DXP ENTERPRISES INC

NOTE 12 -BUSINESS ACQUISITIONS

The Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its estimate of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments.

During the first quarter of 2025, the Company acquiredone business for a total of $12.9 million. We acquired this company to expand our platforms and to maintain our leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the three months ended March 31, 2025 is presented as follows (in thousands):

The total purchase consideration related to our acquisition during the period consisted of cash consideration. The total cash and cash equivalents acquired for this acquisition was $0.1 million. Transaction-related costs included within selling, general, and administrative expenses in the consolidated statements of operations was $0.3 million for the three months ended March 31, 2025.

The goodwill total of approximately $6.5 million assigned to our SC segment was primarily attributable to expected synergies and the assembled workforce of the entity. The total amount of goodwill expected to be deductible for tax purposes is $6.5 million.

The acquisition's operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the three months ended March 31, 2025. Pro forma results of operations information have not been presented, as the effects of the acquisitions were not material to our financial results.

Of the $3.3 million of acquired intangible assets, $0.2 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, and $3.1 million was assigned to customer relationships and will be amortized over a period of 8 years.

NOTE 13 -SHARE REPURCHASES

On December 15, 2022, the Company announced a new Share Repurchase Program pursuant to which it may repurchase up to $85.0 million worth, or 2.8 million shares, of the Company's outstanding common stock over the next 24 months from the date of the announcement. The Company completed the program in August 2024.

On August 28, 2024, the Company announced a new Share Repurchase Program pursuant to which we may repurchase up to $85.0 million worth, or 2.5 million shares of the Company's outstanding common stock over the next 24 months.

Total consideration paid to repurchase the shares was recorded in shareholders’ equity as treasury stock.

The following table represents total number of shares purchased, the amount paid, and the average price paid per share under share repurchase programs authorized by our Board of Directors: