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): February 15, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
Suite 700 | |||||||||||||||||
| (Zip Code) | |||||||||||||||||
| (Address of principal executive offices) | |||||||||||||||||
(412 ) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Class | Trading Symbol(s) | Name of Exchange on which registered | ||||||||||||
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:
| 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 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 February 15, 2022, WESCO International, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year 2021. 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 executive management of the Company in connection with its discussions with investors regarding the Company's financial results for the fourth quarter and full year 2021 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| WESCO International, Inc. | ||||||||
| (Registrant) | ||||||||
| February 15, 2022 | By: | /s/ David S. Schulz | ||||||
| (Date) | David S. Schulz | |||||||
| Executive Vice President and Chief Financial Officer | ||||||||
 | NEWS RELEASE | ||||
| WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219 | |||||
WESCO International, Inc. Reports Fourth Quarter
and Full Year 2021 Results
Fourth quarter summary:
• Record net sales of $4.9 billion, up 17.5% YOY
–Organic sales growth of 15.8%
–Sequential growth of 2.6% on a reported basis; 6.3% on an organic basis
–Record backlog as of December 31, 2021
•Operating profit of $220.3 million; operating margin of 4.5%
–Gross margin of 20.8%, up 120 basis points YOY
–Adjusted operating profit of $270.8 million; adjusted operating margin of 5.6%, up 140 basis points YOY
–Adjusted EBITDA of $319.6 million; adjusted EBITDA margin of 6.6%, up 48% and 140 basis points YOY
•Record net income attributable to common stockholders of $153.1 million
–Adjusted net income attributable to common stockholders of $165.7 million, up 165% YOY
•Record earnings per diluted share of $2.93
–Adjusted earnings per diluted share of $3.17, up 160% YOY
Full year results:
•Record net sales of $18.2 billion, up 48% due to the Anixter merger completed in June, 2020
•Operating profit of $801.9 million; operating margin of 4.4%
–Gross margin of 20.8%, up 140 basis points YOY
–Adjusted operating profit of $983.5 million; adjusted operating margin of 5.4%, up 120 basis points YOY
–Adjusted EBITDA of $1.2 billion; adjusted EBITDA margin of 6.5%, up 78% and 110 basis points YOY
•Record net income attributable to common stockholders of $408.0 million
–Adjusted net income attributable to common stockholders of $519.3 million, up 155% YOY
•Record earnings per diluted share of $7.84
–Adjusted earnings per diluted share of $9.98, up 128% YOY
•Leverage of 3.9x; improvement of 1.4x versus prior year-end
PITTSBURGH, February 15, 2022 /Business Wire/ -- WESCO International, Inc. (NYSE: WCC), a leading provider of business-to-business distribution, logistics services, and supply chain solutions, announces its results for the fourth quarter and full year 2021.
“Wesco’s performance in 2021 was exceptional and laid the foundation for the extraordinary value creation opportunity that lies before us,” said John Engel, Chairman, President and CEO. “While we are firmly focused on our future, it is important to note the achievements accomplished last year by our dedicated team of associates. We finished 2021 with another very strong quarter of market outperformance and achieved new company records for sales, backlog and overall profitability. We have reduced our financial leverage to 3.9x EBITDA from 5.7x EBITDA in just eighteen months since closing the Anixter acquisition. And all of this has been done under the cloud of the pandemic and global supply chain challenges. I am truly proud of our team for their commitment to our vision of the new Wesco and for their focus on providing our global customers with the products, services and supply chain solutions that they need.”
Mr. Engel continued, “Since the closing of the Anixter acquisition, our team has executed a complex integration plan with speed, agility and excellence. Based on the strength of this execution, we are again increasing the cost and sales synergy targets for our three-year integration program. At the same time, we have designed and launched an important commitment to digitally transform our business to propel our growth for the next decade and beyond. Wesco’s scale, expanded portfolio and industry-leading positions, when combined with the integration plan and digital transformation, represent our catalysts for market outperformance and lasting value creation for all of our stakeholders.”
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Mr. Engel added, “We are carrying strong positive momentum into 2022 and the year is off to an excellent start. We strategically invested in our inventories over the last several months to both address supply chain challenges and support our strong sales growth opportunities. We are very well positioned to meet increasing customer demand as global supply chains are rebuilt this year. As a result, we expect to again deliver market outperformance in 2022 with sales increasing 5% to 8%, adjusted EBITDA margin expanding to 6.7% to 7.0%, adjusted EPS growing double digits to between $11.00 to $12.00, and generating free cash flow of 100% or more of net income. As we achieve those targets, we will substantially reduce our financial leverage in 2022 to well within the range of our target guidance. We are only at the midpoint of our integration plan but our progress is accelerating as Wesco leverages its market leading positions, integration execution and digital commitment to build a growth engine that is both resilient and sustainable.”
The following are results for the three months ended December 31, 2021 compared to the three months ended December 31, 2020:
•Net sales were $4.9 billion for the fourth quarter of 2021 compared to $4.1 billion for the fourth quarter of 2020, an increase of 17.5%. Organic sales for the fourth quarter of 2021 grew by 15.8% as the number of workdays and foreign exchange rates positively impacted reported net sales by 1.6% and 0.7%, respectively, and divestitures negatively impacted reported net sales by 0.6%. Sequentially, net sales grew 2.6% and organic sales increased 6.3%. Backlog at the end of the fourth quarter of 2021 increased by more than 80% to a record level compared to the end of 2020. Sequentially, backlog grew approximately 14%, marking the fourth consecutive quarter of growth.
•Cost of goods sold for the fourth quarter of 2021 was $3.8 billion compared to $3.4 billion for the fourth quarter of 2020, and gross profit was $1.0 billion and $772.0 million, respectively. As a percentage of net sales, gross profit was 20.8% and 18.7% for the fourth quarter of 2021 and 2020, respectively. Gross profit as a percentage of net sales for the fourth quarter of 2021 reflects strong execution on supplier price increases and cost initiatives to offset inflation, along with higher supplier volume rebate income, partially offset by higher expense related to excess and obsolete inventories, as well as an unfavorable impact to gross profit as a percentage of net sales of 12 basis points from the write-down to the carrying value of certain personal protective equipment products. Gross profit as a percentage of net sales for the fourth quarter of 2020 was 19.6% excluding the effect of merger-related fair value adjustments of $15.7 million, as well as an out-of-period adjustment of $23.3 million related to inventory absorption accounting.
•Selling, general and administrative expenses were $733.7 million, or 15.1% of net sales, for the fourth quarter of 2021, compared to $637.9 million, or 15.5% of net sales, for the fourth quarter of 2020. SG&A expenses for the fourth quarter of 2021 include merger-related costs of $38.7 million. Adjusted for this amount, SG&A expenses were $695.0 million, or 14.3% of net sales, for the fourth quarter of 2021. SG&A expenses for the fourth quarter of 2021 reflect higher salaries and variable compensation expense, as well as volume-related costs driven by the significant sales growth. In addition, integration activities and digital transformation initiatives contributed to higher professional and consulting expenses, as well as higher information technology expenses in the fourth quarter of 2021. The realization of integration cost synergies partially offset by these increases. SG&A expenses for the fourth quarter of 2020 include $40.1 million of merger-related costs. Adjusted for this amount, SG&A expenses were $597.8 million, or 14.5% of net sales, for the fourth quarter of 2020.
•Operating profit was $220.3 million for the fourth quarter of 2021, compared to $92.8 million for the fourth quarter of 2020, an increase of $127.5 million, or 137.5%. Operating profit as a percentage of net sales was 4.5% for the current quarter, compared to 2.2% for the fourth quarter of the prior year. Operating profit for the fourth quarter of 2021 includes the aforementioned merger-related costs. Additionally, in connection with an integration initiative to review the Company's brand strategy, certain legacy trademarks are migrating to a master brand architecture, which resulted in $11.8 million of accelerated trademark amortization expense for the fourth quarter of 2021. Adjusted for these amounts, operating profit was $270.8 million, or 5.6% of net sales. For the fourth quarter of 2020, operating profit was $171.8 million, or 4.2% of net sales, adjusted for merger-related costs and fair value adjustments totaling $55.8 million, as well as the $23.3 million out-of-period adjustment described above. Adjusted operating margin was up 140 basis points compared to the prior year.
•Net interest expense for the fourth quarter of 2021 was $60.4 million, compared to $74.3 million for the fourth quarter of 2020. The decrease reflects a reduction of debt, including the repayment of higher fixed rate debt with lower variable rate debt.
•The effective tax rate was expense of 15.7% for the fourth quarter of 2021 compared to a benefit of 4.7% for the fourth quarter of 2020. The effective tax rate in the current quarter was favorably impacted by a change in the mix of domestic and foreign earnings, tax benefits related to certain foreign derived intangible income, and a reduction in the valuation allowance recorded against certain foreign tax credit carryforwards. The effective tax rate in the fourth quarter of the prior year was impacted by one-time items associated with the Anixter merger.
•Net income attributable to common stockholders was $153.1 million for the fourth quarter of 2021, compared to $5.6 million for the fourth quarter of 2020. Adjusted for merger-related costs, accelerated trademark amortization expense associated with migrating to the Company's master brand architecture, a $36.6 million curtailment gain resulting from the remeasurement of the Company's
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pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects, net income attributable to common stockholders was $165.7 million for the fourth quarter of 2021. Adjusted for merger-related costs and fair value adjustments, an out-of-period adjustment related to inventory absorption accounting, and the related income tax effects, net income attributable to common stockholders was $62.4 million for the fourth quarter of 2020. Adjusted net income attributable to common stockholders increased 165% year-over-year.
•Earnings per diluted share for the fourth quarter of 2021 was $2.93, based on 52.3 million diluted shares, compared to $0.11 for the fourth quarter of 2020, based on 51.1 million diluted shares. Adjusted for merger-related costs and fair value adjustments, accelerated trademark amortization expense, curtailment gain, an out-of-period adjustment related to inventory absorption accounting, and the related income tax effects, earnings per diluted share for the fourth quarter of 2021 and 2020 were $3.17 and $1.22, respectively, an increase of 160% year-over-year.
•Operating cash flow for the fourth quarter of 2021 was an outflow of $105.5 million, compared to an inflow of $125.0 million for the fourth quarter of 2020. The net cash outflow in the fourth quarter of 2021 was primarily driven by changes in working capital, including an increase in inventories of $102.3 million to support increased customer demand and a decrease in accounts payable of $101.3 million due to a higher volume of supplier payment activity.
The following are results for the year ended December 31, 2021 compared to the year ended December 31, 2020. The Company completed its merger with Anixter on June 22, 2020, thereby impacting comparisons to the prior year.
•Net sales were $18.2 billion for 2021 compared to $12.3 billion for 2020, an increase of 47.8% primarily due to the merger with Anixter.
•Cost of goods sold for 2021 was $14.4 billion compared to $10.0 billion for 2020, and gross profit was $3.8 billion and $2.3 billion, respectively. As a percentage of net sales, gross profit was 20.8% and 18.9% for 2021 and 2020, respectively. Gross profit as a percentage of net sales for 2021 reflects strong execution on supplier price increases and cost initiatives to offset inflation, along with higher supplier volume rebate income, partially offset by higher expense related to excess and obsolete inventories, as well as an unfavorable impact to gross profit as a percentage of net sales of 14 basis points from the write-down to the carrying value of certain personal protective equipment products. Gross profit as a percentage of net sales for 2020 was 19.4% excluding the effect of merger-related fair value adjustments of $43.7 million, as well as an out-of-period adjustment of $18.9 million related to inventory absorption accounting.
•Selling, general and administrative expenses were $2.8 billion, or 15.3% of net sales, for 2021, compared to $1.9 billion, or 15.1% of net sales, for 2020. SG&A expenses for 2021 include merger-related costs of $158.5 million, as well as a net gain of $8.9 million resulting from the sale of Wesco's legacy utility and data communications businesses in Canada during the first quarter of 2021, which were divested in connection with the merger. Adjusted for these amounts, SG&A expenses for 2021 were $2.6 billion, or 14.5% of net sales. SG&A expenses for 2020 include merger-related costs of $132.2 million, as well as a gain on the sale of an operating branch in the U.S. of $19.8 million. Adjusted for these amounts, SG&A expenses were $1.7 billion, or 14.2% of net sales, for 2020, reflecting lower sales and the merger with Anixter, partially offset by cost reduction actions taken in response to the COVID-19 pandemic that lowered SG&A expenses as a percentage of net sales by approximately 40 basis points.
•Operating profit was $801.9 million for 2021, compared to $347.0 million for 2020. Operating profit as a percentage of net sales was 4.4% for the current year, compared to 2.8% for the prior year. Operating profit for 2021 includes merger-related costs and the net gain on the Canadian divestitures, as well as $32.0 million of accelerated trademark amortization expense associated with migrating to the Company's master brand architecture. Adjusted for these amounts, operating profit was $983.5 million, or 5.4% of net sales. Adjusted for merger-related costs and fair value adjustments totaling $175.9 million, an out-of-period adjustment of $18.9 million, as well as a gain on sale of a U.S. operating branch of $19.8 million, operating profit was $522.0 million for 2020, or 4.2% of net sales. Adjusted operating margin was up 120 basis points compared to the prior year.
•Net interest expense for 2021 was $268.1 million, compared to $226.6 million for 2020. The increase in interest expense was driven by financing activity related to the Anixter merger.
•The effective tax rate for 2021 was 19.9%, compared to 18.6% for 2020. The effective tax rate for the current year was favorably impacted by a change in the mix of domestic and foreign earnings, tax benefits related to certain foreign derived intangible income, and a reduction in the valuation allowance recorded against certain foreign tax credit carryforwards. The effective tax rate in the prior year was lowered by one-time items associated with the Anixter merger.
•Net income attributable to common stockholders was $408.0 million for 2021, compared to $70.4 million for 2020. Adjusted for merger-related costs, accelerated trademark amortization expense, net gain on Canadian divestitures, a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects, net income attributable to common stockholders was $519.3 million for 2021. Adjusted for merger-related costs and fair value adjustments, an out-of-period adjustment related to inventory
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absorption accounting, gain on sale of a U.S. operating branch, and the related income tax effects, net income attributable to common stockholders was $203.6 million for 2020. Adjusted net income attributable to common stockholders increased 155% year-over-year.
•Earnings per diluted share for 2021 was $7.84, based on 52.0 million diluted shares, compared to $1.51 for 2020, based on 46.6 million diluted shares. Adjusted for merger-related costs and fair value adjustments, accelerated trademark amortization expense, an out-of-period adjustment related to inventory absorption accounting, net gains on sale of assets and Canadian divestitures, a curtailment gain, and the related income tax effects, earnings per diluted share for 2021 and 2020 was $9.98 and $4.37, respectively, an increase of 128% year-over-year.
•Operating cash flow for 2021 was $67.1 million, compared to $543.9 million for 2020. Free cash flow for 2021 was $93.5 million, or 16% of adjusted net income, compared to $586.1 million, or 251% of adjusted net income, for 2020. Free cash flow for the current year was lower than the prior year primarily due to changes in working capital, including an increase in trade accounts receivable of $531.8 million resulting from the significant sales growth and an increase in inventories of $530.7 million to support increased customer demand while maintaining high service levels against global supply chain challenges due to the pandemic. Net working capital days improved approximately 6 days from the prior year-end driven by responsively managing working capital in a high-growth, supply-constrained environment.
Segment Results
The Company has operating segments that are organized around three strategic business units consisting of Electrical & Electronic Solutions ("EES"), Communications & Security Solutions ("CSS") and Utility & Broadband Solutions ("UBS").
Corporate expenses are incurred to obtain and coordinate financing, tax, information technology, legal and other related services. Segment results include depreciation expense or other allocations related to various corporate assets. Interest expense and other non-operating items are either not allocated to the segments or reviewed on a segment basis. Corporate expenses not directly identifiable with our reportable segments are reported in the tables below to reconcile the reportable segments to the consolidated financial statements.
The following are results by segment for the three months ended December 31, 2021 compared to the three months ended December 31, 2020. For the fourth quarter of 2021, operating profit and adjusted EBITDA margin improved for all segments (EES, CSS and UBS), reflecting increased sales from strong demand and growth initiatives, gross margin expansion due to strong execution on supplier price increases and cost initiatives to offset inflation, as well as savings from integration cost synergies, partially offset by higher SG&A payroll-related expenses and volume-related costs.
•EES reported net sales of $2.0 billion for the fourth quarter of 2021, compared to $1.7 billion for the fourth quarter of 2020, an increase of 19.6%. Organic sales for the fourth quarter of 2021 grew by 17.5% as the number of workdays and foreign exchange rates positively impacted reported net sales by 1.6% and 1.3%, respectively, and the Canadian divestitures negatively impacted reported net sales by 0.8%. The increase reflects double-digit sales growth in our construction, industrial and original equipment manufacturer businesses due to strong demand, execution of growth initiatives and price inflation. Operating profit was $133.0 million for the fourth quarter of 2021, compared to $64.2 million for the fourth quarter of 2020. The increase primarily reflects the factors impacting the overall business, as described above, along with strong execution of our margin improvement initiatives. Additionally, operating profit for the fourth quarter of 2021 was negatively impacted by the inventory write-down described in the Company's overall results above, as well as accelerated trademark amortization expense of $4.9 million associated with migrating to the Company's master brand architecture. EBITDA, adjusted for other non-operating expense (income) and non-cash stock-based compensation expense, was $150.6 million for the fourth quarter of 2021, or 7.5% of net sales, compared to $94.4 million for the fourth quarter of 2020, or 5.7% of net sales.
•CSS reported net sales of $1.5 billion for the fourth quarter of 2021, compared to $1.4 billion for the fourth quarter of 2020, an increase of 10.6%. Organic sales for the fourth quarter of 2021 grew by 8.8% as the number of workdays and foreign exchange rates positively impacted reported net sales by 1.6% and 0.2%, respectively. The increase reflects double-digit growth in our security solutions and network infrastructure businesses due to strong demand and execution of growth initiatives. Operating profit was $101.9 million for the fourth quarter of 2021, compared to $85.4 million for the fourth quarter of 2020. The increase primarily reflects the factors impacting the overall business, as described above, along with strong execution of our margin improvement initiatives. Additionally, operating profit for the fourth quarter of 2021 was negatively impacted by 28 basis points from the inventory write-down described in the Company's overall results above, as well as accelerated trademark amortization expense of $6.4 million associated with migrating to the Company's master brand architecture. EBITDA, adjusted for other non-operating expense (income) and non-cash stock-based compensation expense, was $125.3 million for the fourth quarter of 2021, or 8.3% of net sales, compared to $112.0 million for the fourth quarter of 2020, or 8.2% of net sales.
•UBS reported net sales of $1.3 billion for the fourth quarter of 2021, compared to $1.1 billion for the fourth quarter of 2020, an increase of 23.0%. Organic sales for the fourth quarter of 2021 grew by 21.9% as the number of workdays and foreign exchange rates positively impacted reported net sales by 1.6% and 0.6%, respectively, and the Canadian divestitures negatively impacted
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reported net sales by 1.1%. The increase reflects double-digit growth in our utility, broadband and integrated supply businesses due to strong demand and execution of growth initiatives. Operating profit was $122.8 million for the fourth quarter of 2021, compared to $64.2 million for the fourth quarter of 2020. The increase primarily reflects the factors impacting the overall business, as described above, along with strong execution of our margin improvement initiatives. EBITDA, adjusted for other non-operating expense (income) and non-cash stock-based compensation expense, was $129.3 million for the fourth quarter of 2021, or 9.6% of net sales, compared to $79.5 million for the fourth quarter of 2020, or 7.3% of net sales.
The following are results by segment for the year ended December 31, 2021 compared to the year ended December 31, 2020, which primarily reflect the impact of the merger with Anixter. For the year ended December 31, 2021, operating profit and adjusted EBITDA margin reflect sales growth and gross margin expansion, as well as the realization of integration cost synergies and structural cost takeout actions. Operating profit for 2021 was negatively impacted by higher volume-related costs, and SG&A payroll and payroll-related expenses consisting of salaries, variable compensation expense and benefit costs, including the impact of reinstating salaries and certain benefits of legacy Wesco employees that had been reduced or suspended in the prior year in response to the COVID-19 pandemic.
•EES reported net sales of $7.6 billion for 2021, compared to $5.5 billion for 2020, an increase of 39.1%. In addition to the impact from the merger, the increase reflects improved economic conditions and strong demand. Operating profit was $542.1 million for 2021, compared to $260.2 million for 2020, an increase of $281.9 million. The increase primarily reflects the factors impacting the overall business, as described above. Additionally, operating profit for 2021 was negatively impacted by 6 basis points from the inventory write-down described above, as well as accelerated trademark amortization expense of $13.3 million associated with migrating to the Company's master brand architecture. EBITDA, adjusted for other non-operating expense (income) and non-cash stock-based compensation expense, was $604.5 million for 2021, or 7.9% of net sales, compared to $308.3 million for 2020, or 5.6% of net sales.
•CSS reported net sales of $5.7 billion for 2021, compared to $3.3 billion for 2020, an increase of 72.0%. The increase reflects the impact from the merger and broad-based growth in our security solutions and network infrastructure businesses. Operating profit was $395.3 million for 2021, compared to $217.2 million for 2020, an increase of $178.1 million. The increase primarily reflects the factors impacting the overall business, as described above. Additionally, operating profit for 2021 was negatively impacted by 37 basis points from the inventory write-down described above, as well as accelerated trademark amortization expense of $17.4 million associated with migrating to the Company's master brand architecture. EBITDA, adjusted for other non-operating expense (income) and non-cash stock-based compensation expense, was $480.8 million for 2021, or 8.4% of net sales, compared to $280.7 million for 2020, or 8.4% of net sales.
•UBS reported net sales of $4.9 billion for 2021, compared to $3.5 billion for 2020, an increase of 38.5%. Along with the impact of the merger, the increase reflects broad-based growth in our utility business and continued strong demand in our broadband business. Operating profit was $412.7 million for 2021, compared to $231.7 million for 2020, an increase of $181.0 million. The increase primarily reflects the factors impacting the overall business, as described above, combined with the benefit from the net gain on the Canadian divestitures. Accelerated trademark amortization expense of $1.3 million associated with migrating to the Company's master brand architecture negatively impacted operating profit in 2021. EBITDA, adjusted for other non-operating expense (income), non-cash stock-based compensation expense and net gain on the Canadian divestitures, was $428.4 million for 2021, or 8.8% of net sales, compared to $265.6 million for 2020, or 7.5% of net sales.
Webcast and Teleconference Access
Wesco will conduct a webcast and teleconference to discuss the fourth quarter and full year 2021 earnings as described in this News Release on Tuesday, February 15, 2022, at 10:00 a.m. E.T. The call will be broadcast live over the internet and can be accessed from the Investor Relations page of the Company's website at https://investors.wesco.com. The call will be archived on this internet site for seven days.
WESCO International, Inc. (NYSE: WCC) builds, connects, powers and protects the world. Headquartered in Pittsburgh, Pennsylvania, Wesco is a FORTUNE 500® company with more than $18 billion in annual sales and a leading provider of business-to-business distribution, logistics services and supply chain solutions. Wesco offers a best-in-class product and services portfolio of Electrical and Electronic Solutions, Communications and Security Solutions, and Utility and Broadband Solutions. The Company employs approximately 18,000 people, partners with the industry’s premier suppliers, and serves thousands of customers around the world, including more than 90% of FORTUNE 100® companies. With nearly 1,500,000 products, end-to-end supply chain services, and leading digital capabilities, Wesco provides innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. Wesco operates approximately 800 branches, warehouses and sales offices in more than 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
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Forward-Looking Statements
All statements made herein that are not historical facts should be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected benefits and costs of the transaction between Wesco and Anixter International Inc., including anticipated future financial and operating results, synergies, accretion and growth rates, and the combined company's plans, objectives, expectations and intentions, statements that address the combined company's expected future business and financial performance, and other statements identified by words such as "anticipate," "plan," "believe," "estimate," "intend," "expect," "project," "will" and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of Wesco's management, as well as assumptions made by, and information currently available to, Wesco's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of Wesco's and Wesco's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.
Those risks, uncertainties and assumptions include the risk of any unexpected costs or expenses resulting from the transaction, the risk that the transaction could have an adverse effect on the ability of the combined company to retain customers and retain and hire key personnel and maintain relationships with its suppliers, customers and other business relationships and on its operating results and business generally, or the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the transaction or it may take longer than expected to achieve those synergies or benefits, the risk that the leverage of the company may be higher than anticipated, the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on the combined company's business, results of operations and financial condition, and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond each company's control. Additional factors that could cause results to differ materially from those described above can be found in Wesco's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Wesco's other reports filed with the U.S. Securities and Exchange Commission ("SEC").
Contact Information:
Will Ruthrauff
Director, Investor Relations
(412) 454-4220
http://www.wesco.com
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WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in thousands, except per share amounts)
(Unaudited)
| Three Months Ended | |||||||||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Net sales | $ | 4,851,919 | $ | 4,128,841 | |||||||||||||
| Cost of goods sold (excluding depreciation and amortization) | 3,844,038 | 79.2 | % | 3,356,890 | 81.3 | % | |||||||||||
| Selling, general and administrative expenses | 733,689 | 15.1 | % | 637,912 | 15.5 | % | |||||||||||
| Depreciation and amortization | 53,909 | 41,276 | |||||||||||||||
| Income from operations | 220,283 | 4.5 | % | 92,763 | 2.2 | % | |||||||||||
| Interest expense, net | 60,390 | 74,310 | |||||||||||||||
| Other income, net | (39,183) | (931) | |||||||||||||||
| Income before income taxes | 199,076 | 4.1 | % | 19,384 | 0.5 | % | |||||||||||
| Provision for income taxes | 31,309 | (904) | |||||||||||||||
| Net income | 167,767 | 3.5 | % | 20,288 | 0.5 | % | |||||||||||
| Net income attributable to noncontrolling interests | 355 | 304 | |||||||||||||||
| Net income attributable to WESCO International, Inc. | 167,412 | 3.5 | % | 19,984 | 0.5 | % | |||||||||||
| Preferred stock dividends | 14,352 | 14,352 | |||||||||||||||
| Net income attributable to common stockholders | $ | 153,060 | 3.2 | % | $ | 5,632 | 0.1 | % | |||||||||
| Earnings per diluted share attributable to common stockholders | $ | 2.93 | $ | 0.11 | |||||||||||||
| Weighted-average common shares outstanding and common share equivalents used in computing earnings per diluted common share (in thousands) | 52,269 | 51,069 | |||||||||||||||
| Reportable Segments | |||||||||||||||||
| Net sales: | |||||||||||||||||
| Electrical & Electronic Solutions | $ | 1,994,954 | $ | 1,668,325 | |||||||||||||
| Communications & Security Solutions | 1,514,813 | 1,369,201 | |||||||||||||||
| Utility & Broadband Solutions | 1,342,152 | 1,091,315 | |||||||||||||||
| $ | 4,851,919 | $ | 4,128,841 | ||||||||||||||
| Income from operations: | |||||||||||||||||
| Electrical & Electronic Solutions | $ | 132,997 | $ | 64,229 | |||||||||||||
| Communications & Security Solutions | 101,897 | 85,448 | |||||||||||||||
| Utility & Broadband Solutions | 122,845 | 64,219 | |||||||||||||||
| Corporate | (137,456) | (121,133) | |||||||||||||||
| $ | 220,283 | $ | 92,763 | ||||||||||||||
7
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in thousands, except per share amounts)
(Unaudited)
| Twelve Months Ended | |||||||||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Net sales | $ | 18,217,512 | $ | 12,325,995 | |||||||||||||
| Cost of goods sold (excluding depreciation and amortization) | 14,425,444 | 79.2 | % | 9,998,329 | 81.1 | % | |||||||||||
| Selling, general and administrative expenses | 2,791,641 | 15.3 | % | 1,859,028 | 15.1 | % | |||||||||||
| Depreciation and amortization | 198,554 | 121,600 | |||||||||||||||
| Income from operations | 801,873 | 4.4 | % | 347,038 | 2.8 | % | |||||||||||
| Interest expense, net | 268,073 | 226,591 | |||||||||||||||
| Other income, net | (48,112) | (2,395) | |||||||||||||||
| Income before income taxes | 581,912 | 3.2 | % | 122,842 | 1.0 | % | |||||||||||
| Provision for income taxes | 115,510 | 22,803 | |||||||||||||||
| Net income | 466,402 | 2.6 | % | 100,039 | 0.8 | % | |||||||||||
| Net income (loss) attributable to noncontrolling interests | 1,020 | (521) | |||||||||||||||
| Net income attributable to WESCO International, Inc. | 465,382 | 2.6 | % | 100,560 | 0.8 | % | |||||||||||
| Preferred stock dividends | 57,408 | 30,139 | |||||||||||||||
| Net income attributable to common stockholders | $ | 407,974 | 2.2 | % | $ | 70,421 | 0.6 | % | |||||||||
| Earnings per diluted share attributable to common stockholders | $ | 7.84 | $ | 1.51 | |||||||||||||
| Weighted-average common shares outstanding and common share equivalents used in computing earnings per diluted common share (in thousands) | 52,030 | 46,625 | |||||||||||||||
| Reportable Segments | |||||||||||||||||
| Net sales: | |||||||||||||||||
| Electrical & Electronic Solutions | $ | 7,621,263 | $ | 5,479,760 | |||||||||||||
| Communications & Security Solutions | 5,715,238 | 3,323,264 | |||||||||||||||
| Utility & Broadband Solutions | 4,881,011 | 3,522,971 | |||||||||||||||
| $ | 18,217,512 | $ | 12,325,995 | ||||||||||||||
| Income from operations: | |||||||||||||||||
| Electrical & Electronic Solutions | $ | 542,059 | $ | 260,207 | |||||||||||||
| Communications & Security Solutions | 395,343 | 217,163 | |||||||||||||||
| Utility & Broadband Solutions | 412,740 | 231,702 | |||||||||||||||
| Corporate | (548,269) | (362,034) | |||||||||||||||
| $ | 801,873 | $ | 347,038 | ||||||||||||||
8
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(Unaudited)
| December 31, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 212,583 | $ | 449,135 | |||||||
| Trade accounts receivable, net | 2,957,613 | 2,466,903 | |||||||||
| Inventories | 2,666,219 | 2,163,831 | |||||||||
| Other current assets | 513,696 | 427,109 | |||||||||
| Total current assets | 6,350,111 | 5,506,978 | |||||||||
| Goodwill and intangible assets | 5,152,474 | 5,252,664 | |||||||||
| Other assets | 1,115,114 | 1,120,572 | |||||||||
| Total assets | $ | 12,617,699 | $ | 11,880,214 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | 2,140,251 | $ | 1,707,329 | |||||||
Short-term debt and current portion of long-term debt, net(1) | 9,528 | 528,830 | |||||||||
| Other current liabilities | 900,029 | 750,836 | |||||||||
| Total current liabilities | 3,049,808 | 2,986,995 | |||||||||
| Long-term debt, net | 4,701,542 | 4,369,953 | |||||||||
| Other noncurrent liabilities | 1,090,138 | 1,186,877 | |||||||||
| Total liabilities | 8,841,488 | 8,543,825 | |||||||||
| Stockholders' Equity | |||||||||||
| Total stockholders' equity | 3,776,211 | 3,336,389 | |||||||||
| Total liabilities and stockholders' equity | $ | 12,617,699 | $ | 11,880,214 | |||||||
(1) As of December 31, 2020, short-term debt and current portion of long-term debt includes the $500.0 million aggregate principal amount of the Company's 5.375% Senior Notes due 2021 (the "2021 Notes"), which were redeemed on January 14, 2021.
9
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(Unaudited)
| Twelve Months Ended | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ | 466,402 | $ | 100,039 | |||||||
| Add back (deduct): | |||||||||||
| Depreciation and amortization | 198,554 | 121,600 | |||||||||
| Deferred income taxes | (78,285) | (33,538) | |||||||||
| Change in trade receivables, net | (531,828) | 47,879 | |||||||||
| Change in inventories | (530,730) | 203,827 | |||||||||
| Change in accounts payable | 449,564 | (54,127) | |||||||||
| Other, net | 93,461 | 158,251 | |||||||||
| Net cash provided by operating activities | 67,138 | 543,931 | |||||||||
| Investing Activities: | |||||||||||
| Capital expenditures | (54,746) | (56,671) | |||||||||
Other, net(1) | 57,283 | (3,678,478) | |||||||||
| Net cash provided by (used in) investing activities | 2,537 | (3,735,149) | |||||||||
| Financing Activities: | |||||||||||
Debt (repayments) borrowings, net(2) | (208,716) | 3,589,904 | |||||||||
| Equity activity, net | (27,158) | (3,434) | |||||||||
Other, net(3) | (74,905) | (105,729) | |||||||||
| Net cash (used in) provided by financing activities | (310,779) | 3,480,741 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 4,552 | 8,710 | |||||||||
| Net change in cash and cash equivalents | (236,552) | 298,233 | |||||||||
| Cash and cash equivalents at the beginning of the period | 449,135 | 150,902 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 212,583 | $ | 449,135 | |||||||
(1) For the year ended December 31, 2021, other investing activities includes cash consideration totaling approximately $56.0 million from the sale of Wesco's legacy utility and data communications businesses in Canada. The Company used the net proceeds from the divestitures to repay indebtedness. Other investing activities for year ended December 31, 2020 includes payments to acquire Anixter of $3,707.6 million, net of cash acquired of $103.4 million.
(2) The year ended December 31, 2021 includes the redemption of the Company's $500.0 million aggregate principal amount of 2021 Notes and $354.7 million aggregate principal amount of its 5.375% Senior Notes due 2024 (the "2024 Notes"). The redemptions of the 2021 Notes and 2024 Notes were funded with excess cash, as well as borrowings under the Company's accounts receivable securitization and revolving credit facilities. The year ended December 31, 2020 primarily includes the net proceeds from the issuance of senior unsecured notes of $2,815.0 million, as well as borrowings under the Company's asset-based revolving credit facility and accounts receivable securitization facility. These cash inflows were used to fund the merger with Anixter.
(3) For the year ended December 31, 2021, other financing includes $57.4 million of dividends paid to holders of Series A preferred stock. Other financing activities for the year ended December 31, 2020 includes approximately $80.2 million of costs associated with the debt financing used to fund a portion of the merger with Anixter, as well as $30.1 million of dividends paid to holders of Series A preferred stock.
10
NON-GAAP FINANCIAL MEASURES
In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") above, this earnings release includes certain non-GAAP financial measures. These financial measures include organic sales growth, gross profit, adjusted gross profit, gross margin, adjusted gross margin, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA, adjusted EBITDA margin, financial leverage, free cash flow, adjusted income from operations, adjusted operating margin, adjusted other non-operating expenses (income), adjusted provision for income taxes, adjusted income before income taxes, adjusted net income, adjusted net income attributable to WESCO International, Inc., adjusted net income attributable to common stockholders, and adjusted earnings per diluted share. The Company believes that these non-GAAP measures are useful to investors as they provide a better understanding of sales performance, and the use of debt and liquidity on a comparable basis. Additionally, certain non-GAAP measures either focus on or exclude items impacting comparability of results such as merger-related costs, and the related income tax effect of such items, allowing investors to more easily compare the Company's financial performance from period to period. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.
11
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
Organic Sales Growth by Segment:
| Three Months Ended | Growth/(Decline) | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2021 | December 31, 2020 | Reported | Divestiture Impact | Foreign Exchange Impact | Workday Impact | Organic Growth | |||||||||||||||||||||||||||||||||||
| EES | $ | 1,994,954 | $ | 1,668,325 | 19.6% | (0.8) | % | 1.3 | % | 1.6 | % | 17.5 | % | ||||||||||||||||||||||||||||
| CSS | 1,514,813 | 1,369,201 | 10.6% | — | % | 0.2 | % | 1.6 | % | 8.8 | % | ||||||||||||||||||||||||||||||
| UBS | 1,342,152 | 1,091,315 | 23.0% | (1.1) | % | 0.6 | % | 1.6 | % | 21.9 | % | ||||||||||||||||||||||||||||||
| Total net sales | $ | 4,851,919 | $ | 4,128,841 | 17.5% | (0.6) | % | 0.7 | % | 1.6 | % | 15.8 | % | ||||||||||||||||||||||||||||
Organic Sales Growth by Segment - Sequential:
| Three Months Ended | Growth/(Decline) | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | September 30, 2021 | Reported | Foreign Exchange Impact | Workday Impact | Organic Growth | ||||||||||||||||||||||||||||||
| EES | $ | 1,994,954 | $ | 1,982,485 | 0.6% | (0.5) | % | (3.1) | % | 4.2 | % | ||||||||||||||||||||||||
| CSS | 1,514,813 | 1,488,689 | 1.8% | (1.2) | % | (3.1) | % | 6.1 | % | ||||||||||||||||||||||||||
| UBS | 1,342,152 | 1,257,151 | 6.8% | (0.1) | % | (3.1) | % | 10.0 | % | ||||||||||||||||||||||||||
| Total net sales | $ | 4,851,919 | $ | 4,728,325 | 2.6% | (0.6) | % | (3.1) | % | 6.3 | % | ||||||||||||||||||||||||
Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, foreign exchange rates and number of workdays from the overall percentage change in consolidated net sales.
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Gross Profit: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Net sales | $ | 4,851,919 | $ | 4,128,841 | $ | 18,217,512 | $ | 12,325,995 | |||||||||||||||
| Cost of goods sold (excluding depreciation and amortization) | 3,844,038 | 3,356,890 | 14,425,444 | 9,998,329 | |||||||||||||||||||
| Gross profit | $ | 1,007,881 | $ | 771,951 | $ | 3,792,068 | $ | 2,327,666 | |||||||||||||||
Adjusted gross profit(1) | $ | 1,007,881 | $ | 810,908 | $ | 3,792,068 | $ | 2,390,211 | |||||||||||||||
| Gross margin | 20.8 | % | 18.7 | % | 20.8 | % | 18.9 | % | |||||||||||||||
Adjusted gross margin(1) | 20.8 | % | 19.6 | % | 20.8 | % | 19.4 | % | |||||||||||||||
(1) Adjusted gross profit and adjusted gross margin exclude the effect of merger-related fair value adjustments to inventory, and an out-of-period adjustment related to inventory absorption accounting totaling $39.0 million and $62.5 million for the three and twelve months ended December 31, 2020, respectively.
Note: Gross profit is a financial measure commonly used within the distribution industry. Gross profit is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net sales. Gross margin is calculated by dividing gross profit by net sales.
12
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Adjusted Income from Operations: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Income from operations | $ | 220,283 | $ | 92,763 | $ | 801,873 | $ | 347,038 | |||||||||||||||
| Merger-related costs | 38,692 | 40,107 | 158,484 | 132,236 | |||||||||||||||||||
| Accelerated trademark amortization | 11,825 | — | 32,021 | — | |||||||||||||||||||
| Merger-related fair value adjustments | — | 15,674 | — | 43,693 | |||||||||||||||||||
| Out-of-period adjustment | — | 23,283 | — | 18,852 | |||||||||||||||||||
| Net gain on sale of assets and divestitures | — | — | (8,927) | (19,816) | |||||||||||||||||||
| Adjusted income from operations | $ | 270,800 | $ | 171,827 | $ | 983,451 | $ | 522,003 | |||||||||||||||
| Adjusted income from operations margin % | 5.6 | % | 4.2 | % | 5.4 | % | 4.2 | % | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Adjusted Other Income, net: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Other income, net | $ | (39,183) | $ | (931) | $ | (48,112) | $ | (2,395) | |||||||||||||||
| Curtailment gain | 36,580 | — | 36,580 | — | |||||||||||||||||||
| Adjusted other income, net | $ | (2,603) | $ | (931) | $ | (11,532) | $ | (2,395) | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Adjusted Provision for Income Taxes: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Provision for income taxes | $ | 31,309 | $ | (904) | $ | 115,510 | $ | 22,803 | |||||||||||||||
Income tax effect of adjustments to income from operations and other income, net(1) | 1,280 | 22,264 | 33,672 | 41,817 | |||||||||||||||||||
| Adjusted provision for income taxes | $ | 32,589 | $ | 21,360 | $ | 149,182 | $ | 64,620 | |||||||||||||||
(1) The adjustments to income from operations have been tax effected at rates of 20.3% and 23.5% for the three and twelve months ended December 31, 2021, respectively, and 28.2% and 23.9% for the three and twelve months ended December 31, 2020, respectively. The adjustment to other non-operating income for the three and twelve months ended December 31, 2021 has been tax effected at a rate of 24.6%.
13
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Adjusted Earnings per Diluted Share: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Adjusted income from operations | $ | 270,800 | $ | 171,827 | $ | 983,451 | $ | 522,003 | |||||||||||||||
| Interest expense, net | 60,390 | 74,310 | 268,073 | 226,591 | |||||||||||||||||||
| Adjusted other income, net | (2,603) | (931) | (11,532) | (2,395) | |||||||||||||||||||
| Adjusted income before income taxes | 213,013 | 98,448 | 726,910 | 297,807 | |||||||||||||||||||
| Adjusted provision for income taxes | 32,589 | 21,360 | 149,182 | 64,620 | |||||||||||||||||||
| Adjusted net income | 180,424 | 77,088 | 577,728 | 233,187 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 355 | 304 | 1,020 | (521) | |||||||||||||||||||
| Adjusted net income attributable to WESCO International, Inc. | 180,069 | 76,784 | 576,708 | 233,708 | |||||||||||||||||||
| Preferred stock dividends | 14,352 | 14,352 | 57,408 | 30,139 | |||||||||||||||||||
| Adjusted net income attributable to common stockholders | $ | 165,717 | $ | 62,432 | $ | 519,300 | $ | 203,569 | |||||||||||||||
| Diluted shares | 52,269 | 51,069 | 52,030 | 46,625 | |||||||||||||||||||
| Adjusted earnings per diluted share | $ | 3.17 | $ | 1.22 | $ | 9.98 | $ | 4.37 | |||||||||||||||
Note: For the three and twelve months ended December 31, 2021, income from operations, other non-operating income, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related costs, a net gain on the sale of Wesco's legacy utility and data communications businesses in Canada, accelerated trademark amortization expense associated with migrating to the Company's master brand architecture, a curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects. For the three and twelve months ended December 31, 2020, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related costs and fair value adjustments, an out-of-period adjustment related to inventory absorption accounting, gain on sale of an operating branch in the U.S., and the related income tax effects. These non-GAAP financial measures provide a better understanding of the Company's financial results on a comparable basis.
14
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
| Three Months Ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| EBITDA and Adjusted EBITDA by Segment: | EES | CSS | UBS | Corporate | Total | |||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 133,400 | $ | 101,494 | $ | 122,847 | $ | (204,681) | $ | 153,060 | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 140 | — | — | 215 | 355 | |||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | 14,352 | 14,352 | |||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | 31,309 | 31,309 | |||||||||||||||||||||||||||
| Interest expense, net | — | — | — | 60,390 | 60,390 | |||||||||||||||||||||||||||
| Depreciation and amortization | 15,814 | 22,613 | 5,902 | 9,580 | 53,909 | |||||||||||||||||||||||||||
| EBITDA | $ | 149,354 | $ | 124,107 | $ | 128,749 | $ | (88,835) | $ | 313,375 | ||||||||||||||||||||||
Other (income) expense, net(1) | (543) | 403 | (2) | (39,041) | (39,183) | |||||||||||||||||||||||||||
Stock-based compensation expense(2) | 1,756 | 788 | 591 | 3,608 | 6,743 | |||||||||||||||||||||||||||
| Merger-related costs | — | — | — | 38,692 | 38,692 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 150,567 | $ | 125,298 | $ | 129,338 | $ | (85,576) | $ | 319,627 | ||||||||||||||||||||||
| Adjusted EBITDA margin % | 7.5 | % | 8.3 | % | 9.6 | % | 6.6 | % | ||||||||||||||||||||||||
(1) Corporate other non-operating income in the calculation of adjusted EBITDA for the three months ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. | ||||||||||||||||||||||||||||||||
(2) Stock-based compensation expense in the calculation of adjusted EBITDA for the three months ended December 31, 2021 excludes $1.3 million as such amount is included in merger-related costs. | ||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2020 | ||||||||||||||||||||||||||||||||
| EBITDA and Adjusted EBITDA by Segment: | EES | CSS | UBS | Corporate | Total | |||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 66,164 | $ | 88,916 | $ | 64,195 | $ | (213,643) | $ | 5,632 | ||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | (178) | — | — | 482 | 304 | |||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | 14,352 | 14,352 | |||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | (904) | (904) | |||||||||||||||||||||||||||
| Interest expense, net | — | — | — | 74,310 | 74,310 | |||||||||||||||||||||||||||
| Depreciation and amortization | 11,173 | 13,372 | 7,227 | 9,504 | 41,276 | |||||||||||||||||||||||||||
| EBITDA | $ | 77,159 | $ | 102,288 | $ | 71,422 | $ | (115,899) | $ | 134,970 | ||||||||||||||||||||||
| Other (income) expense, net | (1,757) | (3,468) | 24 | 4,270 | (931) | |||||||||||||||||||||||||||
Stock-based compensation expense(3)(4) | 737 | 273 | 296 | 1,413 | 2,719 | |||||||||||||||||||||||||||
| Merger-related costs | — | — | — | 40,107 | 40,107 | |||||||||||||||||||||||||||
| Merger-related fair value adjustments | 3,716 | 9,656 | 2,302 | — | 15,674 | |||||||||||||||||||||||||||
| Out-of-period adjustment | 14,589 | 3,273 | 5,421 | — | 23,283 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 94,444 | $ | 112,022 | $ | 79,465 | $ | (70,109) | $ | 215,822 | ||||||||||||||||||||||
| Adjusted EBITDA margin % | 5.7 | % | 8.2 | % | 7.3 | % | 5.2 | % | ||||||||||||||||||||||||
(3) Stock-based compensation by reportable segment for the three months ended December 31, 2020, as previously reported in a press release issued on February 9, 2021, has been reallocated to conform to the current period's presentation. | ||||||||||||||||||||||||||||||||
(4) Stock-based compensation expense in the calculation of adjusted EBITDA for the three months ended December 31, 2020 excludes $1.0 million as such amount is included in merger-related costs. | ||||||||||||||||||||||||||||||||
15
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| EBITDA and Adjusted EBITDA by Segment: | EES | CSS | UBS | Corporate | Total | |||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 543,633 | $ | 394,031 | $ | 412,698 | $ | (942,388) | $ | 407,974 | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 298 | — | — | 722 | 1,020 | |||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | 57,408 | 57,408 | |||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | 115,510 | 115,510 | |||||||||||||||||||||||||||
| Interest expense, net | — | — | — | 268,073 | 268,073 | |||||||||||||||||||||||||||
| Depreciation and amortization | 55,998 | 82,870 | 22,447 | 37,239 | 198,554 | |||||||||||||||||||||||||||
| EBITDA | $ | 599,929 | $ | 476,901 | $ | 435,145 | $ | (463,436) | $ | 1,048,539 | ||||||||||||||||||||||
Other (income) expense, net(1) | (1,872) | 1,312 | 42 | (47,594) | (48,112) | |||||||||||||||||||||||||||
Stock-based compensation expense(2) | 6,404 | 2,607 | 2,107 | 14,581 | 25,699 | |||||||||||||||||||||||||||
| Merger-related costs | — | — | — | 158,484 | 158,484 | |||||||||||||||||||||||||||
| Net gain on Canadian divestitures | — | — | (8,927) | — | (8,927) | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 604,461 | $ | 480,820 | $ | 428,367 | $ | (337,965) | $ | 1,175,683 | ||||||||||||||||||||||
| Adjusted EBITDA margin % | 7.9 | % | 8.4 | % | 8.8 | % | 6.5 | % | ||||||||||||||||||||||||
(1) Corporate other non-operating income in the calculation of adjusted EBITDA for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. | ||||||||||||||||||||||||||||||||
(2) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2021 excludes $5.1 million as such amount is included in merger-related costs. | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||||||||||||||
| EBITDA and Adjusted EBITDA by Segment: | EES | CSS | UBS | Corporate | Total | |||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 262,829 | $ | 217,211 | $ | 231,678 | $ | (641,297) | $ | 70,421 | ||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | (842) | — | — | 321 | (521) | |||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | 30,139 | 30,139 | |||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | 22,803 | 22,803 | |||||||||||||||||||||||||||
| Interest expense, net | — | — | — | 226,591 | 226,591 | |||||||||||||||||||||||||||
| Depreciation and amortization | 35,811 | 37,765 | 22,380 | 25,644 | 121,600 | |||||||||||||||||||||||||||
| EBITDA | $ | 297,798 | $ | 254,976 | $ | 254,058 | $ | (335,799) | $ | 471,033 | ||||||||||||||||||||||
| Other (income) expense, net | (1,780) | (48) | 24 | (591) | (2,395) | |||||||||||||||||||||||||||
Stock-based compensation expense(3)(4) | 4,080 | 1,403 | 1,336 | 9,895 | 16,714 | |||||||||||||||||||||||||||
| Merger-related costs | — | — | — | 132,236 | 132,236 | |||||||||||||||||||||||||||
| Merger-related fair value adjustments | 15,411 | 22,000 | 6,282 | — | 43,693 | |||||||||||||||||||||||||||
Out-of-period adjustment(3) | 12,634 | 2,325 | 3,893 | — | 18,852 | |||||||||||||||||||||||||||
| Gain on sale of asset | (19,816) | — | — | — | (19,816) | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 308,327 | $ | 280,656 | $ | 265,593 | $ | (194,259) | $ | 660,317 | ||||||||||||||||||||||
| Adjusted EBITDA margin % | 5.6 | % | 8.4 | % | 7.5 | % | 5.4 | % | ||||||||||||||||||||||||
(3) Stock-based compensation and the out-of-period adjustment by reportable segment for the year ended December 31, 2020, as previously reported in a press release issued on February 9, 2021, have been reallocated to conform to the current period's presentation. | ||||||||||||||||||||||||||||||||
(4) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2020 excludes $2.6 million as such amount is included in merger-related costs. | ||||||||||||||||||||||||||||||||
16
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
Note: EBITDA, Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating expenses (income), non-cash stock-based compensation, costs and fair value adjustments associated with the merger with Anixter, an out-of-period adjustment related to inventory absorption accounting, and net gains on the divestiture of Wesco's legacy utility and data communications businesses in Canada and sale of an operating branch in the U.S. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
| Twelve Months Ended | |||||||||||
| Financial Leverage: | December 31, 2021 | December 31, 2020 | |||||||||
| Reported | Pro Forma(1) | ||||||||||
| Net income attributable to common stockholders | $ | 407,974 | $ | 115,572 | |||||||
| Net income (loss) attributable to noncontrolling interests | 1,020 | (521) | |||||||||
| Preferred stock dividends | 57,408 | 30,139 | |||||||||
| Provision for income taxes | 115,510 | 55,659 | |||||||||
| Interest expense, net | 268,073 | 255,842 | |||||||||
| Depreciation and amortization | 198,554 | 153,499 | |||||||||
| EBITDA | $ | 1,048,539 | $ | 610,190 | |||||||
Other (income) expense, net(2) | (48,112) | 4,635 | |||||||||
| Stock-based compensation | 25,699 | 34,733 | |||||||||
| Merger-related costs and fair value adjustments | 158,484 | 206,748 | |||||||||
| Out-of-period adjustment | — | 18,852 | |||||||||
| Net gain on sale of assets and Canadian divestitures | (8,927) | (19,816) | |||||||||
Adjusted EBITDA(3) | $ | 1,175,683 | $ | 855,342 | |||||||
| As of | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Short-term debt and current portion of long-term debt, net | $ | 9,528 | $ | 528,830 | |||||||
| Long-term debt, net | 4,701,542 | 4,369,953 | |||||||||
Debt discount and debt issuance costs(4) | 70,572 | 88,181 | |||||||||
Fair value adjustments to Anixter Senior Notes due 2023 and 2025(4) | (957) | (1,650) | |||||||||
| Total debt | 4,780,685 | 4,985,314 | |||||||||
| Less: cash and cash equivalents | 212,583 | 449,135 | |||||||||
| Total debt, net of cash | $ | 4,568,102 | $ | 4,536,179 | |||||||
| Financial leverage ratio | 3.9 | 5.3 | |||||||||
(1)EBITDA and adjusted EBITDA for the twelve months ended December 31, 2020 gives effect to the combination of Wesco and Anixter as if it had occurred at the beginning of the respective trailing twelve month period.
(2)Other non-operating income for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans.
(3)Adjusted EBITDA includes the financial results of Wesco's legacy utility and data communications businesses in Canada, which were divested in the first quarter of 2021 under a Consent Agreement with the Competition Bureau of Canada.
(4)Debt is presented in the condensed consolidated balance sheets net of debt discount and debt issuance costs, and includes adjustments to record the long-term debt assumed in the merger with Anixter at its acquisition date fair value.
17
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except per share data)
(Unaudited)
Note: Financial leverage measures the use of debt. Financial leverage ratio is calculated by dividing total debt, excluding debt discount, debt issuance costs and fair value adjustments, net of cash, by adjusted EBITDA. EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as the trailing twelve months EBITDA before foreign exchange and other non-operating expenses (income), non-cash stock-based compensation, costs and fair value adjustments associated with the merger with Anixter, an out-of-period adjustment related to inventory absorption accounting, and net gains on the divestiture of Wesco's legacy utility and data communications businesses in Canada and sale of an operating branch in the U.S.
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| Free Cash Flow: | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Cash flow (used in) provided by operations | $ | (105,532) | $ | 124,993 | $ | 67,138 | $ | 543,931 | |||||||||||||||
| Less: Capital expenditures | (29,576) | (14,109) | (54,746) | (56,671) | |||||||||||||||||||
| Add: Merger-related expenditures | 19,439 | 13,147 | 81,115 | 98,822 | |||||||||||||||||||
| Free cash flow | $ | (115,669) | $ | 124,031 | $ | 93,507 | $ | 586,082 | |||||||||||||||
| Percentage of adjusted net income | (64) | % | 161 | % | 16 | % | 251 | % | |||||||||||||||
Note: Free cash flow is a measure of liquidity. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to fund investing and financing activities. For the three and twelve months ended December 31, 2021 and 2020, the Company paid certain fees, expenses and other costs related to Wesco's merger with Anixter. Such expenditures have been added back to operating cash flow to determine free cash flow for such periods
18
Fourth Quarter 2021 Webcast Presentation February 15, 2022 NYSE: WCC
2 All statements made herein that are not historical facts should be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected benefits and costs of the transaction between WESCO and Anixter International Inc., including anticipated future financial and operating results, synergies, accretion and growth rates, and the combined company's plans, objectives, expectations and intentions, statements that address the combined company's expected future business and financial performance, and other statements identified by words such as "anticipate," "plan," "believe," "estimate," "intend," "expect," "project," "will" and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of WESCO's management, as well as assumptions made by, and information currently available to, WESCO's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of WESCO's and WESCO's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Those risks, uncertainties and assumptions include the risk of any unexpected costs or expenses resulting from the transaction, the risk that the transaction could have an adverse effect on the ability of the combined company to retain customers and retain and hire key personnel and maintain relationships with its suppliers, customers and other business relationships and on its operating results and business generally, or the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the transaction or it may take longer than expected to achieve those synergies or benefits, the risk that the leverage of the company may be higher than anticipated, the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on the combined company's business, results of operations and financial conditions, and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond each company's control. Additional factors that could cause results to differ materially from those described above can be found in WESCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and WESCO's other reports filed with the U.S. Securities and Exchange Commission ("SEC"). Non-GAAP Measures In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), this presentation includes certain non-GAAP financial measures. These financial measures include organic sales growth, pro forma net sales, gross profit, adjusted gross profit, gross margin, adjusted gross margin, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA, pro forma adjusted EBITDA, adjusted EBITDA margin, financial leverage, free cash flow, adjusted income from operations, adjusted operating margin, adjusted other non-operating expenses (income) adjusted provision for income taxes, adjusted income before income taxes, adjusted net income, adjusted net income attributable to WESCO International, Inc., adjusted net income attributable to common stockholders, and adjusted earnings per diluted share. The Company believes that these non-GAAP measures are useful to investors as they provide a better understanding of sales performance, and the use of debt and liquidity on a comparable basis. Additionally, certain non-GAAP measures either focus on or exclude items impacting comparability of results such as merger-related costs, and the related income tax effect of such items, allowing investors to more easily compare the Company's financial performance from period to period. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above. Forward-Looking Statements
Agenda 3 Business Overview Financial Results Overview John Engel Chairman, President & CEO Executive Vice President & CFO Dave Schulz
4 Strong Results Across The Board Strong execution and value of Wesco+Anixter drove record sales, backlog and profitability in 2021 Sales up 16% YOY and 6% sequentially on an organic basis • Effectively managing global supply chain challenges • Increased inventories to support sales growth and ensure customer service levels • Backlog at record level, up 14% sequentially and 88% YOY Gross margin up 120 basis points YOY • Focus on value-driven pricing through enhanced and rigorous margin- improvement processes Adjusted EBITDA margin up 140 basis points YOY • Strong synergy execution delivering results above expectations • Benefits accruing from structural cost takeout and increased operating leverage Adjusted EBITDA up 48%, and adjusted diluted EPS up 160% YOY Sales up 14% YOY • Leveraging increased scale, expanded product and services portfolio and global supplier relationships • Benefitting from SBU cross-selling and attractive secular growth trends • Grew backlog YOY and sequentially every month Adjusted EBITDA margin up 120 basis points YOY • Strong synergy execution delivering results above expectations • Increased target cost synergies, cross-sell synergies and pace of de- levering to target leverage range Adjusted EBITDA of $1.18 billion, up 38% on a pro forma basis Leverage of 3.9x, down 1.8x in 18 months since Anixter merger Q4 2021 FY 2021 (vs. 2020 PF) Cost and revenue synergies substantially exceeded expectations again in 2021 See appendix for non-GAAP reconciliations.
5 Secular Growth Trends Amplify Growth Opportunity Exceptionally well-positioned across all business units Supply Chain Consolidation and Relocation to North America Electrification Automation and IoT Green Energy and Grid Modernization 24/7 Connectivity and Security Digitalization
6 New Product Highlight: A/V Conference Room as a Service Service capability that leverages the end-to-end solutions of Wesco+Anixter • Recently launched A/V Conference-Room-as-a-Service offering • Subscription-based service that enables rapid deployment of multiple conference rooms as a single subscription • Solves the problem of time-consuming and expensive roll-out of multiple conference rooms and enables conference rooms to offer video collaboration in an Opex model • Offers simple to use conferencing solutions that perform like high- end systems, without the end-user challenges of complex systems For more information visit: https://www.wescoconferencerooms.com Can Configure Any Space Remote Monitoring Easy to Budget Secure24/7 Support Simple Collaboration
7 ESG Update Named to the 2022 Bloomberg Gender Equality Index for the fourth consecutive year Environmental • Reduced greenhouse gas emission intensity level by 23% • Reduced recordable rate by 55% since 2017; Wesco consistently performs 6x-8x better than peer group of distributors benchmarked by the National Association of Wholesale Distributors (NAW) • Set 2030 sustainability goals1 for landfill waste, greenhouse gas emissions and safety Social • Introduced new mission, vision and values for the combined company • Launched five Business Resource Groups to support employee communities • Appointed first Vice President of Inclusion and Diversity • Supported the United Way, Habitat for Humanity and the American Red Cross • Named to Forbes World’s Best Employers and America’s Best Employers for Women • Named to Fortune World’s Most Admired Companies list Governance • Board conducts annual review of ESG initiatives and results • New Board Member, Anne M. Cooney, elected in August 2021 Published 2021 Sustainability Report in November 1 Unless otherwise indicated, the greenhouse gas emission goal and baselines are based on the following assumptions and estimates. The baseline for our GHG goal reflects the use of a 2019 baseline to mitigate the impacts of the COVID-19 pandemic on our operations, as we anticipate a return to normalized operations during the relevant achievement period and estimated Anixter building and fleet information, based on corresponding assumptions and estimates made using historical Wesco data.
Fourth Quarter Results Overview Dave Schulz Executive Vice President & Chief Financial Officer
9 Fourth Quarter Results Overview Outstanding financial results driven by strong sales growth, margin expansion and operating leverage Q4 2021 Q4 2020 YOY Sales $4,852 $4,129 18% Gross Profit 1,008 811 24% % of sales 20.8% 19.6% +120 bps Adjusted Income from Operations 271 172 58% % of sales 5.6% 4.2% +140 bps Adjusted EBITDA 320 216 48% % of sales 6.6% 5.2% +140 bps Adjusted Diluted EPS $3.17 $1.22 160% $ millions, except per share amounts • Record sales, +16% YOY and +6% sequentially on an organic basis • Record backlog, +14% since Q3 • Gross margin +120 bps YOY • $60 million in realized cost synergies in Q4 • $145 million in cross-sell synergies in Q4 • Adjusted EBITDA +48%, and adjusted EPS +160% YOY • Adjusted EBITDA margin +140 bps YOY Versus 2019 pro forma levels, sales +11%, adjusted EBITDA +40% and adjusted EBITDA margin +130 bps See appendix for non-GAAP reconciliations. Preliminary January sales up low-teens YOY and high-teens compared to 2019 on a workday-adjusted basis
10 Fourth Quarter Adjusted EBITDA Bridge Outstanding financial results driven by strong sales growth, margin expansion and operating leverage 2020 Q4 Adjusted EBITDA Sales Gross Margin Improvement Cost Synergies Volume-related Costs & Variable Compensation Digital/IT & Other 2021 Q4 Adjusted EBITDA $216 $320 5.2% of sales 6.6% of sales +48% +140 bps $ millions See appendix for non-GAAP reconciliations.
11 FY 2021 Results Overview Outstanding financial results driven by strong sales growth, margin expansion and operating leverage FY 2021 FY 2020 PF YOY Sales $18,218 $16,017 14% Adjusted EBITDA $1,176 $855 37% % of sales 6.5% 5.3% +120 bps • Sales +14% YOY • Record backlog, +88% YOY • Adjusted EBITDA +37% YOY • Adjusted EBITDA margin +120 bps YOY Versus 2019 pro forma levels, sales +6%, adjusted EBITDA +30% and adjusted EBITDA margin +120 bps See appendix for non-GAAP reconciliations. $ millions
Continue to take share due to enhanced value proposition and complete solutions offering Fourth Quarter Drivers • Strong double-digit sales growth in all operating groups – Non-residential construction remains ahead of expectations – Industrial and MRO momentum continues, along with OEM and CIG • Backlog at record level; up 66% YOY and 9% sequentially • Adjusted EBITDA growth and margin expansion driven by synergy capture, effective cost controls and execution of margin improvement initiatives • Secular trends of electrification, automation and green energy support increased outlook and future growth Electrical & Electronic Solutions (EES) Q4 2021 Q4 2020 YOY Sales $1,995 $1,668 +18%1 Adj. EBITDA $151 $94 +59% % of sales 7.5% 5.7% +180 bps FY 2021 FY 2020 PF YOY Sales $7,621 $6,416 +19% Adj. EBITDA $604 $373 +62% % of sales 7.9% 5.8% +210 bps 12 $ millions 1 Fourth quarter sales growth shown on an organic basis. Organic sales growth represents reported sales growth adjusted to remove the effect of acquisitions, divestitures, changes in foreign currency exchange rates and differences in working days. See appendix for non-GAAP reconciliations.
Fourth Quarter Drivers • Strong quarter with sales growth in all operating groups – Network infrastructure growth led by data center and hyperscale projects – Continued strength in cloud and professional audio/visual applications – Security growth driven by increased IP-based surveillance and adoption of cloud-based technologies • Backlog at record level; up 114% YOY and 11% sequentially, including the impact of some project delays due to supply challenges • Adjusted EBITDA growth and margin expansion driven by sales execution, synergy capture and margin improvement initiatives, partially offset by a 28- basis point headwind related to safety inventory write-down • Secular trends of 24/7 connectivity, data center expansion, secure networks and IoT/automation support increased outlook and future growth Communications & Security Solutions (CSS) Record backlog and accelerating secular trends set up strong outlook for 2022 1 Fourth quarter sales growth shown on an organic basis. Organic sales growth represents reported sales growth adjusted to remove the effect of acquisitions, divestitures, changes in foreign currency exchange rates and differences in working days. See appendix for non-GAAP reconciliations. Q4 2021 Q4 2020 YOY Sales $1,515 $1,369 +9%1 Adj. EBITDA $125 $112 +12% % of sales 8.3% 8.2% +10 bps FY 2021 FY 2020 PF YOY Sales $5,715 $5,260 +9% Adj. EBITDA $481 $427 +13% % of sales 8.4% 8.1% +30 bps 13 $ millions
Fourth Quarter Drivers • Double-digit sales growth in all operating groups – Growth in utility driven by IOU customers and Public Power investments in grid modernization and new business wins – Broadband growth driven by connectivity demand and rural broadband expansion – Integrated supply up versus PY and sequentially, in-line with industrial recovery • Backlog at record level; up 113% YOY and 27% sequentially • Adjusted EBITDA growth and margin expansion driven by higher sales, cost synergies and margin improvement initiatives • Growth outlook driven by industry-leading value proposition, scope expansion and attractive secular trends of green energy and infrastructure investment Utility & Broadband Solutions (UBS) Leadership position and complete solutions offering continue to drive exceptional sales and profit growth Q4 2021 Q4 2020 YOY Sales $1,342 $1,091 +22%1 Adj. EBITDA $129 $79 +63% % of sales 9.6% 7.3% +230 bps FY 2021 FY 2020 PF YOY Sales $4,881 $4,342 +12% Adj. EBITDA $428 $320 +34% % of sales 8.8% 7.4% +140 bps 14 $ millions 1 Fourth quarter sales growth shown on an organic basis. Organic sales growth represents reported sales growth adjusted to remove the effect of acquisitions, divestitures, changes in foreign currency exchange rates and differences in working days. See appendix for non-GAAP reconciliations.
15 • Expanding pipeline of cross-sell opportunities • Strong customer relationships and global supplier partnerships • Minimal overlap between legacy Wesco and Anixter customers • Highly complementary products and services • Salesforce training and incentives in place • Opportunities to cross-sell exist across all three SBUs • Growth opportunity is further amplified by attractive secular growth trends Cross-Sell Drives Market Outperformance Successful cross-selling initiative to existing customers and new prospects Broad Portfolio of Cross-Sell Products and Services Balance of Electrical system Wire & Cable Solutions Substation and Grid Components Network Infrastructure and Security ServicesMRO Supplies Switch Gear Captured ~60% of New Target Since Merger Closed Initial Target (June 2020) First Target Increase (June 2021) Second Target Increase (January 2022) $600 $500 $170 $365 Increasing cross-sell target from $500 million to $600 million $ millions
16 $14 $34$25 $44 $50 $60 2020 2021 2022 2023 Accelerated Cost Synergy Realization Continues Accelerated synergy capture leads to increased 2023 target of $315 million Cumulative Realized Synergies 202 1 (to date) Supply Chain $115 million G&A $95 million Corporate Overhead $45 million Cumulative Realized Synergies By Type To be realizedRealized $315 $250 $188 $39 Field Operations $60 million To be realizedRealized (increased from $182) (increased from $230) (increased from $300)$ millions
17 70 70 67 65 64 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Adjusted Net Income D&A / Other Working Capital Increase Capex / IT Spend Free Cash Flow Free Cash Flow and Working Capital Days Responsively managing working capital in a high-growth, supply-constrained environment 6-day reduction Free Cash Flow (FY 2021) Net Working Capital Days1 1 Reflects net working capital days as calculated using the average ending balance sheet and income statement values of the preceding five quarters. See appendix for non-GAAP reconciliations. $578 $94 $(613) $214 $(85) $ millions
18 Leverage Improved 1.8x Since Anixter Merger 18 Months Ago Remain on accelerated track to return to target leverage range of 2.0-3.5x during second half of 2022 5.7x 5.3x 5.3x 4.9x 4.5x 4.1x 3.9x Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 • Leverage reduced 1.4x in 2021; 1.8x since Anixter merger closed • Accelerated expected timing to return to our target range from mid-2023 to 2H 2022 • Rapid deleveraging demonstrates inherent strength of our B2B distribution business model Reduction of 1.8x Net Debt / TTM Adjusted EBITDA Target Range of 2.0-3.5x Acquisition closed June 2020 See appendix for non-GAAP reconciliations.
2022 Outlook 19 FY 2022 Outlook Market growth +3% to +5% Plus: share gain/cross-sell +2% to +3% Plus: benefit of one more workday in 2022 +0.5% Reported sales +5% to +8% Adjusted EBITDA margin1 6.7% to 7.0% +20 bps to +50 bps vs PY Effective tax rate ~25% Adjusted EPS1 $11.00 to $12.00 +10% to +20% vs PY Free cash flow percent of net income ~100% 2022 Outlook does not reflect the effect of potential tax law changes or future refinancing activity. 1 Adjusted EBITDA is defined as EBITDA before other, net, non-cash stock-based compensation and merger-related costs; Adjusted EPS excludes merger-related costs, accelerated trademark amortization and the related income tax effects.
20 Summary Differentiated capabilities and execution, along with improving macro environment, drive strong 2022 outlook • 2021 was an exceptional year all around • Delivered very strong financial results capping off an outstanding first 18 months of WESCO + Anixter – Growth in every segment versus both 2020 and pre-pandemic 2019 – Expanded margins through P3+ program – Delivered strong gross and EBITDA margin expansion on value-based pricing execution and accelerated cost synergies • Took market share through sales execution and cross-selling program • Overdelivered integration synergies and again increased target cost and revenue synergies • Accelerated de-leveraging; leverage reduced 1.8x since merger close in June 2020 • Making excellent progress on our IT/Digital roadmap • Exceptionally well positioned to benefit from secular growth trends
APPENDIX
22 Glossary 1H: First half of fiscal year 2H: Second half of fiscal year A/V: Audio/visual COGS: Cost of goods sold CIG: Commercial, Institutional and Government CSS: Communications & Security Solutions (business unit) EES: Electrical & Electronic Solutions (business unit) ETR: Effective tax rate FTTx: Fiber-to-the-x (last mile fiber optic network connections) HSD: High-single digit LSD: Low-single digit MRO: Maintenance, repair and operating MTDC: Multi-tenant data center Executed synergies: Initiatives fully implemented – actions taken to generate savings Realized synergies: Savings that impact financial results versus pro forma 2019 One-time operating expenses: Operating expenses that are in or will be realized in the P&L (including cash and non-cash) Leverage: Debt, net of cash, divided by trailing-twelve-month adjusted EBITDA MSD: Mid-single digit PF: Pro Forma PY: Prior Year OEM: Original equipment manufacturer OPEX: Operating expenses ROW: Rest of world SBU: Strategic Business Unit Seq: Sequential TTM: Trailing twelve months UBS: Utility & Broadband Solutions (business unit) WD: Workday YOY: Year-over-year Abbreviations Definitions
23 Workdays Q1 Q2 Q3 Q4 FY 2019 63 64 63 62 252 2020 64 64 64 61 253 2021 62 64 64 62 252 2022 63 64 64 62 253
24 1 Gross profit is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net sales. Gross margin is calculated by dividing gross profit by net sales. Adjusted gross profit and adjusted gross margin exclude the effect of merger-related fair value adjustments to inventory of $15.7 million and an out-of-period adjustment to inventory absorption accounting of $23.3 million for three months ended December 31, 2020. Gross Profit and Free Cash Flow $ millions Gross Profit December 31, 2021 December 31, 2020 Net sales $4,852 $4,129 Cost of goods sold (excluding depreciation and amortization) 3,844 3,357 Gross profit 1,008 772 Adjustments - 39 Adjusted gross profit1 $1,008 $811 Gross margin 20.8% 18.7% Adjusted gross margin1 20.8% 19.6% Free Cash Flow December 31, 2021 December 31, 2020 Cash flow provided by operations $67 $544 Less: Capital expenditures (55) (57) Add: Merger-related expenditures 81 99 Free cash flow $94 $586 Three Months Ended Twelve Months Ended
25 Note: EBITDA and Adjusted EBITDA are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating income, non-cash stock-based compensation costs and merger-related costs. Adjusted EBITDA $ millions EES CSS UBS Corporate Total Net income attributable to common stockholders $133 $101 $123 ($204) $153 Preferred stock dividends — — — 14 14 Provision for income taxes — — — 31 31 Interest expense, net — — — 60 60 Depreciation and amortization 16 23 6 9 54 EBITDA 149 124 129 (90) 313 Other income, net (1) — — (38) (39) Stock-based compensation 2 1 — 4 7 Merger-related costs — — — 39 39 Adjusted EBITDA $151 $125 $129 ($85) $320 Adjusted EBITDA margin % 7.5% 8.3% 9.6% 6.6% Three Months Ended December 31, 2021
26 Note: EBITDA and Adjusted EBITDA are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating income, non-cash stock-based compensation costs and merger-related costs. Adjusted EBITDA $ millions EES CSS UBS Corporate Total Net income attributable to common stockholders $544 $394 $413 ($942) $409 Preferred stock dividends — — — 57 57 Provision for income taxes — — — 116 116 Interest expense, net — — — 268 268 Depreciation and amortization 56 83 22 37 198 EBITDA 600 477 435 (464) 1,048 Other (income) expense, net (2) 1 — (47) (48) Stock-based compensation 6 3 2 15 26 Merger-related costs — — — 158 159 Net gain on Canadian divestitures — — (9) — (9) Adjusted EBITDA $604 $481 $428 ($338) $1,176 Adjusted EBITDA margin % 7.9% 8.4% 8.8% 6.5% Year Ended December 31, 2021
27 Pro Forma Net Sales and Adjusted EBITDA by Segment 1 Pro forma adjustments represent Anixter’s results for the six-month period from January 6, 2020 to June 22, 2020, as previously reported in an 8-K filed on November 4, 2020, except that those results have been adjusted for the difference in reporting calendars between Anixter and Wesco. $ millions EES CSS UBS Corporate Total EES CSS UBS Corporate Total EES CSS UBS Corporate Total Net sales $5,480 $3,323 $3,523 $0 $12,326 $936 $1,937 $819 $0 $3,691 $6,416 $5,260 $4,342 $0 $16,017 EBITDA 298 255 254 (336) 471 65 143 53 (122) 139 363 398 307 (458) 610 Other (income) expense, net (2) - - - (2) - - - 7 7 (2) - - 7 5 Stock-based compensation expense 4 2 1 10 17 1 3 1 13 18 5 5 2 23 35 Merger-related costs - - - 132 132 - - - 31 31 - - - 163 163 Merger-related fair value adjustments 15 22 6 - 44 - - - - - 15 22 6 - 44 Out-of-period adjustment 13 2 4 - 19 - - - - - 13 2 4 - 19 Gain on sale of asset (20) - - - (20) - - - - - (20) - - - (20) Adjusted EBITDA $308 $281 $266 ($194) $660 $65 $146 $54 ($71) $195 $373 $427 $320 ($265) $855 Adjusted EBITDA margin % 5.6% 8.4% 7.5% 5.4% 5.8% 8.1% 7.4% 5.3% Twelve Months Ended December 31, 2020 Reported Proforma Adjustments(1) Proforma
Adjusted EPS 28 1 Adjustments include merger-related costs, a net gain on the sale of Wesco's legacy utility and data communications businesses in Canada, accelerated amortization expense associated with migrating to the Company's master brand architecture, a curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects. 2 The adjustments to income from operations have been tax effected at rates of 20% and 24% for the three and twelve months ended December 31, 2021, respectively. The adjustment to other non-operating income for the three and twelve months ended December 31, 2021 has been tax effected at a rate of 25%. $ millions, except per share amounts Reported Results Adjustments 1 Adjusted Results Reported Results Adjustments 1 Adjusted Results Income from operations $220 $51 $271 $802 $182 $983 Net interest 60 — 60 268 — 268 Other income, net (39) 37 (3) (48) 37 (12) Income before income taxes 199 14 213 582 145 727 Provision for income taxes2 31 1 33 116 34 149 Effective tax rate 15.7% 15.3% 19.9% 20.5% Net income 168 13 180 466 111 578 Less: Non-controlling interest 0 — 0 1 — 1 Net income attributable to WESCO 167 13 180 465 111 577 Preferred stock dividends 14 — 14 57 — 57 Net income attributable to common stockholders 153 13 166 408 111 519 Diluted Shares 52 52 52 52 Earnings per diluted share $2.93 $3.17 $7.84 $9.98 Three Months Ended December 31, 2021 Twelve Months Ended December 31, 2021
29 Organic Sales Growth by Segment $ millions Year-over-year: December 31, 2021 December 31, 2020 Reported Divestiture Impact Foreign Exchange Workday Impact Organic Growth EES $1,995 $1,668 19.6% (0.8)% 1.3% 1.6% 17.5% CSS 1,515 1,369 10.6% — % 0.2% 1.6% 8.8% UBS 1,342 1,091 23.0% (1.1)% 0.6% 1.6% 21.9% Total net sales $4,852 $4,129 17.5% (0.6)% 0.7% 1.6% 15.8% Sequential: December 31, 2021 September 30, 2021 Reported Foreign Exchange Workday Impact Organic Growth EES $1,995 $1,982 0.6% (0.5)% (3.1)% 4.2% CSS 1,515 1,489 1.8% (1.2)% (3.1)% 6.1% UBS 1,342 1,257 6.8% (0.1)% (3.1)% 10.0% Total net sales $4,852 $4,728 2.6% (0.6)% (3.1)% 6.3% Three Months Ended Growth/(Decline) Three Months Ended Growth/(Decline)
1 EBITDA and adjusted EBITDA for the twelve months ended December 31, 2020 gives effect to the combination of WESCO and Anixter as if it had occurred at the beginning of the respective trailing twelve-month period. 2 Other non-operating income for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. 3 Adjusted EBITDA includes the financial results of WESCO's legacy utility and data communications businesses in Canada, which were divested in the first quarter of 2021 under a Consent Agreement with the Competition Bureau of Canada. 4 Total debt is presented in the consolidated balance sheets net of debt discount and debt issuance costs and includes adjustments to record the long-term debt assumed in the merger with Anixter at its acquisition date fair value. Capital Structure and Leverage 30 $ millions Financial Leverage: December 31, 2021 December 31, 2020 Reported Proforma1 Net income attributable to common stockholders $408 $116 Net income (loss) attributable to noncontrolling interests 1 (1) Preferred stock dividends 57 30 Provision for income taxes 116 56 Interest expense, net 268 256 Depreciation and amortization 199 153 EBITDA 1,049 610 Other (income) expense, net2 (48) 5 Stock-based compensation 26 35 Merger-related costs and fair value adjustments 158 207 Out-of-period adjustment — 19 Net gain on sale of asset and Canadian divestitures (9) (20) Adjusted EBITDA3 $1,176 $855 Maturity Debt December 31, 2021 December 31, 2020 Receivables Securitization (variable) $1,270 $950 2024 Inventory Revolver (variable) 597 250 2025 2021 Senior Notes (fixed) — 500 2021 2023 Senior Notes AXE (fixed) 59 59 2023 2024 Senior Notes (fixed) — 350 2024 2025 Senior Notes AXE (fixed) 4 4 2025 2025 Senior Notes (fixed) 1,500 1,500 2025 2028 Senior Notes (fixed) 1,317 1,325 2028 Other 34 47 Various Total debt4 4,781 4,985 Less: cash and cash equivalents 213 449 Total debt, net of cash $4,568 $4,536 Leverage 3.9x 5.3x Twelve Months Ended As of,