0001140361-16-075609.txt : 20160810 0001140361-16-075609.hdr.sgml : 20160810 20160810125246 ACCESSION NUMBER: 0001140361-16-075609 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160810 DATE AS OF CHANGE: 20160810 EFFECTIVENESS DATE: 20160810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DXP ENTERPRISES INC CENTRAL INDEX KEY: 0001020710 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 760509661 STATE OF INCORPORATION: TX FISCAL YEAR END: 0727 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21513 FILM NUMBER: 161820758 BUSINESS ADDRESS: STREET 1: 7272 PINEMONT DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139964700 MAIL ADDRESS: STREET 1: 7272 PINEMONT DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: INDEX INC DATE OF NAME CHANGE: 19960808 NT 10-Q 1 formnt10q.htm DXP ENTERPRISES, INC. NT 10-Q 6-30-2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

FORM 12b-25
 
SEC File Number:
CUSIP Number:

NOTIFICATION OF LATE FILING

(Check One):    ☐ Form 10-K  ☐ Form 11-K  ☐ Form 20-F  ☒ Form 10-Q  ☐ Form N-SAR  ☐ Form N-CSR

For Period Ended: June 30, 2016

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR

For the Transition Period Ended: _________________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART 1 – REGISTRANT INFORMATION

DXP Enterprises, Inc.
  
Full Name of Registrant
  
   
N.A.
  
Former Name if Applicable
  
   
7272 Pinemont Drive
  
Address of Principal Executive Office (Street and Number)
   
Houston, TX 77040
  
City, State and Zip Code
  

PART II

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check boxes if appropriate)
 
 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
☒
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable
 
PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-SR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As of March 31, 2016, DXP Enterprises, Inc. (“the Company”) was in compliance with all covenants under its credit facility (“the Facility”). The Company is presently seeking an amendment of the Facility for certain covenants, including its Consolidated Leverage Ratio, Consolidated Fixed Charge Ratio, and the Asset Coverage Ratio, for certain periods beginning on or after June 30, 2016, the result of which could have a significant impact on our financial position and disclosure. The Company currently anticipates obtaining such amendment on or before August 15, 2016. Therefore, the Company was unable to file its Quarterly Report on Form 10-Q (including its financial statements) in a timely manner without unreasonable effort and expense.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
 
Mac McConnell
  
713
  
996-4897
(Name)
  
(Area Code)
  
(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).    Yes ☒   No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes ☒   No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Sales for the three months ended June 30, 2016 decreased approximately $67.5 million, or approximately 20.8%, to approximately $256.2 million from $323.7 million for the prior year’s corresponding period. Operating income for the three months ended June 30, 2016 decreased from $14.0 million in the second quarter of 2015 to $8.8 million for the second quarter of 2016. The decrease is primarily the result of a decline in spending by oil and gas producers and related businesses stemming from a decline in the price of oil and gas.

Sales for the six months ended June 30, 2016 decreased approximately $155.5 million, or 23.4%, to approximately $509.8 from $665.3 for the prior corresponding period. Operating income for the six months ended June 30, 2016 decreased approximately $25.2 million, or 78.7%, to $6.8 million from $32.1 million in the prior corresponding period. The decrease is primarily the result of a decline in spending by oil and gas producers and related businesses stemming from a decline in the price of oil and gas.
 
DXP ENTERPRISES, INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
August 10, 2016
  
By:
/s/Mac McConnell
       
Mac McConnell
       
Senior Vice President & CFO