FORM 12b-25

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

 

Part I - 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 - Rules 12b-25(b) and (c)

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 box if appropriate.)

Part III - Narrative

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

DXP’s director of tax resigned at the end of 2016. His departure combined with an effort to expand and enhance our controls, procedures and documentation related to income taxes resulted in a delay in the completion of the tax provision for the year ended December 31, 2016. As a result, the Company is unable to file its Annual Report on Form 10-K (including its financial statements) for the year ended December 31, 2016 (the “Form 10-K”) in a timely manner without unreasonable effort and expense. The Company expects to be able to file the Form 10-K for the year ended December 31, 2016 within the allotted extension time.

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?

   Yes

   √

   No

   If answer is no, identify report(s).

    

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.

   The Company presently expects that the results of operations to be included in the Form 10-K will reflect significant changes in operations from the prior year consistent with the comparative results of operations disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 (the “Form 10-Q”). The Company currently anticipates that its financial statements to be included in its Form 10-K will report percentage declines in sales, gross profit and operating income, excluding 2015 impairment expense of $68.7 million, materially consistent with the percentage declines reported in our Form 10-Q for the nine months ended September 30, 2016 compared to the same period in 2015. The Company expects operating income for the year ended December 31, 2016 to be in the range of $16 million to $19 million.