FORM 8-K
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): October 23, 2008
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
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Delaware
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25-1723345 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
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225 West Station Square Drive
Suite 700 |
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Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
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(412) 454-2200
(Registrants 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:
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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)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
The information in this Current Report 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 Current Report shall not be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
On October 23, 2008, WESCO issued a press release announcing its earnings for the third
quarter of 2008. A copy of the press release is attached hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 |
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Press Release dated October 23, 2008. |
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.
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October 23,
2008
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WESCO International, Inc. |
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(Date) |
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/s/ Stephen A. Van Oss
Stephen A. Van Oss
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Senior Vice President, Chief Financial and |
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Administrative Officer |
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EX-99.1
Exhibit
99.1
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NEWS
RELEASE WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219
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WESCO International, Inc. Reports Record Sales and $1.53 of
Earnings per Share for the Third Quarter Ended September 2008
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Liquidity improves to $350 million |
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Free cash flow increases to $76 million for the quarter and $244 million for twelve months |
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Debt, net of cash, down $170 million from year-end |
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Share repurchases total $14 million for quarter; $75 million year-to-date |
PITTSBURGH, October 23 /PRNewswire-FirstCall/ WESCO International, Inc. (NYSE: WCC),
a leading provider of electrical MRO products, construction materials and advanced integrated
supply procurement outsourcing services, announced today its third quarter 2008 financial results.
Consolidated net sales for the third quarter of 2008 were $1,628 million compared to $1,546 million
in 2007, an increase of 5.3%. Gross margin for the current quarter was 19.4% compared to 20.3% in
2007. Operating income for the current quarter totaled $99 million, or 6.1% of sales, versus $109
million in last years third quarter. The current quarter operating income included a foreign
exchange loss of $1.9 million versus a foreign exchange gain of $4.6 million in last years
comparable quarter. Depreciation and amortization included in operating income was $7 million for
2008 compared to $9 million in 2007. Equity income from the retained 40% interest in the previously
announced divestiture was $2.2 million. Net income for this quarter was $66 million versus $72
million in the comparable 2007 quarter. Last years net income benefited from $9.1 million of
non-recurring tax related items resulting in a 21.8% effective tax rate. The current quarter
benefited from $3.4 million of tax items which resulted in a 25.7% tax rate for the quarter.
Diluted earnings per share for the current quarter were $1.53 versus $1.54 per share in 2007.
Mr. Stephen A. Van Oss, WESCOs Chief Financial and Administrative Officer stated, We are pleased
with our third quarter performance, particularly in light of the current economic conditions.
Consolidated net sales grew over 5%, driven primarily by strength in our commercial construction
and utility end markets. Investments in the expansion of our sales force continues with a net add
of sales personnel during the quarter. Productivity and cost control measures were effective, and
we maintained our SG&A expense ratio after adjusting for the impact of third quarter foreign
exchange gains and losses in 2007 and 2008. Additionally, ongoing LEAN initiatives allowed us to
reduce our total headcount each of the last two quarters. Gross margins, while down from last year,
were in line with this years second quarter as we are working a high level of supplier price
increases through the channel. The recent drop off in commodity prices has resulted in a moderation
of price increases and we are confident we will expand margins going forward.
Mr. Van Oss continued, With regard to the credit market situation, we have ready access to our
low-cost asset-backed credit facilities. During the quarter our liquidity, defined as available
borrowing capacity plus invested cash, improved by 13% to approximately $350 million. Financial
leverage declined and is well within our targeted range. Our business model is extremely durable,
generates significant free cash flow in periods of growth and is considered counter-cyclical in
that it can generate additional free cash flow in periods of economic contraction. Free cash flow
for the quarter was $76 million and totals $244 million over the last
four quarters. Our free cash flow was directed primarily to debt reduction, and we made $14 million
of share repurchases during the quarter.
Consolidated net sales for the nine months ended September 30, 2008 were $4,681 million versus
$4,514 million in last years comparable period, a 3.7% increase. Consolidated net sales grew 5.5%
after adjusting for a previously announced divestiture. Gross margin in the current nine-month
period was 19.7% versus 20.4% last year and operating income totaled $272 million versus $295
million last year. Depreciation and amortization included in operating income was $20 million
versus $27 million last year. Equity earnings from the retained 40% interest in our previously
announced divestiture totaled $7.7 million year-to-date. Net income for the 2008 year-to-date
period was $171 million versus $180 million last year. Diluted earnings per share were $3.92 per
share in 2008 versus $3.65 per share in 2007.
Mr. Roy W. Haley, WESCOs Chairman and Chief Executive Officer commented, We are very mindful of
the extraordinary challenges being experienced in the financial industry and the anticipated
spillover into the commercial end markets. We have taken a conservative approach to managing our
overall cost structure while investing to expand our sales capacity and service capabilities. Our
customers continue to demand and reward value creating partners that deliver productivity enhancing
programs. Our business model has significant competitive differentiators that we are using to
strengthen our relationships with a wide variety of large, sophisticated customers. We continue to
add important new customer relationships while gaining share with our existing customers. I am very
proud of our employees for another exceptional quarter, and in particular, those involved with the
challenges resulting from hurricanes Gustav and Ike.
# # #
Teleconference
WESCO will conduct a teleconference to discuss the third quarter earnings as described in this News
Release on Thursday, October 23, 2008, at 11:00 a.m. E.D.T. The conference call will be broadcast
live over the Internet and can be accessed from the Companys 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 nations
largest provider of integrated supply services. 2007 annual sales were approximately $6.0 billion.
The Company employs approximately 7,300 people, maintains relationships with over 24,000 suppliers,
and serves more than 110,000 customers worldwide. Major markets include commercial and industrial
firms, contractors, government agencies, educational institutions, telecommunications businesses
and utilities. WESCO operates seven fully automated distribution centers and more than 400
full-service branches in North America and selected international markets, providing a local
presence for area customers and a global network to serve multi-location businesses and
multi-national corporations.
# # #
The matters discussed herein may contain forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially from expectations.
Certain of these risks are set forth in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, as well as the Companys other reports filed with the Securities and
Exchange Commission.
# # #
Contact: Stephen A. Van Oss, Senior Vice President and
Chief Financial and Administrative Officer
WESCO International, Inc. (412) 454-2271, Fax: (412) 454-2477
http://www.wesco.com
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)
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Three Months |
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Three Months |
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Ended |
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Ended |
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September 30, 2008 |
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September 30, 2007 |
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Net sales |
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$ |
1,628.1 |
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$ |
1,545.6 |
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Cost of goods sold (excluding
depreciation and amortization below) |
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1,311.7 |
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80.6 |
% |
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1,232.5 |
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79.7 |
% |
Selling, general and administrative expenses |
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211.3 |
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13.0 |
% |
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194.8 |
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12.6 |
% |
Depreciation and amortization |
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6.5 |
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9.0 |
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Income from operations |
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98.6 |
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6.1 |
% |
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109.3 |
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7.1 |
% |
Interest expense, net |
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12.1 |
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17.6 |
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Other (income) expense |
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(2.2 |
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Income before income taxes |
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88.7 |
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5.4 |
% |
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91.7 |
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5.9 |
% |
Provision for income taxes |
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22.8 |
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19.9 |
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Net income |
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$ |
65.9 |
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4.0 |
% |
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$ |
71.8 |
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4.6 |
% |
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Diluted earnings per common share |
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$ |
1.53 |
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$ |
1.54 |
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Weighted average common shares outstanding
and common share equivalents used in
computing diluted earnings per share (in
millions) |
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43.1 |
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46.6 |
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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September 30, 2008 |
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September 30, 2007 |
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Net sales |
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$ |
4,681.0 |
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$ |
4,514.3 |
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Cost of goods sold (excluding
depreciation and amortization below) |
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3,758.7 |
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80.3 |
% |
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3,594.1 |
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79.6 |
% |
Selling, general and administrative expenses |
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629.7 |
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13.5 |
% |
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597.6 |
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13.2 |
% |
Depreciation and amortization |
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20.2 |
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27.2 |
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Income from operations |
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272.4 |
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5.8 |
% |
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295.4 |
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6.5 |
% |
Interest expense, net |
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39.2 |
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46.6 |
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Other (income) expense |
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(7.7 |
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Income before income taxes |
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240.9 |
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5.1 |
% |
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248.8 |
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5.5 |
% |
Provision for income taxes |
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70.1 |
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69.2 |
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Net income |
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$ |
170.8 |
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3.6 |
% |
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$ |
179.6 |
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4.0 |
% |
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Diluted earnings per common share |
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$ |
3.92 |
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$ |
3.65 |
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Weighted average common shares outstanding
and common share equivalents used in
computing diluted earnings per share (in
millions) |
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43.6 |
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49.2 |
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WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in millions)
(Unaudited)
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September 30, |
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December 31, |
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2008 |
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2007 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
103.3 |
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$ |
72.3 |
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Trade accounts receivable, net |
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937.7 |
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844.5 |
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Inventories, net |
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654.6 |
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666.0 |
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Other current assets |
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70.3 |
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97.7 |
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Total current assets |
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1,765.9 |
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1,680.5 |
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Other assets |
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1,154.9 |
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1,179.4 |
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Total assets |
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$ |
2,920.8 |
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$ |
2,859.9 |
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Liabilities and Stockholders Equity |
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Current Liabilities |
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Accounts payable |
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$ |
742.9 |
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$ |
626.3 |
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Current debt and short term borrowings |
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527.8 |
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505.0 |
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Other current liabilities |
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140.3 |
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160.6 |
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Total current liabilities |
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1,411.0 |
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1,291.9 |
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Long-term debt |
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649.7 |
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811.3 |
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Other noncurrent liabilities |
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143.1 |
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148.2 |
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Total liabilities |
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2,203.8 |
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2,251.4 |
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Stockholders Equity |
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Total stockholders equity |
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717.0 |
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608.5 |
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Total liabilities and stockholders equity |
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$ |
2,920.8 |
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$ |
2,859.9 |
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WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
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Twelve Months |
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Twelve Months |
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Financial Leverage: |
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Ended |
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Ended |
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(dollar amounts in thousands) |
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September 30, 2008 |
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September 30, 2007 |
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Income from operations |
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$ |
371,246 |
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$ |
388,589 |
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Depreciation and amortization |
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29,773 |
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36,565 |
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EBITDA |
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$ |
401,019 |
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$ |
425,154 |
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Short term debt |
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525,000 |
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500,000 |
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Current debt |
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2,765 |
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2,654 |
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Long term debt |
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649,734 |
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801,576 |
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Total debt |
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$ |
1,177,499 |
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$ |
1,304,230 |
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Financial leverage ratio |
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2.9 |
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3.1 |
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Three Months |
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Twelve Months |
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Free Cash Flow: |
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Ended |
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Ended |
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(dollar amounts in millions) |
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September 30, 2008 |
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September 30, 2008 |
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Net Income |
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$ |
65.9 |
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$ |
231.8 |
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Depreciation and amortization |
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6.5 |
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29.8 |
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Accounts receivable |
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(29.3 |
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(32.7 |
) |
Inventory |
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(10.5 |
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(24.3 |
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Accounts payable |
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32.9 |
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71.6 |
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Other |
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17.6 |
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(.1 |
) |
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Cash flow provided by operations |
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$ |
83.1 |
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$ |
276.1 |
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Less: Capital expenditures |
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(7.3 |
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(31.9 |
) |
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Free cash flow |
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$ |
75.8 |
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$ |
244.2 |
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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. This amount
represents excess funds available to management to service all of its financing needs.
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
(dollar amounts in millions)
(Unaudited)
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Three Months |
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Three Months |
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Ended |
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Ended |
|
Gross Profit: |
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September 30, 2008 |
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September 30, 2007 |
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Net sales |
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$ |
1,628.1 |
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$ |
1,545.6 |
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Cost of goods sold
(excluding
depreciation and
amortization) |
|
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1,311.7 |
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1,232.5 |
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Gross profit |
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$ |
316.4 |
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$ |
313.1 |
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Gross margin |
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19.4 |
% |
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20.3 |
% |
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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September 30, 2008 |
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September 30, 2007 |
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Net sales |
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$ |
4,681.0 |
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$ |
4,514.3 |
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Cost of goods sold
(excluding
depreciation and
amortization) |
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3,758.7 |
|
|
|
3,594.1 |
|
|
|
|
|
|
|
|
Gross profit |
|
$ |
922.3 |
|
|
$ |
920.2 |
|
|
|
|
|
|
|
|
Gross margin |
|
|
19.7 |
% |
|
|
20.4 |
% |
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 an important financial measure within the distribution industry.
Gross margin is calculated by dividing gross profit by net sales.