UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer |
(Address of Principal Executive Offices)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
MRC Global Inc. (“MRC Global” or the “Company”) executive management will make presentations from time to time to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in MRC Global and its business regarding, among other things, MRC Global’s operations and performance. A copy of the materials to be used at the presentations (the “Presentation Materials”) is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in the Presentation Materials is summary information that should be considered in the context of MRC Global’s filings with the Securities and Exchange Commission and other public announcements that MRC Global may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While MRC Global may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, MRC Global specifically disclaims any obligation to do so. The Presentation Materials will also be posted in the Investor Relations section of MRC Global’s website, http://www.mrcglobal.com, for 90 days.
The information referenced under Item 7.01 (including Exhibit 99.1 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.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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99.1 |
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104 |
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Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. |
INDEX TO EXHIBITS
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. |
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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 4, 2022
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MRC GLOBAL INC. |
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By: |
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/s/ Kelly Youngblood
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Kelly Youngblood |
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Executive Vice President and Chief Financial Officer |
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Investor Presentation - 4Q 2021 Update March 4, 2022 Rob Saltiel President & CEO Kelly Youngblood Executive Vice President & CFO Exhibit 99.1
MRC Global A Compelling Investment Opportunity 100 YEARS Diversified portfolio with multiple levers for growth Technical and value-added supply-chain solutions
Global Footprint – Hub & Spoke Model Promotes Customer Service and Efficiency Delivering Solutions to Customers and Market Access to Suppliers As of December 31, 2021 4Q 2021 Investor Presentation
Diversified Portfolio - Revenue by End-Market Sector and Product Line Valve, Automation, Measurement & Instrumentation Carbon Steel Pipe, Fittings & Flanges Gas Products General Products Stainless Steel & Alloy Pipe, Fittings & Flanges Upstream Production Gas Utilities Downstream, Industrial & Energy Transition Midstream Pipeline 2021 REVENUE BY PRODUCT LINE 2021 REVENUE BY END-MARKET SECTOR
Gas Utilities – Underpinned by Secular Growth and Independent of Commodity Prices 38% of 2021 Revenue $1,008
Downstream, Industrial & Energy Transition (DIET) – Multiple Growth Avenues 9% Chemicals 9% Refining 11% Industrial & Energy Transition 29% of 2021 Revenue
Well-Positioned for Growth in Global Energy Transition Provide Products & Services for Green Energy and Decarbonization Solutions Trillions of dollars to be spent through private investment and government stimulus Solutions include: Biofuels, carbon capture, utilization and storage (CCUS), hydrogen, geothermal, hydro, wind and solar Covers a broad set of global customers across all segments and sectors Greenfield projects, conversions and MRO activities Currently represents a small portion of MRC Global revenue and profits Skills, Assets & Experience to Accelerate Growth Opportunities Existing energy customers pivoting portfolios toward green energy and decarbonization Global footprint to serve multinational customers Efficient and well-established supply chain network Deep knowledge of PVF products and value-added services Experience with multiple forms of green energy and CCUS projects Partnering in the Energy Transition
Upstream Production – Economic Recovery Driving Growth $ millions 20% of 2021 Revenue
Midstream Pipeline – Infrastructure Modernization & Maintenance Driving Growth $ millions 13% of 2021 Revenue
Technical and Value-Added Supply-Chain Solutions Providing customers technical, engineered products and supply-chain solutions: Valve Engineering Centers and Valve Engineering and Modification Center Actuation, modification, ValidTorqueTM Complete engineering documentation (CAD drawings) Testing services (e.g., hydrostatic testing, weld x-rays) Steam system surveys and audits On-site product assistance, training and demonstrations Quality Assurance Program – Approved Manufacturers List Qualification & Supplier Audits Integrated Supply Solutions – Complete inventory management services including warehouse and logistics solutions, stock replenishment and product rationalization
($ millions) Working Capital Efficiency2 (Net working capital / TTM sales) Adjusted EBITDA & % Margin1 Improving Profitability See reconciliation of non-GAAP measures to GAAP measures in the appendix Working capital defined as Current Assets (excluding Cash) – Current Liabilities. Sales are on trailing twelve months basis. Sales
Leverage Ratio2 Liquidity3 as of December 31, 2021 ($ millions) Solid Balance Sheet & Financial Flexibility Net debt is total debt less cash. See reconciliation in appendix. Net leverage multiples represent net debt / trailing twelve months adjusted EBITDA. Cash plus excess availability under the Global ABL facility. Net Debt1
Committed to ESG Principles and Sustainability Diversity & Inclusion 30% of Board of Directors from Diversity Groups Women make up 55% of global corporate employees Social Responsibility Strong safety culture Top Quartile Safety Performance in 2020 National Association Wholesaler-Distributors Survey Supplier Quality Process (Processes, Policies & Audits) Environmental Pollution control for customers – Offer low-e valves reducing fugitive waste emissions, such as methane Reduced our North American Scope 1 emissions ~33% from 2018 to 2020 Continually improving impact by reducing transportation moves Governance Adopted SASB reporting standards Executive compensation tied to safety metric Board of Directors’ Governance Committee now known as Environmental, Social, Governance & Enterprise Risk Committee ESG Developments Publishing our 5th ESG report in the first half of 2022 Designated a Vice President – ESG in 2021
MRC Global A Compelling Investment Opportunity 100 YEARS Diversified portfolio with multiple levers for growth Technical and value-added supply-chain solutions
APPENDIX
Annual Financial Performance ($ millions, except per share data) See reconciliation of non-GAAP measures to GAAP measures in the appendix APPENDIX ADJUSTED EBITDA & % MARGIN1 ADJUSTED DILUTED EPS1 SALES ADJUSTED GROSS PROFIT & % MARGIN1
Balance Sheet ($ millions) Net leverage multiples represent net debt / trailing twelve months adjusted EBITDA. Net debt is total debt less cash. Working capital defined as current assets (excluding cash) – current liabilities. Sales are on trailing twelve months basis. Net Leverage1: TOTAL DEBT CASH FLOW FROM OPERATIONS CAPITAL STRUCTURE NET WORKING CAPITAL AS % OF SALES2 APPENDIX
Note: Adjusted gross profit is a non-GAAP measure. For a discussion of the use of adjusted gross profit, see our Current Report on Form 8-K dated February 15, 2022. APPENDIX Adjusted Gross Profit Reconciliation
Note: Adjusted EBITDA is a non-GAAP measure. For a discussion of the use of adjusted EBITDA, see our Current Report on Form 8-K dated February 15, 2022. Adjusted EBITDA Reconciliation - Quarters APPENDIX
Note: Adjusted EBITDA is a non-GAAP measure. For a discussion of the use of adjusted EBITDA, see our Current Report on Form 8-K dated February 15, 2022.. Adjusted EBITDA Reconciliation – Annual Periods APPENDIX
Note: Adjusted EBITDA is a non-GAAP measure. For a discussion of the use of adjusted EBITDA, see our Current Report on Form 8-K dated February 15, 2022.. Adjusted EBITDA Reconciliation – Annual Periods APPENDIX
Note: Adjusted net income is a non-GAAP measure. For a discussion of the use of adjusted net income, see our Current Report on Form 8-K dated February 15, 2022.. Adjusted Net Income (Loss) Reconciliation – Annual Periods APPENDIX
Note: Adjusted net income is a non-GAAP measure. For a discussion of the use of adjusted net income, see our Current Report on Form 8-K dated February 15, 2022.. Adjusted Net Income (Loss) Reconciliation – Annual Periods APPENDIX
Note: Net debt and leverage ratio may be non-GAAP measures. For a discussion of the use of net debt, see our Current Report on Form 8-K dated February 15, 2022. Net Debt & Leverage Ratio Calculation APPENDIX