Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'DXP ENTERPRISES INC | ' |
Entity Central Index Key | '0001020710 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 14,223,255 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $8,271 | $10,455 |
Trade accounts receivable, net of allowances for doubtful accounts of $8,962 in 2013 and $7,204 in 2012 | 196,036 | 174,832 |
Inventories, net | 110,207 | 101,422 |
Prepaid expenses and other current assets | 3,692 | 3,811 |
Deferred income taxes | 7,158 | 5,182 |
Total current assets | 325,364 | 295,702 |
Property and equipment, net | 60,751 | 58,713 |
Goodwill | 186,847 | 145,788 |
Other intangible assets, net of accumulated amortization of $46,471 in 2013 and $31,699 in 2012 | 73,412 | 63,189 |
Other long-term assets | 5,127 | 6,340 |
Total assets | 651,501 | 569,732 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 23,776 | 22,057 |
Trade accounts payable | 91,918 | 74,356 |
Accrued wages and benefits | 23,741 | 15,216 |
Federal income taxes payable | 8,033 | 1,696 |
Customer advances | 5,047 | 2,996 |
Other current liabilities | 7,162 | 12,131 |
Total current liabilities | 159,677 | 128,452 |
Long-term debt, less current maturities | 212,375 | 216,339 |
Non-current deferred income taxes | 22,492 | 16,448 |
Commitments and Contingencies (Note 13) | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, $0.01 par value, 100,000,000 shares authorized; 14,210,158 in 2013 and 14,118,348 in 2012 shares issued | 143 | 141 |
Additional paid-in capital | 84,374 | 78,554 |
Retained earnings | 176,855 | 133,590 |
Accumulated other comprehensive income | 740 | 1,059 |
Treasury stock, at cost (146,871 shares in 2013 and 141,471 in 2012) | -5,171 | -4,867 |
Total shareholders' equity | 256,957 | 208,493 |
Total liabilities and stockholders' equity | 651,501 | 569,732 |
Series A Preferred Stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock | 1 | 1 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock | $15 | $15 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Trade accounts receivable, allowances for doubtful accounts | $8,962 | $7,204 |
Accumulated amortization | $46,471 | $31,699 |
Shareholders' equity: | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 14,210,158 | 14,118,348 |
Treasury stock (in shares) | 146,871 | 141,471 |
Series A Preferred Stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, voting rights | '1/10th vote per share | '1/10th vote per share |
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, liquidation preference (in dollars per share) | $112 | $112 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 1,122 | 1,122 |
Preferred stock, outstanding (in shares) | 1,122 | 1,122 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, voting rights | '1/10th vote per share | '1/10th vote per share |
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, liquidation preference (in dollars per share) | $1,500 | $1,500 |
Preferred stock, Stated value (in dollars per share) | $100 | $100 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 15,000 | 15,000 |
Preferred stock, outstanding (in shares) | 15,000 | 15,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME [Abstract] | ' | ' | ' | ' |
Sales | $329,719 | $289,923 | $927,758 | $804,104 |
Cost of sales | 232,598 | 206,414 | 650,015 | 572,492 |
Gross profit | 97,121 | 83,509 | 277,743 | 231,612 |
Selling, general and administrative expense | 70,223 | 58,995 | 204,876 | 166,346 |
Operating income | 26,898 | 24,514 | 72,867 | 65,266 |
Other income, net | -38 | -21 | -16 | -33 |
Interest expense | 1,614 | 2,287 | 4,930 | 3,878 |
Income before income taxes | 25,322 | 22,248 | 67,953 | 61,421 |
Provision for income taxes | 8,970 | 9,156 | 24,620 | 24,506 |
Net income | 16,352 | 13,092 | 43,333 | 36,915 |
Preferred stock dividend | 23 | 23 | 68 | 68 |
Net income attributable to common shareholders | 16,329 | 13,069 | 43,265 | 36,847 |
Net income | 16,352 | 13,092 | 43,333 | 36,915 |
Loss on long-term investment, net of income taxes | -13 | -5 | -755 | -286 |
Cumulative translation adjustment | 2,198 | 1,480 | 500 | 1,363 |
Comprehensive income | $18,537 | $14,567 | $43,078 | $37,992 |
Basic earnings per share (in dollars per share) | $1.13 | $0.91 | $3 | $2.56 |
Weighted average common shares outstanding (in shares) | 14,444 | 14,411 | 14,430 | 14,375 |
Diluted earnings per share (in dollars per share) | $1.07 | $0.86 | $2.84 | $2.43 |
Weighted average common shares and common equivalent shares outstanding (in shares) | 15,284 | 15,251 | 15,270 | 15,215 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $43,333 | $36,915 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation | 6,934 | 4,844 |
Amortization of intangible assets | 9,221 | 8,264 |
Write-off of debt issuance costs | 0 | 654 |
Compensation expense for restricted stock | 2,150 | 1,491 |
Tax benefit related to vesting of restricted stock | -572 | -512 |
Deferred income taxes | -3,966 | 1,974 |
Changes in operating assets and liabilities, net of assets and liabilities acquired in business acquisitions: | ' | ' |
Trade accounts receivable | -3,896 | -16,539 |
Inventories | -250 | -2,789 |
Prepaid expenses and other assets | 1,689 | -1,788 |
Accounts payable and accrued expenses | 13,028 | -11,251 |
Net cash provided by operating activities | 67,671 | 21,263 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property and equipment | -6,389 | -13,076 |
Purchase of long-term investment | -68 | 0 |
Acquisitions of businesses, net of cash acquired | -61,421 | -137,847 |
Net cash used in investing activities | -67,878 | -150,923 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt | 362,224 | 343,031 |
Principal payments on revolving line of credit and other long-term debt | -364,251 | -202,464 |
Dividends paid | -68 | -68 |
Purchase of treasury stock | -304 | -1,046 |
Tax benefit related to vesting of restricted stock | 572 | 512 |
Net cash (used in) provided by financing activities | -1,827 | 139,965 |
EFFECT OF FOREIGN CURRENCY ON CASH | -150 | 368 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -2,184 | 10,673 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 10,455 | 1,507 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $8,271 | $12,180 |
THE_COMPANY
THE COMPANY | 9 Months Ended |
Sep. 30, 2013 | |
THE COMPANY [Abstract] | ' |
THE COMPANY | ' |
NOTE 1 - THE COMPANY | |
DXP Enterprises, Inc. together with its subsidiaries (collectively "DXP," "Company," "us," "we," or "our") was incorporated in Texas on July 26, 1996, to be the successor to SEPCO Industries, Inc. DXP Enterprises, Inc. and its subsidiaries are engaged in the business of distributing maintenance, repair and operating (MRO) products, equipment and service to industrial customers. The Company is organized into three business segments: Service Centers, Supply Chain Services (SCS) and Innovative Pumping Solutions (IPS). See Note 12 for discussion of the business segments. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES | |
Basis of Presentation | |
The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("USGAAP"). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2012. For a more complete discussion of our significant accounting policies and business practices, refer to the consolidated annual report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2013. | |
All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS | |
In May 2011, the FASB issued an amendment to the fair value measurement guidance and disclosure requirements. The new requirements were effective for the first interim or annual period beginning after December 15, 2011 and were to be applied prospectively. DXP adopted the new requirements in the first quarter of 2012; however, the adoption of this guidance did not have a material effect on its consolidated financial position, results of operations or cash flows. |
FAIR_VALUE_OF_FINANCIAL_ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES [Abstract] | ' | ||||||||
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | ' | ||||||||
NOTE 4 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | |||||||||
Authoritative guidance for financial assets and liabilities measured on a recurring basis applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Fair value, as defined in the authoritative guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance affects the fair value measurement of an investment with quoted market prices in an active market for identical instruments, which must be classified in one of the following categories: | |||||||||
Level 1 Inputs | |||||||||
Level 1 inputs come from quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||
Level 2 Inputs | |||||||||
Level 2 inputs are other than quoted prices that are observable for an asset or liability. These inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||
Level 3 Inputs | |||||||||
Level 3 inputs are unobservable inputs for the asset or liability which require the Company's own assumptions. | |||||||||
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||
The following table presents the changes in Level 1 assets for the period indicated (in thousands): | |||||||||
Nine Months Ended September 30, | |||||||||
2013 | 2012 | ||||||||
Fair value at beginning of period | $ | 2,413 | $ | 1,679 | |||||
Investment during period | 68 | 105 | |||||||
Realized and unrealized gains (losses) | (1,258 | ) | (477 | ) | |||||
included in other comprehensive income | |||||||||
Fair value at end of period | $ | 1,223 | $ | 1,307 | |||||
The Company has paid a total of $1.7 million for an investment with quoted market prices in an active market. At December 31, 2012, the market value of this investment was $2.4 million. At September 30, 2013, the market value of the investment was $1.2 million. The $1.3 million decrease in the market value during the nine months ended September 30, 2013 was included in other comprehensive income, net of taxes. |
INVENTORY
INVENTORY | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INVENTORY [Abstract] | ' | ||||||||
INVENTORY | ' | ||||||||
NOTE 5 - INVENTORY | |||||||||
The carrying values of inventories are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 104,965 | $ | 97,679 | |||||
Work in process | 9,243 | 7,470 | |||||||
Inventory reserve | (4,001 | ) | (3,727 | ) | |||||
Inventories, net | $ | 110,207 | $ | 101,422 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 6 - PROPERTY AND EQUIPMENT | |||||||||
The carrying values of property and equipment are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 2,094 | $ | 1,861 | |||||
Buildings and leasehold improvements | 8,490 | 7,378 | |||||||
Furniture, fixtures and equipment | 80,421 | 72,219 | |||||||
Less – Accumulated depreciation | (30,254 | ) | (22,745 | ) | |||||
Total Property and Equipment, net | $ | 60,751 | $ | 58,713 |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||||||||||||||||||||||
NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||||||||
The following table presents the changes in the carrying amount of goodwill and other intangible assets during the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||||||||||
Other | Total | ||||||||||||||||||||||||
Goodwill | Intangible Assets | ||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 145,788 | $ | 63,189 | $ | 208,977 | |||||||||||||||||||
Acquired during the period | 39,831 | 22,560 | 62,391 | ||||||||||||||||||||||
Adjustments to prior period estimates | 2,007 | (2,502 | ) | (495 | ) | ||||||||||||||||||||
Translation adjustment | (779 | ) | (614 | ) | (1,393 | ) | |||||||||||||||||||
Amortization | - | (9,221 | ) | (9,221 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | 186,847 | $ | 73,412 | $ | 260,259 | |||||||||||||||||||
During the nine months ended September 30, 2013, the Company reduced estimated customer lists from our HSE acquisition by $2.8 million based on a valuation specialists' report. This resulted in an increase in goodwill, net of recognized deferred tax liabilities associated with the adjustment. In addition, there was an increase to estimated intangibles for our Jerzy acquisition of approximately $0.3 million. See Note 11, Business Acquisitions. | |||||||||||||||||||||||||
The following table presents goodwill balance by reportable segment as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Service Centers | $ | 141,450 | $ | 112,669 | |||||||||||||||||||||
Innovative Pumping Solutions | 28,258 | 15,980 | |||||||||||||||||||||||
Supply Chain Services | 17,139 | 17,139 | |||||||||||||||||||||||
Total | $ | 186,847 | $ | 145,788 | |||||||||||||||||||||
The following table presents a summary of amortizable other intangible assets (in thousands): | |||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||
Gross | Carrying Amount, net | Gross | Carrying Amount, net | ||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||||||||||
Vendor agreements | $ | 2,496 | $ | (1,174 | ) | $ | 1,322 | $ | 2,496 | $ | (1,081 | ) | $ | 1,415 | |||||||||||
Customer relationships | 114,015 | (43,035 | ) | 70,980 | 90,851 | (30,010 | ) | 60,841 | |||||||||||||||||
Non-compete agreements | 3,372 | (2,262 | ) | 1,110 | 1,541 | (608 | ) | 933 | |||||||||||||||||
Total | $ | 119,883 | $ | (46,471 | ) | $ | 73,412 | $ | 94,888 | $ | (31,699 | ) | $ | 63,189 | |||||||||||
Other intangible assets are generally amortized on a straight-line basis over their estimated useful lives. |
LONGTERM_DEBT
LONG-TERM DEBT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
LONG-TERM DEBT [Abstract] | ' | ||||||||
LONG-TERM DEBT | ' | ||||||||
NOTE 8 – LONG-TERM DEBT | |||||||||
Long-term debt consisted of the following at September 30, 2013 and December 31, 2012 (in thousands): | |||||||||
2013 | 2012 | ||||||||
Line of credit | $ | 118,901 | $ | 104,526 | |||||
Term loan | 114,531 | 130,000 | |||||||
Unsecured subordinated notes payable in quarterly installments at 5% | 2,719 | 3,870 | |||||||
through November 2015 | |||||||||
236,151 | 238,396 | ||||||||
Less: Current portion | (23,776 | ) | (22,057 | ) | |||||
Total Long-term Debt | $ | 212,375 | $ | 216,339 | |||||
On July 11, 2012 DXP entered into a new credit facility with Wells Fargo Bank National Association, as Issuing Lender, Swingline Lender and Administrative Agent for the lenders. On December 31, 2012 the Company amended the agreement which increased the Credit Facility by $75 million (the "Facility"). The Facility consists of a revolving credit facility that provides a $262.5 million line of credit to the Company and a term loan. The term loan component of the facility was $114.5 million at September 30, 2013. | |||||||||
The line of credit portion of the Facility provides the option of interest at LIBOR plus an applicable margin ranging from 1.25% to 2.25% or prime plus an applicable margin from 0.25% to 1.25% where the applicable margin is determined by the Company's leverage ratio as defined by the Facility at the date of borrowing. Rates for the term loan component ($114.5 million at September 30, 2013) are 25 basis points higher than the line of credit borrowings. Commitment fees of 0.20% to 0.40% per annum are payable on the portion of the Facility capacity not in use at any given time on the line of credit. Commitment fees are included as interest in the consolidated statements of income. | |||||||||
Primarily because the leverage ratio was higher after the acquisition of HSE that occurred on July 11, 2012, interest rates in effect on July 11, 2012 were approximately 70 basis points higher than they were immediately prior to the acquisition. | |||||||||
On September 30, 2013, the LIBOR based rate on the line of credit portion of the Facility was LIBOR plus 1.50%, the prime based rate of the Facility was prime plus 0.50%, the LIBOR based rate on the term loan portion of the Facility was LIBOR plus 1.75% and the commitment fee was 0.25%. At September 30, 2013, $233.4 million was borrowed under the Facility at a weighted average interest rate of approximately 1.8% under the LIBOR options. At September 30, 2013, the Company had approximately $118.5 million available for borrowing under the Facility. | |||||||||
The Facility expires on July 11, 2017. The Facility contains financial covenants defining various financial measures and levels of these measures with which the Company must comply. Covenant compliance is assessed as of each quarter end. Substantially all of the Company's assets are pledged as collateral to secure the credit facility. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||
Sep. 30, 2013 | ||||
STOCK-BASED COMPENSATION [Abstract] | ' | |||
STOCK-BASED COMPENSATION | ' | |||
NOTE 9 - STOCK-BASED COMPENSATION | ||||
Restricted Stock | ||||
Under the restricted stock plan approved by our shareholders (the "Restricted Stock Plan"), directors, consultants and employees may be awarded shares of DXP's common stock. The shares of restricted stock granted to employees and that are outstanding as of September 30, 2013 vest in accordance with one of the following vesting schedules: 100% one year after date of grant; 33.3% each year for three years after date of grant; 20% each year for five years after the grant date; or 10% each year for ten years after the grant date. The Restricted Stock Plan provides that on each July 1 during the term of the plan each non-employee director of DXP will be granted the number of whole shares calculated by dividing $75 thousand by the closing price of the common stock on such July 1. The shares of restricted stock granted to non-employee directors of DXP vest one year after the grant date. The fair value of restricted stock awards is measured based upon the closing prices of DXP's common stock on the grant dates and is recognized as compensation expense over the vesting period of the awards. Once restricted stock vests, new shares of the Company's stock are issued. | ||||
The following table provides certain information regarding the shares authorized and outstanding under the Restricted Stock Plan at September 30, 2013: | ||||
Number of shares authorized for grants | 800,000 | |||
Number of shares granted | -785,159 | |||
Number of shares forfeited | 108,909 | |||
Number of shares available for future grants | 123,750 | |||
Weighted-average grant price of granted shares | $23.49 | |||
Changes in restricted stock for the nine months ended September 30, 2013 were as follows: | ||||
Number of | Weighted Average | |||
Shares | Grant Price | |||
Non-vested at December 31, 2012 | 210,654 | $26.85 | ||
Granted | 96,788 | $51.08 | ||
Forfeited | -28,911 | $37.15 | ||
Vested | -44,670 | $28.46 | ||
Non-vested at September 30, 2013 | 233,861 | $35.26 | ||
Compensation expense, associated with restricted stock, recognized in the nine months ended September 30, 2013 and 2012 was $2.1 million and $1.5 million, respectively. Related income tax benefits recognized in earnings for the nine months ended September 30, 2013 and 2012 were approximately $0.8 million and $0.6 million, respectively. Unrecognized compensation expense under the Restricted Stock Plan at September 30, 2013 and December 31, 2012 was $6.4 million and $5.5 million, respectively. As of September 30, 2013, the weighted average period over which the unrecognized compensation expense is expected to be recognized is 28.1 months. |
EARNINGS_PER_SHARE_DATA
EARNINGS PER SHARE DATA | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
EARNINGS PER SHARE DATA [Abstract] | ' | ||||||||||||||||
EARNINGS PER SHARE DATA | ' | ||||||||||||||||
NOTE 10 - EARNINGS PER SHARE DATA | |||||||||||||||||
Basic earnings per share is computed based on weighted average shares outstanding and excludes dilutive securities. Diluted earnings per share is computed including the impacts of all potentially dilutive securities. | |||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic: | |||||||||||||||||
Weighted average shares outstanding | 14,444 | 14,411 | 14,430 | 14,375 | |||||||||||||
Net income | $ | 16,352 | $ | 13,092 | $ | 43,333 | $ | 36,915 | |||||||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | |||||||||||||
Net income attributable to common shareholders | $ | 16,329 | $ | 13,069 | $ | 43,265 | $ | 36,847 | |||||||||
Per share amount | $ | 1.13 | $ | 0.91 | $ | 3 | $ | 2.56 | |||||||||
Diluted: | |||||||||||||||||
Weighted average shares outstanding | 14,444 | 14,411 | 14,430 | 14,375 | |||||||||||||
Assumed conversion of convertible | 840 | 840 | 840 | 840 | |||||||||||||
preferred stock | |||||||||||||||||
Total dilutive shares | 15,284 | 15,251 | 15,270 | 15,215 | |||||||||||||
Net income attributable to | $ | 16,329 | $ | 13,069 | $ | 43,265 | $ | 36,847 | |||||||||
common shareholders | |||||||||||||||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | |||||||||||||
Net income for diluted | $ | 16,352 | $ | 13,092 | $ | 43,333 | $ | 36,915 | |||||||||
earnings per share | |||||||||||||||||
Per share amount | $ | 1.07 | $ | 0.86 | $ | 2.84 | $ | 2.43 |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
BUSINESS ACQUISITIONS [Abstract] | ' | ||||||||||||||||
BUSINESS ACQUISITIONS | ' | ||||||||||||||||
NOTE 11 - BUSINESS ACQUISITIONS | |||||||||||||||||
All of the Company's acquisitions have been accounted for using the purchase method of accounting. Revenues and expenses of the acquired businesses have been included in the accompanying consolidated financial statements beginning on their respective dates of acquisition. The allocation of purchase price to the acquired assets and liabilities is based on estimates of fair market value and may be prospectively revised if and when additional information the Company is awaiting concerning certain asset and liability valuations is obtained, provided that such information is received no later than one year after the date of acquisition. | |||||||||||||||||
On January 31, 2012, DXP acquired substantially all of the assets of Mid-Continent Safety ("Mid-Continent"). DXP acquired this business to expand DXP's geographic presence in the Midwestern U.S. and strengthen DXP's safety products offering. DXP paid approximately $3.7 million for Mid-Continent, which was borrowed under our existing credit facility. Goodwill of $1.2 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of Mid-Continent with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On February 29, 2012, DXP acquired substantially all of the assets of Pump & Power Equipment, Inc. ("Pump & Power"). DXP acquired this business to expand DXP's geographic presence in the mid-western U.S. and strengthen DXP's municipal pump products and services offering. DXP paid approximately $1.9 million for Pump & Power which was borrowed under our existing credit facility. Goodwill of $0.7 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of Pump & Power with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On April 2, 2012, DXP acquired the stock of Aledco, Inc. ("Aledco"). DXP acquired Aledco to expand its ability to service customers in the oil and gas, water and waste water treatment, pharmaceutical and industrial markets in and around Pennsylvania. DXP paid approximately $8.1 million for Aledco which was borrowed under our existing credit facility. Goodwill of $3.4 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of Aledco with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. None of the estimated goodwill is expected to be tax deductible. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On May 1, 2012, DXP completed the acquisition of Industrial Paramedic Services through its wholly owned subsidiary, DXP Canada Enterprises Ltd. Industrial Paramedic Services is a provider of industrial medical and safety services to industrial customers operating in remote locations and large facilities in western Canada. DXP acquired this business to expand DXP's geographic presence into Canada and to expand our safety services offering. Industrial Paramedic Services is headquartered in Calgary, Alberta and operates out of three locations in Calgary, Nisku and Dawson Creek. The $25.3 million purchase price was financed with $20.6 million of borrowings under DXP's existing credit facility, $2.5 million of promissory notes bearing a 5% interest rate and 19,685 shares of DXP common stock. Estimated goodwill of $12.1 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of Industrial Paramedic Services with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. None of the estimated goodwill is expected to be tax deductible. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On May 31, 2012, DXP acquired the stock of Austin and Denholm Industrial Sales Alberta, Inc. ("ADI"). DXP acquired this business to expand DXP's geographic presence in Western Canada and strengthen DXP's pump products and services offering. DXP paid approximately $2.7 million for ADI which was borrowed under our existing credit facility. Goodwill of $0.3 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of ADI with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. None of the estimated goodwill is expected to be tax deductible. All of the estimated goodwill is included in the Service Centers segment. | |||||||||||||||||
On July 11, 2012, DXP completed the acquisition of HSE Integrated Ltd. ("HSE"). DXP Canada Enterprises Ltd., acquired all of the outstanding common shares of HSE by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the Arrangement, HSE shareholders received CDN $1.80 in cash per each common share of HSE held. The total transaction value is approximately $85 million, including approximately $4 million in debt and approximately $3 million in transaction costs. The purchase price was financed with borrowings under DXP's credit facility. DXP acquired HSE to expand our industrial health and safety services offering. Estimated goodwill of $27.6 million was recognized for this acquisition. The estimate of goodwill for this acquisition is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of these companies with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. None of the estimated goodwill is expected to be tax deductible. All of the goodwill is included in the Service Centers Segment. | |||||||||||||||||
On October 1, 2012, DXP acquired substantially all of the assets of Jerzy Supply, Inc. ("Jerzy"). DXP acquired this business to expand DXP's geographic presence in the Southern U.S. and strengthen DXP's industrial and hydraulic hoses offering. DXP paid approximately $5.3 million for Jerzy which was borrowed under our existing credit facility. No goodwill was recognized on the purchase. | |||||||||||||||||
On April 16, 2013, DXP acquired all of the stock of National Process Equipment Inc. ("NatPro") through its wholly owned subsidiary, DXP Canada Enterprises Ltd. DXP acquired this business to expand DXP's geographic presence in Canada and strengthen DXP's pump, integrated system packaging, compressor, and related equipment offering. The $40.1 million purchase price was financed with $36.6 million of borrowings under DXP's existing credit facility and 52,542 shares of DXP common stock. Additionally, the purchase agreement included an earnout provision, which states that former owners of NatPro may earn $6.0 million based on achievement of an earnings target during the first year of DXP's ownership. The fair value of the earnout recorded at the acquisition date was $2.9 million. As of September 30, 2013, the Company's earnout liability was $2.9 million. Estimated goodwill of $25.8 million was recognized for this acquisition and is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. It specifically includes the expected synergies and other benefits that we believe will result from combining the operations of NatPro with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. None of the estimated goodwill is expected to be tax deductible. The goodwill associated with this acquisition is included in both the Service Centers segment and IPS segment. | |||||||||||||||||
On May 17, 2013, DXP acquired substantially all of the assets of Tucker Tool Company, Inc. ("Tucker Tool"). DXP acquired this business to expand DXP's geographic presence in the northern U.S. and strengthen DXP's industrial cutting tools offering. DXP paid approximately $5.0 million for Tucker Tool which was borrowed under our existing credit facility. Estimated goodwill of $3.6 was recognized on the purchase and is tax deductible. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On July 1, 2103, DXP acquired all of the stock of Alaska Pump & Supply, Inc. (APS). DXP acquired this business to expand DXP's geographic presence in Alaska. DXP paid approximately $13.0 million for APS which was borrowed under our existing credit facility. None of the estimated goodwill is expected to be tax deductible. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
On July 31, 2103, DXP acquired substantially all of the assets of Tool-Tech Industrial Machine & Supply, Inc. ("Tool-Tech"). DXP acquired this business to enhance our metal working product offering in the southwest region of the United States. DXP paid approximately $7.2 million for Tool-Tech which was borrowed under our existing credit facility. All of the goodwill is included in the Service Centers segment. | |||||||||||||||||
The value assigned to the non-compete agreements and customer relationships for business acquisitions were determined by discounting the estimated cash flows associated with non-compete agreements and customer relationships as of the date the acquisition was consummated. The estimated cash flows were based on estimated revenues net of operating expenses and net of capital charges for assets that contribute to the projected cash flow from these assets. The projected revenues and operating expenses were estimated based on management estimates. Net capital charges for assets that contribute to projected cash flow were based on the estimated fair value of those assets. Discount rates of 15.9% to 18.0% were deemed appropriate for valuing these assets and were based on the risks associated with the respective cash flows taking into consideration the acquired company's weighted average cost of capital. | |||||||||||||||||
For the three and nine months ended September 30, 2013, businesses acquired during 2012 and 2013 contributed sales of $62.7 million and $161.4 million, respectively, and earnings before taxes of approximately $0.7 million and $3.2 million, respectively. | |||||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed during 2012 and 2013 in connection with the acquisitions described above (in thousands): | |||||||||||||||||
Cash | $ | 12,804 | |||||||||||||||
Accounts Receivable, net | 53,314 | ||||||||||||||||
Inventory | 12,727 | ||||||||||||||||
Property and equipment | 38,421 | ||||||||||||||||
Goodwill and intangibles | 139,391 | ||||||||||||||||
Other assets | 3,793 | ||||||||||||||||
Assets acquired | 260,450 | ||||||||||||||||
Current liabilities assumed | (49,482 | ) | |||||||||||||||
Non-current liabilities assumed | (22,406 | ) | |||||||||||||||
Net assets acquired | $ | 188,562 | |||||||||||||||
The pro forma unaudited results of operations for the Company on a consolidated basis for the three and nine months ended September 30, 2013 and 2012, assuming the acquisition of businesses completed in 2013 and 2012 were consummated as of January 1, 2012 are as follows (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net sales | $ | 330,876 | $ | 318,895 | $ | 970,714 | $ | 958,560 | |||||||||
Net income | $ | 16,414 | $ | 13,363 | $ | 45,048 | $ | 40,149 | |||||||||
Per share data | |||||||||||||||||
Basic earnings | $ | 1.14 | $ | 0.92 | $ | 3.11 | $ | 2.78 | |||||||||
Diluted earnings | $ | 1.07 | $ | 0.87 | $ | 2.95 | $ | 2.63 |
SEGMENT_REPORTING
SEGMENT REPORTING | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
SEGMENT REPORTING [Abstract] | ' | ||||||||||||||||||||||||||||||||
SEGMENT REPORTING | ' | ||||||||||||||||||||||||||||||||
NOTE 12 - SEGMENT REPORTING | |||||||||||||||||||||||||||||||||
The Company's reportable business segments are: Service Centers, Innovative Pumping Solutions and Supply Chain Services. The Service Centers segment is engaged in providing maintenance, MRO products, equipment and integrated services, including safety services, technical expertise and logistics capabilities, to industrial customers. The Service Centers segment provides a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, fastener, industrial supply, safety products and safety services categories. The Innovative Pumping Solutions segment fabricates and assembles custom-made integrated pump system packages. The Supply Chain Services segment manages all or part of a customer's supply chain, including warehouse and inventory management. | |||||||||||||||||||||||||||||||||
The high degree of integration of the Company's operations necessitates the use of a substantial number of allocations and apportionments in the determination of business segment information. Sales are shown net of intersegment eliminations. | |||||||||||||||||||||||||||||||||
The following table sets out financial information relating the Company's segments (in thousands): | |||||||||||||||||||||||||||||||||
Three Months ended September 30, | Nine Months ended September 30, | ||||||||||||||||||||||||||||||||
Service | IPS | SCS | Service | IPS | SCS | ||||||||||||||||||||||||||||
Centers | Total | Centers | Total | ||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Sales | $ | 232,529 | $ | 61,094 | $ | 36,096 | $ | 329,719 | $ | 660,552 | $ | 155,572 | $ | 111,634 | $ | 927,758 | |||||||||||||||||
Operating income for reportable segments | $ | 27,557 | $ | 9,059 | $ | 3,202 | $ | 39,818 | $ | 75,976 | $ | 24,267 | $ | 9,550 | $ | 109,793 | |||||||||||||||||
2012 | |||||||||||||||||||||||||||||||||
Sales | $ | 212,497 | $ | 38,854 | $ | 38,572 | $ | 289,923 | $ | 571,675 | $ | 113,466 | $ | 118,963 | $ | 804,104 | |||||||||||||||||
Operating income for reportable segments | $ | 26,410 | $ | 7,227 | $ | 2,781 | $ | 36,418 | $ | 67,455 | $ | 22,414 | $ | 9,500 | $ | 99,369 | |||||||||||||||||
The following table presents reconciliations of operating income for reportable segments to the consolidated income before taxes (in thousands): | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Operating income for reportable segments | $ | 39,818 | $ | 36,418 | $ | 109,793 | $ | 99,369 | |||||||||||||||||||||||||
Adjustment for: | |||||||||||||||||||||||||||||||||
Amortization of intangibles | 3,434 | 3,474 | 9,221 | 8,264 | |||||||||||||||||||||||||||||
Corporate and other expense, net | 9,486 | 8,430 | 27,705 | 25,839 | |||||||||||||||||||||||||||||
Total operating income | 26,898 | 24,514 | 72,867 | 65,266 | |||||||||||||||||||||||||||||
Interest expense, net | 1,614 | 2,287 | 4,930 | 3,878 | |||||||||||||||||||||||||||||
Other income, net | (38 | ) | (21 | ) | (16 | ) | (33 | ) | |||||||||||||||||||||||||
Income before income taxes | $ | 25,322 | $ | 22,248 | $ | 67,953 | $ | 61,421 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 13 – COMMITMENTS AND CONTINGENCIES | |
From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. While DXP is unable to predict the outcome of these lawsuits, it believes that the ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on DXP's consolidated financial position, cash flows, or results of operations. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 14 - SUBSEQUENT EVENTS | |
We have evaluated subsequent events through the date the interim condensed consolidated financial statements were issued. There were no events that required recognition for disclosure. |
FAIR_VALUE_OF_FINANCIAL_ASSETS1
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES [Abstract] | ' | ||||||||
Changes in Level 1 Assets | ' | ||||||||
The following table presents the changes in Level 1 assets for the period indicated (in thousands): | |||||||||
Nine Months Ended September 30, | |||||||||
2013 | 2012 | ||||||||
Fair value at beginning of period | $ | 2,413 | $ | 1,679 | |||||
Investment during period | 68 | 105 | |||||||
Realized and unrealized gains (losses) | (1,258 | ) | (477 | ) | |||||
included in other comprehensive income | |||||||||
Fair value at end of period | $ | 1,223 | $ | 1,307 |
INVENTORY_Tables
INVENTORY (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INVENTORY [Abstract] | ' | ||||||||
Carrying Values of Inventories | ' | ||||||||
The carrying values of inventories are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 104,965 | $ | 97,679 | |||||
Work in process | 9,243 | 7,470 | |||||||
Inventory reserve | (4,001 | ) | (3,727 | ) | |||||
Inventories, net | $ | 110,207 | $ | 101,422 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
Property and equipment | ' | ||||||||
The carrying values of property and equipment are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 2,094 | $ | 1,861 | |||||
Buildings and leasehold improvements | 8,490 | 7,378 | |||||||
Furniture, fixtures and equipment | 80,421 | 72,219 | |||||||
Less – Accumulated depreciation | (30,254 | ) | (22,745 | ) | |||||
Total Property and Equipment, net | $ | 60,751 | $ | 58,713 |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||||||||||||||
The following table presents the changes in the carrying amount of goodwill and other intangible assets during the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||||||||||
Other | Total | ||||||||||||||||||||||||
Goodwill | Intangible Assets | ||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 145,788 | $ | 63,189 | $ | 208,977 | |||||||||||||||||||
Acquired during the period | 39,831 | 22,650 | 62,391 | ||||||||||||||||||||||
Adjustments to prior period estimates | 2,007 | (2,502 | ) | (495 | ) | ||||||||||||||||||||
Translation adjustment | (779 | ) | (614 | ) | (1,393 | ) | |||||||||||||||||||
Amortization | - | (9,221 | ) | (9,221 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | 186,847 | $ | 73,412 | $ | 260,259 | |||||||||||||||||||
Goodwill balance by reportable segment | ' | ||||||||||||||||||||||||
The following table presents goodwill balance by reportable segment as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Service Centers | $ | 141,450 | $ | 112,669 | |||||||||||||||||||||
Innovative Pumping Solutions | 28,258 | 15,980 | |||||||||||||||||||||||
Supply Chain Services | 17,139 | 17,139 | |||||||||||||||||||||||
Total | $ | 186,847 | $ | 145,788 | |||||||||||||||||||||
Amortizable Other Intangible Assets | ' | ||||||||||||||||||||||||
The following table presents a summary of amortizable other intangible assets (in thousands): | |||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||
Gross | Carrying Amount, net | Gross | Carrying Amount, net | ||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||||||||||
Vendor agreements | $ | 2,496 | $ | (1,174 | ) | $ | 1,322 | $ | 2,496 | $ | (1,081 | ) | $ | 1,415 | |||||||||||
Customer relationships | 114,015 | (43,035 | ) | 70,980 | 90,851 | (30,010 | ) | 60,841 | |||||||||||||||||
Non-compete agreements | 3,372 | (2,262 | ) | 1,110 | 1,541 | (608 | ) | 933 | |||||||||||||||||
Total | $ | 119,883 | $ | (46,471 | ) | $ | 73,412 | $ | 94,888 | $ | (31,699 | ) | $ | 63,189 |
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
LONG-TERM DEBT [Abstract] | ' | ||||||||
Long term debt | ' | ||||||||
Long-term debt consisted of the following at September 30, 2013 and December 31, 2012 (in thousands): | |||||||||
2013 | 2012 | ||||||||
Line of credit | $ | 118,901 | $ | 104,526 | |||||
Term loan | 114,531 | 130,000 | |||||||
Unsecured subordinated notes payable in quarterly installments at 5% | 2,719 | 3,870 | |||||||
through November 2015 | |||||||||
236,151 | 238,396 | ||||||||
Less: Current portion | (23,776 | ) | (22,057 | ) | |||||
Total Long-term Debt | $ | 212,375 | $ | 216,339 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCK-BASED COMPENSATION [Abstract] | ' | ||||||||
Shares Authorized and Outstanding Under the Restricted Stock Plan | ' | ||||||||
The following table provides certain information regarding the shares authorized and outstanding under the Restricted Stock Plan at September 30, 2013: | |||||||||
Number of shares authorized for grants | 800,000 | ||||||||
Number of shares granted | (785,159 | ) | |||||||
Number of shares forfeited | 108,909 | ||||||||
Number of shares available for future grants | 123,750 | ||||||||
Weighted-average grant price of granted shares | $ | 23.49 | |||||||
Changes in restricted stock for the nine months ended September 30, 2013 were as follows: | |||||||||
Number of | Weighted Average | ||||||||
Shares | Grant Price | ||||||||
Non-vested at December 31, 2012 | 210,654 | $ | 26.85 | ||||||
Granted | 96,788 | $ | 51.08 | ||||||
Forfeited | (28,911 | ) | $ | 37.15 | |||||
Vested | (44,670 | ) | $ | 28.46 | |||||
Non-vested at September 30, 2013 | 233,861 | $ | 35.26 |
EARNINGS_PER_SHARE_DATA_Tables
EARNINGS PER SHARE DATA (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
EARNINGS PER SHARE DATA [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Earnings per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic: | |||||||||||||||||
Weighted average shares outstanding | 14,444 | 14,411 | 14,430 | 14,375 | |||||||||||||
Net income | $ | 16,352 | $ | 13,092 | $ | 43,333 | $ | 36,915 | |||||||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | |||||||||||||
Net income attributable to common shareholders | $ | 16,329 | $ | 13,069 | $ | 43,265 | $ | 36,847 | |||||||||
Per share amount | $ | 1.13 | $ | 0.91 | $ | 3 | $ | 2.56 | |||||||||
Diluted: | |||||||||||||||||
Weighted average shares outstanding | 14,444 | 14,411 | 14,430 | 14,375 | |||||||||||||
Assumed conversion of convertible | 840 | 840 | 840 | 840 | |||||||||||||
preferred stock | |||||||||||||||||
Total dilutive shares | 15,284 | 15,251 | 15,270 | 15,215 | |||||||||||||
Net income attributable to | $ | 16,329 | $ | 13,069 | $ | 43,265 | $ | 36,847 | |||||||||
common shareholders | |||||||||||||||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | |||||||||||||
Net income for diluted | $ | 16,352 | $ | 13,092 | $ | 43,333 | $ | 36,915 | |||||||||
earnings per share | |||||||||||||||||
Per share amount | $ | 1.07 | $ | 0.86 | $ | 2.84 | $ | 2.43 |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
BUSINESS ACQUISITIONS [Abstract] | ' | ||||||||||||||||
Estimated fair values of assets acquired and liabilities assumed | ' | ||||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed during 2012 and 2013 in connection with the acquisitions described above (in thousands): | |||||||||||||||||
Cash | $ | 12,804 | |||||||||||||||
Accounts Receivable, net | 53,314 | ||||||||||||||||
Inventory | 12,727 | ||||||||||||||||
Property and equipment | 38,421 | ||||||||||||||||
Goodwill and intangibles | 139,391 | ||||||||||||||||
Other assets | 3,793 | ||||||||||||||||
Assets acquired | 260,450 | ||||||||||||||||
Current liabilities assumed | (49,482 | ) | |||||||||||||||
Non-current liabilities assumed | (22,406 | ) | |||||||||||||||
Net assets acquired | $ | 188,562 | |||||||||||||||
Pro forma unaudited results of operations | ' | ||||||||||||||||
The pro forma unaudited results of operations for the Company on a consolidated basis for the three and nine months ended September 30, 2013 and 2012, assuming the acquisition of businesses completed in 2013 and 2012 were consummated as of January 1, 2012 are as follows (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net sales | $ | 330,876 | $ | 318,895 | $ | 970,714 | $ | 958,560 | |||||||||
Net income | $ | 16,414 | $ | 13,363 | $ | 45,048 | $ | 40,149 | |||||||||
Per share data | |||||||||||||||||
Basic earnings | $ | 1.14 | $ | 0.92 | $ | 3.11 | $ | 2.78 | |||||||||
Diluted earnings | $ | 1.07 | $ | 0.87 | $ | 2.95 | $ | 2.63 |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
SEGMENT REPORTING [Abstract] | ' | ||||||||||||||||||||||||||||||||
Segment Reporting Financial Information | ' | ||||||||||||||||||||||||||||||||
The following table sets out financial information relating the Company's segments (in thousands): | |||||||||||||||||||||||||||||||||
Three Months ended September 30, | Nine Months ended September 30, | ||||||||||||||||||||||||||||||||
Service | IPS | SCS | Service | IPS | SCS | ||||||||||||||||||||||||||||
Centers | Total | Centers | Total | ||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Sales | $ | 232,529 | $ | 61,094 | $ | 36,096 | $ | 329,719 | $ | 660,552 | $ | 155,572 | $ | 111,634 | $ | 927,758 | |||||||||||||||||
Operating income for reportable segments | $ | 27,557 | $ | 9,059 | $ | 3,202 | $ | 39,818 | $ | 75,976 | $ | 24,267 | $ | 9,550 | $ | 109,793 | |||||||||||||||||
2012 | |||||||||||||||||||||||||||||||||
Sales | $ | 212,497 | $ | 38,854 | $ | 38,572 | $ | 289,923 | $ | 571,675 | $ | 113,466 | $ | 118,963 | $ | 804,104 | |||||||||||||||||
Operating income for reportable segments | $ | 26,410 | $ | 7,227 | $ | 2,781 | $ | 36,418 | $ | 67,455 | $ | 22,414 | $ | 9,500 | $ | 99,369 | |||||||||||||||||
Reconciliation of Operating Income for Reportable Segments to Consolidated Income before Taxes | ' | ||||||||||||||||||||||||||||||||
The following table presents reconciliations of operating income for reportable segments to the consolidated income before taxes (in thousands): | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Operating income for reportable segments | $ | 39,818 | $ | 36,418 | $ | 109,793 | $ | 99,369 | |||||||||||||||||||||||||
Adjustment for: | |||||||||||||||||||||||||||||||||
Amortization of intangibles | 3,434 | 3,474 | 9,221 | 8,264 | |||||||||||||||||||||||||||||
Corporate and other expense, net | 9,486 | 8,430 | 27,705 | 25,839 | |||||||||||||||||||||||||||||
Total operating income | 26,898 | 24,514 | 72,867 | 65,266 | |||||||||||||||||||||||||||||
Interest expense, net | 1,614 | 2,287 | 4,930 | 3,878 | |||||||||||||||||||||||||||||
Other income, net | (38 | ) | (21 | ) | (16 | ) | (33 | ) | |||||||||||||||||||||||||
Income before income taxes | $ | 25,322 | $ | 22,248 | $ | 67,953 | $ | 61,421 |
THE_COMPANY_Details
THE COMPANY (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
THE COMPANY [Abstract] | ' |
Number of segments | 3 |
FAIR_VALUE_OF_FINANCIAL_ASSETS2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Details) (Level 1 [Member], USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Level 1 [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Fair value at beginning of period | $2,413 | $1,679 |
Investment during period | 68 | 105 |
Realized and unrealized gains (losses) included in other comprehensive income | -1,258 | -477 |
Fair value at end of period | $1,223 | $1,307 |
INVENTORY_Details
INVENTORY (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
INVENTORY [Abstract] | ' | ' |
Finished goods | $104,965 | $97,679 |
Work in process | 9,243 | 7,470 |
Inventory reserve | -4,001 | -3,727 |
Inventories, net | $110,207 | $101,422 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Less - Accumulated depreciation | ($30,254) | ($22,745) |
Total Property and Equipment, net | 60,751 | 58,713 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 2,094 | 1,861 |
Buildings and Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 8,490 | 7,378 |
Furniture, Fixtures and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $80,421 | $72,219 |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | $145,788 | ' | ' |
Acquired during the period | ' | ' | 39,831 | ' | ' |
Adjustments to prior period estimates | ' | ' | 2,007 | ' | ' |
Translation adjustment | ' | ' | -779 | ' | ' |
Ending balance | 186,847 | ' | 186,847 | ' | ' |
Other Intangibles Assets [Roll Forward] | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | 63,189 | ' | ' |
Acquired during the year | ' | ' | 22,560 | ' | ' |
Adjustments to prior year estimates | ' | ' | -2,502 | ' | ' |
Translation adjustment | ' | ' | -614 | ' | ' |
Amortization | -3,434 | -3,474 | -9,221 | -8,264 | ' |
Balance at end of period | 73,412 | ' | 73,412 | ' | ' |
Total Goodwill and Intangible Assets [Roll Forward] | ' | ' | ' | ' | ' |
Beginning Balance | ' | ' | 208,977 | ' | ' |
Acquired during the year | ' | ' | 62,391 | ' | ' |
Adjustment to prior year estimates | ' | ' | -495 | ' | ' |
Translation adjustment | ' | ' | -1,393 | ' | ' |
Amortization | -3,434 | -3,474 | -9,221 | -8,264 | ' |
Ending Balance | 260,259 | ' | 260,259 | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross carrying amount | 119,883 | ' | 119,883 | ' | 94,888 |
Accumulated amortization | -46,471 | ' | -46,471 | ' | -31,699 |
Carrying amount, net | 73,412 | ' | 73,412 | ' | 63,189 |
Service Centers [Member] | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | ' | 112,669 |
Ending balance | 141,450 | ' | 141,450 | ' | 112,669 |
Innovative Pumping Solutions [Member] | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | ' | 15,980 |
Ending balance | 28,258 | ' | 28,258 | ' | 15,980 |
Supply Chain Services [Member] | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | ' | 17,139 |
Ending balance | 17,139 | ' | 17,139 | ' | 17,139 |
Vendor Agreements [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross carrying amount | 2,496 | ' | 2,496 | ' | 2,496 |
Accumulated amortization | -1,174 | ' | -1,174 | ' | -1,081 |
Carrying amount, net | 1,322 | ' | 1,322 | ' | 1,415 |
Customer Relationships [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross carrying amount | 114,015 | ' | 114,015 | ' | 90,851 |
Accumulated amortization | -43,035 | ' | -43,035 | ' | -30,010 |
Carrying amount, net | 70,980 | ' | 70,980 | ' | 60,841 |
Non-Compete Agreements [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross carrying amount | 3,372 | ' | 3,372 | ' | 1,541 |
Accumulated amortization | -2,262 | ' | -2,262 | ' | -608 |
Carrying amount, net | 1,110 | ' | 1,110 | ' | 933 |
Customer Lists [Member] | Intangible Assets Related to Jerzy Acquisition [Member] | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Adjustments to prior period estimates | ' | ' | 300 | ' | ' |
Customer Lists [Member] | Intangible Assets Related to HSE Acquisition [Member] | ' | ' | ' | ' | ' |
Total Goodwill and Intangible Assets [Roll Forward] | ' | ' | ' | ' | ' |
Adjustment to prior year estimates | ' | ' | $2,800 | ' | ' |
GOODWILL_AND_OTHER_INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, Goodwill balance by reportable segment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ' | ' |
Goodwill | $186,847 | $145,788 |
Service Centers [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 141,450 | 112,669 |
Innovative Pumping Solutions [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 28,258 | 15,980 |
Supply Chain Services [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | $17,139 | $17,139 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Borrowings [Abstract] | ' | ' |
Long-term debt | $236,151,000 | $238,396,000 |
Less: Current portion | -23,776,000 | -22,057,000 |
Total long-term debt | 212,375,000 | 216,339,000 |
Unsecured Subordinated Notes Payable [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 2,719,000 | 3,870,000 |
Quarterly installments (in hundredths) | 5.00% | ' |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 118,901,000 | 104,526,000 |
Maximum borrowing capacity | 262,500,000 | ' |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | LIBOR [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 1.50% | ' |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | Prime rate [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 0.50% | ' |
Wells Fargo Bank, National Association [Member] | Term Loan [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 114,531,000 | 130,000,000 |
Commitment fee (in hundredths) | 0.25% | ' |
Incremental higher interest rate after acquisition (in hundredths) | 0.25% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Increase in borrowing capacity | ' | 75,000,000 |
Incremental higher interest rate after acquisition (in hundredths) | 0.70% | ' |
Available for borrowing under the facility | 118,500,000 | ' |
Expiration date | 11-Jul-17 | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Commitment fee (in hundredths) | 0.20% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Commitment fee (in hundredths) | 0.40% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Base rate | 'LIBOR | ' |
Basis spread on base rate (in hundredths) | 1.75% | ' |
Amount outstanding | $233,400,000 | ' |
Weighted average interest rate (in hundredths) | 1.80% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 1.25% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 2.25% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | Prime rate [Member] | Minimum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 0.25% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | Prime rate [Member] | Maximum [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 1.25% | ' |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 9 Months Ended | 96 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | |
Weighted Average Grant Price [Roll Forward] | ' | ' | ' | ' |
Stock compensation expense | $2,150,000 | $1,491,000 | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Award vesting rights | 'The shares of restricted stock granted to employees and that are outstanding as of September 30, 2013 vest in accordance with one of the following vesting schedules: 100% one year after date of grant; 33.3% each year for three years after date of grant; 20% each year for five years after the grant date; or 10% each year for ten years after the grant date. | ' | ' | ' |
Numerator used for calculating the number of whole shares granted | 75,000 | ' | ' | ' |
Award vesting period | '1 year | ' | ' | ' |
Number of shares authorized for grants (in shares) | 800,000 | ' | ' | ' |
Number of shares granted (in shares) | -96,788 | ' | -785,159 | ' |
Number of shares forfeited (in shares) | 28,911 | ' | 108,909 | ' |
Number of shares available for future grants (in shares) | 123,750 | ' | ' | ' |
Weighted-average grant price of granted shares (in dollars per share) | $51.08 | ' | $23.49 | ' |
Restricted Stock [Roll Forward] | ' | ' | ' | ' |
Non-vested, beginning balance (in shares) | 210,654 | ' | ' | ' |
Granted (in shares) | 96,788 | ' | 785,159 | ' |
Forfeited (in shares) | -28,911 | ' | -108,909 | ' |
Vested (in shares) | -44,670 | ' | ' | ' |
Nonvested, ending balance (in shares) | 233,861 | ' | ' | ' |
Weighted Average Grant Price [Roll Forward] | ' | ' | ' | ' |
Non vested, beginning balance (in dollars per share) | $26.85 | ' | ' | ' |
Granted (in dollars per share) | $51.08 | ' | $23.49 | ' |
Forfeitures (in dollars per share) | $37.15 | ' | ' | ' |
Vested (in dollars per share) | $26.46 | ' | ' | ' |
Nonvested, ending balance (in dollars per share) | $35.26 | ' | ' | ' |
Stock compensation expense | 2,100,000 | 1,500,000 | ' | ' |
Related income tax benefits recognized | 800,000 | 600,000 | ' | ' |
Unrecognized compensation expense | $6,400,000 | ' | ' | $5,500,000 |
Compensation cost not yet recognized, Period for recognition | '28 months 3 days | ' | ' | ' |
EARNINGS_PER_SHARE_DATA_Detail
EARNINGS PER SHARE DATA (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic [Abstract] | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 14,444 | 14,411 | 14,430 | 14,375 |
Net income | $16,352 | $13,092 | $43,333 | $36,915 |
Convertible preferred stock dividend | 23 | 23 | 68 | 68 |
Net income attributable to common shareholders | 16,329 | 13,069 | 43,265 | 36,847 |
Per share amount (in dollars per share) | $1.13 | $0.91 | $3 | $2.56 |
Diluted [Abstract] | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 14,444 | 14,411 | 14,430 | 14,375 |
Assumed conversion of convertible preferred stock (in shares) | 840 | 840 | 840 | 840 |
Total dilutive shares (in shares) | 15,284 | 15,251 | 15,270 | 15,215 |
Net income attributable to common shareholders | 16,329 | 13,069 | 43,265 | 36,847 |
Convertible preferred stock dividend | 23 | 23 | 68 | 68 |
Net income for diluted earnings per share | $16,352 | $13,092 | $43,333 | $36,915 |
Per share amount (in dollars per share) | $1.07 | $0.86 | $2.84 | $2.43 |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2012 | Feb. 29, 2012 | Apr. 02, 2012 | 1-May-12 | 1-May-12 | Jul. 11, 2012 | 31-May-12 | Oct. 01, 2012 | Apr. 16, 2013 | Sep. 30, 2013 | 17-May-13 | Jun. 30, 2013 | Jul. 31, 2013 | |
Minimum [Member] | Maximum [Member] | Mid Continent Safety [Member] | Pump & Power Equipment, Inc. [Member] | Aledco, Inc. [Member] | Industrial Paramedic Services [Member] | Industrial Paramedic Services [Member] | HSE Integrated Ltd. [Member] | Austin and Denholm Industrial Sales Alberta, Inc. [Member] | Jerzy Supply, Inc. [Member] | National Process Equipment Inc. [Member] | National Process Equipment Inc. [Member] | Tucker Tool Company, Inc. [Member] | Alaska Pump and Supply, Inc. [Member] | Tool Tech Industrial Machine and Supply, Inc. [Member] | |||||
Location | Promissory note [Member] | ||||||||||||||||||
Purchase price allocation [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $12,804,000 | ' | $12,804,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, net | 53,314,000 | ' | 53,314,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory | 12,727,000 | ' | 12,727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | 38,421,000 | ' | 38,421,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill and intangibles | 139,391,000 | ' | 139,391,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 3,793,000 | ' | 3,793,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets acquired | 260,450,000 | ' | 260,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current liabilities assumed | -49,482,000 | ' | -49,482,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-current liabilities assumed | -22,406,000 | ' | -22,406,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | 188,562,000 | ' | 188,562,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | 3,700,000 | 1,900,000 | 8,100,000 | 25,300,000 | ' | 85,000,000 | 2,700,000 | 5,300,000 | 40,100,000 | ' | 5,000,000 | 13,000,000 | 7,200,000 |
Borrowings under existing credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,600,000 | ' | ' | ' | ' | 36,600,000 | ' | ' | ' | ' |
Goodwill on acquisition | ' | ' | ' | ' | ' | ' | 1,200,000 | 700,000 | 3,400,000 | 12,100,000 | ' | 27,600,000 | 300,000 | 0 | 25,800,000 | ' | 3,600,000 | ' | ' |
Number of shares issued on acquisition (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,685 | ' | ' | ' | ' | 52,542 | ' | ' | ' | ' |
Number of operating locations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings under notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.80 | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed on acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Transaction cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
Earnout amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' |
Fair value of earnout recorded at acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' |
Earnout liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' |
Discount rate for valuation of acquired intangibles (in hundredths) | ' | ' | ' | ' | 15.90% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales from business acquisitions | 62,700,000 | ' | 161,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings from business acquisitions | 700,000 | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | 330,876,000 | 318,895,000 | 970,714,000 | 958,560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | $16,414,000 | $13,363,000 | $45,048,000 | $40,149,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic earnings (in dollars per share) | $1.14 | $0.92 | $3.11 | $2.78 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted earnings (in dollars per share) | $1.07 | $0.87 | $2.95 | $2.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | $329,719 | $289,923 | $927,758 | $804,104 |
Operating income for reportable segments | 39,818 | 36,418 | 109,793 | 99,369 |
Adjustment for [Abstract] | ' | ' | ' | ' |
Amortization of intangibles | 3,434 | 3,474 | 9,221 | 8,264 |
Corporate and other expense, net | 9,486 | 8,430 | 27,705 | 25,839 |
Operating income | 26,898 | 24,514 | 72,867 | 65,266 |
Interest expense, net | 1,614 | 2,287 | 4,930 | 3,878 |
Other income, net | -38 | -21 | -16 | -33 |
Income before income taxes | 25,322 | 22,248 | 67,953 | 61,421 |
Service Centers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 232,529 | 212,497 | 660,552 | 571,675 |
Operating income for reportable segments | 27,557 | 26,410 | 75,976 | 67,455 |
IPS [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 61,094 | 38,854 | 155,572 | 113,466 |
Operating income for reportable segments | 9,059 | 7,227 | 24,267 | 22,414 |
SCS [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 36,096 | 38,572 | 111,634 | 118,963 |
Operating income for reportable segments | $3,202 | $2,781 | $9,550 | $9,500 |