MRC Global Announces Third Quarter 2025 Results
MRC Global (NYSE: MRC) reported third quarter 2025 results: sales $678M (down 12% YoY, down 15% QoQ), gross profit 18.4% of sales, adjusted gross profit 21.8% of sales, and a net loss from continuing operations of $9M. Adjusted EBITDA was $36M (5.3% of sales). The company cited significant U.S. ERP implementation disruptions that reduced revenue, profitability, and cash flow in Q3 but said operations improved late in the quarter and into October. Backlog was $571M (up 4% YoY; U.S. backlog +21% YoY). Cash was $59M, net debt $417M, liquidity $536M. The pending all‑stock merger with DNOW is expected to close in Q4 2025.
MRC Global (NYSE: MRC) ha riportato i risultati del terzo trimestre 2025: vendite 678 milioni di dollari (in calo del 12% anno su anno, in calo del 15% trimestre su trimestre), margine di profitto lordo 18,4% delle vendite, profitto lordo rettificato 21,8% delle vendite, e una perdita netta da operazioni continue di 9 milioni di dollari. EBITDA rettificato era di 36 milioni di dollari (5,3% delle vendite). L'azienda ha citato significative interruzioni legate all'implementazione ERP negli Stati Uniti che hanno ridotto ricavi, redditività e flusso di cassa nel Q3, ma ha detto che le operazioni sono migliorate verso la fine del trimestre e anche in ottobre. L'order backlog era di 571 milioni (in aumento del 4% YoY; backlog USA +21% YoY). La cassa era di 59 milioni, debito netto 417 milioni, liquidità 536 milioni. La fusione imminente interamente azionaria con DNOW dovrebbe chiudersi nel Q4 2025.
MRC Global (NYSE: MRC) informó los resultados del tercer trimestre de 2025: ventas 678 millones de USD (caída del 12% interanual, caída del 15% intertrimestral), beneficio bruto del 18,4% de las ventas, beneficio bruto ajustado del 21,8% de las ventas, y una pérdida neta de operaciones continuas de 9 millones de USD. El EBITDA ajustado fue de 36 millones de USD (5,3% de las ventas). La compañía citó significativas interrupciones en la implementación de ERP en EE. UU. que redujeron los ingresos, la rentabilidad y el flujo de caja en el Q3, pero dijo que las operaciones mejoraron hacia el final del trimestre y en octubre. El backlog era de 571 millones (un aumento del 4% interanual; backlog en EE. UU. +21% interanual). El efectivo era de 59 millones, la deuda neta 417 millones, la liquidez 536 millones. La fusión pendiente por todas las acciones con DNOW se espera que cierre en el Q4 2025.
MRC Global (NYSE: MRC)은 2025년 3분기 실적을 발표했습니다: 매출 6억 7800만 달러 (전년 대비 -12%, 전분기 대비 -15%), 매출원가 18.4%, 조정 매출원가 21.8%의 매출 대비 총 이익 및 계속 영업으로 인한 순손실 900만 달러을 기록했습니다. 조정 EBITDA는 3600만 달러(매출의 5.3%)였습니다. 미국 내 ERP 도입 지연으로 3분기에 수익성, 현금 흐름에 큰 타격을 입었으나, 분기 말과 10월에는 운용이 개선되었다고 말했습니다. 잔여 미수금(backlog)은 5710만 달러로 전년 대비 4% 증가했으며 미국 잔고는 전년 대비 21% 증가했습니다. 현금 5900만 달러, 순부채 4억 1700만 달러, 유동성은 5억 3600만 달러였습니다. DNOW와의 주식 교환형 인수합병이 2025년 4분기에 마감될 것으로 예상됩니다.
MRC Global (NYSE: MRC) a publié les résultats du troisième trimestre 2025: ventes 678 M$ (en baisse de 12% sur un an, en baisse de 15% sur le trimestre), bénéfice brut de 18,4% des ventes, bénéfice brut ajusté de 21,8% des ventes, et une perte nette des activités continues de 9 M$. EBITDA ajusté de 36 M$ (5,3% des ventes). L'entreprise a cité d'importantes perturbations liées à la mise en œuvre de l'ERP américain qui ont réduit le chiffre d'affaires, la rentabilité et le flux de trésorerie au Q3, mais a indiqué que les opérations se sont améliorées en fin de trimestre et en octobre. Le carnet de commandes était de 571 M$ (en hausse de 4% sur un an; carnet américain +21% YoY). La trésorerie était de 59 M$, la dette nette de 417 M$, la liquidité de 536 M$. La fusion par échange d'actions avec DNOW, en attente, devrait être clôturée au Q4 2025.
MRC Global (NYSE: MRC) meldete die Ergebnisse des dritten Quartals 2025: Umsatz 678 Mio. USD (rückläufig um 12% gegenüber dem Vorjahr, rückläufig um 15% gegenüber dem Vorquartal), Bruttogewinn 18,4% des Umsatzes, bereinigter Bruttogewinn 21,8% des Umsatzes und eine Nettoloss aus fortgeführten Geschäftsbereichen von 9 Mio. USD. Bereinigtes EBITDA betrug 36 Mio. USD (5,3% des Umsatzes). Das Unternehmen verwies auf erhebliche Störungen bei der Implementierung des US-amerikanischen ERP-Systems, die den Umsatz, die Rentabilität und den Cashflow im Q3 verringerten, sagte jedoch, dass die Betriebstätigkeit gegen Ende des Quartals und im Oktober verbessert wurde. Der Auftragsbestand betrug 571 Mio. USD (YoY +4%; US-Auftragseingang +21% YoY). Das operative Kapital betrug 59 Mio. USD, Nettoschulden 417 Mio. USD, Liquidität 536 Mio. USD. Die geplante All-Stock-Fusion mit DNOW soll im Q4 2025 abgeschlossen werden.
MRC Global (NYSE: MRC) أبلغت عن نتائج الربع الثالث من عام 2025: المبيعات 678 مليون دولار (انخفاض 12% على أساس سنوي، انخفاض 15% على أساس ربع سنوي)، الربح الإجمالي 18.4% من المبيعات، الربح الإجمالي المعدل 21.8% من المبيعات، وخسارة صافية من العمليات المستمرة قدرها 9 ملايين دولار. EBITDA المعدل كان 36 مليون دولار (5.3% من المبيعات). أشارت الشركة إلى اضطرابات كبيرة في تنفيذ نظام ERP الأمريكي الذي خفّض الإيرادات والربحية والتدفق النقدي في الربع الثالث، لكنها ذكرت أن العمليات تحسّنت في نهاية الربع وحتى أكتوبر. كان الرصيد المتراكم (Backlog) 571 مليون دولار (ارتفاع 4% على أساس سنوي؛ الرصيد الأمريكي +21% على أساس سنوي). كان النقد 59 مليون دولار، الدين الصافي 417 مليون دولار، السيولة 536 مليون دولار. من المتوقع إغلاق الاندماج المموّل بالكامل بالأسهم مع DNOW في الربع الرابع 2025.
- Backlog $571M, up 4% year‑over‑year
- U.S. backlog up 21% year‑over‑year
- Adjusted EBITDA $36M (5.3% of sales)
- Liquidity $536M available at September 30, 2025
- Company reports operational improvement by end of Q3 and into October
- Sales $678M, down 12% year‑over‑year and 15% sequentially
- Net loss from continuing operations of $9M in Q3 2025
- SG&A increased to 18.9% of sales (330 bps higher than prior year 15.6%)
- Cash used in continuing operations of $36M in Q3 2025
- ERP implementation materially disrupted U.S. revenues, shipments, and collections
Insights
MRC reported a weaker Q3 with ERP-driven revenue disruption, a modest adjusted EBITDA, higher backlog, and a pending merger closing expected in Q4.
The company posted sales of
Key dependencies and risks include the successful normalization of invoicing and collections, conversion of a larger U.S. backlog of
Concrete items to watch over the near term are the reported top-line and cash-collection trends in
HOUSTON, Nov. 05, 2025 (GLOBE NEWSWIRE) -- MRC Global Inc. (NYSE: MRC) today announced third quarter 2025 results from continuing operations.
Third Quarter 2025 Financial Highlights:
- Sales of
$678 million , a15% decrease compared to the second quarter of 2025 - Gross profit, as a percentage of sales, of
18.4% - Adjusted Gross Profit, as a percentage of sales, of
21.8% - Net loss from continuing operations of
$9 million - Adjusted EBITDA of
$36 million , or5.3% of sales - Revenue backlog of
$571 million , an increase of4% compared to the same period last year (a21% year-on-year increase in the U.S. segment backlog)
Rob Saltiel, MRC Global’s President and CEO, commented, “The implementation of our new enterprise resource planning (ERP) system in our U.S. segment encountered significant challenges that adversely impacted our revenues, profitability, and cash flows, during our third quarter. We deployed extensive resources to ensure that customer service levels were maintained and that business operations could function as we addressed the system issues. I am pleased to report that our financial and operations performance improved dramatically by the end of our third quarter and that this more normalized performance has continued throughout the month of October. We greatly appreciate the patience of our customers and the hard work by the entire MRC Global team during this system transition.”
Kelly Youngblood, Executive Vice President and Chief Financial Officer, added, “The unexpected revenue shortfall in the third quarter resulting from the new U.S. ERP system implementation was a one-time isolated event. Due to delays in shipments and invoicing, our U.S. backlog grew in the third quarter compared to the same quarter last year, bucking the normal seasonal trend. We expect that future quarters will release this backlog growth to revenue, and we anticipate mid-to-high single-digit percentage revenue growth sequentially for the entire company in the fourth quarter of 2025. As our invoicing returns to normalized levels, we expect an improved cash flow outlook for 2026.”
Mr. Saltiel continued, “We look forward to closing our merger with DNOW Inc., as this will be transformational for MRC Global. The combination will create a premier energy and industrial solutions provider with expanded capabilities and scale. Our customers will benefit from a broader portfolio of innovative offerings, our team members will enjoy greater career opportunities, and our investors will gain exposure to a larger, more diversified, and more efficient enterprise."
Net loss from continuing operations for the third quarter of 2025 was (
Adjusted Net Income (Loss) from Continuing Operations, Adjusted Net Income Attributable to Common Stockholders, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Gross Profit, Adjusted Gross Profit margin, Net Debt, Net Debt Leverage Ratio, and Adjusted Selling, General and Administrative (SG&A) expense are all non-GAAP measures. Please refer to the reconciliation of each of these measures to the nearest GAAP measure in this release.
Net loss attributable to common stockholders for the third quarter of 2025 was (
MRC Global’s third quarter of 2025 gross profit was
Selling, general and administrative (SG&A) expenses were
Adjusted EBITDA was
An income tax benefit of
The sale of the Canada business closed on March 14, 2025, the results of which are reflected in discontinued operations for all periods presented.
Sales
The company’s sales were
Sales by Segment
U.S. sales in the third quarter of 2025 were
Sequentially, compared to the second quarter of 2025, U.S. sales decreased
International sales reached
Sequentially, International sales decreased
Sales by Sector
Gas Utilities sector sales, which are primarily U.S.-based, were
Sequentially, compared to the second quarter of 2025, the Gas Utilities sector sales decreased
DIET sector sales in the third quarter of 2025 were
Sequentially, compared to the previous quarter, DIET sector sales were down
PTI sector sales in the third quarter of 2025 were
Sequentially, as compared to the prior quarter, PTI sector sales decreased
Backlog
As of September 30, 2025, the company's backlog was
Balance Sheet and Cash Flow
As of September 30, 2025, the cash balance was
Share Repurchase Program
In January 2025, the board of directors authorized a share repurchase program for common stock up to
Due to the pending combination, the share repurchase program has been suspended.
Agreement to Combine with DNOW
On June 26, 2025, DNOW Inc. (NYSE: DNOW) and MRC Global jointly announced a definitive merger agreement under which DNOW will acquire MRC Global in an all-stock transaction. The transaction was unanimously approved by both the DNOW and MRC Global boards of directors. The transaction is subject to other customary closing conditions. It is currently anticipated that the transaction closing will occur in the fourth quarter of 2025.
Given the pending combination with DNOW, we will not host a conference call or webcast to discuss our third quarter 2025 results.
About MRC Global Inc.
Headquartered in Houston, Texas, MRC Global (NYSE: MRC) is the leading global distributor of pipe, valves, fittings (PVF) and other infrastructure products and services to diversified end-markets including the gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors. With over 100 years of experience, MRC Global has provided customers with innovative supply chain solutions, technical product expertise and a robust digital platform from a worldwide network of approximately 200 locations, including valve and engineering centers. The company’s unmatched quality assurance program offers approximately 200,000 SKUs from over 7,100 suppliers, simplifying the supply chain for over 8,300 customers. 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,” “anticipating,” “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, including, for example, statements about the merger (as defined below), future events, plans and anticipated results of the operations, business strategies, the anticipated benefits of the merger, the anticipated impact of the merger on the combined company's business and future financial operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for the merger.
Statements about the DNOW-MRC Global merger (the “merger”), future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the merger, the anticipated impact of the merger on the combined company’s business and future financial operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for the merger, the company’s business, including its strategy, its industry, the company’s future profitability, the company’s guidance on its sales, adjusted EBITDA, adjusted EBITDA margin, 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.
These risks and uncertainties include (among others) the risk associated with the timing of the closing of the merger, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms; the effect of the announcement, pendency or completion of the merger on our business relationships and business operations generally; the risk that the expected benefits and synergies of the merger may not be fully achieved in a timely manner, or at all; decreases in capital and other expenditure levels in the industries that the company serves; U.S. and international general economic conditions; geopolitical events; decreases in oil and natural gas prices; unexpected supply shortages; loss of third-party transportation providers; cost increases by the company’s suppliers and transportation providers; increases in steel prices, which the company may be unable to pass along to its customers which could significantly lower the company’s profit; 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 its inventory to decline; decreases in steel prices, which could significantly lower the company’s profit; a decline in demand for certain of the products the company distributes if tariffs and duties on these products are imposed or lifted; holding more inventory than can be sold in a commercial time frame; significant substitution of renewables and low-carbon fuels for oil and gas, impacting demand for the company’s products; risks related to adverse weather events or natural disasters; environmental, health and safety laws and regulations and the interpretation or implementation thereof; changes in the company’s customer and product mix; the risk that manufacturers of the products that the company distributes will sell a substantial amount of goods directly to end users in the industry sectors that the company serves; failure to operate the company’s business in an efficient or optimized manner; the company’s ability to compete successfully with other companies; 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; inability to attract and retain employees or the potential loss of key personnel; adverse health events, such as a pandemic; interruption in the proper functioning of the company’s information systems; the occurrence of cybersecurity incidents; risks related to the company’s customers’ creditworthiness; the success of acquisition strategies; the potential adverse effects associated with integrating acquisitions and whether these acquisitions will yield their intended benefits; 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; the company’s significant indebtedness; the dependence on the company’s subsidiaries for cash to meet parent company obligations; changes in the company’s credit profile; potential inability to obtain necessary capital; 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; exposure to U.S. and international laws and regulations, regulating corruption, limiting imports or exports or imposing economic sanctions; risks relating to ongoing evaluations of internal controls required by Section 404 of the Sarbanes-Oxley Act; risks related to changing laws and regulations including trade policies and tariffs; and the potential share price volatility and costs incurred in response to any shareholder activism campaigns.
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 Investors 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
VP, Investor Relations & Treasury
MRC Global Inc.
Monica.Broughton@mrcglobal.com
832-308-2847
No Offer or Solicitation
This document is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the merger, DNOW filed with the SEC a registration statement on Form S-4 that includes a definitive joint proxy statement of DNOW and MRC Global that also constitutes a prospectus of DNOW common shares to be offered in the merger. Each of DNOW and MRC Global may also file other relevant documents with the SEC regarding the merger. This document is not a substitute for the prospectus or registration statement or any other document that DNOW or MRC Global may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
Investors and security holders are able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about MRC Global, DNOW and the merger, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by MRC Global will be available free of charge on MRC Global’s website at https://investor.mrcglobal.com/ or by contacting MRC Global’s Investor Relations Department by email at Investor.Relations@mrcglobal.com or by phone at (832) 308-2847. Copies of the documents filed with the SEC by DNOW will be available free of charge on DNOW’s website at https://ir.dnow.com/ or by contacting DNOW’s Investor Relations Department by email at ir@dnow.com or by phone at (281) 823-4006.
| MRC Global Inc. Condensed Consolidated Balance Sheets (Unaudited) (in millions, except shares) | ||||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash | $ | 59 | $ | 63 | ||
| Accounts receivable, net | 473 | 378 | ||||
| Inventories, net | 523 | 415 | ||||
| Other current assets | 49 | 29 | ||||
| Current assets of discontinued operations | 1 | 36 | ||||
| Total current assets | 1,105 | 921 | ||||
| Long-term assets: | ||||||
| Operating lease assets | 160 | 170 | ||||
| Property, plant and equipment, net | 100 | 89 | ||||
| Other assets | 36 | 37 | ||||
| Intangible assets: | ||||||
| Goodwill, net | 264 | 264 | ||||
| Other intangible assets, net | 130 | 143 | ||||
| Total assets | $ | 1,795 | $ | 1,624 | ||
| Liabilities and stockholders' equity | ||||||
| Current liabilities: | ||||||
| Trade accounts payable | $ | 433 | $ | 329 | ||
| Accrued expenses and other current liabilities | 119 | 124 | ||||
| Operating lease liabilities | 31 | 31 | ||||
| Current portion of debt obligations | 4 | 3 | ||||
| Current liabilities of discontinued operations | 1 | 21 | ||||
| Total current liabilities | 588 | 508 | ||||
| Long-term liabilities: | ||||||
| Long-term debt | 472 | 384 | ||||
| Operating lease liabilities | 141 | 153 | ||||
| Deferred income taxes | 35 | 35 | ||||
| Other liabilities | 28 | 28 | ||||
| Commitments and contingencies | ||||||
| Stockholders' equity: | ||||||
| Common stock, | 1 | 1 | ||||
| Additional paid-in capital | 1,785 | 1,779 | ||||
| Retained deficit | (670 | ) | (652 | ) | ||
| Less: Treasury stock at cost: 25,433,286 and 24,216,330 shares, respectively | (390 | ) | (375 | ) | ||
| Accumulated other comprehensive loss | (195 | ) | (237 | ) | ||
| Total stockholders' equity | 531 | 516 | ||||
| Total liabilities and stockholders' equity | $ | 1,795 | $ | 1,624 | ||
| 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, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Sales | $ | 678 | $ | 771 | $ | 2,188 | $ | 2,347 | |||||||
| Cost of sales | 553 | 614 | 1,770 | 1,862 | |||||||||||
| Gross profit | 125 | 157 | 418 | 485 | |||||||||||
| Selling, general and administrative expenses | 128 | 120 | 382 | 362 | |||||||||||
| Operating (loss) income | (3 | ) | 37 | 36 | 123 | ||||||||||
| Other (expense) income: | |||||||||||||||
| Interest expense | (10 | ) | (4 | ) | (29 | ) | (19 | ) | |||||||
| Other, net | — | (1 | ) | 7 | (2 | ) | |||||||||
| (Loss) income from continuing operations before income taxes | (13 | ) | 32 | 14 | 102 | ||||||||||
| Income tax (benefit) expense from continuing operations | (4 | ) | 3 | 2 | 23 | ||||||||||
| Net (loss) income from continuing operations | (9 | ) | 29 | 12 | 79 | ||||||||||
| Loss from discontinued operations, net of tax | — | — | (30 | ) | (1 | ) | |||||||||
| Net (loss) income | (9 | ) | 29 | (18 | ) | 78 | |||||||||
| Series A preferred stock dividends | — | 6 | — | 18 | |||||||||||
| Net (loss) income attributable to common stockholders | $ | (9 | ) | $ | 23 | $ | (18 | ) | $ | 60 | |||||
| Basic (loss) earnings per common share: | |||||||||||||||
| (Loss) income from continued operations | $ | (0.11 | ) | $ | 0.27 | $ | 0.14 | $ | 0.72 | ||||||
| Loss from discontinued operations | — | — | (0.35 | ) | (0.01 | ) | |||||||||
| Basic (loss) earnings per common share | $ | (0.11 | ) | $ | 0.27 | $ | (0.21 | ) | $ | 0.71 | |||||
| Diluted (loss) earnings per common share: | |||||||||||||||
| (Loss) income from continued operations | $ | (0.11 | ) | $ | 0.27 | $ | 0.14 | $ | 0.71 | ||||||
| Loss from discontinued operations | — | — | (0.35 | ) | (0.01 | ) | |||||||||
| Diluted (loss) earnings per common share | $ | (0.11 | ) | $ | 0.27 | $ | (0.21 | ) | $ | 0.70 | |||||
| Weighted-average common shares, basic | 84.5 | 85.2 | 85.2 | 85.0 | |||||||||||
| Weighted-average common shares, diluted | 84.5 | 86.2 | 85.2 | 86.2 | |||||||||||
| MRC Global Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (in millions) | |||||||
| Nine Months Ended | |||||||
| September 30, | September 30, | ||||||
| 2025 | 2024 | ||||||
| Operating activities | |||||||
| Net income | $ | 12 | $ | 79 | |||
| Adjustments to reconcile net income from continuing operations to net cash (used in) provided by continuing operations: | |||||||
| Depreciation and amortization | 18 | 16 | |||||
| Amortization of intangibles | 13 | 15 | |||||
| Equity-based compensation expense | 12 | 11 | |||||
| Deferred income tax (benefit) | (2 | ) | (6 | ) | |||
| Increase (decrease) in LIFO reserve | 24 | (4 | ) | ||||
| Other non-cash items | (1 | ) | 8 | ||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | (84 | ) | (41 | ) | |||
| Inventories | (129 | ) | 88 | ||||
| Other current assets | (6 | ) | (3 | ) | |||
| Accounts payable | 102 | 31 | |||||
| Accrued expenses and other current liabilities | (20 | ) | 1 | ||||
| Operating cash flows from continuing operations | (61 | ) | 195 | ||||
| Operating cash flows from discontinued operations | (6 | ) | 2 | ||||
| Net cash (used in) provided by operating activities | (67 | ) | 197 | ||||
| Investing activities | |||||||
| Purchases of property, plant and equipment | (30 | ) | (23 | ) | |||
| Other investing activities | 5 | 1 | |||||
| Investing cash flows from continuing operations | (25 | ) | (22 | ) | |||
| Investing cash flows from discontinued operations | 18 | — | |||||
| Net cash used in investing activities | (7 | ) | (22 | ) | |||
| Financing activities | |||||||
| Payments on revolving credit facilities | (504 | ) | (276 | ) | |||
| Proceeds from revolving credit facilities | 595 | 352 | |||||
| Payments on debt obligations | (2 | ) | (295 | ) | |||
| Debt issuance costs paid | (1 | ) | — | ||||
| Dividends paid on preferred stock | — | (18 | ) | ||||
| Repurchases of common stock | (15 | ) | — | ||||
| Repurchases of shares to satisfy tax withholdings | (7 | ) | (5 | ) | |||
| Other financing activities | (1 | ) | — | ||||
| Financing cash flows from continuing operations | 65 | (242 | ) | ||||
| Financing cash flows from discontinued operations | — | — | |||||
| Net cash provided by (used in) financing activities | 65 | (242 | ) | ||||
| Decrease in cash | (9 | ) | (67 | ) | |||
| Effect of foreign exchange rate on cash | 5 | (2 | ) | ||||
| Cash -- beginning of period | 63 | 131 | |||||
| Cash -- end of period | $ | 59 | $ | 62 | |||
| MRC Global Inc. Supplemental Sales Information (Unaudited) (in millions) Disaggregated Sales by Segment and Sector | |||||||||||
| Three Months Ended September 30, | |||||||||||
| U.S. | International | Total | |||||||||
| 2025 | |||||||||||
| Gas Utilities | $ | 292 | $ | — | $ | 292 | |||||
| DIET | 131 | 68 | 199 | ||||||||
| PTI | 127 | 60 | 187 | ||||||||
| $ | 550 | $ | 128 | $ | 678 | ||||||
| 2024 | |||||||||||
| Gas Utilities | $ | 293 | $ | — | $ | 293 | |||||
| DIET | 170 | 69 | 239 | ||||||||
| PTI | 181 | 58 | 239 | ||||||||
| $ | 644 | $ | 127 | $ | 771 | ||||||
| Nine Months Ended September 30, | |||||||||||
| U.S. | International | Total | |||||||||
| 2025 | |||||||||||
| Gas Utilities | $ | 864 | $ | — | $ | 864 | |||||
| DIET | 455 | 187 | 642 | ||||||||
| PTI | 480 | 202 | 682 | ||||||||
| $ | 1,799 | $ | 389 | $ | 2,188 | ||||||
| 2024 | |||||||||||
| Gas Utilities | $ | 845 | $ | — | $ | 845 | |||||
| DIET | 560 | 202 | 762 | ||||||||
| PTI | 583 | 157 | 740 | ||||||||
| $ | 1,988 | $ | 359 | $ | 2,347 | ||||||
| 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 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Line Pipe | $ | 79 | $ | 99 | $ | 245 | $ | 337 | ||||||||
| Carbon Fittings and Flanges | 80 | 96 | 276 | 294 | ||||||||||||
| Total Carbon Pipe, Fittings and Flanges | 159 | 195 | 521 | 631 | ||||||||||||
| Valves, Automation, Measurement and Instrumentation | 252 | 275 | 823 | 838 | ||||||||||||
| Gas Products | 198 | 193 | 594 | 573 | ||||||||||||
| Stainless Steel and Alloy Pipe and Fittings | 26 | 51 | 100 | 124 | ||||||||||||
| General Products | 43 | 57 | 150 | 181 | ||||||||||||
| $ | 678 | $ | 771 | $ | 2,188 | $ | 2,347 | |||||||||
| 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 | ||||||||||||
| 2025 | of Revenue | 2024 | of Revenue | ||||||||||||
| Gross profit, as reported | $ | 125 | 18.4 | % | $ | 157 | 20.4 | % | |||||||
| Depreciation and amortization | 6 | 0.9 | % | 6 | 0.8 | % | |||||||||
| Amortization of intangibles | 4 | 0.6 | % | 5 | 0.6 | % | |||||||||
| Increase (decrease) in LIFO reserve | 13 | 1.9 | % | (6 | ) | (0.8 | )% | ||||||||
| Adjusted Gross Profit | $ | 148 | 21.8 | % | $ | 162 | 21.0 | % | |||||||
| Nine Months Ended | |||||||||||||||
| September 30, | Percentage | September 30, | Percentage | ||||||||||||
| 2025 | of Revenue | 2024 | of Revenue | ||||||||||||
| Gross profit, as reported | $ | 418 | 19.1 | % | $ | 485 | 20.7 | % | |||||||
| Depreciation and amortization | 18 | 0.8 | % | 16 | 0.7 | % | |||||||||
| Amortization of intangibles | 13 | 0.6 | % | 15 | 0.6 | % | |||||||||
| Increase (decrease) in LIFO reserve | 24 | 1.1 | % | (4 | ) | (0.2 | )% | ||||||||
| Adjusted Gross Profit | $ | 473 | 21.6 | % | $ | 512 | 21.8 | % | |||||||
Notes to above:
The company defines Adjusted Gross Profit as sales, less cost of sales, plus depreciation and amortization, plus amortization of intangibles, plus inventory-related charges incremental to normal operations 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 which costing 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.
| MRC Global Inc. Supplemental Information (Unaudited) Reconciliation of Selling, General and Administrative Expenses (SG&A) to Adjusted SG&A (a non-GAAP measure) (in millions) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Selling, general and administrative expenses | $ | 128 | $ | 120 | $ | 382 | $ | 362 | |||||||
| Facility closures (1) | — | — | — | (1 | ) | ||||||||||
| Internal control remediation (2) | — | — | (2 | ) | — | ||||||||||
| ERP system implementation | (6 | ) | — | (6 | ) | — | |||||||||
| Non-recurring other legal and consulting costs (3) | (6 | ) | — | (13 | ) | — | |||||||||
| Activism response legal and consulting costs | — | — | — | (4 | ) | ||||||||||
| Adjusted Selling, general and administrative expenses | $ | 116 | $ | 120 | $ | 361 | $ | 357 | |||||||
Notes to above:
| (1) | Charge (pre-tax) associated with a facility closure in our International segment. |
| (2) | Charges (pre-tax) for personnel expenses and professional fees related to the company's internal control remediation efforts. |
| (3) | Charges (pre-tax) associated with the pending DNOW–MRC Global merger. |
The company defines adjusted selling, general and administrative (SG&A) expenses as SG&A, restructuring expenses and other unusual items. The company presents adjusted SG&A because the company believes it 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.
| MRC Global Inc. Supplemental Information (Unaudited) Reconciliation of Net Income (Loss) to Adjusted EBITDA (a non-GAAP measure) (in millions) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net (loss) income | $ | (9 | ) | $ | 29 | $ | (18 | ) | $ | 78 | |||||
| Loss from discontinued operations, net of tax | — | — | 30 | 1 | |||||||||||
| Net (loss) income from continuing operations | (9 | ) | 29 | 12 | 79 | ||||||||||
| Income tax (benefit) expense | (4 | ) | 3 | 2 | 23 | ||||||||||
| Interest expense | 10 | 4 | 29 | 19 | |||||||||||
| Depreciation and amortization | 6 | 6 | 18 | 16 | |||||||||||
| Amortization of intangibles | 4 | 5 | 13 | 15 | |||||||||||
| Facility closures (1) | — | — | — | 1 | |||||||||||
| Increase (decrease) in LIFO reserve | 13 | (6 | ) | 24 | (4 | ) | |||||||||
| Equity-based compensation expense (2) | 4 | 4 | 12 | 11 | |||||||||||
| Internal control remediation (3) | — | — | 2 | — | |||||||||||
| ERP system implementation | 6 | — | 6 | — | |||||||||||
| Non-recurring other legal and consulting costs (4) | 6 | — | 13 | — | |||||||||||
| Activism response legal and consulting costs | — | — | — | 4 | |||||||||||
| Write off of debt issuance costs | — | — | — | 1 | |||||||||||
| Asset disposal (5) | — | — | (3 | ) | 1 | ||||||||||
| Foreign currency losses (gains) | — | 2 | (2 | ) | 3 | ||||||||||
| Adjusted EBITDA | $ | 36 | $ | 47 | $ | 126 | $ | 169 | |||||||
Notes to above:
| (1) | Charge (pre-tax) associated with a facility closure in our International segment. |
| (2) | Charges (pre-tax) recorded in SG&A. |
| (3) | Charges (pre-tax) for personnel expenses and professional fees related to the company's internal control remediation efforts. |
| (4) | Charges (pre-tax) associated with the pending DNOW–MRC Global merger. |
| (5) | Charges (pre-tax) associated with asset disposals in our International segment. |
The company defines adjusted EBITDA as net income (loss) plus the loss from discontinued operations, net of tax, plus interest, income taxes, depreciation and amortization, amortization of intangibles, and certain other expenses, including non-cash expenses, (such as equity-based compensation, restructuring, changes in the fair value of derivative instruments, asset impairments, including inventory, long-lived asset impairments (including goodwill and intangible assets), inventory-related charges incremental to normal operations, charges related to our internal control remediation, the Merger and non-capitalizable expenses related to the U.S. ERP system implementation 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 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.
| MRC Global Inc. Supplemental Information (Unaudited) Reconciliation of Net (Loss) Income to Adjusted Net Income (Loss) from Continuing Operations (a non-GAAP measure) (in millions) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net (loss) income | $ | (9 | ) | $ | 29 | $ | (18 | ) | $ | 78 | |||||
| Loss from discontinued operations, net of tax | — | — | 30 | 1 | |||||||||||
| Net (loss) income from continuing operations | (9 | ) | 29 | 12 | 79 | ||||||||||
| Facility closures, net of tax (1) | — | — | — | 1 | |||||||||||
| Asset disposal, net of tax (2) | — | — | (2 | ) | 1 | ||||||||||
| Internal control remediation, net of tax (3) | — | — | 2 | — | |||||||||||
| ERP system implementation, net of tax | 5 | — | 5 | — | |||||||||||
| Non-recurring other legal and consulting costs, net of tax (4) | 5 | — | 10 | — | |||||||||||
| Activism response legal and consulting costs, net of tax | — | — | — | 3 | |||||||||||
| Increase (decrease) in LIFO reserve, net of tax | 10 | (5 | ) | 18 | (3 | ) | |||||||||
| Adjusted Net Income from Continuing Operations | $ | 11 | $ | 24 | $ | 45 | $ | 81 | |||||||
Notes to above:
| (1) | Charge (after-tax) associated with a facility closure in our International segment. |
| (2) | Charges (after-tax) associated with asset disposals in our International segment. |
| (3) | Charges (after-tax) for personnel expenses and professional fees related to the Company's internal control remediation efforts. |
| (4) | Charges (after-tax) associated with the pending DNOW–MRC Global merger. |
The company defines adjusted net income from continuing operations (a non-GAAP measure) as net (loss) income plus the loss from discontinued operations, net of tax, plus or minus the after-tax impact of items deemed non-standard and plus or minus the after-tax impact of its 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. After-tax impacts were determined using the company's U.S. blended statutory rate. The company presents adjusted net income from continuing operations 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. The company believes that net (loss) income 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 from continuing operations.
| MRC Global Inc. Supplemental Information (Unaudited) Reconciliation of Net Income Attributable to Common Stockholders to Adjusted Net Income (Loss) Attributable to Common Stockholders (a non-GAAP measure) (in millions, except per share amounts) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2025 | September 30, 2025 | ||||||||||||||
| Amount | Per Share | Amount | Per Share | ||||||||||||
| Net loss attributable to common stockholders | $ | (9 | ) | $ | (0.11 | ) | $ | (18 | ) | $ | (0.21 | ) | |||
| Loss from discontinued operations, net of tax | — | — | 30 | 0.35 | |||||||||||
| Asset disposal, net of tax (1) | — | — | (2 | ) | (0.02 | ) | |||||||||
| Internal control remediation, net of tax (2) | — | — | 2 | 0.02 | |||||||||||
| ERP system implementation, net of tax | 5 | 0.06 | 5 | 0.06 | |||||||||||
| Non-recurring other legal and consulting costs, net of tax (3) | 5 | 0.06 | 10 | 0.12 | |||||||||||
| Increase in LIFO reserve, net of tax | 10 | 0.12 | 18 | 0.21 | |||||||||||
| Adjusted Net Income Attributable to Common Stockholders | $ | 11 | $ | 0.13 | $ | 45 | $ | 0.53 | |||||||
Notes to above:
| (1) | Charges (after-tax) for an asset disposal in our International segment. |
| (2) | Charges (after-tax) for personnel expenses and professional fees related to the Company's internal control remediation efforts. |
| (3) | Charges (after-tax) associated with the pending DNOW-MRC Global merger. |
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2024 | September 30, 2024 | ||||||||||||||
| Amount | Per Share | Amount | Per Share* | ||||||||||||
| Net income attributable to common stockholders | $ | 23 | $ | 0.27 | $ | 60 | $ | 0.70 | |||||||
| Loss from discontinued operations, net of tax | — | — | 1 | 0.01 | |||||||||||
| Asset disposal, net of tax (1) | — | — | 1 | 0.01 | |||||||||||
| Facility closures, net of tax (2) | — | — | 1 | 0.01 | |||||||||||
| Activism response legal and consulting costs, net of tax | — | — | 3 | 0.03 | |||||||||||
| Decrease in LIFO reserve, net of tax | (6 | ) | (0.07 | ) | (4 | ) | (0.05 | ) | |||||||
| Adjusted Net Income Attributable to Common Stockholders | $ | 17 | $ | 0.20 | $ | 62 | $ | 0.72 | |||||||
Notes to above:
| * Does not foot due to rounding | |
| (1) | Charge (after-tax) for an asset disposal in our International segment. |
| (2) | Charge (after-tax) associated with a facility closure in our International segment. |
The company defines adjusted net income attributable to common stockholders (a non-GAAP measure) as net income (loss) attributable to common stockholders, plus the loss from discontinued operations, net of tax, plus or minus the after-tax impact of items deemed non-standard and plus or minus the after-tax impact of its LIFO inventory costing methodology. After-tax impacts were determined using the company's blended statutory rate. 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, internal control remediation expenses, 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 which costing 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.
| MRC Global Inc. Supplemental Information (Unaudited) Reconciliation of Long-term Debt to Net Debt (a non-GAAP measure) and the Net Debt Leverage Ratio Calculation (in millions) | |||
| September 30, 2025 | |||
| Long-term debt | $ | 472 | |
| Plus: current portion of debt obligations | 4 | ||
| Total debt | 476 | ||
| Less: cash | 59 | ||
| Net Debt | $ | 417 | |
| Net Debt | $ | 417 | |
| Trailing twelve months adjusted EBITDA | $ | 157 | |
| Net debt leverage ratio | 2.7 | ||
Notes to above:
Net Debt and related leverage metrics may be considered non-GAAP measures. The company defines Net Debt as total long-term debt, including current portion, minus cash. The company defines its net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The company believes Net Debt is an indicator of the extent to which the company’s outstanding debt obligations could be satisfied by cash on hand and a useful metric for investors to evaluate the company’s leverage position. The company believes the net debt leverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the company. The company believes total long-term debt (including the current portion) is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Net Debt.