Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 14, 2014 | Jun. 28, 2013 |
Document Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MRC | ' | ' |
Entity Registrant Name | 'MRC GLOBAL INC. | ' | ' |
Entity Central Index Key | '0001439095 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 101,917,875 | ' |
Entity Public Float | ' | ' | $2,209 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | |
Cash | $25,188 | $37,090 | |
Accounts receivable, net | 812,147 | 823,236 | |
Inventories, net | 971,567 | 970,228 | |
Other current assets | 37,091 | 20,020 | |
Total current assets | 1,845,993 | 1,850,574 | |
Other assets | 30,473 | 37,031 | |
Property, plant and equipment, net | 118,923 | 122,458 | |
Intangible assets: | ' | ' | |
Goodwill, net | 632,284 | 610,392 | [1] |
Other intangible assets, net | 708,009 | 749,272 | |
Total assets | 3,335,682 | 3,369,727 | |
Current liabilities: | ' | ' | |
Trade accounts payable | 550,393 | 438,344 | |
Accrued expenses and other current liabilities | 124,925 | 125,599 | |
Deferred income taxes | 78,844 | 79,661 | |
Current portion of long term debt | 7,935 | 6,500 | |
Total current liabilities | 762,097 | 650,104 | |
Long-term obligations: | ' | ' | |
Long-term debt, net | 978,899 | 1,250,089 | |
Deferred income taxes | 241,116 | 261,448 | |
Other liabilities | 15,302 | 22,164 | |
Stockholders' equity: | ' | ' | |
Common stock, $0.01 par value per share; 500,000 shares authorized, 101,913 and 101,563 issued and outstanding, respectively | 1,019 | 1,016 | |
Preferred stock, $0.01 par value per share; 100,000 shares authorized, no shares issued and outstanding | ' | ' | |
Additional paid-in capital | 1,644,406 | 1,625,900 | |
Retained deficit | -266,735 | -418,830 | |
Accumulated other comprehensive loss | -40,422 | -22,164 | |
Total stockholders' equity | 1,338,268 | 1,185,922 | |
Total liabilities and stockholders' equity | $3,335,682 | $3,369,727 | |
[1] | Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
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 | 101,913,000 | 101,563,000 |
Common stock, shares outstanding | 101,913,000 | 101,563,000 |
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 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Consolidated Statements of Income [Abstract] | ' | ' | ' | ||
Sales | $5,230,792 | $5,570,858 | $4,832,423 | ||
Cost of sales | 4,276,033 | 4,557,115 | 4,124,271 | ||
Gross profit | 954,759 | 1,013,743 | 708,152 | ||
Selling, general and administrative expenses | 642,994 | 606,753 | 513,563 | ||
Operating income | 311,765 | 406,990 | 194,589 | ||
Other (expense) income: | ' | ' | ' | ||
Interest expense | -60,685 | -112,519 | -136,844 | ||
Loss on early extinguishment of debt | ' | -113,961 | ' | ||
Expenses associated with refinancing | -5,136 | -1,685 | -9,450 | ||
Change in fair value of derivative instruments | 4,731 | 2,186 | 7,044 | ||
Other, net | -13,764 | 685 | 429 | ||
Income before income taxes | 236,911 | 181,696 | 55,768 | ||
Income tax expense | 84,816 | 63,738 | 26,784 | ||
Net income | $152,095 | $117,958 | $28,984 | ||
Basic earnings per common share | $1.50 | [1] | $1.22 | [1] | $0.34 |
Diluted earnings per common share | $1.48 | [1] | $1.22 | [1] | $0.34 |
Weighted-average common shares, basic | 101,712 | 96,465 | 84,417 | ||
Weighted-average common shares, diluted | 102,522 | 96,925 | 84,655 | ||
[1] | Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Comprehensive Income [Abstract] | ' | ' | ' |
Net income | $152,095 | $117,958 | $28,984 |
Other comprehensive (loss) income before tax | ' | ' | ' |
Foreign currency translation adjustments | -20,348 | 4,149 | -7,616 |
Pension related adjustments | 130 | 25 | 635 |
Total other comprehensive (loss) income before tax | -20,218 | 4,174 | -6,981 |
Income tax benefit (expense) related to components of other comprehensive income | 1,960 | -198 | 697 |
Other comprehensive (loss) income, net of tax | -18,258 | 3,976 | -6,284 |
Comprehensive income | $133,837 | $121,934 | $22,700 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2010 | $844 | $1,274,560 | ($565,790) | ($19,856) | $689,758 |
Balance, shares at Dec. 31, 2010 | 84,404,000 | ' | ' | ' | ' |
Net income | ' | ' | 28,984 | ' | 28,984 |
Foreign currency translation, net of tax | ' | ' | ' | -6,919 | -6,919 |
Pension related adjustments, net of tax | ' | ' | ' | 635 | 635 |
Vesting of restricted stock | ' | 1 | ' | ' | 1 |
Vesting of restricted stock, shares | 23,000 | ' | ' | ' | ' |
Forfeited dividends on forfeited unvested restricted stock | ' | ' | 15 | ' | 15 |
Equity-based compensation expense | ' | 8,385 | ' | ' | 8,385 |
Exercise of stock options | ' | 3 | ' | ' | 3 |
Balance at Dec. 31, 2011 | 844 | 1,282,949 | -536,791 | -26,140 | 720,862 |
Balance, shares at Dec. 31, 2011 | 84,427,000 | ' | ' | ' | ' |
Net income | ' | ' | 117,958 | ' | 117,958 |
Foreign currency translation, net of tax | ' | ' | ' | 3,793 | 3,793 |
Pension related adjustments, net of tax | ' | ' | ' | 183 | 183 |
Common stock issued in initial public offering | 171 | 333,171 | ' | ' | 333,342 |
Common stock issued in initial public offering, shares | 17,046,000 | ' | ' | ' | ' |
Vesting of restricted stock, shares | 22,000 | ' | ' | ' | ' |
Forfeited dividends on forfeited unvested restricted stock | ' | ' | 3 | ' | 3 |
Equity-based compensation expense | ' | 8,475 | ' | ' | 8,475 |
Exercise of stock options | 1 | 676 | ' | ' | 677 |
Exercise of stock options, shares | 68,000 | ' | ' | ' | ' |
Tax benefit on equity-based compensation | ' | 629 | ' | ' | 629 |
Balance at Dec. 31, 2012 | 1,016 | 1,625,900 | -418,830 | -22,164 | 1,185,922 |
Balance, shares at Dec. 31, 2012 | 101,563,000 | ' | ' | ' | ' |
Net income | ' | ' | 152,095 | ' | 152,095 |
Foreign currency translation, net of tax | ' | ' | ' | -18,344 | -18,344 |
Pension related adjustments, net of tax | ' | ' | ' | 86 | 86 |
Vesting of restricted stock, shares | 135,000 | ' | ' | ' | ' |
Shares withheld for taxes | ' | -1,512 | ' | ' | -1,512 |
Shares withheld for taxes, shares | -48,000 | ' | ' | ' | ' |
Forfeited restricted stock | ' | -7 | ' | ' | -7 |
Equity-based compensation expense | ' | 15,488 | ' | ' | 15,488 |
Exercise of stock options | 3 | 3,282 | ' | ' | 3,285 |
Exercise of stock options, shares | 263,000 | ' | ' | ' | ' |
Tax benefit on equity-based compensation | ' | 1,261 | ' | ' | 1,261 |
Other | ' | -6 | ' | ' | -6 |
Balance at Dec. 31, 2013 | $1,019 | $1,644,406 | ($266,735) | ($40,422) | $1,338,268 |
Balance, shares at Dec. 31, 2013 | 101,913,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' |
Net income | $152,095 | $117,958 | $28,984 |
Adjustments to reconcile net income to net cash provided by (used in) operations: | ' | ' | ' |
Depreciation and amortization | 22,338 | 18,585 | 17,046 |
Amortization of intangibles | 52,072 | 49,466 | 50,652 |
Equity-based compensation expense | 15,488 | 8,475 | 8,385 |
Deferred income tax benefit | -19,823 | -20,432 | -16,362 |
Amortization of debt issuance costs | 5,777 | 8,782 | 10,456 |
Write off of debt issuance costs | 2,865 | 1,685 | 9,450 |
Loss on early extinguishment of debt | ' | 113,961 | ' |
(Decrease) increase in LIFO reserve | -20,180 | -24,140 | 73,703 |
Change in fair value of derivative instruments | -4,731 | -2,186 | -7,044 |
Provision for uncollectible accounts | -298 | 2,428 | 433 |
Foreign currency losses (gains) | 12,913 | -766 | -604 |
Other non-cash items | 1,137 | 7,727 | 4,629 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 2,069 | 22,399 | -177,744 |
Inventories | 4,479 | 26,674 | -182,173 |
Income taxes payable | -7,057 | -12,593 | 45,333 |
Other current assets | -8,738 | -681 | -35 |
Accounts payable | 117,320 | -84,380 | 36,550 |
Accrued expenses and other current liabilities | -4,138 | 7,110 | -4,556 |
Net cash provided by (used in) operations | 323,588 | 240,072 | -102,897 |
Investing activities | ' | ' | ' |
Purchases of property, plant and equipment | -22,068 | -26,189 | -18,056 |
Proceeds from the disposition of property, plant and equipment | 4,583 | 2,272 | 3,087 |
Acquisitions, net of cash acquired of $2,433, $0 and $2,036 | -46,794 | -152,367 | -39,865 |
Proceeds from the sale of assets held for sale | ' | ' | 10,594 |
Other investment and notes receivable transactions | -5,130 | -6,755 | -3,795 |
Net cash used in investing activities | -69,409 | -183,039 | -48,035 |
Financing activities | ' | ' | ' |
Proceeds from the sale of common stock | ' | 333,342 | ' |
Payments on revolving credit facilities | -2,150,188 | -2,422,136 | -2,237,449 |
Proceeds from revolving credit facilities | 1,738,213 | 2,571,835 | 2,387,877 |
Purchases and redemption of senior secured notes | ' | -1,135,223 | ' |
Proceeds from issuance of term loan | 150,000 | 643,500 | ' |
Payments on long term obligations | -6,859 | -33,081 | ' |
Debt issuance costs paid | -697 | -20,038 | -9,836 |
Proceeds from exercise of stock options | 3,285 | 677 | 3 |
Tax benefit on stock options | 1,261 | 629 | ' |
Other financing activities | -6 | 3 | ' |
Net cash (used in) provided by financing activities | -264,991 | -60,492 | 140,595 |
Decrease in cash | -10,812 | -3,459 | -10,337 |
Effect of foreign exchange rate on cash | -1,090 | -5,578 | 262 |
Cash - beginning of year | 37,090 | 46,127 | 56,202 |
Cash - end of year | 25,188 | 37,090 | 46,127 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash paid for interest | 55,484 | 104,846 | 124,039 |
Cash paid for (received from) income taxes | $110,104 | $96,526 | ($1,051) |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Cash Flows [Abstract] | ' | ' | ' |
Acquisitions, cash acquired | $2,433 | $0 | $2,036 |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES | |
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 and Australasia. Our products are obtained from a broad range of suppliers. | |
Basis of Presentation: 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. | |
Use of Estimates: The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates. | |
Cash Equivalents: We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. | |
Allowance for Doubtful Accounts: We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts, including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of income. | |
Inventories: Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a better matching of costs and revenues. This practice excludes certain inventories, which are held outside of the United States, approximating $264.0 million and $318.9 million at December 31, 2013 and 2012, respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods. | |
Allowances for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales trends. The allowance, which totaled $23.2 million and $19.0 million at December 31, 2013 and 2012, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated realizable value. | |
Debt Issuance Costs: We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. Debt issuance costs are reflected in other assets and totaled $19.1 million and $25.2 million, net of accumulated amortization of $5.7 million and $4.8 million, at December 31, 2013 and 2012, respectively. | |
Fixed Assets: Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred. | |
Goodwill and Other Intangible Assets: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment annually or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at three reporting units that mirror our three segments (U.S., Canada and International). | |
The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. If the carrying value is more than the estimated fair value, we then calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, as well as valuation comparisons to similar businesses. These valuation methods require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that these assumptions and estimates are reasonable, the actual results may differ materially from the projected results. | |
Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. These valuation methods require us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. | |
Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two to twenty years. | |
The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test. | |
Derivatives and Hedging: From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. | |
We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. | |
Fair Value: We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value: | |
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. | |
Level 2: Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. | |
Level 3: Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk). | |
Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. | |
Our impairment methodology for goodwill and other intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities. | |
Insurance: We are self-insured for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a nonmaterial deductible program as they relate to insurance for property, stock throughput, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and employee healthcare. These programs have deductibles ranging from $25,000 to $1.0 million and are secured by various letters of credit totaling $6.5 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain a commercially reasonable umbrella/excess policy that covers liabilities in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our accrued liabilities related to all deductibles/retentions under insurance programs (other than employee healthcare) were $7.8 million and $5.9 million as of December 31, 2013 and 2012, respectively. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $3.3 million and $4.0 million as of December 31, 2013 and 2012, respectively. | |
Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. | |
Deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of the deferred tax assets considered realizable however could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth. | |
Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year. | |
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements. | |
We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings. | |
Foreign Currency Translation and Transactions: The functional currency of our foreign operations is the applicable local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of income. | |
Equity-Based Compensation: Our equity-based compensation consisted and consists of (i) restricted common units and profit units of PVF Holdings LLC, our former parent, and (ii) restricted stock and nonqualified stock options of our Company. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted common units, profit units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model and is recognized as compensation expense over the applicable vesting period. | |
Revenue Recognition: Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenues. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title transfers. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of income. | |
Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances, and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales. Purchasing and warehousing costs approximated $37.2 million, $34.8 million, and $27.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Earnings per Share: Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options and unvested restricted stock. Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method. | |
Concentration of Credit Risk: Most of our business activity is with customers in the energy and industrial sectors. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many regions of the world. During 2013, 2012 and 2011, we did not have sales to any one customer in excess of 10% of gross sales. At those respective year-ends, no individual customer balances exceeded 10% of gross accounts receivable. | |
We have a broad supplier base, sourcing our products in most regions of the world. During 2013, 2012 and 2011, we did not have purchases from any one vendor in excess of 10% of our gross purchases. At those respective year-ends no individual vendor balance exceeded 10% of gross accounts payable. | |
We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote. | |
Segment Reporting: We have three operating and reportable segments, the United States of America, Canada, and International, which includes Europe, Asia, and Australasia. These segments represent our global business of providing pipe, valves, fittings 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 and petrochemical processing) markets, through our distribution operations located throughout the world. | |
Reclassifications: Certain immaterial amounts in the prior years’ balance sheet and statements of cash flows have been reclassified to conform to the current year’s presentation. | |
Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board (“FASB”) issued Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which specifies that a cumulative translation adjustment (“CTA”) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings upon sale of the investment. When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity. CTA would be recognized in earnings in a business combination achieved in stages. ASU 2013-05 will be effective for us prospectively in 2014. We do not expect this update to have a material impact on our financial statements. | |
In July 2013, the FASB issued Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except in certain circumstances. This update does not require any new disclosures and is effective for annual and interim periods beginning after December 31, 2013. The amendments in this update will be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect this update to have a material impact on our financial statements. | |
Acquisitions
Acquisitions | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Acquisitions [Abstract] | ' | |||
Acquisitions | ' | |||
NOTE 2—ACQUISITIONS | ||||
In 2013, we completed two acquisitions for an aggregate purchase price of $46.8 million. These acquisitions included: | ||||
" | The assets and operations of Dan H. Brown, Inc., d/b/a Flow Control Products (“Flow Control”). Flow Control is a leading provider in pneumatic and electro-hydraulic valve automation packages and related field support to the Permian Basin. | |||
" | The assets and operations of Flangefitt Stainless Ltd. Flangefitt, headquartered in Warrington, England, with a location in Aberdeen, Scotland, is a leading pipe, flange and fitting (PFF) distributor in the oil and gas industry in England. | |||
The preliminary purchase price allocation of each acquisition was based on preliminary valuations. Our estimates and assumptions are subject to change upon the receipt and review of final valuations. The goodwill recognized for the acquisitions was primarily attributable to the expected profitability of the acquired businesses and synergies expected to arise after the acquisitions. Goodwill recorded in connection with these transactions is deductible. The consideration paid for these acquisitions has been allocated as follows (in millions): | ||||
2013 | ||||
Acquisitions | ||||
Net assets acquired: | ||||
Current assets, net of cash acquired | $ 18.6 | |||
Other long-term assets | 1.8 | |||
Customer base intangibles | 9.7 | |||
Other intangible assets | 2.3 | |||
Goodwill | 24.7 | |||
Current liabilities | -9.8 | |||
Other long-term liabilities | -0.5 | |||
Cash consideration paid | $ 46.8 | |||
In 2012, we completed three acquisitions for an aggregate purchase price of $152.4 million. These acquisitions included OneSteel Piping Systems Australia (“MRC PSA”), a PVF distributor supplying the oil and gas, mining and mineral processing industries in Australia, the assets of Chaparral Supply with support in the Mississippian Lime formation in Oklahoma and Kansas, and the assets and operations of Production Specialty Services, Inc. (“PSS”), a PVF distributor in the Permian Basin and Eagle Ford shale regions of Texas and New Mexico. | ||||
In 2011, we completed two acquisitions for an aggregate purchase price of $41.9 million. These acquisitions included Stainless Pipe and Fittings Australia Pty. Ltd. (“MRC SPF”), a distributor of stainless steel piping products, and certain assets and operations of Valve Systems and Controls (“VSC”), a Houston, Texas based company specializing in valve automation. | ||||
The impact of these transactions was not material to our financial statements in each of these respective years. Accordingly, pro forma information has not been presented. | ||||
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Accounts Receivable [Abstract] | ' | |||||
Accounts Receivable | ' | |||||
NOTE 3—ACCOUNTS RECEIVABLE | ||||||
The rollforward of our allowance for doubtful accounts is as follows (in thousands): | ||||||
December 31, | ||||||
2013 | 2012 | 2011 | ||||
Allowance for doubtful accounts | ||||||
Beginning balance | $ 5,270 | $ 4,815 | $ 4,451 | |||
Net Charge-offs | -2,435 | -1,973 | -69 | |||
Provision | -298 | 2,428 | 433 | |||
Ending balance | $ 2,537 | $ 5,270 | $ 4,815 | |||
Our accounts receivable is also presented net of sales returns and allowances. Those allowances approximated $3.1 million and $3.3 million at December 31, 2013 and 2012, respectively. | ||||||
Inventories
Inventories | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Inventories [Abstract] | ' | |||
Inventories | ' | |||
NOTE 4—INVENTORIES | ||||
The composition of our inventory is as follows (in thousands): | ||||
December 31, | ||||
2013 | 2012 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 362,449 | $ 387,609 | ||
Valves, fittings, flanges and all other products | 763,119 | 752,630 | ||
1,125,568 | 1,140,239 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -130,802 | -150,982 | ||
Less: Other inventory reserves | -23,199 | -19,029 | ||
$ 971,567 | $ 970,228 | |||
During 2012, our inventory quantities were reduced, resulting in a liquidation of a 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. In 2012, the effect of this LIFO decrement decreased cost of sales by approximately $1.3 million. There was no LIFO decrement in 2013. | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Property, Plant and Equipment | ' | |||||
NOTE 5—PROPERTY, PLANT AND EQUIPMENT | ||||||
Property, plant and equipment consisted of the following (in thousands): | ||||||
December 31, | ||||||
Depreciable Life | 2013 | 2012 | ||||
Land and improvements | - | $ 16,930 | $ 17,465 | |||
Building and building improvements | 40 years | 63,494 | 58,090 | |||
Machinery and equipment | 3 to 10 years | 137,254 | 130,289 | |||
Property held under capital leases | 20 to 30 years | 4,438 | 3,500 | |||
222,116 | 209,344 | |||||
Allowances for depreciation and amortization | -103,193 | -86,886 | ||||
$ 118,923 | $ 122,458 | |||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | ||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||
The changes in the carrying amount of goodwill by segment for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | |||||||||
US | Canada | International | Total | ||||||
Goodwill at December 31, 2010 (1) | $ 509,478 | $ - | $ 39,906 | $ 549,384 | |||||
Acquisition of VSC | 2,780 | - | - | 2,780 | |||||
Acquisition of MRC SPF | - | - | 11,565 | 11,565 | |||||
Other | -211 | - | - | -211 | |||||
Effect of foreign currency translation | - | - | -2,248 | -2,248 | |||||
Goodwill at December 31, 2011 (1) | $ 512,047 | $ - | $ 49,223 | $ 561,270 | |||||
Acquisition of MRC PSA | - | - | 21,829 | 21,829 | |||||
Acquisition of PSS | 25,051 | - | - | 25,051 | |||||
Adjustment of MRC SPF purchase price | - | - | 1,197 | 1,197 | |||||
Effect of foreign currency translation | - | - | 1,045 | 1,045 | |||||
Goodwill at December 31, 2012 (1) | $ 537,098 | $ - | $ 73,294 | $ 610,392 | |||||
Acquisition of Flow Control | 15,257 | - | - | 15,257 | |||||
Acquisition of Flangefitt | - | - | 9,472 | 9,472 | |||||
Adjustment of PSS purchase price | -378 | - | - | -378 | |||||
Effect of foreign currency translation | - | - | -2,459 | -2,459 | |||||
Goodwill at December 31, 2013 (1) | $ 551,977 | $ - | $ 80,307 | $ 632,284 | |||||
(1)Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively. | |||||||||
Other intangible assets by major classification consist of the following (in thousands): | |||||||||
Weighted- | |||||||||
Average | |||||||||
Amortization | Accumulated | Net Book | |||||||
Period (in years) | Gross | Amortization | Value | ||||||
31-Dec-13 | |||||||||
Customer base | 15.8 | $ 730,108 | $ (291,116) | $ 438,992 | |||||
Amortizable trade names | 6.1 | 18,099 | -9,268 | 8,831 | |||||
Indefinite lived trade names (1) | N/A | 260,023 | - | 260,023 | |||||
Noncompete agreements | 3 | 244 | -81 | 163 | |||||
15.5 | $ 1,008,474 | $ (300,465) | $ 708,009 | ||||||
31-Dec-12 | |||||||||
Customer base | 15.8 | $ 721,010 | $ (242,355) | $ 478,655 | |||||
Amortizable trade names | 6.7 | 15,671 | -6,577 | 9,094 | |||||
Indefinite lived trade names (1) | N/A | 260,023 | - | 260,023 | |||||
Noncompete agreements | 3.8 | 2,470 | -970 | 1,500 | |||||
15.6 | $ 999,174 | $ (249,902) | $ 749,272 | ||||||
(1)Net of accumulated impairment losses of $76.2 million. | |||||||||
Amortization of Intangible Assets | |||||||||
Total amortization of intangible assets for each of the years ending December 31, 2014 to 2018 is currently estimated as follows (in thousands): | |||||||||
2014 | $ 53,830 | ||||||||
2015 | 53,207 | ||||||||
2016 | 51,671 | ||||||||
2017 | 50,023 | ||||||||
2018 | 49,092 | ||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Long-Term Debt [Abstract] | ' | |||
Long-Term Debt | ' | |||
NOTE 7—LONG-TERM DEBT | ||||
The significant components of our long-term debt are as follows (in thousands): | ||||
December 31, | ||||
2013 | 2012 | |||
Senior Secured Term Loan B, net of discount of $4,457 and $6,345 | $ 787,059 | $ 642,030 | ||
Global ABL Facility | 199,630 | 608,006 | ||
Other | 145 | 6,553 | ||
986,834 | 1,256,589 | |||
Less current portion | 7,935 | 6,500 | ||
$ 978,899 | $ 1,250,089 | |||
Senior Secured Term Loan B: In November 2012, we entered into a $650 million seven-year Term Loan B (the “Term Loan”), with Bank of America N.A. as administrative agent, and other lenders from time to time parties thereto. In November 2013, we increased the principal amount of the term loan to $793.5 million and modified the interest rates to those outlined below. | ||||
Accordion. The Term Loan allows for incremental increases up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (the ratio of the Company’s Consolidated EBITDA (as defined under the Term Loan) to senior secured debt) (net of up to $75 million of unrestricted cash) would not exceed 3.50 to 1.00. | ||||
Maturity. The scheduled maturity date of the Term Loan is November 9, 2019. The Term Loan will amortize in equal quarterly installments at 1% a year with the payment of the balance at maturity. | ||||
Guarantees. The Company and all of the U.S. borrower’s current and future wholly owned material U.S. subsidiaries guaranteed the Term Loan subject to certain exceptions. | ||||
Security. The Term Loan is secured by a first lien on all of the Company’s assets and the assets of its domestic subsidiaries, subject to certain exceptions and other than the collateral securing the Global ABL Facility (which includes accounts receivable, inventory and related assets, collectively, the “ABL collateral”), and by a second lien on the ABL collateral. In addition, a pledge secures the Term Loan of all the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its first tier foreign subsidiaries, subject to certain exceptions. | ||||
Interest Rates and Fees. The Company has the option to pay interest at a base rate, subject to a floor of 2.00%, plus an applicable margin, or at a rate based on LIBOR, subject to a floor of 1.00%, plus an applicable margin. The applicable margin for base rate loans is 300 basis points, and the applicable margin for LIBOR loans is 400 basis points. The margin steps down by 25 basis points if the Company’s consolidated total leverage ratio (as defined under the Term Loan) is less than 2.50 to 1.00. | ||||
Voluntary Prepayment. The Company is able to voluntarily prepay the principal without penalty or premium, other than a 1% premium for re-pricing transactions that occur prior to May 19, 2014. | ||||
Mandatory Prepayment. The Company is required to repay the Term Loan with certain asset sale and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if the Company’s senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if the Company’s senior secured leverage ratio is no more than 2.50 to 1.00). The Company is not required to make a mandatory prepayment in 2014 related to the fiscal year 2013. | ||||
Restrictive Covenants. The Term Loan does not include any financial covenants. | ||||
The Term Loan contains restrictive covenants (in each case, subject to exclusions) that limit, among other things, the ability of the Company and its restricted subsidiaries (including the Borrower) to: | ||||
•make investments; | ||||
• prepay certain indebtedness; | ||||
•grant liens; | ||||
• incur additional indebtedness; | ||||
•sell assets; | ||||
• make fundamental changes; | ||||
•enter into transactions with affiliates; and | ||||
• in the case of the Company, to pay dividends. | ||||
The Term Loan also contains other customary restrictive covenants. The covenants are subject to various baskets and materiality thresholds, with certain of the baskets permitted by the restrictions on the repayment of subordinated indebtedness, restricted payments and investments being available only when the senior secured leverage ratio of the Company and its restricted subsidiaries is less than 3.25:1.00. | ||||
The Term Loan provides that the Company and its restricted subsidiaries may incur any first lien indebtedness that is pari passu to the Term Loan so long as the pro forma senior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 3.50:1.00. The Company and its restricted subsidiaries may incur any second lien indebtedness so long as the pro forma junior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 4.00:1.00. The Company and its restricted subsidiaries may incur any unsecured indebtedness so long as the total leverage ratio of the Company and its restricted subsidiaries is less than or equal to 5.00:1.00. Additionally, under the Term Loan, the Company and its restricted subsidiaries may incur indebtedness under the Global ABL Facility (or any replacement facility) in an amount not to exceed the greater of $1.3 billion and a borrowing base (equal to, subject to certain exceptions, 85% of all accounts receivable and 65% of the book value of all inventory owned by the Company and its restricted subsidiaries). | ||||
The Term Loan contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any material guaranty or security documents supporting the Term Loan to be in full force and effect and change of control. If such an event of default occurs, the Agent under the Term Loan is entitled to take various actions, including the acceleration of amounts due under the Term Loan and all other actions that a secured creditor is permitted to take following a default. | ||||
Global ABL Credit Facility: In March 2012, we entered into a multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) which replaced our then existing asset-based lending credit facility, our MRC Transmark term loan and revolving credit facility and our MRC Transmark overdraft facility. The five-year Global ABL Facility is comprised of $1.25 billion of total revolving credit facilities, including $977 million 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. The facility contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million. | ||||
Each of our current and future wholly owned material U.S. subsidiaries and MRC Global Inc. guarantees 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. | ||||
Obligations under the U.S. tranche are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of our wholly owned, material U.S. subsidiaries. The obligations of any of our non-U.S. borrower subsidiaries are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of the non-U.S. subsidiary and our wholly owned material U.S. subsidiaries. | ||||
No non-U.S. subsidiary guarantees the U.S. tranche and no property of our non-U.S. subsidiaries secures the U.S. tranche. The security interest in accounts receivable, inventory and related assets of the U.S. borrower subsidiaries ranks prior to the security interest in this collateral which secures the Term Loan. | ||||
Each of our non-U.S. borrower subsidiaries has a separate standalone borrowing base that limits the non-U.S. subsidiary’s ability to borrow under its respective tranche, provided that the non-U.S. subsidiaries may utilize excess availability under the U.S. tranche to borrow amounts in excess of their respective borrowing bases (but not to exceed the applicable commitment amount for the foreign subsidiary’s jurisdiction), which utilization will reduce availability under the U.S. tranche dollar for dollar. | ||||
Subject to the foregoing, our ability to borrow in each jurisdiction, other than Belgium, under the Global ABL Facility is limited by a borrowing base in that jurisdiction equal to 85% of eligible receivables, plus the lesser of 70% of eligible inventory and 85% of appraised net orderly liquidation value of the inventory. In Belgium, our borrowing is limited by a borrowing base determined under Belgian law. | ||||
U.S. borrowings under the facility bear interest at LIBOR plus a margin varying between 1.50% and 2.00% based on our fixed charge coverage ratio. Borrowings by our foreign borrower subsidiaries are generally subject to the same interest rate margins with the benchmark rate for such borrowings varying based on the currency in which such borrowings are made. | ||||
Senior Secured Notes: In a series of transactions from June to September 2012, we purchased in the open market $188.7 million in principal of our 9.50% senior secured notes due 2016 for $205.0 million. We incurred a pre-tax loss on the purchase of the senior secured notes of $21.7 million related to the purchase premium, the write off of unamortized deferred financing costs and the write off of original discount. | ||||
In November 2012, we redeemed the remaining $861.3 million of senior secured notes. The early redemption required the payment of a premium of $68.9 million. When combined with the write off of unamortized deferred financing costs and write off of original issue discount, this redemption resulted in a pre-tax loss of $92.2 million. | ||||
Availability: At December 31, 2013, availability under our revolving credit facilities was $776.9 million. | ||||
Interest on Borrowings: The interest rates on our borrowings outstanding at December 31, 2013 and 2012, including the amortization of original issue discount on the Term Loan, were as follows: | ||||
December 31, | ||||
2013 | 2012 | |||
Senior Secured Term Loan B, net of discount | 5.09% | 6.39% | ||
Global ABL Facility | 2.12% | 2.21% | ||
Maturities of Long-Term Debt: At December 31, 2013, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands): | ||||
2014 | $ 7,935 | |||
2015 | 8,080 | |||
2016 | 7,935 | |||
2017 | 207,565 | |||
2018 | 7,935 | |||
Thereafter | 747,384 | |||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||
Derivative Financial Instruments | ' | |||||||
NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
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. In December 2013, we entered into foreign exchange forward contracts with a notional amount of $1.6 billion Norwegian Krone ($260 million) related to the January 2014 acquisition of Stream AS. | ||||||||
The table below provides data about the fair value of the derivative instruments that are recorded in our consolidated balance sheets (in thousands): | ||||||||
31-Dec-13 | 31-Dec-12 | |||||||
Assets | Liabilities | Assets | Liabilities | |||||
Derivatives not designated as hedging instruments: | ||||||||
Foreign exchange forward contracts (1) | $ 4,603 | $ - | $ 3 | $ - | ||||
-1 | Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December 31, 2013 and 2012, respectively. | |||||||
The table below provides data about the amount of gains and (losses) recognized in our consolidated statements of operations related to our derivative instruments (in thousands): | ||||||||
Year Ended December 31, | ||||||||
Derivatives not designated as hedging instruments: | 2013 | 2012 | 2011 | |||||
Foreign exchange forward contracts | $ 4,731 | $ 176 | $ 71 | |||||
Interest rate contracts | $ - | $ 2,010 | $ 6,973 | |||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Taxes [Abstract] | ' | |||||
Income Taxes | ' | |||||
NOTE 9—INCOME TAXES | ||||||
The components of our income before income taxes were (in thousands): | ||||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
United States | $ 231,434 | $ 156,226 | $ 50,654 | |||
Foreign | 5,477 | 25,470 | 5,114 | |||
$ 236,911 | $ 181,696 | $ 55,768 | ||||
Income taxes included in the consolidated statements of income consist of (in thousands): | ||||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Current: | ||||||
Federal | $ 90,063 | $ 65,563 | $ 32,080 | |||
State | 8,058 | 6,569 | 2,878 | |||
Foreign | 6,518 | 12,038 | 8,188 | |||
104,639 | 84,170 | 43,146 | ||||
Deferred: | ||||||
Federal | -21,102 | -15,776 | -14,960 | |||
State | 2,818 | -1,256 | -1,177 | |||
Foreign | -1,539 | -3,400 | -225 | |||
-19,823 | -20,432 | -16,362 | ||||
Income tax expense | $ 84,816 | $ 63,738 | $ 26,784 | |||
Our effective tax rate varied from the statutory federal income tax rate for the following reasons (in thousands): | ||||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Federal tax expense at statutory rates | $ 82,918 | $ 63,474 | $ 19,518 | |||
State taxes | 3,855 | 3,453 | 977 | |||
Nondeductible expenses | 1,152 | 1,123 | 1,121 | |||
Effect of tax rate changes on existing temporary differences | 3,074 | - | 3,993 | |||
Effect of foreign operations | -9,752 | -3,565 | -499 | |||
Change in valuation allowance | 7,714 | -78 | 522 | |||
Other | -4,145 | -669 | 1,152 | |||
Income tax expense | $ 84,816 | $ 63,738 | $ 26,784 | |||
Effective tax rate | 35.8% | 35.1% | 48.0% | |||
Significant components of our current deferred tax assets and liabilities are as follows (in thousands): | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Deferred tax assets: | ||||||
Allowance for doubtful accounts | $ 1,265 | $ 2,046 | ||||
Accruals and reserves | 16,603 | 12,617 | ||||
Net operating loss and tax credit carryforwards | 13,423 | 5,453 | ||||
Other | 1,270 | 1,504 | ||||
Subtotal | 32,561 | 21,620 | ||||
Valuation allowance | -14,155 | -2,059 | ||||
Total | 18,406 | 19,561 | ||||
Deferred tax liabilities: | ||||||
Accounts receivable | - | -4,550 | ||||
Inventory valuation | -81,208 | -79,575 | ||||
Property, plant and equipment | -8,538 | -11,210 | ||||
Intangible assets | -236,832 | -252,976 | ||||
Debt | -5,798 | -5,745 | ||||
Other | -177 | -11 | ||||
Total | -332,553 | -354,067 | ||||
Net deferred tax liability | $ (314,147) | $ (334,506) | ||||
We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. If we were to determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. | ||||||
In the United States, we had approximately $101.6 million of state net operating loss carryforwards as of December 31, 2013, which will expire in future years through 2033 and foreign tax credit carryforwards of $4.4 million expiring in 2022. In certain non-U.S. jurisdictions, we had $34.6 million of net operating loss carryforwards, of which $30.6 million have no expiration and $4.0 million will expire in future years through 2022. | ||||||
We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as we have no current intention to repatriate these earnings. As such, deferred income taxes are not provided for temporary differences of approximately $192.9 million and $189.4 million as of December 31, 2013 and 2012, respectively, representing earnings of non-U.S. subsidiaries intended to be permanently reinvested. These additional foreign earnings could become subject to additional tax if remitted, or deemed remitted, as a dividend. Computation of the potential deferred tax liability associated with these undistributed earnings and any other basis difference is not practicable. | ||||||
Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. We are no longer subject to U.S. federal income tax examination for all years through 2009 and the statute of limitations at our international locations is generally six to seven years. | ||||||
At December 31, 2013 and 2012, our unrecognized tax benefits were immaterial to our consolidated financial statements. | ||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Stockholders' Equity [Abstract] | ' | |||||
Stockholders' Equity | ' | |||||
NOTE 10—STOCKHOLDERS’ EQUITY | ||||||
Preferred Stock | ||||||
We have authorized 100,000,000 shares of preferred stock. Our Board of Directors has the authority to issue shares and set the terms of the shares of preferred stock. As of December 31, 2013 and 2012, there were no shares of preferred stock issued or outstanding. | ||||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated other comprehensive loss, net of tax, in the accompanying consolidated balance sheets consists of the following (in thousands): | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Currency translation adjustments | $ (40,173) | $ (21,829) | ||||
Pension related adjustments | -249 | -335 | ||||
Accumulated other comprehensive loss | $ (40,422) | $ (22,164) | ||||
Earnings per Share | ||||||
Earnings per share are calculated in the table below (in thousands, except per share amounts). | ||||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Net income | $ 152,095 | $ 117,958 | $ 28,984 | |||
Average basic shares outstanding | 101,712 | 96,465 | 84,417 | |||
Effect of dilutive securities | 810 | 460 | 238 | |||
Average diluted shares outstanding | 102,522 | 96,925 | 84,655 | |||
Net income per share: | ||||||
Basic | $ 1.50 | $ 1.22 | $ 0.34 | |||
Diluted | $ 1.48 | $ 1.22 | $ 0.34 | |||
Stock options and shares of restricted stock are disregarded in this calculation if they are determined to be anti-dilutive. For the years ended December 31, 2013, 2012 and 2011, our anti-dilutive stock options approximated 0.5 million, 2.1 million and 2.3 million, respectively. | ||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Employee Benefit Plans [Abstract] | ' | ||||||||
Employee Benefit Plans | ' | ||||||||
NOTE 11—EMPLOYEE BENEFIT PLANS | |||||||||
Equity Compensation Plans: Our 2007 Stock Option Plan permitted the grant of stock options to our employees, directors and consultants for up to 3,750,000 shares of common stock. The options were not to be granted with an exercise price less than the fair market value of the Company’s common stock on the date of the grant, nor for a term exceeding ten years. Vesting generally occurred over a five year period on the anniversaries of the date specified in the employees’ respective option agreements, subject to accelerated vesting under certain circumstances set forth in the option agreements. During 2013, 262,586 stock options were exercised and no stock options were granted under this plan. | |||||||||
Under the terms of our 2007 Restricted Stock Plan, up to 500,000 shares of restricted stock could have been granted at the direction of the Board of Directors and vesting generally occurred in one-fourth increments on the second, third, fourth and fifth anniversaries of the date specified in the employees’ respective restricted stock agreements, subject to accelerated vesting under certain circumstances set forth in the restricted stock agreements. Fair value was based on the fair market value of our stock on the date of issuance. We expense the fair value of the restricted stock grants on a straight-line basis over the vesting period. | |||||||||
Under the terms of the 2007 Stock Option and Restricted Stock Plans, all previously granted stock options and restricted stock were to vest when funds affiliated with Goldman, Sachs & Co. ceased to own more than 5,141,547 shares of our common stock. Upon completion of the November 2013 sale of our common stock by Goldman, Sachs & Co., 852,939 stock options and 134,211 shares of restricted stock vested triggering the accelerated recognition of $5.2 million of equity-based compensation expense. | |||||||||
In April 2012, we replaced the 2007 Stock Option Plan and the 2007 Restricted Stock Plan with the 2011 Omnibus Incentive Plan. No additional shares or other equity interests will be awarded under the prior plans. The 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 four or 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 2013, 726,746 stock options and 99,163 shares of restricted stock were granted to executive management, members of our Board of Directors and employees under this plan. To date, 1,890,670 shares have been granted 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. | |||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Exercise | Contractual | Intrinsic | |||||||
Options | Price | Term | Value | ||||||
(years) | (thousands) | ||||||||
Stock Options | |||||||||
Balance at December 31, 2012 | 3,758,758 | $ 18.05 | 7.4 | $ 36,585 | |||||
Granted | 726,746 | 29.53 | |||||||
Exercised | -262,586 | 12.50 | |||||||
Forfeited | -286,257 | 22.62 | |||||||
Expired | -2,576 | 12.52 | |||||||
Balance at December 31, 2013 | 3,934,085 | $ 20.47 | 7.0 | $ 46,144 | |||||
At December 31, 2013 | |||||||||
Options outstanding, vested and exercisable | 2,397,955 | $ 17.75 | 5.8 | $ 34,772 | |||||
Options outstanding, vested and expected to vest | 3,883,434 | $ 20.40 | 6.9 | $ 45,798 | |||||
Weighted | |||||||||
Average | |||||||||
Grant-Date | |||||||||
Shares | Fair Value | ||||||||
Restricted Stock | |||||||||
Nonvested at December 31, 2012 | 134,211 | $ 15.65 | |||||||
Granted | 99,163 | 29.52 | |||||||
Vested | -135,179 | 15.76 | |||||||
Forfeited | -4,712 | 29.87 | |||||||
Nonvested at December 31, 2013 | 93,483 | $ 29.48 | |||||||
The following table summarizes award activity under our stock option and restricted stock plans: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Stock Options | |||||||||
Weighted-average, grant-date fair value of awards granted | $ 12.10 | $ 6.52 | $ 3.46 | ||||||
Total intrinsic value of stock options exercised | 4,717,693 | 1,089,830 | 1,715 | ||||||
Total fair value of stock options vested | 6,352,967 | 1,370,130 | 1,833,836 | ||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Restricted Stock | |||||||||
Weighted-average, grant-date fair value of awards granted | $ 29.48 | $ 15.65 | $ 14.36 | ||||||
Total fair value of restricted stock vested | 4,173,834 | 484,141 | 378,670 | ||||||
Stock Options | |||||||||
Following are the weighted-average assumptions used to estimate the fair values of our stock options: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Risk-free interest rate | 0.86% | 0.90% | 1.32% | ||||||
Dividend yield (1) | 0.00% | 0.00% | 0.00% | ||||||
Expected volatility | 40.96% | 41.87% | 46.05% | ||||||
Expected life (in years) | 6.2 | 6.6 | 5.0 | ||||||
-1 | The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends. | ||||||||
Recognized compensation expense and related income tax benefits under our equity-based compensation plans are set forth in the table below (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Equity-based compensation expense: | |||||||||
Stock options | $ 13,329 | $ 7,533 | $ 6,707 | ||||||
Restricted stock | 2,159 | 481 | 412 | ||||||
Restricted common units | - | - | -1 | ||||||
Profit units | - | 461 | 1,267 | ||||||
Total equity-based compensation expense | $ 15,488 | $ 8,475 | $ 8,385 | ||||||
Income tax benefits related to equity-based compensation | $ 5,743 | $ 3,114 | $ 3,081 | ||||||
Unrecognized compensation expense under our equity-based compensation plans is set forth in the table below (in thousands): | |||||||||
Weighted- | |||||||||
Average Vesting | December 31, | ||||||||
Period (in years) | 2013 | ||||||||
Unrecognized equity-based compensation expense: | |||||||||
Stock options | 2.9 | $ 10,168 | |||||||
Restricted stock | 3.5 | 1,950 | |||||||
Total unrecognized equity-based compensation expense | $ 12,118 | ||||||||
Defined Contribution Employee Benefit Plans: We maintain defined contribution employee benefit plans in a number of countries in which we operate including the U.S., Canada, the United Kingdom, Australia, France, Belgium, the Netherlands, and New Zealand. These plans generally allow employees the option to defer a percentage of their compensation in accordance with local tax laws. In addition, we make contributions under these plans ranging from 1% to 10% of eligible compensation. | |||||||||
Our provisions for the expense under defined contribution plans were $10.5 million, $9.0 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Defined Benefit Employee Benefit Plan: We maintain a defined benefit pension plan for 13 current and former employees of our Belgian subsidiary. The unfunded liability associated with this plan was $0.5 million and $0.7 million as of December 31, 2013 and 2012, respectively. | |||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 12—RELATED PARTY TRANSACTIONS | |
Europump Systems Inc. | |
Certain MRC Canada ULC employees, who are shareholders of the Company, served as executive officers of Europump Systems Inc. (“Europump”). Europump is engaged in the business of selling, servicing and renting industrial pumps. During the years ended December 31, 2013, 2012 and 2011, our purchases from Europump approximated $42.3 million, $39.3 million and $42.0 million, respectively. At December 31, 2013 and 2012, we had payables to Europump of approximately $0 and $4.9 million, respectively. During the years ended December 31, 2013, 2012 and 2011, our sales to Europump approximated $2.1 million, $1.2 million and $2.5 million, respectively. At December 31, 2013 and 2012, we had receivables of approximately $0.8 million and $0.2 million from Europump, respectively. We also agreed to make certain profit sharing payments to the Europump shareholders in respect of certain oilfield supply and service stores located in Western Canada. For the years ended December 31, 2013, 2012 and 2011, the expense we recognized for the aggregate profit participation for Europump was approximately $6.2 million, $7.9 million and $5.8 million, respectively. | |
Leases | |
We lease land and buildings at various locations from Hansford Associates Limited Partnership (“Hansford Associates”), and Prideco LLC (“Prideco”), as well as certain employees. We lease equipment and vehicles from Prideco. Certain of our directors participate in ownership of Hansford Associates and Prideco. Most of these leases are renewable for various periods through 2019 and are renewable at our option. The renewal options are subject to escalation clauses. These leases contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. | |
Rent expense attributable to related parties was $2.0 million, $4.3 million and $5.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Future minimum rental payments required under operating leases with related parties that have initial or remaining non-cancelable lease terms in excess of one year are $2.0 million, $1.4 million, $1.5 million, $1.4 million and $1.4 million for the years 2014, 2015, 2016, 2017 and 2018 and thereafter, respectively. | |
Cypress Energy Partners | |
One of our directors is the chairman, chief executive officer and president of one of our customers, Cypress Energy Partners, LP. During 2013, we received revenue of $0.4 million from Cypress Energy Partners, LP. Each sale was made on an arm’s-length basis at market pricing. | |
The Goldman Sachs Funds | |
Up to and until November 13, 2013, certain affiliates of The Goldman Sachs Group, Inc., including GS Capital Partners V Fund, L.P., GS Capital Partners VI Fund, L.P. and related entities, or the Goldman Sachs Funds, were the majority owners of PVF Holdings, our largest stockholder. In March 2013, Goldman Sachs & Co. was the co-lead bookrunner on our secondary offering. In 2012, Goldman Sachs Credit Partners L.P. (“GSCP”), an affiliate of the Goldman Sachs Funds, was a co-lead arranger and joint bookrunner under our Global ABL Facility and our Term Loan as well as the syndication agent under those facilities. In addition, Goldman Sachs Lending Partners L.L.C. is a participant in our Global ABL Credit Facility. Goldman, Sachs & Co. was the co-lead bookrunner on our initial public offering and our November 2012 secondary offering. | |
Payments made to affiliates of the Goldman Sachs Funds in connection with these transactions were $10.9 million, $13.2 million and $0.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Affiliates of the Goldman Sachs Funds | |
From time to time, we sell products to affiliates of the Goldman Sachs Funds. The total revenues from these affiliates were $33.7 million, $23.1 million, and $12.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
The total receivables due from these affiliates were $7.0 million and $5.0 million as of December 31, 2013 and 2012, respectively. | |
In 2012, we engaged an affiliate of the Goldman Sachs Funds to provide services for treasury, accounts receivables collection software and disaster recovery systems and paid them approximately $0.6 million and $0.9 million for the years ended December 31, 2013 and 2012, respectively. | |
Segment_Geographic_and_Product
Segment, Geographic and Product Line Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment, Geographic and Product Line Information [Abstract] | ' | ||||||||||||
Segment , Geographic and Product Line Information | ' | ||||||||||||
NOTE 13—SEGMENT, GEOGRAPHIC AND PRODUCT LINE 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 and Australasia. These segments represent our business of selling pipe, valves and fittings 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) markets. The following table presents financial information for each segment (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Sales | |||||||||||||
U.S. | $ 3,967.6 | $ 4,238.4 | $ 3,849.2 | ||||||||||
Canada | 709.4 | 765.2 | 653.6 | ||||||||||
International | 553.8 | 567.2 | 329.6 | ||||||||||
Consolidated sales | $ 5,230.8 | $ 5,570.8 | $ 4,832.4 | ||||||||||
Depreciation and amortization | |||||||||||||
U.S. | $ 13.6 | $ 11.2 | $ 11.6 | ||||||||||
Canada | 2.0 | 2.1 | 2.5 | ||||||||||
International | 6.7 | 5.3 | 2.9 | ||||||||||
Total depreciation and amortization expense | $ 22.3 | $ 18.6 | $ 17.0 | ||||||||||
Amortization of intangibles | |||||||||||||
U.S. | $ 42.4 | $ 40.0 | $ 40.1 | ||||||||||
Canada | 2.4 | 2.5 | 4.5 | ||||||||||
International | 7.3 | 7.0 | 6.1 | ||||||||||
Total amortization of intangibles expense | $ 52.1 | $ 49.5 | $ 50.7 | ||||||||||
Operating income | |||||||||||||
U.S. | $ 280.1 | $ 358.3 | $ 166.5 | ||||||||||
Canada | 20.9 | 27.2 | 17.4 | ||||||||||
International | 10.8 | 21.5 | 10.7 | ||||||||||
Total operating income | 311.8 | 407.0 | 194.6 | ||||||||||
Interest expense | 60.7 | 112.5 | 136.8 | ||||||||||
Loss on early extinguishment of debt | - | 114.0 | - | ||||||||||
Other (income) expense | 14.2 | -1.2 | 2.0 | ||||||||||
Income before income taxes | $ 236.9 | $ 181.7 | $ 55.8 | ||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Total assets | |||||||||||||
United States | $ 2,732.3 | $ 2,732.4 | |||||||||||
Canada | 204.7 | 249.1 | |||||||||||
International | 398.7 | 388.2 | |||||||||||
Total assets | $ 3,335.7 | $ 3,369.7 | |||||||||||
The percentages of our fixed assets relating to the following geographic areas are as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Fixed assets | |||||||||||||
United States | 57% | 56% | |||||||||||
Canada | 24% | 24% | |||||||||||
International | 19% | 20% | |||||||||||
Total fixed assets | 100% | 100% | |||||||||||
Our net sales by product line are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
Type | 2013 | 2012 | 2011 | ||||||||||
Energy carbon steel tubular products: | |||||||||||||
Line pipe | $ 1,061,881 | 20% | $ 1,158,512 | 21% | $ 1,033,976 | 21% | |||||||
Oil country tubular goods (OCTG) | 463,656 | 9% | 715,108 | 13% | 809,163 | 17% | |||||||
$ 1,525,537 | 29% | $ 1,873,620 | 34% | $ 1,843,139 | 38% | ||||||||
Valves, fittings, flanges and other products: | |||||||||||||
Valves and specialty products | $ 1,440,431 | 28% | $ 1,431,888 | 26% | $ 1,143,234 | 24% | |||||||
Carbon steel fittings and flanges and stainless steel | |||||||||||||
and alloy pipe and fittings | 1,135,818 | 22% | 1,175,276 | 21% | 870,581 | 18% | |||||||
Other | 1,129,006 | 21% | 1,090,074 | 19% | 975,469 | 20% | |||||||
$ 3,705,255 | 71% | $ 3,697,238 | 66% | $ 2,989,284 | 62% | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Measurements [Abstract] | ' | ||||||||
Fair Value Measurements | ' | ||||||||
NOTE 14—FAIR VALUE MEASUREMENTS | |||||||||
We used the following methods and significant assumptions to estimate fair value for assets and liabilities recorded at fair value. | |||||||||
Interest Rate Contracts: Interest rate contracts are reported at fair value utilizing Level 2 inputs. We obtain dealer quotations to value our interest rate swap agreements. These quotations rely on observable market inputs such as yield curves and other market-based factors. | |||||||||
Foreign Exchange Forward and Option Contracts: Foreign exchange forward contracts 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 following table presents assets and liabilities measured at fair value on a recurring basis, and the basis for that measurement (in thousands): | |||||||||
Fair Value Measurements at Reporting Date Using | |||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||
31-Dec-13 | |||||||||
Assets: | $ 4,603 | $ - | $ 4,603 | $ - | |||||
Liabilities: | - | - | - | - | |||||
31-Dec-12 | |||||||||
Assets: | $ 3 | $ - | $ 3 | - | |||||
Liabilities: | - | - | - | - | |||||
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 $0.987 billion and $1.257 billion at December 31, 2013 and 2012, respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices as of December 31, 2013 and 2012, respectively. The fair value of our debt was $0.997 billion and $1.261 billion at December 31, 2013 and 2012, respectively. The carrying values of our Global ABL Facility and remaining portions of our long-term debt approximate their fair values. | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
NOTE 15—COMMITMENTS AND CONTINGENCIES | ||||
Leases | ||||
We regularly enter into operating and capital lease arrangements for certain of our facilities and equipment. Our leases are renewable at our option for various periods through 2021. Certain renewal options are subject to escalation clauses and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Leases with escalation clauses based on an index, such as the consumer price index, are expensed and projected based on current rates. Leases with specified escalation steps are expensed and projected based on the rate in effect in the respective period which is not materially different than the straight-line method. We amortize leasehold improvements over the remaining life of the lease. Rental expense under our operating lease arrangements was $53.3 million, $48.3 million and $40.3 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||
Future minimum lease payments under noncancelable operating and capital lease arrangements having initial terms of one year or more are as follows (in thousands): | ||||
Operating Leases | Capital Leases | |||
2014 | $ 41,328 | $ 628 | ||
2015 | 33,268 | 297 | ||
2016 | 24,208 | 158 | ||
2017 | 18,448 | 117 | ||
2018 | 14,244 | 131 | ||
Thereafter | 16,686 | 568 | ||
$ 148,182 | $ 1,899 | |||
Legal Proceedings | ||||
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 various 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 the Company’s subsidiary, McJunkin Red Man Corporation, purportedly distributed. As of December 31, 2013, we are a named defendant in approximately 279 lawsuits involving approximately 930 claims. No asbestos lawsuit has resulted in a judgment against us to date, with the 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. | ||||
We annually conduct analyses of our asbestos-related litigation to estimate the adequacy of the reserve for pending and probable asbestos-related claims. Given these estimated reserves and existing insurance coverage that has been available to cover substantial portions of these claims, we believe that our current accruals and associated estimates relating to pending and probable asbestos-related litigation likely to be asserted over the next 15 years are currently adequate. This belief, however, relies on a number of assumptions, including: | ||||
· | That our future settlement payments, disease mix and dismissal rates will be materially consistent with historic experience; | |||
· | That future incidences of asbestos-related diseases in the U.S. will be materially consistent with current public health estimates; | |||
· | That the rates at which future asbestos-related mesothelioma incidences result in compensable claims filings against us will be materially consistent with its historic experience; | |||
· | That insurance recoveries for settlement payments and defense costs will be materially consistent with historic experience; | |||
· | That legal standards (and the interpretation of these standards) applicable to asbestos litigation will not change in material respects; | |||
· | That there are no materially negative developments in the claims pending against us; and | |||
· | That key co-defendants in current and future claims remain solvent. | |||
If any of these assumptions prove to be materially different in light of future developments, liabilities related to asbestos-related litigation may be materially different than amounts accrued or estimated. Further, while we anticipate that additional claims will be filed in the future, we are unable to predict with any certainty the number, timing and magnitude of such future claims. In our opinion, there are no pending legal proceedings that are likely to have a material adverse effect on our consolidated financial statements. | ||||
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, there are no material pending legal proceedings that are likely to have a material effect on our business, financial condition, results of operations or cash flows. | ||||
Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products 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 ultimate disposition of these claims and proceedings is not expected to have a material adverse effect on our financial position, results of operations or cash flows. | ||||
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 been immaterial to our consolidated financial statements. | ||||
Letters of Credit | ||||
Our letters of credit outstanding at December 31, 2013 approximated $33.2 million. | ||||
Bank Guarantees | ||||
Certain of our international subsidiaries have trade guarantees that banks have issued on their behalf. The amount of these guarantees at December 31, 2013 was approximately $6.7 million. | ||||
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. | ||||
Warranty Claims | ||||
We are involved from time to time in various warranty claims, which arise in the ordinary course of business. Historically, any settlements that have resulted from these warranty claims have been immaterial to our consolidated financial statements. | ||||
Quarterly_Information_Unaudite
Quarterly Information (Unaudited) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Quarterly Information (Unaudited) [Abstract] | ' | |||||||||
Quarterly Information (Unaudited) | ' | |||||||||
NOTE 16—QUARTERLY INFORMATION (UNAUDITED) | ||||||||||
Our quarterly financial information is presented in the table below (in millions, except per share amounts): | ||||||||||
First | Second | Third | Fourth | Year | ||||||
2013 | ||||||||||
Revenues | $ 1,305.1 | $ 1,267.8 | $ 1,313.7 | $ 1,344.2 | $ 5,230.8 | |||||
Gross profit | 246.6 | 243.9 | 238.3 | 226.0 | 954.8 | |||||
Net income (1) | 46.2 | 43.9 | 38.8 | 23.3 | 152.1 | |||||
EPS: | ||||||||||
Basic (1) | $ 0.45 | $ 0.43 | $ 0.38 | $ 0.23 | $ 1.50 | |||||
Diluted (1) | $ 0.45 | $ 0.43 | $ 0.38 | $ 0.23 | $ 1.48 | |||||
2012 | ||||||||||
Revenues | $ 1,382.6 | $ 1,430.4 | $ 1,451.1 | $ 1,306.7 | $ 5,570.8 | |||||
Gross profit | 236.6 | 241.7 | 277.2 | 258.3 | 1,013.7 | |||||
Net income (loss) (1) | 37.5 | 31.3 | 55.5 | -6.4 | 118.0 | |||||
EPS: | ||||||||||
Basic (1) | $ 0.44 | $ 0.32 | $ 0.55 | $ (0.06) | $ 1.22 | |||||
Diluted (1) | $ 0.44 | $ 0.32 | $ 0.54 | $ (0.06) | $ 1.22 | |||||
_______________ | ||||||||||
(1)Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. | ||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 17—SUBSEQUENT EVENTS | |
In January 2014, we terminated a profit sharing agreement with respect to certain oilfield supply and service stores in western Canada. This profit sharing agreement required us to make annual profit sharing payments to Europump related to PVF sales in the heavy oil region of Canada. In conjunction with the termination of this agreement, we sold our progressive cavity pump (“PCP”) distribution and servicing business to Europump, 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 expect the impact of this divestiture to be a reduction in sales of approximately $82 million in 2014; however, through the elimination of costs associated with the business, including the profit sharing payments to Europump, we expect the impact of the sale will have a modestly accretive impact on profitability going forward. However, we do anticipate a first quarter 2014 pre-tax charge of approximately $7 million ($4.6 million after-tax) associated with the termination of the profit sharing agreement. | |
In January 2014, we completed the $260 million acquisition of Stream AS. Headquartered in Norway, Stream 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 was funded with existing availability under our Global ABL Facility as well as cash on hand. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies [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 and Australasia. Our products are obtained from a broad range of suppliers. | |
Basis of Presentation | ' |
Basis of Presentation: 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. | |
Use of Estimates | ' |
Use of Estimates: The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates. | |
Cash Equivalents | ' |
Cash Equivalents: We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts: We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts, including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of income. | |
Inventories | ' |
Inventories: Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a better matching of costs and revenues. This practice excludes certain inventories, which are held outside of the United States, approximating $264.0 million and $318.9 million at December 31, 2013 and 2012, respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods. | |
Allowances for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales trends. The allowance, which totaled $23.2 million and $19.0 million at December 31, 2013 and 2012, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated realizable value. | |
Debt Issuance Costs | ' |
Debt Issuance Costs: We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. Debt issuance costs are reflected in other assets and totaled $19.1 million and $25.2 million, net of accumulated amortization of $5.7 million and $4.8 million, at December 31, 2013 and 2012, respectively. | |
Fixed Assets | ' |
Fixed Assets: Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred. | |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment annually or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at three reporting units that mirror our three segments (U.S., Canada and International). | |
The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. If the carrying value is more than the estimated fair value, we then calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, as well as valuation comparisons to similar businesses. These valuation methods require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that these assumptions and estimates are reasonable, the actual results may differ materially from the projected results. | |
Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. These valuation methods require us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. | |
Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two to twenty years. | |
The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test. | |
Derivatives and Hedging | ' |
Derivatives and Hedging: From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. | |
We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. | |
Fair Value | ' |
Fair Value: We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value: | |
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. | |
Level 2: Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. | |
Level 3: Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk). | |
Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. | |
Our impairment methodology for goodwill and other intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities. | |
Insurance | ' |
Insurance: We are self-insured for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a nonmaterial deductible program as they relate to insurance for property, stock throughput, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and employee healthcare. These programs have deductibles ranging from $25,000 to $1.0 million and are secured by various letters of credit totaling $6.5 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain a commercially reasonable umbrella/excess policy that covers liabilities in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our accrued liabilities related to all deductibles/retentions under insurance programs (other than employee healthcare) were $7.8 million and $5.9 million as of December 31, 2013 and 2012, respectively. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $3.3 million and $4.0 million as of December 31, 2013 and 2012, respectively. | |
Income Taxes | ' |
Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. | |
Deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of the deferred tax assets considered realizable however could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth. | |
Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year. | |
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements. | |
We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings. | |
Foreign Currency Translation and Transactions | ' |
Foreign Currency Translation and Transactions: The functional currency of our foreign operations is the applicable local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of income. | |
Equity-Based Compensation | ' |
Equity-Based Compensation: Our equity-based compensation consisted and consists of (i) restricted common units and profit units of PVF Holdings LLC, our former parent, and (ii) restricted stock and nonqualified stock options of our Company. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted common units, profit units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model and is recognized as compensation expense over the applicable vesting period. | |
Revenue Recognition | ' |
Revenue Recognition: Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenues. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title transfers. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of income. | |
Cost of Sales | ' |
Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances, and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales. Purchasing and warehousing costs approximated $37.2 million, $34.8 million, and $27.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Earnings Per Share | ' |
Earnings per Share: Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options and unvested restricted stock. Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk: Most of our business activity is with customers in the energy and industrial sectors. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many regions of the world. During 2013, 2012 and 2011, we did not have sales to any one customer in excess of 10% of gross sales. At those respective year-ends, no individual customer balances exceeded 10% of gross accounts receivable. | |
We have a broad supplier base, sourcing our products in most regions of the world. During 2013, 2012 and 2011, we did not have purchases from any one vendor in excess of 10% of our gross purchases. At those respective year-ends no individual vendor balance exceeded 10% of gross accounts payable. | |
We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote. | |
Segment Reporting | ' |
Segment Reporting: We have three operating and reportable segments, the United States of America, Canada, and International, which includes Europe, Asia, and Australasia. These segments represent our global business of providing pipe, valves, fittings 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 and petrochemical processing) markets, through our distribution operations located throughout the world. | |
Reclassifications | ' |
Reclassifications: Certain immaterial amounts in the prior years’ balance sheet and statements of cash flows have been reclassified to conform to the current year’s presentation. | |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board (“FASB”) issued Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which specifies that a cumulative translation adjustment (“CTA”) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings upon sale of the investment. When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity. CTA would be recognized in earnings in a business combination achieved in stages. ASU 2013-05 will be effective for us prospectively in 2014. We do not expect this update to have a material impact on our financial statements. | |
In July 2013, the FASB issued Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except in certain circumstances. This update does not require any new disclosures and is effective for annual and interim periods beginning after December 31, 2013. The amendments in this update will be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect this update to have a material impact on our financial statements. | |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Acquisitions [Abstract] | ' | |
Schedule of Purchase Price Allocation | ' | |
2013 | ||
Acquisitions | ||
Net assets acquired: | ||
Current assets, net of cash acquired | $ 18.6 | |
Other long-term assets | 1.8 | |
Customer base intangibles | 9.7 | |
Other intangible assets | 2.3 | |
Goodwill | 24.7 | |
Current liabilities | -9.8 | |
Other long-term liabilities | -0.5 | |
Cash consideration paid | $ 46.8 | |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Accounts Receivable [Abstract] | ' | |||||
Summary of Allowance for Doubtful Accounts | ' | |||||
December 31, | ||||||
2013 | 2012 | 2011 | ||||
Allowance for doubtful accounts | ||||||
Beginning balance | $ 5,270 | $ 4,815 | $ 4,451 | |||
Net Charge-offs | -2,435 | -1,973 | -69 | |||
Provision | -298 | 2,428 | 433 | |||
Ending balance | $ 2,537 | $ 5,270 | $ 4,815 | |||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Inventories [Abstract] | ' | |||
Composition of Inventory | ' | |||
December 31, | ||||
2013 | 2012 | |||
Finished goods inventory at average cost: | ||||
Energy carbon steel tubular products | $ 362,449 | $ 387,609 | ||
Valves, fittings, flanges and all other products | 763,119 | 752,630 | ||
1,125,568 | 1,140,239 | |||
Less: Excess of average cost over LIFO cost (LIFO reserve) | -130,802 | -150,982 | ||
Less: Other inventory reserves | -23,199 | -19,029 | ||
$ 971,567 | $ 970,228 | |||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Schedule of Property, Plant and Equipment | ' | |||||
December 31, | ||||||
Depreciable Life | 2013 | 2012 | ||||
Land and improvements | - | $ 16,930 | $ 17,465 | |||
Building and building improvements | 40 years | 63,494 | 58,090 | |||
Machinery and equipment | 3 to 10 years | 137,254 | 130,289 | |||
Property held under capital leases | 20 to 30 years | 4,438 | 3,500 | |||
222,116 | 209,344 | |||||
Allowances for depreciation and amortization | -103,193 | -86,886 | ||||
$ 118,923 | $ 122,458 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | ||||||||
Changes in Carrying Amount of Goodwill by Segment | ' | ||||||||
US | Canada | International | Total | ||||||
Goodwill at December 31, 2010 (1) | $ 509,478 | $ - | $ 39,906 | $ 549,384 | |||||
Acquisition of VSC | 2,780 | - | - | 2,780 | |||||
Acquisition of MRC SPF | - | - | 11,565 | 11,565 | |||||
Other | -211 | - | - | -211 | |||||
Effect of foreign currency translation | - | - | -2,248 | -2,248 | |||||
Goodwill at December 31, 2011 (1) | $ 512,047 | $ - | $ 49,223 | $ 561,270 | |||||
Acquisition of MRC PSA | - | - | 21,829 | 21,829 | |||||
Acquisition of PSS | 25,051 | - | - | 25,051 | |||||
Adjustment of MRC SPF purchase price | - | - | 1,197 | 1,197 | |||||
Effect of foreign currency translation | - | - | 1,045 | 1,045 | |||||
Goodwill at December 31, 2012 (1) | $ 537,098 | $ - | $ 73,294 | $ 610,392 | |||||
Acquisition of Flow Control | 15,257 | - | - | 15,257 | |||||
Acquisition of Flangefitt | - | - | 9,472 | 9,472 | |||||
Adjustment of PSS purchase price | -378 | - | - | -378 | |||||
Effect of foreign currency translation | - | - | -2,459 | -2,459 | |||||
Goodwill at December 31, 2013 (1) | $ 551,977 | $ - | $ 80,307 | $ 632,284 | |||||
(1)Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively. | |||||||||
Schedule of Other Intangible Assets by Major Classification | ' | ||||||||
Weighted- | |||||||||
Average | |||||||||
Amortization | Accumulated | Net Book | |||||||
Period (in years) | Gross | Amortization | Value | ||||||
31-Dec-13 | |||||||||
Customer base | 15.8 | $ 730,108 | $ (291,116) | $ 438,992 | |||||
Amortizable trade names | 6.1 | 18,099 | -9,268 | 8,831 | |||||
Indefinite lived trade names (1) | N/A | 260,023 | - | 260,023 | |||||
Noncompete agreements | 3 | 244 | -81 | 163 | |||||
15.5 | $ 1,008,474 | $ (300,465) | $ 708,009 | ||||||
31-Dec-12 | |||||||||
Customer base | 15.8 | $ 721,010 | $ (242,355) | $ 478,655 | |||||
Amortizable trade names | 6.7 | 15,671 | -6,577 | 9,094 | |||||
Indefinite lived trade names (1) | N/A | 260,023 | - | 260,023 | |||||
Noncompete agreements | 3.8 | 2,470 | -970 | 1,500 | |||||
15.6 | $ 999,174 | $ (249,902) | $ 749,272 | ||||||
(1)Net of accumulated impairment losses of $76.2 million. | |||||||||
Schedule of Amortization of Intangible Assets | ' | ||||||||
2014 | $ 53,830 | ||||||||
2015 | 53,207 | ||||||||
2016 | 51,671 | ||||||||
2017 | 50,023 | ||||||||
2018 | 49,092 | ||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Long-Term Debt [Abstract] | ' | |||
Components of Long-Term Debt | ' | |||
December 31, | ||||
2013 | 2012 | |||
Senior Secured Term Loan B, net of discount of $4,457 and $6,345 | $ 787,059 | $ 642,030 | ||
Global ABL Facility | 199,630 | 608,006 | ||
Other | 145 | 6,553 | ||
986,834 | 1,256,589 | |||
Less current portion | 7,935 | 6,500 | ||
$ 978,899 | $ 1,250,089 | |||
Interest on Borrowings | ' | |||
December 31, | ||||
2013 | 2012 | |||
Senior Secured Term Loan B, net of discount | 5.09% | 6.39% | ||
Global ABL Facility | 2.12% | 2.21% | ||
Schedule of Maturities of Long-Term Debt | ' | |||
2014 | $ 7,935 | |||
2015 | 8,080 | |||
2016 | 7,935 | |||
2017 | 207,565 | |||
2018 | 7,935 | |||
Thereafter | 747,384 | |||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||
Fair Value of Derivative Instruments Recorded in Consolidated Balance Sheets | ' | |||||||
31-Dec-13 | 31-Dec-12 | |||||||
Assets | Liabilities | Assets | Liabilities | |||||
Derivatives not designated as hedging instruments: | ||||||||
Foreign exchange forward contracts (1) | $ 4,603 | $ - | $ 3 | $ - | ||||
Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December 31, 2013 and 2012, respectively. | ||||||||
Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments | ' | |||||||
Year Ended December 31, | ||||||||
Derivatives not designated as hedging instruments: | 2013 | 2012 | 2011 | |||||
Foreign exchange forward contracts | $ 4,731 | $ 176 | $ 71 | |||||
Interest rate contracts | $ - | $ 2,010 | $ 6,973 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Taxes [Abstract] | ' | |||||
Components of Income Before Income Taxes | ' | |||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
United States | $ 231,434 | $ 156,226 | $ 50,654 | |||
Foreign | 5,477 | 25,470 | 5,114 | |||
$ 236,911 | $ 181,696 | $ 55,768 | ||||
Summary of Income Taxes Included in Consolidated Statements of Income | ' | |||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Current: | ||||||
Federal | $ 90,063 | $ 65,563 | $ 32,080 | |||
State | 8,058 | 6,569 | 2,878 | |||
Foreign | 6,518 | 12,038 | 8,188 | |||
104,639 | 84,170 | 43,146 | ||||
Deferred: | ||||||
Federal | -21,102 | -15,776 | -14,960 | |||
State | 2,818 | -1,256 | -1,177 | |||
Foreign | -1,539 | -3,400 | -225 | |||
-19,823 | -20,432 | -16,362 | ||||
Income tax expense | $ 84,816 | $ 63,738 | $ 26,784 | |||
Reconcilation of Statutory Federal Income Tax Rate | ' | |||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Federal tax expense at statutory rates | $ 82,918 | $ 63,474 | $ 19,518 | |||
State taxes | 3,855 | 3,453 | 977 | |||
Nondeductible expenses | 1,152 | 1,123 | 1,121 | |||
Effect of tax rate changes on existing temporary differences | 3,074 | - | 3,993 | |||
Effect of foreign operations | -9,752 | -3,565 | -499 | |||
Change in valuation allowance | 7,714 | -78 | 522 | |||
Other | -4,145 | -669 | 1,152 | |||
Income tax expense | $ 84,816 | $ 63,738 | $ 26,784 | |||
Effective tax rate | 35.8% | 35.1% | 48.0% | |||
Components of Current Deferred Tax Assets and Liabilities | ' | |||||
December 31, | ||||||
2013 | 2012 | |||||
Deferred tax assets: | ||||||
Allowance for doubtful accounts | $ 1,265 | $ 2,046 | ||||
Accruals and reserves | 16,603 | 12,617 | ||||
Net operating loss and tax credit carryforwards | 13,423 | 5,453 | ||||
Other | 1,270 | 1,504 | ||||
Subtotal | 32,561 | 21,620 | ||||
Valuation allowance | -14,155 | -2,059 | ||||
Total | 18,406 | 19,561 | ||||
Deferred tax liabilities: | ||||||
Accounts receivable | - | -4,550 | ||||
Inventory valuation | -81,208 | -79,575 | ||||
Property, plant and equipment | -8,538 | -11,210 | ||||
Intangible assets | -236,832 | -252,976 | ||||
Debt | -5,798 | -5,745 | ||||
Other | -177 | -11 | ||||
Total | -332,553 | -354,067 | ||||
Net deferred tax liability | $ (314,147) | $ (334,506) | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Stockholders' Equity [Abstract] | ' | |||||
Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets | ' | |||||
December 31, | ||||||
2013 | 2012 | |||||
Currency translation adjustments | $ (40,173) | $ (21,829) | ||||
Pension related adjustments | -249 | -335 | ||||
Accumulated other comprehensive loss | $ (40,422) | $ (22,164) | ||||
Earnings Per Share | ' | |||||
Year Ended December 31, | ||||||
2013 | 2012 | 2011 | ||||
Net income | $ 152,095 | $ 117,958 | $ 28,984 | |||
Average basic shares outstanding | 101,712 | 96,465 | 84,417 | |||
Effect of dilutive securities | 810 | 460 | 238 | |||
Average diluted shares outstanding | 102,522 | 96,925 | 84,655 | |||
Net income per share: | ||||||
Basic | $ 1.50 | $ 1.22 | $ 0.34 | |||
Diluted | $ 1.48 | $ 1.22 | $ 0.34 | |||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Employee Benefit Plans [Abstract] | ' | ||||||||
Schedule of Stock Options Activity | ' | ||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Exercise | Contractual | Intrinsic | |||||||
Options | Price | Term | Value | ||||||
(years) | (thousands) | ||||||||
Stock Options | |||||||||
Balance at December 31, 2012 | 3,758,758 | $ 18.05 | 7.4 | $ 36,585 | |||||
Granted | 726,746 | 29.53 | |||||||
Exercised | -262,586 | 12.50 | |||||||
Forfeited | -286,257 | 22.62 | |||||||
Expired | -2,576 | 12.52 | |||||||
Balance at December 31, 2013 | 3,934,085 | $ 20.47 | 7.0 | $ 46,144 | |||||
At December 31, 2013 | |||||||||
Options outstanding, vested and exercisable | 2,397,955 | $ 17.75 | 5.8 | $ 34,772 | |||||
Options outstanding, vested and expected to vest | 3,883,434 | $ 20.40 | 6.9 | $ 45,798 | |||||
Schedule of Restricted Stock Option Activity | ' | ||||||||
Weighted | |||||||||
Average | |||||||||
Grant-Date | |||||||||
Shares | Fair Value | ||||||||
Restricted Stock | |||||||||
Nonvested at December 31, 2012 | 134,211 | $ 15.65 | |||||||
Granted | 99,163 | 29.52 | |||||||
Vested | -135,179 | 15.76 | |||||||
Forfeited | -4,712 | 29.87 | |||||||
Nonvested at December 31, 2013 | 93,483 | $ 29.48 | |||||||
Summarized Award Activity Under Stock Option and Restricted Stock Plans | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Stock Options | |||||||||
Weighted-average, grant-date fair value of awards granted | $ 12.10 | $ 6.52 | $ 3.46 | ||||||
Total intrinsic value of stock options exercised | 4,717,693 | 1,089,830 | 1,715 | ||||||
Total fair value of stock options vested | 6,352,967 | 1,370,130 | 1,833,836 | ||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Restricted Stock | |||||||||
Weighted-average, grant-date fair value of awards granted | $ 29.48 | $ 15.65 | $ 14.36 | ||||||
Total fair value of restricted stock vested | 4,173,834 | 484,141 | 378,670 | ||||||
Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Risk-free interest rate | 0.86% | 0.90% | 1.32% | ||||||
Dividend yield (1) | 0.00% | 0.00% | 0.00% | ||||||
Expected volatility | 40.96% | 41.87% | 46.05% | ||||||
Expected life (in years) | 6.2 | 6.6 | 5.0 | ||||||
-1 | The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends. | ||||||||
Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Equity-based compensation expense: | |||||||||
Stock options | $ 13,329 | $ 7,533 | $ 6,707 | ||||||
Restricted stock | 2,159 | 481 | 412 | ||||||
Restricted common units | - | - | -1 | ||||||
Profit units | - | 461 | 1,267 | ||||||
Total equity-based compensation expense | $ 15,488 | $ 8,475 | $ 8,385 | ||||||
Income tax benefits related to equity-based compensation | $ 5,743 | $ 3,114 | $ 3,081 | ||||||
Unrecognized Compensation Expense Under Equity-Based Compensation Plans | ' | ||||||||
Weighted- | |||||||||
Average Vesting | December 31, | ||||||||
Period (in years) | 2013 | ||||||||
Unrecognized equity-based compensation expense: | |||||||||
Stock options | 2.9 | $ 10,168 | |||||||
Restricted stock | 3.5 | 1,950 | |||||||
Total unrecognized equity-based compensation expense | $ 12,118 | ||||||||
Segment_Geographic_and_Product1
Segment, Geographic and Product Line Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment, Geographic and Product Line Information [Abstract] | ' | ||||||||||||
Schedule of Financial Information for Each Segment | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Sales | |||||||||||||
U.S. | $ 3,967.6 | $ 4,238.4 | $ 3,849.2 | ||||||||||
Canada | 709.4 | 765.2 | 653.6 | ||||||||||
International | 553.8 | 567.2 | 329.6 | ||||||||||
Consolidated sales | $ 5,230.8 | $ 5,570.8 | $ 4,832.4 | ||||||||||
Depreciation and amortization | |||||||||||||
U.S. | $ 13.6 | $ 11.2 | $ 11.6 | ||||||||||
Canada | 2.0 | 2.1 | 2.5 | ||||||||||
International | 6.7 | 5.3 | 2.9 | ||||||||||
Total depreciation and amortization expense | $ 22.3 | $ 18.6 | $ 17.0 | ||||||||||
Amortization of intangibles | |||||||||||||
U.S. | $ 42.4 | $ 40.0 | $ 40.1 | ||||||||||
Canada | 2.4 | 2.5 | 4.5 | ||||||||||
International | 7.3 | 7.0 | 6.1 | ||||||||||
Total amortization of intangibles expense | $ 52.1 | $ 49.5 | $ 50.7 | ||||||||||
Operating income | |||||||||||||
U.S. | $ 280.1 | $ 358.3 | $ 166.5 | ||||||||||
Canada | 20.9 | 27.2 | 17.4 | ||||||||||
International | 10.8 | 21.5 | 10.7 | ||||||||||
Total operating income | 311.8 | 407.0 | 194.6 | ||||||||||
Interest expense | 60.7 | 112.5 | 136.8 | ||||||||||
Loss on early extinguishment of debt | - | 114.0 | - | ||||||||||
Other (income) expense | 14.2 | -1.2 | 2.0 | ||||||||||
Income before income taxes | $ 236.9 | $ 181.7 | $ 55.8 | ||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Total assets | |||||||||||||
United States | $ 2,732.3 | $ 2,732.4 | |||||||||||
Canada | 204.7 | 249.1 | |||||||||||
International | 398.7 | 388.2 | |||||||||||
Total assets | $ 3,335.7 | $ 3,369.7 | |||||||||||
Schedule of Percentages of Fixed Assets by Geographical Areas | ' | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Fixed assets | |||||||||||||
United States | 57% | 56% | |||||||||||
Canada | 24% | 24% | |||||||||||
International | 19% | 20% | |||||||||||
Total fixed assets | 100% | 100% | |||||||||||
Schedule of Net Sales by Product Line | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
Type | 2013 | 2012 | 2011 | ||||||||||
Energy carbon steel tubular products: | |||||||||||||
Line pipe | $ 1,061,881 | 20% | $ 1,158,512 | 21% | $ 1,033,976 | 21% | |||||||
Oil country tubular goods (OCTG) | 463,656 | 9% | 715,108 | 13% | 809,163 | 17% | |||||||
$ 1,525,537 | 29% | $ 1,873,620 | 34% | $ 1,843,139 | 38% | ||||||||
Valves, fittings, flanges and other products: | |||||||||||||
Valves and specialty products | $ 1,440,431 | 28% | $ 1,431,888 | 26% | $ 1,143,234 | 24% | |||||||
Carbon steel fittings and flanges and stainless steel | |||||||||||||
and alloy pipe and fittings | 1,135,818 | 22% | 1,175,276 | 21% | 870,581 | 18% | |||||||
Other | 1,129,006 | 21% | 1,090,074 | 19% | 975,469 | 20% | |||||||
$ 3,705,255 | 71% | $ 3,697,238 | 66% | $ 2,989,284 | 62% | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Measurements [Abstract] | ' | ||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||
Fair Value Measurements at Reporting Date Using | |||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||
31-Dec-13 | |||||||||
Assets: | $ 4,603 | $ - | $ 4,603 | $ - | |||||
Liabilities: | - | - | - | - | |||||
31-Dec-12 | |||||||||
Assets: | $ 3 | $ - | $ 3 | - | |||||
Liabilities: | - | - | - | - | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies [Abstract] | ' | |||
Future Minimum Lease Payment under Noncancelable Operating and Capital Lease Arrangements | ' | |||
Operating Leases | Capital Leases | |||
2014 | $ 41,328 | $ 628 | ||
2015 | 33,268 | 297 | ||
2016 | 24,208 | 158 | ||
2017 | 18,448 | 117 | ||
2018 | 14,244 | 131 | ||
Thereafter | 16,686 | 568 | ||
$ 148,182 | $ 1,899 | |||
Quarterly_Information_Unaudite1
Quarterly Information (Unaudited) (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Quarterly Information (Unaudited) [Abstract] | ' | |||||||||
Schedule of Quarterly Financial Information | ' | |||||||||
First | Second | Third | Fourth | Year | ||||||
2013 | ||||||||||
Revenues | $ 1,305.1 | $ 1,267.8 | $ 1,313.7 | $ 1,344.2 | $ 5,230.8 | |||||
Gross profit | 246.6 | 243.9 | 238.3 | 226.0 | 954.8 | |||||
Net income (1) | 46.2 | 43.9 | 38.8 | 23.3 | 152.1 | |||||
EPS: | ||||||||||
Basic (1) | $ 0.45 | $ 0.43 | $ 0.38 | $ 0.23 | $ 1.50 | |||||
Diluted (1) | $ 0.45 | $ 0.43 | $ 0.38 | $ 0.23 | $ 1.48 | |||||
2012 | ||||||||||
Revenues | $ 1,382.6 | $ 1,430.4 | $ 1,451.1 | $ 1,306.7 | $ 5,570.8 | |||||
Gross profit | 236.6 | 241.7 | 277.2 | 258.3 | 1,013.7 | |||||
Net income (loss) (1) | 37.5 | 31.3 | 55.5 | -6.4 | 118.0 | |||||
EPS: | ||||||||||
Basic (1) | $ 0.44 | $ 0.32 | $ 0.55 | $ (0.06) | $ 1.22 | |||||
Diluted (1) | $ 0.44 | $ 0.32 | $ 0.54 | $ (0.06) | $ 1.22 | |||||
_______________ | ||||||||||
(1)Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. | ||||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
segment | |||
Significant Accounting Policies [Line Items] | ' | ' | ' |
Inventory not valued at LIFO | $264,000,000 | $318,900,000 | ' |
Allowances for excess and obsolete inventories | 23,199,000 | 19,029,000 | ' |
Debt issuance costs | 19,100,000 | 25,200,000 | ' |
Accumulated amortization of debt issuance costs | 5,700,000 | 4,800,000 | ' |
Letters of credit securing non-material deductible program | 6,500,000 | ' | ' |
Accrued liabilities related to deductibles/retentions under insurance programs | 7,800,000 | 5,900,000 | ' |
Self-insurance reserves | 3,300,000 | 4,000,000 | ' |
Purchasing and warehousing costs not included in cost of sales | 37,200,000 | 34,800,000 | 27,300,000 |
Number of operating and reportable segments | 3 | ' | ' |
Vendor Concentration Risk [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Balance in excess of 10% of gross total | 0.00% | 0.00% | 0.00% |
Concentration risk benchmark percentage | 10.00% | 10.00% | 10.00% |
Sales [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Balance in excess of 10% of gross total | 0.00% | 0.00% | 0.00% |
Concentration risk benchmark percentage | 10.00% | 10.00% | 10.00% |
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Balance in excess of 10% of gross total | 0.00% | 0.00% | 0.00% |
Concentration risk benchmark percentage | 10.00% | 10.00% | 10.00% |
Accounts Payable [Member] | Vendor Concentration Risk [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Balance in excess of 10% of gross total | 0.00% | 0.00% | 0.00% |
Concentration risk benchmark percentage | 10.00% | 10.00% | 10.00% |
Minimum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Amortization based on straight-line method, years | '2 years | ' | ' |
Deductible | 25,000 | ' | ' |
Maximum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Amortization based on straight-line method, years | '20 years | ' | ' |
Deductible | $1,000,000 | ' | ' |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | item | item | |
Acquisitions [Abstract] | ' | ' | ' |
Number of acquisitions during the period | 2 | 3 | 2 |
Purchase price | $46.80 | $152.40 | $41.90 |
Acquisitions_Schedule_of_Purch
Acquisitions (Schedule of Purchase Price Allocation) (Details) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Net assets acquired: | ' |
Current assets, net of cash acquired | $18.60 |
Other long-term assets | 1.8 |
Customer base intangibles | 9.7 |
Other intangible assets | 2.3 |
Goodwill | 24.7 |
Current liabilities | -9.8 |
Other long-term liabilities | -0.5 |
Cash consideration paid | $46.80 |
Accounts_Receivable_Narrative_
Accounts Receivable (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Accounts Receivable [Abstract] | ' | ' |
Other allowances for accounts receivable | $3.10 | $3.30 |
Accounts_Receivable_Summary_of
Accounts Receivable (Summary of Allowance for Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for doubtful accounts | ' | ' | ' |
Beginning balance | $5,270 | $4,815 | $4,451 |
Net charge-offs | -2,435 | -1,973 | -69 |
Provision | -298 | 2,428 | 433 |
Ending balance | $2,537 | $5,270 | $4,815 |
Inventories_Details
Inventories (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | $1,125,568,000 | $1,140,239,000 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | -130,802,000 | -150,982,000 |
Less: Other inventory reserves | -23,199,000 | -19,029,000 |
Inventories, net | 971,567,000 | 970,228,000 |
Effect of LIFO decrement on cost of sales | 0 | 1,300,000 |
Energy Carbon Steel Tubular Products [Member] | ' | ' |
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | 362,449,000 | 387,609,000 |
Valves, Fittings, Flanges and all Other Products [Member] | ' | ' |
Finished goods inventory at average cost: | ' | ' |
Finished goods inventory at average cost | $763,119,000 | $752,630,000 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $222,116 | $209,344 |
Allowances for depreciation and amortization | -103,193 | -86,886 |
Property, Plant and Equipment, Net, Total | 118,923 | 122,458 |
Land and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 16,930 | 17,465 |
Building and Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, Depreciable Life | '40 years | ' |
Property, plant and equipment, gross | 63,494 | 58,090 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 137,254 | 130,289 |
Machinery and Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, Depreciable Life | '3 years | ' |
Machinery and Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, Depreciable Life | '10 years | ' |
Property Held Under Capital Leases [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $4,438 | $3,500 |
Property Held Under Capital Leases [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, Depreciable Life | '20 years | ' |
Property Held Under Capital Leases [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, Depreciable Life | '30 years | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Goodwill, Beginning Balance | $610,392,000 | [1] | $561,270,000 | [1] | $549,384,000 | [1] |
Other | ' | ' | -211,000 | |||
Effect of foreign currency translation | -2,459,000 | 1,045,000 | -2,248,000 | |||
Goodwill, Ending Balance | 632,284,000 | 610,392,000 | [1] | 561,270,000 | [1] | |
Net of accumulated impairment losses | 76,200,000 | ' | ' | |||
Acquisition of VSC [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | 2,780,000 | |||
Acquisition of MRC SPF [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | 11,565,000 | |||
Adjustment of purchase price | ' | 1,197,000 | ' | |||
Acquisition of MRC PSA [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | 21,829,000 | ' | |||
Flow Control Products [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | 15,257,000 | ' | ' | |||
Flangefitt Stainless Ltd. [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | 9,472,000 | ' | ' | |||
Acquisition of PSS [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | 25,051,000 | ' | |||
Adjustment of purchase price | -378,000 | ' | ' | |||
U.S. [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Goodwill, Beginning Balance | ' | ' | 509,478,000 | [1] | ||
Other | ' | ' | -211,000 | |||
Goodwill, Ending Balance | 551,977,000 | 537,098,000 | [1] | 512,047,000 | [1] | |
Net of accumulated impairment losses | 240,900,000 | ' | ' | |||
U.S. [Member] | Acquisition of VSC [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | 2,780,000 | |||
U.S. [Member] | Flow Control Products [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | 15,257,000 | ' | ' | |||
U.S. [Member] | Acquisition of PSS [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | 25,051,000 | ' | |||
Adjustment of purchase price | -378,000 | ' | ' | |||
Canada [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Goodwill, Beginning Balance | ' | [1] | ' | [1] | ' | [1] |
Other | ' | ' | ' | |||
Effect of foreign currency translation | ' | ' | ' | |||
Goodwill, Ending Balance | ' | ' | [1] | ' | [1] | |
Net of accumulated impairment losses | 69,000,000 | ' | ' | |||
Canada [Member] | Acquisition of VSC [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Canada [Member] | Acquisition of MRC SPF [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Adjustment of purchase price | ' | ' | ' | |||
Canada [Member] | Acquisition of MRC PSA [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Canada [Member] | Flow Control Products [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Canada [Member] | Flangefitt Stainless Ltd. [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Canada [Member] | Acquisition of PSS [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | ' | |||
Adjustment of purchase price | ' | ' | ' | |||
International [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Goodwill, Beginning Balance | 73,294,000 | [1] | 49,223,000 | [1] | 39,906,000 | [1] |
Effect of foreign currency translation | -2,459,000 | 1,045,000 | -2,248,000 | |||
Goodwill, Ending Balance | 80,307,000 | 73,294,000 | [1] | 49,223,000 | [1] | |
International [Member] | Acquisition of MRC SPF [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | ' | 11,565,000 | |||
Adjustment of purchase price | ' | 1,197,000 | ' | |||
International [Member] | Acquisition of MRC PSA [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | ' | 21,829,000 | ' | |||
International [Member] | Flangefitt Stainless Ltd. [Member] | ' | ' | ' | |||
Schedule Of Intangible Assets By Segment [Line Items] | ' | ' | ' | |||
Acquisition | $9,472,000 | ' | ' | |||
[1] | Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively. |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets by Major Classification) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Intangible Assets By Major Class [Line Items] | ' | ' | ||
Weighted- Average Amortization Period (in years) | '15 years 6 months | '15 years 7 months 6 days | ||
Gross | $1,008,474,000 | $999,174,000 | ||
Accumulated Amortization | -300,465,000 | -249,902,000 | ||
Finite-Lived Intangible Assets, Net, Total | 708,009,000 | 749,272,000 | ||
Net of accumulated impairment losses | 76,200,000 | ' | ||
Customer Base [Member] | ' | ' | ||
Intangible Assets By Major Class [Line Items] | ' | ' | ||
Weighted- Average Amortization Period (in years) | '15 years 9 months 18 days | '15 years 9 months 18 days | ||
Gross | 730,108,000 | 721,010,000 | ||
Accumulated Amortization | -291,116,000 | -242,355,000 | ||
Finite-Lived Intangible Assets, Net, Total | 438,992,000 | 478,655,000 | ||
Amortizable Trade Names [Member] | ' | ' | ||
Intangible Assets By Major Class [Line Items] | ' | ' | ||
Weighted- Average Amortization Period (in years) | '6 years 1 month 6 days | '6 years 8 months 12 days | ||
Gross | 18,099,000 | 15,671,000 | ||
Accumulated Amortization | -9,268,000 | -6,577,000 | ||
Finite-Lived Intangible Assets, Net, Total | 8,831,000 | 9,094,000 | ||
Noncompete Agreements [Member] | ' | ' | ||
Intangible Assets By Major Class [Line Items] | ' | ' | ||
Weighted- Average Amortization Period (in years) | '3 years | '3 years 9 months 18 days | ||
Gross | 244,000 | 2,470,000 | ||
Accumulated Amortization | -81,000 | -970,000 | ||
Finite-Lived Intangible Assets, Net, Total | 163,000 | 1,500,000 | ||
Indefinite Lived Trade Names [Member] | ' | ' | ||
Intangible Assets By Major Class [Line Items] | ' | ' | ||
Gross | 260,023,000 | [1] | 260,023,000 | [1] |
Finite-Lived Intangible Assets, Net, Total | $260,023,000 | [1] | $260,023,000 | [1] |
[1] | Net of accumulated impairment losses of $76.2 million. |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Schedule of Amortization of Intangible Assets) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill and Other Intangible Assets [Abstract] | ' |
2014 | $53,830 |
2015 | 53,207 |
2016 | 51,671 |
2017 | 50,023 |
2018 | $49,092 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 4 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Maximum [Member] | Senior Secured Term Loan B, Net of Discount [Member] | Senior Secured Term Loan B, Net of Discount [Member] | Senior Secured Term Loan B, Net of Discount [Member] | Senior Secured Term Loan B, Net of Discount [Member] | 9.50% Senior Secured Notes Due 2016 [Member] | 9.50% Senior Secured Notes Due 2016 [Member] | 9.50% Senior Secured Notes Due 2016 [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member] | Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member] | LIBOR [Member] | Other Customary Restrictive Covenants [Member] | Company May Incur First Lien Indebtedness Pari Passu to the Term Loan [Member] | Company May Incur Second Lien Indebtedness [Member] | Company May Incur Unsecured Indebtedness [Member] | Company May Incur Indebtedness [Member] | United States [Member] | United States [Member] | United States [Member] | Canada [Member] | United Kingdom [Member] | Australia [Member] | Netherlands [Member] | Belgium [Member] | |||
Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | Global ABL Facility [Member] | ||||||||||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $986,834,000 | $1,256,589,000 | ' | $787,059,000 | $793,500,000 | $642,030,000 | $650,000,000 | $861,300,000 | $188,700,000 | ' | $199,630,000 | $608,006,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity period | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of senior secured notes | ' | 1,135,223,000 | ' | ' | ' | ' | ' | ' | 205,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption resulted in pre-tax loss | ' | ' | ' | ' | ' | ' | ' | 92,200,000 | 21,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of premium for early redemption | ' | ' | ' | ' | ' | ' | ' | 68,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan accordion feature | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrestricted cash of Term Loan | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured leverage ratio | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | ' | 2.5 | ' | 3.25 | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | 9-Nov-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan annual amortization percentage | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital stock in foreign subsidiaries securing Term Loan B | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest at base rate | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate based on LIBOR | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 2.00% | ' | ' | ' | ' | ' |
Debt instrument basis spread on variable rate | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument rate basis step down | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated total leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium for re-pricing transactions | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in cash flow | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in cash flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Junior secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness under Global ABL Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Borrowing Base of accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Borrowing Base of inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, durational term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 977,000,000 | ' | ' | 170,000,000 | 12,000,000 | 75,000,000 | 9,000,000 | 7,000,000 |
Global ABL accordian feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, availability | $776,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Significant_Comp
Long-Term Debt (Significant Components of Long-Term Debt) (Details) (USD $) | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2012 | Nov. 30, 2012 |
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-term debt | $986,834 | ' | $1,256,589 | ' |
Less current portion | 7,935 | ' | 6,500 | ' |
Long-term debt, net | 978,899 | ' | 1,250,089 | ' |
Senior Secured Term Loan B, Net of Discount [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-term debt | 787,059 | 793,500 | 642,030 | 650,000 |
Original issue discount on senior secured notes | 4,457 | ' | 6,345 | ' |
Global ABL Facility [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-term debt | 199,630 | ' | 608,006 | ' |
Other [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-term debt | $145 | ' | $6,553 | ' |
LongTerm_Debt_Interest_on_Borr
Long-Term Debt (Interest on Borrowings) (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Global ABL Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted-average interest rate | 2.12% | 2.21% |
Senior Secured Term Loan B, Net of Discount [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted-average interest rate | 5.09% | 6.39% |
LongTerm_Debt_Schedule_of_Matu
Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Long-Term Debt [Abstract] | ' |
2014 | $7,935 |
2015 | 8,080 |
2016 | 7,935 |
2017 | 207,565 |
2018 | 7,935 |
Thereafter | $747,384 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Fair Value of Derivative Instruments Recorded in Consolidated Balance Sheets) (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | ||
USD ($) | USD ($) | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | |||
USD ($) | NOK | |||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ||
Foreign exchange forward contracts, Assets | $4,603,000 | [1] | $3,000 | [1] | ' | ' |
Foreign exchange forward contracts, Liabilities | ' | [1] | ' | [1] | ' | ' |
Notional amount of forward foreign exchange contracts | $331,000,000 | $69,000,000 | $260,000,000 | 1,600,000,000 | ||
[1] | Included in bAccrued expenses and other current liabilitiesb or bother current assetsb in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69B million at DecemberB 31, 2013 and 2012, respectively. |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative Financial Instruments [Abstract] | ' | ' | ' |
Derivatives not designated as hedging instruments, Foreign exchange forward contracts | $4,731 | $176 | $71 |
Derivatives not designated as hedging instruments, Interest rate contracts | ' | $2,010 | $6,973 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Loss Carryforwards [Line Items] | ' | ' |
Foreign tax credit carryforwards | $4.40 | ' |
U.S. [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
State net operating loss carryforwards | 101.6 | ' |
State net operating loss carryforwards future expiration date | '2033 | ' |
Income tax examination, description | 'We are no longer subject to U.S. federal income tax examination for all years through 2009 and the statute of limitations at our international locations is generally six to seven years. | ' |
Non-U.S. [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
State net operating loss carryforwards future expiration date | '2022 | ' |
State net operating loss carryforwards | 34.6 | ' |
State net operating loss carryforwards with no expiration | 30.6 | ' |
State net operating loss carryforwards with expiration | 4 | ' |
Temporary differences representing earnings of non-US subsidiaries for which deferred income taxes are not provided | $192.90 | $189.40 |
Minimum [Member] | Non-U.S. [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Income tax examination, statute of limitations | '6 years | ' |
Maximum [Member] | Non-U.S. [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Income tax examination, statute of limitations | '7 years | ' |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
United States | $231,434 | $156,226 | $50,654 |
Foreign | 5,477 | 25,470 | 5,114 |
Income before income taxes | $236,911 | $181,696 | $55,768 |
Income_Taxes_Summary_of_Income
Income Taxes (Summary of Income Taxes Included in Consolidated Statements of Income) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | $90,063 | $65,563 | $32,080 |
State | 8,058 | 6,569 | 2,878 |
Foreign | 6,518 | 12,038 | 8,188 |
Current income tax expense | 104,639 | 84,170 | 43,146 |
Deferred: | ' | ' | ' |
Federal | -21,102 | -15,776 | -14,960 |
State | 2,818 | -1,256 | -1,177 |
Foreign | -1,539 | -3,400 | -225 |
Deferred income tax expense (benefit) | -19,823 | -20,432 | -16,362 |
Income tax expense | $84,816 | $63,738 | $26,784 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Statutory Federal Income Tax Rate) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Federal tax expense at statutory rates | $82,918 | $63,474 | $19,518 |
State taxes | 3,855 | 3,453 | 977 |
Nondeductible expenses | 1,152 | 1,123 | 1,121 |
Effect of tax rate changes on existing temporary differences | 3,074 | ' | 3,993 |
Effect of foreign operations | -9,752 | -3,565 | -499 |
Change in valuation allowance | 7,714 | -78 | 522 |
Other | -4,145 | -669 | 1,152 |
Income tax expense | $84,816 | $63,738 | $26,784 |
Effective tax rate | 35.80% | 35.10% | 48.00% |
Income_Taxes_Components_of_Def
Income Taxes (Components of Deferred Income Taxes) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Allowance for doubtful accounts | $1,265 | $2,046 |
Accruals and reserves | 16,603 | 12,617 |
Net operating loss and tax credit carryforwards | 13,423 | 5,453 |
Other | 1,270 | 1,504 |
Subtotal | 32,561 | 21,620 |
Valuation allowance | -14,155 | -2,059 |
Total | 18,406 | 19,561 |
Deferred tax liabilities: | ' | ' |
Accounts receivable | ' | -4,550 |
Inventory valuation | -81,208 | -79,575 |
Property, plant and equipment | -8,538 | -11,210 |
Intangible assets | -236,832 | -252,976 |
Debt | -5,798 | -5,745 |
Other | -177 | -11 |
Total | -332,553 | -354,067 |
Net deferred tax liability | ($314,147) | ($334,506) |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholders' Equity [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ' |
Preferred stock, shares issued | 0 | 0 | ' |
Preferred stock, shares outstanding | 0 | 0 | ' |
Stock Options [Member] | ' | ' | ' |
Stockholders' Equity [Line Items] | ' | ' | ' |
Anti-dilutive securities | 500,000 | 2,100,000 | 2,300,000 |
Stockholders_Equity_Accumulate
Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Stockholders' Equity [Abstract] | ' | ' |
Currency translation adjustments | ($40,173) | ($21,829) |
Pension related adjustments | -249 | -335 |
Accumulated other comprehensive loss | ($40,422) | ($22,164) |
Stockholders_Equity_Earnings_P
Stockholders' Equity (Earnings Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||||
Stockholders' Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Net income | $23,300 | $38,800 | $43,900 | $46,200 | ($6,400) | $55,500 | $31,300 | $37,500 | $152,095 | $117,958 | $28,984 | ||||||||||
Average basic shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 101,712 | 96,465 | 84,417 | ||||||||||
Effect of dilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | 810 | 460 | 238 | ||||||||||
Average diluted shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 102,522 | 96,925 | 84,655 | ||||||||||
Net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Basic | $0.23 | [1] | $0.38 | [1] | $0.43 | [1] | $0.45 | [1] | ($0.06) | [1] | $0.55 | [1] | $0.32 | [1] | $0.44 | [1] | $1.50 | [1] | $1.22 | [1] | $0.34 |
Diluted | $0.23 | [1] | $0.38 | [1] | $0.43 | [1] | $0.45 | [1] | ($0.06) | [1] | $0.54 | [1] | $0.32 | [1] | $0.44 | [1] | $1.48 | [1] | $1.22 | [1] | $0.34 |
[1] | Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans (Narrative) (Details) (USD $) | 12 Months Ended | 21 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
employee | 2007 Stock Option Plan [Member] | 2007 Restricted Stock Plan [Member] | 2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | November 2013 Secondary Offering [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Goldman Sachs Funds [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Profit Units [Member] | Profit Units [Member] | Director [Member] | |||
2011 Omnibus Incentive Plan [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for grant | ' | ' | ' | 3,750,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | ' | ' | ' | ' | 3,250,000 | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum term for stock option plan grant | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | '4 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year |
Common stock, shares outstanding | 101,913,000 | 101,563,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,141,547 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options vested | ' | ' | ' | ' | ' | ' | ' | 852,939 | ' | ' | ' | ' | ' | 2,397,955 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of restricted stock vested | ' | ' | ' | ' | ' | ' | ' | 134,211 | ' | ' | ' | ' | ' | ' | ' | ' | 135,179 | ' | ' | ' | ' | ' |
Shares of restricted stock granted | ' | ' | ' | ' | ' | 99,163 | 1,890,670 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,163 | ' | ' | ' | ' | ' |
Stock options exercised | ' | ' | ' | ' | 262,586 | ' | ' | ' | ' | ' | ' | ' | ' | 262,586 | ' | ' | ' | ' | ' | ' | ' | ' |
Grant of stock options | ' | ' | ' | ' | 0 | 726,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | $15,488,000 | $8,475,000 | $8,385,000 | ' | ' | ' | ' | $5,200,000 | ' | ' | ' | ' | ' | $13,329,000 | $7,533,000 | $6,707,000 | $2,159,000 | $481,000 | $412,000 | $461,000 | $1,267,000 | ' |
Stock options issued or granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 726,746 | ' | ' | ' | ' | ' | ' | ' | ' |
Employer matching contribution | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined contribution plans | 10,500,000 | 9,000,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined benefit pension plan, number of current and former employees | 13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined benefit pension plan liability | $500,000 | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee_Benefit_Plans_Schedul
Employee Benefit Plans (Schedule of Stock Option Activity Plans) (Details) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options outstanding, vested and expected to vest, Options | 3,883,434 |
Options outstanding, vested and expected to vest, Weighted Average Exercise Price | $20.40 |
Options outstanding, vested and expected to vest, Weighted Average Remaining Contractual Term | '6 years 10 months 24 days |
Options outstanding, vested and expected to vest, Aggregate Intrinsic Value | $45,798 |
Stock Options [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Beginning Balance, Options | 3,758,758 |
Granted, Options | 726,746 |
Exercised, Options | -262,586 |
Forfeited, Options | -286,257 |
Expired, Options | -2,576 |
Ending Balance, Options | 3,934,085 |
Options outstanding, vested and exercisable, Options | 2,397,955 |
Beginning Balance, Weighted Average Exercise Price | $18.05 |
Granted, Weighted Average Exercise Price | $29.53 |
Exercised, Weighted Average Exercise Price | $12.50 |
Forfeited, Weighted Average Exercise Price | $22.62 |
Expired, Weighted Average Exercise Price | $12.52 |
Ending Balance, Weighted Average Exercise Price | $20.47 |
Options outstanding, vested and exercisable, Weighted Average Exercise Price | $17.75 |
Beginning Balance, Weighted Average Remaining Contractual Term | '7 years 4 months 24 days |
Ending Balance, Weighted Average Remaining Contractual Term | '7 years |
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Term | '5 years 9 months 18 days |
Beginning Balance, Aggregate Intrinsic Value | 36,585 |
Ending Balance, Aggregate Intrinsic Value | 46,144 |
Options outstanding, vested and exercisable, Aggregate Intrinsic Value | $34,772 |
Employee_Benefit_Plans_Schedul1
Employee Benefit Plans (Schedule of Restricted Stock Option Activity Plans) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Nonvested, Beginning Balance, Shares | 134,211 |
Granted, Shares | 99,163 |
Vested, Shares | -135,179 |
Forfeited, Shares | -4,712 |
Nonvested, Ending Balance, Shares | 93,483 |
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value | $15.65 |
Granted, Weighted Average Grant-Date Fair Value | $29.52 |
Vested, Weighted Average Grant-Date Fair Value | $15.76 |
Forfeited, Weighted Average Grant-Date Fair Value | $29.87 |
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value | $29.48 |
Employee_Benefit_Plans_Summari
Employee Benefit Plans (Summarized Award Activity Under Stock Option and Restricted Stock Plans) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted-average, grant-date fair value of awards granted | $12.10 | $6.52 | $3.46 |
Total intrinsic value of stock options exercised | $4,717,693 | $1,089,830 | $1,715 |
Total fair value of stock options vested | 6,352,967 | 1,370,130 | 1,833,836 |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted-average, grant-date fair value of awards granted | $29.48 | $15.65 | $14.36 |
Total fair value of restricted stock vested | $4,173,834 | $484,141 | $378,670 |
Employee_Benefit_Plans_Weighte
Employee Benefit Plans (Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options) (Details) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Employee Benefit Plans [Abstract] | ' | ' | ' | |||
Risk-free interest rate | 0.86% | 0.90% | 1.32% | |||
Dividend yield | 0.00% | [1] | 0.00% | [1] | 0.00% | [1] |
Expected volatility | 40.96% | 41.87% | 46.05% | |||
Expected life (in years) | '6 years 2 months 12 days | '6 years 7 months 6 days | '5 years | |||
[1] | The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate bspecialb dividends. |
Employee_Benefit_Plans_Recogni
Employee Benefit Plans (Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ' |
Equity-based compensation expense | $15,488 | $8,475 | $8,385 |
Income tax benefits related to equity-based compensation | 5,743 | 3,114 | 3,081 |
Stock Options [Member] | ' | ' | ' |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ' |
Equity-based compensation expense | 13,329 | 7,533 | 6,707 |
Restricted Stock [Member] | ' | ' | ' |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ' |
Equity-based compensation expense | 2,159 | 481 | 412 |
Restricted Common Units [Member] | ' | ' | ' |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ' |
Equity-based compensation expense | ' | ' | -1 |
Profit Units [Member] | ' | ' | ' |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ' |
Equity-based compensation expense | ' | $461 | $1,267 |
Employee_Benefit_Plans_Unrecog
Employee Benefit Plans (Unrecognized Compensation Expense Under Equity-Based Compensation Plans) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized equity-based compensation expense | $12,118 |
Stock Options [Member] | ' |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | '2 years 10 months 24 days |
Unrecognized equity-based compensation expense | 10,168 |
Restricted Stock [Member] | ' |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | '3 years 6 months |
Unrecognized equity-based compensation expense | $1,950 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Rent expense attributable to related parties | $2,000,000 | $4,300,000 | $5,500,000 |
Future minimum rental payments, 2014 | 41,328,000 | ' | ' |
Future minimum rental payments, 2015 | 33,268,000 | ' | ' |
Future minimum rental payments, 2016 | 24,208,000 | ' | ' |
Future minimum rental payments, 2017 | 18,448,000 | ' | ' |
Future minimum rental payments, 2018 and thereafter | 16,686,000 | ' | ' |
Europump Systems Inc. [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Purchases from affiliates | 42,300,000 | 39,300,000 | 42,000,000 |
Amounts payable to affiliates | 0 | 4,900,000 | ' |
Sales to affiliates | 2,100,000 | 1,200,000 | 2,500,000 |
Receivables from affiliates | 800,000 | 200,000 | ' |
Profit sharing expense to affiliates | 6,200,000 | 7,900,000 | 5,800,000 |
Related Parties [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Future minimum rental payments, 2014 | 2,000,000 | ' | ' |
Future minimum rental payments, 2015 | 1,400,000 | ' | ' |
Future minimum rental payments, 2016 | 1,500,000 | ' | ' |
Future minimum rental payments, 2017 | 1,400,000 | ' | ' |
Future minimum rental payments, 2018 and thereafter | 1,400,000 | ' | ' |
Cypress Energy Partners LP [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Sales to affiliates | 400,000 | ' | ' |
Goldman Sachs Funds [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Sales to affiliates | 33,700,000 | 23,100,000 | 12,000,000 |
Receivables from affiliates | 7,000,000 | 5,000,000 | ' |
Payments made to affiliates | 10,900,000 | 13,200,000 | 300,000 |
Payment made for treasury, accounts receivables collection software and disaster recovery systems | $600,000 | $900,000 | ' |
Segment_Geographic_and_Product2
Segment, Geographic and Product Line Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
segment | |
Segment, Geographic and Product Line Information [Abstract] | ' |
Business segments | 3 |
Segment_Geographic_and_Product3
Segment, Geographic and Product Line Information (Schedule of Financial Information for Each Segment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |||||
Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Consolidated sales | $1,344,200,000 | $1,313,700,000 | $1,267,800,000 | $1,305,100,000 | $1,306,700,000 | $1,451,100,000 | $1,430,400,000 | $1,382,600,000 | $5,230,792,000 | $5,570,858,000 | $4,832,423,000 | ' | ||||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | 22,300,000 | 18,600,000 | 17,000,000 | ' | ||||
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total amortization of intangibles expense | ' | ' | ' | ' | ' | ' | ' | ' | 52,072,000 | 49,466,000 | 50,652,000 | ' | ||||
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total operating income | ' | ' | ' | ' | ' | ' | ' | ' | 311,765,000 | 406,990,000 | 194,589,000 | ' | ||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -60,685,000 | -112,519,000 | -136,844,000 | ' | ||||
Loss on early extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 113,961,000 | ' | ' | ||||
Other (income) expense | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | -1,200,000 | 2,000,000 | ' | ||||
Income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 236,911,000 | 181,696,000 | 55,768,000 | ' | ||||
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total goodwill | 632,284,000 | ' | ' | ' | 610,392,000 | [1] | ' | ' | ' | 632,284,000 | 610,392,000 | [1] | 561,270,000 | [1] | 549,384,000 | [1] |
Total assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total assets | 3,335,682,000 | ' | ' | ' | 3,369,727,000 | ' | ' | ' | 3,335,682,000 | 3,369,727,000 | ' | ' | ||||
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Consolidated sales | ' | ' | ' | ' | ' | ' | ' | ' | 3,967,600,000 | 4,238,400,000 | 3,849,200,000 | ' | ||||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | 13,600,000 | 11,200,000 | 11,600,000 | ' | ||||
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total amortization of intangibles expense | ' | ' | ' | ' | ' | ' | ' | ' | 42,400,000 | 40,000,000 | 40,100,000 | ' | ||||
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total operating income | ' | ' | ' | ' | ' | ' | ' | ' | 280,100,000 | 358,300,000 | 166,500,000 | ' | ||||
Total assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total assets | 2,732,300,000 | ' | ' | ' | 2,732,400,000 | ' | ' | ' | 2,732,300,000 | 2,732,400,000 | ' | ' | ||||
Canada [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Consolidated sales | ' | ' | ' | ' | ' | ' | ' | ' | 709,400,000 | 765,200,000 | 653,600,000 | ' | ||||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,100,000 | 2,500,000 | ' | ||||
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total amortization of intangibles expense | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 2,500,000 | 4,500,000 | ' | ||||
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total operating income | ' | ' | ' | ' | ' | ' | ' | ' | 20,900,000 | 27,200,000 | 17,400,000 | ' | ||||
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total goodwill | ' | ' | ' | ' | ' | [1] | ' | ' | ' | ' | ' | [1] | ' | [1] | ' | [1] |
Total assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total assets | 204,700,000 | ' | ' | ' | 249,100,000 | ' | ' | ' | 204,700,000 | 249,100,000 | ' | ' | ||||
International [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Consolidated sales | ' | ' | ' | ' | ' | ' | ' | ' | 553,800,000 | 567,200,000 | 329,600,000 | ' | ||||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total depreciation and amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | 6,700,000 | 5,300,000 | 2,900,000 | ' | ||||
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total amortization of intangibles expense | ' | ' | ' | ' | ' | ' | ' | ' | 7,300,000 | 7,000,000 | 6,100,000 | ' | ||||
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total operating income | ' | ' | ' | ' | ' | ' | ' | ' | 10,800,000 | 21,500,000 | 10,700,000 | ' | ||||
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total goodwill | 80,307,000 | ' | ' | ' | 73,294,000 | [1] | ' | ' | ' | 80,307,000 | 73,294,000 | [1] | 49,223,000 | [1] | 39,906,000 | [1] |
Total assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total assets | $398,700,000 | ' | ' | ' | $388,200,000 | ' | ' | ' | $398,700,000 | $388,200,000 | ' | ' | ||||
[1] | Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively. |
Segment_Geographic_and_Product4
Segment, Geographic and Product Line Information (Schedule of Percentage of Net Revenues by Geographical Areas) (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' |
Total fixed assets, percentage | 100.00% | 100.00% |
United States [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total fixed assets, percentage | 57.00% | 56.00% |
Canada [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total fixed assets, percentage | 24.00% | 24.00% |
International [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total fixed assets, percentage | 19.00% | 20.00% |
Segment_Geographic_and_Product5
Segment, Geographic and Product Line Information (Schedule of Net Sales by Product Line) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Energy Carbon Steel Tubular Products [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $1,525,537 | $1,873,620 | $1,843,139 |
Percentage of net sales | 29.00% | 34.00% | 38.00% |
Energy Carbon Steel Tubular Products [Member] | Line Pipe [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 1,061,881 | 1,158,512 | 1,033,976 |
Percentage of net sales | 20.00% | 21.00% | 21.00% |
Energy Carbon Steel Tubular Products [Member] | Oil Country Tubular Goods (OCTG) [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 463,656 | 715,108 | 809,163 |
Percentage of net sales | 9.00% | 13.00% | 17.00% |
Valves, Fittings, Flanges and all Other Products [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 3,705,255 | 3,697,238 | 2,989,284 |
Percentage of net sales | 71.00% | 66.00% | 62.00% |
Valves, Fittings, Flanges and all Other Products [Member] | Valves and Specialty Products [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 1,440,431 | 1,431,888 | 1,143,234 |
Percentage of net sales | 28.00% | 26.00% | 24.00% |
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 | 1,135,818 | 1,175,276 | 870,581 |
Percentage of net sales | 22.00% | 21.00% | 18.00% |
Valves, Fittings, Flanges and all Other Products [Member] | Other [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $1,129,006 | $1,090,074 | $975,469 |
Percentage of net sales | 21.00% | 19.00% | 20.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets: | $4,603,000 | $3,000 |
Liabilities: | ' | ' |
Carrying value of debt | 987,000,000 | 1,257,000,000 |
Fair value of our debt | 997,000,000 | 1,261,000,000 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets: | ' | ' |
Liabilities: | ' | ' |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets: | 4,603,000 | 3,000 |
Liabilities: | ' | ' |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets: | ' | ' |
Liabilities: | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Loss Contingencies [Line Items] | ' | ' | ' |
Operating rental expense | $53.30 | $48.30 | $40.30 |
Letters of credit outstanding | 33.2 | ' | ' |
Bank guarantees outstanding | $6.70 | ' | ' |
Asbestos [Member] | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Number of lawsuits | 279 | ' | ' |
Asbestos related pending claims | 930 | ' | ' |
Period that projected payments of asbestos claims are projected | '15 years | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Future Minimum Lease Payment Under Noncancelable Operating and Capital Lease Arrangements) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Abstract] | ' |
2014 | $41,328 |
2015 | 33,268 |
2016 | 24,208 |
2017 | 18,448 |
2018 | 14,244 |
Thereafter | 16,686 |
Total | 148,182 |
2014 | 628 |
2015 | 297 |
2016 | 158 |
2017 | 117 |
2018 | 131 |
Thereafter | 568 |
Total | $1,899 |
Quarterly_Information_Unaudite2
Quarterly Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||||
Quarterly Information (Unaudited) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Revenues | $1,344,200 | $1,313,700 | $1,267,800 | $1,305,100 | $1,306,700 | $1,451,100 | $1,430,400 | $1,382,600 | $5,230,792 | $5,570,858 | $4,832,423 | ||||||||||
Gross profit | 226,000 | 238,300 | 243,900 | 246,600 | 258,300 | 277,200 | 241,700 | 236,600 | 954,759 | 1,013,743 | 708,152 | ||||||||||
Net income (loss) | $23,300 | $38,800 | $43,900 | $46,200 | ($6,400) | $55,500 | $31,300 | $37,500 | $152,095 | $117,958 | $28,984 | ||||||||||
Basic | $0.23 | [1] | $0.38 | [1] | $0.43 | [1] | $0.45 | [1] | ($0.06) | [1] | $0.55 | [1] | $0.32 | [1] | $0.44 | [1] | $1.50 | [1] | $1.22 | [1] | $0.34 |
Diluted | $0.23 | [1] | $0.38 | [1] | $0.43 | [1] | $0.45 | [1] | ($0.06) | [1] | $0.54 | [1] | $0.32 | [1] | $0.44 | [1] | $1.48 | [1] | $1.22 | [1] | $0.34 |
[1] | Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 |
In Millions, unless otherwise specified | Subsequent Event [Member] | Stream AS [Member] | Forecast [Member] | |
Progressive Cavity Pump ("PCP") [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Expected reduction in sales from divestiture | ' | $82 | ' | ' |
Pre-tax charge associated with termination of profit sharing agreement | ' | ' | ' | 7 |
After-tax charge associated with termination of profit sharing agreement | ' | ' | ' | 4.6 |
Acquisition | $46.80 | ' | $260 | ' |