Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | |
Common Stock [Member] | Restricted Stock [Member] | ||
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Entity Registrant Name | 'MRC GLOBAL INC. | ' | ' |
Entity Central Index Key | '0001439095 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 101,949,282 | 234,362 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $30,140 | $25,188 |
Accounts receivable, net | 904,838 | 812,147 |
Inventories, net | 1,053,594 | 971,567 |
Other current assets | 36,895 | 37,091 |
Total current assets | 2,025,467 | 1,845,993 |
Other assets | 27,568 | 30,473 |
Property, plant and equipment, net | 120,650 | 118,923 |
Intangible assets: | ' | ' |
Goodwill, net | 779,513 | 632,284 |
Other intangible assets, net | 767,122 | 708,009 |
Total assets | 3,720,320 | 3,335,682 |
Current liabilities: | ' | ' |
Trade accounts payable | 535,842 | 550,393 |
Accrued expenses and other current liabilities | 150,118 | 124,925 |
Deferred income taxes | 77,686 | 78,844 |
Current portion of long term debt | 7,935 | 7,935 |
Total current liabilities | 771,581 | 762,097 |
Long-term obligations: | ' | ' |
Long-term debt, net | 1,306,292 | 978,899 |
Deferred income taxes | 256,566 | 241,116 |
Other liabilities | 19,750 | 15,302 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.01 par value per share: 500,000 shares authorized, 101,944 and 101,913 issued and outstanding, respectively | 1,019 | 1,019 |
Preferred stock, $0.01 par value per share; 100,000 shares authorized, no shares issued and outstanding | ' | ' |
Additional paid-in capital | 1,646,421 | 1,644,406 |
Retained deficit | -243,215 | -266,735 |
Accumulated other comprehensive loss | -38,094 | -40,422 |
Total stockholders' equity | 1,366,131 | 1,338,268 |
Total liabilities and stockholders' equity | $3,720,320 | $3,335,682 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 101,944,000 | 101,913,000 |
Common stock, shares outstanding | 101,944,000 | 101,913,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements of Income [Abstract] | ' | ' |
Sales | $1,305,679 | $1,305,100 |
Cost of sales | 1,073,547 | 1,058,529 |
Gross profit | 232,132 | 246,571 |
Selling, general and administrative expenses | 171,389 | 160,757 |
Operating income | 60,743 | 85,814 |
Other income (expense): | ' | ' |
Interest expense | -15,148 | -15,302 |
Change in fair value of derivative instruments | -3,563 | 567 |
Other, net | -5,310 | 116 |
Income before income taxes | 36,722 | 71,195 |
Income tax expense | 13,202 | 25,012 |
Net income | $23,520 | $46,183 |
Basic earnings per common share | $0.23 | $0.45 |
Diluted earnings per common share | $0.23 | $0.45 |
Weighted-average common shares, basic | 101,924 | 101,609 |
Weighted-average common shares, diluted | 102,738 | 102,426 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ' | ' |
Net income | $23,520 | $46,183 |
Other comprehensive income (loss) before tax - Foreign currency translation adjustments | 2,352 | -5,473 |
Income tax (expense) benefit related to components of other comprehensive income | -24 | 407 |
Total other comprehensive income (loss), net of tax | 2,328 | -5,066 |
Comprehensive income | $25,848 | $41,117 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net income | $23,520 | $46,183 |
Adjustments to reconcile net income to net cash (used in) provided by operations: | ' | ' |
Depreciation and amortization | 5,177 | 5,392 |
Amortization of intangibles | 15,730 | 13,243 |
Equity-based compensation expense | 1,808 | 1,920 |
Deferred income tax benefit | -6,809 | -4,017 |
Amortization of debt issuance costs | 1,352 | 1,446 |
Increase (decrease) in LIFO reserve | 1,315 | -3,072 |
Change in fair value of derivative instruments | 3,563 | -567 |
Provision for uncollectible accounts | 244 | -907 |
Foreign currency gains | -1,636 | -184 |
Other non-cash items | 783 | 572 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -39,335 | 11,937 |
Inventories | -46,141 | 12,581 |
Income taxes payable | 22,013 | 25,198 |
Other current assets | 4,934 | -6,987 |
Accounts payable | -45,696 | 83,484 |
Accrued expenses and other current liabilities | -15,140 | -11,815 |
Net cash (used in) provided by operations | -74,318 | 174,407 |
Investing activities | ' | ' |
Purchases of property, plant and equipment | -1,957 | -4,890 |
Proceeds from the disposition of property, plant and equipment | 551 | 52 |
Acquisitions, net of cash acquired | -247,201 | ' |
Other investment and notes receivable transactions | -734 | 295 |
Net cash used in investing activities | -249,341 | -4,543 |
Financing activities | ' | ' |
Payments on revolving credit facilities | -451,808 | -544,460 |
Proceeds from revolving credit facilities | 781,114 | 365,167 |
Payments on long term obligations | -1,984 | -1,625 |
Debt issuance costs paid | -90 | -173 |
Proceeds from exercise of stock options | 329 | 1,459 |
Tax (expense) benefit on stock options | -9 | 451 |
Net cash provided by (used in) financing activities | 327,552 | -179,181 |
Increase (decrease) in cash | 3,893 | -9,317 |
Effect of foreign exchange rate on cash | 1,059 | -352 |
Cash -- beginning of period | 25,188 | 37,090 |
Cash -- end of period | 30,140 | 27,421 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 13,509 | 13,648 |
Cash (received) paid for income taxes | ($2,044) | $3,219 |
Background_and_Basis_of_Presen
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Background and Basis of Presentation [Abstract] | ' |
Background and Basis of Presentation | ' |
NOTE 1 – BACKGROUND AND BASIS OF PRESENTATION | |
Business Operations: MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings and related products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia and the Middle East. Our products are obtained from a broad range of suppliers. | |
Basis of Presentation: We have prepared our unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X for interim financial statements. These statements do not include all information and footnotes that generally accepted accounting principles require for complete annual financial statements. However, the information in these statements reflects all normal recurring adjustments which are, in our opinion, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2014. We have derived our condensed consolidated balance sheet as of December 31, 2013 from the audited consolidated financial statements for the year ended December 31, 2013. You should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013. | |
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. | |
Transactions
Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Transactions [Abstract] | ' |
Transactions | ' |
NOTE 2 – TRANSACTIONS | |
In January 2014, we completed the acquisition of Stream AS. Headquartered in Norway, Stream AS (now known as MRC Global Norway) is the leading pipe, valve and fittings distributor and provider of flow control products, solutions and services to the offshore oil and gas industry on the Norwegian Continental Shelf. The purchase price for this acquisition was $260 million including the assumption of certain tax obligations and pension liabilities. Because we recently consummated this transaction, we have not yet finalized the determination of the fair values of certain tangible and intangible assets acquired and liabilities assumed. The amounts currently recorded are based on estimates and are subject to change once the valuation procedures have been completed. | |
In January 2014, we sold our progressive cavity pump (“PCP”) distribution and servicing business to Europump Systems, Inc., our primary supplier of PCP pumps. We believe this divestiture will allow us to focus on our core business of supplying PVF products and services to the energy and industrial markets. We recorded a pre-tax charge of $6.2 million associated with the termination of a related profit sharing agreement during the first quarter of 2014. | |
Inventories
Inventories | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Inventories [Abstract] | ' | |||
Inventories | ' | |||
NOTE 3 – INVENTORIES | ||||
The composition of our inventory is as follows (in thousands): | ||||
March 31, | December 31, | |||
2014 | 2013 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 427,421 | $ 362,449 | ||
Valves, fittings, flanges and all other products | 782,010 | 763,119 | ||
1,209,431 | 1,125,568 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -132,117 | -130,802 | ||
Less: Other inventory reserves | -23,720 | -23,199 | ||
$ 1,053,594 | $ 971,567 | |||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Long-Term Debt [Abstract] | ' | |||
Long-Term Debt | ' | |||
NOTE 4 – LONG-TERM DEBT | ||||
The components of our long-term debt are as follows (in thousands): | ||||
March 31, | December 31, | |||
2014 | 2013 | |||
Senior Secured Term Loan B, net of discount of $4,266 and $4,457 | $ 785,266 | $ 787,059 | ||
Global ABL Facility | 528,849 | 199,630 | ||
Other | 112 | 145 | ||
1,314,227 | 986,834 | |||
Less current portion | 7,935 | 7,935 | ||
$ 1,306,292 | $ 978,899 | |||
Senior Secured Term Loan B: We have a $793.5 million seven-year Senior Secured Term Loan B (the “Term Loan”) which amortizes in equal quarterly installments of 1% per year with the balance payable in November 2019 when the facility matures. Subject to securing additional lender commitments, the Term Loan allows for incremental increases in facility size above $793.5 million up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (as defined under the Term Loan) would not exceed 3.50 to 1.00. This facility is guaranteed by MRC Global Inc. as well as all of its wholly owned U.S. subsidiaries. In addition, it is secured by a second lien on those assets securing our Global ABL Facility (which includes accounts receivable, inventory and related assets) and a first lien on substantially all of our other assets and those of our U.S. subsidiaries, as well as a pledge of all of the capital stock of our domestic subsidiaries and 65% of the capital stock of first tier, non-U.S. subsidiaries. We are required to repay the Term Loan with certain asset sales and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if our senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if our senior secured leverage ratio is no more than 2.50 to 1.00). In addition, the Term Loan contains a number of customary restrictive covenants. | ||||
The interest rate for the Term Loan, including the amortization of original issue discount, was 4.84% and 5.09% as of March 31, 2014 and December 31, 2013, respectively. | ||||
Global ABL Facility: We have a $1.25 billion multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) that matures in March 2017. This facility is comprised of $977 million in revolver commitments in the United States, $170 million in Canada, $12 million in the United Kingdom, $75 million in Australia, $9 million in the Netherlands and $7 million in Belgium. It contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million, subject to securing additional lender commitments. | ||||
MRC Global Inc. and each of its current and future wholly owned material U.S. subsidiaries guarantee the obligations of our borrower subsidiaries under the Global ABL Facility. Additionally, each of our non-U.S. borrower subsidiaries guarantees the obligations of our other non-U.S. borrower subsidiaries under the Global ABL Facility. Outstanding obligations are generally secured by a first priority security interest in accounts receivable, inventory and related assets. | ||||
The interest rate for the Global ABL Facility was 2.24% and 2.12% as of March 31, 2014 and December 31, 2013, respectively. Availability under our Global ABL Facility was $406 million as of March 31, 2014. | ||||
In conjunction with the acquisition of Stream AS, we assumed a credit facility, denominated in Norwegian Krone, comprised of sub-facilities for revolving credit of $28 million, guarantees of $33 million and foreign exchange of $2 million. Shortly after the acquisition closed, the revolving credit and guarantee facilities were reduced to $12 million and $25 million, respectively. Subsequent to March 31, 2014, this facility was renewed for an additional twelve month period with a reduced $7 million revolving credit line and increased guarantee sub-facility of $30 million. The foreign exchange sub-facility remained unchanged at $2 million. This facility is secured by a standby letter of credit drawn against our Global ABL Facility and has no financial maintenance covenants. | ||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Stockholders' Equity [Abstract] | ' | |||
Stockholders' Equity | ' | |||
NOTE 5 – STOCKHOLDERS’ EQUITY | ||||
Stock Options and Restricted Stock | ||||
Our 2011 Omnibus Incentive Plan has 3,250,000 shares reserved for issuance pursuant to the plan. The plan permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based and cash-based awards. Since the adoption of the 2011 Omnibus Incentive Plan, the Company’s Board of Directors has periodically granted stock options and restricted stock to directors and employees, but no other types of awards have been granted under the plan. Options and stock appreciation rights may not be granted at prices less than their fair market value on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs over a three to five year period on the anniversaries of the date specified in the employees’ respective agreements, subject to accelerated vesting under certain circumstances set forth in the option agreements. Vesting for directors generally occurs in one year. In February 2014, 421,405 stock options and 157,800 shares of restricted stock were granted to employees. To date, 2,469,875 shares have been granted to management, members of our Board of Directors and key employees under this plan. We expense the fair value of the stock option grants on a straight-line basis over the vesting period. A Black-Scholes option-pricing model is used to estimate the fair value of the stock options. | ||||
Accumulated Other Comprehensive Loss | ||||
Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in thousands): | ||||
March 31, | December 31, | |||
2014 | 2013 | |||
Currency translation adjustments | $ (37,845) | $ (40,173) | ||
Pension related adjustments | -249 | -249 | ||
Accumulated other comprehensive loss | $ (38,094) | $ (40,422) | ||
Earnings per Share | ||||
Earnings per share are calculated in the table below (in thousands, except per share amounts). | ||||
Three Months Ended | ||||
March 31, | March 31, | |||
2014 | 2013 | |||
Net income | $ 23,520 | $ 46,183 | ||
Average basic shares outstanding | 101,924 | 101,609 | ||
Effect of dilutive securities | 814 | 817 | ||
Average diluted shares outstanding | 102,738 | 102,426 | ||
Net income per share: | ||||
Basic | $ 0.23 | $ 0.45 | ||
Diluted | $ 0.23 | $ 0.45 | ||
Stock options and shares of restricted stock are disregarded in this calculation if they are determined to be anti-dilutive. For the three months ended March 31, 2014 and 2013, we had approximately 1.1 million and 0.6 million anti-dilutive stock options, respectively. There was no anti-dilutive restricted stock for the three months ended March 31, 2014 and 2013. | ||||
Segment_Information
Segment Information | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Segment Information [Abstract] | ' | ||||
Segment Information | ' | ||||
NOTE 6 – SEGMENT INFORMATION | |||||
We operate as three business segments, U.S., Canada and International. Our International segment consists of our operations outside of the U.S. and Canada, principally Europe, Asia, Australasia and the Middle East. These segments represent our business of selling PVF and related products and services to the energy and industrial sectors, across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical processing and general industrials) sectors. | |||||
The following table presents financial information for each segment (in millions): | |||||
Three Months Ended | |||||
March 31, | March 31, | ||||
2014 | 2013 | ||||
Sales | |||||
U.S. | $ 948.0 | $ 965.6 | |||
Canada | 166.2 | 204.5 | |||
International | 191.5 | 135.0 | |||
Consolidated sales | $ 1,305.7 | $ 1,305.1 | |||
Operating income | |||||
U.S. | $ 54.1 | $ 74.2 | |||
Canada | 7.2 | 8.2 | |||
International | -0.6 | 3.4 | |||
Consolidated operating income | 60.7 | 85.8 | |||
Interest expense | -15.1 | -15.3 | |||
Other, net | -8.9 | 0.7 | |||
Income before income taxes | $ 36.7 | $ 71.2 | |||
March 31, | December 31, | ||||
2014 | 2013 | ||||
Total assets | |||||
U.S. | $ 3,001.7 | $ 2,732.3 | |||
Canada | 187.6 | 204.7 | |||
International | 531.0 | 398.7 | |||
Total assets | $ 3,720.3 | $ 3,335.7 | |||
Our sales by product line are as follows (in thousands): | |||||
Three Months Ended | |||||
March 31, | March 31, | ||||
Type | 2014 | 2013 | |||
Energy carbon steel tubular products: | |||||
Line pipe | $ 207,238 | $ 261,625 | |||
Oil country tubular goods (OCTG) | 130,219 | 126,115 | |||
$ 337,457 | $ 387,740 | ||||
Valves, fittings, flanges and other products: | |||||
Valves and specialty products | $ 429,223 | $ 362,718 | |||
Carbon steel fittings and flanges and stainless steel and alloy pipe and fittings | 290,340 | 289,767 | |||
Other | 248,659 | 264,875 | |||
$ 968,222 | $ 917,360 | ||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurements | ' |
NOTE 7 – FAIR VALUE MEASUREMENTS | |
From time to time, we use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies. All of our derivative instruments are freestanding and, accordingly, changes in their fair market value are recorded in earnings. As of March 31, 2014, we do not have any interest rate swap agreements. Foreign exchange forward contracts and options are reported at fair value utilizing Level 2 inputs, as the fair value is based on broker quotes for the same or similar derivative instruments. The total notional amount of our forward foreign exchange contracts and options was approximately $80 million and $331 million at March 31, 2014 and December 31, 2013, respectively. We had approximately $0.7 million recorded as liaiblities and $4.6 million recorded as assets on our consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively. | |
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 $1.314 billion and $0.987 billion at March 31, 2014 and December 31, 2013, respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices. The fair value of our debt was $1.326 billion and $0.997 billion at March 31, 2014 and December 31, 2013, respectively. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 8 – COMMITMENTS AND CONTINGENCIES | |
Litigation | |
Asbestos Claims. We are one of many defendants in lawsuits that plaintiffs have brought seeking damages for personal injuries that exposure to asbestos allegedly caused. Plaintiffs and their family members have brought these lawsuits against a large volume of defendant entities as a result of the defendants’ manufacture, distribution, supply or other involvement with asbestos, asbestos containing-products or equipment or activities that allegedly caused plaintiffs to be exposed to asbestos. These plaintiffs typically assert exposure to asbestos as a consequence of third-party manufactured products that our McJunkin Red Man corporation subsidiary purportedly distributed. As of March 31, 2014, we are named a defendant in approximately 312 lawsuits involving approximately 958 claims. No asbestos lawsuit has resulted in a judgment against us to date, with a majority being settled, dismissed or otherwise resolved. Applicable third-party insurance has substantially covered these claims, and insurance should continue to cover a substantial majority of existing and anticipated future claims. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers for our estimated recovery, to the extent we believe that the amounts of recovery are probable. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote. | |
Other Legal Claims and Proceedings. From time to time, we have been subject to various claims and involved in legal proceedings incidental to the nature of our businesses. We maintain insurance coverage to reduce financial risk associated with certain of these claims and proceedings. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote. | |
Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products that we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for these claims. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and seek our recovery from the manufacturer for our expense. In our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote. | |
Weatherford Claim. In addition to PVF, our Canadian subsidiary, Midfield Supply (“Midfield”), now known as MRC Canada, also distributed progressive cavity pumps and related equipment (“PCPs”) under a distribution agreement with Weatherford Canada Partnership (“Weatherford”) within a certain geographical area located in southern Alberta, Canada. Commencing in late 2005 and into early 2006, Midfield hired new employees, including individuals who left Weatherford, as part of Midfield’s desire to expand its PVF business into northern Alberta. Shortly thereafter, many of these employees left Midfield and formed a PCP manufacturing, distribution and service company named Europump Systems Inc. (“Europump”) in 2006. The distribution agreement with Weatherford expired in 2006. Midfield supplied Europump with PVF products that Europump distributed along with sales of PCP pumps. In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs. | |
Pursuant to a complaint that Weatherford filed on April 11, 2006 in the Court of Queen’s Bench of Alberta, Judicial Bench of Edmonton (Action No. 060304628), Weatherford sued Europump, three of Europump’s part suppliers, Midfield, certain current and former employees of Midfield, as well as other entities related to these parties, asserting a host of claims including breach of contract, breach of fiduciary duty, misappropriation of confidential information related to the PCPs, unlawful interference with economic relations and conspiracy. The Company denies these allegations and contends that Midfield’s expansion and subsequent growth was the result of fair competition. | |
From 2006 through 2012, the case focused largely on Weatherford’s questioning of defense witnesses. In 2013, the defendants began substantive questioning of Weatherford and its witnesses. Discovery is ongoing and expected to last through 2014. | |
Due to ongoing discovery, and the limited information available related to any claimed damages, we cannot reasonably estimate potential loss at this time. The Company believes Weatherford’s claims are without merit and intends to defend against them vigorously. | |
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 been material to our consolidated financial statements. | |
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 subject us to cancellation fees or penalties depending on the terms of the contract. | |
Background_and_Basis_of_Presen1
Background and Basis of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2014 | |
Background and Basis of Presentation [Abstract] | ' |
Business Operations | ' |
Business Operations: MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings and related products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia and the Middle East. Our products are obtained from a broad range of suppliers. | |
Basis of Presentation | ' |
Basis of Presentation: We have prepared our unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X for interim financial statements. These statements do not include all information and footnotes that generally accepted accounting principles require for complete annual financial statements. However, the information in these statements reflects all normal recurring adjustments which are, in our opinion, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2014. We have derived our condensed consolidated balance sheet as of December 31, 2013 from the audited consolidated financial statements for the year ended December 31, 2013. You should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013. | |
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. | |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Inventories [Abstract] | ' | |||
Composition of Inventory | ' | |||
March 31, | December 31, | |||
2014 | 2013 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 427,421 | $ 362,449 | ||
Valves, fittings, flanges and all other products | 782,010 | 763,119 | ||
1,209,431 | 1,125,568 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -132,117 | -130,802 | ||
Less: Other inventory reserves | -23,720 | -23,199 | ||
$ 1,053,594 | $ 971,567 | |||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Long-Term Debt [Abstract] | ' | |||
Components of Long-Term Debt | ' | |||
March 31, | December 31, | |||
2014 | 2013 | |||
Senior Secured Term Loan B, net of discount of $4,266 and $4,457 | $ 785,266 | $ 787,059 | ||
Global ABL Facility | 528,849 | 199,630 | ||
Other | 112 | 145 | ||
1,314,227 | 986,834 | |||
Less current portion | 7,935 | 7,935 | ||
$ 1,306,292 | $ 978,899 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Stockholders' Equity [Abstract] | ' | |||
Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets | ' | |||
March 31, | December 31, | |||
2014 | 2013 | |||
Currency translation adjustments | $ (37,845) | $ (40,173) | ||
Pension related adjustments | -249 | -249 | ||
Accumulated other comprehensive loss | $ (38,094) | $ (40,422) | ||
Earnings Per Share | ' | |||
Three Months Ended | ||||
March 31, | March 31, | |||
2014 | 2013 | |||
Net income | $ 23,520 | $ 46,183 | ||
Average basic shares outstanding | 101,924 | 101,609 | ||
Effect of dilutive securities | 814 | 817 | ||
Average diluted shares outstanding | 102,738 | 102,426 | ||
Net income per share: | ||||
Basic | $ 0.23 | $ 0.45 | ||
Diluted | $ 0.23 | $ 0.45 | ||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Segment Information [Abstract] | ' | ||||
Schedule of Financial Information for Each Segment | ' | ||||
Three Months Ended | |||||
March 31, | March 31, | ||||
2014 | 2013 | ||||
Sales | |||||
U.S. | $ 948.0 | $ 965.6 | |||
Canada | 166.2 | 204.5 | |||
International | 191.5 | 135.0 | |||
Consolidated sales | $ 1,305.7 | $ 1,305.1 | |||
Operating income | |||||
U.S. | $ 54.1 | $ 74.2 | |||
Canada | 7.2 | 8.2 | |||
International | -0.6 | 3.4 | |||
Consolidated operating income | 60.7 | 85.8 | |||
Interest expense | -15.1 | -15.3 | |||
Other, net | -8.9 | 0.7 | |||
Income before income taxes | $ 36.7 | $ 71.2 | |||
March 31, | December 31, | ||||
2014 | 2013 | ||||
Total assets | |||||
U.S. | $ 3,001.7 | $ 2,732.3 | |||
Canada | 187.6 | 204.7 | |||
International | 531.0 | 398.7 | |||
Total assets | $ 3,720.3 | $ 3,335.7 | |||
Schedule of Net Sales by Product Line | ' | ||||
Three Months Ended | |||||
March 31, | March 31, | ||||
Type | 2014 | 2013 | |||
Energy carbon steel tubular products: | |||||
Line pipe | $ 207,238 | $ 261,625 | |||
Oil country tubular goods (OCTG) | 130,219 | 126,115 | |||
$ 337,457 | $ 387,740 | ||||
Valves, fittings, flanges and other products: | |||||
Valves and specialty products | $ 429,223 | $ 362,718 | |||
Carbon steel fittings and flanges and stainless steel and alloy pipe and fittings | 290,340 | 289,767 | |||
Other | 248,659 | 264,875 | |||
$ 968,222 | $ 917,360 | ||||
Transactions_Details
Transactions (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Jan. 31, 2014 |
Stream AS [Member] | ||
Significant Acquisitions and Disposals [Line Items] | ' | ' |
Business acquisition, purchase price | ' | $260 |
Pre-tax charge associated with termination of profit sharing agreement | $6.20 | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | $1,209,431 | $1,125,568 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | -132,117 | -130,802 |
Less: Other inventory reserves | -23,720 | -23,199 |
Inventories, net | 1,053,594 | 971,567 |
Energy Carbon Steel Tubular Products [Member] | ' | ' |
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | 427,421 | 362,449 |
Valves, Fittings, Flanges and All Other Products [Member] | ' | ' |
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | $782,010 | $763,119 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Sub-Facilities [Member] | Sub-Facilities [Member] | Sub-Facilities [Member] | Guarantee Sub-Facility [Member] | Guarantee Sub-Facility [Member] | Guarantee Sub-Facility [Member] | Foreign Exchange Sub-Facility [Member] | Foreign Exchange Sub-Facility [Member] | Senior Secured Term Loan B [Member] | Senior Secured Term Loan B [Member] | Senior Secured Term Loan B [Member] | Senior Secured Term Loan B [Member] | Senior Secured Term Loan B [Member] | |
U.S. [Member] | Canada [Member] | United Kingdom [Member] | Australia [Member] | Netherlands [Member] | Belgium [Member] | Forecast [Member] | Forecast [Member] | Forecast [Member] | Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | Senior Secured Leverage Ratio Is No More Than 2.50 to 1.00 [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $793.50 | ' | ' | ' | ' |
Debt maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' |
Term loan annual amortization percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' |
Debt instrument, maturity date | 31-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Nov-19 | ' | ' | ' | ' |
Term Loan accordion feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | ' | ' |
Senior secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | 2.5 | 3.5 |
Percentage of capital stock in foreign subsidiaries securing Term Loan B | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' |
Repayment of Term Loan, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 0.00% | 50.00% |
Debt instrument, interest rate | ' | ' | ' | ' | ' | ' | ' | 2.24% | 2.12% | ' | ' | ' | ' | ' | ' | ' | ' | 4.84% | 5.09% | ' | ' | ' |
Credit facility, maximum borrowing capacity | 1,250 | 977 | 170 | 12 | 75 | 9 | 7 | ' | ' | 12 | 28 | 7 | 25 | 33 | 30 | 2 | 2 | ' | ' | ' | ' | ' |
Global ABL accordian feature | 300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | $406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Components_of_Lo
Long-Term Debt (Components of Long-Term Debt) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $1,314,227 | $986,834 |
Less current portion | 7,935 | 7,935 |
Long-term debt, net | 1,306,292 | 978,899 |
Senior secured term loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 785,266 | 787,059 |
Original issue discount on senior secured Term Loan B | 4,266 | 4,457 |
Global ABL Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 528,849 | 199,630 |
Other [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $112 | $145 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | |
Director [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Minimum [Member] | Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for Incentive Plan | ' | ' | ' | ' | 3,250,000 | ' | ' | ' | ' | ' | ' |
Maximum term for stock option plan grant | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | '3 years | '5 years |
Stock options issued or granted | ' | ' | ' | ' | 2,469,875 | ' | 421,405 | ' | ' | ' | ' |
Restricted stock issued | ' | ' | ' | ' | ' | ' | ' | ' | 157,800 | ' | ' |
Anti-dilutive securities | 1,100,000 | 600,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Accumulate
Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Stockholders' Equity [Abstract] | ' | ' |
Currency translation adjustments | ($37,845) | ($40,173) |
Pension related adjustments | -249 | -249 |
Accumulated other comprehensive loss | ($38,094) | ($40,422) |
Stockholders_Equity_Earnings_P
Stockholders' Equity (Earnings Per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Net income | $23,520 | $46,183 |
Average basic shares outstanding | 101,924 | 101,609 |
Effect of dilutive securities | 814 | 817 |
Average diluted shares outstanding | 102,738 | 102,426 |
Net income per share: | ' | ' |
Basic | $0.23 | $0.45 |
Diluted | $0.23 | $0.45 |
Segment_Information_Narrative_
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2014 | |
segment | |
Segment Information [Abstract] | ' |
Number of operating segments | 3 |
Segment_Information_Schedule_o
Segment Information (Schedule of Financial Information for Each Segment) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Sales | ' | ' | ' |
Consolidated sales | $1,305,679,000 | $1,305,100,000 | ' |
Operating income | ' | ' | ' |
Consolidated operating income | 60,743,000 | 85,814,000 | ' |
Interest expense | -15,148,000 | -15,302,000 | ' |
Other, net | -8,900,000 | 700,000 | ' |
Income before income taxes | 36,722,000 | 71,195,000 | ' |
Total assets | ' | ' | ' |
Total assets | 3,720,320,000 | ' | 3,335,682,000 |
U.S. [Member] | ' | ' | ' |
Sales | ' | ' | ' |
Consolidated sales | 948,000,000 | 965,600,000 | ' |
Operating income | ' | ' | ' |
Consolidated operating income | 54,100,000 | 74,200,000 | ' |
Total assets | ' | ' | ' |
Total assets | 3,001,700,000 | ' | 2,732,300,000 |
Canada [Member] | ' | ' | ' |
Sales | ' | ' | ' |
Consolidated sales | 166,200,000 | 204,500,000 | ' |
Operating income | ' | ' | ' |
Consolidated operating income | 7,200,000 | 8,200,000 | ' |
Total assets | ' | ' | ' |
Total assets | 187,600,000 | ' | 204,700,000 |
International [Member] | ' | ' | ' |
Sales | ' | ' | ' |
Consolidated sales | 191,500,000 | 135,000,000 | ' |
Operating income | ' | ' | ' |
Consolidated operating income | -600,000 | 3,400,000 | ' |
Total assets | ' | ' | ' |
Total assets | $531,000,000 | ' | $398,700,000 |
Segment_Information_Schedule_o1
Segment Information (Schedule of Net Sales by Product Line) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Energy Carbon Steel Tubular Products [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | $337,457 | $387,740 |
Energy Carbon Steel Tubular Products [Member] | Line Pipe [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | 207,238 | 261,625 |
Energy Carbon Steel Tubular Products [Member] | Oil Country Tubular Goods (OCTG) [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | 130,219 | 126,115 |
Valves, Fittings, Flanges and All Other Products [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | 968,222 | 917,360 |
Valves, Fittings, Flanges and All Other Products [Member] | Valves and Specialty Products [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | 429,223 | 362,718 |
Valves, Fittings, Flanges and All Other Products [Member] | Carbon Steel Fittings and Flanges and Stainless Steel and Alloy Pipe and Fittings [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | 290,340 | 289,767 |
Valves, Fittings, Flanges and All Other Products [Member] | Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales | $248,659 | $264,875 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Long-term Debt [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Carrying value of debt | $1,314 | $987 |
Long-term Debt [Member] | Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of our debt | 1,326 | 997 |
Foreign exchange forward contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notional amount of forward foreign exchange contracts | 80 | 331 |
Foreign exchange forward contracts [Member] | Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of forward foreign exchange contracts and options | $0.70 | $4.60 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | Mar. 31, 2014 |
claim | |
lawsuit | |
Commitments And Contingencies [Abstract] | ' |
Number of lawsuits | 312 |
Asbestos related pending claims | 958 |