Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 24, 2015 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | MRC GLOBAL INC. | |
Entity Central Index Key | 1439095 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 102,142,881 | |
Restricted Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 703,142 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $49,280 | $25,064 |
Accounts receivable, net | 849,949 | 974,454 |
Inventories, net | 1,175,614 | 1,186,946 |
Other current assets | 38,868 | 35,698 |
Total current assets | 2,113,711 | 2,222,162 |
Other assets | 28,789 | 28,534 |
Property, plant and equipment, net | 111,166 | 116,001 |
Intangible assets: | ||
Goodwill, net | 788,805 | 806,006 |
Other intangible assets, net | 677,939 | 701,118 |
Total assets | 3,720,410 | 3,873,821 |
Current liabilities: | ||
Trade accounts payable | 521,617 | 538,943 |
Accrued expenses and other current liabilities | 140,549 | 167,825 |
Deferred income taxes | 68,037 | 69,435 |
Current portion of long term debt | 7,935 | 7,935 |
Total current liabilities | 738,138 | 784,138 |
Long-term obligations: | ||
Long-term debt, net | 1,365,351 | 1,445,709 |
Deferred income taxes | 219,194 | 223,705 |
Other liabilities | 22,551 | 23,054 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share: 500,000 shares authorized, 102,143 and 102,095 issued and outstanding, respectively | 1,022 | 1,022 |
Preferred stock, $0.01 par value per share; 100,000 shares authorized, no shares issued and outstanding | ||
Additional paid-in capital | 1,657,742 | 1,655,696 |
Retained deficit | -93,560 | -122,625 |
Accumulated other comprehensive loss | -190,028 | -136,878 |
Total stockholders' equity | 1,375,176 | 1,397,215 |
Total liabilities and stockholders' equity | $3,720,410 | $3,873,821 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, shares issued | 0.01 | |
Common stock, shares outstanding | 102,143 | 102,095 |
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, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Income [Abstract] | ||
Sales | $1,292,290 | $1,305,679 |
Cost of sales | 1,072,368 | 1,073,547 |
Gross profit | 219,922 | 232,132 |
Selling, general and administrative expenses | 159,448 | 171,389 |
Operating income | 60,474 | 60,743 |
Other expense: | ||
Interest expense | -14,596 | -15,148 |
Change in fair value of derivative instruments | -743 | -3,563 |
Other, net | -3,676 | -8,873 |
Income before income taxes | 42,202 | 36,722 |
Income tax expense | 13,137 | 13,202 |
Net income | $29,065 | $23,520 |
Basic earnings per common share | $0.28 | $0.23 |
Diluted earnings per common share | $0.28 | $0.23 |
Weighted-average common shares, basic | 102,116 | 101,924 |
Weighted-average common shares, diluted | 102,241 | 102,738 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $29,065 | $23,520 |
Other comprehensive (loss) income - Foreign currency translation adjustments | -53,150 | 2,328 |
Comprehensive (loss) income | ($24,085) | $25,848 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net income | $29,065 | $23,520 |
Adjustments to reconcile net income to net cash (used in) provided by operations: | ||
Depreciation and amortization | 5,108 | 5,177 |
Amortization of intangibles | 15,879 | 15,730 |
Equity-based compensation expense | 2,456 | 1,808 |
Deferred income tax benefit | -8,040 | -6,809 |
Amortization of debt issuance costs | 1,148 | 1,352 |
(Decrease) increase in LIFO reserve | -237 | 1,315 |
Change in fair value of derivative instruments | 743 | 3,563 |
Provision for uncollectible accounts | 1,153 | 244 |
Foreign currency losses (gains) | 4,155 | -1,636 |
Other non-cash items | 804 | 783 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 103,160 | -39,335 |
Inventories | -8,612 | -46,141 |
Income taxes payable | 11,151 | 22,013 |
Other current assets | -4,277 | 4,934 |
Accounts payable | -6,007 | -45,696 |
Accrued expenses and other current liabilities | -32,025 | -15,140 |
Net cash provided by (used in) operations | 115,624 | -74,318 |
Investing activities | ||
Purchases of property, plant and equipment | -4,410 | -1,957 |
Proceeds from the disposition of property, plant and equipment | 492 | 551 |
Acquisitions, net of cash acquired | -247,201 | |
Other investment and notes receivable transactions | -2,922 | -734 |
Net cash used in investing activities | -6,840 | -249,341 |
Financing activities | ||
Payments on revolving credit facilities | -321,564 | -451,808 |
Proceeds from revolving credit facilities | 243,250 | 781,114 |
Payments on long term obligations | -1,984 | -1,984 |
Debt issuance costs paid | -90 | |
Proceeds from exercise of stock options | 84 | 329 |
Tax benefit on stock options | -9 | |
Other | -109 | |
Net cash (used in) provided by financing activities | -80,323 | 327,552 |
Increase in cash | 28,461 | 3,893 |
Effect of foreign exchange rate on cash | -4,245 | 1,059 |
Cash -- beginning of period | 25,064 | 25,188 |
Cash -- end of period | 49,280 | 30,140 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 13,543 | 13,509 |
Cash paid (received) for income taxes | $10,342 | ($2,044) |
Background_and_Basis_of_Presen
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
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 (“PVF”) 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, the Middle East and Kazakhstan. 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, 2015 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2015. We have derived our condensed consolidated balance sheet as of December 31, 2014 from the audited consolidated financial statements for the year ended December 31, 2014. You should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014. | |
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. | |
Recent Accounting Pronouncements: In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2015. We expect to the adopt this guidance in 2016. As of March 31, 2015, our debt issuance costs totaled $16.8 million, which is reported in other assets. | |
Inventories
Inventories | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Inventories [Abstract] | ||||
Inventories | NOTE 2 – INVENTORIES | |||
The composition of our inventory is as follows (in thousands): | ||||
March 31, | December 31, | |||
2015 | 2014 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 528,684 | $ 497,146 | ||
Valves, fittings, flanges and all other products | 813,606 | 857,063 | ||
1,342,290 | 1,354,209 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -142,425 | -142,662 | ||
Less: Other inventory reserves | -24,251 | -24,601 | ||
$ 1,175,614 | $ 1,186,946 | |||
Our inventory quantities are expected to be reduced for the year, resulting in a liquidation of a last-in, first out (“LIFO”) inventory layer that was carried at a lower cost prevailing from a prior year, as compared with current costs in the current year (a “LIFO decrement”). A LIFO decrement results in the erosion of layers created in earlier years, and, therefore, a LIFO layer is not created for years that have decrements. For the three months ended March 31, 2015, the effect of this LIFO decrement decreased cost of sales by approximately $0.3 million. There was no LIFO decrement in 2014. | ||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Long-Term Debt [Abstract] | ||||
Long-Term Debt | ||||
NOTE 3 – LONG-TERM DEBT | ||||
The components of our long-term debt are as follows (in thousands): | ||||
March 31, | December 31, | |||
2015 | 2014 | |||
Senior Secured Term Loan B, net of discount of $3,502 and $3,693 | $ 778,095 | $ 779,888 | ||
Global ABL Facility | 595,171 | 673,716 | ||
Other | 20 | 40 | ||
1,373,286 | 1,453,644 | |||
Less: Current portion | 7,935 | 7,935 | ||
$ 1,365,351 | $ 1,445,709 | |||
Senior Secured Term Loan B: We have a $793.5 million seven-year Senior Secured Term Loan B (the “Term Loan”) the principal amount of 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. McJunkin Red Man Corporation is the borrower under this facility, which 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 the assets securing our Global ABL Facility (which includes accounts receivable, inventory and related assets) and a first lien on substantially all of the other assets of MRC Global Inc. and those of its 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 5.10% as of March 31, 2015 and 5.10% at December 31, 2014. | ||||
Global ABL Facility: We have a $1.05 billion multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) that matures in July 2019. This facility is comprised of $977 million in revolver commitments in the United States, $30 million in Norway, $20 million in Canada, $5 million in the United Kingdom, $10 million in Australia, $4 million in the Netherlands and $4 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 1.74% and 1.84% as of March 31, 2015 and December 31, 2014, respectively. Excess Availability, as defined under our Global ABL Facility, was $386.3 million as of March 31, 2015. | ||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Stockholders' Equity [Abstract] | ||||
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY | |||
Stock Options and Restricted Stock | ||||
Our 2011 Omnibus Incentive Plan originally had 3,250,000 shares reserved for issuance under the plan. In April 2015, our shareholders approved an additional 4,250,000 shares for reservation for issuance under 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, restricted stock awards, restricted stock units and performance-based stock units to directors and employees. Options and stock appreciation rights may not be granted at prices less than the fair market value of our common stock on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs ratably over a three to five year period on the anniversaries of the date specified in the employees’ respective stock option, restricted stock award, restricted stock unit and performance award agreements, subject to accelerated vesting under certain circumstances set forth in the agreements. Vesting for directors generally occurs on the one-year anniversary of the grant date. In February 2015, 514,805 shares of restricted stock, 195,082 performance unit awards and 72,259 of restricted units were granted to employees. To date, before consideration of forfeitures, 3,301,436 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, | |||
2015 | 2014 | |||
Currency translation adjustments | $ (189,415) | $ (136,265) | ||
Pension related adjustments | -613 | -613 | ||
Accumulated other comprehensive loss | $ (190,028) | $ (136,878) | ||
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, | |||
2015 | 2014 | |||
Net income | $ 29,065 | $ 23,520 | ||
Average basic shares outstanding | 102,116 | 101,924 | ||
Effect of dilutive securities | 125 | 814 | ||
Average diluted shares outstanding | 102,241 | 102,738 | ||
Net income per share: | ||||
Basic | $ 0.28 | $ 0.23 | ||
Diluted | $ 0.28 | $ 0.23 | ||
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, 2015 and 2014, we had approximately 3.9 million and 1.1 million anti-dilutive stock options, respectively. There was no anti-dilutive restricted stock for the three months ended | ||||
March 31, 2015 and 2014. | ||||
Segment_Information
Segment Information | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Segment Information [Abstract] | |||||
Segment Information | NOTE 5 – 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. 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, | ||||
2015 | 2014 | ||||
Sales | |||||
U.S. | $ 971.8 | $ 948.0 | |||
Canada | 119.4 | 166.2 | |||
International | 201.1 | 191.5 | |||
Sales | $ 1,292.3 | $ 1,305.7 | |||
Operating income | |||||
U.S. | $ 51.8 | $ 54.1 | |||
Canada | 5.4 | 7.2 | |||
International | 3.3 | -0.6 | |||
Operating income | 60.5 | 60.7 | |||
Interest expense | -14.6 | -15.1 | |||
Other, net | -3.7 | -8.9 | |||
Income before income taxes | $ 42.2 | $ 36.7 | |||
March 31, | December 31, | ||||
2015 | 2014 | ||||
Total assets | |||||
U.S. | $ 3,039.7 | $ 3,111.9 | |||
Canada | 166.5 | 204.1 | |||
International | 514.2 | 557.8 | |||
Total assets | $ 3,720.4 | $ 3,873.8 | |||
Our sales by product line are as follows (in thousands): | |||||
Three Months Ended | |||||
March 31, | March 31, | ||||
Type | 2015 | 2014 | |||
Energy carbon steel tubular products: | |||||
Line pipe | $ 266,082 | $ 207,238 | |||
Oil country tubular goods (OCTG) | 105,663 | 130,219 | |||
$ 371,745 | $ 337,457 | ||||
Valves, fittings, flanges and other products: | |||||
Valves and specialty products | $ 411,223 | $ 429,223 | |||
Carbon steel fittings and flanges and stainless steel and alloy pipe and fittings | 269,359 | 290,340 | |||
Other | 239,963 | 248,659 | |||
$ 920,545 | $ 968,222 | ||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 6 – 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, 2015, 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 $52.3 million and $77.9 million at March 31, 2015 and December 31, 2014, respectively. We had approximatey $0.6 million and $1.6 million recorded as assets on our consolidated balance sheets as of March 31, 2015 and December 31, 2014, 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 $1.373 billion and $1.454 billion at March 31, 2015 and December 31, 2014, 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 $1.348 billion and $1.407 billion at March 31, 2015 and December 31, 2014, respectively. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | |
NOTE 7– 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, 2015, we are named a defendant in approximately 421 lawsuits involving approximately 1,059 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 Global ULC, 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. In late 2005 and early 2006, Midfield hired new employees, including former Weatherford employees, 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 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, and other related entities, 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 late 2015. | |
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 them vigorously. | |
SKF Claim. On February 19, 2013, in the United States District Court for the District of Delaware, SKF USA Inc. (a subsidiary of SKF AB, a Swedish company) sued McJunkin Red Man Corporation and MRC Global Inc. for trademark infringement unfair competition, unjust enrichment, federal cybersquatting, and related claims. SKF alleged that the Company, through its use of the red "MRC" block letters, was willfully infringing on SKF's use of a similar mark which SKF uses to market bearings. SKF claimed first use of this mark and requested an injunction to prohibit the Company from using “MRC.” The Company has used the MRC letters for years without any known or identifiable actual confusion and, therefore, the Company denied SKF’s allegations and further alleged there is no likelihood of confusion as to the source of the products and the distribution services provided by the Company. The Company asserted several affirmative defenses and also counter-claims for misrepresentation, unfair competition, and interference with business opportunities. | |
After the parties completed the discovery phase, and before trial was scheduled to begin on March 9, 2015, the parties agreed to settlement terms and are working to execute a formal settlement agreement that will include a joint stipulation of dismissal. Under the settlement terms, the Company’s resolution of this lawsuit does not have a material adverse effect on our consolidated financial statements. | |
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, 2015 | |
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 (“PVF”) 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, the Middle East and Kazakhstan. 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, 2015 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2015. We have derived our condensed consolidated balance sheet as of December 31, 2014 from the audited consolidated financial statements for the year ended December 31, 2014. You should read these condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014. | |
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 Standards | Recent Accounting Pronouncements: In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2015. We expect to the adopt this guidance in 2016. As of March 31, 2015, our debt issuance costs totaled $16.8 million, which is reported in other assets. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Inventories [Abstract] | ||||
Composition of Inventory | ||||
March 31, | December 31, | |||
2015 | 2014 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 528,684 | $ 497,146 | ||
Valves, fittings, flanges and all other products | 813,606 | 857,063 | ||
1,342,290 | 1,354,209 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -142,425 | -142,662 | ||
Less: Other inventory reserves | -24,251 | -24,601 | ||
$ 1,175,614 | $ 1,186,946 | |||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Long-Term Debt [Abstract] | ||||
Components of Long-Term Debt | ||||
March 31, | December 31, | |||
2015 | 2014 | |||
Senior Secured Term Loan B, net of discount of $3,502 and $3,693 | $ 778,095 | $ 779,888 | ||
Global ABL Facility | 595,171 | 673,716 | ||
Other | 20 | 40 | ||
1,373,286 | 1,453,644 | |||
Less: Current portion | 7,935 | 7,935 | ||
$ 1,365,351 | $ 1,445,709 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Stockholders' Equity [Abstract] | ||||
Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets | ||||
March 31, | December 31, | |||
2015 | 2014 | |||
Currency translation adjustments | $ (189,415) | $ (136,265) | ||
Pension related adjustments | -613 | -613 | ||
Accumulated other comprehensive loss | $ (190,028) | $ (136,878) | ||
Earnings Per Share | ||||
Three Months Ended | ||||
March 31, | March 31, | |||
2015 | 2014 | |||
Net income | $ 29,065 | $ 23,520 | ||
Average basic shares outstanding | 102,116 | 101,924 | ||
Effect of dilutive securities | 125 | 814 | ||
Average diluted shares outstanding | 102,241 | 102,738 | ||
Net income per share: | ||||
Basic | $ 0.28 | $ 0.23 | ||
Diluted | $ 0.28 | $ 0.23 | ||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Segment Information [Abstract] | |||||
Schedule of Financial Information for Each Segment | |||||
Three Months Ended | |||||
March 31, | March 31, | ||||
2015 | 2014 | ||||
Sales | |||||
U.S. | $ 971.8 | $ 948.0 | |||
Canada | 119.4 | 166.2 | |||
International | 201.1 | 191.5 | |||
Sales | $ 1,292.3 | $ 1,305.7 | |||
Operating income | |||||
U.S. | $ 51.8 | $ 54.1 | |||
Canada | 5.4 | 7.2 | |||
International | 3.3 | -0.6 | |||
Operating income | 60.5 | 60.7 | |||
Interest expense | -14.6 | -15.1 | |||
Other, net | -3.7 | -8.9 | |||
Income before income taxes | $ 42.2 | $ 36.7 | |||
March 31, | December 31, | ||||
2015 | 2014 | ||||
Total assets | |||||
U.S. | $ 3,039.7 | $ 3,111.9 | |||
Canada | 166.5 | 204.1 | |||
International | 514.2 | 557.8 | |||
Total assets | $ 3,720.4 | $ 3,873.8 | |||
Schedule of Net Sales by Product Line | |||||
Three Months Ended | |||||
March 31, | March 31, | ||||
Type | 2015 | 2014 | |||
Energy carbon steel tubular products: | |||||
Line pipe | $ 266,082 | $ 207,238 | |||
Oil country tubular goods (OCTG) | 105,663 | 130,219 | |||
$ 371,745 | $ 337,457 | ||||
Valves, fittings, flanges and other products: | |||||
Valves and specialty products | $ 411,223 | $ 429,223 | |||
Carbon steel fittings and flanges and stainless steel and alloy pipe and fittings | 269,359 | 290,340 | |||
Other | 239,963 | 248,659 | |||
$ 920,545 | $ 968,222 | ||||
Background_and_Basis_of_Presen2
Background and Basis of Presentation (Details) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Background and Basis of Presentation [Abstract] | |
Debt issuance costs | $16.80 |
Inventories_Details
Inventories (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $1,342,290,000 | $1,354,209,000 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | -142,425,000 | -142,662,000 |
Less: Other inventory reserves | -24,251,000 | -24,601,000 |
Inventories, net | 1,175,614,000 | 1,186,946,000 |
Effect of LIFO decrement on cost of sales | -300,000 | 0 |
Energy carbon steel tubular products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | 528,684,000 | 497,146,000 |
Valves, fittings, flanges and all other products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $813,606,000 | $857,063,000 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Proceeds from revolving credit facilities | $243,250,000 | $781,114,000 | |
Revolving credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | 31-Jul-19 | ||
Credit facility, maximum borrowing capacity | 1,050,000,000 | ||
Proceeds from revolving credit facilities | 300,000,000 | ||
Revolving credit facility [Member] | U.S. [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 977,000,000 | ||
Revolving credit facility [Member] | Canada [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 20,000,000 | ||
Revolving credit facility [Member] | United Kingdom [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 5,000,000 | ||
Revolving credit facility [Member] | Australia [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 10,000,000 | ||
Revolving credit facility [Member] | Netherlands [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 4,000,000 | ||
Revolving credit facility [Member] | Belgium [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 4,000,000 | ||
Revolving credit facility [Member] | Norway [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 30,000,000 | ||
Global ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.74% | 1.84% | |
Credit facility, remaining borrowing capacity | 386,300,000 | ||
Senior Secured Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
New Term Loan | 793,500,000 | ||
Debt maturity period | 7 years | ||
Term loan annual amortization percentage | 1.00% | ||
Debt instrument, maturity date | 30-Nov-19 | ||
Term Loan accordion feature | $200,000,000 | ||
Percentage of capital stock in foreign subsidiaries securing Term Loan B | 65.00% | ||
Debt instrument, interest rate | 5.10% | 5.10% | |
Senior Secured Term Loan B [Member] | Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 2.75 | ||
Repayment of Term Loan, percentage | 25.00% | ||
Senior Secured Term Loan B [Member] | Senior Secured Leverage Ratio Is No More Than 2.50 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 2.5 | ||
Repayment of Term Loan, percentage | 0.00% | ||
Senior Secured Term Loan B [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 3.5 | ||
Repayment of Term Loan, percentage | 50.00% |
LongTerm_Debt_Components_of_Lo
Long-Term Debt (Components of Long-Term Debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $1,373,286 | $1,453,644 |
Less: Current portion | 7,935 | 7,935 |
Long-term debt, net | 1,365,351 | 1,445,709 |
Senior secured term loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 778,095 | 779,888 |
Original issue discount on senior secured Term Loan B | 3,502 | 3,693 |
Global ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 595,171 | 673,716 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $20 | $40 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) | 51 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | |
2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares reserved for Incentive Plan | 3,250,000 | 3,250,000 | |||
Stock granted | 3,301,436 | ||||
Subsequent Event [Member] | 2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Additional shares reserved for Incentive Plan | 4,250,000 | ||||
Director [Member] | 2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Vesting period | 1 year | ||||
Minimum [Member] | 2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum [Member] | 2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Vesting period | 5 years | ||||
Stock Options [Member] | |||||
Stockholders Equity [Line Items] | |||||
Anti-dilutive securities | 3,900,000 | 1,100,000 | |||
Stock Options [Member] | 2011 Omnibus Incentive Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Maximum term for stock option plan grant | 10 years | ||||
Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock granted | 514,805 | ||||
Anti-dilutive securities | 0 | 0 | |||
Performance Shares [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock granted | 195,082 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock granted | 72,259 |
Stockholders_Equity_Accumulate
Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Stockholders' Equity [Abstract] | ||
Currency translation adjustments | ($189,415) | ($136,265) |
Pension related adjustments | -613 | -613 |
Accumulated other comprehensive loss | ($190,028) | ($136,878) |
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, 2015 | Mar. 31, 2014 |
Stockholders' Equity [Abstract] | ||
Net income | $29,065 | $23,520 |
Average basic shares outstanding | 102,116 | 101,924 |
Effect of dilutive securities | 125 | 814 |
Average diluted shares outstanding | 102,241 | 102,738 |
Net income per share: | ||
Basic | $0.28 | $0.23 |
Diluted | $0.28 | $0.23 |
Segment_Information_Narrative_
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
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, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Sales | |||
Sales | $1,292,290,000 | $1,305,679,000 | |
Operating income | |||
Operating income | 60,474,000 | 60,743,000 | |
Interest expense | -14,596,000 | -15,148,000 | |
Other, net | -3,700,000 | -8,900,000 | |
Income before income taxes | 42,202,000 | 36,722,000 | |
Total assets | |||
Total assets | 3,720,410,000 | 3,873,821,000 | |
U.S. [Member] | |||
Sales | |||
Sales | 971,800,000 | 948,000,000 | |
Operating income | |||
Operating income | 51,800,000 | 54,100,000 | |
Total assets | |||
Total assets | 3,039,700,000 | 3,111,900,000 | |
Canada [Member] | |||
Sales | |||
Sales | 119,400,000 | 166,200,000 | |
Operating income | |||
Operating income | 5,400,000 | 7,200,000 | |
Total assets | |||
Total assets | 166,500,000 | 204,100,000 | |
International [Member] | |||
Sales | |||
Sales | 201,100,000 | 191,500,000 | |
Operating income | |||
Operating income | 3,300,000 | -600,000 | |
Total assets | |||
Total assets | $514,200,000 | $557,800,000 |
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, 2015 | Mar. 31, 2014 |
Energy carbon steel tubular products [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | $371,745 | $337,457 |
Energy carbon steel tubular products [Member] | Line pipe [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | 266,082 | 207,238 |
Energy carbon steel tubular products [Member] | Oil country tubular goods (OCTG) [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | 105,663 | 130,219 |
Valves, fittings, flanges and all other products [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | 920,545 | 968,222 |
Valves, fittings, flanges and all other products [Member] | Valves and Specialty Products [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | 411,223 | 429,223 |
Valves, fittings, flanges and all other products [Member] | Carbon steel fittings and flanges and stainless steel and alloy pipe and fittings [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | 269,359 | 290,340 |
Valves, fittings, flanges and all other products [Member] | Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net Sales | $239,963 | $248,659 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | $1,373 | $1,454 |
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 | 1,348 | 1,407 |
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 and options | 52.3 | 77.9 |
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 | $0.60 | $1.60 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | Mar. 31, 2015 |
claim | |
lawsuit | |
Commitments and Contingencies [Abstract] | |
Number of lawsuits | 421 |
Asbestos related pending claims | 1,059 |