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): November 2,
2017
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 |
(I.R.S. Employer Identification Number) |
7272 Pinemont, 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))
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 November 2, 2017, DXP Enterprises, Inc., issued a press release announcing financial results for the quarter ended September 30, 2017 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 November 2, 2017 announcing the earnings results for the second quarter ended September 30, 2017.
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/Chief Financial Officer |
||
By: |
/s/ Mac McConnell |
|
Mac McConnell |
||
Senior Vice President/Chief Accounting Officer |
||
|
||
Dated: |
November 2, 2017 |
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 |
Exhibit 99.1
DXP Enterprises Reports 2017 Third Quarter Results
HOUSTON--(BUSINESS WIRE)--November 2, 2017--DXP Enterprises, Inc. (NASDAQ: DXPE) today announced financial results for the third quarter ended September 30, 2017. The following are results for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016 and three months ended June 30, 2017, where appropriate. A reconciliation of the non-GAAP financial measures is in the back of this press release.
DXPE 2017 Third Quarter Financial Highlights:
David R. Little, Chairman and CEO remarked, “We are pleased to report our third quarter financial results. DXP’s third quarter sales included year-over-year increases across all three business segments. Total DXP sales increased sequentially despite the disruptions from the hurricanes. We appreciate the outpouring of concern for DXP and our employees. The oil & gas and industrial economy remain firm with all key indicators remaining positive. Thank you to all our customers and DXPeople for the support and effort.
DXP’s third quarter 2017 sales were $251.9 million, or a 13.0 percent increase over the third quarter of 2016, adjusting for the sale of Vertex. This resulted in a 0.5 percent increase versus the second quarter. During the third quarter, sales were $160.9 million for Service Centers, $51.0 million for Innovative Pumping Solutions and $40.0 million for Supply Chain Services. Business segment operating income increased 13 percent year-over-year and decreased 11 percent sequentially. We remain focused on enhancing and improving our customer service with speed, convenience and technical products and people. As we invest in products and people, our goal is to grow the top line and the bottom line at the same time. Our capital structure is now aligned for DXP to proactively move forward.”
Kent Yee, CFO added, “Our third quarter year-over-year financial results were great to see. The hurricanes presented obstacles for DXP and our customers. Our sequential financial results reflect these dynamics as well as the ongoing macro recovery in our end markets. DXP maintained a resilient focus to finish the quarter strong. During the quarter we closed on a new $85 million ABL credit facility and $250 million Term Loan B. DXP’s new debt structure provides us with flexibility going forward and positions us for growth.
We turned DXP’s sales growth into a 5.7 percent year-over-year increase in EBITDA and $0.16 in earnings per diluted share versus $0.02 in 2016. Total debt outstanding as of September 30, 2017 was $252.9 million. Additionally, DXP had $23.1 million in cash on the balance sheet. DXP’s Secured Leverage Ratio or net debt to EBITDA was 3.4:1.00. We look forward to closing out the year on a strong note and continuing the momentum into fiscal year 2018.”
We will host a conference call regarding 2017 third quarter results on the Company’s website (www.dxpe.com) Friday, November 3, 2017 at 10 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.
DXP Enterprises 2017 third quarter business segment results:
Non-GAAP Financial Measures
DXP supplements reporting of net income with non-GAAP measurements, including EBITDA, Adjusted EBITDA 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 referred to in this press release is 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.
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. 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; ability to obtain needed capital, dependence on existing management, leverage and debt service, domestic or global economic conditions, 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.
DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS ($ thousands, except per share amounts) |
|||||||||||||||||||||||
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||
Sales | $ | 251,930 | $ | 230,025 | $ | 741,155 | $ | 739,801 | |||||||||||||||
Cost of sales | 184,967 | 166,205 | 540,741 | 535,560 | |||||||||||||||||||
Gross profit | 66,963 | 63,820 | 200,414 | 204,241 | |||||||||||||||||||
Selling, general and administrative expenses | 60,453 | 58,887 | 175,411 | 192,461 | |||||||||||||||||||
Operating income | 6,510 | 4,933 | 25,003 | 11,780 | |||||||||||||||||||
Other income, net | (153 | ) | (251 | ) | (324 | ) | (397 | ) | |||||||||||||||
Interest expense | 4,928 | 4,338 | 12,573 | 11,698 | |||||||||||||||||||
Income before income taxes | 1,735 | 846 | 12,754 | 479 | |||||||||||||||||||
Provision (benefit) for income taxes | (1,176 | ) | 664 | 2,880 | 459 | ||||||||||||||||||
Net income | 2,911 | 182 | 9,874 | 20 | |||||||||||||||||||
Less: Net loss attributable to non-controlling interest | (55 | ) | (81 | ) | (360 | ) | (301 | ) | |||||||||||||||
Net income attributable to DXP Enterprises, Inc. | 2,966 | 263 | 10,234 | 321 | |||||||||||||||||||
Preferred stock dividend | 23 | 23 | 68 | 68 | |||||||||||||||||||
Net income attributable to common shareholders |
$ |
2,943 |
$ |
240 |
$ |
10,166 |
$ |
253 |
|||||||||||||||
Diluted earnings per share attributable to DXP Enterprises, Inc. | $ | 0.16 | $ | 0.02 | $ | 0.56 | $ | 0.02 | |||||||||||||||
Weighted average common shares and common equivalent shares outstanding |
18,234 |
15,440 |
18,242 |
15,369 |
|||||||||||||||||||
SEGMENT DATA ($ thousands, unaudited) |
||||||||||||||||||
Sales by Segment | ||||||||||||||||||
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||||
Service Centers | $ | 160,863 | $ | 152,018 | $ | 474,324 | $ | 481,352 | ||||||||||
Innovative Pumping Solutions | 51,027 | 39,830 | 144,555 | 141,614 | ||||||||||||||
Supply Chain Services | 40,040 | 38,177 | 122,276 | 116,835 | ||||||||||||||
Total DXP | $ | 251,930 | $ | 230,025 | $ | 741,155 | $ | 739,801 | ||||||||||
Operating Income by Segment | ||||||||||||||||||||
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||||||
Service Centers | $ | 15,550 | $ | 13,345 | $ | 47,308 | $ | 35,479 | ||||||||||||
Innovative Pumping Solutions | 1,838 | 1,630 | 7,103 | 7,423 | ||||||||||||||||
Supply Chain Services | 3,982 | 3,929 | 11,758 | 11,611 | ||||||||||||||||
Total DXP | $ | 21,370 | $ | 18,904 | $ | 66,169 | $ | 54,513 | ||||||||||||
Reconciliation of Operating Income for Reportable Segments ($ thousands) |
||||||||||||||||||||||
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
Operating income for reportable segments | $ | 21,370 | $ | 18,904 | $ | 66,169 | $ | 54,513 | ||||||||||||||
Adjustment for: | ||||||||||||||||||||||
Amortization of intangibles | 4,336 | 4,519 | 12,943 | 13,557 | ||||||||||||||||||
Corporate expense | 10,524 | 9,452 | 28,223 | 29,176 | ||||||||||||||||||
Total operating income | 6,510 | 4,933 | 25,003 | 11,780 | ||||||||||||||||||
Interest expense | 4,928 | 4,338 | 12,573 | 11,698 | ||||||||||||||||||
Other income, net | (153 | ) | (251 | ) | (324 | ) | (397 | ) | ||||||||||||||
Income before income taxes | $ | 1,735 | $ | 846 | $ | 12,754 | $ | 479 | ||||||||||||||
Unaudited Reconciliation of Non-GAAP Financial Information |
||||||||||||||||||
The following table is a reconciliation of Adjusted EBITDA**, a non-GAAP financial measure, to income before income taxes, calculated and reported in accordance with U.S. GAAP ($ thousands) |
||||||||||||||||||
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||
Income before income taxes | $ | 1,735 | $ | 846 | $ | 12,754 | $ | 479 | ||||||||||
Plus: interest expense | 4,928 | 4,338 | 12,573 | 11,698 | ||||||||||||||
Plus: depreciation and amortization | 6,836 | 7,592 | 20,598 | 22,627 | ||||||||||||||
EBITDA | $ | 13,499 | $ | 12,776 | $ | 45,925 | $ | 34,804 | ||||||||||
Plus: NCI loss before tax | 85 | 131 | 578 | 486 | ||||||||||||||
Plus: Stock compensation expense | 382 | 691 | 1,392 | 1,944 | ||||||||||||||
Adjusted EBITDA | $ | 13,966 | $ | 13,598 | $ | 47,895 | $ | 37,234 | ||||||||||
**EBITDA – earnings before impairments, interest, taxes, depreciation and amortization | ||||||||||||||||||
CONTACT:
DXP Enterprises, Inc.
Kent Yee, 713-996-4700
Senior
Vice President CFO
www.dxpe.com