UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 






Commission File Number: 001-36610

 

(Check one):

 

x  Form 10-K

o  Form 20-F

o  Form 11-K

o  Form 10-Q

o  Form 10-D

 

 

o  Form N-SAR

o  Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

January 31, 2017

 

 

o   Transition Report on Form 10-K

 

 

 

 

o   Transition Report on Form 20-F

 

 

 

 

o   Transition Report on Form 11-K

 

 

 

 

o   Transition Report on Form 10-Q

 

 

 

 

o   Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
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 I — REGISTRANT INFORMATION

 

KLX Inc.

Full Name of Registrant

 

 

Former Name if Applicable

 

1300 Corporate Center Way

Address of Principal Executive Office (Street and Number)

 

Wellington, Florida 33414-2105

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)

 

x

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

(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

o

(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 - CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

KLX Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended January 31, 2017 (“Fiscal 2016”) within the prescribed time period without unreasonable effort or expense because the Company is still completing certain analyses and providing supporting documentation requested by its auditors in connection with its audit for the fiscal year ended January 31, 2017.  The Company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25.

 

Although the Company’s analysis is still ongoing, the Company expects it will report that it had a material weakness in its internal controls associated with revenues related to a claim on a single end of program / end of life long-term contract , which expired on December 31, 2016 and which has now been replaced by a new long-term contract . There is no impact on the Company’s cash balances. The Company expects the receivables associated with this single end of contract claim to be recognized as revenue during 2017.

 

Primarily due to the issue described above, the Company expects it will report quarterly adjustments to revenues, earnings, receivables and inventory as well as adjustments to its full year results as compared to its March 7, 2017 news release.  At this time, management believes that any such adjustments will be immaterial both individually, and in the aggregate.

 



 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Michael F. Senft

 

(561)

 

383-5100

 

(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).

 

 

 

 

 

 

 

x  Yes     o  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?

 

 

 

 

 

 

 

o  Yes     x  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.

 

KLX Inc.


(Name of Registrant as Specified in Charter)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

April 4, 2017

 

By

/s/ Michael F. Senft

 

 

 

 

Name: Michael F. Senft

 

 

 

 

Title: Vice President, Chief Financial Officer and Treasurer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 


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