UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
Commission file number
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
The following information is furnished pursuant to Regulation FD.
On August 16, 2021, DXP Enterprises, Inc. (the “Company”), issued a press release announcing preliminary financial results (unreviewed) for the second quarter ended June 30, 2021. The Company will not host a conference call regarding the second quarter ended June 30, 2021 results.
The Company also announced that during the review of the Form 10-Q for the second quarter ended June 30, 2021 (the “Form 10-Q”), the Company determined it had aged un-vouchered purchase orders included in trade accounts payable. After lengthy investigation and research, the Company concluded that these balances were not valid obligations to vendors and will never be invoiced or paid. Some of the balances in this account are more than three years old and are beyond a reasonable expectation they will be settled and are not considered legal obligations of the Company. The Company continues to review the impact of these items on prior periods and intends to adjust prior year balances to reflect the immaterial changes. For the consolidated balance sheets, the Company expects to reduce trade accounts payable by an estimated $8 million - $12 million and increase retained earnings by a corresponding amount less the impacts associated with taxes. In addition, the Company expects to reduce the cost of sales in the consolidated statement of operations and reflect the associated impacts to the provision for income taxes for the comparative periods presented.
For more information please see the press release. The Company has determined that it is not able to file its Form 10-Q within the prescribed time period without unreasonable effort or expense for the reasons described above. The Company intends to file the Form 10-Q with the Securities and Exchange Commission on or before September 15, 2021.
A copy of the release is furnished herewith as Exhibit 99.1, and incorporated herein by reference. Such exhibit and the information provided above (i) is furnished pursuant to Item 2.02 of Form 8-K, (ii) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit | Description | |
| Exhibit 99.1 | Press Release dated August 16, 2021 announcing the earnings results for the second quarter ended June 30, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DXP ENTERPRISES, INC. | ||||||
| August 16, 2021 | By: | /s/ Kent Yee | ||||
| Kent Yee | ||||||
| Senior Vice President/Finance and Chief Financial Officer | ||||||
| By: | /s/ Gene Padgett | |||||
| Gene Padgett | ||||||
| Senior Vice President/Chief Accounting Officer | ||||||