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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

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)

 

 

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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

 

(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.

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(Name of Registrant as Specified in Charter)

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

 

 

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