UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2016
MRC GLOBAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35479 | 20-5956993 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Fulbright Tower, 1301 McKinney Street, Suite 2300
Houston, TX 77010
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 294-7574
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
MRC Global Inc. (“MRC Global”) executive management will make a presentation on March 24, 2016 to attendees of the BB&T Capital Markets 10th Annual Commercial and Industrial Investor Conference regarding, among other things, MRC Global’s operations and performance and share repurchase activity in the first quarter of 2016. A copy of the materials to be used at the presentation (the “Presentation Materials”) is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Presentation Materials, possibly with modifications, will also be used from time to time after March 24, 2016 in presentations about MRC Global’s operations and performance and share repurchase activity in the first quarter of 2016 to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in MRC Global and its business.
The information contained in the Presentation Materials is summary information that should be considered in the context of MRC Global’s filings with the Securities and Exchange Commission and other public announcements that MRC Global may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While MRC Global may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, MRC Global specifically disclaims any obligation to do so. The Presentation Materials will also be posted in the Investor Relations section of MRC Global’s website, http://www.mrcglobal.com, for 90 days.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced under Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced under Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by MRC Global pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Investor Presentation, dated March 24, 2016 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2016
| MRC GLOBAL INC. | ||
| By: | /s/ James E. Braun | |
| James E. Braun | ||
| Executive Vice President and Chief Financial Officer | ||
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Investor Presentation, dated March 24, 2016 | |
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BB&T Capital Markets 10th Annual Commercial & Industrial Investor Conference March 24, 2016 Jim Braun Executive Vice President & CFO Monica Broughton Executive Director, Investor Relations Exhibit 99.1
Forward Looking Statements and Non-GAAP Disclaimer This presentation 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”, “looking forward”, “guidance” and similar expressions are intended to identify forward-looking statements. Statements about the company’s business, including its strategy, the impact of changes in oil prices and customer spending, its industry, the company’s future profitability, the company’s guidance on its sales, adjusted EBITDA, adjusted gross profit, tax rate, capital expenditures and cash flow, the company’s expectations regarding the pay down of its debt, 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 our control, including the factors described in the company’s SEC filings 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. 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. Our filings and other important information are also available on the Investor Relations page of our 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.
Projects 28% U.S. 75% Critical Role in Global Supply Chains of Leading Energy Companies Create value for customers and suppliers Closely integrated into customer supply chains Volume purchasing savings and capital efficiencies for customer Differentiated Global Capabilities Unparalleled footprint, with approximately 350 locations in 22 countries Enhanced capabilities to evaluate suppliers, source material and provide outstanding customer service Serve broad PVF needs making it convenient and efficient for customers Attractive and Diversified Business Mix Focus on maintenance, repair and operations (MRO) contracts Balanced portfolio across upstream, midstream and downstream sectors Growing international and project business Global Leader in PVF Distribution
Revenue by Product Line Note: Percentage of sales for the year ended December 31, 2015, excluding OCTG revenue. The OCTG business was sold February 2016. Chemical 9% Gas Utility 9% Other / Industrial 9% United States 77% Chemical 9% Transmission 17% Gas Utility 9% Refining 9% Other / Industrial 9% Revenue by Geography Transmission 19% Gas Utility 16% Production Infrastructure, Materials & Supplies 34% Revenue by Industry Sector Downstream 31% Upstream 34% Midstream 35% Diversified by Geography, Industry Sector and Product Line (excluding OCTG)
MRC Global is a Critical Partner to Its Customers and Suppliers CUSTOMERS SUPPLIERS IOCs Flint Hills LyondellBasell Marathon Petroleum AGL Resources Atmos DCP Midstream PG&E Phillips 66 Piedmont Natural Gas ConocoPhillips CNRL Continental Resources Aera Apache Anadarko California Resources Corporation Hess Husky Energy Marathon Oil Stupp Corporation TMK-IPSCO Dura-Bond Coating Inc. Tenaris US Steel Balon Cameron Flowserve Kitz Neway Velan Dresser Inc. Allied Fitting Co. Chevron Phillips Chemical Galperti Inc. WL Plastics AIV Emerson Bonney Forge Phillips 66 Occidental Chevron Phillips Chemical Dominion Colombia Pipeline Group Energy Transfer Company Energy Carbon Steel Tubulars Valves Fittings, Flanges and Other Downstream Midstream Upstream Citgo Axiall Valero SABIC Supplier Value Proposition Manufacturing and scale efficiencies Leverage MRC Global’s footprint Access to 19,000+ customers Lead suppliers through the quality process Customer Value Proposition Outsource non-core supply chain and logistics functions Reduce supply chain complexity Savings from volume purchasing and global sourcing Product availability, with access to MRC Global’s broad inventory Approve new suppliers through rigorous quality program Source globally from 45+ countries MarkWest NiSource Williams Occidental Statoil
Investing and Financing cash flows from 2010 to 2015. Net Financing equals the total issuance less repayment of debt and equity. Reflects reported revenues for the year of acquisition or 2013 for Stream, MSD and HypTeck. 1 Use of Cash Flow (2010 –2015¹) North American Consolidation Merger of McJunkin and Red Man created the largest PVF distributor to energy companies in the world Completed North American platform through seven bolt-on acquisitions and organic growth Global Acquisitions Acquired Transmark in 2009 as a platform for international expansion Several subsequent acquisitions, which added new markets and products Acquired Stream in 2014, which added a differentiated offshore production facility capability and provides expertise to grow in offshore markets Differentiated position Global service capability enables close integration with customers and organic growth opportunity Diversified across the energy infrastructure complex, serving upstream, midstream and downstream customers Acquisitions Date Company Acquired Region Revenue ($M)² Oct-08 LaBarge U.S. $ 233 Oct-09 Transmark Europe and Asia 346 May-10 South Texas Supply Eagle Ford 9 Aug-10 Dresser Oil Tools Supply Bakken 13 Jun-11 Stainless Pipe and Fittings Australia / SE Asia 91 Jul-11 Valve Systems and Controls U.S. Gulf of Mexico 13 Mar-12 OneSteel Piping Systems Australia 174 Jun-12 Chaparral Supply Mississippian Lime 71 Dec-12 Production Specialty Services Permian / Eagle Ford 127 Jul-13 Flow Control Products Permian / Eagle Ford 28 Dec-13 Flangefitt Stainless United Kingdom 24 Jan-14 Stream Norway 271 May-14 MSD Engineering Singapore & SE Asia 26 Jun-14 HypTeck Norway 38 $ 1.46+ Billion Global Platform for Continued M&A Growth
Munster, IN Nitro, WV Tulsa, OK Houston, TX Nisku, AB Cheyenne, WY Odessa, TX Bakersfield, CA San Antonio, TX Regional Distribution Centers Corporate Headquarters Valve Automation Centers Branch Locations By the Numbers As of 12/31/2015 Branches 152 RDCs 10 VACs 14 Employees ~2,900 Pittsburgh, PA Global Footprint - Strong Leadership Position Across Key North American Basins
Global Footprint - Strategically Located in Key International Energy Markets Stavanger, NO EUROPE Bradford, UK By the Numbers As of 12/31/2015 Branches 54 RDCs 7 VACs 16 Countries 20 Employees ~1200 NORDIC Brisbane, QLD Singapore Dubai, UAE ME / CASPIAN / ASIA PAC Perth, WA Rotterdam, NL
Organic Growth Acquisitions Enhanced Profitability and Return on Capital Leverage Competitive Advantages to Drive Volume and Enhance Returns Long Term Growth Strategy Significant growth potential for the core business from continuing to win in the field, which will generate strong incremental margins Existing MRO Contract Customers - Expand sales by adding scope, cross-selling products, project activity and greater integration New MRO Contract Customers – Capitalize on MRC Global’s superior offering to win additional MRO contracts from competitors “Next 75” Customers – Drive share with targeted growth accounts through focused sales efforts and exceptional customer service Continue to add integrated supply service agreements Strategic acquisitions in attractive geographies and product lines Continue to make accretive acquisitions and consolidate the sector Acquire businesses that add products, customers and/or geographic scope to the existing footprint Shifting product mix to higher margin products while driving efficiencies in overhead and working capital Emphasize higher margin products and continue shift toward valves, fittings and flanges Focus on SG&A spend to balance performance and cost efficiencies Optimize working capital investment Invest in technology systems and branch infrastructure to further strengthen customer service and operational excellence
Customer Integration CAGR = 12.7% Gas Distribution Revenue ($ millions) MRC Global is a leader in Integrated Supply Over $750 million in revenue and growing Includes on-site operations, systems integration, products beyond PVF, inventory management services, procurement services and logistics management Over 190 MRC Global personnel are currently working at customer sites Nearly 20 years experience Integrated Supply customers leverage MRC Global’s core competencies for savings Inventory & logistics management Managing complex supply chains Technical expertise Supplier qualification Planning & procurement Gas Distribution Companies Embrace Integrated Supply Solutions
Strengthening our Leading Position Customer contract wins Continued success in winning and retaining customers reinforces MRC Global’s market leadership and positions MRC Global for a strong recovery Selected recent contract wins and renewals: Gaining market share Outperforming competition in a highly challenging market Redirecting to higher margin product lines Sold the OCTG business Actively managing operating costs Cost cutting initiatives have resulted in meaningful reductions in SG&A spend Strong balance sheet Utilized strong cash flow generation from working capital optimization and proceeds from preferred stock issuance to delever and strengthen balance sheet Reduced net debt by $974 million, a 68% reduction in 2015 Created financial flexibility to take advantage of opportunities Customer Geography Term Customer Geography Term Statoil Norway Project SABIC U.S., Europe & Saudi Arabia 5 Years Marathon Oil U.S. 5 Years Phillips 66 U.S. & Europe 5 Years California Resources U.S. 3 Years Marathon Petroleum U.S. 3 years TECO Energy U.S. 5 Years Canadian Natural Resources Canada 3 Years Shell Australia 5 years
Focus on Optimizing Operations Sizing cost structure to fit market conditions Actively managing cost structure to remain profitable through the cycle Headcount reductions Hiring and wage freezes Streamline organizational structure Experienced management team (>30 years) has managed through many cycles Net Working Capital2 (excluding cash) ($ millions) Reduction = 40% from peak Continuous focus on inventory and receivables to maximize return on our assets Managing inventory lower while maintaining service levels by repositioning between sites and leveraging the hub and spoke model Reduced days sales outstanding by 9 days in 2015 Net working capital improved to 20% of sales at the end of 2015 Excludes severance and certain other non-recurring charges. SG&A, as adjusted1 ($ millions) Reduction = 21% Deferred taxes reclassified to non-current with adoption of new accounting standard.
Financial Model Economies of Scale Diversified and Countercyclical Operating Cash Flow Profile Operating Leverage Low Capital Expenditure Requirements Strong Balance Sheet Disciplined Capital Allocation
Sales Adjusted Gross Profit and % Margin Adjusted EBITDA and % Margin 7.0% 8.5% ($ millions, except per share data) Y-o-Y Growth 28% 24% (5%) 11% (27%) Y-o-Y Growth 61% 29% (17%) 10% (45%) 5.8% 7.5% 8.3% 7.4% 7.1% 5.2% Y-o-Y Growth 26% 15% (6%) 13% (24%) Diluted EPS & Adjusted Diluted EPS Y-o-Y Growth Diluted EPS NM 259% 21% (5%) NM 17.2% 17.6% 19.0% 19.3% 18.9% 18.0% Financial Metrics Adjusted diluted EPS Diluted EPS $(0.61) $0.34 $1.40 $(3.38) $2.02 $1.60 $1.57 $0.74 2010 2011 2012 2013 2014 2015 $1.22 $1.48
Total Debt Capital Structure Cash Flow from Operations Net Leverage ($ millions) December 31, 2015 Cash and Cash Equivalents $ 69 Total Debt (including current portion): Term Loan B due 2019, net of discount $ 524 Global ABL Facility due 2019 - Total Debt $ 524 Preferred stock 355 Common stockholders’ equity 956 Total Capitalization $ 1,835 Liquidity $ 740 Balance Sheet Metrics
2016 Outlook Annual Revenue down 20-30% from 2015, excluding OCTG revenue of $311M Upstream 30-40% Midstream 20-30% Downstream 10-20% Negative impact on revenue from foreign currency exchange of approximately $50 million in 2016 Adjusted gross margin - high 17% to low 18% range LIFO benefit $10-$20 million SG&A run-rate $130-$132 million per quarter Amortization $12 million lower in 2016 (in International segment) Tax rate 43% Capital expenditures $45 million (ERP ~$30 million + maintenance ~$15 million) Cash flow from operations >$200 million Sequential Revenue 15-20% lower in 1Q 2016 from 4Q 2015, excluding OCTG revenue of $62 million
Share Repurchase Program Summary Authorized up to $100 million share repurchase program for common stock Repurchased $11.5 million at average price of $14.12 per share in 4Q15 Repurchased $38.6 million at average price of $13.39 per share in 1Q16 Open market purchases at management’s discretion Expires December 31, 2017 Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice
Market Leader in PVF Distribution, Serving Critical Function to the Energy Industry Diversified Across Sectors, Regions and Customers Differentiated Global Platform Creates Customer Value Attractive Cash Flow Characteristics and Strong Balance Sheet Organic Growth Potential From Existing Business, Supported by Long-term Secular Growth from Growth in Global Energy Use Industry Consolidator, With Proven Success in Acquiring and Integrating Businesses World-Class Management Team with Significant Distribution and Energy Experience Compelling Long-Term Investment
Appendix
Revenue without OCTG Year ended December 31 ($ millions) 2015 2014 2013 2012 2011 2010 Revenue $4,528.6 $5,933.2 $5,230.8 $5,570.8 $4,832.4 $3,845.5 Less: OCTG 311.1 556.4 463.7 715.1 809.2 769.1 $4,217.5 $5,376.8 $4,767.1 $4,855.7 $4,023.2 $3,076.4
Adjusted SG&A Reconciliation ($ millions) Q4 15 Q3 15 Q2 15 Q1 15 Q4 14 Q3 14 SG&A $ 146.1 $ 142.0 $ 158.9 $ 159.4 $ 174.4 $ 184.8 Severance and related charges 5.1 0.7 6.9 1.8 - 2.6 Cancellation of executive employment agreements - - - - - 5.7 Other non-recurring charges 2.0 - - - - - SG&A, as adjusted $ 139.0 $ 141.3 $ 152.0 $ 157.6 $ 174.4 $ 176.5
Adjusted Diluted EPS Reconciliation Year Ended December 31 ($ millions) 2015 2014 2013 2012 Net (loss) income attributable to common stockholders $ (3.38) $ 1.40 $ 1.48 $ 1.22 Goodwill and intangible asset impairment 3.94 - - - Write off of debt issuance costs 0.02 - - 0.01 Severance and restructuring charges 0.11 0.06 - - Litigation accrual 0.02 - - - Loss on the disposition of non-core product lines 0.03 0.08 - - Cancellation of executive employment agreements - 0.03 - - Executive separation expense - - 0.01 - Insurance charge - - 0.01 - Expenses associated with refinancing - - 0.03 - Equity-based compensation acceleration - - 0.03 - Deferred tax asset adjustment - - 0.03 - Loss on the early extinguishment of debt - - - 0.76 Pension settlement - - - 0.03 Adjusted net income attributable to common stockholders $ 0.74 $ 1.57 $ 1.60 $ 2.02
Adjusted EBITDA Reconciliation Year Ended December 31 ($ millions) 2015 2014 2013 2012 2011 2010 Net (loss) income $ (331.5) $ 144.1 $ 152.1 $ 118.0 $ 29.0 $ (51.8) Income tax (benefit) expense (10.8) 81.8 84.8 63.7 26.8 (23.4) Interest expense 47.5 61.8 60.7 112.5 136.8 139.6 Depreciation and amortization 20.6 22.5 22.3 18.6 17.0 16.6 Amortization of intangibles 60.0 67.8 52.1 49.5 50.7 53.9 (Decrease) increase in LIFO reserve (53.3) 11.9 (20.2) (24.1) 73.7 74.6 Goodwill & intangible asset impairment 461.9 - - - - - Change in fair value of derivative instruments 0.9 1.1 (4.7) (2.2) (7.0) 4.9 Equity-based compensation expense 10.6 8.9 15.5 8.5 8.4 3.7 Severance & related costs 14.5 7.5 0.8 - 1.1 3.2 Write-off of debt issuance costs 3.2 - - - - - Litigation matter 2.9 - - - - - Foreign currency losses (gains) 3.3 2.5 12.9 (0.8) (0.6) 0.3 Loss on disposition of non-core product line 5.0 10.3 - - - - Insurance charge - - 2.0 - - - Cancellation of executive employment agreement (cash portion) - 3.2 - - - - Inventory write-down - - - - - 0.4 M&A transaction & integration expenses - - - - 0.5 1.4 Expenses associated with refinancing - - 5.1 1.7 9.5 - Loss on early extinguishment of debt - - - 114.0 - - Pension settlement - - - 4.4 - - Legal and consulting expenses - - - - 9.9 4.2 Provision for uncollectible accounts - - - - 0.4 (2.0) Joint venture termination - - - - 1.7 - Other expense (income) - 0.6 3.0 (0.6) 2.6 (1.4) Adjusted EBITDA $ 234.8 $ 424.0 $ 386.4 $ 463.2 $ 360.5 $ 224.2
Adjusted Gross Profit Reconciliation Year ended December 31 ($ millions) 2015 2014 2013 2012 2011 2010 Gross profit $ 786.1 $ 1,018.1 $ 954.8 $ 1,013.7 $ 708.2 $ 518.1 Depreciation and amortization 20.6 22.5 22.3 18.6 17.0 16.6 Amortization of intangibles 60.0 67.8 52.1 49.5 50.7 53.9 Increase (decrease) in LIFO reserve (53.3) 11.9 (20.2) (24.1) 73.7 74.6 Adjusted Gross Profit $ 813.4 $ 1,120.3 $ 1,009.0 $ 1,057.7 $ 849.6 $ 663.2