charges for conservative purposes.
** Fiscal year 2020 diluted earnings per share for GAAP purposes was calculated using basic weighted average shares outstanding. Due to a loss for the period, convertible preferred stock shares are excluded from the computation of diluted EPS because the effect will be antidilutive.

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