e8vk
 
 
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): April 22, 2010
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
     
Delaware   25-1723345
(State or other jurisdiction of   (IRS Employer Identification No.)
incorporation or organization)    
     
225 West Station Square Drive    
Suite 700    
Pittsburgh, Pennsylvania 15219   (412) 454-2200
(Address of principal executive offices)   (Registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition.
     The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
     On April 22, 2010, WESCO International, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2010. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
     The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
     A slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company’s financial results for the first quarter of 2010 is included in Exhibit 99.2 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
  (d)   Exhibits
99.1 Press Release dated April 22, 2010.

99.2 Slide presentation for investors.

 


 

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.
             
 
  April 22, 2010   WESCO International, Inc.    
 
 
 
(Date)
 
 
   
 
           
 
           
 
      /s/ Richard P. Heyse
 
   
 
      Richard P. Heyse    
 
      Vice President and Chief Financial Officer    

 

exv99w1
Exhibit 99.1
     
(WESCO LOGO)
  NEWS RELEASE
   
  WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219
WESCO International, Inc. Reports
First Quarter 2010 Results
    Overall sequential sales improved 1.4% to $1.15 billion
 
    Industrial end market sales increased 9% sequentially and 13% year-over-year
 
    Sequential gross margins improved 60 basis points to 19.8%
PITTSBURGH, April 22, 2010/PRNewswire/ — WESCO International, Inc. (NYSE: WCC), a leading provider of electrical and industrial MRO products, construction materials, and advanced integrated supply procurement outsourcing services, today announced its 2010 first quarter financial results.
The following results for the quarter ended March 31, 2010 were:
    Consolidated net sales were $1,148.6 million for the first quarter of 2010 compared to $1,179.6 million for the first quarter of 2009, a decline of 2.6%, inclusive of a 1.8% positive impact from foreign exchange rates. First quarter 2010 consolidated net sales increased 1.4% compared to the fourth quarter 2009.
 
    Gross profit was $227.4 million, or 19.8% of sales, for the first quarter of 2010, compared to $238.2 million, or 20.2% of sales, for the first quarter of 2009. First quarter 2010 gross margin of 19.8% was 60 basis points better than the fourth quarter 2009 gross margin.
 
    Sales, general & administrative (SG&A) expenses were $179.6 million, or 15.6% of sales for the current quarter, compared to $187.5 million, or 15.9% of sales for the 2009 comparable quarter.
 
    Operating profit was $41.7 million, or 3.6% of sales for the current quarter, compared to $43.5 million, or 3.7% of sales for the comparable 2009 quarter.
 
    Total interest expense for the first quarter of 2010 was $13.5 million compared to $12.5 million for the first quarter 2009. Interest expense in the current quarter was comprised of $12.2 million of cash interest expense and $1.3 million of non-cash interest expense. Interest expense in the prior year quarter was comprised of $8.7 million of cash interest and $3.8 million of non-cash interest.
 
    Effective tax rate for the current quarter was 29.3% compared to 28.7% for the prior year quarter.
 
    Net income for the current quarter was $21.7 million compared to $23.3 million for the prior year quarter.

 


 

    Diluted earnings per share for the first quarter of 2010 was $0.50 per share based on 43.7 million shares outstanding versus $0.55 per share in the first quarter of 2009, based on 42.6 million shares outstanding.
 
    Free cash flow in the current quarter was $66.5 million, compared to $131.8 million in the prior year quarter.
John J. Engel, WESCO’s Chief Executive Officer, stated, “Our sales and margin initiatives contributed favorably as we delivered solid results in the first quarter. After stabilizing the business in the second half of last year, it is encouraging to see improving momentum in early 2010 and a return to positive year-over-year sales growth late in the first quarter. Our industrial sales grew 13%, and we increased our construction backlog in the quarter despite facing continued pressure in non-residential construction and utility markets. The decisive actions we took over the last eighteen months have positioned us well as we begin to move into the recovery phase of this cycle.”
Mr. Engel continued, “The entire WESCO organization is focused on growing sales and expanding margins while providing excellent customer service. During this period of continued economic uncertainty and slow market recovery, we are providing leading supply chain solutions for our customers while ensuring that they are fully supported across our entire portfolio of products and services as part of our One WESCO initiative.”
# # #
Teleconference
WESCO will conduct a teleconference to discuss the first quarter earnings as described in this News Release on Thursday, April 22, 2010, at 11:00 a.m. E.D.T. The conference call will be broadcast live over the Internet and can be accessed from the Company’s website at http://www.wesco.com. The conference call will be archived on this Internet site for seven days.
# # #
WESCO International, Inc. (NYSE: WCC) is a publicly traded Fortune 500 holding company, headquartered in Pittsburgh, Pennsylvania, whose primary operating entity is WESCO Distribution, Inc. WESCO Distribution is a leading distributor of electrical construction products and electrical and industrial maintenance, repair and operating (MRO) supplies, and is the nation’s largest provider of integrated supply services. 2009 annual sales were approximately $4.6 billion. The Company employs approximately 6,100 people, maintains relationships with over 17,000 suppliers, and serves over 100,000 customers worldwide. Major markets include commercial and industrial firms, contractors, government agencies, educational institutions, telecommunications businesses and utilities. WESCO operates seven fully automated distribution centers and approximately 380 full-service branches in North America and select international markets, providing a local presence for area customers and a global network to serve multi-location businesses and multi-national corporations.
# # #
The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as the Company’s other reports filed with the Securities and Exchange Commission.
Contact: Richard Heyse, Vice President & Chief Financial Officer
WESCO International, Inc. (412) 454-2392, Fax: (412) 222-7566
http://www.wesco.com

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)
                                 
    Three Months             Three Months          
    Ended             Ended          
    March 31,             March 31,          
    2010             2009          
Net sales
  $ 1,148.6             $ 1,179.6          
Cost of goods sold (excluding depreciation and amortization below)
    921.2       80.2 %     941.4       79.8 %
Selling, general and administrative expenses
    179.6       15.6 %     187.5       15.9 %
Depreciation and amortization
    6.1               7.2          
 
                           
 
                               
Income from operations
    41.7       3.6 %     43.5       3.7 %
Interest expense, net
    13.5               12.5          
Other income
    (2.5 )             (1.6 )        
 
                           
Income before income taxes
    30.7       2.7 %     32.6       2.8 %
Provision for income taxes
    9.0               9.3          
 
                           
Net income
  $ 21.7       1.9 %   $ 23.3       2.0 %
 
                           
 
                               
Diluted earnings per common share
  $ 0.50             $ 0.55          
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in millions)
    43.7               42.6          

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in millions)
(Unaudited)
                 
    March 31,     December 31,  
    2010     2009  
Assets
               
Current Assets
               
Cash and cash equivalents
  $ 121.1     $ 112.3  
Trade accounts receivable
    689.1       635.8  
Inventories, net
    507.0       507.2  
Other current assets
    58.0       75.7  
 
           
Total current assets
    1,375.2       1,331.0  
Other assets
    1,166.4       1,163.2  
 
           
Total assets
  $ 2,541.6     $ 2,494.2  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
Accounts payable
  $ 534.5     $ 453.1  
Current debt
    94.7       94.0  
Other current liabilities
    120.6       133.7  
 
           
Total current liabilities
    749.8       680.8  
 
               
Long-term debt
    541.0       597.9  
Other noncurrent liabilities
    221.1       219.2  
 
           
Total liabilities
    1,511.9       1,497.9  
 
               
Stockholders’ Equity
               
Total stockholders’ equity
    1,029.7       996.3  
 
           
Total liabilities and stockholders’ equity
  $ 2,541.6     $ 2,494.2  
 
           

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in millions)
(Unaudited)
                 
    Three Months     Three Months  
    Ended March 31,     Ended March 31,  
    2010     2009  
Operating Activities:
               
Net income
  $ 21.7     $ 23.3  
Add back (deduct):
               
Depreciation and amortization
    6.1       7.2  
Deferred income taxes
    0.3       2.5  
Change in Trade and other receivables, net
    (41.2 )     113.9  
Change in Inventories, net
    2.1       42.9  
Change in Accounts Payable
    78.9       (45.4 )
Other
    0.8       (9.8 )
 
           
Net cash provided by operating activities
    68.7       134.6  
 
               
Investing Activities:
               
Capital expenditures
    (2.2 )     (2.8 )
Other
    1.3        
 
           
Net cash used by investing activities
    (0.9 )     (2.8 )
 
               
Financing Activities:
               
Debt borrowings (repayments), net
    (57.4 )     (98.6 )
Equity activity, net
    0.8       0.2  
Other
    (5.8 )     (11.9 )
 
           
Net cash used by financing activities
    (62.4 )     (110.3 )
 
               
Effect of exchange rate changes on cash and cash equivalents
    3.4       (2.6 )
 
           
 
               
Net change in cash and cash equivalents
    8.8       18.9  
Cash and cash equivalents at the beginning of the period
    112.3       86.3  
 
           
Cash and cash equivalents at the end of the period
  $ 121.1     $ 105.2  
 
           

 


 

WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands)
(Unaudited)
                 
    Twelve Months     Twelve Months  
    Ended     Ended  
    March 31,     December 31,  
    2010     2009  
Financial Leverage:
               
Income from operations
  $ 178,097     $ 179,952  
Depreciation and amortization
    24,989       26,045  
 
           
EBITDA
  $ 203,086     $ 205,997  
 
           
                 
    March 31,     December 31,  
    2009     2009  
Current debt
  $ 94,749     $ 93,977  
Long-term debt
    540,952       597,869  
Debt discount related to convertible debentures(1)
    181,410       182,689  
 
           
Total debt including debt discount
  $ 817,111     $ 874,535  
 
           
Financial leverage ratio
    4.0       4.2  
Note: Financial leverage is provided by the Company as an indicator of capital structure position. Financial leverage is calculated by dividing total debt, including debt discount, by the trailing twelve months earnings before interest, taxes, depreciation and amortization (EBITDA).
                 
    Three Months     Three Months  
    Ended     Ended  
Free Cash Flow:
  March 31,     March 31,  
(dollar amounts in millions)
  2010     2009  
Cash flow provided by operations
  $ 68.7     $ 134.6  
Less: Capital expenditures
    (2.2 )     (2.8 )
 
           
Free cash flow
  $ 66.5     $ 131.8  
 
           
Note: Free cash flow is provided by the Company as an additional liquidity measure. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to provide a source of funds for any of the Company’s financing needs.
 
(1)   The convertible debentures are presented in the consolidated balance sheets in long-term debt net of the unamortized discount.

 


 

WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
(dollar amounts in millions)
(Unaudited)
                 
    Three Months     Three Months  
    Ended     Ended  
    March 31,     March 31,  
    2010     2009  
Gross Profit:
               
Net sales
  $ 1,148.6     $ 1,179.6  
Cost of goods sold (excluding depreciation and amortization)
    921.2       941.4  
 
           
Gross profit
  $ 227.4     $ 238.2  
 
           
Gross margin
    19.8 %     20.2 %
Note: Gross profit is provided by the Company as an additional financial measure. Gross profit is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net sales. This amount represents a commonly used financial measure within the distribution industry. Gross margin is calculated by dividing gross profit by net sales.

 

exv99w2
Exhibit 99.2
Supplemental Financial Data WESCO First Quarter 2010 April 22, 2010


 

Safe Harbor Statement Note: All statements made herein that are not historical facts should be considered as "forward- looking statements" within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to, debt level, changes in general economic conditions, fluctuations in interest rates, increases in raw materials and labor costs, levels of competition and other factors described in detail in Form 10-K for WESCO International, Inc. for the year ended December 31, 2009 and any subsequent filings with the Securities & Exchange Commission. Any numerical or other representations in this presentation do not represent guidance by management and should not be construed as such.


 

Q1 2010 Results Versus Guidance Q1 2010 Guidance Provided on Q4 2009 Earnings Call Performance Performance Q1 sales forecasted to be down 1 to 3% from Q4 2010 sequentially Sales up 1.4% sequentially Q1 gross margins forecasted to be in the mid-19% range Q1 2010 gross margin 19.8%, up 60 basis points sequentially SG&A expense forecasted to be $173 to $177 million Q1 SG&A of $180 million Operating margins to be at or below 3.4% Q1 2010 operating margins of 3.6%


 

End Market Q1 2010 vs. Q1 2009 Q1 2010 vs. Q4 2009 Comments WESCO Consolidated (2.6%) 1.4% Industrial, Government and Data Communications sales were strong, up 13%, 31% and 6% respectively versus last year Gross margin sequential expansion of sixty basis points to 19.8% Non-resi construction and utility markets expected to remain under pressure Industrial 13% 9% Sales to integrated supply customers increased 10% sequentially and 15% year over year Six new Global Account wins across four different industries MRO and OEM demand trends improving across broad industrial base Construction (10%) (2%) Backlog up 4% since 2009 year-end Growth opportunities include contractor sales to government, data communication, and natural resources end markets Won nine data communication projects in excess of $1 million Utility (22%) (12%) Power demand down; steepest drop since 1930's 2010 distribution grid outlook remains soft; challenging regulatory environment Bidding activity high but price competition remains fierce Commercial, Institutional, Government (CIG) Flat (2%) Government and stimulus pipeline increased to $340 million Renewable energy, school modernization, broadband expansion, and lighting retrofits are benefiting from stimulus funding Government and stimulus activity levels expected to increase during 2010 Q1 2010 End Market Comments Sequential and year-over-year quarterly comparisons


 

WESCO Major Growth Initiatives Fortune 1000 focus Sell all WESCO products and services Capture new customers and expand with current customers Maintain 100% customer renewal rate Global Accounts and Integrated Supply Electrical plus data communications Global Accounts model application to contractors across all market segments Construction project management LEAN applications to construction life cycle EPCs and Contractors Migrate from National to Global accounts Invest and take share in Canada Broaden geographic reach in Mexico Expand global footprint in conjunction with customer opportunities International Aligned WESCO government resources into one team Increased government sales resources Dedicated stimulus team in place Government Expand scope of supply and value proposition to Investor Owned Utilities Grow share in Public Power Grow high voltage business serving transmission, substation and alternative energy markets Utility Leverage WESCO Global Accounts position and geographic footprint Data centers (data plus electrical products) Targeted marketing initiatives (secure networking, security, etc.) Data Communications Invest and take share in lighting Marketing and sales initiatives focused on lighting solutions Dedicated region resources coupled with a focused set of lighting branches Lighting Use LEAN Value Creation toolset as a differentiator Target major metropolitan markets with a density of healthcare institutions Leverage agreements with Group Purchasing Organizations and Integrated Delivery Networks Healthcare and Education Arrows depict expected end market momentum in 2010


 

March 31, 2010 Key Financial Metrics March 31, 2010 Key Financial Metrics March 31, 2010 Key Financial Metrics March 31, 2010 Key Financial Metrics March 31, 2010 Key Financial Metrics 3/31/2010 12/31/2009 Liquidity2 $511 million $442 million Free Cash Flow $67 million $279 million Financial Leverage 4.0x 4.2x ($Millions) Outstanding at March 31, 2010 Outstanding at March 31, 2010 Outstanding at December 31, 2009 Outstanding at December 31, 2009 2009 Debt Maturity Schedule 2009 Debt Maturity Schedule AR Securitization (V) $185 $45 $45 2012 Inventory Revolver (V) $0 $196 $196 2013 Real Estate Mortgage (F) $40 $41 $41 2013 High Yield Bonds (F) $150 $150 $150 2017 Convertible Bonds (F) $438 $438 $438 2010 / 2011 / 2029 Other (F) $4 $5 $5 N/A Total Debt $817 $875 $875 Capital Structure V = Variable Rate Debt F = Fixed Rate Debt 1 See page 8 for reconciliation of non-GAAP financial measures 2 Asset-backed facilities total availability plus invested cash 1 Liquidity at all-time record high


 

Convertible Debt GAAP vs. Non-GAAP Debt Reconciliation Non-Cash Interest Expense Schedule ($millions) ($millions) ($millions) ($millions) ($millions) ($millions) ($millions) ($millions) 2025 Bond 2029 Bond Total 2010 $2.1 $2.1 $4.2 2011 $0.0 (1) $2.4 $2.4 2012 $0.0 (1) $2.7 $2.7 (1) Assumes the 2025 bond is put to Company in October 2010 Convertible Debentures Convertible Debentures Convertible Debentures Convertible Debentures Convertible Debentures Convertible Debentures Convertible Debentures Convertible Debentures Maturity Par Value of Debt Debt Discount Debt per Balance Sheet 2025 $ 92,327 $ (1,387) $ 90,940 2026 $ 229 $ 14 $ 215 2029 $ 345,000 $ (180,009) $ 164,991 Total $ 437,556 $ (181,410) $ 256,146


 

Convertible Debt and SARs/Options EPS Dilution Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Stock Price Incremental Shares from Convertible Debt (in millions)3 Incremental Shares from SARs/Option Awards (in millions) Total Diluted Share Count (in millions)4 $30.63 (Q1 Avg.) 0.69 0.52 43.65 $38.18 (April 21 closing) 2.92 0.83 46.19 $50.00 5.41 1.18 49.03 $75.00 8.33 1.79 52.56 $100.00 9.78 2.12 54.34 Convertible Debt Details Convertible Debt Details Conversion Price $28.8656 Conversion Rate 34.6433 1 Underlying Shares 11,951,939 2 Footnotes: 1 1000/28.8656 2 $345 million/28.8656 3 (Underlying Shares x Avg. Quarterly Stock Price) minus $345 million Avg. Quarterly Stock Price 4 Basis Share Count - 42.44 million shares


 

Q2 and 2010 Outlook Q2 2010 Comments Sequential sales growth forecasted to be up 2% to 4% Gross margin rate and SG&A expenses expected to be stable with Q1 2010 levels Operating margins expected to be approximately 4% Interest expense and effective tax rate forecasted to be similar to Q1 2010 levels If current share price (April 21 closing price of $38.18) is maintained, fully diluted share count is estimated to increase by 2.5 million shares from Q1 2010 level 2010 Full Year Comment 2010 aggregate market demand outlook has improved from down 3 to 5% to down 0 to 2%


 

WESCO Factbook (December 31, 2009) Annual Sales: $4.6 billion total $3.9 billion U.S. $0.56 billion Canada $0.14 billion Rest of World Geographic Footprint: Approximately 380 full service branches worldwide Rest of World locations: Africa, Australia, China, Mexico, Singapore, United Arab Emirates and United Kingdom Seven North American Distribution Centers Customer Base: More than 100,000 customers world wide Top 10 customers make up 11% No single customer more than 4% of sales SKU: 250,000 stocked SKUs 1,000,000 different SKUs sold annually Suppliers: 17,000 total suppliers Top 10 make up 33%; one at 12%; No other supplier more than 5% of total purchases 300 Preferred Suppliers make up over 60% of purchases


 

WESCO Factbook (December 31, 2009) Employees: 6,100 employees worldwide Markets: 40% Industrial 36% Construction 17% Utility 7% Commercial, Institutional, Governmental (CIG) Acquisitions: 32 acquisitions since 1995 Industry Profile: $75 Billion electrical distribution; part of $500 billion MRO market Top 5 distributors comprise 26% of electrical distribution industry Electrical distribution industry -- 5% compounded annual growth rate over 20 years Thousands of locally-oriented distributors