MRC 20190331 10-Q



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

(Mark One)



 

 

 



 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 



 



FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019



 



OR



 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______ TO _______



 



 

Commission file number: 001-35479



MRC Global Inc.
(Exact name of registrant as specified in its charter)

Delaware

20-5956993

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer

Identification No.)



 

Fulbright Tower

1301 McKinney Street, Suite 2300

Houston, Texas

77010

(Address of Principal Executive Offices)

(Zip Code)



(877) 294-7574
(Registrant’s Telephone Number, including Area Code)

________________



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X]      No  [   ]



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]    No [   ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,  smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer [ X ]   Accelerated filer  [   ] Non-accelerated filer [    ]   Smaller reporting company [   ]   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.  [   ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No  [X]



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



There were 83,066,661 shares of the registrant’s common stock (excluding 74,508 unvested restricted shares), par value $0.01 per share, issued and outstanding as of April 26, 2019.


 

Table Of Contents

 

INDEX TO QUARTERLY REPORT ON FORM 10-Q





 

 

Page

PART I – FINANCIAL INFORMATION



 

 

ITEM 1.

financial statements (UNAUDITED)



 

 



Condensed Consolidated Balance Sheets – MARCH 31, 2019 AND DECEMBER 31, 2018



 

 



cONdENSED cONSOLIDATED STATEMENTS OF OPERATIONS – THREE MONTHS ENDED March 31, 2019 AND mARCH 31, 2018



 

 



Condensed Consolidated Statements of cOMPREHENSIVE INCOME – three months ended March 31, 2019 and MARCH 31, 2018



 

 



Condensed CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY  – THREE MONTHS ENDEd March 31, 2019 and MARCH 31, 2018



 

 



Condensed CONSOLIDATED STATEMENTS OF cash flows – THREE MONTHS ENDEd March 31, 2019 AND MARCH 31, 2018



 

 



Notes to the Condensed Consolidated Financial Statements – mARCH 31, 2019



 

 

ITEM 2.

management’s discussion and analysis of financial condition and

 



results of operations

16 



 

 

ITEM 3.

quantitative and qualitative disclosures about market risk

25 



 

 

ITEM 4.

controls and procedures

25 



 

 

PART II – OTHER INFORMATION



 

 

ITEM 1.

LEGAL PROCEEDINGS

26 



 

 

ITEM 1a.

RISK FACTORS

26 



 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

26 



 

 

ITEM 3.

Defaults Upon Senior Securities

26 



 

 

ITEM 4.

MINING SAFETY DISCLOSURES

27 



 

 

ITEM 5.

other information

27 



 

 

ITEM 6.

Exhibits

28 





 

 

 


 

Table Of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MRC GLOBAL INC.

(in millions, except per share amounts)







 

 

 

 

 



March 31,

 

December 31,



2019

 

2018



 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

$

27 

 

$

43 

Accounts receivable, net

 

626 

 

 

587 

Inventories, net

 

839 

 

 

797 

Other current assets

 

29 

 

 

38 

Total current assets

 

1,521 

 

 

1,465 



 

 

 

 

 

Long-term assets:

 

 

 

 

 

Operating lease assets

 

190 

 

 

 -

Property, plant and equipment, net

 

137 

 

 

140 

Other assets

 

30 

 

 

23 



 

 

 

 

 

Intangible assets:

 

 

 

 

 

Goodwill, net

 

484 

 

 

484 

Other intangible assets, net

 

311 

 

 

322 



 

 

 

 

 



$

2,673 

 

$

2,434 



 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

$

462 

 

$

435 

Accrued expenses and other current liabilities

 

97 

 

 

130 

Operating lease liabilities

 

35 

 

 

 -

Current portion of long-term debt

 

 

 

Total current liabilities

 

598 

 

 

569 



 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt, net

 

742 

 

 

680 

Operating lease liabilities

 

170 

 

 

 -

Deferred income taxes

 

98 

 

 

98 

Other liabilities

 

32 

 

 

40 



 

 

 

 

 

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,

 

 

 

 

 

105,545,121 and 104,953,693 issued, respectively

 

 

 

Additional paid-in capital

 

1,719 

 

 

1,721 

Retained deficit

 

(486)

 

 

(498)

Less: Treasury stock at cost: 21,106,376 and 19,347,839 shares, respectively

 

(325)

 

 

(300)

Accumulated other comprehensive loss

 

(231)

 

 

(232)



 

678 

 

 

692 



$

2,673 

 

$

2,434 

See notes to condensed consolidated financial statements.

 

 

 

 

 



 

1

 


 

Table Of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

MRC GLOBAL INC.

(in millions, except per share amounts)

























 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018



 

 

 

 

 

Sales

$

970 

 

$

1,010 

Cost of sales

 

796 

 

 

841 

Gross profit

 

174 

 

 

169 

Selling, general and administrative expenses

 

139 

 

 

138 

Operating income

 

35 

 

 

31 

Other expense:

 

 

 

 

 

Interest expense

 

(11)

 

 

(8)

Other, net

 

 -

 

 



 

 

 

 

 

Income before income taxes

 

24 

 

 

25 

Income tax expense

 

 

 

Net income

 

18 

 

 

18 

Series A preferred stock dividends

 

 

 

Net income attributable to common stockholders

$

12 

 

$

12 



 

 

 

 

 



 

 

 

 

 

Basic income per common share

$

0.14 

 

$

0.13 

Diluted income per common share

$

0.14 

 

$

0.13 

Weighted-average common shares, basic

 

84.3 

 

 

91.4 

Weighted-average common shares, diluted

 

85.3 

 

 

92.5 



See notes to condensed consolidated financial statements.



 

2

 


 

Table Of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

MRC GLOBAL INC.

(in millions)







 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018



 

 

 

 

 

Net income

$

18 

 

$

18 



 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

  Foreign currency translation adjustments

 

 

 

(1)

Hedge accounting adjustments, net of tax

 

(2)

 

 

(1)

Total other comprehensive income (loss), net of tax

 

 

 

(2)

Comprehensive income

$

19 

 

$

16 



 

 

 

 

 



See notes to condensed consolidated financial statements.











 

3

 


 

Table Of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

MRC GLOBAL INC.

(in millions)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended March 31, 2019



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 



 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Other

 

Total



Common Stock

 

Paid-in

 

Retained

 

Treasury Stock

 

Comprehensive

 

Stockholders'



Shares

 

Amount

 

Capital

 

(Deficit)

 

Shares

 

Amount

 

(Loss)

 

Equity



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

105 

 

$

 

$

1,721 

 

$

(498)

 

(19)

 

$

(300)

 

$

(232)

 

$

692 

Net income

 -

 

 

 -

 

 

 -

 

 

18 

 

 -

 

 

 -

 

 

 -

 

 

18 

Foreign currency translation

 -

 

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

 

 

 

 

Hedge accounting adjustments

 -

 

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

 

 

(2)

 

 

(2)

Shares withheld for taxes

 -

 

 

 -

 

 

(6)

 

 

 -

 

 -

 

 

 -

 

 

 -

 

 

(6)

Equity-based compensation expense

 -

 

 

 -

 

 

 

 

 -

 

 -

 

 

 -

 

 

 -

 

 

Dividends declared on preferred stock

 -

 

 

 -

 

 

 -

 

 

(6)

 

 -

 

 

 -

 

 

 -

 

 

(6)

Purchase of common stock

 -

 

 

 -

 

 

 -

 

 

 -

 

(2)

 

 

(25)

 

 

 -

 

 

(25)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2019

105 

 

$

 

$

1,719 

 

$

(486)

 

(21)

 

$

(325)

 

$

(231)

 

$

678 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended March 31, 2018



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 



 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Other

 

Total



Common Stock

 

Paid-in

 

Retained

 

Treasury Stock

 

Comprehensive

 

Stockholders'



Shares

 

Amount

 

Capital

 

(Deficit)

 

Shares

 

Amount

 

(Loss)

 

Equity



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

103 

 

$

 

$

1,691 

 

$

(548)

 

(12)

 

$

(175)

 

$

(210)

 

$

759 

Net income

 -

 

 

 -

 

 

 -

 

 

18 

 

 -

 

 

 -

 

 

 -

 

 

18 

Foreign currency translation

 -

 

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

 

 

(1)

 

 

(1)

Hedge accounting adjustments

 -

 

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

 

 

(1)

 

 

(1)

Shares withheld for taxes

 -

 

 

 -

 

 

(5)

 

 

 -

 

 -

 

 

 -

 

 

 -

 

 

(5)

Equity-based compensation expense

 -

 

 

 -

 

 

 

 

 -

 

 -

 

 

 -

 

 

 -

 

 

Exercise and vesting of stock awards

 

 

 -

 

 

 

 

 -

 

 -

 

 

 -

 

 

 -

 

 

Dividends declared on preferred stock

 -

 

 

 -

 

 

 -

 

 

(6)

 

 -

 

 

 -

 

 

 -

 

 

(6)

Purchase of common stock

 -

 

 

 -

 

 

 -

 

 

 -

 

(1)

 

 

(30)

 

 

 -

 

 

(30)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2018

104 

 

$

 

$

1,695 

 

$

(536)

 

(13)

 

$

(205)

 

$

(212)

 

$

743 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







 

4

 


 

Table Of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

MRC GLOBAL INC.

(in millions)













 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018



 

 

 

 

 

Operating activities

 

 

Net income

$

18 

 

$

18 

Adjustments to reconcile net income to net cash used in operations:

 

 

 

 

 

Depreciation and amortization

 

 

 

Amortization of intangibles

 

11 

 

 

11 

Equity-based compensation expense

 

 

 

Deferred income tax benefit

 

 

 

 -

Increase in LIFO reserve

 

 -

 

 

Other

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(47)

 

 

(98)

Inventories

 

(42)

 

 

(117)

Other current assets

 

 

 

 -

Accounts payable

 

27 

 

 

106 

Accrued expenses and other current liabilities

 

(29)

 

 

(13)

Net cash used in operations

 

(40)

 

 

(74)



 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(2)

 

 

(5)

Net cash used in investing activities

 

(2)

 

 

(5)



 

 

 

 

 

Financing activities

 

 

 

 

 

Payments on revolving credit facilities

 

(256)

 

 

(194)

Proceeds from revolving credit facilities

 

319 

 

 

307 

Payments on long-term obligations

 

(1)

 

 

(1)

Purchase of common stock

 

(25)

 

 

(30)

Dividends paid on preferred stock

 

(6)

 

 

(6)

Repurchases of shares to satisfy tax withholdings

 

(6)

 

 

(5)

Proceeds from exercise of stock options

 

 -

 

 

Other

 

 

 

 -

Net cash provided by financing activities

 

26 

 

 

76 



 

 

 

 

 

Decrease in cash

 

(16)

 

 

(3)

Effect of foreign exchange rate on cash

 

 -

 

 

 -

Cash -- beginning of period

 

43 

 

 

48 

Cash -- end of period

$

27 

 

$

45 



 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

$

10 

 

$

Cash paid for income taxes

$

 

$

See notes to condensed consolidated financial statements.

 

 

 

 

 

















 

5

 


 

Table Of Contents

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MRC GLOBAL INC



 

NOTE 1 – BACKGROUND AND BASIS OF PRESENTATION



Business Operations:  MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings (“PVF”) and other infrastructure 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 and petrochemical and chemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian.  We obtain products from a broad range of suppliers.



Basis of Presentation:  We have prepared our unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X for interim financial statements. These statements do not include all information and footnotes that generally accepted accounting principles require for complete annual financial statements. However, the information in these statements reflects all normal recurring adjustments which are, in our opinion, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2019. We have derived our condensed consolidated balance sheet as of December 31, 2018 from the audited consolidated financial statements for the year ended December 31, 2018. You should read these condensed consolidated financial statements in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018.



The consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. 

Recent Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which requires that an entity measure impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. This update is effective for annual and interim financial statement periods beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19 which clarifies guidance in ASU 2016-13. We do not expect the adoption of this standard to materially impact our consolidated financial statements.

 

Adoption of New Accounting StandardsOn January 1, 2019, we adopted ASU 2016-02, Leases, which requires the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous guidance in Accounting Standards Codification 840. We adopted ASU 2016-02 using the modified retrospective approach. The guidance for this approach included an option to not restate comparative periods in transition and elect to use the effective date as the initial application of transition, which we elected. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classifications.  On January 1, 2019, we recorded an operating lease asset of $192 million and an operating lease liability of $208 million.  The standard did not impact our consolidated net earnings or cash flows. Adoption of the new standard is more fully described in Note 4.





NOTE 2 – REVENUE RECOGNITION 

Revenue is recognized when control of promised goods or services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Substantially all of our revenue is recognized when products are shipped or delivered to our customers, and payment is due from our customers at the time of billing with a majority of our customers having 30-day terms. Returns are estimated and recorded as a reduction of revenue. Amounts received in advance of shipment are deferred and recognized when the performance obligations are satisfied. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from sales in the accompanying consolidated statements of operations. Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances and reserves and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. In some cases, particularly with third-party pipe shipments, shipping and handling costs are considered separate performance obligations, and as such, the revenue and cost of sales are recorded when the performance obligation is fulfilled.

6

 


 

Table Of Contents

Our contracts with customers ordinarily involve performance obligations that are one year or less. Therefore, we have applied the optional exemption that permits the omission of information about our unfulfilled performance obligations as of the balance sheet dates.



Contract BalancesVariations in the timing of revenue recognition, invoicing and receipt of payment result in categories of assets and liabilities that include invoiced accounts receivable,  uninvoiced accounts receivable, contract assets and deferred revenue (contract liabilities) on the consolidated balance sheets



Generally, revenue recognition and invoicing occur simultaneously as we transfer control of promised goods or services to our customers. We consider contract assets to be accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain cases, particularly those involving customer-specific documentation requirements, invoicing is delayed until we are able to meet the documentation requirements. In these cases, we recognize a contract asset separate from accounts receivable until those requirements are met, and we are able to invoice the customer. Our contract asset balance associated with these requirements, as of March 31, 2019 and Decembe31, 2018, was $41 million and $38 million, respectively. These contract asset balances are included within accounts receivable in the accompanying consolidated balance sheets.  



We record contract liabilities, or deferred revenue, when cash payments are received from customers in advance of our performance, including amounts which are refundable. The deferred revenue balance at March 31, 2019 and December 31, 2018 was $9 million and $6 million, respectively. During the three months ended March 31, 2019, we recognized $5 million of revenue that was deferred as of December 31, 2018. Deferred revenue balances are included within accrued expenses and other current liabilities in the accompanying consolidated balance sheets.



On January 29, 2019, PG&E Corporation, a large public utility company in California, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.  At the time of the filing, our accounts receivable for PG&E totaled $16 million.  As of March 31, 2019, pre-petition accounts receivable for PG&E totaled $11 million. During the three months ended March 31, 2019, we recognized a charge of $2 million to write-off accounts receivable we do not expect to collect.    



Disaggregated RevenueOur disaggregated revenue represents our business of selling PVF to the energy sector 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 and chemical processing and general industrials)  sectors in each of our reportable segments. Each of our end markets and geographical reportable segments are impacted and influenced by varying factors, including macroeconomic environment, commodity prices, maintenance and capital spending, and exploration and production activity. As such, we believe that this information is important in depicting the nature, amount, timing and uncertainty of our contracts with customers.    



The following table presents our revenue disaggregated by revenue source (in millions):







 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

March 31,



 

 

 

 

 

 

 

 

 

 

 



U.S.

 

Canada

 

International

 

Total

2019:

 

 

 

 

 

 

 

 

 

 

 

Upstream

$

206 

 

$

46 

 

$

60 

 

$

312 

Midstream

 

337 

 

 

16 

 

 

 

 

361 

Downstream

 

236 

 

 

 

 

55 

 

 

297 



$

779 

 

$

68 

 

$

123 

 

$

970 

2018:

 

 

 

 

 

 

 

 

 

 

 

Upstream

$

178 

 

$

57 

 

$

67 

 

$

302 

Midstream

 

393 

 

 

14 

 

 

 

 

410 

Downstream

 

235 

 

 

 

 

56 

 

 

298 



$

806 

 

$

78 

 

$

126 

 

$

1,010 





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NOTE 3 – INVENTORIES    



The composition of our inventory is as follows (in millions):



 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

Finished goods inventory at average cost:

 

 

 

 

 

Valves, automation, measurement and instrumentation

$

401 

 

$

366 

Carbon steel pipe, fittings and flanges

 

355 

 

 

346 

All other products

 

281 

 

 

282 



 

1,037 

 

 

994 

Less: Excess of average cost over LIFO cost (LIFO reserve)

 

(157)

 

 

(157)

Less: Other inventory reserves

 

(41)

 

 

(40)



$

839 

 

$

797 



The Company uses the last-in, first-out (LIFO) method of valuing U.S. inventories. The use of the LIFO method has the effect of reducing net income during periods of rising inventory costs (inflationary periods) and increasing net income during periods of falling inventory costs (deflationary periods). Valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory determination.



NOTE 4 LEASES



We lease certain distribution centers, warehouses, office space, land, and equipment. Substantially all of these leases are classified as operating leases. We recognize lease expense for these leases on a straight-line basis over the lease term.    Leases with an initial term of 12 months or less are not recorded on the balance sheet.  



Many of our facility leases include one or more options to renew, with renewal terms that can extend the lease term from one to 15 years with a maximum lease term of 30 years, including renewals. The exercise of lease renewal options is at our sole discretion; therefore, renewals to extend the terms of most leases are not included in our right of use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. In the case of our regional distribution centers and certain corporate offices, where the renewal is reasonably certain of exercise, we include the renewal period in our lease term. Leases with escalation adjustments based on an index, such as the consumer price index, are expensed based on current rates. Leases with specified escalation steps are expensed and projected based on the total lease obligation ratably over the life of the lease. The depreciable life of assets and leasehold improvements are limited by the expected lease term.  Non-lease components, such as payment of real estate taxes, maintenance, insurance and other operating expenses have been excluded from the determination of our lease liability.



As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments using a portfolio approach. For leases that commenced prior to the transition date, we used the incremental borrowing rates as of the beginning of the period of adoption, or January 1, 2019.



Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.



Expense associated with our operating leases was $10 million for the three months ended March 31, 2019 which is classified in selling, general and administrative expenses. Cash paid for amounts included in the measurement of operating lease liabilities was $11 million for the three months ended March 31, 2019.



























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The maturity of lease liabilities is as follows (in millions):





 

 

 



 

 

Maturity of Operating Lease Liabilities

 

 

2019

 

$

33 

2020

 

 

37 

2021

 

 

31 

2022

 

 

23 

2023

 

 

19 

After 2023

 

 

192 

Total lease payments

 

 

335 

Less: Interest

 

 

(130)

Present value of lease liabilities

 

$

205 



Amounts maturing after 2023 include expected renewals for leases of regional distribution centers and certain corporate offices through dates up to 2049.



The term and discount rate associated with leases are as follows:







 

 

 



 

March 31,

Operating Lease Term and Discount Rate

 

2019

Weighted-average remaining lease term (years)

 

 

14 

Weighted-average discount rate

 

 

7.0% 



































NOTE 5 – LONG-TERM DEBT

The components of our long-term debt are as follows (in millions):





 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

Senior Secured Term Loan B, net of discount and issuance costs of $2 and $3, respectively

$

392 

 

$

393 

Global ABL Facility

 

354 

 

 

291 



 

746 

 

 

684 

Less: current portion

 

 

 



$

742 

 

$

680 

Senior Secured Term Loan B:    We have a Senior Secured Term Loan B (the “Term Loan”) with an original principal amount of $400 million, which amortizes in equal quarterly installments of 1% per year with the balance payable in September 2024, when the facility matures. The Term Loan allows for incremental increases in facility size by up to an aggregate of $200 million, plus an additional amount such that the Company’s first lien leverage ratio (as defined under the Term Loan) would not exceed 4.00 to 1.00. MRC Global (US) Inc. is the borrower under this facility, which is guaranteed by MRC Global Inc. as well as all of its wholly owned U.S. subsidiaries. In addition, it is secured by a second lien on the assets securing our Global ABL Facility, defined below, (which includes accounts receivable, inventory and related assets) and a first lien on substantially all of the other assets of MRC Global Inc. and those of its U.S. subsidiaries, as well as a pledge of all of the capital stock of our domestic subsidiaries and 65% of the capital stock of first tier, non-U.S. subsidiaries. We are required to repay the Term Loan with certain asset sales and insurance proceeds, certain debt proceeds and 50% of excess cash flow, as defined in the Term Loan, (reducing to 25% if our first lien leverage ratio is no more than 2.75 to 1.00 and 0% if our first lien leverage ratio is no more than 2.50 to 1.00). In addition, the Term Loan contains a number of customary restrictive covenants.

In May 2018, the Company entered into Refinancing Amendment No. 2 relating to the Term Loan. Pursuant to this amendment, the Company and the other parties thereto agreed to reduce the interest rate margin applicable to term loans, in the case of loans incurring interest based on the base rate, from 250 basis points to 200 basis points, and in the case of loans incurring interest based on LIBOR, from 350 basis points to 300 basis points. The parties to the amendment also agreed to reduce the base rate ‘floor’ from 2.00% to 1.00% and to reduce the LIBOR ‘floor’ from 1.00% to 0.00%. The parties also reset

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the prepayment premium applicable to voluntary prepayments of the term loans such that repayments made in connection with certain re-pricing transactions will be subject to a 1% premium if made during the first six-months following the date of the amendment. Except as described above, the terms of the Term Loan Agreement generally were not modified as a result of the amendment.

Global ABL Facility:  We have an $800 million multi-currency asset-based revolving credit (the “Global ABL Facility”) that matures in September 2022.  This facility is comprised of revolver commitments of $675 million in the United States, $65 million in Canada, $18 million in Norway, $15 million in Australia, $13 million in the Netherlands, $7 million in the United Kingdom and $7 million in Belgium. It contains an accordion feature that allows us to increase the principal amount of the facility by up to $200 million, subject to securing additional lender commitments. MRC Global Inc. and each of its current and future wholly owned material U.S. subsidiaries guarantee the obligations of our borrower subsidiaries under the Global ABL Facility. Additionally, each of our non-U.S. borrower subsidiaries guarantees the obligations of our other non-U.S. borrower subsidiaries under the Global ABL Facility. Outstanding obligations are generally secured by a first priority security interest in accounts receivable, inventory and related assets. Excess Availability, as defined under our Global ABL Facility, was $382 million as of March 31, 2019.

Interest on Borrowings:  The interest rates on our borrowings outstanding at March 31, 2019 and December 31, 2018, including a floating to fixed interest rate swap and amortization of debt issuance costs, are as set forth below:    





 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

Senior Secured Term Loan B

 

5.75% 

 

 

5.76% 

Global ABL Facility

 

3.70% 

 

 

3.95% 

Weighted average interest rate

 

4.78% 

 

 

4.99% 













NOTE 6REDEEMABLE PREFERRED STOCK

Preferred Stock Issuance

In June 2015, we issued 363,000 shares of Series A Convertible Perpetual Preferred Stock (the “Preferred Stock”) and received gross proceeds of $363 million. The Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Preferred Stock has a stated value of $1,000 per share, and holders of Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6.50% per annum. In June 2018, the holders of Preferred Stock designated one member to our Board of Directors. If we fail to declare and pay the quarterly dividend for an amount equal to six or more dividend periods, the holders of the Preferred Stock would be entitled to designate an additional member to our Board of Directors. Holders of Preferred Stock are entitled to vote together with the holders of the common stock as a single class, in each case, on an as-converted basis, except where a separate class vote of the common stockholders is required by law. Holders of Preferred Stock have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company.

The Preferred Stock is convertible at the option of the holders into shares of common stock at an initial conversion rate of 55.9284 shares of common stock for each share of Preferred Stock, which represents an initial conversion price of $17.88 per share of common stock, subject to adjustment. On or after June 10, 2020, the Company will have the option to redeem, in whole but not in part, all the outstanding shares of Preferred Stock at 105% of par value, subject to certain redemption price adjustments. After the seventh anniversary of the initial issuance of Preferred Stock, the Company will have the option to redeem, in whole but not in part, all of the outstanding shares of Preferred Stock at par value. We may elect to convert the Preferred Stock, in whole but not in part, into the relevant number of shares of common stock on or after the 54th month after the initial issuance of the Preferred Stock if the last reported sale price of the common stock has been at least 150% of the conversion price then in effect for a specified period. The conversion rate is subject to customary anti-dilution and other adjustments.



Holders of the Preferred Stock may, at their option, require the Company to repurchase their shares in the event of a fundamental change, as defined in the agreement. The repurchase price is based on the original $1,000 per share purchase price except in the case of a liquidation in which case they would receive the greater of $1,000 per share and the amount that would be received if they held common stock converted at the conversion rate in effect at the time of the fundamental change. Because this feature could require redemption as a result of the occurrence of an event not solely within the control of the Company, the Preferred Stock is classified as temporary equity on our balance sheet.

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NOTE 7 – STOCKHOLDERS’ EQUITY

Share Repurchase Program

In October 2017, the Company’s board of directors authorized a share repurchase program for common stock of up to $100 million. In the second quarter of 2018, the Company completed the repurchases of all shares authorized under this program.



In October 2018, the Company’s board of directors authorized another share repurchase program for common stock of up to $150 million. The program is scheduled to expire December 31, 2019. The shares may be repurchased at management’s discretion in the open market. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.



 

 

 

 

 

Summary of share repurchase activity under the repurchase program:

 

 

 

 

 



 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018

Number of shares acquired on the open market

 

1,758,537 

 

 

1,726,825 

Average price per share

$

14.24 

 

$

17.39 

Total cost of acquired shares (in millions)

$

25 

 

$

30 



Subsequent to March 31, 2019, we repurchased an additional 1,372,084 shares for $25 million under the October 2018 programIn total, under all programs, we have acquired 22,478,460 shares at an average price per share of $15.58 for a total cost of $350 million. As of April 26, 2019, we had 83,066,661 shares of common stock outstanding.



Equity Compensation Plans



Our 2011 Omnibus Incentive Plan originally had 3,250,000 shares reserved for issuance under the plan. In both April 2015 and 2019, our shareholders approved an additional 4,250,000 and 2,500,000 shares, respectively, for reservation for issuance under the plan. The plan permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based and cash-based awards. Since the adoption of the 2011 Omnibus Incentive Plan, the Company’s Board of Directors has periodically granted stock options, restricted stock awards, restricted stock units and performance share units to directors and employees. Options and stock appreciation rights may not be granted at prices less than the fair market value of our common stock on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs over a three to five year period on the anniversaries of the date specified in the employees’ respective stock option, restricted stock award, restricted stock unit and performance share unit award agreements, subject to accelerated vesting under certain circumstances set forth in the agreements. Vesting for directors generally occurs on the one-year anniversary of the grant date. In 2019,  242,290 performance share unit awards and 581,343 shares of restricted stock units have been granted to employees.  To date, since the plan’s inception in 2011, before consideration of forfeitures, 7,506,047 shares have been granted to management, members of our board of directors and key employees under this plan. A Black-Scholes option-pricing model is used to estimate the fair value of the stock options. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight-line basis over the vesting period.  



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Accumulated Other Comprehensive Loss 



Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in millions):



 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

Currency translation adjustments

$

(226)

 

$

(229)

Hedge accounting adjustments

 

(4)

 

 

(2)

Pension related adjustments

 

(1)

 

 

(1)

Accumulated other comprehensive loss

$

(231)

 

$

(232)

Earnings per Share 

Earnings per share are calculated in the table below (in millions, except per share amounts). 



 

 

 

 

 



 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018

Net income

$

18 

 

$

18 

Less: Dividends on Series A Preferred Stock

 

 

 

Net income attributable to common stockholders

$

12 

 

$

12 



 

 

 

 

 

Weighted average basic shares outstanding

 

84.3 

 

 

91.4 

Effect of dilutive securities

 

1.0 

 

 

1.1 

Weighted average diluted shares outstanding

 

85.3 

 

 

92.5 



 

 

 

 

 

Net income per share:

 

 

 

 

 

  Basic

$

0.14 

 

$

0.13 

  Diluted

$

0.14 

 

$

0.13 



Equity awards and shares of Preferred Stock are disregarded in the calculation of diluted earnings per share if they are determined to be anti-dilutive. For the three months ended March 31, 2019 and March 31, 2018, all of the shares of the Preferred Stock were anti-dilutive. For the three months ended March 31, 2019, we had approximately 2.6 million anti-dilutive stock options. For the three months ended March 31, 2018, we had approximately 3.4 million anti-dilutive stock options. There were no anti-dilutive restricted stock, restricted units or performance stock unit awards for the three months ended March 31, 2019 and 2018.



NOTE 8 – SEGMENT INFORMATION

Our business is comprised of four operating segments: U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International. Our International segment consists of our operations outside of the U.S. and Canada. These segments represent our business of selling PVF to the energy sector 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 and chemical processing and general industrials)  sectors. Our two U.S. operating segments have been aggregated into a single reportable segment based on their economic similarities. As a result, we report segment information for the U.S., Canada and International.



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The following table presents financial information for each reportable segment (in millions):





 

 

 

 

 



Three Months Ended



March 31,

 

March 31,



2019

 

2018

Sales

 

 

 

 

 

U.S.

$

779 

 

$

806 

Canada

 

68 

 

 

78 

International

 

123 

 

 

126 

Consolidated sales

$

970 

 

$

1,010 



 

 

 

 

 

Operating income

 

 

 

 

 

U.S.

$

32 

 

$

28 

Canada

 

 -

 

 

International

 

 

 

Total operating income

 

35 

 

 

31 



 

 

 

 

 

Interest expense

 

(11)

 

 

(8)

Other, net

 

 -

 

 

Income before income taxes

$

24 

 

$

25 



 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

Total assets

 

 

 

 

 

U.S.

$

2,285 

 

$

2,088 

Canada

 

120 

 

 

124 

International

 

268 

 

 

222 

Total assets

$

2,673 

 

$

2,434 





Our sales by product line are as follows (in millions):





 

 

 

 

 

 



 

Three Months Ended



 

March 31,

 

March 31,

Type

 

2019

 

2018

Line pipe

 

$

154 

 

$

158 

Carbon steel fittings and flanges

 

 

153 

 

 

171 

Total carbon steel pipe, fittings and flanges

 

 

307 

 

 

329 

Valves, automation, measurement and instrumentation

 

 

383 

 

 

378 

Gas products

 

 

133 

 

 

124 

Stainless steel and alloy pipe and fittings

 

 

50 

 

 

53 

General oilfield products

 

 

97 

 

 

126 



 

$

970 

 

$

1,010 



 

 

 

 

 

 















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NOTE 9 – FAIR VALUE MEASUREMENTS

From time to time, we use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies.

Interest Rate Swap:  In March 2018, we entered into a five-year interest rate swap that became effective on March 31, 2018, with a notional amount of $250 million from which the Company will receive payments at 1-month LIBOR and make monthly payments at a fixed rate of 2.7145% with settlement and reset dates on or near the last business day of each month until maturity. The fair value of the swap at inception was zero.  

We have designated the interest rate swap as an effective cash flow hedge utilizing the guidance under ASU 2017-12. As such, the valuation of the interest rate swap is recorded as an asset or liability, and the gain or loss on the derivative is recorded as a component of other comprehensive income. Interest rate swap agreements are reported on the accompanying balance sheets at fair value utilizing observable Level 2 inputs such as yield curves and other market-based factors. We obtain dealer quotations to value our interest rate swap agreements. The fair value of our interest rate swap is estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates. The fair value of the interest rate swap was a liability of $5 million and $3 million as of March 31, 2019 and December 31, 2018, respectively.

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. Our foreign exchange derivative instruments are freestanding and, accordingly, changes in their fair market value are recorded in earnings. The total notional amount of our forward foreign exchange contracts and options was approximately $18 million and $22 million at March 31, 2019 and December 31, 2018, respectively. The fair value of our foreign exchange contracts was immaterial as of March 31, 2019 and December 31, 2018.  



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 $746 million and $684 million at March 31, 2019 and December 31, 2018, respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices. The fair value of our debt was $746 million and $675 million at March 31, 2019 and December 31, 2018 respectively.



NOTE 10 – COMMITMENTS AND CONTINGENCIES

Litigation 

Asbestos Claims.    We are one of many defendants in lawsuits that plaintiffs have brought seeking damages for personal injuries that exposure to asbestos allegedly caused. Plaintiffs and their family members have brought these lawsuits against a large volume of defendant entities as a result of the defendants’ manufacture, distribution, supply or other involvement with asbestos, asbestos containing-products or equipment or activities that allegedly caused plaintiffs to be exposed to asbestos.  These plaintiffs typically assert exposure to asbestos as a consequence of third-party manufactured products that our MRC Global (US) Inc. subsidiary purportedly distributed. As of March 31, 2019, we are named a defendant in approximately 571 lawsuits involving approximately 1,151 claims. No asbestos lawsuit has resulted in a judgment against us to date, with a majority being settled, dismissed or otherwise resolved. Applicable third-party insurance has substantially covered these claims, and insurance should continue to cover a substantial majority of existing and anticipated future claims. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers for our estimated recovery, to the extent we believe that the amounts of recovery are probable. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote.

Other Legal Claims and Proceedings.    From time to time, we have been subject to various claims and involved in legal proceedings incidental to the nature of our businesses. We maintain insurance coverage to reduce financial risk associated with certain of these claims and proceedings. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote.

Product Claims.    From time to time, in the ordinary course of our business, our customers may claim that the products that we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for these claims. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and seek our recovery from the

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manufacturer for our expense. In our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings will have a material adverse effect on our consolidated financial statements is remote.  



Customer Contracts



We have contracts and agreements with many of our customers that dictate certain terms of our sales arrangements (pricing, deliverables, etc.). While we make every effort to abide by the terms of these contracts, certain provisions are complex and often subject to varying interpretations. Under the terms of these contracts, our customers have the right to audit our adherence to the contract terms. Historically, any settlements that have resulted from these customer audits have not been material to our consolidated financial statements.



Purchase Commitments

We have purchase obligations consisting primarily of inventory purchases made in the normal course of business to meet operating needs. While our vendors often allow us to cancel these purchase orders without penalty, in certain cases, cancellations may subject us to cancellation fees or penalties depending on the terms of the contract.



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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. As used in this Form 10-Q, unless otherwise indicated or the context otherwise requires, all references to the “Company,” “MRC Global,” “we,” “our” or “us” refer to MRC Global Inc. and its consolidated subsidiaries. 

Cautionary Note Regarding Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations (as well as other sections of this Quarterly Report on Form 10-Q) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those preceded by, followed by or including the words “will,” “expect,” “intended,” “anticipated,” “believe,” “project,” “forecast,” “propose,” “plan,” “estimate,” “enable,” and similar expressions, including, for example, statements about our business strategy, our industry, our future profitability, growth in the industry sectors we serve, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions, and estimates and projections of future activity and trends in the oil and natural gas industry. These forward-looking statements 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 our control, including the factors described under “Risk Factors,” that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:  

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;

our ability to compete successfully with other companies in our industry;

the risk that manufacturers of the products we distribute will sell a substantial amount of goods directly to end users in the industry sectors we serve;

unexpected supply shortages;

cost increases by our suppliers;

our lack of long-term contracts with most of our suppliers; 

suppliers’ price reductions of products that we sell, which could cause the value of our inventory to decline;

decreases in steel prices, which could significantly lower our profit;

increases in steel prices, which we may be unable to pass along to our customers which could significantly lower our profit;

our lack of long-term contracts with many of our customers and our lack of contracts with customers that require minimum purchase volumes;

changes in our customer and product mix;

risks related to our customers’ creditworthiness;

the success of our acquisition strategies;

the potential adverse effects associated with integrating acquisitions into our business and whether these acquisitions will yield their intended benefits;

our significant indebtedness;

the dependence on our subsidiaries for cash to meet our obligations;

changes in our credit profile;

a decline in demand for or adverse change in the value of certain of the products we distribute if tariffs and duties on these products are imposed or lifted;

environmental, health and safety laws and regulations and the interpretation or implementation thereof;

the sufficiency of our insurance policies to cover losses, including liabilities arising from litigation;

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product liability claims against us;

pending or future asbestos-related claims against us;

the potential loss of key personnel;

interruption in the proper functioning of our information systems;

the occurrence of cybersecurity incidents;

loss of third-party transportation providers;

potential inability to obtain necessary capital;

risks related to adverse weather events or natural disasters;

impairment of our goodwill or other intangible assets;

adverse changes in political or economic conditions in the countries in which we operate;

exposure to U.S. and international laws and regulations, including the Foreign Corrupt Practices Act and the U.K. Bribery Act and other economic sanctions programs;

risks associated with international instability and geopolitical developments;

risks relating to ongoing evaluations of internal controls required by Section 404 of the Sarbanes-Oxley Act;   

our intention not to pay dividends; and

risks related to changing laws and regulations.

Undue reliance should not be placed on our forward-looking statements. Although forward-looking statements reflect our 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 our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake 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 law requires.

Overview

We are the largest global industrial distributor, based on sales, of pipe, valves, and fittings (“PVF”) and other infrastructure products and services to the energy industry and hold a leading position in our industry across each of the upstream (exploration, production and extraction of underground oil and natural gas), midstream (gathering and transmission of oil and natural gas, natural gas utilities and the storage and distribution of oil and natural gas) and downstream (crude oil refining, petrochemical and chemical, processing and general industrials) sectors. Our business is segregated into three geographic reportable segments, consisting of our U.S., Canada and International operations. We serve our customers from approximately 300 service locations. We offer a wide array of PVF and oilfield supplies encompassing a complete line of products from our global network of approximately 11,000 suppliers to our approximately 15,000 customers. We are diversified by geography, the industry sectors we serve and the products we sell. We seek to provide best-in-class service to our customers by satisfying the most complex, multi-site needs of many of the largest companies in the energy sector as their primary PVF supplier. We believe the critical role we play in our customers’ supply chain, together with our extensive product and service offerings, broad global presence, customer-linked scalable information systems and efficient distribution capabilities, serve to solidify our long-standing customer relationships and drive our growth. As a result, we have an average relationship of over 25 years with our 25 largest customers.

Key Drivers of Our Business

Our revenue is predominantly derived from the sale of PVF and other oilfield and industrial supplies to the energy sector globally. Our business is, therefore, dependent upon both the current conditions and future prospects in the energy industry and, in particular, maintenance and expansionary operating and capital expenditures by our customers in the upstream, midstream and downstream sectors of the industry. Long-term growth in spending has been driven by several factors, including demand growth for petroleum and petroleum derived products, underinvestment in global energy infrastructure, growth in shale and unconventional exploration and production (“E&P”) activity, and anticipated strength in the oil, natural gas, refined products and petrochemical sectors. The outlook for future oil, natural gas, refined products and petrochemical PVF spending is influenced by numerous factors, including the following:



Oil and Natural Gas Prices. Sales of PVF and related products to the oil and natural gas industry constitute over 90% of our sales. As a result, we depend upon the oil and natural gas industry and its ability and willingness to make maintenance and capital expenditures to explore for, produce and process oil, natural gas and refined products. Oil and natural gas prices, both current and projected, along with the costs necessary to produce oil and gas, impact other drivers of our business, including capital spending by customers, additions to and maintenance of pipelines, refinery utilization and petrochemical processing activity.

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Table Of Contents

Economic Conditions. The demand for the products we distribute is dependent on the general economy, the energy sector and other factors. Changes in the general economy or in the energy sector (domestically or internationally) can cause demand for the products we distribute to materially change.

Manufacturer and Distributor Inventory Levels of PVF and Related Products. Manufacturer and distributor inventory levels of PVF and related products can change significantly from period to period. Increased inventory levels by manufacturers or other distributors can cause an oversupply of PVF and related products in the industry sectors we serve and reduce the prices that we are able to charge for the products we distribute. Reduced prices, in turn, would likely reduce our profitability. Conversely, decreased manufacturer inventory levels may ultimately lead to increased demand for our products and would likely result in increased sales volumes and overall profitability.

•  Steel Prices, Availability and Supply and Demand. Fluctuations in steel prices can lead to volatility in the pricing of the products we distribute, especially carbon steel line pipe products, which can influence the buying patterns of our customers. A majority of the products we distribute contain various types of steel. The worldwide supply and demand for these products, or other steel products that we do not supply, impacts the pricing and availability of our products and, ultimately, our sales and operating profitability.

Recent Trends and Outlook

During the first three months of 2019