UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, ~~2017~~2018

☐[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period fromto

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)

7272 Pinemont, Houston, Texas 77040
(Address of principal executive offices, including zip code)
(713) 996-4700
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒[X] No ☐[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒[X] No ☐[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," ~~and~~ "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐[ ] Accelerated filer ☒

[X] Non-accelerated filer ~~☐ (Do not check if a smaller reporting company)~~[ ] Smaller reporting company ☐[ ] 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐[ ] No ☒[X]

Number of shares of registrant's Common Stock outstanding as of ~~July 27, 2017: 17,401,724~~August 2, 2018: 17,387,176 par value $0.01 per share.

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)(unaudited)


	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash	$	2,479		$	1,590		$	2,489		$	22,047
Trade accounts receivable, net of allowance for doubtful accounts of $8,966 in 2017 and $8,160 in 2016		160,370			148,919
Inventories, net		90,697			83,699
Costs and estimated profits in excess of billings on uncompleted contracts		19,218			18,421
Restricted cash								399			3,532
Trade accounts receivable, net of allowance for doubtful accounts of $11,037 in 2018 and $9,015 in 2017								185,261			167,272
Inventories								110,767			91,413
Costs and estimated profits in excess of billings								37,943			26,915
Prepaid expenses and other current assets		3,875			2,138			4,750			5,296
Income taxes recoverable		3,198			2,558
Federal income taxes receivable								986			1,440
Total current assets		279,837			257,325			342,595			317,915
Property and equipment, net		56,610			60,807			53,035			53,337
Goodwill		187,591			187,591			194,033			187,591
Other intangible assets, net of accumulated amortization of $76,443 in 2017 and $70,027 in 2016		86,707			94,831
Other intangible assets, net								75,682			78,525
Other long-term assets		1,734			1,498			1,587			1,715
Total assets	$	612,479		$	602,052		$	666,932		$	639,083
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt, less unamortized debt issuance costs of $744 in 2017	$	217,974		$	51,354
Current maturities of long-term debt							$	3,394		$	3,381
Trade accounts payable		88,953			78,698			95,013			80,303
Accrued wages and benefits		16,148			16,962			18,106			18,483
Customer advances		2,348			2,441			7,882			2,189
Billings in excess of costs and estimated profits on uncompleted contracts		2,719			2,813
Billings in excess of costs and estimated profits								3,075			4,249
Other current liabilities		12,460			14,391			5,645			16,220
Total current liabilities		340,602			166,659			133,115			124,825
Long-term debt, less current maturities and unamortized debt issuance costs of $992 in 2016		2,284			173,331
Long-term debt, less current maturities and unamortized debt issuance costs								237,875			238,643
Other long-term liabilities								2,611			-
Deferred income taxes		11,765			9,513			7,966			7,069
Commitments and contingencies (Note 13)
Total long-term liabilities								248,452			245,712
Total liabilities								381,567			370,537
Commitments and contingencies (Note 13)
Equity:
Series A preferred stock, 1/10^th vote per share; $1.00 par value; liquidation preference of $112 ($100 per share); 1,000,000 shares authorized; 1,122 shares issued and outstanding		1			1
Series B convertible preferred stock, 1/10^th vote per share; $1.00 par value; $100 stated value; liquidation preference of $1,500 ($100 per share); 1,000,000 shares authorized; 15,000 shares issued and outstanding		15			15
Common stock, $0.01 par value, 100,000,000 shares authorized; 17,401,724 at June 30, 2017 and 17,197,380 at December 31, 2016 shares issued		174			172
Series A preferred stock, $1.00 par value; 1,000,000 shares authorized; 1,122 shares issued and outstanding								1			1
Series B convertible preferred stock, $1.00 par value; 1,000,000 shares authorized; 15,000 shares issued and outstanding								15			15
Common stock, $0.01 par value, 100,000,000 shares authorized; 17,567,912 at June 30, 2018 and 17,315,573 at December 31, 2017 shares issued								174			174
Additional paid-in capital		152,727			152,313			155,343			153,087
Retained earnings		124,617			117,396			150,322			134,193
Accumulated other comprehensive loss		(20,139	)		(18,274	)		(21,001	)		(19,491	)
Total DXP Enterprises, Inc. equity		257,395			251,623			284,854			267,979
Noncontrolling interest		433			926			511			567
Total equity		257,828			252,549			285,365			268,546
Total liabilities and equity	$	612,479		$	602,052		$	666,932		$	639,083

The accompanying notes are an integral part of these condensed consolidated financial ~~statements~~.statements.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE OPERATIONS

(in thousands, except per share amounts) (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017

Sales	$	250,698		$	256,215		$	489,225		$	509,776		$	311,227		$	250,698		$	597,163		$	489,225
Cost of sales		181,762			184,612			355,774			369,355			226,111			181,762			435,602			355,774
Gross profit		68,936			71,603			133,451			140,421			85,116			68,936			161,561			133,451
Selling, general and administrative expenses		58,679			62,754			114,958			133,574			65,056			58,679			130,352			114,958
Income from operations		10,257			8,849			18,493			6,847			20,060			10,257			31,209			18,493
Other expense (income), net		57			9			(171	)		(146	)
Other (income) expense, net														(1,416	)		57			(1,438	)		(171	)
Interest expense		3,992			3,951			7,645			7,360			6,137			3,992			11,178			7,645
Income (loss) before provision for income taxes		6,208			4,889			11,019			(367	)
Provision (benefit) for income taxes		2,239			(197	)		4,056			(205	)
Net income (loss)		3,969			5,086			6,963			(162	)
Net loss attributable to noncontrolling interest		(166	)		(84	)		(305	)		(220	)
Income before income taxes														15,339			6,208			21,469			11,019
Provision for income taxes														3,776			2,239			5,412			4,056
Net income														11,563			3,969			16,057			6,963
Net income (loss) attributable to noncontrolling interest														1			(166	)		(56	)		(305	)
Net income attributable to DXP Enterprises, Inc.		4,135			5,170			7,268			58			11,562			4,135			16,113			7,268
Preferred stock dividend		22			22			45			45			22			22			45			45
Net income attributable to common shareholders	$	4,113		$	5,148		$	7,223		$	13		$	11,540		$	4,113		$	16,068		$	7,223

Net income (loss)	$	3,969		$	5,086		$	6,963		$	(162	)
Net income													$	11,563		$	3,969		$	16,057		$	6,963
Cumulative translation adjustment		455			(251	)		(1,865	)		387			(1,134	)		455			(1,511	)		(1,865	)
Comprehensive income	$	4,424		$	4,835		$	5,098		$	225		$	10,429		$	4,424		$	14,546		$	5,098

Basic earnings per share attributable to DXP Enterprises, Inc.	$	0.24		$	0.36		$	0.42		$	0.00
Basic earnings per share													$	0.66		$	0.24		$	0.92		$	0.42
Weighted average common shares outstanding		17,404			14,503			17,406			14,494			17,558			17,404			17,538			17,406
Diluted earnings per share attributable to DXP Enterprises, Inc.	$	0.23		$	0.34		$	0.40		$	0.00
Weighted average common shares and common equivalent shares outstanding		18,244			15,343			18,246			15,334
Diluted earnings per share													$	0.63		$	0.23		$	0.88		$	0.40
Weighted average common and common equivalent shares outstanding - diluted														18,398			18,244			18,378			18,246

The accompanying notes are an integral part of these condensed consolidated financial statements.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income attributable to DXP Enterprises, Inc.	$	7,268		$	58		$	16,113		$	7,268
Less net loss attributable to non-controlling interest		(305	)		(220	)		(56	)		(305	)
Net income (loss)		6,963			(162	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income								16,057			6,963
Reconciliation of net income to the net cash provided by (used in) operating activities:
Gain on sale of building								(1,318	)		-
Depreciation		5,155			5,997			4,727			5,155
Amortization of intangible assets		8,607			9,038			8,477			8,607
Bad debt expense		1,001			986			1,715			1,001
Amortization of debt issuance costs		628			477			932			628
Write off of debt issuance costs		-			967
Write-off of debt issuance costs								60			-
Compensation expense for restricted stock		1,010			1,253			1,003			1,010
Tax loss related to vesting of restricted stock		-			565
Stock compensation expense								494
Deferred income taxes		1,998			738			218			1,998
Changes in operating assets and liabilities, net of assets and liabilities acquired in business combinations:
Trade accounts receivable		(11,768	)		4,483			(14,469	)		(11,768	)
Costs and estimated profits in excess of billings on uncompleted contracts		(780	)		2,124
Costs and estimated profits in excess of billings								(11,051	)		(780	)
Inventories		(6,914	)		5,650			(16,718	)		(6,914	)
Prepaid expenses and other assets		(1,923	)		(1,145	)		614			(1,923	)
Trade accounts payable and accrued expenses		3,979			(13,734	)		815			3,979
Billings in excess of costs and estimated profits on uncompleted contracts		(102	)		(5,829	)
Net cash provided by operating activities		7,854			11,408
Billings in excess of costs and estimated profits								(1,150	)		(102	)
Other long-term liabilities								2,611			-
Net cash provided by (used in) operating activities								(6,983	)		7,854

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,118	)		(2,930	)		(5,516	)		(1,118	)
Equity method investment contribution		-			(4,000	)
Proceeds from the sale of fixed assets								2,700			-
Acquisitions of business, net of cash acquired								(10,792	)		-
Net cash used in investing activities		(1,118	)		(6,930	)		(13,608	)		(1,118	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt		394,966			219,019			-			394,966
Principal payments on revolving line of credit and other long-term debt		(399,641	)		(222,840	)
Costs for registration of common shares		-			(226	)
Debt issuance fees		(380	)		-
Principal debt payments								(1,688	)		(399,641	)
Debt issuance costs								(60	)		(380	)
Loss for non-controlling interest owners, net of tax		(187	)		(136	)		-			(187	)
Dividends paid		(45	)		(45	)		(45	)		(45	)
Payment for employee taxes withheld from stock awards		(596	)		(203	)		(136	)		(596	)
Tax loss related to vesting of restricted stock		-			(565	)
Net cash used in financing activities		(5,883	)		(4,996	)		(1,929	)		(5,883	)
EFFECT OF FOREIGN CURRENCY ON CASH		36			(88	)		(171	)		36
NET CHANGE IN CASH		889			(606	)		(22,691	)		889
CASH AT BEGINNING OF PERIOD		1,590			1,693			25,579			1,590
CASH AT END OF PERIOD	$	2,479		$	1,087		$	2,888		$	2,479

The accompanying notes are an integral part of these condensed consolidated financial statements.

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," "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)~~("MRO") products, and ~~services~~service to energy and industrial customers. Additionally, DXP provides integrated, custom pump skid packages, pump remanufacturing and manufactures branded private label pumps to energy and industrial customers. The Company is organized into three business segments: Service Centers ("SC"), Supply Chain Services ("SCS"), and Innovative Pumping Solutions ("IPS"). See Note 1415 "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 ~~generally accepted~~ in the United States of America ("US GAAP"). The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its variable interest entity ("VIE"). The accompanying unaudited condensed consolidated financial statements have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our annual report on Form 10-K for the year ended December 31, ~~2016.~~2017. For a more complete discussion of our significant accounting policies and business practices, refer to the consolidated annual report on Form 10-K filed with the Securities and Exchange Commission on March ~~31, 2017.~~28, 2018. The results of operations for the three and six months ended June 30, ~~2017~~2018 are not necessarily indicative of results expected for the full fiscal year. In the opinion of management, these condensed consolidated financial statements contain all adjustments necessary to present fairly the Company's condensed consolidated balance sheets as of December 31, ~~2016~~2017 and June 30, ~~2017 (unaudited),~~2018, condensed consolidated statements of operations and comprehensive ~~income~~operations for the three and six months ended June 30, ~~2017~~2018 and June 30, ~~2016 (unaudited),~~2017, and condensed consolidated statements of cash flows for the six months ended June 30, ~~2017~~2018 and June 30, ~~2016 (unaudited).~~2017. All such adjustments represent normal recurring items.

DXP is the primary beneficiary of a VIE in which DXP owns 47.5% of the equity. DXP consolidates the financial statements of the VIE with the financial statements of DXP. As of June 30, 2017, the total assets of the VIE were approximately $5.3 million including approximately $5.0 million of property and equipment compared to $5.2 million of total assets and $5.2 million of property and equipment at December 31, 2016. DXP is the primary customer of the VIE. For the three months ended June 30, 2017 and 2016, consolidation of the VIE increased cost of sales by approximately $0.3 million and $0.2 million, respectively and increased SG&A by approximately $0.2 million and $46 thousand, respectively. For the six months ended June 30, 2017 and 2016, consolidation of the VIE increased cost of sales by approximately $0.5 million and $0.6 million, respectively and increased SG&A by approximately $0.5 million and $0.1 million, respectively. The Company recognized a related income tax benefit of $0.3 million and $50 thousand, respectively, related to the VIE for the three months ended June 30, 2017 and 2016 and $0.5 million and $150 thousand, respectively, for the six months ended June 30, 2017 and 2016. At June 30, 2017, the owners of 52.5% of the equity not owned by DXP included a former executive officer and other employees of DXP.

Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. During the first quarter of 2016, DXP invested $4.0 million in a related party equity method investment. ~~During the third and fourth quarters of 2016, the investment was reduced to zero by $4.0 million of distributions received from the entity.~~

All intercompany accounts and transactions have been eliminated upon consolidation.

~~NOTE 3 – RISKS AND UNCERTAINTIES~~

We believe cash generated from our operations will meet our normal working capital needs during the next twelve months. We expect that we will be in compliance with the financial covenants under our credit facility through and including March 31, 2018. However, because our credit facility matures on March 31, 2018, and we do not foresee the ability to pay the credit facility with cash from our operations, we intend to seek alternative financing during the next nine months. This alternative financing could include additional bank debt and/or the public or private sale of debt or equity securities. If we issue securities as a way of obtaining such financing, that may substantially dilute the interests of our shareholders. However, we may not be able to obtain alternative financing on attractive terms. Based upon discussions with investment bankers, DXP management believes that it is probable that DXP will have the ability to refinance the current debt before maturity. DXP's Board of Directors has approved a plan to refinance the credit facility. The plan to refinance could include institutional debt or equity, combined with an asset based revolving loan.

NOTE 43 - RECENT ACCOUNTING PRONOUNCEMENTS

~~Standards Effective in 2017 or Earlier~~Recently Adopted Accounting Pronouncements

~~Accounting Changes and Error Corrections.~~Compensation - Stock Compensation. In ~~January~~May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-03 ("ASU 2017-03"), Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. This update adds language to the SEC Staff Guidance in relation to ASU 2014-09, ASU 2016-02, and ASU 2016-13. This ASU 2017-03 provides the SEC Staff view that a registrant should consider additional quantitative and qualitative disclosures related to the previously mentioned ASUs in connection with the status and impact of their adoption. This guidance, which was effective immediately, did not have a material impact on our Condensed Consolidated Financial Statements.

~~Compensation – Stock Compensation.~~ ~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.~~ The update aims to simplify aspects of accounting for share-based payment award transactions, including (a) income tax consequences, (b) classification of awards as either equity or liabilities, and (c) classification on the statement of cash flows. This pronouncement is effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted the ASU January 1, 2017 and it had the following impact on t~~he Company's Condensed Consolidated Financial Statements~~:

~~Topic~~	~~Method of Adoption~~	~~Impact on Consolidated Financial Statements~~
~~Recognize all excess tax benefits and tax deficiencies as income tax benefit or expense~~	~~Prospective~~	The Company recognized $0.2 million and $0.1 million of excess tax benefit in income taxes in the three and six months ended June 30, 2017, respectively, decreasing the effective tax rate for each period.
~~Excess tax benefits and deficiencies on the statement of cash flows are classified as an operating activity~~	~~Prospective~~	The Company recognized $0.1 million of excess tax benefit in the six months ended June 30, 2017 as an operating activity. Prior to the adoption of the ASU 2016-09, the excess tax expense in the six months ended June 30, 2016 was $0.6 million recognized as a financing activity.
~~Employee taxes paid when an employer withholds shares for tax-withholding purposes on the statement of cash flows are classified as financing activity~~	~~Retrospective~~	The Company reclassified $0.2 million of employee taxes paid from cash flows from operating activities to cash flows from financing on the Consolidated Statements of Cash Flows in the six months ended June 30, 2016.
~~Accounting for forfeitures and tax withholding elections~~	~~Prospective~~	~~The Company has not changed its accounting policy for forfeitures. There is no significant impact on Consolidated Financial Statements.~~

~~Income Taxes.~~ ~~In November 2015, the FASB issued ASU No. 2015-17,~~ ~~Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes.~~ The update requires entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet. The update simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. This pronouncement is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within. The Company adopted this ASU January 1, 2017 and ~~reclassified $9.5 million of current deferred income tax assets from current assets to non-current deferred income tax liabilities on the Condensed Consolidated Balance Sheet.~~

~~Inventory.~~ ~~In July 2015, the FASB issued ASU No. 2015-11,~~ ~~Inventory (Topic 330), Simplifying the Measurement of Inventory.~~ The amendments in ASU 2015-11 clarify the subsequent measurement of inventory requiring an entity to subsequently measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. This ASU applies only to inventory that is measured using the first-in, first-out (FIFO) or average cost method. Subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. The amendments in ASU 2015-11 should be applied prospectively and are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted this ASU January 1, 2017 and it did not have a material impact on the Company's Condensed Consolidated Financial Statements.

~~Standards Effective in 2018 or Later~~

~~Compensation - Stock Compensation.~~ ~~In May 2017, the FASB issued~~ ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company ~~is currently assessing the impact, if any, that~~adopted this ASU ~~will~~as of January 1, 2018, and it did not have ~~upon adoption.~~a material impact on the Company's Consolidated Financial Statements.

Intangibles-Goodwill and Other. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU is to simplify how an entity is required to test goodwill for impairment. The effective date of the amendment to the standard is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU early on December 31, 2017. The Company's annual tests of goodwill for impairment, ~~testing for~~including qualitative assessments of all of its reporting units' goodwill, determined a quantitative impairment test was not necessary. Therefore the ~~fiscal period beginning January 1, 2020, will follow the provisions~~adoption of this ~~ASU. This ASU is~~standard did not ~~expected to~~ have a material ~~impact~~effect on the Company's ~~Consolidated Financial Statements.~~consolidated financial position, results of operations or cash flows.

Business Combinations. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The effective date of this ASU is for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~This~~The Company adopted this ASU isas of January 1, 2018, and it did not ~~expected to~~ have a material impact on the Company's Consolidated Financial Statements. As discussed in Note 14 "Business Acquisitions", the Company acquired Application Specialties, Inc. in January 2018. Application Specialties, Inc. met the definition of a business under the new guidance and goodwill was recorded.

Statement of Cash Flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The effective date of the amendment to the standard is for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~This~~The Company adopted this ASU isas of January 1, 2018, and it did not ~~expected to~~ have a material impact on the Company's Consolidated Financial Statements.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities. This change to the financial instrument model primarily affects the accounting for equity investments, financial liabilities under fair value options and the presentation and disclosure requirements for financial instruments. The effective date for the standard is for fiscal years and interim periods within those years beginning after December 15, 2017. Certain provisions of the new guidance can be adopted early. The Company adopted this ASU as of January 1, 2018, and it did not have a material impact on the Company's Financial Statements.

Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance on revenue recognition. The core principal of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance requires entities to apply a five-step method to (1) identify the contract(s) with customers, (2) identify the performance obligation(s) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligation(s) in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This pronouncement, as amended by ASU 2015-14, was effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.

The Company has evaluated the provisions of the new standard and assessed its impact on financial statements, information systems, business processes and financial statement disclosures. We engaged a third party consultant to assist us in assessing our contracts with customers, processes and controls required to address the impact that ASU No. 2014-09 would have on our business. The Company elected the modified retrospective method and adopted the new revenue guidance effective January 1, 2018, with no impact to the opening retained earnings.

The analysis of contracts with customers under the new revenue recognition standard was consistent with the Company's current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The ASU also requires expanded qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, significant judgments and accounting policy.

The adoption of the new standard did not have a material impact on the Company's Consolidated Financial Statements. See Note 4 – Revenue Recognition.

Accounting Pronouncements Not Yet Adopted

Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses, which replaces the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The amended guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the effect, if any, that the guidance will have on the Company's Consolidated Financial Statements and related disclosures.

Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The update requires organizations that lease assets ("lessees") to recognize the assets and liabilities for the rights and obligations created by leases with terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee remains dependent on its classification as a finance or operating lease. The criteria for determining whether a lease is a finance or operating lease has not been significantly changed by this ASU. The ASU also requires additional disclosure of the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. This pronouncement is effective for financial statements issued for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its Consolidated Financial Statements.

~~Financial Instruments.~~ ~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities~~. This change to the financial instrument model primarily affects the accounting for equity investments, financial liabilities under fair value options and the presentation and disclosure requirements for financial instruments. The effective date for the standard is for fiscal years and interim periods within those years beginning after December 15, 2017. Certain provisions of the new guidance can be adopted early. The Company is evaluating the impact of this ASU.NOTE 4 – REVENUE RECOGNITION

~~Revenue Recognition.~~In May 2014, the FASB issued ASU ~~No.~~ 2014-09, Revenue from Contracts with Customers ~~(Topic 606)~~, ~~which provides~~ and issued subsequent amendments to the initial guidance ~~on revenue recognition.~~in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core ~~principal~~principle of this new revenue recognition guidance is that ~~an entity should~~a company will recognize revenue ~~to depict the transfer of~~when promised goods or services are transferred to customers in an amount that reflects the consideration to which the ~~entity~~company expects to be entitled in exchange for those goods or services. ~~This~~The new guidance ~~requires entities to apply~~defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.

On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to ~~(1) identify~~ the ~~contract(s)~~opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. The Company has enhanced its disclosures of revenue to comply with ~~customers, (2) identify~~the new guidance.

Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, "Revenue Recognition."

Overview

The Company's primary source of revenue is the sale of products, and service to energy and industrial customers. The Company is organized into three business segments: Service Centers, Supply Chain Services and Innovative Pumping Solutions.

The Service Centers segment provides a wide range of maintenance, repair and operating (MRO) products, equipment and integrated services, including logistics capabilities, to industrial customers. Revenue is recognized upon the completion of our performance obligation(s) under the sales agreement. The majority of the Service Centers segment revenue originates from the satisfaction of a single performance obligation, the delivery of products. Revenues are recognized when an agreement is in place, the performance ~~obligation(s) in~~obligations under the contract ~~(3) determine~~have been identified, and the ~~transaction~~ price ~~(4) allocate the transaction price~~or consideration to be received is fixed and allocated to the performance obligation(s) in the ~~contract,~~contract. We believe our performance obligation has been satisfied when title passes to the customer or services have been rendered under the contract. Revenues are recorded net of sales taxes.

The Company fabricates and ~~(5)~~assembles custom-made pump packages, remanufactures pumps and manufactures branded private label pumps within our Innovative Pumping Solutions segment. For binding agreements to fabricate tangible assets to customer specifications, the Company recognizes revenues over time when the customer is able to direct the use of and obtain substantially all of the benefits of the work performed. This typically occurs when the products have no alternative use for us and we have a right to payment for the work completed to date plus a reasonable profit margin. Contracts generally include cancellation provisions that require the customer to reimburse us for costs incurred through the date of cancellation. We recognize revenue for these contracts using the percentage of completion method, an "input method" as defined by the new standard. Under this method, revenues are recognized as costs are incurred and include estimated profits calculated on the basis of the relationship between costs incurred and total estimated costs at completion. If at any time expected costs exceed the value of the contract, the loss is recognized immediately. The typical time span of these contracts is approximately three to eighteen months.

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. Like the Service Centers segment above, revenue for the Supply Chain Services segment is recognized upon the completion of performance obligations. Revenues are recognized when ~~(or as)~~an agreement or contract is in place and the ~~entity satisfies a~~price is fixed followed by execution of our performance ~~obligation. This pronouncement, as amended~~obligations. We generally consider the satisfaction of our performance obligation has occurred when title for product passes to the customer or services have been rendered. Revenues are recorded net of sales taxes.

See Note 15 "Segment Reporting" for disaggregation of revenue by ~~ASU 2015-14, is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.~~reporting segments. The Company ~~has evaluated~~believes this disaggregation best depicts how the ~~provisions~~nature, amount, timing and uncertainty of ~~the new standard~~revenue and is in the process of assessing its impact on financial statements, information systems, business processes and financial statement disclosures. Based on initial reviews, the standard is not expected to have a material impact on the Company's Consolidated Financial Statements.cash flows are affected by economic factors.

NOTE 5 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Authoritative guidance for financial assets and liabilities measured on a recurring basis applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Fair value, as defined in the authoritative guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance affects the fair value measurement of an investment with quoted market prices in an active market for identical instruments, which must be classified in one of the following categories:

Level 1 Inputs

Level 1 inputs come from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs

Level 2 inputs are other than quoted prices that are observable for an asset or liability. These inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

Level 3 Inputs

Level 3 inputs are unobservable inputs for the asset or liability which require the Company's own assumptions.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

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 managements assumptions about the likelihood of payment based on the established benchmarks and discount rates based on an internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurement as discussed above, as they are not observable in the market. Should actual results increase or decrease as compared to the assumption 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 earn-out consideration are measured each reporting period and reflected in our results of operations. As of June 30, 2018, we recorded a $4 million liability for contingent consideration associated with the acquisition of ASI in other current and long-term liabilities. See further discussion at Note 14 "Business Acquisitions".

For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the six months ended June 30, 2018:



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Contingent Liability for Accrued Consideration
	(in thousands)

Beginning balance at January 1, 2018	$	-
Acquisitions and settlements
Acquisition of ASI (Note 14)		4,214
Settlements		-
Total remeasurement adjustments:
(Gains) or losses recorded against goodwill		(208	)

Ending balance at June 30, 2018*	$	4,006

The amount of total (gains) or losses for the year included in earnings or changes to net assets, attributable to changes in unrealized (gains) or losses relating to assets or liabilities still held at year-end.	$	-

* Included in other current and long-term liabilities

Quantitative Information about Level 3 Fair Value Measurements

The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:

Sensitivity to Changes in Significant Unobservable Inputs

As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to the acquisition of ASI 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 calculation was 7.6%. Significant increases (decreases) in these unobservable inputs in isolation would result in a significantly (lower) higher fair value measurement.

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheet at June 30, 2018 but which require disclosure of their fair values include: cash and cash equivalents, trade accounts receivable, trade accounts payable and accrued expenses, accrued payroll and related benefits, and the revolving line of credit and term loan debt under our syndicated credit agreement facility. The Company believes that the estimated fair value of such instruments at June 30, 2018 and December 31, 2017 approximates their carrying value as reported on the unaudited Condensed Consolidated Balance Sheets.

NOTE 6 – INVENTORIES ~~NET~~

The carrying values of inventories are as follows (in thousands):

June 30,
2017

December 31,
2016

Finished goods $ 79,525 $ 74,269
Work in progress 11,172 9,430
Inventories, net $ 90,697 $ 83,699

	June 30, 2018		December 31, 2017

Finished goods	$	98,960	$	79,820
Work in process		11,807		11,593
Inventories	$	110,767	$	91,413

NOTE 7 – COSTS AND ESTIMATED PROFITS ON UNCOMPLETED CONTRACTS

Costs and estimated profits in excess of billings on uncompleted contracts arise in the consolidated balance sheets when revenues have been recognized but the amounts cannot be billed under the terms of the contracts. Such amounts are recoverable from customers upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract.

Costs and estimated profits on uncompleted contracts and related amounts billed were as follows (in thousands):

	June 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Costs incurred on uncompleted contracts	$	24,974	$	25,214	$	53,626	$	37,899
Estimated profits, thereon		3,491		6,274		6,504		2,665
Total		28,465		31,488		60,130		40,564
Less: billings to date		11,968		15,864		25,265		17,881
Net	$	16,497	$	15,624	$	34,865	$	22,683

Such amounts were included in the accompanying ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets for ~~2017~~2018 and ~~2016~~2017 under the following captions (in thousands):

	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Costs and estimated profits in excess of billings on uncompleted contracts	$	19,218		$	18,421
Billings in excess of costs and estimated profits on uncompleted contracts		(2,719	)		(2,813	)
Costs and estimated profits in excess of billings							$	37,943		$	26,915
Billings in excess of costs and estimated profits								(3,075	)		(4,249	)
Translation adjustment		(2	)		16			(3	)		17
Net	$	16,497		$	15,624		$	34,865		$	22,683

~~NOTE 8 - PROPERTY AND EQUIPMENT, NET~~

~~The carrying values of property and equipment are as follows (in thousands~~):

June 30,
2017

December 31,
2016

Land $ 2,346 $ 2,346
Buildings and leasehold improvements 16,463 16,259
Furniture, fixtures and equipment 95,065 94,784
Less – Accumulated depreciation (57,264 ) (52,582 )
Total property and equipment, net $ 56,610 $ 60,807

NOTE 98 - GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the changes in the carrying amount of goodwill and other intangible assets during the six months ended June 30, ~~2017~~2018 (in thousands):

	Goodwill		Other Intangible Assets			Total			Goodwill		Other Intangible Assets			Total
Balance as of December 31, 2016	$	187,591	$	94,831		$	282,422

Balance as of December 31, 2017									$	187,591	$	78,525		$	266,116
Acquired during the period										6,442		6,185			12,627
Translation adjustment		-		483			483			-		(551	)		(551	)
Amortization		-		(8,607	)		(8,607	)		-		(8,477	)		(8,477	)
Balance as of June 30, 2017	$	187,591	$	86,707		$	274,298
Balance as of June 30, 2018									$	194,033	$	75,682		$	269,715

The following table presents the goodwill balance by reportable segment as of June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Service Centers	$	154,473	$	154,473	$	160,914	$	154,473
Innovative Pumping Solutions		15,980		15,980		15,980		15,980
Supply Chain Services		17,138		17,138		17,139		17,138
Total	$	187,591	$	187,591	$	194,033	$	187,591

The following table presents a summary of amortizable other intangible assets (in thousands):

	As of June 30, 2017							As of December 31, 2016							June 30, 2018							December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Carrying Amount, net		Gross Carrying Amount		Accumulated Amortization			Carrying Amount, net		Gross Carrying Amount		Accumulated Amortization			Carrying Amount, net		Gross Carrying Amount		Accumulated Amortization			Carrying Amount, net
Customer relationships	$	162,201	$	(75,681	)	$	86,520	$	163,022	$	(68,446	)	$	94,576	$	168,255	$	(92,767	)		75,488		162,200		(83,806	)		78,394
Non-compete agreements		949		(762	)		187		1,836		(1,581	)		255		784		(590	)		194		949		(818	)		131
Total	$	163,150	$	(76,443	)	$	86,707	$	164,858	$	(70,027	)	$	94,831	$	169,039	$	(93,357	)	$	75,682	$	163,149	$	(84,624	)	$	78,525

Gross carrying amounts as well as accumulated amortization are partially affected by the fluctuation of foreign currency rates. Other intangible assets are amortized according to estimated economic benefits over their estimated useful lives.

NOTE 9 – INCOME TAXES

The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Tax Cuts and Jobs Act contains several tax law changes that will impact the Company in the current and future periods. The Company is applying the guidance in Staff Accounting Bulletin ("SAB") 118 issued by the Securities and Exchange Commission when accounting for the enactment-date effects of the Tax Cuts and Jobs Act. Specifically, SAB 118 permits companies to record a provisional amount which can be remeasured during the measurement period due to obtaining, preparing, or analyzing additional information about facts and circumstances that existed as of the enacted date. At June 30, 2018, the Company has not completed our accounting for all of the tax effects of the Tax Cuts and Jobs Act; however, in certain cases, as described below, the Company has made a reasonable estimate of other effects. The Company will continue to refine our calculations as additional analysis is completed.

The Company originally remeasured our U.S. net deferred tax liabilities and recorded a provisional $1.3 million benefit and a corresponding provisional decrease in the U.S. net deferred tax liability relating to the reduction in the U.S. federal corporate income tax rate to 21% from 35%. We are still in the process of analyzing Tax Cuts and Jobs Act's impact as permitted under SAB 118. The largest impact to the Company being the remeasurement of deferred taxes due to the U.S. statutory tax rate change. The mandatory repatriation and resulting toll charge on accumulated foreign earnings and profits has limited impact on the Company as unremitted earnings from non-US jurisdictions is minimal. The Company is provisional in its approach and assertion that there is no financial statement impact related to mandatory repatriation as of June 30, 2018. We will continue to monitor tax reform, as we anticipate additional guidance from the Internal Revenue Service will become more available throughout 2018.

Our effective tax rate from continuing operations was a tax expense of 25.21% for the six months ended June 30, 2018 compared to a tax expense of 36.81% for the six months ended June 30, 2017. Compared to the U.S. statutory rate for the six months ended June 30, 2018, the effective tax rate was increased by state taxes, foreign taxes, and nondeductible expenses and partially offset by research and development tax credits. Compared to the U.S. statutory rate for the six months ended June 30, 2017, the effective tax rate was increased by state taxes and nondeductible expenses and partially offset by lower income tax rates on income earned in foreign jurisdictions, domestic production activities deduction, and research and development credits.

NOTE 10 – LONG-TERM DEBT

~~Long-term~~The components of the Company's long-term debt consisted of the following (in thousands):

June 30,
2017

December 31,
2016

Line of credit $ 162,600 $ 147,600
Term loan 55,250 74,500
Promissory note payable in monthly installments at 2.9% through January 2021, collateralized by equipment 3,152 3,577
Less unamortized debt issuance costs (744 ) (992 )
220,258 224,685
Less: Current portion (217,974 ) (51,354 )
Long-term debt less current maturities $ 2,284 $ 173,331

	June 30, 2018						December 31, 2017
	Carrying Value*			Fair Value			Carrying Value*			Fair Value

ABL Revolver	$	-		$	-		$	-		$	-
Term Loan B		248,125			249,519			249,375			251,869
Promissory note due January 2021		2,284			2,284			2,722			2,722
Total long-term debt		250,409			251,803			252,097			254,591
Less: current portion		(3,394	)		(3,408	)		(3,381	)		(3,406	)
Long-term debt less current maturities	$	247,015		$	248,395		$	248,716		$	251,185

*Carrying value amounts do not include unamortized debt issuance costs of $9.1M and $10.1 for June 30, 2018 and December 31, 2017, respectively.

The fair value measurements used by the Company are considered Level 2 inputs, as defined in the fair value hierarchy. The fair value estimates were based on quoted prices for identical or similar securities.

August 2017 Credit Agreements

On July 11, 2012, DXP entered into a credit facility with Wells Fargo Bank National Association, as Issuing Lender, Swingline Lender and Administrative Agent for the lenders (as amended, the "Original Facility"). On January 2, 2014,August 29, 2017, the Company entered into two credit agreements (the "August 2017 Credit Agreements") that provided for an Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Issuing Lender and Administrative Agent for other lenders (as amended by that certain First Amendment to the Amended and Restated Credit Agreement, dated as of August 6, 2015 (the "First Amendment"), that certain Second Amendment to the Amended and Restated Credit Agreement, dated as of September 30, 2015 (the "Second Amendment"), that certain Third Amendment to the Amended and Restated Credit Agreement, dated as of May 12, 2016 (the "Third Amendment"), that certain Fourth Amendment to the Amended and Restated Credit Agreement, dated as of August 15, 2016 (the "Fourth Amendment"), and that certain Fifth Amendment to the Amended and Restated Credit Agreement, dated as of November 28, 2016 (the "Fifth Amendment" and as so amended, the "Facility")), amending and restating the Original Facility. Pursuant to the Facility, as of June 30, 2017, the lenders named therein provided to DXP a $55.2$85.0 million ~~term loan and a $190 million~~asset-backed revolving line of ~~credit. The Facility expires on March 31, 2018. Loans made from~~credit (the "ABL Revolver") and a $250.0 million senior secured term loan B (the "Term Loan B"). Under the ~~Facility~~ABL Revolver, the Company may ~~be used for working capital and general corporate purposes of DXP and its subsidiaries. As of June 30, 2017, the~~request $10.0 million incremental revolving loan commitments in an additional aggregate ~~principal~~ amount ~~of revolving loans outstanding under the facility was $162.6 million.~~not to exceed $50.0 million, subject to pro forma compliance with certain net secured leverage ratio tests.

~~Amortization payments are payable at $15.6 million per quarter~~The applicable rate for the ~~fiscal quarter periods ending September 30, 2017~~ABL Revolver is LIBOR plus a margin ranging from 1.25% to 1.75% per annum. The applicable rate for the Term Loan B was LIBOR plus 5.50% subject to a LIBOR floor of 1.00%. The maturity date of the ABL Revolver is August 29, 2022 and ~~thereafter. At June 30, 2017,~~ the ~~aggregate principal amount~~maturity date of ~~term loan outstanding under~~ the ~~Facility was $55.2 million.~~Term Loan B is August 29, 2023.

On June ~~30, 2017,~~25, 2018, the ~~LIBOR based~~Company entered into Amendment No. 1 (the "Repricing Amendment") to the Senior Secured Term Loan B Agreement. The Repricing Amendment, among other things, reduced the applicable rate ~~in effect under~~for the ~~Facility was~~term loans to LIBOR plus ~~5.0% and~~4.75% (subject to a LIBOR floor of 1.00%) from LIBOR plus 5.50%. The Repricing Amendment also includes a "soft call" prepayment penalty of 1.0% for a period of six months commencing with the ~~prime based rate~~date of the ~~Facility~~Repricing Amendment for certain prepayments, refinancing, and amendments.

The Company accounted for the Repricing Amendment as a modification of debt. Approximately, $60,000 of prior deferred debt issuance cost were accelerated and recorded as additional interest expense in the condensed consolidated statements of operations and comprehensive operations, attributable to prior syndicate lenders who reduced or eliminated their positions during the amendment process. The Company also incurred $0.9 million of third party fees in connection with the Repricing Amendment, which was ~~prime plus 4.0%. At~~also recorded as additional interest expense in the condensed consolidated statements of operations and comprehensive operations.

As of June 30, ~~2017, $217.9 million was borrowed under the Facility at a weighted average interest rate of approximately 6.2%. At June 30, 2017,~~2018, the Company had ~~$20.9 million available for borrowing~~no amount outstanding under the ~~Facility.~~

~~Commitment fees~~ABL Revolver and had $80.0 million of ~~0.50% per annum are payable on~~borrowing capacity, including the ~~portion~~impact of ~~the Facility capacity not in use at any given time on the line~~letters of credit. ~~Commitment fees are included as interest in the Condensed Consolidated Statements of Operations.~~

The Facility contains financial covenants defining various financial measures and levels of these measures with which the Company must comply monthly. Substantially all of the Company's assets are pledged as collateral to secure the credit facility.

Interest on Borrowings

The interest rates on our borrowings outstanding at June 30, 2018 and December 31, 2017, including the amortization of debt issuance costs, were as follows:

	June 30, 2018			December 31, 2017
ABL Revolver		3.8	%		2.9	%
Term Loan B		6.8	%		7.1	%
Promissory Note		2.9	%		2.9	%
Weighted average interest rate		6.8	%		7.0	%

The Company was in compliance with all financial covenants under the August 2017 Credit Agreement as of June 30, 2018.

NOTE 11 - STOCK-BASED COMPENSATION

Restricted Stock

Under the ~~restricted stock~~equity incentive plans approved by our shareholders, directors, consultants and employees ~~were~~may be awarded shares of DXP's common stock. The shares of restricted stock and restricted stock units granted to employees and that are outstanding as of June 30, ~~2017~~2018 vest (or have forfeiture restrictions that lapse) in accordance with one of the following vesting schedules: 100% one year after date of grant; 33.3% each year for three years after ~~the~~ date of grant; 20% each year for five years after ~~the grant date;~~date of grant; or 10% each year for ten years after ~~the grant date.~~date of grant. The shares of restricted stock granted to non-employee directors of DXP vest one year after the grant date. The fair value of restricted stock awards ~~was~~is measured based upon the closing prices of DXP's common stock on the grant dates and is recognized as compensation expense over the vesting period of the awards. Shares of our common stock are issued and outstanding upon the grant of awards of restricted stock. Once restricted stock ~~vests,~~units vest, new shares of the Company's stock are issued. At June 30, ~~2017, 407,447~~2018, 279,149 shares were available for future ~~grants.~~grant.

Changes in restricted stock for the six months ended June 30, ~~2017~~2018 were as follows:

	Number of Shares			Weighted Average Grant Price		Number of Shares			Weighted Average Grant Price
Non-vested at December 31, 2016		143,380		$	26.76
Non-vested at December 31, 2017							77,901		$	30.36
Granted		12,150		$	33.84		124,474		$	31.54
Forfeited		-		$	-		(2,400	)	$	46.68
Vested		(13,900	)	$	62.65		(12,699	)	$	49.67
Non-vested at June 30, 2017		141,630		$	23.84
Non-vested at June 30, 2018							187,276		$	29.63

Compensation expense, associated with restricted stock, recognized in the six months ended June 30, ~~2017~~2018 and ~~2016~~2017 was $1.0 ~~million and $1.3~~ million, respectively. Related income tax benefits recognized in earnings for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017 were approximately $0.4 ~~million and $0.5 million, respectively.~~million. Unrecognized compensation expense under the Restricted Stock Plan at June 30, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~$2.1~~$4.4 million and ~~$2.7~~$1.6 million, respectively. As of June 30, ~~2017,~~2018, the weighted average period over which the unrecognized compensation expense is expected to be recognized is ~~15.0~~28.2 months.

NOTE 12 - EARNINGS PER SHARE DATA

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 June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Basic:
Weighted average shares outstanding		17,404		14,503		17,406		14,494		17,558		17,404		17,538		17,406
Net income attributable to DXP Enterprises, Inc.	$	4,135	$	5,170	$	7,268	$	58	$	11,562	$	4,135	$	16,113	$	7,268
Convertible preferred stock dividend		22		22		45		45		22		22		45		45
Net income attributable to common shareholders	$	4,113	$	5,148	$	7,223	$	13	$	11,540	$	4,113	$	16,068	$	7,223
Per share amount	$	0.24	$	0.36	$	0.42	$	0.00	$	0.66	$	0.24	$	0.92	$	0.42

Diluted:
Weighted average shares outstanding		17,404		14,503		17,406		14,494		17,558		17,404		17,538		17,406
Assumed conversion of convertible preferred stock		840		840		840		840		840		840		840		840
Total dilutive shares		18,244		15,343		18,246		15,334		18,398		18,244		18,378		18,246
Net income attributable to common shareholders	$	4,113	$	5,148	$	7,223	$	13	$	11,540	$	4,113	$	16,068	$	7,223
Convertible preferred stock dividend		22		22		45		45		22		22		45		45
Net income attributable to DXP Enterprises, Inc. for diluted earnings per share	$	4,135	$	5,170	$	7,268	$	58	$	11,562	$	4,135	$	16,113	$	7,268
Per share amount	$	0.23	$	0.34	$	0.40	$	0.00	$	0.63	$	0.23	$	0.88	$	0.40

NOTE 13 - 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 of these lawsuits, 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 14 – BUSINESS ACQUISITIONS

On January 1, 2018, the Company completed the acquisition of Application Specialties, Inc. ("ASI"), a distributor of cutting tools, abrasives, coolants and machine shop supplies. The Company paid approximately $11.7 million in cash and stock. The purchase price also includes approximately $4.0 million in contingent consideration. The purchase was financed with $10.8 million of cash on hand as well as issuing $0.9 million of the Company's common stock. ASI will provide the Company's metal working division with new geographic territory and enhance DXP's end market mix. For the six months ended June 30, 2018, ASI contributed sales of $23.0 million and earnings before taxes of approximately $2.6 million.

As part of our purchase agreement, we may pay up to an additional $4.6 million of contingent consideration over the next three years based on the achievement of certain earnings benchmarks established for calendar years 2018, 2019 and 2020. The purchase price includes the estimated fair value of the contingent consideration recorded at the present value of $4.0 million. The estimated fair value of the contingent consideration was determined using a probability-weighted discounted cash flow model. We determined the fair value of the contingent consideration obligations by calculating the probability-weighted payments based on our assessment of the likelihood that the benchmarks will be achieved. The probability-weighted payments were then discounted using a discount rate based on an internal rate of return analysis using the probability-weighted cash flows. The fair value measurement includes earnings forecasts which are a Level 3 measurement as discussed in Note 5. The fair value of the contingent consideration is reviewed quarterly over the earn-out period to compare actual earnings before interest, taxes, depreciation and amortization ("EBITDA") achieved to the estimated EBITDA used in our forecasts.

As of June 30, 2018 approximately $1.4 million of the actual cash due toward the contingent consideration earned is recorded in current liabilities. We may pay up to an additional $3.2 million over the remaining earn-out period based on the achievement of certain EBITDA benchmarks. The estimated fair value of the contingent consideration is recorded at the present value of $4.0 million at June 30, 2018. Changes in the estimated fair value of the contingent earn-out consideration, up to the total contractual amount, are reflected in our results of operations in the periods in which they are identified. Changes in the fair value of the contingent consideration may materially impact and cause volatility in our future operating results. Changes in our estimates for the contingent consideration are discussed in Note 5 to our condensed consolidated financial statements.

The total acquisition consideration is equal to the sum of all cash payments, the fair value of stock issued, and the present value of any contingent consideration. The following table summarizes the total acquisition consideration for the ASI Purchase:

Purchase Price Consideration	Total Consideration
	(Dollars in thousands)
Cash payments	$	10,792
Fair value of stock issued		894
Present value of estimated fair value of contingent earn-out consideration		4,006
Total purchase price consideration	$	15,692

NOTE 1415 - SEGMENT REPORTING

The Company's reportable business segments are: Service Centers, Innovative Pumping Solutions and Supply Chain Services. The Service Centers segment is engaged in providing maintenance, MRO products, equipment and integrated services, 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, remanufactures pumps and manufactures branded private label pumps. 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.

The high degree of integration of the Company's operations necessitates the use of a substantial number of allocations and apportionments in the determination of business segment information. Sales are shown net of intersegment eliminations.

The following table sets out financial information related to the Company's segments (in thousands):

	For the Three Months Ended June 30,																	Three Months Ended June 30,
	2017									2016								2018								2017
	SC		IPS			SCS		Total		SC		IPS		SCS		Total		SC		IPS		SCS		Total		SC		IPS			SCS		Total
Sales	$	164,749	$	44,470		$	41,479	$	250,698	$	161,832	$	54,353	$	40,030	$	256,215	$	193,576	$	74,257	$	43,394	$	311,227	$	164,749	$	44,470		$	41,479	$	250,698
Amortization		2,227		1,793			271		4,291		2,284		1,955		271		4,510		2,310		1,538		271		4,119		2,227		1,793			271		4,291
Income (loss) from operations		16,190		(38	)		3,447		19,599		10,313		3,532		3,931		17,776		19,623		7,418		3,984		31,025		16,190		(38	)		3,447		19,599
Income from operations, excluding amortization	$	18,417	$	1,755		$	3,718	$	23,890	$	12,597	$	5,487	$	4,202	$	22,286	$	21,933	$	8,956	$	4,255	$	35,144	$	18,417	$	1,755		$	3,718	$	23,890

For the Six Months Ended June 30,
2017 2016
SC IPS SCS Total SC IPS SCS Total
Sales $ 313,461 $ 93,528 $ 82,236 $ 489,225 $ 329,334 $ 101,784 $ 78,658 $ 509,776
Amortization 4,477 3,588 542 8,607 4,579 3,917 542 9,038
Income from operations 27,281 1,676 7,234 36,191 17,555 1,876 7,140 26,571
Income from operations, excluding amortization $ 31,758 $ 5,264 $ 7,776 $ 44,798 $ 22,134 $ 5,793 $ 7,682 $ 35,609

	Six Months Ended June 30,
	2018								2017
	SC		IPS		SCS		Total		SC		IPS		SCS		Total
Sales	$	368,937	$	141,899	$	86,327	$	597,163	$	313,461	$	93,528	$	82,236	$	489,225
Amortization		4,770		3,165		542		8,477		4,477		3,588		542		8,607
Income from operations		32,992		12,173		7,767		52,932		27,281		1,676		7,234		36,191
Income from operations, excluding amortization	$	37,762	$	15,338	$	8,309	$	61,409	$	31,758	$	5,264	$	7,776	$	44,798

The following table presents reconciliations of operating income for reportable segments to the consolidated income before taxes (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016		2017			2016			2018			2017		2018			2017
Operating income for reportable segments, excluding amortization	$	23,890	$	22,286	$	44,798		$	35,609
Operating income for reportable segments											$	35,144		$	23,890	$	61,409		$	44,798
Adjustment for:
Amortization of intangible assets		4,291		4,510		8,607			9,038			4,119			4,291		8,477			8,607
Corporate expense		9,342		8,927		17,698			19,724
Corporate expenses												10,965			9,342		21,723			17,698
Income from operations		10,257		8,849		18,493			6,847			20,060			10,257		31,209			18,493
Interest expense		3,992		3,951		7,645			7,360			6,137			3,992		11,178			7,645
Other expense (income), net		57		9		(171	)		(146	)
Income (loss) before income taxes	$	6,208	$	4,889	$	11,019		$	(367	)
Other (income) expense, net												(1,416	)		57		(1,438	)		(171	)
Income before income taxes											$	15,339		$	6,208	$	21,469		$	11,019

NOTE 1516 - SUBSEQUENT EVENTS

We have evaluated subsequent events through the date the interim Condensed Consolidated Financial Statements were issued. There were no subsequent events that required recognition or disclosure unless elsewhere identified in this report.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis ~~(MD&A)~~("MD&A") of the financial condition and results of operations of

DXP Enterprises, Inc. together with its subsidiaries (collectively "DXP," "Company," "us," "we," or "our") for the three and six months ended June 30, ~~2017~~2018 should be read in conjunction with our previous annual report on Form 10-K and our quarterly reports on Form 10-Q, and the consolidated financial statements and notes thereto included in our annual and quarterly reports. The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Report") contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "might", "estimates", "will", "should", "could", "would", "suspect", "potential", "current", "achieve", "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and actual results may vary materially from those discussed in the forward-looking statements or historical performance as a result of various factors. These factors include ~~our ability to satisfy our debt covenants under our credit facility, our ability to refinance our debt on acceptable terms,~~ the effectiveness of management's strategies and decisions, our ability to implement our internal growth and acquisition growth strategies, general economic and business ~~condition~~conditions specific to our primary customers, changes in government regulations, our ability to effectively integrate businesses we may acquire, our success in remediating our internal control weaknesses, new or modified statutory or regulatory requirements, availability of materials and ~~changing~~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 or 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 reduced oil and gas prices and supply or demand for maintenance, repair and operating products, equipment and service, and our ability to obtain financing on favorable terms or amend our credit ~~facility~~facilities as needed. This Report identifies other factors that could cause such differences. We cannot assure that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in "Risk Factors", included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March ~~31, 2017.~~28, 2018. We assume no obligation and do not intend to update these forward-looking statements. Unless the context otherwise requires, references in this Report to the "Company", "DXP", "we" or "our" shall mean DXP Enterprises, Inc., a Texas corporation, together with its subsidiaries.

1416

RESULTS OF OPERATIONS

(in thousands, except percentages and per share data)

	Three Months Ended June 30,												Six Months June 30,												Three Months Ended June 30,												Six Months Ended June 30,
	2017			%			2016			%			2017			%			2016			%			2018			%			2017			%			2018			%			2017			%
Sales	$	250,698			100.0	%	$	256,215			100.0	%	$	489,225			100.0	%	$	509,776			100.0	%	$	311,227			100.0	%	$	250,698			100.0	%	$	597,163			100.0	%	$	489,225			100.0	%
Cost of sales		181,762			72.5	%		184,612			72.1	%		355,774			72.7	%		369,355			72.5	%		226,111			72.7	%		181,762			72.5	%		435,602			72.9	%		355,774			72.7	%
Gross profit		68,936			27.5	%		71,603			27.9	%		133,451			27.3	%		140,421			27.5	%		85,116			27.3	%		68,936			27.5	%		161,561			27.1	%		133,451			27.3	%
Selling, general and administrative expense		58,679			23.4	%		62,754			24.5	%		114,958			23.5	%		133,574			26.2	%
Selling, general and administrative expenses																										65,056			20.9	%		58,679			23.4	%		130,352			21.8	%		114,958			23.5	%
Income from operations		10,257			4.1	%		8,849			3.5	%		18,493			3.8	%		6,847			1.3	%		20,060			6.4	%		10,257			4.1	%		31,209			5.2	%		18,493			3.8	%
Other expense (income), net		57			0.0	%		9			0.0	%		(171	)		0.0	%		(146	)		0.0	%
Other (income) expense, net																										(1,416	)		-0.5	%		57			0.0	%		(1,438	)		-0.2	%		(171	)		0.0	%
Interest expense		3,992			1.6	%		3,951			1.5	%		7,645			1.6	%		7,360			1.4	%		6,137			2.0	%		3,992			1.6	%		11,178			1.9	%		7,645			1.6	%
Income (loss) before taxes		6,208			2.5	%		4,889			2.0	%		11,019			2.2	%		(367	)		-0.1	%
Provision(benefit) for income taxes		2,239			0.9	%		(197	)		0.0	%		4,056			0.8	%		(205	)		0.0	%
Net income (loss)		3,969			1.5	%		5,086			2.0	%		6,963			1.4	%		(162	)		0.0	%
Net loss attributable to noncontrolling interest		(166	)		0.0	%		(84	)		0.0	%		(305	)		-0.1	%		(220	)		0.0	%
Income before taxes																										15,339			4.9	%		6,208			2.5	%		21,469			3.6	%		11,019			2.2	%
Provision for income taxes																										3,776			1.2	%		2,239			0.9	%		5,412			0.9	%		4,056			0.8	%
Net income																										11,563			3.7	%		3,969			1.5	%		16,057			2.7	%		6,963			1.4	%
Net income (loss) attributable to noncontrolling interest																										1			0.0	%		(166	)		0.0	%		(56	)		0.0	%		(305	)		-0.1	%
Net income attributable to DXP Enterprises, Inc.	$	4,135			1.6	%	$	5,170			2.0	%	$	7,268			1.5	%	$	58			0.0	%	$	11,562			3.7	%	$	4,135			1.6	%	$	16,113			2.7	%	$	7,268			1.5	%
Per share amounts attributable to DXP Enterprises, Inc.
Basic earnings per share	$	0.24					$	0.36					$	0.42					$	0.00					$	0.66					$	0.24					$	0.92					$	0.42
Diluted earnings per share	$	0.23					$	0.34					$	0.40					$	0.00					$	0.63					$	0.23					$	0.88					$	0.40

DXP is organized into three business segments: Service Centers ("SC"), Supply Chain Services ("SCS") and Innovative Pumping Solutions ("IPS"). The Service Centers are engaged in providing maintenance, repair and operating ("MRO") products, equipment and integrated services, including technical expertise and logistics capabilities, to industrial customers with the ability to provide same day delivery. The Service Centers provide a wide range of MRO products and services in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, industrial supply and safety product and service categories. The SCS segment provides a wide range of MRO products and manages all or part of our customer's supply chain ~~including inventory.~~function, and inventory management. The IPS segment fabricates and assembles integrated pump system packages custom made to customer specifications, remanufactures pumps and manufactures branded private label pumps. Over 90% of DXP's revenues represent sales of products.

Three Months Ended June 30, ~~2017~~2018 compared to Three Months Ended June 30, ~~2016~~2017

SALES. Sales for the three months ended June 30, ~~2017 decreased $5.5~~2018 increased $60.5 million, or ~~2.2%~~24.1%, to approximately ~~$250.7~~$311.2 million from ~~$256.2~~$250.7 million for the prior year's corresponding period. Sales from ~~Vertex,~~ a business ~~sold~~acquired on ~~October~~January 1, ~~2016~~2018 accounted for ~~$7.8~~$12.4 million of the ~~decline in sales.~~increase. Excluding second quarter ~~2016~~2018 sales of ~~Vertex, on a same store sales basis,~~the business acquired, sales for the second quarter in ~~2017~~2018 increased by ~~$2.3~~$48.1 million, or ~~0.9%~~19.2% from the prior year's corresponding period. This ~~same store~~ sales increase is the result of ~~sales increases~~an increase in our ~~Service Center~~IPS, SC and SCS segments of ~~$10.7~~$29.8 million, $16.4 and ~~$1.4~~$1.9 million, respectively, ~~offset partially by a decline~~excluding acquisition sales. The fluctuations in sales is further explained in our ~~IPS segment of $9.9 million, on a same store sales basis. These fluctuations in the sales in our segments are further explained in~~business segment discussions below.

~~GROSS PROFIT. Gross profit as a percentage of sales~~Innovative Pumping Solutions segment. Sales for the three months ended June 30, 2017 decreased by approximately 45 basis points from the prior corresponding period. On a same store sales basis, gross profit as a percentage of sales decreased by approximately 12 basis points. The overall decrease in profit percentage, on a same store sales basis is the result of an approximate 153 basis point increase in the gross profit percentage in our Service Center segment offset by an approximate 585 basis point decrease in the gross profit percentage in our IPS segment ~~and 88 basis point decrease in the gross profit percentage in our Supply Chain segment. These fluctuations are explained in the segment discussions below.~~

~~SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expense (SG&A) for the three months ended June 30, 2017 decreased~~increased by ~~approximately $4.1~~$29.8 million, or 6.5%, to $58.7 million from $62.8 million for the prior corresponding period. Selling, general and administrative expense from a business that was sold accounted for $2.0 million of the second quarter decrease. Excluding second quarter expenses from the business that was sold, on a same store sales basis, SG&A for the quarter decreased by $2.1 million, or 3.4%. The overall decline in SG&A, on a same store sales basis, is the result of decreased payroll, incentive compensation, related taxes and 401(k) expenses due to headcount and salary reductions and other cost reduction measures primarily implemented near the end of the first quarter of 2016. Additionally, amortization expense declined by $0.2 million, on a same store sales basis. The remaining decline in SG&A expense67.0% for the second quarter of ~~2017 is consistent with the decrease in sales. As a percentage of sales, the second quarter 2017 expense decreased approximately 105 basis points~~2018 compared to ~~23.4% from 24.5% for~~ the prior ~~corresponding period, on a same store sales basis, primarily as a result of the percentage decrease in SG&A exceeding the percentage decline in sales.~~

OPERATING INCOME. Operating income for the second quarter of 2017 increased $1.4 million, to $10.3 million, from $8.8 million in the prior corresponding period. The operating income from the business sold in 2016 reduced the overall increase in operating income in the amount of 1.0 million. Excluding the operating income from the business sold, on a same store sales basis, operating income increased $2.4 million, or 31% from the prioryear's corresponding period. This increase was primarily the result of an increase in ~~operating income is primarily~~the capital spending by oil and gas producers and related tobusinesses stemming from an increase in the ~~decrease in SG&A discussed above.~~drilling rig count production and the price of oil during the first six months of 2018. This level of IPS sales might continue, or improve, during the remainder of 2018, if crude oil and natural gas prices and the drilling rig count remain at levels experienced during the first six months of 2018.

INTEREST EXPENSE. Interest expense of $4.0 million for the second quarter of 2017 increased 1.0% from the prior corresponding period. Increased interest rates under our credit facility were partially offset by a lower outstanding balance.

~~SERVICE CENTERS SEGMENT.~~Service Centers segment. Sales for the Service Centers segment increased by ~~$2.9~~$28.8 million, or ~~1.8%,~~17.5% for the second quarter of ~~2017~~2018 compared to the prior year's corresponding period. Excluding ~~$7.8~~$12.4 million of second quarter ~~2016~~2018 Service Centers segment sales from a business ~~sold,~~acquired, Service Centers segment sales for the second quarter in ~~2016~~2018 increased ~~$10.7~~$16.4 million, or ~~7.0%~~10.0% from the prior year's corresponding ~~period, on a same store sales basis.~~period. This sales increase is primarily the result of increased sales of rotating equipment, ~~safety services, industrial supplies~~bearings and ~~bearings~~metal working products to customers engaged in the late upstream, midstream or downstream oil and gas ~~market~~markets or manufacturing equipment for ~~the upstream~~these markets in connection with increased capital spending by oil and gas ~~market. Increases and decreases in DXP's sales to oil and gas related customers tend to lag many months behind increases and decreases in crude oil and natural gas prices and the drilling rig count.~~producers. If crude oil and natural gas prices and the drilling rig count remain at levels experienced during the second quarter of ~~2017,~~2018, this level of sales to the ~~upstream~~ oil and gas industry ~~could be expected to~~might continue, or improve, during the remainder of ~~2017.~~2018.

Supply Chain Services segment. Sales for the SCS segment increased by $1.9 million, or 4.6%, for the second quarter of 2018, compared to the prior year's corresponding period. The increase in sales is primarily related to increased sales to customers in the oil and gas and aerospace industries.

GROSS PROFIT. Gross profit as a percentage of sales for the three months ended June 30, 2018 decreased by approximately 15 basis points from the prior year's corresponding period. Excluding the impact of the business acquired, gross profit as a percentage of sales increased by approximately 31 basis points. The increase in the gross profit percentage excluding the business acquired, is primarily the result of an approximate 397 basis point increase in the gross profit percentage in our IPS segment partially offset by an approximate 27 basis point decrease in the gross profit percentage in our Supply Chain Services segment. Gross profit for the IPS segment increased as a result of an increase in the capital spending by oil and gas producers and related businesses stemming from an increase in the drilling rig count production and the price of oil during the first six months of 2018.

Service Centers segment. As a percentage of sales, the second quarter gross profit percentage for the Service Centers ~~segment increased~~decreased approximately ~~107~~108 basis points but ~~increased~~decreased approximately ~~153~~18 basis points, ~~on a same store sales basis,~~adjusting for the business acquired, from the prior year's corresponding period. This was primarily as a result of sales mix and price increases from vendors. Operating income for the Service Centers segment increased ~~$5.8~~$2.2 million, or ~~46.2%~~12.2%. The increase in operating income is primarily the result of the ~~$3.2~~improved sales.

Innovative Pumping Solutions segment. As a percentage of sales, the second quarter gross profit percentage for the IPS segment increased approximately 397 basis points from the prior year's corresponding period primarily as a result of an increase in utilization and capacity within IPS' engineered-to-order business and an overall improvement in the pricing environment driven by an increase in capital spending by oil and gas producers. Additionally, gross profit margins for individual orders have continued to improve because of the increase in sales of built to order customer specific products. Operating income for the IPS segment increased $7.2 million, ~~decline~~or 410%, primarily as a result of the above mentioned increase in sales.

Supply Chain Services segment. Gross profit as a percentage of sales decreased approximately 27 basis points, compared to the prior year's corresponding period. This was primarily as a result of sales mix and contractual lag effects of price increases from vendors. Operating income for the second quarter of 2018 increased compared to the prior year's corresponding period mainly due to an increase in gross profit of $0.3 million primarily and a decrease in SG&A ~~combined with~~of $0.2 million.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). Selling, general and administrative expense for the ~~$2.6~~three months ended June 30, 2018 increased by approximately $6.4 million, or 10.9%, to $65.1 million from $58.7 million for the prior year's corresponding period. Selling, general and administrative expense from a business that was acquired accounted for $0.7 million of the second quarter increase. Excluding expenses from the business that was acquired, SG&A for the quarter increased by $5.6 million, or 9.6%. The overall increase in ~~gross profit.~~SG&A adjusting for the business acquired, is the result of increased payroll, incentive compensation and related taxes and 401(K) expenses. The remaining increase in SG&A expense for the second quarter of 2018 is a result of the increase in sales. As a percentage of sales, the second quarter 2018 expense decreased 188 basis points to 21.5% from 23.4% for the prior year's corresponding period, adjusting for the business acquired, primarily as a result of the percentage increase in sales exceeding the percentage decrease in SG&A.

~~INNOVATIVE PUMPING SOLUTIONS SEGMENT.~~OPERATING INCOME. Operating income for the second quarter of 2018 increased by $9.8 million, to $20.1 million, from $10.3 million in the prior year's corresponding period. The operating income from the business acquired in 2018 increased the overall operating income for the three months ended June 30, 2018 in the amount of $1.3 million. Excluding the operating income from the business acquired, operating income increased $8.5 million, or 83.2% from the prior year's corresponding period. This increase in operating income is primarily related to the increase in sales discussed above.

INTEREST EXPENSE. Interest expense for the second quarter of 2018 increased 53.7% from the prior year's corresponding period primarily as a result of increased interest rates under our credit facility.

INCOME TAXES. Our effective tax rate from continuing operations was a tax expense of 24.62% for the three months ended June 30, 2018 compared to a tax expense of 36.07% for the three months ended June 30, 2017. Compared to the U.S. statutory rate for the three months ended June 30, 2018, the effective tax rate was increased by state taxes, foreign taxes, and nondeductible expenses. The effective tax rate was decreased by research and development tax credits. Compared to the U.S. statutory rate for the three months ended June 30, 2017, the effective tax rate was increased by state taxes and nondeductible expenses. The effective tax rate was decreased by lower income tax rates on income earned in foreign jurisdictions, domestic production activities deduction, and research and development credits.

Six Months Ended June 30, 2018 compared to Six Months Ended June 30, 2017

SALES. Sales for the six months ended June 30, 2018 increased $107.9 million, or 22.1%, to approximately $597.2 million from $489.2 million for the prior year's corresponding period. Sales from a business acquired on January 1, 2018 accounted for $23.0 million of the increase in sales. Excluding the first six months of 2018 sales of the business acquired, sales for the first six months of 2018 sales increased by $85.0 million, or 17.4% from the prior year's corresponding period. This sales increase is the result of an increase in our IPS, SC and SCS segments of $48.4 million, $32.5 million and $4.1 million, respectively, excluding acquisition sales. The fluctuations in sales is further explained in our business segment discussions below.

Innovative Pumping Solutions segment. Sales for the IPS segment ~~decreased~~increased by ~~$9.9~~$48.4 million, or ~~18.2 %~~51.7% for the ~~second quarter of 2017~~six month period ended June 30, 2018 compared to the prior year's corresponding period. This ~~decrease~~increase was primarily the result of an increase in the ~~decline in~~ capital spending by oil and gas producers and related businesses stemming from an increase in the drilling rig count production and the price of oil during the first ~~half~~six months of ~~2016 when many of the projects recognized as sales during the second quarter of 2017 were ordered.~~2018. This level of IPS sales ~~could be expected to~~might continue, or improve, during the remainder of ~~2017~~2018 if crude oil and natural gas prices and the drilling rig count remain at levels experienced during the first six months of 2018.

Service Centers segment. Sales for the Service Centers segment increased by $55.5 million, or 17.7% for the six months ended June 30, 2018 compared to the prior year's corresponding period. Excluding $23.0 million of Service Centers segment sales for the six months ended June 30, 2018 from a business acquired, Service Centers segment sales for the period increased $32.5 million, or 10.4% from the prior year's corresponding period. This sales increase is primarily the result of increased sales of rotating equipment, bearings and metal working products to customers engaged in the late upstream, midstream or downstream oil and gas markets or manufacturing equipment for these markets in connection with increased capital spending by oil and gas producers. If crude oil and natural gas prices and the drilling rig count remain at levels experienced during the second quarter of ~~2017. As a percentage~~2018, this level of sales to the ~~second quarter gross profit percentage for~~oil and gas industry might continue, or improve, during the ~~IPS segment decreased approximately 585 basis points from the prior corresponding period primarily as a result~~remainder of competitive pricing pressures and a large breakeven sale in the second quarter of 2017. Additionally, gross profit margins for individual orders for the IPS segment can fluctuate significantly because each order is for a unique package built to customer specifications and subject to varying competition. Operating income for the IPS segment decreased $3.7 million, or 68.0%, primarily as a result of the 585 basis point decrease in the gross profit percentage discussed above.2018.

~~SUPPLY CHAIN SERVICES SEGMENT.~~Supply Chain Services segment. Sales for the SCS segment increased by ~~$1.4~~$4.1 million, or ~~3.6%~~5.0%, for the ~~second quarter of 2017~~six months ended June 30, 2018, compared to the prior year's corresponding period. The increase in sales is primarily related to increased sales to customers in the oil and gas ~~related~~and aerospace industries. We suspect customers in the oilfield services and oilfield equipment manufacturing industries purchased more from DXP because of the increase in capital spending by oil and gas companies operating in the U.S and Canada. Gross profit as a percentage of sales decreased approximately 88 basis points compared to the prior corresponding period primarily as a result of increased sales of lower margin products to oil and gas related customers. Operating income for the SCS segment decreased 11.5 % primarily as a result of the decreased gross profit percentage combined with an increase in SG&A.U.S.

1618

~~Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016~~

SALES. Sales for the six months ended June 30, 2017 decreased $20.6 million, or 4.0%, to approximately $489.2 million from $509.8 million for the prior corresponding period. Sales from a business sold in 2016 accounted for $15.6 million of the decline in sales. Excluding the first six months of 2016 sales of the sold business, on a same store sales basis, sales for the first six months of 2017 decreased by $4.9 million, or 1.0% from the prior corresponding period. This same store sales decrease is the result of a decline in our Service Centers and IPS segments of $0.3 million and $8.3 million, respectively, slightly offset by a sales increase in our SCS segment of $3.6 million, on a same store sales basis. These fluctuations in the sales in our segments are further explained in segment discussions below.

GROSS PROFIT. Gross profit as a percentage of sales for the six months ended June 30, ~~2017~~2018 decreased by approximately 2722 basis points from the prior year's corresponding period. ~~On a same store sales basis,~~Excluding the impact of the business acquired, gross profit as a percentage of sales increased by approximately 816 basis points. The ~~overall~~ increase in the gross profit percentage ~~on a same store sales basis~~excluding the business acquired, is primarily the result of an approximate 87180 basis point increase in the gross profit percentage in our ~~Service Centers segment and an approximate 195 basis point decrease in the gross profit percentage in our~~ IPS ~~segment and an approximate 74 basis point decrease in gross profit percentage in our Supply Chain~~ segment. These fluctuations are explained in the segment discussions below.

~~SELLING, GENERAL AND ADMINISTRATIVE. Selling, general~~Innovative Pumping Solutions segment. As a percentage of sales, the six month period gross profit percentage for the IPS segment increased approximately 180 basis points from the prior year's corresponding period primarily as a result of an increase in utilization and ~~administrative expense (SG&A)~~capacity within IPS' engineered-to-order business and an overall improvement in the pricing environment driven by an increase in capital spending by oil and gas producers. Additionally, gross profit margins for individual orders have continued to improve because of the increase in sales of built to order customer specific products. Operating income for the IPS segment increased $10.1 million, or 191%, primarily as a result of the above mentioned increase in sales.

Service Centers segment. As a percentage of sales, the six month period gross profit percentage for the Service Centers decreased approximately 73 basis points but increased approximately 5 basis points, adjusting for the business acquired, from the prior year's corresponding period. This was primarily as a result of sales mix and price increases from vendors. Operating income for the Service Centers segment increased $3.4 million, or 10.8%. The increase in operating income is primarily the result of the improved sales.

Supply Chain Services segment. Gross profit as a percentage of sales decreased approximately 12 basis points, compared to the prior year's corresponding period. This was primarily as a result of sales mix and contractual lag effects of price increases from vendors. Operating income for the six months ended June 30, ~~2017 decreased~~2018 increased compared to the prior year's corresponding period mainly due to an increase in gross profit of $0.8 million primarily offset by an increase in SG&A of $0.3 million.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). Selling, general and administrative expense for the six months ended June 30, 2018 increased by approximately ~~$18.6~~$15.4 million, or ~~13.9%~~13.4%, to ~~$115.0~~$130.4 million from ~~$133.6~~$115.0 million for the prior year's corresponding period. ~~SG&A~~Selling, general and administrative expense from a business that was ~~sold~~acquired accounted for ~~$4.2~~$1.4 million of the ~~decrease.~~increase. Excluding the first six months of ~~SG&A~~2018 expenses from the business that was ~~sold, on a same store sales basis,~~acquired, SG&A ~~decreased~~for the six months increased by ~~$14.4~~$14.0 million, or ~~11.2%~~12.1%. The overall ~~decline~~increase in SG&A ~~on a same store sales basis,~~adjusting for the business acquired, is the result of ~~decreased~~increased payroll, incentive compensation and related taxes and 401(k) expenses due to headcount and salary reductions and other cost reduction measures primarily implemented near the end of the first quarter of 2016. Additionally, amortization expense declined by $0.4 million, on a same store sales basis.401(K) expenses. The remaining ~~decline~~increase in SG&A expense for the first six months of ~~2017~~2018 is ~~consistent with~~primarily a result of the ~~decrease~~increase in sales. As a percentage of sales, the ~~first~~ six months ~~of 2017~~ended June 30, 2018 expense decreased approximately ~~270~~105 basis points to ~~23.5%~~22.5% from ~~26.2%~~23.5% for the prior year's corresponding period, ~~on a same store sales basis,~~adjusting for the business acquired, primarily as a result of the percentage ~~decrease~~increase in ~~SG&A~~sales exceeding the percentage ~~decline~~decrease in ~~sales.~~SG&A.

OPERATING INCOME. Operating income for the first six months of ~~2017~~2018 increased ~~$11.6~~by $12.7 million, to ~~$18.5~~$31.2 million, from ~~$6.8~~$18.5 million in the prior year's corresponding period. The operating income from the business ~~sold~~acquired in ~~2016 reduced~~2018 increased the overall ~~increase in~~ operating income for the six months ended June 30, 2018 in the amount of ~~$1.8~~$2.6 million. Excluding the operating income from the business ~~sold, on a same store sales basis,~~acquired, operating income increased ~~$13.5~~$10.1 million, or ~~268.4%~~54.9% from the prior year's corresponding period. This increase in operating income is primarily related to the ~~decrease~~increase in ~~SG&A~~sales discussed above.

INTEREST EXPENSE. Interest expense for the first six months of ~~2017~~2018 increased ~~3.9%~~46.2% from the prior year's corresponding period primarily as a result of increased interest rates under our credit facility.

~~SERVICE CENTERS SEGMENT. Sales~~INCOME TAXES. Our effective tax rate from continuing operations was a tax expense of 25.21% for the ~~Service Centers segment~~six months ended June 30, 2018 compared to a tax expense of 36.81% for the six months ended June 30, 2017. Compared to the U.S. statutory rate for the six months ended June 30, 2018, the effective tax rate was increased by state taxes, foreign taxes, and nondeductible expenses. The effective tax rate was decreased by ~~$15.9 million, or 4.8%~~research and development tax credits. Compared to the U.S. statutory rate for the ~~first~~ six months ofended June 30, 2017, ~~compared to~~ the ~~prior corresponding period. Excluding $15.6 million of the first six months 2016 Service Centers segment sales from a business sold, Service Centers segment sales for the first six months~~effective tax rate was increased by state taxes and nondeductible expenses. The effective tax rate was decreased by lower income tax rates on income earned in 2017 decreased $0.3 million, or 0.1% from the prior corresponding period, on a same store sales basis. This sales decrease is primarily the result of decreased sales of rotating equipment partially offset by increased sales of safety servicesforeign jurisdictions, domestic production activities deduction, and bearings. As a percentage of sales, the six month period gross profit percentage for the Service Centers increased approximately 41 basis points but increased approximately 87 basis points on a same store sales basis, from the prior corresponding period. Operating income for the Service Centers segment increased $11.5 million, or 56.4% on a same store sales basis. The increase in operating income is primarily the result of the decline in SG&A.research and development credits.

INNOVATIVE PUMPING SOLUTIONS SEGMENT. Sales for the IPS segment decreased by $8.3 million, or 8.1% for the first six months of 2017 compared to the prior corresponding period. This decrease was primarily the result of the low level of capital spending by oil and gas producers and related businesses during the first half of 2016 when many of the projects recognized as sales during the second quarter of 2017 were ordered. This level of IPS sales could be expected continue, or improve, during the remainder of 2017 if crude oil and natural gas prices and the drilling rig count remain at levels experienced during the second quarter of 2017. As a percentage of sales, the six month period gross profit percentage for the IPS segment decreased approximately 195 basis points from the prior corresponding period primarily as a result competitive pricing pressures and a large breakeven sale in the 2017 period. Additionally, gross profit margins for individual orders for the IPS segment can fluctuate significantly because each order is for a unique package built to customer specifications and subject to varying competition. Operating income for the IPS segment decreased $0.5 million, or 9.1%, primarily as a result of the 195 basis point decrease in the gross profit percentage discussed above, partially offset by a decrease in SG&A.

SUPPLY CHAIN SERVICES SEGMENT. Sales for the SCS segment increased by $3.6 million, or 4.5%, for the first six months of 2017 compared to the prior corresponding period. The increase in sales is primarily related to increased sales to customers in the oil and gas industries. We suspect customers in the oilfield services and oilfield equipment manufacturing industries purchased more from DXP because of the increase in capital spending by oil and gas companies operating in the U.S and Canada. Gross profit as a percentage of sales decreased approximately 74 basis points compared to the prior corresponding period primarily as a result of increased sales of lower margin products to oil and gas related customers. Operating income for the SCS segment increased 1.2% primarily as a result of gross profit increasing more than SG&A increased.

1719

LIQUIDITY AND CAPITAL RESOURCES

General Overview

Our primary source of capital is cash flow from operations, supplemented as necessary by bank borrowings or other sources of debt. As a distributor of MRO products and services, we require significant amounts of working capital to fund inventories and accounts receivable. Additional cash is required for capital items for information technology, warehouse equipment, leasehold improvements, pump manufacturing equipment and safety services equipment. We also require cash to pay our lease obligations and to service our debt.

The following table summarizes our net cash flows used in and provided by operating activities, net cash used in investing activities and net cash (used in) provided by financing activities for the periods presented (in thousands):

	Six Months Ended June 30,
Net Cash Provided by (Used in):	2018			2017
Operating Activities	$	(6,983	)	$	7,854
Investing Activities		(13,608	)		(1,118	)
Financing Activities		(1,929	)		(5,883	)
Effect of Foreign Currency		(171	)		36
Net Change in Cash	$	(22,691	)	$	889

Operating Activities

The Company ~~generated $7.9~~used $7.0 million of cash ~~from~~in operating activities during the six months ended June 30, ~~2017~~2018 compared to ~~$11.4~~generating $7.9 million of cash during the prior year's corresponding period. The ~~$3.6~~$14.9 million ~~decrease~~increase in the amount of cash ~~generated~~used between the two periods was primarily driven by inventory build-up and increases in costs and estimated profits in excess of billings as a ~~greater~~result of increased project activity at our IPS segment.

Investing Activities

For the six months ended June 30, 2018, net cash used in investing activities was $13.6 million compared to $1.1 million in the corresponding period in 2017. This increase ~~in working capital during~~was primarily driven by the ~~2017 period,~~purchase of ASI partially offset by proceeds from the sale of a ~~$7.2~~building. For the six months ended June 30, 2018, purchases of property, plant and equipment were approximately $5.5 million.

Financing Activities

For the six months ended June 30, 2018, net cash used in financing activities was $1.9 million, ~~improvement in net income and a lower level of net adjustments to reconcile net income~~compared to net cash ~~provided by operating activities.~~used in financing activities of $5.9 million for the corresponding period in 2017. The activity in the period was primarily attributed to the Company making principal repayments on the Term Loan.

During the ~~first half of 2017,~~six months ended June 30, 2018, the amount available to be borrowed under our credit facility decreased ~~from $37.3~~to $80.0 million at June 30, 2018 compared to $82.0 million at December 31, ~~2016, to $20.9 million at June 30,~~ 2017. This ~~decrease in availability is primarily a~~was the result of ~~the revolving line~~$5.0 million in letters of credit ~~reducing from $205 million at December 31, 2016, to $190 million at June 30, 2017.~~

~~Credit Facility~~

On July 11, 2012, DXP entered into a credit facility with Wells Fargo Bank National Association, as Issuing Lender, Swingline Lender and Administrative Agent for the lenders (as amended, the "Original Facility"). On January 2, 2014, the Company entered into an Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Issuing Lender and Administrative Agent for other lenders (as amended by that certain First Amendment to the Amended and Restated Credit Agreement, dated as of August 6, 2015 (the "First Amendment"), that certain Second Amendment to the Amended and Restated Credit Agreement, dated as of September 30, 2015 (the "Second Amendment"), that certain Third Amendment to the Amended and Restated Credit Agreement, dated as of May 12, 2016 (the "Third Amendment"), that certain Fourth Amendment to the Amended and Restated Credit Agreement, dated as of August 15, 2016 (the "Fourth Amendment"), and that certain Fifth Amendment to the Amended and Restated Credit Agreement, dated as of November 28, 2016 (the "Fifth Amendment" and as so amended, the "Facility")), amending and restating the Original Facility. Pursuant to the Facility,outstanding as of June 30, 2017, the lenders named therein provided to DXP a $55.2 million term loan and a $190 million revolving line of credit. The Facility expires on March 31, 2018. Loans made from the Facility may be used for working capital and general corporate purposes of DXP and its subsidiaries. As of June 30, 2017, the aggregate principal amount of revolving loans outstanding under the facility was $162.6 million.

Amortization payments are payable at $15.6 million per quarter for the fiscal quarter periods ending September 30, 2017 and thereafter. At June 30, 2017, the aggregate principal amount of term loan outstanding under the Facility was $55.2 million.

On June 30, 2017, the LIBOR based rate in effect under the Facility was LIBOR plus 5.0% and the prime based rate of the Facility was prime plus 4.0%. At June 30, 2017, $217.9 million was borrowed under the Facility at a weighted average interest rate of approximately 6.2%. At June 30, 2017, the Company had $20.9 million available for borrowing under the Facility.

Commitment fees of 0.50% per annum are payable on the portion of the Facility capacity not in use at any given time on the line of credit. Commitment fees are included as interest in the Condensed Consolidated Statements of Operations.

The Facility contains financial covenants defining various financial measures and levels of these measures with which the Company must comply. Covenant compliance is assessed as of each month end. Substantially all of the Company's assets are pledged as collateral to secure the credit facility.

~~The Facility's principal financial covenants included:~~

Consolidated Leverage Ratio – The Consolidated Leverage Ratio is defined as the outstanding indebtedness divided by Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or immediately prior to such date. Indebtedness is defined under the Facility for financial covenant purposes as: (a) all obligations of DXP for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments; (b) obligations to pay deferred purchase price of property or services; (c) capital lease obligations; (d) obligations under conditional sale or other title retention agreements relating to property purchased; and (e) contingent obligations for funded indebtedness. At June 30, 2017, the Company's Leverage Ratio was 3.16 to 1.00, but the Facility does not require compliance with a Consolidated Leverage Ratio from June 30, 2016 through March 31, 2018.

~~Consolidated Fixed Charge Coverage Ratio – The Consolidated Fixed Charge Coverage Ratio~~We believe this is ~~defined as~~adequate funding to support working capital needs within the ratio of (a) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending on such date minus capital expenditures during such period (excluding acquisitions) minus income tax expense paid minus the aggregate amount of restricted payments defined in the agreement to (b) the interest expense paid in cash, scheduled principal payments in respect of long-term debt and the current portion of capital lease obligations for such 12-month period, determined in each case on a consolidated basis for DXP and its subsidiaries. At June 30, 2017, the Company's Consolidated Fixed Charge Coverage Ratio was 0.88 to 1.00, but the Facility does not require compliance with a Consolidated Fixed Charge Coverage Ratio from June 30, 2016 through March 31, 2018.

Asset Coverage Ratio – The Facility requires that the Asset Coverage Ratio at any time be not less than 0.95 to 1.00 from June 30, 2016 and thereafter, with "Asset Coverage Ratio" defined as the ratio of (a) the sum of 85% of net accounts receivable plus 65% of net inventory to (b) the aggregate outstanding amount of the revolving credit on such date and excluding the Permitted Overadvance Facility. At June 30, 2017, the Company's Asset Coverage Ratio was 1.16 to 1.00.

Minimum Consolidated EBITDA– The Facility requires that the Company's Consolidated EBITDA for any twelve month period as of the last day of any calendar month ending during the periods specified below not be less than the corresponding amount set forth below:

Period Minimum Consolidated EBITDA
June 30, 2017 $ 36,210,000
July 31, 2017 $ 42,968,000
August 31, 2017 $ 42,411,000
September 30, 2017 $ 39,306,000
October 31, 2017 and thereafter $ 39,000,000

Consolidated EBITDA as defined under the Facility for financial covenant purpose means, without duplication, for any period the consolidated net income of DXP plus, to the extent deducted in calculating consolidated net income, depreciation, amortization (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), non-cash compensation including stock option or restricted stock expense, interest expense and income tax expense for taxes based on income, certain one-time costs associated with our acquisitions, integration costs, facility consolidation and closing costs, severance costs and expenses, write-down of cash expenses incurred in connection with the existing credit agreement and extraordinary losses less interest income and extraordinary gains.

~~The Company's Consolidated EBITDA for the twelve months ended June 30, 2017 was $69,991,000.~~

~~The following table sets forth the computation of the Consolidated Leverage Ratio as of June 30, 2017 (in thousands, except for ratios~~):

For the Twelve Months ended
June 30, 2017

Income before taxes $ 21,060
Before tax loss attributable to noncontrolling interest 1,024
Interest expense 15,849
Depreciation and amortization 28,721
Stock compensation expense 3,337
^(A) Defined EBITDA
$ 69,991

As of June 30, 2017

Total long-term debt, including current maturities $ 220,258
Unamortized debt issuance costs 744
^(B) Defined indebtedness
$ 221,002
Consolidated Leverage Ratio (B)/(A) 3.16

~~The following table sets forth the computation of the Consolidated Fixed Charge Coverage Ratio as of June 30, 2017 (in thousands, except for ratios~~):

For the Twelve Months ended
June 30, 2017

Defined EBITDA $ 69,991
Cash paid for income taxes 3,557
Capital expenditures 3,055
^(A) Defined EBITDA minus capital expenditures & cash income taxes
$ 63,379

Cash interest payments
$ 14,809
Dividends 91
Scheduled principal payments 56,954
^(B) Fixed charges
$ 71,854
Consolidated Fixed Charge Coverage Ratio (A)/(B) 0.88

The following table sets forth the computation of the Asset Coverage Ratio as of June 30, 2017 (in thousands, except for ratios):

Accounts receivable (net), valued at 85% of gross $ 136,596
Inventory, valued at 65% of gross 58,953
^(A)Aggregate outstanding
$ 195,549

Credit facility outstanding balance $ 162,600
Outstanding letters of credit 6,454
^(B)
$ 169,054
Asset Coverage Ratio (A)/(B) 1.16

~~Borrowings (in thousands):~~

June 30, 2017 December 31, 2016 Increase (Decrease)
Current maturities of long-term debt, less unamortized debt issuance costs ⁽²⁾
$ 217,974 $ 51,354 $ 166,620
Long-term debt 2,284 173,331 (171,047 )
Total long-term debt ⁽²⁾
$ 220,258 $ 224,685 $ (4,427 )
Amount available ⁽¹⁾
$ 20,946 $ 37,347 $ (16,401 )

⁽¹⁾ Represents the amount available to be borrowed at the indicated date under the Facility under the most restrictive covenant. The decrease in the amount available to be borrowed is primarily the result of the revolving line of credit reducing from $205 million at December 31, 2016, to $190 million at June 30, 2017.
⁽²⁾ All of our debt under the Facility has been characterized as current because the Facility matures on March 31, 2018.

~~Performance Metrics (in days):~~

Three Months Ended June 30,
Increase
2017 2016 (Decrease)

Days of sales outstanding 61.5 60.1 1.4
Inventory turns 8.0 7.5 0.5

Accounts receivable days of sales outstanding were 61.5 days at June 30, 2017 compared to 60.1 days at June 30, 2016. The 1.4 days increase was primarily due to June 2017 sales representing a larger percentage of sales for the 2017 quarter compared to the same for the 2016 quarter. Inventory turns were 8.0 times at June 30, 2017 compared to 7.5 times at June 30, 2016. The increase is primarily the result of low inventory turns in 2016 related to the 2016 organic sales decline, which resulted in 2016 sales decreasing faster than inventory decreased.business.

Funding Commitments

We intend to pursue additional acquisition targets, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be determined with certainty. We continue to expect to fund future acquisitions primarily with cash flows from operations and borrowings, including the undrawn portion of the credit facility or new debt issuances, but may also issue additional equity either directly or in connection with acquisitions. There can be no assurance that additional financing for acquisitions will be available at terms acceptable to us.

We believe our cash generated from ~~our~~ operations will meet our normal working capital needs during the next twelve months. ~~We expect~~However, we ~~will be in compliance with the financial covenants under the Facility through and including March 31, 2018. However, because the~~may require additional debt outside of our credit ~~facility matures on March 31, 2018, and we do not foresee the ability~~facilities or equity financing to ~~pay the credit facility with cash from our operations, we intend to seek alternative financing during the next nine months. This alternative financing could~~fund potential acquisitions. Such additional financings may include additional bank debt or the public or private sale of debt or equity securities. IfIn connection with any such financing, we may issue securities ~~as a way of obtaining such cash, the share issuance may~~that substantially dilute the interests of our shareholders. However, we may not be able to obtain alternative financing on attractive terms. Based upon discussions with investment bankers, DXP management believes that it is probable that DXP will have the ability to refinance the current debt before maturity. DXP's Board of Directors has approved a plan to refinance the credit facility. This plan to refinance could include institutional debt or equity, combined with an asset based revolving loan.

~~Sales~~

ABL Facility and Senior Secured Term Loan B

Asset-Based Loan Facility:

On August 29, 2017, DXP entered into a five year, $85 million Asset Based Loan and Security Agreement (the "ABL Revolver"). The ABL Revolver provides for asset-based revolving loans in an aggregate principal amount of ~~Common Stock~~up to $85.0 million, subject to increase in certain circumstances (the "ABL Loans"). The interest rate for the ABL Revolver was 3.8% at June 30, 2018 with a LIBOR component of 2.1%.

~~During September 2016,~~The unused line fee was 0.375% at June 30, 2018. As of June 30, 2018 there were no amounts of ABL Loans outstanding under the Company sold 238,858 shares of common stock at a weighted average price of $26.38 per share through a Form S-3 Registration Statement. Net proceeds were approximately $6.0 million and were used to pay down debt obligations.

~~On October 31, 2016, the Company closed on the sale of 2,484,000 shares of stock for total net proceeds of $46.2 million after expenses. These proceeds were used to pay down debt obligations.~~ABL Revolver.

The ~~Company has not made any sales~~Company's consolidated Fixed Charge Coverage Ratio was 3.33 to 1.00 as of ~~common stock~~June 30, 2018. DXP was in compliance with all such covenants that were in effect on such date under the ABL Revolver as of June 30, 2018.

Senior Secured Term Loan B:

On June 25, 2018, DXP entered into Amendment No.1 (the "Repricing Amendment") to the Term Loan Agreement for the six ~~months ended~~year Senior Secured Term Loan B (the "Term Loan B") with an original principal amount of $250 million which amortizes in equal quarterly installments of 0.25% with the balance payable in August 2023, when the facility matures. The Company entered into the amendment for purposes of reducing the applicable margin that is applied to determine the effective interest rate from time to time in effect under the Term Loan Agreement. Under the terms of the First Amendment the applicable margin that is applied under the Term Loan Agreement with respect to LIBOR based loans was reduced from LIBOR plus 5.5% to LIBOR plus 4.75%, and the applicable margin that is applied under the Term Loan Agreement with respect to "Base Rate Loans" was reduced from 4.5% to 3.75%.

The interest rate for the Term Loan B was 6.8% as of June 30, ~~2017.~~2018. At June 30, 2018, the aggregate principal amount of Term Loan B borrowings outstanding under the facility was $248.1 million.

As of June 30, 2018, the Company's consolidated Secured Leverage Ratio was 3.22 to 1.00. DXP was in compliance with all such covenants that were in effect on such date under the Term Loan B facility as of June 30, 2018

Borrowings (in thousands):

	June 30, 2018		December 31, 2017		Increase (Decrease)
Current maturities of long-term debt	$	3,394	$	3,381	$	13
Long-term debt less unamortized debt issuance costs and current maturities		237,875		238,643		(768	)
Total long-term debt	$	241,269	$	242,024	$	(755	)
Amount available ⁽¹⁾	$	79,980	$	82,007	$	(2,027	)
(1) Represents the amount available to be borrowed at the indicated date under the most restrictive covenant of the credit facility in effect at the indicated date.

Performance Metrics (in days):

	Six Months Ended June 30,
					Increase
	2018		2017		(Decrease)

Days of sales outstanding	57.4	61.5		(4.1)
Inventory turns	8.2	8.0		0.2

Accounts receivable days of sales outstanding were 57.4 days at June 30, 2018 compared to 61.5 days at June 30, 2017. The 4.1 days decrease was primarily due to more timely payment times in connection with an improved economy. Inventory turns were consistent between the two periods.

~~Acquisitions~~

All of the Company's acquisitions have been accounted for using the purchase method of accounting. Revenues and expenses of the acquired businesses have been included in the accompanying Condensed Consolidated Financial Statements beginning on their respective dates of acquisition. The allocation of purchase price to the acquired assets and liabilities is based on estimates of fair market value.

DISCUSSION OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES

Critical accounting and business policies are those that are both most important to the portrayal of a company's financial position and results of operations, and require management's subjective or complex judgments. These policies have been discussed with the Audit Committee of the Board of Directors of DXP.

The Company's condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The accompanying Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries and its variable interest entity ("VIE"). The accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements have been prepared on substantially the same basis as our annual ~~consolidated financial statements~~Consolidated Financial Statements and should be read in conjunction with our annual report on Form 10-K for the year ended December 31, ~~2016.~~2017. For a more complete discussion of our significant accounting policies and business practices, refer to the consolidated annual report on Form 10-K filed with the Securities and Exchange Commission on March ~~31, 2017.~~28, 2018. The results of operations for the ~~three and~~ six months ended June 30, ~~2017~~2018 are not necessarily indicative of results expected for the full fiscal year.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 43 to the Condensed Consolidated Financial Statements for information regarding recent accounting pronouncements.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our market risk results from volatility in interest rates. Our exposure to interest rate risk relates primarily to our debt portfolio. Using floating interest rate debt outstanding at June 30, ~~2017~~2018 and ~~2016,~~2017, a 100 basis point change in interest rates would result in approximately a ~~$2.2~~$2.5 million and a ~~$3.5~~$2.2 million change in annual interest expense, respectively. ~~The decrease from 2016 is primarily the result of paying down debt during 2016 and 2017.~~

ITEM 4: CONTROLS AND PROCEDURES.

~~We have established disclosure controls~~The Company's management is responsible for establishing and ~~procedures that are~~maintaining adequate internal control over financial reporting. Our internal control system was designed to ~~ensure~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material ~~information relating~~misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to ~~us, including our consolidated subsidiaries, is made known~~design into the process safeguards to ~~our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer)~~reduce, though not eliminate, this risk.

Management has used the 2013 framework set forth in the report entitled "Internal Control – Integrated Framework" published by ~~others within our organization~~the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation ofevaluate the effectiveness of ~~our disclosure controls and procedures as of June 30, 2017. Based on this evaluation, as a result of~~ the ~~material weakness in our~~Company's internal control over financial reporting. Management had previously concluded that the Company's internal control over financial reporting ~~described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were~~was not effective due to material weaknesses in internal control over financial reporting as ~~of June 30, 2017.~~further discussed below. Management's remediation plans are also discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

We had material weaknesses in our control environment and monitoring to support the financial reporting process.

The Company's control environment did not ~~design and maintain~~sufficiently promote effective internal control over financial reporting; specifically, the ~~accounting for income taxes, including~~following factors relating to the timely preparation of the income tax provision and schedules supporting the related tax assets and liabilities. Specifically, management did not design and maintain controls with a level of precision that would allow for an effective review to identify a material misstatement. We did not maintain effective management review controls over the monitoring and review of certain accounts, thus we were not able to properly conclude these account reconciliations and analyses were performed at an appropriate level of detail. We did not design and maintain effective controls to provide reasonable assurance over the accuracy and completeness relating to:control environment:

·	~~Maintaining adequate documentation to support proper revenue recognition;~~Management did not maintain effective management review controls over the monitoring and review of certain accounts.

·	~~Capturing~~Management did not effectively design, document nor monitor (review, evaluate and assess) the key internal control activities that provide the accounting ~~for all fixed price contracts;~~information contained in the Company's consolidated financial statements.

·	~~Obtaining proper approvals for contract change orders;~~

·	~~Documenting approval of management bonuses in a timely manner;~~

·	~~Improperly recording proceeds from property and equipment disposals to cost of sales;~~

·	~~Improper recording of valuation accounts in purchase accounting;~~

·	~~Obtaining proper approvals for freight invoices;~~

·	~~Accounting for fully amortized intangible assets;~~

·	~~Improperly recording operating leases on a method other than straight line recognition; and~~

·	~~Improper access to payroll records.~~

We had material weaknesses related to information technology general controls ("ITGC"). We did not maintain effective ITGC, which are required to support automated controls and information technology ("IT") functionality; therefore, automated controls and IT functionality were ineffective.

We had material weaknesses related to internal control activities to support the financial reporting process and failure to maintain adequate evidence of control operations. We did not effectively design, document nor monitor (review, evaluate and assess) the risks associated with the key internal control activities that provide the accounting information contained in our financial statements.

2322

Remediation Plans

~~Beginning in~~During the ~~fourth~~second quarter of ~~2016, as part of~~2018, we engaged third party consultants to assist us with our ~~routine~~ efforts to design and maintain adequate and effective internal ~~control~~controls over financial reporting, ~~we initiated and are continuing~~ to implement measures designed to improve our financial closing process and enhance certain internal controls, processes and procedures. As indicated below, a number of these initiatives relate directly to strengthening our control over accounting for income taxes and address specific control deficiencies which contributed to the material weaknesses as discussed above. As a result of these efforts, the Company believes it has made progress as of June 30, 2017 toward remediating the underlying causes of the material weaknesses.procedures, including ITGC. Specifically, the Company ~~has undertaken~~will undertake the following steps to remediate the deficiencies underlying these material weaknesses:

·	~~We augmented our tax accounting resources by engaging third party professionals and hiring an experienced tax director to strengthen tax accounting review procedures in the United States and Canada.~~

·	~~We developed and implemented enhanced policies and procedures relating to tax account reconciliations and analysis.~~

·	~~We are implementing close procedures at interim periods to allow for more timely and increased oversight by our management of the calculation and reporting of certain tax balances.~~

·	~~We are reassessing the design of our tax review controls to identify areas where enhanced precision will help detect and prevent material misstatements.~~

In connection with the remediation of the material weakness in our control activities, we ~~are enhancing~~will enhance our policies relating to the design, documentation, review, monitoring and approval of ~~account reconciliations.~~management review controls and other key internal control activities that provide the accounting information contained in our consolidated financial statements.

·	To enhance our information technology controls, we ~~are implementing~~will implement systems and processes in order to create an effective segregation of duties, restrict user access to applications and improve output controls.

·	We are implementing procedures to enhance the level of communication and understanding of our accounting and internal control policies and procedures in an effort to remediate the material weakness in our monitoring efforts.

We are committed to maintaining a strong internal control environment, and believe that these remediation efforts represent significant improvements in our control environment. The identified material weaknesses in internal control will not be considered fully remediated until the internal controls over these areas have been in operation for a sufficient period of time for our management to test and conclude that the material weakness has been fully remediated. The Company will continue its efforts to implement and test the new controls in order to make this final determination.

Changes in Internal Control over Financial Reporting

Except as described above, there are no changes in our internal control over financial reporting that occurred during the three months ended June 30, ~~2017~~2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM 1A. RISK FACTORS.

No material changes have occurred from risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

3.1	Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 4.1 to the ~~Registrant's~~Company's Registration Statement on Form S-8 (Reg. No. 333-61953), filed with the Commission on August 20, 1998).

3.2	Bylaws, ~~(incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement~~as amended on ~~Form S-4 (Reg. No. 333-10021), filed with the Commission on August 12, 1996).~~July 27, 2011.

~~3.3~~* 10.1

First Amendment ~~No. 1~~ to ~~Bylaws (incorporated by reference to Exhibit A to the Registrant's Current Report on Form 8-K, filed with the Commission on July 28, 2011 (file no. 000-71513)).~~Loan Agreement, effective June 25, 2018.

* 31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended.

* 31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended.

* 32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* 32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Interactive Data Files

Exhibits designated by the symbol * are filed or furnished with this Quarterly Report on Form 10-Q. All exhibits not so designated are incorporated by reference to a prior filing with the Commission as indicated.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DXP ENTERPRISES, INC.

(Registrant)

By: /s/ Kent Yee

Kent Yee

Senior Vice President and Chief Financial Officer

(Duly Authorized Signatory and Principal Financial Officer)

Dated: ~~July 27, 2017~~August 08, 2018


	June 30, 2017			December 31, 2016

Land	$	2,346		$	2,346
Buildings and leasehold improvements		16,463			16,259
Furniture, fixtures and equipment		95,065			94,784
Less – Accumulated depreciation		(57,264	)		(52,582	)
Total property and equipment, net	$	56,610		$	60,807

	June 30, 2017			December 31, 2016

Line of credit	$	162,600		$	147,600
Term loan		55,250			74,500
Promissory note payable in monthly installments at 2.9% through January 2021, collateralized by equipment		3,152			3,577
Less unamortized debt issuance costs		(744	)		(992	)
		220,258			224,685
Less: Current portion		(217,974	)		(51,354	)
Long-term debt less current maturities	$	2,284		$	173,331

	For the Six Months Ended June 30,
	2017								2016
	SC		IPS		SCS		Total		SC		IPS		SCS		Total
Sales	$	313,461	$	93,528	$	82,236	$	489,225	$	329,334	$	101,784	$	78,658	$	509,776
Amortization		4,477		3,588		542		8,607		4,579		3,917		542		9,038
Income from operations		27,281		1,676		7,234		36,191		17,555		1,876		7,140		26,571
Income from operations, excluding amortization	$	31,758	$	5,264	$	7,776	$	44,798	$	22,134	$	5,793	$	7,682	$	35,609

Period	Minimum Consolidated EBITDA
June 30, 2017	$	36,210,000
July 31, 2017	$	42,968,000
August 31, 2017	$	42,411,000
September 30, 2017	$	39,306,000
October 31, 2017 and thereafter	$	39,000,000

For the Twelve Months ended June 30, 2017

Income before taxes	$	21,060
Before tax loss attributable to noncontrolling interest		1,024
Interest expense		15,849
Depreciation and amortization		28,721
Stock compensation expense		3,337
^(A) Defined EBITDA	$	69,991
As of June 30, 2017
Total long-term debt, including current maturities	$	220,258
Unamortized debt issuance costs		744
^(B) Defined indebtedness	$	221,002
Consolidated Leverage Ratio (B)/(A)		3.16

For the Twelve Months ended June 30, 2017

Defined EBITDA	$	69,991
Cash paid for income taxes		3,557
Capital expenditures		3,055
^(A) Defined EBITDA minus capital expenditures & cash income taxes	$	63,379
Cash interest payments	$	14,809
Dividends		91
Scheduled principal payments		56,954
^(B) Fixed charges	$	71,854
Consolidated Fixed Charge Coverage Ratio (A)/(B)		0.88

The following table sets forth the computation of the Asset Coverage Ratio as of June 30, 2017 (in thousands, except for ratios):
Accounts receivable (net), valued at 85% of gross	$	136,596
Inventory, valued at 65% of gross		58,953
^(A)Aggregate outstanding	$	195,549

Credit facility outstanding balance	$	162,600
Outstanding letters of credit		6,454
^(B)	$	169,054
Asset Coverage Ratio (A)/(B)		1.16

(in thousands, unaudited)

Fair Value at June 30, 2018

Valuation Technique

Significant Unobservable
Inputs

Contingent consideration:
(ASI acquisition)

Discounted cash flow

Annualized EBITDA and probability of achievement