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LONG-TERM DEBT | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consisted of the following (in thousands):
| June 30, 2025 |  | December 31, 2024
ABL Revolver | $ | — |  |  |  |  | $ | — |  |  |
Amended Senior Secured Term Loan B due October 13, 2030(1) | 644,629 |  |  |  |  | 647,876 |  |  |
Promissory Note due November 1, 2029 | 1,000 |  |  |  |  | 1,000 |  |  |
Total debt | 645,629 |  |  |  |  | 648,876 |  |  |
Less: current maturities | (6,595) |  |  |  |  | (6,595) |  |  |
Total long-term debt | $ | 639,034 |  |  |  |  | $ | 642,281 |  |  |
Unamortized discount and debt issuance costs | 18,795 |  |  |  |  | 20,597 |  |  |
Long-term debt, net of unamortized discount and debt issuance costs | $ | 620,239 |  |  |  |  | $ | 621,684 |  |  |
(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $643.8 million and $657.6 million as of June 30, 2025 and December 31, 2024, respectively. |  |
Senior Secured Term Loan B: On October 3, 2024, the Company entered into an amendment on its existing Senior Secured Term Loan B (the “Term Loan Amendment”), which provides for, among other things, an additional $105.0 million in new incremental commitments. The Term Loan Amendment refinanced the existing Senior Term Loan B and replaced it with an Amended Senior Secured Term Loan B with total borrowings of $649.5 million. The Senior Secured Term Loan B amortizes in equal quarterly installments of 0.25 percent, with the remaining balance being payable on October 13, 2030, when the facility matures. As of June 30, 2025 there was $644.6 million outstanding under the Amended Senior Secured Term Loan B. Interest rate The interest rate for the Amended Senior Secured Term Loan B was 8.08 percent and 8.32 percent as of June 30, 2025 and December 31, 2024, respectively. Facility Size Increases The Senior Secured Term Loan B allows for incremental increases in facility size up to an aggregate of $100 million. Prepayments We are required to repay the Senior Secured Term Loan B with the proceeds from certain asset sales, certain debt issuances, and certain insurance proceeds. In addition, on an annual basis, we are required to repay an amount equal to 50 percent of excess cash flow, as defined in the Senior Secured Term Loan B, reducing to 25 percent if our Total Leverage Ratio is less than or equal to 3.00 to 1.00. No payment of excess cash flow is required if the Total Leverage Ratio is less than or equal to 2.50 to 1.00. Restrictive Covenants The Company’s primary financial covenant under the Term Loan B is a Secured Leverage Ratio. The Term Loan B Agreement requires that the Company’s Secured Leverage Ratio as of June 30, 2025 to be less than 5.50 to 1.00. As of June 30, 2025, the Company’s Secured Leverage Ratio was 2.41 to 1.00. ABL Revolver: On July 19, 2022, the Company entered into an Amended and Restated Loan and Security Agreement (the “ABL Credit Agreement”) that provided for a $135.0 million asset-backed revolving line of credit (the "ABL Revolver"). Subject to the conditions set forth in the ABL Credit Agreement, the ABL Revolver may be increased in increments of $10.0 million up to an aggregate of $50.0 million. The ABL Revolver matures on July 19, 2027. Interest accrues on outstanding borrowings at a rate equal to SOFR plus a margin ranging from 1.25 percent to 1.75 percent per annum, or at an alternate base rate, Canadian prime rate or Canadian base rate plus a margin ranging from 0.25 percent to 0.75 percent per annum, in each case, based upon the average daily excess availability under the ABL Revolver for the most recently completed calendar quarter. Fees payable on the unused portion of the facility range from 0.25 percent to 0.375 percent per annum. At June 30, 2025 the unused line fee was 0.375 percent and there were no amounts outstanding under the ABL Revolver. On July 1, 2025 the Company entered into an Increase Agreement (the “Increase Agreement”) that provided for a $185.0 million asset-backed revolving line of credit (the "ABL Revolver"). Please refer to Note. 17 - Subsequent Events for additional discussion. Guarantees Each of our current and future wholly owned material U.S. subsidiaries and DXP Enterprises, Inc. guarantees the obligations of our borrower under the ABL Revolver. Additionally, each of our Canadian subsidiaries guarantees the obligations of our Canadian borrower subsidiaries under the ABL Revolver. Security Obligations under the U.S. Borrowing Base are primarily secured, subject to certain exceptions, by a first-priority secure interest in the accounts receivable, inventory and related assets of our wholly owned, material U.S. subsidiaries. The security interest in accounts receivable, inventory, and related assets of the U.S. borrower subsidiaries ranks prior to the security interest in this collateral which secures the Term Loan B. The obligations under the Canadian Borrowing Base are primarily secured, subject to certain exceptions, by a first-priority secure interest in the accounts receivable, inventory and related assets of our wholly owned, material Canadian subsidiaries and our wholly owned material U.S. subsidiaries. Excess Availability The borrowing availability under our credit facility was $106.3 million and $125.6 million at June 30, 2025 and December 31, 2024, respectively. Interest rate The interest rate for the ABL Revolver was 7.75 percent and 7.75 percent as of June 30, 2025 and December 31, 2024, respectively. Facility Size Increases The ABL Credit Agreement allows for incremental increases in facility size up to an aggregate of $50 million. Financial Covenant The Company's principal financial covenant under the ABL Credit Agreement include a Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio under the ABL Credit Agreement is defined as the ratio for the most recently completed four-fiscal quarter period, of (a) EBITDA minus capital expenditures (excluding those financed or funded with debt (other than the ABL Loans), (ii) the portion thereof funded with the net proceeds from asset dispositions of equipment or real property which the Company is permitted to reinvest pursuant to the Term Loan and the portion thereof funded with the net proceeds of casualty insurance or condemnation awards in respect of any equipment and real estate which DXP is not required to use to prepay the ABL Loans pursuant to the Term Loan B Agreement or with the proceeds of casualty insurance or condemnation awards in respect of any other property) minus cash taxes paid (net of cash tax refunds received during such period), to (b) fixed charges. The Company is restricted from allowing its fixed charge coverage ratio be less than 1.00 to 1.00 during a compliance period, which is triggered when the availability under the ABL Revolver falls below a threshold set forth in the ABL Credit Agreement. As of June 30, 2025, the Company's Fixed Charge Coverage Ratio was 2.02 to 1.00. The Company was in compliance with all financial covenants as of June 30, 2025. As of June 30, 2025, the maturities of long-term debt for the next five years and thereafter were as follows (in thousands):
|  | Amount
2025 |  | $ | 3,348 |
2026 |  | 6,595 |
2027 |  | 6,595 |
2028 |  | 6,595 |
2029 |  | 7,095 |
Thereafter |  | 615,401 |
Total |  | $ | 645,629 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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