Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 21, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001439095 | |
Entity Registrant Name | MRC GLOBAL INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35479 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5956993 | |
Entity Address, Address Line One | Fulbright Tower 1301 McKinney Street, Suite 2300 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77010 | |
City Area Code | 877 | |
Local Phone Number | 294-7574 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | MRC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 82,505,851 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 132 | $ 119 |
Accounts receivable, net | 369 | 319 |
Inventories, net | 504 | 509 |
Other current assets | 24 | 19 |
Total current assets | 1,029 | 966 |
Long-term assets: | ||
Operating lease assets | 195 | 200 |
Property, plant and equipment, net | 98 | 103 |
Other assets | 19 | 19 |
Intangible assets: | ||
Goodwill, net | 264 | 264 |
Other intangible assets, net | 222 | 229 |
Assets, Total | 1,827 | 1,781 |
Current liabilities: | ||
Trade accounts payable | 338 | 264 |
Accrued expenses and other current liabilities | 85 | 94 |
Operating lease liabilities | 35 | 37 |
Current portion of long-term debt | 105 | 4 |
Total current liabilities | 563 | 399 |
Long-term liabilities: | ||
Long-term debt, net | 277 | 379 |
Operating lease liabilities | 181 | 187 |
Deferred income taxes | 71 | 70 |
Other liabilities | 36 | 41 |
Commitments and contingencies | ||
6.5% Series A Convertible Perpetual Preferred Stock, $0.01 par value; authorized 363,000 shares; 363,000 shares issued and outstanding | 355 | 355 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share: 500 million shares authorized, 106,721,847 and 106,315,296 issued, respectively | 1 | 1 |
Additional paid-in capital | 1,742 | 1,739 |
Retained deficit | (790) | (781) |
Less: Treasury stock at cost: 24,216,330 shares | (375) | (375) |
Accumulated other comprehensive loss | (234) | (234) |
Stockholders' Equity Attributable to Parent, Ending Balance | 344 | 350 |
Liabilities and Equity, Total | $ 1,827 | $ 1,781 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Series A Convertible Perpetual Preferred Stock, dividend rate | 6.50% | 6.50% |
Series A Convertible Perpetual Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series A Convertible Perpetual Preferred Stock, shares authorized (in shares) | 363,000 | 363,000 |
Series A Convertible Perpetual Preferred Stock, shares issued (in shares) | 363,000 | 363,000 |
Series A Convertible Perpetual Preferred Stock, shares outstanding (in shares) | 363,000 | 363,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 106,721,847 | 106,315,296 |
Treasury stock, shares (in shares) | 24,216,330 | 24,216,330 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales | $ 609 | $ 794 |
Cost of sales | 506 | 646 |
Gross profit | 103 | 148 |
Selling, general and administrative expenses | 100 | 126 |
Operating income | 3 | 22 |
Other expense: | ||
Interest expense | (6) | (8) |
Other, net | 0 | 0 |
(Loss) income before income taxes | (3) | 14 |
Income tax expense | 0 | 5 |
Net (loss) income | (3) | 9 |
Series A preferred stock dividends | 6 | 6 |
Net (loss) income attributable to common stockholders | $ (9) | $ 3 |
Basic (loss) income per common share (in dollars per share) | $ (0.11) | $ 0.04 |
Diluted (in dollars per share) | $ (0.11) | $ 0.04 |
Weighted-average common shares, basic (in shares) | 82.3 | 81.7 |
Weighted-average common shares, diluted (in shares) | 82.3 | 82.4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net (loss) income | $ (3) | $ 9 |
Other comprehensive (loss) income | ||
Foreign currency translation adjustments | (1) | (21) |
Hedge accounting adjustments, net of tax | 1 | (6) |
Total other comprehensive income (loss), net of tax | 0 | (27) |
Comprehensive loss | $ (3) | $ (18) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 106 | (24) | ||||
Balance at Dec. 31, 2019 | $ 1 | $ 1,731 | $ (483) | $ (375) | $ (232) | $ 642 |
Net (loss) income | 0 | 0 | 9 | 0 | 0 | 9 |
Foreign currency translation | 0 | 0 | 0 | 0 | (21) | (21) |
Hedge accounting adjustments | 0 | 0 | 0 | 0 | (6) | (6) |
Shares withheld for taxes | 0 | (3) | 0 | 0 | 0 | (3) |
Equity-based compensation expense | 0 | 2 | 0 | 0 | 0 | 2 |
Dividends declared on preferred stock | $ 0 | 0 | (6) | $ 0 | 0 | (6) |
Balance (in shares) at Mar. 31, 2020 | 106 | (24) | ||||
Balance at Mar. 31, 2020 | $ 1 | 1,730 | (480) | $ (375) | (259) | 617 |
Balance (in shares) at Dec. 31, 2020 | 106 | (24) | ||||
Balance at Dec. 31, 2020 | $ 1 | 1,739 | (781) | $ (375) | (234) | 350 |
Net (loss) income | 0 | 0 | (3) | 0 | 0 | (3) |
Foreign currency translation | 0 | 0 | 0 | 0 | (1) | (1) |
Hedge accounting adjustments | 0 | 0 | 0 | 0 | 1 | 1 |
Shares withheld for taxes | $ 0 | (2) | 0 | $ 0 | 0 | (2) |
Vesting of stock awards (in shares) | 1 | 0 | ||||
Equity-based compensation expense | $ 0 | 5 | 0 | $ 0 | 0 | 5 |
Dividends declared on preferred stock | $ 0 | 0 | (6) | $ 0 | 0 | (6) |
Balance (in shares) at Mar. 31, 2021 | 107 | (24) | ||||
Balance at Mar. 31, 2021 | $ 1 | $ 1,742 | $ (790) | $ (375) | $ (234) | $ 344 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net (loss) income | $ (3) | $ 9 |
Adjustments to reconcile net (loss) income to net cash provided by operations: | ||
Depreciation and amortization | 5 | 5 |
Amortization of intangibles | 6 | 7 |
Equity-based compensation expense | 5 | 2 |
Deferred income tax benefit | 0 | 1 |
Increase (decrease) in LIFO reserve | 4 | (3) |
Provision for credit losses | 0 | 6 |
Other | 0 | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (50) | (33) |
Inventories | 0 | (4) |
Other current assets | (6) | 2 |
Accounts payable | 75 | 49 |
Accrued expenses and other current liabilities | (12) | (5) |
Net cash provided by operations | 24 | 37 |
Investing activities | ||
Purchases of property, plant and equipment | (2) | (2) |
Other investing activities | 1 | 0 |
Net cash used in investing activities | (1) | (2) |
Financing activities | ||
Payments on revolving credit facilities | (2) | (228) |
Proceeds from revolving credit facilities | 2 | 205 |
Payments on long-term obligations | (1) | (4) |
Dividends paid on preferred stock | (6) | (6) |
Repurchases of shares to satisfy tax withholdings | (2) | (3) |
Net cash used in financing activities | (9) | (36) |
Increase (decrease) in cash | 14 | (1) |
Effect of foreign exchange rate on cash | (1) | (3) |
Cash -- beginning of period | 119 | 32 |
Cash -- end of period | 132 | 28 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 6 | 8 |
Cash paid for income taxes | $ 2 | $ 1 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 Business Operations : ● gas utilities (storage and distribution of natural gas) ● downstream and industrial (crude oil refining and petrochemical and chemical processing and general industrials) ● upstream production (exploration, production and extraction of underground oil and gas) ● midstream pipeline (gathering, processing and transmission of oil and gas) We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian. We obtain products from a broad range of suppliers. Basis of Presentation : 10 01 X not three March 31, 2021 not December 31, 2021. December 31, 2020 December 31, 2020 December 31, 2020 The consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. Recently Issued Accounting Pronouncements : August 2020, 2020 06, Debt – Debt with Conversion and Other Options and Derivative Hedging – Contracts in Entity’s Own Equity (Subtopic 815 40 2020 06" December 15, 2021, 2020 06 In March 2020, 2020 04, Reference Rate Reform (Topic 848 2020 04" March 12, 2020 December 31, 2022. 2020 04 Adoption of New Accounting Standards December 2019, 2019 12, Income Taxes (Topic 740 740 January 1, 2021, not |
Note 2 - Revenue Recognition
Note 2 - Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | NOTE 2 We recognize revenue when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We recognize substantially all of our revenue when products are shipped or delivered to our customers, and payment is due from our customers at the time of billing with a majority of our customers having 30 third Our contracts with customers ordinarily involve performance obligations that are one Contract Balances : Generally, revenue recognition and invoicing occur simultaneously as we transfer control of promised goods or services to our customers. We consider contract assets to be accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain cases, particularly those involving customer-specific documentation requirements, invoicing is delayed until we are able to meet the documentation requirements. In these cases, we recognize a contract asset separate from accounts receivable until those requirements are met, and we are able to invoice the customer. Our contract asset balance associated with these requirements as of March 31, 2021 December 31, 2020 We record contract liabilities, or deferred revenue, when we receive cash payments from customers in advance of our performance, including amounts which are refundable. The deferred revenue balance at March 31, 2021 December 31, 2020 three March 31, 2021 December 31, 2020. three March 31, 2020 December 31, 2019. Disaggregated Revenue The following table presents our revenue disaggregated by revenue source (in millions): Three Months Ended March 31, U.S. Canada International Total 2021: Gas utilities $ 209 $ 1 $ — $ 210 Downstream & industrial 138 4 52 194 Upstream production 68 23 36 127 Midstream pipeline 69 4 5 78 $ 484 $ 32 $ 93 $ 609 2020: Gas utilities $ 199 $ 3 $ — $ 202 Downstream & industrial 190 6 55 251 Upstream production 139 37 46 222 Midstream pipeline 110 4 5 119 $ 638 $ 50 $ 106 $ 794 |
Note 3 - Inventories
Note 3 - Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 The composition of our inventory is as follows (in millions): March 31, December 31, 2021 2020 Finished goods inventory at average cost: Valves, automation, measurement and instrumentation $ 265 $ 279 Carbon steel pipe, fittings and flanges 153 156 All other products 245 229 663 664 Less: Excess of average cost over LIFO cost (LIFO reserve) (140 ) (136 ) Less: Other inventory reserves (19 ) (19 ) $ 504 $ 509 The Company uses the last-in, first December 31, 2020, not three March 31, 2020, No no three March 31, 2021. |
Note 4 - Leases
Note 4 - Leases | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 4 We lease certain distribution centers, warehouses, office space, land and equipment. Substantially all of these leases are classified as operating leases. We recognize lease expense on a straight-line basis over the lease term. Leases with an initial term of 12 not Many of our facility leases include one one not not As most of our leases do not not Expense associated with our operating leases was $9 million for the three March 31, 2021 three March 31, 2020 three March 31, 2021 March 31, 2020. The maturity of lease liabilities is as follows (in millions): Maturity of Operating Lease Liabilities Remainder of 2021 $ 31 2022 35 2023 29 2024 25 2025 20 After 2025 203 Total lease payments 343 Less: Interest (127 ) Present value of lease liabilities $ 216 Amounts maturing after 2025 2049. The term and discount rate associated with leases are as follows: March 31, Operating Lease Term and Discount Rate 2021 Weighted-average remaining lease term (years) 14 Weighted-average discount rate 6.8 % |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Asset Impairment | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 We apply a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) may In 2020, 19 April 2020, second not April 30, 2020. December 31, 2020 March 31, 2021 December 31, 2020. no As a result of the same factors that necessitated an interim impairment test for goodwill, we completed an interim impairment test, as of April 30, 2020, December 31, 2020. March 31, 2021 Our impairment test uses discounted cash flow and multiples of cash earnings valuation techniques, acquisition control premium and valuation comparisons to similar businesses to determine the fair value of a reporting unit. Each of these methods involves Level 3 April 30, 2020, third may As of March 31, 2021, no not three March 31, 2021. |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 6 The components of our long-term debt are as follows (in millions): March 31, December 31, 2021 2020 Senior Secured Term Loan B, net of discount and issuance costs of $2 $ 382 $ 383 Global ABL Facility — — 382 383 Less: Current portion (105 ) (4 ) $ 277 $ 379 Senior Secured Term Loan B : September 2024, first not 1.00. second first first first no 2.75 1.00. first 2.50 1.00. April 2021 December 31, 2020. In March 2020, three March 31, 2020. Global ABL Facility : September 2022. first March 31, 2021 Interest on Borrowings March 31, 2021 December 31, 2020 March 31, December 31, 2021 2020 Senior Secured Term Loan B 4.92 % 4.93 % Global ABL Facility - % - % Weighted average interest rate 4.92 % 4.93 % |
Note 7 - Redeemable Preferred S
Note 7 - Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | NOTE 7 Preferred Stock Issuance In June 2015, June 2018, one six The Preferred Stock is convertible at the option of the holders into shares of common stock at an initial conversion rate of 55.9284 shares of common stock for each share of Preferred Stock, which represents an initial conversion price of $17.88 per share of common stock, subject to adjustment. Effective June 10, 2020, not may not Holders of the Preferred Stock may, $1,000 $1,000 not |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 Equity Compensation Plans Our 2011 April 2015 2019, 2011 no may not ten three no one one 2021 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in millions): March 31, December 31, 2021 2020 Foreign currency translation adjustments $ (223 ) $ (222 ) Hedge accounting adjustments (10 ) (11 ) Pension related adjustments (1 ) (1 ) Accumulated other comprehensive loss $ (234 ) $ (234 ) Earnings per Share Earnings per share are calculated in the table below (in millions, except per share amounts): Three Months Ended March 31, March 31, 2021 2020 Net (loss) income $ (3 ) $ 9 Less: Dividends on Series A Preferred Stock 6 6 Net (loss) income attributable to common stockholders $ (9 ) $ 3 Weighted average basic shares outstanding 82.3 81.7 Effect of dilutive securities - 0.7 Weighted average diluted shares outstanding 82.3 82.4 Net (loss) income per share: Basic $ (0.11 ) $ 0.04 Diluted $ (0.11 ) $ 0.04 Equity awards and shares of Preferred Stock are disregarded in the calculation of diluted earnings per share if they are determined to be anti-dilutive. For the three March 31, 2021 2020 three March 31, 2021 March 31, 2020, |
Note 9 - Segment Information
Note 9 - Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 9 Our business is comprised of three The following table presents financial information for each reportable segment (in millions): Three Months Ended March 31, March 31, 2021 2020 Sales U.S. $ 484 $ 638 Canada 32 50 International 93 106 Consolidated sales $ 609 $ 794 Operating (loss) income U.S. $ (1 ) $ 18 Canada - - International 4 4 Total operating income 3 22 Interest expense (6 ) (8 ) Other, net - - (Loss) income before income taxes $ (3 ) $ 14 March 31, December 31, 2021 2020 Total assets U.S. $ 1,564 $ 1,506 Canada 57 53 International 206 222 Total assets $ 1,827 $ 1,781 Our sales by product line are as follows (in millions): Three Months Ended March 31, March 31, Type 2021 2020 Line pipe $ 65 $ 100 Carbon fittings and flanges 85 115 Total carbon pipe, fittings and flanges 150 215 Valves, automation, measurement and instrumentation 241 323 Gas products 134 134 Stainless steel and alloy pipe and fittings 29 37 General products 55 85 $ 609 $ 794 |
Note 10 - Fair Value Measuremen
Note 10 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 10 From time to time, we use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies. Interest Rate Swap : March 2018, five March 31, 2018, 1 zero We have designated the interest rate swap as an effective cash flow hedge utilizing the guidance under ASU 2017 12. 2 March 31, 2021 December 31, 2020 Foreign Exchange Forward Contracts : 2 not March 31, 2021 December 31, 2020 not March 31, 2021 December 31, 2020 With the exception of long-term debt, the fair values of our financial instruments, including cash and cash equivalents, accounts receivable, trade accounts payable and accrued liabilities approximate carrying value. The carrying value of our debt was $382 million and $383 million at March 31, 2021 December 31, 2020 2 March 31, 2021 December 31, 2020 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 Litigation Asbestos Claims. one third March 31, 2021 No third not Other Legal Claims and Proceedings. not Product Claims. may may Customer Contracts We have contracts and agreements with many of our customers that dictate certain terms of our sales arrangements (pricing, deliverables, etc.). While we make every effort to abide by the terms of these contracts, certain provisions are complex and often subject to varying interpretations. Under the terms of these contracts, our customers have the right to audit our adherence to the contract terms. Historically, any settlements that have resulted from these customer audits have not Purchase Commitments We have purchase obligations consisting primarily of inventory purchases made in the normal course of business to meet operating needs. While our vendors often allow us to cancel these purchase orders without penalty, in certain cases, cancellations may |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation : 10 01 X not three March 31, 2021 not December 31, 2021. December 31, 2020 December 31, 2020 December 31, 2020 The consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements : August 2020, 2020 06, Debt – Debt with Conversion and Other Options and Derivative Hedging – Contracts in Entity’s Own Equity (Subtopic 815 40 2020 06" December 15, 2021, 2020 06 In March 2020, 2020 04, Reference Rate Reform (Topic 848 2020 04" March 12, 2020 December 31, 2022. 2020 04 Adoption of New Accounting Standards December 2019, 2019 12, Income Taxes (Topic 740 740 January 1, 2021, not |
Note 2 - Revenue Recognition (T
Note 2 - Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, U.S. Canada International Total 2021: Gas utilities $ 209 $ 1 $ — $ 210 Downstream & industrial 138 4 52 194 Upstream production 68 23 36 127 Midstream pipeline 69 4 5 78 $ 484 $ 32 $ 93 $ 609 2020: Gas utilities $ 199 $ 3 $ — $ 202 Downstream & industrial 190 6 55 251 Upstream production 139 37 46 222 Midstream pipeline 110 4 5 119 $ 638 $ 50 $ 106 $ 794 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, December 31, 2021 2020 Finished goods inventory at average cost: Valves, automation, measurement and instrumentation $ 265 $ 279 Carbon steel pipe, fittings and flanges 153 156 All other products 245 229 663 664 Less: Excess of average cost over LIFO cost (LIFO reserve) (140 ) (136 ) Less: Other inventory reserves (19 ) (19 ) $ 504 $ 509 |
Note 4 - Leases (Tables)
Note 4 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of Operating Lease Liabilities Remainder of 2021 $ 31 2022 35 2023 29 2024 25 2025 20 After 2025 203 Total lease payments 343 Less: Interest (127 ) Present value of lease liabilities $ 216 |
Lease, Cost [Table Text Block] | March 31, Operating Lease Term and Discount Rate 2021 Weighted-average remaining lease term (years) 14 Weighted-average discount rate 6.8 % |
Note 6 - Long-term Debt (Tables
Note 6 - Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, December 31, 2021 2020 Senior Secured Term Loan B, net of discount and issuance costs of $2 $ 382 $ 383 Global ABL Facility — — 382 383 Less: Current portion (105 ) (4 ) $ 277 $ 379 |
Schedule of Interest Rates on Borrowings [Table Text Block] | March 31, December 31, 2021 2020 Senior Secured Term Loan B 4.92 % 4.93 % Global ABL Facility - % - % Weighted average interest rate 4.92 % 4.93 % |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | March 31, December 31, 2021 2020 Foreign currency translation adjustments $ (223 ) $ (222 ) Hedge accounting adjustments (10 ) (11 ) Pension related adjustments (1 ) (1 ) Accumulated other comprehensive loss $ (234 ) $ (234 ) |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, March 31, 2021 2020 Net (loss) income $ (3 ) $ 9 Less: Dividends on Series A Preferred Stock 6 6 Net (loss) income attributable to common stockholders $ (9 ) $ 3 Weighted average basic shares outstanding 82.3 81.7 Effect of dilutive securities - 0.7 Weighted average diluted shares outstanding 82.3 82.4 Net (loss) income per share: Basic $ (0.11 ) $ 0.04 Diluted $ (0.11 ) $ 0.04 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, March 31, 2021 2020 Sales U.S. $ 484 $ 638 Canada 32 50 International 93 106 Consolidated sales $ 609 $ 794 Operating (loss) income U.S. $ (1 ) $ 18 Canada - - International 4 4 Total operating income 3 22 Interest expense (6 ) (8 ) Other, net - - (Loss) income before income taxes $ (3 ) $ 14 March 31, December 31, 2021 2020 Total assets U.S. $ 1,564 $ 1,506 Canada 57 53 International 206 222 Total assets $ 1,827 $ 1,781 |
Schedule of Net Sales by Product Line [Table Text Block] | Three Months Ended March 31, March 31, Type 2021 2020 Line pipe $ 65 $ 100 Carbon fittings and flanges 85 115 Total carbon pipe, fittings and flanges 150 215 Valves, automation, measurement and instrumentation 241 323 Gas products 134 134 Stainless steel and alloy pipe and fittings 29 37 General products 55 85 $ 609 $ 794 |
Note 2 - Revenue Recognition (D
Note 2 - Revenue Recognition (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Total | $ 11 | $ 17 | |
Contract with Customer, Liability, Total | 5 | $ 6 | |
Contract with Customer, Liability, Revenue Recognized | $ 3 | $ 2 |
Note 2 - Revenue Recognition -
Note 2 - Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 609 | $ 794 | $ 609 | $ 794 |
Gas Utilities [Member] | ||||
Sales | 210 | 202 | ||
Downstream [Member] | ||||
Sales | 194 | 251 | ||
Upstream [Member] | ||||
Sales | 127 | 222 | ||
Midstream [Member] | ||||
Sales | 78 | 119 | ||
UNITED STATES | ||||
Sales | 484 | 638 | ||
UNITED STATES | Gas Utilities [Member] | ||||
Sales | 209 | 199 | ||
UNITED STATES | Downstream [Member] | ||||
Sales | 138 | 190 | ||
UNITED STATES | Upstream [Member] | ||||
Sales | 68 | 139 | ||
UNITED STATES | Midstream [Member] | ||||
Sales | 69 | 110 | ||
CANADA | ||||
Sales | 32 | 50 | ||
CANADA | Gas Utilities [Member] | ||||
Sales | 1 | 3 | ||
CANADA | Downstream [Member] | ||||
Sales | 4 | 6 | ||
CANADA | Upstream [Member] | ||||
Sales | 23 | 37 | ||
CANADA | Midstream [Member] | ||||
Sales | 4 | 4 | ||
International [Member] | ||||
Sales | 93 | 106 | ||
International [Member] | Gas Utilities [Member] | ||||
Sales | 0 | 0 | ||
International [Member] | Downstream [Member] | ||||
Sales | 52 | 55 | ||
International [Member] | Upstream [Member] | ||||
Sales | 36 | 46 | ||
International [Member] | Midstream [Member] | ||||
Sales | $ 5 | $ 5 |
Note 3 - Inventories (Details T
Note 3 - Inventories (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Inventory, LIFO Reserve, Period Charge | $ 3 |
Note 3 - Inventories - Inventor
Note 3 - Inventories - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Finished goods inventory at average cost | $ 663 | $ 664 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | (140) | (136) |
Less: Other inventory reserves | (19) | (19) |
Inventory, Net, Total | 504 | 509 |
Valves, Automation, Measurement and Instrumentation [Member] | ||
Finished goods inventory at average cost | 265 | 279 |
Carbon Steel Pipe, Fittings and Flanges [Member] | ||
Finished goods inventory at average cost | 153 | 156 |
All Other Products [Member] | ||
Finished goods inventory at average cost | $ 245 | $ 229 |
Note 4 - Leases (Details Textua
Note 4 - Leases (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Lease, Expense | $ 9 | $ 10 |
Operating Lease, Payments | $ 11 | $ 11 |
Minimum [Member] | ||
Lessee, Operating Lease, Renewal Term (Year) | 1 year | |
Maximum [Member] | ||
Lessee, Operating Lease, Renewal Term (Year) | 15 years | |
Lessee, Operating Lease, Term of Contract (Year) | 30 years |
Note 4 - Leases - Maturity of L
Note 4 - Leases - Maturity of Lease Liabilities (Details) $ in Millions | Mar. 31, 2021USD ($) |
Remainder of 2021 | $ 31 |
2022 | 35 |
2023 | 29 |
2024 | 25 |
2025 | 20 |
After 2025 | 203 |
Total lease payments | 343 |
Less: Interest | (127) |
Present value of lease liabilities | $ 216 |
Note 4 - Leases - Term and Disc
Note 4 - Leases - Term and Discount Rate Associated with Leases (Details) | Mar. 31, 2021 |
Weighted-average remaining lease term (Year) | 14 years |
Weighted-average discount rate | 6.80% |
Note 5 - Goodwill and Intangi_2
Note 5 - Goodwill and Intangible Asset Impairment (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Apr. 30, 2020 | |
Goodwill, Impairment Loss | $ 217,000 | ||
Goodwill, Ending Balance | $ 264,000 | 264,000 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 25,000 | ||
Indefinite-Lived Trade Names | 107,000 | ||
Goodwill and Intangible Asset Impairment, Total | 0 | ||
Minimum [Member] | Measurement Input, Discount Rate [Member] | |||
Reporting Units, Measurement Input | 0.0975 | ||
Maximum [Member] | Measurement Input, Discount Rate [Member] | |||
Reporting Units, Measurement Input | 0.1125 | ||
UNITED STATES | |||
Goodwill, Impairment Loss | 177,000 | ||
Goodwill, Ending Balance | 264,000 | 264,000 | |
International [Member] | |||
Goodwill, Impairment Loss | $ 40,000 | ||
Goodwill, Ending Balance | 0 | ||
CANADA | |||
Goodwill, Ending Balance | $ 0 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) $ in Millions | May 01, 2018USD ($) | Apr. 30, 2021USD ($) | Mar. 31, 2020USD ($) | May 31, 2018USD ($) | Mar. 31, 2021USD ($) |
Global ABL Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 800 | ||||
Line of Credit Facility, Additional Borrowing Capacity subject to Additional Commitments | 200 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 395 | ||||
Global ABL Facility [Member] | UNITED STATES | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 675 | ||||
Global ABL Facility [Member] | CANADA | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 65 | ||||
Global ABL Facility [Member] | NORWAY | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 18 | ||||
Global ABL Facility [Member] | AUSTRALIA | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 15 | ||||
Global ABL Facility [Member] | NETHERLANDS | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 13 | ||||
Global ABL Facility [Member] | UNITED KINGDOM | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 7 | ||||
Global ABL Facility [Member] | BELGIUM | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 7 | ||||
Senior Secured Term Loan B [Member] | |||||
Extinguishment of Debt, Amount | $ 3 | ||||
Repayments of Long-term Debt, Total | $ 2 | ||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1 | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | |||||
Debt Instrument, Face Amount | $ 400 | ||||
Senior Secured Term Loan Maximum Borrowing Capacity | $ 200 | ||||
Term Loan Senior Secured Leverage Ratio | 4 | ||||
Percentage Of Capital Stock In Foreign Subsidiaries | 65.00% | ||||
Repayment Percentage Requirement Based on Excess Cash Flow and Leverage Ratio No More Than 2.75 | 25.00% | ||||
Repayment Percentage Requirement Based on Excess Cash Flow and Leverage Ratio Less Than or Equal 2.50 | 0.00% | ||||
Debt Instrument, Covenant, Net Leverage Ratio, Maximum Unrestricted Cash | $ 75 | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | Forecast [Member] | |||||
Debt Instrument, Excess Cash Flow Fee | $ 105 | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | Maximum [Member] | |||||
Repayment Percentage Requirement Based on Excess Cash Flow and Leverage Ratio | 50.00% | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | Base Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Secured Debt [Member] | Senior Secured Term Loan B [Member] | Measurement Input, Prepayment Rate [Member] | |||||
Debt Instrument, Measurement Input | 0.01 |
Note 6 - Long-term Debt - Compo
Note 6 - Long-term Debt - Components of Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term debt | $ 382 | $ 383 |
Less: Current portion | (105) | (4) |
Long-term Debt, Excluding Current Maturities, Total | 277 | 379 |
Global ABL Facility [Member] | ||
Long-term debt | 0 | 0 |
Secured Debt [Member] | ||
Long-term debt | $ 382 | $ 383 |
Note 6 - Long-term Debt - Inter
Note 6 - Long-term Debt - Interest on Borrowings (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Senior Secured Term Loan B and Global ABL Facility [Member] | ||
Weighted average interest rate | 4.92% | 4.93% |
Global ABL Facility [Member] | ||
Weighted average interest rate | 0.00% | 0.00% |
Senior Secured Term Loan B [Member] | ||
Weighted average interest rate | 4.92% | 4.93% |
Note 7 - Redeemable Preferred_2
Note 7 - Redeemable Preferred Stock (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity, Shares Issued (in shares) | 363,000 | 363,000 | |
Temporary Equity, Dividend Rate, Percentage | 6.50% | 6.50% | |
Series A Preferred Stock [Member] | |||
Temporary Equity, Shares Issued (in shares) | 363,000 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock, Before Issuance Costs | $ 363 | ||
Temporary Equity, Redemption Price Per Share (in dollars per share) | $ 1,000 | ||
Temporary Equity, Dividend Rate, Percentage | 6.50% | ||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 55.9284 | ||
Convertible Preferred Stock, Initial Conversion Price (in dollars per share) | $ 17.88 | ||
Convertible Preferred Stock, Redemption Option, Percentage of Par Value | 105.00% | ||
Convertible Preferred Stock, Common Stock as Percentage of Conversion Price | 150.00% |
Note 8 - Stockholders' Equity_2
Note 8 - Stockholders' Equity (Details Textual) - shares | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2019 | Apr. 30, 2015 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,200,000 | 3,400,000 | |||
The 2011 Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 3,250,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 2,500,000 | 4,250,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 10,833,037 | ||||
The 2011 Omnibus Incentive Plan [Member] | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 366,799 | ||||
The 2011 Omnibus Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | ||||
The 2011 Omnibus Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 934,595 | ||||
The 2011 Omnibus Incentive Plan [Member] | Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | ||||
The 2011 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||
The 2011 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years |
Note 8 - Stockholders' Equity -
Note 8 - Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated other comprehensive loss | $ 344 | $ 350 | $ 617 | $ 642 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated other comprehensive loss | (223) | (222) | ||
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | ||||
Accumulated other comprehensive loss | (10) | (11) | ||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Accumulated other comprehensive loss | (1) | (1) | ||
AOCI Attributable to Parent [Member] | ||||
Accumulated other comprehensive loss | $ (234) | $ (234) | $ (259) | $ (232) |
Note 8 - Stockholders' Equity_3
Note 8 - Stockholders' Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net (loss) income | $ (3) | $ 9 |
Less: Dividends on Series A Preferred Stock | 6 | 6 |
Net (loss) income attributable to common stockholders | $ (9) | $ 3 |
Weighted average basic shares outstanding (in shares) | 82.3 | 81.7 |
Effect of dilutive securities (in shares) | 0 | 0.7 |
Weighted average diluted shares outstanding (in shares) | 82.3 | 82.4 |
Basic (in dollars per share) | $ (0.11) | $ 0.04 |
Diluted (in dollars per share) | $ (0.11) | $ 0.04 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2021 | |
Number of Operating Segments | 3 |
Number of Reportable Segments | 3 |
Note 9 - Segment Information -
Note 9 - Segment Information - Financial Information for Each Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 609 | $ 794 | $ 609 | $ 794 |
Operating income (loss) | 3 | 22 | ||
Interest expense | (6) | (8) | ||
Other, net | 0 | 0 | ||
(Loss) income before income taxes | (3) | 14 | ||
Total assets | 1,827 | 1,781 | ||
United States [Member] | ||||
Sales | 484 | 638 | ||
Operating income (loss) | (1) | 18 | ||
Total assets | 1,564 | 1,506 | ||
Canada [Member] | ||||
Sales | 32 | 50 | ||
Operating income (loss) | 0 | 0 | ||
Total assets | 57 | 53 | ||
International [Member] | ||||
Sales | 93 | 106 | ||
Operating income (loss) | 4 | $ 4 | ||
Total assets | $ 206 | $ 222 |
Note 9 - Segment Information _2
Note 9 - Segment Information - Sales by Product Line (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 609 | $ 794 | $ 609 | $ 794 |
Line Pipe [Member] | ||||
Sales | 65 | 100 | ||
Carbon Fittings and Flanges [Member] | ||||
Sales | 85 | 115 | ||
Carbon Pipe, Fittings and Flanges [Member] | ||||
Sales | 150 | 215 | ||
Valves, Automation, Measurement and Instrumentation [Member] | ||||
Sales | 241 | 323 | ||
Gas Products [Member] | ||||
Sales | 134 | 134 | ||
Stainless Steel and Alloy Pipe and Fittings [Member] | ||||
Sales | 29 | 37 | ||
General Oilfield Products [Member] | ||||
Sales | $ 55 | $ 85 |
Note 10 - Fair Value Measurem_2
Note 10 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt, Gross | $ 382,000 | $ 383,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Long-term Debt, Fair Value | 380,000 | 372,000 | |
Interest Rate Swap [Member] | |||
Derivative, Term of Contract (Year) | 5 years | ||
Derivative, Notional Amount | $ 250,000 | ||
Derivative, Fixed Interest Rate | 2.7145% | ||
Derivative, Fair Value, Net, Total | (12,000) | (14,000) | |
Derivative Liability, Total | $ 0 | ||
Foreign Exchange Contract [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative, Notional Amount | $ 1,000 | $ 3,000 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) | Mar. 31, 2021 |
Number of Lawsuits Filed | 578 |
Loss Contingency, Pending Claims, Number, Ending Balance | 1,152 |