musa-20200507
0001573516false00015735162020-05-072020-05-07

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 AND EXCHANGE ACT OF 1934

 
Date of report (Date of earliest event reported): May 7, 2020
 

musa-20200507_g1.jpg
MURPHY USA INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35914
46-2279221
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
200 Peach Street
El Dorado, Arkansas
71730-5836
 
(870) 875-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, musa-20200507_g1.jpg
MURPHY USA INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35914
46-2279221
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
200 Peach Street
El Dorado, Arkansas
71730-5836
 
(870) 875-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, 00015735162020-05-072020-05-07

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 AND EXCHANGE ACT OF 1934

 
Date of report (Date of earliest event reported): May 7, 2020
 

musa-20200507_g1.jpg
MURPHY USA INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35914
46-2279221
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
200 Peach Street
El Dorado, Arkansas
71730-5836
 
(870) 875-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, musa-20200507_g1.jpg
MURPHY USA INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35914
46-2279221
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
200 Peach Street
El Dorado, Arkansas
71730-5836
 
(870) 875-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueMUSANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01. Regulation FD Disclosure

On May 7, 2020, representatives of Murphy USA Inc. (the "Company") will make a presentation at the Company's Annual Stockholders' Meeting. The presentation is attached as Exhibit 99.1 to this report and is incorporated by reference into this item 7.01.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

104  Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive data File because its XBRL tags are embedded within the Inline XBRL document

*Furnished herewith 


Signature
 
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.
 
 
MURPHY USA INC.
Date:  May 7, 2020
By:  /s/  Donald R. Smith, Jr.
Donald R. Smith, Jr.
Vice President and Controller

MUSANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01. Regulation FD Disclosure

On May 7, 2020, representatives of Murphy USA Inc. (the "Company") will make a presentation at the Company's Annual Stockholders' Meeting. The presentation is attached as Exhibit 99.1 to this report and is incorporated by reference into this item 7.01.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

104  Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive data File because its XBRL tags are embedded within the Inline XBRL document

*Furnished herewith 


Signature
 
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.
 
 
MURPHY USA INC.
Date:  May 7, 2020
By:  /s/  Donald R. Smith, Jr.
Donald R. Smith, Jr.
Vice President and Controller

MUSANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01. Regulation FD Disclosure

On May 7, 2020, representatives of Murphy USA Inc. (the "Company") will make a presentation at the Company's Annual Stockholders' Meeting. The presentation is attached as Exhibit 99.1 to this report and is incorporated by reference into this item 7.01.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

104  Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive data File because its XBRL tags are embedded within the Inline XBRL document

*Furnished herewith 


Signature
 
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.
 
 
MURPHY USA INC.
Date:  May 7, 2020
By:  /s/  Donald R. Smith, Jr.
Donald R. Smith, Jr.
Vice President and Controller

MUSANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01. Regulation FD Disclosure

On May 7, 2020, representatives of Murphy USA Inc. (the "Company") will make a presentation at the Company's Annual Stockholders' Meeting. The presentation is attached as Exhibit 99.1 to this report and is incorporated by reference into this item 7.01.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
99.1* 2020 Annual Shareholders' Meeting Presentation

104  Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive data File because its XBRL tags are embedded within the Inline XBRL document

*Furnished herewith 


Signature
 
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.
 
 
MURPHY USA INC.
Date:  May 7, 2020
By:  /s/  Donald R. Smith, Jr.
Donald R. Smith, Jr.
Vice President and Controller


 a2020asmmeetingfinal
Annual Shareholder Meeting May 2020 Murphy USA Inc. 1

 
Cautionary statement This presentation contains forward-looking statements. These statements, which express management’s current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil and gasoline prices, the pace and success of our expansion plan, our relationship with Walmart, political and regulatory uncertainty, uncontrollable natural hazards, and adverse market conditions or tax consequences, among other things. For further discussion of risk factors, see “Risk Factors” in the Murphy USA registration statement on our latest form 10-Q and 10-K. Murphy USA undertakes no duty to publicly update or revise any forward-looking statements. The Murphy USA financial information in this presentation is derived from the audited and unaudited consolidated financial statements of Murphy USA, Inc. for the years ended December 31, 2019, 2018, 2017, 2016, and 2015. Please reference our most recent 10-K, 10-Q, and 8-K filings for the latest information. If this presentation contains non-GAAP financial measures, we have provided a reconciliation of such non-GAAP financial measures to the most directly comparable measures prepared in accordance with U.S. GAAP in the Appendix to this presentation. Christian Pikul, CFA Vice President of Investor Relations and FP&A Office: 870-875-7683 Christian.pikul@murphyusa.com Murphy USA Inc. 2

 
Raising the bar on shareholder value proposition MUSA High and Low Closing Share Price with Annual Set the Bar Raise the Bar Average by Year Since Spin Spin to 2018 2019 to 2023 As of 4/30/2020 TSR: 14% CAGR TSR: 15+% CAGR $130 2013 2018 2019 2023 $121 $120 $115 Adjusted $340 $412 $423 $500+ $110 EBITDA $103 $100 Shares Outstanding 46.8 32.3 30.5(1) 27.3(2) $89 (MM) $90 $90 $79 $81 $80 EV/EBITDA 6 9 10 10+ $73 $77 $81 Multiple(3) $69 $70 $70 $74 $67 (1) Reflects 2019 ending share count $61 $60 $63 (2) Illustrative view of 2023 if 5.0 mm shares repurchased $61 from 2019-2023; Repurchased 1.4 mm shares in 2020 High (3) High achieved at referenced year’s Adjusted EBITDA $50 $46 $50 $54 $49 Avg $40 $41 Low $36 $38 $30 2013 2014 2015 2016 2017 2018 2019 2020 TSR 2013 2014 2015 2016 2017 2018 2019 2020 CAGR(4) 17% 13% 11% 11% 14% 16% 15% NA (4) Annual average to 2020 YTD average Murphy USA Inc. 3

 
Creating value through a simple formula – and executing MUSA Value Creation Drivers Strategy Levers Build/Rebuild • Build high-return 2,800 sq. ft. NTIs Organic in target markets Growth assets where • Convert high-performing kiosks to we have a 1,400 sq. ft. stores * right to win • Manage portfolio for long-term Fuel • Grow fuel volume/share profitably Contribution ‒ Price with Excellence + Increase ‒ Optimize supply chain productivity of • Accelerate merchandise sales EPS Growth Fuel existing stores ‒ Sustain tobacco leadership Breakeven to grow ‒ Enhance non-tobacco offers competitive and capabilities - advantage • Maintain cost leadership ‒ Extend Opex effectiveness Corporate ‒ Optimize and scale SG&A Costs / Continue capital • Grow free cash flow with earnings Shares allocation • Leverage balance sheet discipline to opportunistically Outstanding • Buyback shares with discipline grow company Murphy USA Inc. 4

 
Gaining momentum despite COVID-19 challenges MUSA’s Advantage Proof Points March April • LTD (1) Fuel Gallons (2) – MUSA ▼ 30% +17% ▼ 28% +21% Customer – Market ▼ 47% ▼ 49% Distinct Footprint Traffic • LTD Merch Transactions (2) – MUSA ▼ 17% +11% ▼ 12% +12% – Market ▼ 28% ▼ 24% • LTD Tobacco Sales (2) – MUSA ▲ 11% +18% ▲ 18% +18% Merchandise – Market ▼ 7% ▲ 0% Enhanced Offer Strength • LTD Non-Tobacco Sales (2) – MUSA ▼ 8% +15% ▲ 14% +21% – Market ▼ 23% ▼ 7% Operational • NTI and R&R On-Track • 13 (no delays) • 15 (1 minor delay) Agile Supply Chains Excellence • In-Stock (3) • 99.2% • 99.3% Loyal • Customer Satisfaction Scores (4) • 76% • 79% Engaged Associates Customers • BGCA Round-Up Campaign • $500K Pledge • $600K Raised • Book Cash Balance ($mm) • $200 (as of 3/31) • $210 (as of 4/30) Resilient Business Strong Liquidity • Debt: Model & Performance – 5.625% Notes Price • $97.98 • $103.95 – 4.75% Notes Price • $93.75 • $102.97 (1) LTD is Last Ten Days of Month average versus prior year (3) Top 10 Cigarette SKUs (2) Market Sources: Fuel - OPIS Demand Pro, WE 3/28/20 & 4/11/20; Merchandise - PDI Insights Cloud, WE 3/28/20 & 4/19/20 (4) SMG COVID-19 Analysis, 4/24/20 Murphy USA Inc. 5

 
Appendix Murphy USA Inc. 6

 
2020 guidance 2019 Guidance Range 2019 Actual Results 2020 Guidance Range Organic Growth New Stores 15-20 17 Up to 30 Raze and Rebuilds 20-25 27 Up to 25 Fuel Contribution Retail fuel volume per store (K gallons APSM) 240 to 245 248 Withdrawn Fuel Breakeven Merchandise contribution ($ Millions) $410 to $415 $419 $430 to $435 Retail station Opex excluding credit cards Flat to +2% +2.0% Up 1% to 3% (APSM % YOY change) Corporate Costs SG&A ($ Millions per year) $145 to $150 $145 $150 to $155 Effective Tax Rate 24% to 26% 24.0% 24% to 26% Capital Allocation Capital expenditures ($ Millions) $225 to $275 $215 $225 to $275 7 Murphy USA Inc. 7

 
Non-GAAP adjusted EBITDA reconciliation Year Ended December 31, (Millions of dollars) 2013 2014 2015 2016 2017 2018 2019 Net Income $ 235.0 $ 243.9 $ 176.3 $ 221.5 $ 245.3 $ 213.6 $ 154.8 Income taxes 100.1 116.4 80.7 130.5 (5.2) 60.3 47.6 Interest expense, net of interest income 13.4 36.4 31.4 39.1 45.4 51.4 51.7 Depreciation and amortization 74.1 79.1 86.6 98.6 116.9 134.0 152.2 EBITDA $ 422.6 $ 475.7 $ 375.0 $ 489.8 $ 402.4 $ 459.3 $ 406.3 Net settlement proceeds - - - - - (50.4) (0.1) Accretion of asset retirement obligations 1.1 1.2 1.5 1.7 1.8 2.0 2.1 (Gain) loss on sale of assets (6.0) (0.2) 4.7 (88.2) 3.9 1.1 (0.1) Loss on early debt extinguishment - - - 14.8 Other nonoperating (income) expense (0.2) (10.2) 0.5 (3.1) (2.2) (0.2) (0.4) (Income) loss from discontinued operations, net of taxes (80.9) (20.9) (38.7) - - - - Adjusted EBITDA $ 336.6 $ 445.7 $ 342.9 $ 400.1 $ 405.9 $ 411.8 $ 422.6 Murphy USA Inc. 8

 
Non-GAAP Adjusted EBITDA Reconciliation 2020 and 2023 – GAAP to non-GAAP Reconciliation (Millions of dollars) Calendar Year 2020 Calendar Year 2023 Net Income $162 $175 Income taxes $55 $59 Interest expense, net of interest income $51 $44 Depreciation and amortization $171 $221 Other operating and nonoperating, net $1 $1 Adjusted EBITDA $440 $500 For purposes of this reconciliation, the midpoint of a range for each reconciling item was used, and therefore actual results for each of these reconciling items is expected to be higher or lower than the amounts shown above. The size of the ranges varies based on the individual reconciling item and the assumptions made. Murphy USA Inc. 9

 
v3.20.1
Cover
May 07, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2020
Entity Registrant Name MURPHY USA INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35914
Entity Tax Identification Number 46-2279221
Entity Address, Address Line One 200 Peach Street
Entity Address, Postal Zip Code 71730-5836
City Area Code 870
Local Phone Number 875-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol MUSA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001573516
Amendment Flag false
Entity Address, City or Town El Dorado
Entity Address, State or Province AR