mrc20200629_8k.htm
false 0001439095 0001439095 2020-10-28 2020-10-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
 
FORM 8-K
 
_________________________________
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
date of Report (Date of earliest event reported): October 28, 2020
___________________________________
 
MRC Global inc.
(Exact name of registrant as specified in its charter)
___________________________________
 
Delaware
(State or other jurisdiction of incorporation)
001-35479
(Commission
File Number)
20-5956993 
(I.R.S. Employer
Identification Number)
 
 
Fulbright Tower1301 McKinney Street, Suite 2300 
Houston, Texas 77010
(Address of Principal Executive Offices)
 
 
Registrant’s telephone number, including area code: (877) 294-7574
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
MRC
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 

  
Item 2.02
Results of Operations and Financial Condition
 
On October 28, 2020, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01
Regulation FD Disclosure
 
Earnings Presentation
 
On October 28, 2020, MRC Global announced its financial results for the three and nine months ended September 30, 2020. In conjunction with this release, the Company issued a presentation summarizing the highlights of the financial results (the “Earnings Presentation”). A copy of the Earnings Presentation is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
 
The information contained in the Earnings Presentation is summary information that should be considered in the context of MRC Global’s filings with the Securities and Exchange Commission and other public announcements that MRC Global may make by press release or otherwise from time to time. The Earnings Presentation speaks as of the date of this Current Report on Form 8-K. While MRC Global may elect to update the Earnings Presentation in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, MRC Global specifically disclaims any obligation to do so. The Earnings Presentation will also be posted in the Investor Relations section of MRC Global’s website, http://www.mrcglobal.com.
 
The information referenced under Item 7.01 (including Exhibit 99.2 referenced under Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.2 referenced under Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by MRC Global pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Investor Conference Presentation
 
MRC Global executive management will make presentations from time to time to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in MRC Global and its business regarding, among other things, MRC Global’s operations and performance. A copy of the materials to be used at the presentations (the “Presentation Materials”) is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information contained in the Presentation Materials is summary information that should be considered in the context of MRC Global’s filings with the Securities and Exchange Commission and other public announcements that MRC Global may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While MRC Global may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, MRC Global specifically disclaims any obligation to do so. The Presentation Materials will also be posted in the Investor Relations section of MRC Global’s website, http://www.mrcglobal.com, for 90 days.
 
The information referenced under Item 7.01 (including Exhibit 99.3 referenced under Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.3 referenced under Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by MRC Global pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
  
Item 9.01
Financial Statements and Exhibits.
 
 
 
   
(d)
 
Exhibits.
     
99.1
 
     
99.2  
     
99.3   Investor conference presentation of MRC Global Inc., dated October 28, 2020
     
104
 
Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document
 
 

 
INDEX TO EXHIBITS
 
Exhibit No.
  
Description
99.1
 
Press release dated October 28, 2020
99.2
 
Earnings Presentation dated October 28, 2020
99.3   Investor Conference Presentation dated October 28, 2020
104
 
Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: October 28, 2020
 
     
 
MRC GLOBAL Inc.
     
     
     
 
By:
/s/ Kelly Youngblood 
 
Kelly Youngblood
 
Executive Vice President and Chief Financial Officer
 
 
 
ex_192089.htm

Exhibit 99.1

mrclogo.jpg

MRC Global Announces Third Quarter 2020 Results

 

Sales of $585 million, a 3% sequential decline

Net loss attributable to common shareholders of $(3) million or $(8) million, as adjusted

Diluted loss per common share of $(0.04) or $(0.10), as adjusted

 

Adjusted Gross Profit percentage of 19.7%

Adjusted EBITDA of $24 million

 

Cash Flow from Operations of $94 million for the quarter and $178 million year-to-date

 

Net debt of $369 million, a sequential reduction of $86 million and $150 million year-to-date

Total available liquidity of $477 million

 

 

Houston, TX – October 28, 2020 – MRC Global Inc. (NYSE: MRC), the largest global distributor, based on sales, of pipe, valves and fittings and related infrastructure products and services to the energy industry, today announced third quarter 2020 results.

 

The company’s sales were $585 million for the third quarter of 2020, which was 3% lower than the second quarter of 2020 and 38% lower than the third quarter of 2019. Sequentially, the downstream and industrial and the gas utilities sectors each experienced an increase in sales while the upstream production and the midstream pipeline sectors each experienced a decline. As compared to the third quarter of 2019, the decrease was across all sectors and segments as the impact of the COVID-19 pandemic and lower commodity prices significantly reduced customer spending.

 

Net loss attributable to common stockholders for the third quarter of 2020 was $(3) million, or $(0.04) per diluted share, as compared to the third quarter of 2019 net income of $15 million, or $0.18 per diluted share. Adjusted net loss attributable to common stockholders for the third quarter of 2020 was $(8) million, or $(0.10) per diluted share, compared to adjusted net income of $17 million, or $0.21 per diluted share for the third quarter of 2019. Please refer to the reconciliation of adjusted net income (loss) (a non-GAAP measure) to net income (loss) (a GAAP measure) included in this release.

 

Andrew R. Lane, MRC Global’s president and chief executive officer stated, “The resiliency of our business model, which focuses on diversified sectors, was evident this quarter. Two of our sectors, gas utilities and downstream and industrial, which make-up 68% of our third quarter revenue, were both up sequentially. As a result, total revenue was down only 3% sequentially this quarter, better than expectations. In September, e-commerce revenue as a percentage of North America revenue reached 48%, an all-time high for our company as we continue to invest in this technology platform. We continue to focus on managing the business through these difficult market conditions by aggressively reducing costs, generating cash and reducing debt.

 

"We are on-track to exceed all the goals we initially laid out earlier in the year. In the first nine months, we generated $178 million of cash from operations and reduced net debt by $150 million to a current balance of $369 million. For the full year, we expect to generate cash flow from operations greater than $220 million and end the year with a net debt balance less than $300 million, as a result of the additional cash generated in the fourth quarter and sales proceeds related to recent real estate transactions. This quarter we closed or consolidated 9 more facilities for a total of 22 this year with plans to close 6 more in the fourth quarter for a total of 28 in 2020. We also expect to achieve over $110 million of normalized cost savings in 2020 as compared to 2019, with approximately two-thirds of these cost savings being structural in nature, positioning the company to take advantage of the eventual market recovery,” Mr. Lane added. 

 

MRC Global’s third quarter 2020 gross profit was $114 million, or 19.5% of sales as compared to the third quarter of 2019 gross profit of $174 million, or 18.5% of sales. Gross profit for the third quarter of 2020 and 2019 reflects income of $11 million and $2 million, respectively, in cost of sales relating to the use of the last-in, first out (LIFO) method of inventory cost accounting. Adjusted gross profit, which excludes the impact of LIFO, for the third quarter of 2020 was $115 million or 19.7% of revenue.

 

Selling, general and administrative (SG&A) expenses were $100 million, or 17.1% of sales, for the third quarter of 2020 compared to $137 million, or 14.5% of sales, for the same period of 2019. Adjusted SG&A of $97 million for the third quarter of 2020 excludes the net impact of severance and restructuring charges of $5 million and the recovery of a $2 million supplier bad debt previously written off.

 

Income tax expense was $5 million for the three months ended September 30, 2020 as compared to $8 million for the three months ended September 30, 2019. The effective tax rates were 63% and 28% for the three months ended September 30, 2020 and 2019, respectively. The company’s rates generally differ from the U.S. federal statutory rate of 21% as a result of state income taxes and differing foreign income tax rates. The effective tax rate for three months ended September 30, 2020 was higher primarily due to losses in foreign jurisdictions with no corresponding tax benefit and the reversal of a current year net operating loss benefit recognized in a prior quarter but no longer expected to be realized.

 

Please refer to the reconciliation of non-GAAP measures (adjusted gross profit, adjusted SGA, adjusted EBITDA) to GAAP measures (gross profit, SG&A, net income) in this release.

 

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Sales by Segment

 

U.S. sales in the third quarter of 2020 were $463 million, down $300 million, or 39%, from the same quarter in 2019. Gas utilities’ sector sales were down $9 million, or 4%, primarily due to non-recurring work, partially offset by recent market share gains and certain customers increasing activity levels as they recover from pandemic restrictions. Downstream and industrial sector sales declined $87 million, or 40%, due to delayed or reduced maintenance spending from lower demand as well as non-recurring turnarounds. Upstream production sector sales decreased by $128 million, or 68% primarily due to reduced spending by customers and a 74% reduction in well completions. Midstream pipeline sector sales declined $76 million, or 54% due to lower production levels and reduced demand for infrastructure.

 

Canadian sales in the third quarter of 2020 were $27 million, down $30 million, or 53%, from the same quarter in 2019 driven primarily by the upstream production sector, which was adversely affected by the pandemic and associated reduced demand.

 

International sales in the third quarter of 2020 were $95 million, down $27 million, or 22%, from the same period in 2019 driven primarily by reduced spending in the upstream sector followed by the downstream and industrials sector due to the lower activity levels associated with reduced demand. Stronger foreign currencies relative to the U.S. dollar favorably impacted sales by $2 million or 2%.

 

All sales were adversely impacted by the COVID-19 pandemic and the related mitigation measures, which negatively affected demand for energy products.

 

 

Sales by Sector

 

Gas utilities sector sales in the third quarter of 2020 were $208 million, or 36% of total sales, a decline of $8 million, or 4%, from the third quarter of 2019. Sequentially, the gas utilities sector sales were 1% higher due to market share gains and some customers increasing spending post pandemic restrictions.

 

Downstream and industrial sector sales in the third quarter of 2020 were $185 million, or 32% of total sales, a decrease of $100 million, or 35%, from the third quarter of 2019. Sequentially, downstream sector sales were up 5% as customers completed repair, maintenance and turnaround work post pandemic restrictions.

 

Upstream production sector sales in the third quarter of 2020 were $118 million, or 20% of total sales, a decline of $169 million, or 59%, from the third quarter of 2019. The decrease in upstream production sales was across all segments led by the U.S. segment.

 

Midstream pipeline sector sales in the third quarter of 2020 were $74 million, or 12% of total sales, a reduction of $80 million, or 52%, from the third quarter of 2019 driven by the U.S. segment.

 

Balance Sheet

 

The cash balance was $40 million and debt, net of cash, was $369 million at September 30, 2020. Cash provided by operations was $94 million in the third quarter of 2020 and $178 million for the nine months ended September 30, 2020. Excess availability under the company’s asset-based lending facility was $437 million and available liquidity was $477 million.

 

COVID-19 Pandemic Impact

 

The COVID-19 pandemic and related mitigation measures have created significant volatility and uncertainty in the oil and gas industry. Oil demand has significantly deteriorated as a result. The unparalleled demand destruction has resulted in lower spending by customers and reduced demand for the company’s products and services. Although we have seen a modest improvement in oil demand, uncertainty exists as to when a more significant recovery will occur. 

 

As a critical supplier to the global energy infrastructure and an essential business, the company has remained operational with no closures to any facilities. The company currently has 11 COVID-19 illnesses reported, down from 27 in the second quarter of 2020 and only 0.4% of our global workforce. MRC Global has implemented various safety measures for employees working in the company’s facilities and implemented remote working for those whose jobs permit it. MRC Global is committed to a safe working environment for all employees and is constantly monitoring its response in the locations where the company operates.

 

From a supply chain perspective, the effects have moved around the globe as the virus has spread. Given the company’s inventory position and the reduced demand, the company has fulfilled orders with little disruption. However, if shutdowns are re-established, order fulfillment risk could increase.

 

3

 

Conference Call

 

The company will hold a conference call to discuss its third quarter 2020 results at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on October 29, 2020. To participate in the call, please dial 412-902-0003 and ask for the MRC Global conference call at least 10 minutes prior to the start time. To access the conference call, live over the Internet, please log onto the web at www.mrcglobal.com and go to the “Investor Relations” page of the company’s website at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live call, a replay will be available through November 12, 2020 and can be accessed by dialing 201-612-7415 and using pass code 13709094#. Also, an archive of the webcast will be available shortly after the call at www.mrcglobal.com for 90 days.

 

About MRC Global Inc.

 

MRC Global is the largest distributor of pipe, valves and fittings (PVF) and other infrastructure products and services to the energy industry, based on sales. Through approximately 230 service locations worldwide, approximately 2,700 employees and with nearly 100 years of history, MRC Global provides innovative supply chain solutions and technical product expertise to customers globally across diversified end-markets including the upstream production, midstream pipeline, gas utility and downstream and industrial. MRC Global manages a complex network of over 200,000 SKUs and 10,000 suppliers simplifying the supply chain for its over 12,000 customers. With a focus on technical products, value-added services, a global network of valve and engineering centers and an unmatched quality assurance program, MRC Global is the trusted PVF expert. Find out more at www.mrcglobal.com.

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “will,” “expect,” “expected,” “intend,” “believes,” "on-track," “well positioned,” “strong position,” “looking forward,” “guidance,” “plans,” “can,” "target," "targeted" and similar expressions are intended to identify forward-looking statements.

 

Statements about the company’s business, including its strategy, its industry, the company’s future profitability, the company’s guidance on its sales, adjusted EBITDA, tax rate, capital expenditures, achieving cost savings and cash flow, debt reduction, liquidity, growth in the company’s various markets and the company’s expectations, beliefs, plans, strategies, objectives, prospects and assumptions are not guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, most of which are difficult to predict and many of which are beyond MRC Global’s control, including the factors described in the company’s SEC filings that may cause the company’s actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.

 

4

 

These risks and uncertainties include (among others) decreases in oil and natural gas prices; decreases in oil and natural gas industry expenditure levels, which may result from decreased oil and natural gas prices or other factors; U.S. and international general economic conditions; the company's ability to compete successfully with other companies in MRC Global's industry; the risk that manufacturers of the products the company distributes will sell a substantial amount of goods directly to end users in the industry sectors the company serves;  unexpected supply shortages;  cost increases by the company's suppliers; the company's lack of long-term contracts with most of its suppliers; suppliers' price reductions of products that the company sells, which could cause the value of the company's inventory to decline;  decreases in steel prices, which could significantly lower MRC Global's profit;  increases in steel prices, which the company may be unable to pass along to its customers which could significantly lower its profit; the company's lack of long-term contracts with many of its customers and the company's lack of contracts with customers that require minimum purchase volumes;  changes in the company's customer and product mix;  risks related to the company's customers' creditworthiness; the success of the company's acquisition strategies;  the potential adverse effects associated with integrating acquisitions into the company's business and whether these acquisitions will yield their intended benefits; the company's significant indebtedness;  the dependence on the company's subsidiaries for cash to meet its obligations;  changes in the company's credit profile;  a decline in demand for certain of the products the company distributes if import restrictions on these products are lifted or imposed; significant substitution of alternative fuels for oil and gas; environmental, health and safety laws and regulations and the interpretation or implementation thereof; the sufficiency of the company's insurance policies to cover losses, including liabilities arising from litigation;  product liability claims against the company;  pending or future asbestos-related claims against the company; the potential loss of key personnel; adverse health events such as a pandemic; interruption in the proper functioning of the company's information systems and the occurrence of cyber security incidents; loss of third-party transportation providers;  potential inability to obtain necessary capital;  risks related to adverse weather events or natural disasters;  impairment of the company’s goodwill or other intangible assets;  adverse changes in political or economic conditions in the countries in which the company operates; exposure to U.S. and international laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act and other economic sanction programs; risks associated with international stability and geopolitical developments; risks relating to ongoing evaluations of internal controls required by Section 404 of the Sarbanes-Oxley Act; risks related to the company's intention not to pay dividends; and risks arising from compliance with and changes in law in the countries in which we operate, including (among others) changes in tax law, tax rates and interpretation in tax laws.

 

For a discussion of key risk factors, please see the risk factors disclosed in the company’s SEC filings, which are available on the SEC’s website at www.sec.gov and on the company’s website, www.mrcglobal.com. MRC Global’s filings and other important information are also available on the Investor Relations page of the company’s website at www.mrcglobal.com.

 

Undue reliance should not be placed on the company’s forward-looking statements. Although forward-looking statements reflect the company’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the company’s actual results, performance or achievements or future events to differ materially from anticipated future results, performance or achievements or future events expressed or implied by such forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent required by law.

 

Contact:

 

Monica Broughton

Investor Relations

MRC Global Inc.

Monica.Broughton@mrcglobal.com

832-308-2847

 

5

 

MRC Global Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except shares)

 

   

September 30,

   

December 31,

 
   

2020

   

2019

 
                 

Assets

               

Current assets:

               

Cash

  $ 40     $ 32  

Accounts receivable, net

    343       459  

Inventories, net

    582       701  

Other current assets

    29       26  

Total current assets

    994       1,218  
                 

Long-term assets:

               

Operating lease assets

    168       186  

Property, plant and equipment, net

    128       138  

Other assets

    16       19  
                 

Intangible assets:

               

Goodwill, net

    264       483  

Other intangible assets, net

    235       281  
    $ 1,805     $ 2,325  
                 

Liabilities and stockholders' equity

               

Current liabilities:

               

Trade accounts payable

  $ 293     $ 357  

Accrued expenses and other current liabilities

    86       91  

Operating lease liabilities

    34       34  

Current portion of long-term debt

    4       4  

Total current liabilities

    417       486  
                 

Long-term liabilities:

               

Long-term debt, net

    405       547  

Operating lease liabilities

    160       167  

Deferred income taxes

    80       91  

Other liabilities

    41       37  
                 

Commitments and contingencies

               
                 

6.5% Series A Convertible Perpetual Preferred Stock, $0.01 par value; authorized 363,000 shares; 363,000 shares issued and outstanding

    355       355  
                 

Stockholders' equity:

               

Common stock, $0.01 par value per share: 500 million shares authorized, 106,284,968 and 105,624,750 issued, respectively

    1       1  

Additional paid-in capital

    1,736       1,731  

Retained deficit

    (770 )     (483 )

Less: Treasury stock at cost: 24,216,330 shares

    (375 )     (375 )

Accumulated other comprehensive loss

    (245 )     (232 )
      347       642  
    $ 1,805     $ 2,325  

 

6

 

MRC Global Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share amounts)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Sales

  $ 585     $ 942     $ 1,981     $ 2,896  

Cost of sales

    471       768       1,640       2,374  

Gross profit

    114       174       341       522  

Selling, general and administrative expenses

    100       137       352       409  
Goodwill and intangibles impairment     -       -       242       -  

Operating income (loss)

    14       37       (253 )     113  

Other (expense) income:

                               

Interest expense

    (7 )     (10 )     (22 )     (31 )

Other, net

    1       2       (1 )     3  
                                 

Income (loss) before income taxes

    8       29       (276 )     85  

Income tax expense (benefit)

    5       8       (7 )     22  

Net income (loss)

    3       21       (269 )     63  

Series A preferred stock dividends

    6       6       18       18  

Net (loss) income attributable to common stockholders

  $ (3 )   $ 15     $ (287 )   $ 45  
                                 
                                 

Basic (loss) income per common share

  $ (0.04 )   $ 0.18     $ (3.50 )   $ 0.54  

Diluted (loss) income per common share

  $ (0.04 )   $ 0.18     $ (3.50 )   $ 0.53  

Weighted-average common shares, basic

    82.1       82.7       81.9       83.4  

Weighted-average common shares, diluted

    82.1       83.4       81.9       84.2  

 

 

 

7

 

MRC Global Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

 

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2020

   

2019

 
                 

Operating activities

               

Net (loss) income

  $ (269 )   $ 63  

Adjustments to reconcile net (loss) income to net cash provided by operations:

               

Depreciation and amortization

    15       16  

Amortization of intangibles

    20       33  

Equity-based compensation expense

    8       12  

Deferred income tax benefit

    (10 )     (5 )

Decrease in LIFO reserve

    (20 )     (3 )
Goodwill and intangible asset impairment     242       -  
Lease impairment and abandonment     15       -  
Inventory-related charges     34       -  

Provision for uncollectible accounts

    3       2  

Other

    3       2  

Changes in operating assets and liabilities:

               

Accounts receivable

    110       (4 )

Inventories

    102       56  

Other current assets

    (3 )     -  

Accounts payable

    (63 )     (3 )

Accrued expenses and other current liabilities

    (9 )     (35 )

Net cash provided by operations

    178       134  
                 

Investing activities

               

Purchases of property, plant and equipment

    (8 )     (12 )
Other investing activities     1       2  

Net cash used in investing activities

    (7 )     (10 )
                 

Financing activities

               

Payments on revolving credit facilities

    (655 )     (786 )

Proceeds from revolving credit facilities

    519       733  

Payments on long-term obligations

    (5 )     (3 )

Purchase of common stock

    -       (63 )

Dividends paid on preferred stock

    (18 )     (18 )

Repurchases of shares to satisfy tax withholdings

    (3 )     (6 )

Other

    -       1  

Net cash used in financing activities

    (162 )     (142 )
                 

Increase (decrease) in cash

    9       (18 )

Effect of foreign exchange rate on cash

    (1 )     -  

Cash -- beginning of period

    32       43  

Cash -- end of period

  $ 40     $ 25  

 

 

 

8

 

MRC Global Inc.

Supplemental Sales Information (Unaudited)

(in millions)

 

Disaggregated Sales by Segment and Sector


Three Months Ended

September 30,

   

U.S.

   

Canada

   

International

   

Total

 

2020

                               

Gas utilities

  $ 206     $ 2     $ -     $ 208  

Downstream & industrial

    131       4       50       185  

Upstream production

    61       17       40       118  

Midstream pipeline

    65       4       5       74  
    $ 463     $ 27     $ 95     $ 585  

2019

                               

Gas utilities

  $ 215     $ 1     $ -     $ 216  

Downstream & industrial

    218       7       60       285  

Upstream production

    189       43       55       287  

Midstream pipeline

    141       6       7       154  
    $ 763     $ 57     $ 122     $ 942  

 

 

 

Nine Months Ended

September 30,

   

U.S.

   

Canada

   

International

   

Total

 

2020

                               

Gas utilities

  $ 605     $ 10     $ -     $ 615  

Downstream & industrial

    447       12       153       612  

Upstream production

    266       72       136       474  

Midstream pipeline

    257       11       12       280  
    $ 1,575     $ 105     $ 301     $ 1,981  

2019

                               

Gas utilities

  $ 663     $ 14     $ -     $ 677  

Downstream & industrial

    667       18       176       861  

Upstream production

    583       130       170       883  

Midstream pipeline

    435       21       19       475  
    $ 2,348     $ 183     $ 365     $ 2,896  

 

 

 

9

 

 

MRC Global Inc.

Supplemental Sales Information (Unaudited)

(in millions)

 

Sales by Product Line


   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 

Type

 

2020

   

2019

   

2020

   

2019

 

Line pipe

  $ 63     $ 153     $ 243     $ 468  

Carbon fittings and flanges

    76       145       264       456  

Total carbon pipe, fittings and flanges

    139       298       507       924  

Valves, automation, measurement and instrumentation

    230       362       802       1,125  

Gas products

    131       147       379       425  

Stainless steel and alloy pipe and fittings

    29       43       96       135  

General products

    56       92       197       287  
    $ 585     $ 942     $ 1,981     $ 2,896  

 

 

 

10

 

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Gross Profit to Adjusted Gross Profit (a non-GAAP measure)

(in millions)

 

   

Three Months Ended

 
   

September 30,

   

Percentage

   

September 30,

   

Percentage

 
   

2020

   

of Revenue

   

2019

   

of Revenue

 
                                 

Gross profit, as reported

  $ 114       19.5 %   $ 174       18.5 %

Depreciation and amortization

    5       0.9 %     5       0.5 %

Amortization of intangibles

    7       1.2 %     11       1.2 %

Decrease in LIFO reserve

    (11 )     (1.9 )%     (2 )     (0.2 )%
Adjusted Gross Profit   $ 115       19.7 %   $ 188       20.0 %

 

 

 

   

Nine Months Ended

 
   

September 30,

   

Percentage

   

September 30,

   

Percentage

 
   

2020

   

of Revenue

   

2019

   

of Revenue

 
                                 

Gross profit, as reported

  $ 341       17.2 %   $ 522       18.0 %

Depreciation and amortization

    15       0.8 %     16       0.6 %

Amortization of intangibles

    20       1.0 %     33       1.1 %

Decrease in LIFO reserve

    (20 )     (1.0 )%     (3 )     (0.1 )%
Inventory-related charges (1)     34       1.7 %     -       0.0 %

Adjusted Gross Profit

  $ 390       19.7 %   $ 568       19.6 %

 

Notes to above:

   
(1) Non-cash charges (pre-tax) recorded in the second quarter of 2020 for inventory recorded in cost of goods sold. Charges of $19 million in the U.S. and $1 million in Canada relate to excess and obsolete inventory as a result of the current market outlook for certain products. International segment charges of $14 million relate to increased reserves for excess and obsolete inventory as well as the exit of the Thailand business.

 

The company defines Adjusted Gross Profit as sales, less cost of sales, plus depreciation and amortization, plus amortization of intangibles, plus inventory-related charges and plus or minus the impact of its LIFO inventory costing methodology. The company presents Adjusted Gross Profit because the company believes it is a useful indicator of the company’s operating performance without regard to items, such as amortization of intangibles, that can vary substantially from company to company depending upon the nature and extent of acquisitions of which they have been involved. Similarly, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. The company uses Adjusted Gross Profit as a key performance indicator in managing its business. The company believes that gross profit is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted Gross Profit.

 

 

 

11

 

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Selling, General and Administrative Expenses to

Adjusted Selling, General and Administrative Expenses (a non-GAAP measure)

(in millions)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Selling, general and administrative expenses

  $ 100     $ 137     $ 352     $ 409  

Severance and restructuring (1)

    (5 )     (5 )     (12 )     (5 )

Facility closures (2)

    -       -       (15 )     -  

Recovery of supplier bad debt (3)

    2       -       2       -  

Adjusted selling, general and administrative expenses

  $ 97     $ 132     $ 327     $ 404  

 

 

 

(1) Charges (pre-tax) related to employee severance and restructuring charges associated with the company’s cost reduction initiatives in the second and third quarters of 2020 as well as the third quarter of 2019. Charges of $5 million were recorded in the third quarter of 2020 with $3 million in the International segment, $1 million in the U.S. segment and $1 million in the Canada segment. Charges of $7 million were recorded in the second quarter 2020 with $6 million in the U.S. segment and $1 million in the International segment. Charges of $5 million were recorded in the third quarter of 2019 in the U.S. segment.

(2)

Charges (pre-tax) of $15 million for lease impairments and abandonments related to facility closures, substantially non-cash, recorded in the second quarter of 2020. $12 million is recorded in the International segment, $2 million in the U.S. segment and $1 million in Canada segment.
(3) Income (pre-tax) related to the collection of a product claim from a foreign supplier.

 

The company defines Adjusted Selling, general and administrative (SG&A) expenses as SG&A, less severance and restructuring expenses, facility closures plus the recovery of supplier bad debt. The company presents Adjusted SG&A because the company believes it is a useful indicator of the company’s operating performance without regard to items that can vary substantially from company to company. The company presents Adjusted SG&A because the company believes Adjusted SG&A is a useful indicator of the company’s operating performance. Among other things, Adjusted SG&A measures the company’s operating performance without regard to certain non-recurring, non-cash or transaction-related expenses. The company uses Adjusted SG&A as a key performance indicator in managing its business. The company believes that SG&A is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted SG&A.

 

 

12

 

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Net Income to Adjusted EBITDA (a non-GAAP measure)

(in millions)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Net income (loss)

  $ 3     $ 21     $ (269 )   $ 63  

Income tax expense (benefit)

    5       8       (7 )     22  

Interest expense

    7       10       22       31  

Depreciation and amortization

    5       5       15       16  

Amortization of intangibles

    7       11       20       33  
Goodwill and intangible asset impairment (1)     -       -       242       -  
Inventory-related charges (2)     -       -       34       -  
Facility closures (3)     -       -       18       -  
Severance and restructuring (4)     5       5       12       5  

Decrease in LIFO reserve

    (11 )     (2 )     (20 )     (3 )

Equity-based compensation expense (5)

    3       5       8       12  

Gain on early extinguishment of debt (6)

    -       -       (1 )     -  
Recovery of supplier bad debt (7)     (2 )     -       (2 )     -  

Foreign currency losses (gains)

    2       (1 )     3       (1 )

Adjusted EBITDA

  $ 24     $ 62     $ 75     $ 178  

 

Notes to above:

(1) Non-cash charges (pre-tax) recorded in the second quarter of 2020 for the impairment of $217 million for goodwill and $25 million for the U.S. indefinite-lived tradename asset. The goodwill impairment consisted of $177 million for the U.S. segment and $40 million for the International segment, resulting in a $0 balance for the International segment.

(2)

Non-cash charges (pre-tax) recorded in the second quarter of 2020 for inventory recorded in cost of goods sold. Charges of $19 million in the U.S. and $1 million in Canada relate to excess and obsolete inventory as a result of the current market outlook for certain products. International segment charges of $14 million relate to increased reserves for excess and obsolete inventory as well as the exit of the Thailand business.

(3)

Charges (pre-tax) of $15 million for lease impairments and abandonments related to facility closures, substantially non-cash, recorded in SG&A. $12 million is recorded in the International segment, $2 million in the U.S. segment and $1 million in Canada segment. Also included are $3 million of non-cash (pre-tax) charges for the write-down of assets for facilities in Canada ($2 million) and International, recorded in Other expense. All charges were recorded in the second quarter of 2020.

(4)

Charges (pre-tax) related to employee severance and restructuring charges associated with the company’s cost reduction initiatives recorded in SG&A in the second and third quarters of 2020 as well as the third quarter of 2019. Charges of $5 million were recorded in the third quarter of 2020 with $3 million in the International segment, $1 million in the U.S. segment and $1 million in the Canada segment.  Charges of $7 million were recorded in the second quarter 2020 with $6 million in the U.S. segment and $1 million in the International segment. Charges of $5 million were recorded in the third quarter of 2019 in the U.S. segment.
(5) Recorded in SG&A.
(6) Charges (pre-tax) related to the purchase of the Term Loan recorded in Other, net.
(7) Income (pre-tax) recorded in SG&A related to the collection of a product claim from a foreign supplier.

 

The company defines Adjusted EBITDA as net income plus interest, income taxes, depreciation and amortization, amortization of intangibles, and certain other expenses, including non-cash expenses, (such as equity-based compensation, severance and restructuring, changes in the fair value of derivative instruments and asset impairments, including intangible assets and inventory) and plus or minus the impact of its LIFO inventory costing methodology.  The company presents Adjusted EBITDA because the company believes Adjusted EBITDA is a useful indicator of the company’s operating performance. Among other things, Adjusted EBITDA measures the company’s operating performance without regard to certain non-recurring, non-cash or transaction-related expenses. Adjusted EBITDA, however, does not represent and should not be considered as an alternative to net income, cash flow from operations or any other measure of financial performance calculated and presented in accordance with GAAP. Because Adjusted EBITDA does not account for certain expenses, its utility as a measure of the company’s operating performance has material limitations. Because of these limitations, the company does not view Adjusted EBITDA in isolation or as a primary performance measure and also uses other measures, such as net income and sales, to measure operating performance.  See the company's Annual Report filed on Form 10-K for a more thorough discussion of the use of Adjusted EBITDA.

 

 

 

13

 

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Net Income Attributable to Common Stockholders to

Adjusted Net Income Attributable to Common Stockholders (a non-GAAP measure)

(in millions, except per share amounts)

 

   

September 30, 2020

 
   

Three Months Ended

   

Nine Months Ended

 
   

Amount

   

Per Share

   

Amount

   

Per Share*

 
                                 

Net loss attributable to common stockholders

  $ (3 )   $ (0.04 )   $ (287 )   $ (3.50 )
Goodwill and intangible asset impairment, net of tax (1)     -       -       234       2.86  
Inventory-related charges, net of tax (2)     -       -       29       0.35  
Facility closures, net of tax (3)     -       -       16       0.20  
Severance and restructuring, net of tax (4)     5       0.06       10       0.12  
Recovery of supplier bad debt, net of tax (5)     (2 )     (0.02 )     (2 )     (0.02 )

Decrease in LIFO reserve, net of tax

    (8 )     (0.10 )     (15 )     (0.18 )

Adjusted net loss attributable to common stockholders

  $ (8 )   $ (0.10 )   $ (15 )   $ (0.18 )

 

   

September 30, 2019

 
   

Three Months Ended

   

Nine Months Ended

 
   

Amount

   

Per Share

   

Amount

   

Per Share

 
                                 

Net income attributable to common stockholders

  $ 15     $ 0.18     $ 45     $ 0.53  
Severance and restructuring, net of tax (4)     4       0.05       4       0.05  

Decrease in LIFO reserve, net of tax

    (2 )     (0.02 )     (2 )     (0.02 )

Adjusted net income attributable to common stockholders

  $ 17     $ 0.21     $ 47     $ 0.56  

 

Notes to above:

* does not foot due to rounding

(1) Non-cash charges (after-tax) recorded in the second quarter of 2020 for the impairment of $215 million for goodwill and $19 million for the U.S. indefinite-lived tradename asset. The after-tax goodwill impairment consisted of $175 million for the U.S. segment and $40 million for the International segment, resulting in a $0 balance for the International segment.
(2) Charges (after-tax) recorded in the second quarter of 2020 for inventory recorded in cost of goods sold. Charges (after-tax) of $15 million in the U.S. relate to excess and obsolete inventory as a result of the current market outlook for certain products. International segment charges (after-tax) of $14 million relate to increased reserves for excess and obsolete inventory as well as the exit of the Thailand business.
(3) Charges (after-tax) of $14 million for lease impairments and abandonments related to facility closures, substantially non-cash, recorded in SG&A. $11 million is recorded in the International segment, $2 million in the U.S. segment and $1 million in Canada segment, each after-tax. Also includes $2 million of non-cash (after-tax) charges for the write-down of assets for facilities in Canada ($2 million) and International, recorded in Other expense. All charges were recorded in the second quarter of 2020.
(4) Charges (after-tax) related to employee severance and restructuring charges associated with the company’s cost reduction initiatives recorded in SG&A in the second and third quarters of 2020. Charges of $5 million were recorded in the third quarter 2020 with $3 million in the International segment, $1 million in the U.S. segment and $1 million in the Canada segment. Charges of $5 million were recorded in the second quarter 2020 with $4 million in the U.S. segment and $1 million in the International segment. Charges of $5 million were recorded in the third quarter of 2019 in the U.S. segment.
(5) Income (after-tax) recorded in SG&A related to the collection of a product claim from a foreign supplier.

 

The company defines Adjusted Net Income Attributable to Common Stockholders (a non-GAAP measure) as Net Income Attributable to Common Stockholders less after-tax goodwill and intangible impairment, inventory-related charges, facility closures, severance and restructuring, plus or minus the after-tax impact of its LIFO inventory costing methodology. The company presents Adjusted Net Income Attributable to Common Stockholders and related per share amounts because the company believes it provides useful comparisons of the company’s operating results to other companies, including those companies with whom we compete in the distribution of pipe, valves and fittings to the energy industry, without regard to the irregular variations from certain restructuring events not indicative of the on-going business. Those items include goodwill and intangible asset impairments, inventory-related charges, facility closures, severance and restructuring as well as the LIFO inventory costing methodology. The impact of the LIFO inventory costing methodology can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. The company believes that Net Income Attributable to Common Stockholders is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly compared to Adjusted Net Income Attributable to Common Stockholders.   

 

 

 

 

 

# # #

 

14
Image Exhibit

Exhibit 99.2

 

 

 

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Image Exhibit

Exhibit 99.3

 

 

 

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v3.20.2
Document And Entity Information
Oct. 28, 2020
Document Information [Line Items]  
Entity, Registrant Name MRC Global inc.
Document, Type 8-K
Document, Period End Date Oct. 28, 2020
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-35479
Entity, Tax Identification Number 20-5956993
Entity, Address, Address Line One Fulbright Tower
Entity, Address, Address Line Two 1301 McKinney Street, Suite 2300
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77010
City Area Code 877
Local Phone Number 294-7574
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MRC
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001439095