RESTATEMENT | RESTATEMENT The Company has restated its consolidated balance sheet at December 31, 2020 and 2019, and consolidated statements of earnings, cash flows, and comprehensive income and retained earnings for the years ended December 31, 2020, 2019 and 2018. The restatement also affected periods prior to 2018. The impact of the restatement on such prior periods was reflected as an adjustment to retained earnings as of January 1, 2018. In addition, the restatement impacts the first, second and third quarters of 2020. The restated amounts for these quarters and the comparable interim periods in 2019 and 2018 are presented in “Note 23. Selected Quarterly Financial Data (Unaudited),” below. The restatement corrects errors resulting from the failure to timely clear aged payables resulting from the Company's three-way match process discrepancies and the recognition of true-up consideration in business combination accounting, as well as, certain additional errors that the Company has determined to be immaterial, both individually and in aggregate. Set forth below are the restatement adjustments included in the restatement of the previously issued financial statements for the years ended December 31, 2020, 2019 and 2018, each of which is an “error” within the meaning of ASC Topic 250: Accounting Changes and Error Corrections The following table presents the impact of the restatement adjustments described below on net income and comprehensive income for the years ended December 31, 2020, 2019 and 2018 and retained earnings as of January 1, 2018: Retained Earnings Year Ended December 31, as of 2020 2019 2018 Jan.1, 2018 As reported Net Income (As reported) $ (29,074) $ 35,775 $ 35,521 $ 134,193 Unvouchered Purchase Orders (1,874) 3,737 2,411 7,818 Landed cost inventory adjustment (1,366) 623 525 218 Obsolete inventory reserve adjustments 1,160 (1,160) — — Direct shipment cut off adjustment 7 (635) 699 390 Cut-off for credit card payment accruals 581 (581) — — Sales tax payable accruals 694 (694) — — Provision for income taxes 255 (300) (922) (2,145) Net Net Income (Restated) $ (29,617) $ 36,765 $ 38,234 $ 140,474 Cumulative translation adjustment, net of taxes 1,941 (687) 224 Comprehensive income (loss) as restated $ (27,676) $ 36,078 $ 38,458 Adjustments to Net Sales and Related Adjustments to Cost of Products Sold Unvouchered Purchase Orders The Company determined it had aged unvouchered purchase orders included in trade accounts payable. After lengthy investigation and research, DXP determined that these balances were not valid legal obligations to vendors and will not be invoiced or paid. As a result, the Company wrote off the aged balances that no longer represented legal obligations, resulting in a net reduction in accounts payable. Landed cost inventory adjustment The Company determined that cost mark-ups for landed costs for certain inventory items related to our private label pumps had not been properly relieved upon the sale of these items. Slow moving and obsolete inventory reserve The Company determined it had not appropriately adjusted its inventory reserve on an item-by-item basis for items that moved from obsolete to slow moving or vice versa. Direct shipment cut off adjustment Direct shipment orders placed near period end may not be properly reflected in the correct period. The Company adjusted sales and cost of goods sold for items recorded in the incorrect period, as well as accounts receivable and payable. Other Adjustments to Earnings from Continuing Operations Before Non-Controlling Interest and Income Taxes Cut-off for credit card payment accruals In January 2020, the Company recorded its monthly payment for its P-Card credit card program, however, the charges were incurred in December 2019. This adjustment reflects the accrual in the correct period, resulting in a shift in other current liabilities between periods. Sales tax payable accruals The Company increased other current liabilities for its accrual for state sales tax obligations stemming from open audits. Adjustments to Provision for Income Taxes The adjustments reflected for the provision for income taxes are the tax consequences of the above listed corrections. Balance sheet adjustments related to purchase accounting and consolidation On December 31, 2020, DXP closed on the acquisition of four businesses. The owners of two of the targets were eligible for true-up consideration based upon the closing financial results of calendar year 2020. This true-up consideration was paid in July 2021; however, the amount of true-up consideration was deemed to have been accrued as of the closing of the acquisitions. Therefore, this adjustment resulted in an accrual for the true-up consideration and an increase in goodwill of $13.4 million. As described above, the unvouchered purchase order discrepancies resulted in a reduction of accounts payable in the amount of $10.2 million as of December 31, 2018, a further reduction of $13.9 million as of December 31, 2019 and a net decrease of $12.2 million as of December 31, 2020. During the consolidation of the four acquisitions closed on December 31, 2020, the Company improperly reflected the cash on hand at the targets as an increase in cumulative translation adjustment and other comprehensive income for approximately $2 million. This reclassification adjustment properly records the increase in cash and cash equivalents upon closing. In addition, cumulative translation adjustment was also reduced by $1.8 million as the a result of a reclassification associated with trade accounts receivable. The following table presents the impact of the restatement adjustments on the Company’s previously reported 2020, 2019 and 2018 results on a condensed basis: For the Year Ended December 31, 2020 2019 2018 As Reported As Restated As Reported As Restated As Reported As Restated STATEMENT(S) OF INCOME Sales $ 1,005,266 $ 1,005,266 $ 1,267,189 $ 1,264,851 $ 1,216,197 $ 1,218,709 Cost of sales 725,997 728,070 919,965 915,062 883,989 882,866 Gross profit 279,269 277,196 347,224 349,789 332,208 335,843 Selling, general and administrative costs 246,256 244,981 281,102 282,377 263,757 263,757 Income (loss) before income taxes (47,515) (48,313) 46,669 47,959 48,706 52,341 Provision (benefit) for income taxes (18,441) (18,696) 10,894 11,194 13,185 14,107 Net (loss) income attributable to common shareholders $ (28,816) $ (29,359) $ 35,945 $ 36,935 $ 35,542 $ 38,255 Basic earnings (loss) per share $ (1.62) $ (1.65) $ 2.04 $ 2.10 $ 2.02 $ 2.18 Diluted earnings (loss) per share $ (1.62) $ (1.65) $ 1.96 $ 2.01 $ 1.94 $ 2.08 As of December 31, 2020 2019 2018 As Reported As Restated As Reported As Restated As Reported As Restated BALANCE SHEET: Cash and cash equivalents $ 117,444 $ 119,419 $ 54,327 $ 54,327 $ 40,519 $ 40,519 Accounts Receivable 163,429 166,941 187,116 188,774 191,829 195,825 Inventory 97,071 97,071 129,364 129,570 114,830 115,573 Federal income taxes receivable 5,632 2,987 996 — 960 — Goodwill 248,339 261,767 194,052 194,052 194,052 194,052 Total Assets 851,861 868,131 788,220 789,088 699,962 703,741 Accounts Payable 75,744 64,849 76,438 63,676 87,407 80,085 Other current liabilities 20,834 34,729 12,939 14,754 17,269 17,774 Federal income taxes payable — — — 2,101 — 1,602 Deferred Taxes 1,777 1,777 9,872 9,602 8,633 8,633 Total Liabilities $ 503,995 $ 506,995 $ 443,272 $ 434,156 $ 391,708 $ 386,493 Accumulated Other Comprehensive Income (21,842) (18,013) (19,954) (19,954) (19,267) (19,267) Retained Earnings 176,637 186,078 205,680 215,664 169,735 178,729 Equity 347,866 361,136 344,948 354,932 308,254 317,248 Total Liabilities & Equity $ 851,861 $ 868,131 $ 788,220 $ 789,088 $ 699,962 $ 703,741 Years ended December 31, 2020 2019 2018 As Reported As Restated As Reported As Restated As Reported As Restated CONSOLIDATED STATEMENTS OF CASH FLOWS: CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (29,074) $ (29,617) $ 35,775 $ 36,765 $ 35,521 $ 38,234 Reconciliation of net income (loss) to net cash provided by operating activities: Deferred income taxes (14,771) (14,732) 1,110 840 $ 1,004 $ 1,004 Changes in operating assets and liabilities Trade accounts receivable 42,909 44,884 5,560 7,898 (22,487) (24,999) Inventories 22,208 22,414 (14,447) (13,910) (20,838) (21,363) Prepaid expenses and other assets 13,053 13,782 5,110 5,110 188 187 Accounts payable and accrued expenses (14,897) (15,345) (15,408) (19,003) 7,093 7,418 Other long-term liabilities (8,870) (8,853) (6,718) (6,718) 2,610 2,610 Net cash provided by operating activities $ 107,675 $ 109,650 $ 41,306 $ 41,306 $ 35,840 35,840 |