Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
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 | ' | 14,465,954 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $9,923 | $5,469 |
Trade accounts receivable, net of allowance for doubtful accounts of $11,063 in 2014 and $8,798 in 2013 | 269,537 | 193,341 |
Inventories, net | 117,051 | 105,271 |
Prepaid expenses and other current assets | 4,904 | 2,693 |
Deferred income taxes | 8,428 | 7,713 |
Total current assets | 409,843 | 314,487 |
Property and equipment, net | 71,027 | 58,253 |
Goodwill | 373,719 | 188,110 |
Other intangible assets, net of accumulated amortization of $58,075 in 2014 and $44,410 in 2013 | 139,954 | 69,722 |
Other long-term assets | 4,752 | 6,043 |
Total assets | 999,295 | 636,615 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 38,816 | 26,213 |
Trade accounts payable | 104,947 | 78,853 |
Accrued wages and benefits | 30,784 | 20,473 |
Federal income taxes payable | 1,710 | 853 |
Customer advances | 3,813 | 3,720 |
Other current liabilities | 29,851 | 19,943 |
Total current liabilities | 209,921 | 150,055 |
Long-term debt, less current maturities | 410,796 | 168,372 |
Non-current deferred income taxes | 40,004 | 21,938 |
Commitments and Contingencies (Note 13) | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, $0.01 par value, 100,000,000 shares authorized; 14,453,954 in 2014 and 14,468,485 in 2013 shares issued | 146 | 144 |
Additional paid-in capital | 115,080 | 109,892 |
Retained earnings | 238,469 | 193,737 |
Accumulated other comprehensive income | -4,175 | -2,368 |
Treasury stock, at cost (206,845 shares in 2014 and 146,871 in 2013) | -10,962 | -5,171 |
Total shareholders' equity | 338,574 | 296,250 |
Total liabilities and stockholders' equity | 999,295 | 636,615 |
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 $) | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' | ' | ' |
Trade accounts receivable, allowance for doubtful accounts | $11,063 | $8,798 | $11,063 | $8,798 |
Accumulated amortization | $58,075 | $44,410 | $58,075 | $44,410 |
Shareholders' equity: | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 14,453,954 | 14,468,485 | 14,453,954 | 14,468,485 |
Treasury stock (in shares) | 206,845 | 146,871 | 206,845 | 146,871 |
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 | $100 |
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, stated value (in dollars per share) | ' | ' | $100 | $100 |
Preferred stock, liquidation preference (in dollars per share) | ' | ' | $1,500 | $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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited) [Abstract] | ' | ' | ' | ' |
Sales | $387,053 | $329,719 | $1,117,160 | $927,758 |
Cost of sales | 273,644 | 232,598 | 790,998 | 650,015 |
Gross profit | 113,409 | 97,121 | 326,162 | 277,743 |
Selling, general and administrative expense | 81,605 | 70,223 | 243,798 | 204,876 |
Operating income | 31,804 | 26,898 | 82,364 | 72,867 |
Other expense (income), net | 10 | -38 | 1 | -16 |
Interest expense | 3,295 | 1,614 | 9,868 | 4,930 |
Income before income taxes | 28,499 | 25,322 | 72,495 | 67,953 |
Provision for income taxes | 10,856 | 8,970 | 27,695 | 24,620 |
Net income | 17,643 | 16,352 | 44,800 | 43,333 |
Preferred stock dividend | 23 | 23 | 68 | 68 |
Net income attributable to common shareholders | 17,620 | 16,329 | 44,732 | 43,265 |
Net income | 17,643 | 16,352 | 44,800 | 43,333 |
Loss on long-term investment, net of income taxes | 0 | -13 | -55 | -755 |
Cumulative translation adjustment | -1,137 | 2,198 | -1,752 | 500 |
Comprehensive income | $16,506 | $18,537 | $42,993 | $43,078 |
Basic earnings per share (in dollars per share) | $1.20 | $1.13 | $3.04 | $3 |
Weighted average common shares outstanding (in shares) | 14,656 | 14,444 | 14,696 | 14,430 |
Diluted earnings per share (in dollars per share) | $1.14 | $1.07 | $2.88 | $2.84 |
Weighted average common shares and common equivalent shares outstanding (in shares) | 15,496 | 15,284 | 15,536 | 15,270 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $44,800 | $43,333 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 9,419 | 6,934 |
Amortization of intangible assets | 13,874 | 9,221 |
Compensation expense for restricted stock | 2,654 | 2,150 |
Tax benefit related to vesting of restricted stock | -766 | -572 |
Deferred income taxes | 1,350 | -3,966 |
Changes in operating assets and liabilities, net of assets and liabilities acquired in business acquisitions: | ' | ' |
Trade accounts receivable | -20,510 | -3,896 |
Inventories | -2,799 | -250 |
Prepaid expenses and other assets | -1,517 | 1,689 |
Accounts payable and accrued expenses | 16,368 | 13,028 |
Net cash provided by operating activities | 62,873 | 67,671 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property and equipment | -8,072 | -6,389 |
Purchase of long-term investment | 0 | -68 |
Sale of long-term investment | 1,688 | 0 |
Acquisitions of businesses, net of cash acquired | -300,846 | -61,421 |
Net cash used in investing activities | -307,230 | -67,878 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from debt | 646,901 | 362,224 |
Principal payments on revolving line of credit and other long-term debt | -391,804 | -364,251 |
Dividends paid | -68 | -68 |
Purchase of treasury stock | -6,771 | -304 |
Tax benefit related to vesting of restricted stock | 766 | 572 |
Net cash provided by (used in) financing activities | 249,024 | -1,827 |
EFFECT OF FOREIGN CURRENCY ON CASH | -213 | -150 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 4,454 | -2,184 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,469 | 10,455 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $9,923 | $8,271 |
THE_COMPANY
THE COMPANY | 9 Months Ended |
Sep. 30, 2014 | |
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 primarily 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, 2014 | |
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, 2013. 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, 2014. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of results expected for the full fiscal year. | |
All intercompany accounts and transactions have been eliminated upon consolidation. | |
Revenue Recognition | |
For binding agreements to fabricate tangible assets to customer specifications, the Company recognizes revenues using the percentage of completion method. Under this method, revenues are recognized as costs are incurred and included in estimated profits calculated on the basis of the relationship between costs incurred and total estimated costs at completion. If at any time expected costs exceed the value of the contract, the loss is recognized immediately. The typical time span of these contracts is approximately one to two years. | |
At September 30, 2014 and December 31, 2013, $32.1 million and $6.5 million, respectively, of unbilled costs and estimated earnings are included in accounts receivable. At September 30, 2014 and December 31, 2013 billings in excess of costs of $6.6 million and $1.3 million, respectively, are included in other current liabilities. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance on revenue recognition. The core principal of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance requires entities to apply a five-step method to (1) identify the contract(s) with customers; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. We are evaluating the impact that the adoption of this standard will have on our consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740), which requires entities to present unrecognized tax benefits as a liability and not combine it with deferred tax assets to the extent a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. DXP adopted this guidance in the first quarter of 2014. There was no material effect on our financial statements. |
FAIR_VALUE_OF_FINANCIAL_ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 9 Months Ended | |||
Sep. 30, 2014 | ||||
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, | ||||
2014 | 2013 | |||
Fair value at beginning of period | $ 1,837 | $ 2,413 | ||
Investment during the period | - | 68 | ||
Realized and unrealized gains (losses) | -149 | -1,258 | ||
included in other comprehensive income | ||||
Proceeds on sale of investment | -1,688 | - | ||
Fair value at end of period | $ - | $1,223 | ||
The Company paid a total of $1.7 million for an investment with quoted market prices in an active market. At December 31, 2013, the market value of this investment was $1.8 million. During the nine months ended September 30, 2014, the Company sold this investment for $1.7 million. The Company recognized a $0.1 million loss in 2014 on the sale of this investment, which is included in other income within our condensed consolidated statements of income. |
INVENTORY
INVENTORY | 9 Months Ended | |||
Sep. 30, 2014 | ||||
INVENTORY [Abstract] | ' | |||
INVENTORY | ' | |||
NOTE 5 - INVENTORY | ||||
The carrying values of inventories are as follows (in thousands): | ||||
September 30, | December 31, | |||
2014 | 2013 | |||
Finished goods | $ 104,609 | $ 102,608 | ||
Work in process | 15,668 | 6,657 | ||
Inventory reserve | -3,226 | -3,994 | ||
Inventories, net | $ 117,051 | $ 105,271 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | |||
Sep. 30, 2014 | ||||
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, | |||
2014 | 2013 | |||
Land | $ 2,342 | $ 2,137 | ||
Buildings and leasehold improvements | 13,199 | 9,565 | ||
Furniture, fixtures and equipment | 97,019 | 79,633 | ||
Less – Accumulated depreciation | -41,533 | -33,082 | ||
Total Property and Equipment, net | $ 71,027 | $ 58,253 |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
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, 2014 (in thousands): | ||||||||||||
Other | Total | |||||||||||
Goodwill | Intangible Assets | |||||||||||
Balance as of December 31, 2013 | $ 188,110 | $ 69,722 | $ 257,832 | |||||||||
Acquired during the period | 185,609 | 85,264 | 270,873 | |||||||||
Translation adjustment | - | -1,158 | -1,158 | |||||||||
Amortization | - | -13,874 | -13,874 | |||||||||
Balance as of September 30, 2014 | $ 373,719 | $ 139,954 | $ 513,673 | |||||||||
The following table presents goodwill balance by reportable segment as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Service Centers | $ 192,482 | $ 142,714 | ||||||||||
Innovative Pumping Solutions | 164,099 | 28,258 | ||||||||||
Supply Chain Services | 17,138 | 17,138 | ||||||||||
Total | $ 373,719 | $ 188,110 | ||||||||||
The following table presents a summary of amortizable other intangible assets (in thousands): | ||||||||||||
As of September 30, 2014 | As of December 31, 2014 | |||||||||||
Gross | Carrying Amount, net | Gross | Carrying Amount, net | |||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||
Amount | Amortization | Amount | Amortization | |||||||||
Vendor agreements | $ 2,496 | $ (1,299) | $ 1,197 | $ 2,496 | $ (1,205) | $ 1,291 | ||||||
Customer relationships | 193,794 | -55,738 | 138,056 | 109,897 | -42,468 | 67,429 | ||||||
Non-compete agreements | 1,739 | -1,038 | 701 | 1,739 | -737 | 1,002 | ||||||
Total | $ 198,029 | $ (58,075) | $ 139,954 | $114,132 | $ (44,410) | $ 69,722 | ||||||
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, 2014 | ||||
LONG-TERM DEBT [Abstract] | ' | |||
LONG-TERM DEBT | ' | |||
NOTE 8 – LONG-TERM DEBT | ||||
Long-term debt consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||
2014 | 2013 | |||
Line of credit | $ 221,763 | $ 76,849 | ||
Term loan | 221,875 | 109,375 | ||
Promissory note payable in monthly installments at 2.9% through | 5,414 | 6,000 | ||
January 2021, collateralized by equipment | ||||
Unsecured subordinated notes payable in quarterly installments at 5% | 560 | 2,361 | ||
through November 2015 | ||||
449,612 | 194,585 | |||
Less: Current portion | -38,816 | -26,213 | ||
Total Long-term Debt | $ 410,796 | $168,372 | ||
On July 11, 2012, DXP entered into a credit facility with Wells Fargo Bank National Association, as Issuing Lender, Swingline Lender and Administrative Agent for the lenders (as amended, the “Original Facility”). On December 31, 2012, the Company amended the Original Facility which increased the Original Facility by $75 million. On January 2, 2014, the Company entered into an Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Issuing Lender and Administrative Agent for other lenders (the “Facility”), amending and restating the Original Facility. | ||||
The Facility provides a term loan and a $350 million revolving line of credit to the Company. At September 30, 2014 the term loan component of the facility was $221.9 million. | ||||
The Facility provides the option of interest at LIBOR (or CDOR for Canadian dollar loans) plus an applicable margin ranging from 1.25% to 2.50% or prime plus an applicable margin from 0.25% to 1.50% where the applicable margin is determined by the Company’s leverage ratio as defined by the Facility as of the last day of the fiscal quarter most recently ended prior to the date of borrowing. Commitment fees of 0.20% to 0.45% 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. | ||||
On September 30, 2014, the LIBOR based rate of the Facility was LIBOR plus 2.25%, the prime based rate of the Facility was prime plus 1.25%, and the commitment fee was 0.40%. At September 30, 2014, $443.6 million was borrowed under the Facility at a weighted average interest rate of approximately 2.41% under the LIBOR options. At September 30, 2014, the Company had approximately $77.4 million available for borrowing under the Facility. | ||||
The Facility expires on January 2, 2019. 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, 2014 | ||||
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, 2014 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, 2014: | ||||
Number of shares authorized for grants | 800,000 | |||
Number of shares granted | -837,378 | |||
Number of shares forfeited | 120,877 | |||
Number of shares available for future grants | 83,499 | |||
Weighted-average grant price of granted shares | $ 27.83 | |||
Changes in restricted stock for the nine months ended September 30, 2014 were as follows: | ||||
Number of | Weighted Average | |||
Shares | Grant Price | |||
Non-vested at December 31, 2013 | 211,510 | $36.17 | ||
Granted | 52,219 | $93.12 | ||
Forfeited | -11,968 | $35.68 | ||
Vested | -48,468 | $38.98 | ||
Non-vested at September 30, 2014 | 203,293 | $50.07 | ||
Compensation expense, associated with restricted stock, recognized in the nine months ended September 30, 2014 and 2013 was $2.7 million and $2.2 million, respectively. Related income tax benefits recognized in earnings for the nine months ended September 30, 2014 and 2013 were approximately $1.1 million and $0.8 million, respectively. Unrecognized compensation expense under the Restricted Stock Plan at September 30, 2014 and December 31, 2013 was $7.9 million and $5.7 million, respectively. As of September 30, 2014, the weighted average period over which the unrecognized compensation expense is expected to be recognized is 27.5 months. |
EARNINGS_PER_SHARE_DATA
EARNINGS PER SHARE DATA | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Basic: | ||||||||
Weighted average shares outstanding | 14,656 | 14,444 | 14,696 | 14,430 | ||||
Net income | $ 17,643 | $ 16,352 | $ 44,800 | $ 43,333 | ||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | ||||
Net income attributable to common shareholders | ||||||||
$ 17,620 | $ 16,329 | $ 44,732 | $ 43,265 | |||||
Per share amount | $ 1.20 | $ 1.13 | $ 3.04 | $ 3.00 | ||||
Diluted: | ||||||||
Weighted average shares outstanding | 14,656 | 14,444 | 14,696 | 14,430 | ||||
Assumed conversion of convertible | 840 | 840 | 840 | |||||
preferred stock | 840 | |||||||
Total dilutive shares | 15,496 | 15,284 | 15,536 | 15,270 | ||||
Net income attributable to | ||||||||
common shareholders | $ 17,620 | $ 16,329 | $ 44,732 | $ 43,265 | ||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | ||||
Net income for diluted | $ 17,643 | $ 16,352 | $ 44,800 | |||||
earnings per share | $ 43,333 | |||||||
Per share amount | $ 1.14 | $ 1.07 | $ 2.88 | $ 2.84 |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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. Goodwill 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 our acquisitions with the operations of DXP and any intangible assets that do not qualify for separate recognition such as the assembled workforce. | ||||||||
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 $40.0 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 earn-out provision, which stated 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 earn-out recorded at the acquisition date was $2.8 million. As of December 31, 2013, the Company’s earn-out liability was estimated to be zero and $2.8 million was recorded as a reduction of selling, general and administrative expense in the fourth quarter of 2013. No earn-out was earned. | ||||||||
Estimated goodwill of $24.6 million and intangible assets of $14.8 million were recognized for this acquisition. None of the estimated goodwill or intangible assets are 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 $3.2 and intangible assets of $1.5 million were recognized for this acquisition. All of the goodwill is included in the Service Centers segment. | ||||||||
On July 1, 2013, 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. Estimated goodwill of $8.1 million and intangible assets of $4.1 million were recognized for this acquisition. None of the estimated goodwill or intangible assets are expected to be tax deductible. All of the goodwill is included in the Service Centers segment. | ||||||||
On July 31, 2013, 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 $7.6 million for Tool-Tech which was borrowed under our existing credit facility. Estimated goodwill of $4.9 million and intangible assets of $2.4 million were recognized for this acquisition. All of the estimated goodwill is included in the Service Centers segment. | ||||||||
On January 2, 2014, the Company completed the acquisition of all of the equity securities and units of B27, LLC (“B27”) by way of a Securities Purchase Agreement to expand DXP’s pump packaging offering. The total transaction value was approximately $293.6 million, excluding approximately $1.0 million in transaction costs recognized within SG&A in the 2013 statement of income. The purchase price was financed with borrowings under DXP’s amended credit facility and approximately $4.0 million (36,000 shares) of DXP common stock. DXP has not completed appraisals of intangibles for B27, the valuation of working capital items or completed analysis of tax effects, and therefore, has made preliminary estimates for purposes of this disclosure. Estimated goodwill of $181.1 million and intangible assets of $81.1 million were recognized for this acquisition. Approximately $209.8 million of the estimated goodwill or intangible assets are expected not to be tax deductible. The estimated goodwill associated with this acquisition will be included in the IPS and Service Centers segments. | ||||||||
On May 1, 2014, the Company completed the acquisition of all of the equity interests of Machinery Tooling and Supply, LLC (MT&S) by way of an Equity Purchase Agreement to expand DXP’s cutting tools offering in the North Central region of the United States. DXP paid approximately $14.9 million for MT&S, which was borrowed under our existing credit facility. DXP has not completed appraisals of intangibles for MT&S, the valuation of working capital items or completed analysis of tax effects, and therefore, has made preliminary estimates for purposes of this disclosure. Estimated goodwill of $4.3 million and intangible assets of $4.1 million were recognized for this acquisition. All of the estimated 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. For the B27 and NatPro acquisitions, discount rates of 13.5% to 15.9% 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 months ended September 30, 2014, businesses acquired during 2014 and 2013 contributed sales of $45.3 million and $25.2 million, respectively, and earnings before taxes of approximately $3.4 million and $0.6 million, respectively. | ||||||||
For the nine months ended September 30, 2014, businesses acquired during 2014 and 2013 contributed sales of $125.4 million and $75.3million, respectively, and earnings before taxes of approximately $4.3 million and $0.2 million, respectively. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed during 2014 and 2013 in connection with the acquisitions described above (in thousands): | ||||||||
NatPro | Tucker Tool | APS | Tool-Tech | B27 | MT&S | Total | ||
Cash | $ - | $ - | $ - | $ 430 | $ 2,538 | $ 806 | $ 3,774 | |
Accounts Receivable, net | 14,549 | 505 | 1,424 | 1,505 | 51,448 | 5,656 | 75,087 | |
Inventory | 6,883 | 209 | 1,332 | 409 | 6,472 | 2,522 | 17,827 | |
Property and equipment | 3,317 | - | 172 | 19 | 14,573 | 557 | 18,638 | |
Goodwill and intangibles | 39,345 | 4,678 | 12,241 | 7,254 | 262,250 | 8,405 | 334,173 | |
Other assets | 698 | - | 389 | 2 | 1,163 | 59 | 2,311 | |
Assets acquired | 64,792 | 5,392 | 15,558 | 9,619 | 338,444 | 18,005 | 451,810 | |
Current liabilities assumed | 19,175 | 391 | 1,079 | 1,987 | 26,690 | 3,336 | 52,658 | |
Non-current liabilities assumed | 5,649 | - | 1,419 | - | 18,202 | - | 25,270 | |
Net assets acquired | $ 39,968 | $ 5,001 | $13,060 | $ 7,632 | $293,552 | $14,669 | $373,882 | |
The pro forma unaudited results of operations for the Company on a consolidated basis for the three and nine months ended September 30, 2014 and 2013, assuming the acquisition of businesses completed in 2014 and 2013 were consummated as of January 1, 2013 are as follows (in thousands, except per share data): | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Net sales | $ 387,053 | $ 391,515 | $1,130,108 | $1,122,403 | ||||
Net income | $ 17,643 | $ 20,988 | $ 45,103 | $ 50,947 | ||||
Per share data | ||||||||
Basic earnings | $ 1.20 | $ 1.45 | $ 3.07 | $ 3.51 | ||||
Diluted earnings | $ 1.14 | $ 1.37 | $ 2.90 | $ 3.32 |
SEGMENT_REPORTING
SEGMENT REPORTING | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 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 pump 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 | |||||||||||||
2014 | ||||||||||||||||
Sales | $255,041 | $ 88,614 | $ 43,398 | $387,053 | $ 735,104 | $259,070 | $ 122,986 | $1,117,160 | ||||||||
Operating income for reportable segments | $ 29,444 | $ 14,979 | $ 3,721 | $ 48,144 | $ 79,356 | $ 40,328 | $ 10,424 | $ 130,108 | ||||||||
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 | ||||||||
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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating income for reportable segments | $ 48,144 | $ 39,818 | $ 130,108 | $ 109,793 | ||||||||||||
Adjustment for: | ||||||||||||||||
Amortization of intangibles | 4,651 | 3,434 | 13,874 | 9,221 | ||||||||||||
Corporate and other expense, net | 11,689 | 9,486 | 33,870 | 27,705 | ||||||||||||
Total operating income | 31,804 | 26,898 | 82,364 | 72,867 | ||||||||||||
Interest expense, net | 3,295 | 1,614 | 9,868 | 4,930 | ||||||||||||
Other expense (income), net | 10 | -38 | 1 | -16 | ||||||||||||
Income before income taxes | $ 28,499 | $ 25,322 | $ 72,495 | $ 67,953 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
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. |
SHARE_REPURCHASES
SHARE REPURCHASES | 9 Months Ended |
Sep. 30, 2014 | |
SHARE REPURCHASES [Abstract] | ' |
SHARE REPURCHASES | ' |
NOTE 14 – SHARE REPURCHASES | |
On May 7, 2014, the Board of Directors authorized DXP from time to time to purchase up to 200,000 shares of DXP's common stock over 24 months. DXP publicly announced the authorization on May 14, 2014. Purchases could be made in open market or in privately negotiated transactions. DXP has purchased 100,000 shares for $6.8 million under this authorization as of September 30, 2014. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 15 - SUBSEQUENT EVENTS | |
We have evaluated subsequent events through the date the interim condensed consolidated financial statements were issued. There were no subsequent events that required recognition for disclosure. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES [Abstract] | ' |
Basis of Presentation | ' |
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, 2013. 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, 2014. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of results expected for the full fiscal year. | |
All intercompany accounts and transactions have been eliminated upon consolidation. | |
Revenue Recognition | ' |
Revenue Recognition | |
For binding agreements to fabricate tangible assets to customer specifications, the Company recognizes revenues using the percentage of completion method. Under this method, revenues are recognized as costs are incurred and included in estimated profits calculated on the basis of the relationship between costs incurred and total estimated costs at completion. If at any time expected costs exceed the value of the contract, the loss is recognized immediately. The typical time span of these contracts is approximately one to two years. | |
At September 30, 2014 and December 31, 2013, $32.1 million and $6.5 million, respectively, of unbilled costs and estimated earnings are included in accounts receivable. At September 30, 2014 and December 31, 2013 billings in excess of costs of $6.6 million and $1.3 million, respectively, are included in other current liabilities. |
FAIR_VALUE_OF_FINANCIAL_ASSETS1
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
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, | ||||
2014 | 2013 | |||
Fair value at beginning of period | $ 1,837 | $ 2,413 | ||
Investment during the period | - | 68 | ||
Realized and unrealized gains (losses) | -149 | -1,258 | ||
included in other comprehensive income | ||||
Proceeds on sale of investment | -1,688 | - | ||
Fair value at end of period | $ - | $1,223 |
INVENTORY_Tables
INVENTORY (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
INVENTORY [Abstract] | ' | |||
Carrying Values of Inventories | ' | |||
The carrying values of inventories are as follows (in thousands): | ||||
September 30, | December 31, | |||
2014 | 2013 | |||
Finished goods | $ 104,609 | $ 102,608 | ||
Work in process | 15,668 | 6,657 | ||
Inventory reserve | -3,226 | -3,994 | ||
Inventories, net | $ 117,051 | $ 105,271 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||
Property and equipment | ' | |||
The carrying values of property and equipment are as follows (in thousands): | ||||
September 30, | December 31, | |||
2014 | 2013 | |||
Land | $ 2,342 | $ 2,137 | ||
Buildings and leasehold improvements | 13,199 | 9,565 | ||
Furniture, fixtures and equipment | 97,019 | 79,633 | ||
Less – Accumulated depreciation | -41,533 | -33,082 | ||
Total Property and Equipment, net | $ 71,027 | $ 58,253 |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
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, 2014 (in thousands): | ||||||||||||
Other | Total | |||||||||||
Goodwill | Intangible Assets | |||||||||||
Balance as of December 31, 2013 | $ 188,110 | $ 69,722 | $ 257,832 | |||||||||
Acquired during the period | 185,609 | 85,264 | 270,873 | |||||||||
Translation adjustment | - | -1,158 | -1,158 | |||||||||
Amortization | - | -13,874 | -13,874 | |||||||||
Balance as of September 30, 2014 | $ 373,719 | $ 139,954 | $ 513,673 | |||||||||
Goodwill balance by reportable segment | ' | |||||||||||
The following table presents goodwill balance by reportable segment as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Service Centers | $ 192,482 | $ 142,714 | ||||||||||
Innovative Pumping Solutions | 164,099 | 28,258 | ||||||||||
Supply Chain Services | 17,138 | 17,138 | ||||||||||
Total | $ 373,719 | $ 188,110 | ||||||||||
Amortizable Other Intangible Assets | ' | |||||||||||
The following table presents a summary of amortizable other intangible assets (in thousands): | ||||||||||||
As of September 30, 2014 | As of December 31, 2014 | |||||||||||
Gross | Carrying Amount, net | Gross | Carrying Amount, net | |||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||
Amount | Amortization | Amount | Amortization | |||||||||
Vendor agreements | $ 2,496 | $ (1,299) | $ 1,197 | $ 2,496 | $ (1,205) | $ 1,291 | ||||||
Customer relationships | 193,794 | -55,738 | 138,056 | 109,897 | -42,468 | 67,429 | ||||||
Non-compete agreements | 1,739 | -1,038 | 701 | 1,739 | -737 | 1,002 | ||||||
Total | $ 198,029 | $ (58,075) | $ 139,954 | $114,132 | $ (44,410) | $ 69,722 |
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
LONG-TERM DEBT [Abstract] | ' | |||
Long term debt | ' | |||
Long-term debt consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||
2014 | 2013 | |||
Line of credit | $ 221,763 | $ 76,849 | ||
Term loan | 221,875 | 109,375 | ||
Promissory note payable in monthly installments at 2.9% through | 5,414 | 6,000 | ||
January 2021, collateralized by equipment | ||||
Unsecured subordinated notes payable in quarterly installments at 5% | 560 | 2,361 | ||
through November 2015 | ||||
449,612 | 194,585 | |||
Less: Current portion | -38,816 | -26,213 | ||
Total Long-term Debt | $ 410,796 | $168,372 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
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, 2014: | ||||
Number of shares authorized for grants | 800,000 | |||
Number of shares granted | -837,378 | |||
Number of shares forfeited | 120,877 | |||
Number of shares available for future grants | 83,499 | |||
Weighted-average grant price of granted shares | $ 27.83 | |||
Changes in restricted stock for the nine months ended September 30, 2014 were as follows: | ||||
Number of | Weighted Average | |||
Shares | Grant Price | |||
Non-vested at December 31, 2013 | 211,510 | $36.17 | ||
Granted | 52,219 | $93.12 | ||
Forfeited | -11,968 | $35.68 | ||
Vested | -48,468 | $38.98 | ||
Non-vested at September 30, 2014 | 203,293 | $50.07 |
EARNINGS_PER_SHARE_DATA_Tables
EARNINGS PER SHARE DATA (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Basic: | ||||||||
Weighted average shares outstanding | 14,656 | 14,444 | 14,696 | 14,430 | ||||
Net income | $ 17,643 | $ 16,352 | $ 44,800 | $ 43,333 | ||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | ||||
Net income attributable to common shareholders | ||||||||
$ 17,620 | $ 16,329 | $ 44,732 | $ 43,265 | |||||
Per share amount | $ 1.20 | $ 1.13 | $ 3.04 | $ 3.00 | ||||
Diluted: | ||||||||
Weighted average shares outstanding | 14,656 | 14,444 | 14,696 | 14,430 | ||||
Assumed conversion of convertible | 840 | 840 | 840 | |||||
preferred stock | 840 | |||||||
Total dilutive shares | 15,496 | 15,284 | 15,536 | 15,270 | ||||
Net income attributable to | ||||||||
common shareholders | $ 17,620 | $ 16,329 | $ 44,732 | $ 43,265 | ||||
Convertible preferred stock dividend | 23 | 23 | 68 | 68 | ||||
Net income for diluted | $ 17,643 | $ 16,352 | $ 44,800 | |||||
earnings per share | $ 43,333 | |||||||
Per share amount | $ 1.14 | $ 1.07 | $ 2.88 | $ 2.84 |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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 2014 and 2013 in connection with the acquisitions described above (in thousands): | ||||||||
NatPro | Tucker Tool | APS | Tool-Tech | B27 | MT&S | Total | ||
Cash | $ - | $ - | $ - | $ 430 | $ 2,538 | $ 806 | $ 3,774 | |
Accounts Receivable, net | 14,549 | 505 | 1,424 | 1,505 | 51,448 | 5,656 | 75,087 | |
Inventory | 6,883 | 209 | 1,332 | 409 | 6,472 | 2,522 | 17,827 | |
Property and equipment | 3,317 | - | 172 | 19 | 14,573 | 557 | 18,638 | |
Goodwill and intangibles | 39,345 | 4,678 | 12,241 | 7,254 | 262,250 | 8,405 | 334,173 | |
Other assets | 698 | - | 389 | 2 | 1,163 | 59 | 2,311 | |
Assets acquired | 64,792 | 5,392 | 15,558 | 9,619 | 338,444 | 18,005 | 451,810 | |
Current liabilities assumed | 19,175 | 391 | 1,079 | 1,987 | 26,690 | 3,336 | 52,658 | |
Non-current liabilities assumed | 5,649 | - | 1,419 | - | 18,202 | - | 25,270 | |
Net assets acquired | $ 39,968 | $ 5,001 | $13,060 | $ 7,632 | $293,552 | $14,669 | $373,882 | |
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, 2014 and 2013, assuming the acquisition of businesses completed in 2014 and 2013 were consummated as of January 1, 2013 are as follows (in thousands, except per share data): | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Net sales | $ 387,053 | $ 391,515 | $1,130,108 | $1,122,403 | ||||
Net income | $ 17,643 | $ 20,988 | $ 45,103 | $ 50,947 | ||||
Per share data | ||||||||
Basic earnings | $ 1.20 | $ 1.45 | $ 3.07 | $ 3.51 | ||||
Diluted earnings | $ 1.14 | $ 1.37 | $ 2.90 | $ 3.32 |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 | |||||||||||||
2014 | ||||||||||||||||
Sales | $255,041 | $ 88,614 | $ 43,398 | $387,053 | $ 735,104 | $259,070 | $ 122,986 | $1,117,160 | ||||||||
Operating income for reportable segments | $ 29,444 | $ 14,979 | $ 3,721 | $ 48,144 | $ 79,356 | $ 40,328 | $ 10,424 | $ 130,108 | ||||||||
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 | ||||||||
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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating income for reportable segments | $ 48,144 | $ 39,818 | $ 130,108 | $ 109,793 | ||||||||||||
Adjustment for: | ||||||||||||||||
Amortization of intangibles | 4,651 | 3,434 | 13,874 | 9,221 | ||||||||||||
Corporate and other expense, net | 11,689 | 9,486 | 33,870 | 27,705 | ||||||||||||
Total operating income | 31,804 | 26,898 | 82,364 | 72,867 | ||||||||||||
Interest expense, net | 3,295 | 1,614 | 9,868 | 4,930 | ||||||||||||
Other expense (income), net | 10 | -38 | 1 | -16 | ||||||||||||
Income before income taxes | $ 28,499 | $ 25,322 | $ 72,495 | $ 67,953 |
THE_COMPANY_Details
THE COMPANY (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
THE COMPANY [Abstract] | ' |
Number of segments | 3 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Revenue Recognition [Abstract] | ' | ' |
Minimum contract period | '1 year | ' |
Maximum contract period | '2 years | ' |
Unbilled costs and estimated earnings included in accounts receivable | $32.10 | $6.50 |
Billings in excess of costs included in other current liabilities | $6.60 | $1.30 |
FAIR_VALUE_OF_FINANCIAL_ASSETS2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Proceeds on sale of investment | ($1,688) | $0 |
Investments purchase during period | 0 | 68 |
Level 1 [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Fair value at beginning of period | 1,837 | 2,413 |
Investment during the period | 0 | 68 |
Realized and unrealized gains (losses) included in other comprehensive income | -149 | -1,258 |
Proceeds on sale of investment | -1,688 | 0 |
Fair value at end of period | 0 | 1,223 |
Investments purchase during period | $1,700 | ' |
INVENTORY_Details
INVENTORY (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
INVENTORY [Abstract] | ' | ' |
Finished goods | $104,609 | $102,608 |
Work in process | 15,668 | 6,657 |
Inventory reserve | -3,226 | -3,994 |
Inventories, net | $117,051 | $105,271 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Less - Accumulated depreciation | ($41,533) | ($33,082) |
Total Property and Equipment, net | 71,027 | 58,253 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 2,342 | 2,137 |
Buildings and Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 13,199 | 9,565 |
Furniture, Fixtures and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $97,019 | $79,633 |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ' | ' | ' |
Beginning balance | $188,110 | ' | ' |
Acquired during the period | 185,609 | ' | ' |
Translation adjustment | 0 | ' | ' |
Ending balance | 373,719 | ' | ' |
Other Intangibles Assets [Roll Forward] | ' | ' | ' |
Balance at beginning of period | 69,722 | ' | ' |
Acquired during the year | 85,264 | ' | ' |
Translation adjustment | -1,158 | ' | ' |
Amortization | -13,874 | -9,221 | ' |
Balance at end of period | 139,954 | ' | ' |
Total Goodwill and Intangible Assets [Roll Forward] | ' | ' | ' |
Beginning Balance | 257,832 | ' | ' |
Acquired during the year | 270,873 | ' | ' |
Translation adjustment | -1,158 | ' | ' |
Amortization | -13,874 | -9,221 | ' |
Ending Balance | 513,673 | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross carrying amount | 198,029 | ' | 114,132 |
Accumulated amortization | -58,075 | ' | -44,410 |
Carrying amount, net | 139,954 | ' | 69,722 |
Service Centers [Member] | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Beginning balance | ' | ' | 142,714 |
Ending balance | 192,482 | ' | 142,714 |
Innovative Pumping Solutions [Member] | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Beginning balance | ' | ' | 28,258 |
Ending balance | 164,099 | ' | 28,258 |
Supply Chain Services [Member] | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Beginning balance | ' | ' | 17,138 |
Ending balance | 17,138 | ' | 17,138 |
Vendor Agreements [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross carrying amount | 2,496 | ' | 2,496 |
Accumulated amortization | -1,299 | ' | -1,205 |
Carrying amount, net | 1,197 | ' | 1,291 |
Customer Relationships [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross carrying amount | 193,794 | ' | 109,897 |
Accumulated amortization | -55,738 | ' | -42,468 |
Carrying amount, net | 138,056 | ' | 67,429 |
Non-Compete Agreements [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross carrying amount | 1,739 | ' | 1,739 |
Accumulated amortization | -1,038 | ' | -737 |
Carrying amount, net | $701 | ' | $1,002 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Borrowings [Abstract] | ' | ' |
Long-term debt | $449,612,000 | $194,585,000 |
Less: Current portion | -38,816,000 | -26,213,000 |
Total long-term debt | 410,796,000 | 168,372,000 |
Unsecured Subordinated Notes Payable [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 560,000 | 2,361,000 |
Quarterly installments (in hundredths) | 5.00% | 5.00% |
Promissory note [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 5,414,000 | 6,000,000 |
Quarterly installments (in hundredths) | 2.90% | 2.90% |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 221,763,000 | 76,849,000 |
Maximum borrowing capacity | 350,000,000 | ' |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | LIBOR [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 2.25% | ' |
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | Prime rate [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Basis spread on base rate (in hundredths) | 1.25% | ' |
Wells Fargo Bank, National Association [Member] | Term Loan [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Long-term debt | 221,875,000 | 109,375,000 |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Increase in borrowing capacity | ' | 75,000,000 |
Commitment fee (in hundredths) | 0.40% | ' |
Available for borrowing under the facility | 77,400,000 | ' |
Expiration date | 2-Jan-19 | ' |
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) | 0.45% | ' |
Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ' | ' |
Borrowings [Abstract] | ' | ' |
Base rate | 'LIBOR | ' |
Amount outstanding | $443,600,000 | ' |
Weighted average interest rate (in hundredths) | 2.41% | ' |
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) | 2.50% | ' |
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) | 1.50% | ' |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Weighted Average Grant Price [Roll Forward] | ' | ' | ' | ' |
Stock compensation expense | ' | $2,654,000 | $2,150,000 | ' |
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, 2014 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 | ' | ' |
Percentages of vesting for one year (in hundredths) | ' | 100.00% | ' | ' |
Percentages of vesting for three years (in hundredths) | ' | 33.30% | ' | ' |
Percentages of vesting for five years (in hundredths) | ' | 20.00% | ' | ' |
Percentages of vesting for ten years (in hundredths) | ' | 10.00% | ' | ' |
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 | 800,000 | ' | ' |
Number of shares granted (in shares) | -837,378 | -52,219 | ' | ' |
Number of shares forfeited (in shares) | 120,877 | 11,968 | ' | ' |
Number of shares available for future grants (in shares) | 83,499 | 83,499 | ' | ' |
Weighted-average grant price of granted shares (in dollars per share) | $27.83 | $93.12 | ' | ' |
Restricted Stock [Roll Forward] | ' | ' | ' | ' |
Non-vested, beginning balance (in shares) | ' | 211,510 | ' | ' |
Granted (in shares) | 837,378 | 52,219 | ' | ' |
Forfeited (in shares) | -120,877 | -11,968 | ' | ' |
Vested (in shares) | ' | -48,468 | ' | ' |
Nonvested, ending balance (in shares) | 203,293 | 203,293 | ' | ' |
Weighted Average Grant Price [Roll Forward] | ' | ' | ' | ' |
Non vested, beginning balance (in dollars per share) | ' | $36.17 | ' | ' |
Granted (in dollars per share) | $27.83 | $93.12 | ' | ' |
Forfeitures (in dollars per share) | ' | $35.68 | ' | ' |
Vested (in dollars per share) | ' | $38.98 | ' | ' |
Nonvested, ending balance (in dollars per share) | $50.07 | $50.07 | ' | ' |
Stock compensation expense | ' | 2,700,000 | 2,200,000 | ' |
Related income tax benefits recognized | ' | 1,100,000 | 800,000 | ' |
Unrecognized compensation expense | $7,900,000 | $7,900,000 | ' | $5,700,000 |
Compensation cost not yet recognized, Period for recognition | ' | '27 months 15 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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Basic [Abstract] | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 14,656 | 14,444 | 14,696 | 14,430 |
Net income | $17,643 | $16,352 | $44,800 | $43,333 |
Convertible preferred stock dividend | 23 | 23 | 68 | 68 |
Net income attributable to common shareholders | 17,620 | 16,329 | 44,732 | 43,265 |
Per share amount (in dollars per share) | $1.20 | $1.13 | $3.04 | $3 |
Diluted [Abstract] | ' | ' | ' | ' |
Weighted average shares outstanding (in shares) | 14,656 | 14,444 | 14,696 | 14,430 |
Assumed conversion of convertible preferred stock (in shares) | 840 | 840 | 840 | 840 |
Total dilutive shares (in shares) | 15,496 | 15,284 | 15,536 | 15,270 |
Net income attributable to common shareholders | 17,620 | 16,329 | 44,732 | 43,265 |
Convertible preferred stock dividend | 23 | 23 | 68 | 68 |
Net income for diluted earnings per share | $17,643 | $16,352 | $44,800 | $43,333 |
Per share amount (in dollars per share) | $1.14 | $1.07 | $2.88 | $2.84 |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 16, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | 17-May-14 | Sep. 30, 2014 | 17-May-13 | Jul. 02, 2013 | Sep. 30, 2014 | Jul. 31, 2013 | Sep. 30, 2014 | Jan. 02, 2014 | Sep. 30, 2014 | 1-May-14 | Sep. 30, 2014 | 1-May-14 | |
Business acquired in 2013 [Member] | Business acquired in 2013 [Member] | Business acquired in 2014 [Member] | Business acquired in 2014 [Member] | Minimum [Member] | Maximum [Member] | National Process Equipment Inc. [Member] | National Process Equipment Inc. [Member] | National Process Equipment Inc. [Member] | Tucker Tool Company, Inc. [Member] | Tucker Tool Company, Inc. [Member] | Tucker Tool Company, Inc. [Member] | Alaska Pump and Supply, Inc. [Member] | Alaska Pump and Supply, Inc. [Member] | Tool Tech Industrial Machine and Supply, Inc. [Member] | Tool Tech Industrial Machine and Supply, Inc. [Member] | B27, LLC [Member] | B27, LLC [Member] | Machinery Tooling and Supply LLC [Member] | Machinery Tooling and Supply LLC [Member] | Machinery Tooling and Supply LLC [Member] | ||||||
Purchase price allocation [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $3,774,000 | ' | $3,774,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | $0 | ' | ' | $0 | ' | $430,000 | ' | $2,538,000 | ' | $806,000 | ' |
Accounts Receivable, net | 75,087,000 | ' | 75,087,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,549,000 | ' | 505,000 | ' | ' | 1,424,000 | ' | 1,505,000 | ' | 51,448,000 | ' | 5,656,000 | ' |
Inventory | 17,827,000 | ' | 17,827,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,883,000 | ' | 209,000 | ' | ' | 1,332,000 | ' | 409,000 | ' | 6,472,000 | ' | 2,522,000 | ' |
Property and equipment | 18,638,000 | ' | 18,638,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,317,000 | ' | 0 | ' | ' | 172,000 | ' | 19,000 | ' | 14,573,000 | ' | 557,000 | ' |
Goodwill and intangibles | 334,173,000 | ' | 334,173,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,345,000 | ' | 4,678,000 | ' | ' | 12,241,000 | ' | 7,254,000 | ' | 262,250,000 | ' | 8,405,000 | ' |
Other assets | 2,311,000 | ' | 2,311,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 698,000 | ' | 0 | ' | ' | 389,000 | ' | 2,000 | ' | 1,163,000 | ' | 59,000 | ' |
Assets acquired | 451,810,000 | ' | 451,810,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,792,000 | ' | 5,392,000 | ' | ' | 15,558,000 | ' | 9,619,000 | ' | 338,444,000 | ' | 18,005,000 | ' |
Current liabilities assumed | 52,658,000 | ' | 52,658,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,175,000 | ' | 391,000 | ' | ' | 1,079,000 | ' | 1,987,000 | ' | 26,690,000 | ' | 3,336,000 | ' |
Non-current liabilities assumed | 25,270,000 | ' | 25,270,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,649,000 | ' | 0 | ' | ' | 1,419,000 | ' | 0 | ' | 18,202,000 | ' | 0 | ' |
Net assets acquired | 373,882,000 | ' | 373,882,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,968,000 | ' | 5,001,000 | ' | ' | 13,060,000 | ' | 7,632,000 | ' | 293,552,000 | ' | 14,669,000 | ' |
Maximum period of information after acquisition date for revision in estimates | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | 5,000,000 | ' | ' | 13,000,000 | ' | 7,600,000 | ' | 293,600,000 | ' | 14,900,000 | ' | ' |
Borrowings under existing credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued on acquisition (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | ' | ' | ' | ' |
Earn-out amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of earn-out recorded at acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earn-out liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in selling, general and administrative expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill acquired | 373,719,000 | ' | 373,719,000 | ' | 188,110,000 | ' | ' | ' | ' | ' | ' | 24,600,000 | ' | ' | ' | ' | 3,200,000 | 8,100,000 | ' | 4,900,000 | ' | 181,100,000 | ' | ' | ' | 4,300,000 |
Intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,800,000 | ' | ' | ' | ' | 1,500,000 | 4,100,000 | ' | 2,400,000 | ' | 81,100,000 | ' | ' | ' | 4,100,000 |
Purchase price financed under common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' |
Transaction cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Nontax deductible goodwill or intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,800,000 | ' | ' | ' | ' |
Discount rate for valuation of acquired intangibles (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.50% | 15.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales from business acquisitions | ' | ' | ' | ' | ' | 25,200,000 | 75,300,000 | 45,300,000 | 125,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings (loss) before taxes from business acquisitions | ' | ' | ' | ' | ' | 600,000 | 200,000 | 3,400,000 | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | 387,053,000 | 391,515,000 | 1,130,108,000 | 1,122,403,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | $17,643,000 | $20,988,000 | $45,103,000 | $50,947,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic earnings (in dollars per share) | $1.20 | $1.45 | $3.07 | $3.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted earnings (in dollars per share) | $1.14 | $1.37 | $2.90 | $3.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Adjustment for [Abstract] | ' | ' | ' | ' |
Amortization of intangibles | ' | ' | $13,874 | $9,221 |
Operating income | 31,804 | 26,898 | 82,364 | 72,867 |
Interest expense, net | 3,295 | 1,614 | 9,868 | 4,930 |
Other expense (income), net | 10 | -38 | 1 | -16 |
Income before income taxes | 28,499 | 25,322 | 72,495 | 67,953 |
Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 387,053 | 329,719 | 1,117,160 | 927,758 |
Operating income for reportable segments | 48,144 | 39,818 | 130,108 | 109,793 |
Adjustment for [Abstract] | ' | ' | ' | ' |
Operating income | 31,804 | 26,898 | 82,364 | 72,867 |
Operating Segments [Member] | Service Centers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 255,041 | 232,529 | 735,104 | 660,552 |
Operating income for reportable segments | 29,444 | 27,557 | 79,356 | 75,976 |
Operating Segments [Member] | IPS [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 88,614 | 61,094 | 259,070 | 155,572 |
Operating income for reportable segments | 14,979 | 9,059 | 40,328 | 24,267 |
Operating Segments [Member] | SCS [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 43,398 | 36,096 | 122,986 | 111,634 |
Operating income for reportable segments | 3,721 | 3,202 | 10,424 | 9,550 |
Segment Reconciling Items [Member] | ' | ' | ' | ' |
Adjustment for [Abstract] | ' | ' | ' | ' |
Amortization of intangibles | 4,651 | 3,434 | 13,874 | 9,221 |
Corporate and other expense, net | $11,689 | $9,486 | $33,870 | $27,705 |
SHARE_REPURCHASES_Details
SHARE REPURCHASES (Details) (USD $) | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | 17-May-14 |
SHARE REPURCHASES [Abstract] | ' | ' |
Number of shares authorized to repurchase (in shares) | ' | 200,000 |
Authorized repurchase period (in months) | '24 months | ' |
Share repurchased (in shares) | 100,000 | ' |
Value of treasury acquired | $6.80 | ' |