e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2011
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  25-1723345
(IRS Employer Identification No.)
     
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)
  (412) 454-2200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition.
     The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
     On April 21, 2011, WESCO International, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2011. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
     The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
     A slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company’s financial results for the first quarter of 2011 is included in Exhibit 99.2 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
     (d) Exhibits
  99.1   Press Release dated April 21, 2011.
 
  99.2   Slide presentation for investors.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
April 21, 2011
(Date) 
WESCO International, Inc.
 
 
  /s/ Richard P. Heyse    
  Richard P. Heyse   
  Vice President and Chief Financial Officer   
 

 

exv99w1
Exhibit 99.1
     
(WESCO DISTRIBUTION LOGO)
 

News Release
 
WESCO International, Inc. Reports
First Quarter 2011 Results
     First quarter results compared to the prior year:
    Diluted EPS of $0.74 per share, up 68% from $0.44 per share
 
    Net income of $37.3 million, up 94% from $19.2 million
 
    Operating margin of 4.5%, up 120 basis points from 3.3%
 
    Consolidated sales of $1.43 billion increased 25% from $1.15 billion
PITTSBURGH, April 21, 2011/PRNewswire/ — WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, and advanced supply chain management and logistics services, today announced its 2011 first quarter financial results.
The following are results for the three months ended March 31, 2011 compared to the three months ended March 31, 2010:
    Consolidated net sales were $1,431.3 million for the first quarter of 2011, compared to $1,148.6 million for the first quarter of 2010. The 24.6% increase in sales includes a 7.0% positive impact from acquisitions and a 1.1% positive impact from foreign exchange rates, resulting in organic sales growth of 16.5%. Sequential sales increased 7.5% and includes a 5.1% positive impact from acquisitions and a 0.5% positive impact from foreign exchange. Sequential sales per workday in the first quarter was 9.1%.
 
    Gross profit was $286.0 million, or 20.0% of sales, for the first quarter of 2011, compared to $227.4 million, or 19.8% of sales, for the first quarter of 2010.
 
    Sales, general & administrative (SG&A) expenses were $213.8 million, or 14.9% of sales, for the current quarter, compared to $183.0 million, or 15.9% of sales, for the first quarter of 2010.
 
    Operating profit was $64.7 million for the current quarter, up 69% from $38.3 million for the comparable 2010 quarter. Operating profit as a percentage of sales was 4.5% in 2011, up 120 basis points from 3.3% in 2010.

 


 

    Total interest expense for the first quarter of 2011 was $12.6 million, compared to $13.5 million for the first quarter of 2010. Non-cash interest expense for the first quarter of 2011 and 2010 was $0.6 million and $1.3 million, respectively.
 
    The effective tax rate for the current quarter was 28.4%, compared to 29.5% for the prior year quarter.
 
    Net income of $37.3 million for the current quarter was up 94% from $19.2 million for the prior year quarter.
 
    Diluted earnings per share for the first quarter of 2011 was $0.74 per share, based on 50.4 million diluted shares, up 68% from $0.44 per share in the first quarter of 2010, based on 43.7 million diluted shares. The three acquisitions made over the past nine-months, Potelcom in June, TVC Communications in December and RECO in March, had a favorable impact of approximately $0.09 per share on first quarter results.
 
    Free cash flow for the first quarter of 2011 was $26.2 million, or 70% of net income, compared to free cash flow of $66.5 million for the first quarter of 2010.
Mr. John J. Engel, WESCO’s Chief Executive Officer, stated, “Our first quarter results were excellent and build upon the increasing momentum that we generated in our business in 2010. First quarter sales were up 25% over last year and backlog increased 9% versus year end 2010 levels. Execution of our growth initiatives continues, and we’re encouraged with the improving profit quality of our business. Operating margins improved to 4.5% in the first quarter, up 120 basis points versus last year, and net income increased over 94%, driven by an effective combination of gross margin expansion and operating cost leverage. In addition, the three acquisitions that we made over the last nine months are exceeding plan and have strengthened our business.”
Mr. Engel continued, “We expect that the market will remain very competitive as the global economic recovery continues. The broad based strength and diversity of our business positions us well for strong financial results as the industrial market grows and the non-residential construction and utility markets begin to improve as we move through 2011 and 2012. Our first quarter performance provides a solid base for another strong year in 2011 as we continue to execute our growth initiatives, invest in our business and further improve our market position.”
# # #

 


 

Teleconference
WESCO will conduct a teleconference to discuss the first quarter earnings as described in this News Release on Thursday, April 21, 2011, at 11:00 a.m. E.D.T. The conference call will be broadcast live over the Internet and can be accessed from the Company’s website at http://www.wesco.com. The conference call will be archived on this Internet site for seven days.
# # #
WESCO International, Inc. (NYSE: WCC), a publicly traded Fortune 500 company headquartered in Pittsburgh, Pennsylvania, is a leading provider of electrical, industrial, and communications maintenance, repair and operating (“MRO”) and original equipment manufacturers (“OEM”) products, construction materials, and advanced supply chain management and logistics services. 2010 annual sales were approximately $5.1 billion. The Company employs approximately 6,800 people, maintains relationships with over 17,000 suppliers, and serves over 100,000 customers worldwide. Customers include industrial and commercial businesses, contractors, governmental agencies, institutions, telecommunications providers and utilities. WESCO operates seven fully automated distribution centers and over 400 full-service branches in North America and international markets, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
# # #
The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as the Company’s other reports filed with the Securities and Exchange Commission.
Contact: Richard Heyse, Vice President & Chief Financial Officer
WESCO International, Inc. (412) 454-2392, Fax: (412) 222-7566
http://www.wesco.com

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)
                                 
    Three Months             Three Months          
    Ended             Ended          
    March 31,             March 31,          
    2011             2010          
 
                               
Net sales
  $ 1,431.3             $ 1,148.6          
Cost of goods sold (excluding depreciation and amortization below)
    1,145.3       80.0 %     921.2       80.2 %
Selling, general and administrative expenses
    213.8       14.9 %     183.0       15.9 %
Depreciation and amortization
    7.5               6.1          
 
                           
Income from operations
    64.7       4.5 %     38.3       3.3 %
Interest expense, net
    12.6               13.5          
Other income
                  (2.5 )        
 
                           
Income before income taxes
    52.1       3.6 %     27.3       2.4 %
Provision for income taxes
    14.8               8.1          
 
                           
Net income
  $ 37.3       2.6 %   $ 19.2       1.7 %
 
                           
 
                               
Diluted earnings per common share
  $ 0.74             $ 0.44          
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in millions)
    50.4               43.7          

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(dollar amounts in millions)
(Unaudited)
                 
    March 31,     December 31,  
    2011     2010  
 
               
Assets
               
Current Assets
               
Cash and cash equivalents
  $ 52.4     $ 53.6  
Trade accounts receivable, net
    885.4       792.7  
Inventories, net
    631.1       588.8  
Other current assets
    64.8       78.6  
 
           
Total current assets
    1,633.7       1,513.7  
Other assets
    1,318.8       1,313.1  
 
           
Total assets
  $ 2,952.5     $ 2,826.8  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
Accounts payable
  $ 650.4     $ 537.5  
Current debt
    4.8       4.0  
Other current liabilities
    151.6       166.7  
 
           
Total current liabilities
    806.8       708.2  
 
               
Long-term debt
    703.3       725.9  
Other noncurrent liabilities
    243.2       244.1  
 
           
Total liabilities
    1,753.3       1,678.2  
 
               
Stockholders’ Equity
               
Total stockholders’ equity
    1,199.2       1,148.6  
 
           
Total liabilities and stockholders’ equity
  $ 2,952.5     $ 2,826.8  
 
           

 


 

WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollar amounts in millions)
(Unaudited)
                 
    Three Months
Ended
    Three Months
Ended
 
    March 31,
2011
    March 31,
2010
 
 
               
Operating Activities:
               
Net income
  $ 37.3     $ 19.2  
Add back (deduct):
               
Depreciation and amortization
    7.5       6.1  
Deferred income tax
    (0.1 )     0.3  
Change in Trade and other receivables, net
    (69.7 )     (41.2 )
Change in Inventories, net
    (38.7 )     2.1  
Change in Accounts Payable
    107.4       78.9  
Other
    (11.9 )     3.3  
 
           
Net cash provided by operating activities
    31.8       68.7  
 
               
Investing Activities:
               
Capital expenditures
    (5.6 )     (2.2 )
Acquisition payments
    (7.8 )     (0.1 )
Equity distribution
          1.4  
Other
    0.1        
 
           
Net cash used by investing activities
    (13.3 )     (0.9 )
 
               
Financing Activities:
               
Debt borrowing (repayments), net
    (22.6 )     (57.4 )
Equity activitiy, net
          0.8  
Other
    1.5       (5.8 )
 
           
Net cash used by financing activities
    (21.1 )     (62.4 )
 
               
Effect of exchange rate changes on cash and cash equivalents
    1.4       3.4  
 
           
 
               
Net change in cash and cash equivalents
    (1.2 )     8.8  
Cash and cash equivalents at the beginning of the period
    53.6       112.3  
 
           
Cash and cash equivalents at the end of the period
  $ 52.4     $ 121.1  
 
           

 


 

WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands)
(Unaudited)
                 
    Twelve Months     Twelve Months  
    Ended     Ended  
    March 31,     December 31,  
    2011     2010  
Financial Leverage:
               
Income from operations
  $ 237,388     $ 210,919  
Depreciation and amortization
    25,380       23,935  
 
           
EBITDA(1)
  $ 262,768     $ 234,854  
 
           
                 
    March 31,     December 31,  
    2011     2010  
Current Debt
  $ 4,836     $ 3,988  
Long-term Debt
    703,339       725,893  
Debt discount related to convertible debentures(2)
    177,822       178,427  
 
           
Total Debt including debt discount
  $ 885,997     $ 908,308  
 
           
 
               
Financial leverage ratio
    3.4       3.9  
Note: Financial leverage is provided by the Company as an indicator of capital structure position. Financial leverage is calculated by dividing total debt, including debt discount, by the trailing twelve months earnings before interest, taxes, depreciation and amortization (EBITDA).
                 
    Three Months     Three Months  
    Ended     Ended  
    March 31,     March 31,  
(dollar amounts in millions)   2011     2010  
Free Cash Flow:
               
Cash flow provided by operations
  $ 31.8     $ 68.7  
Less: Capital Expenditures
    (5.6 )     (2.2 )
 
           
Free Cash Flow
  $ 26.2     $ 66.5  
 
           
Note: Free cash flow is provided by the Company as an additional liquidity measure. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to provide a source of funds for any of the Company’s financing needs.
 
(1)   EBITDA does not include proforma adjustments for recent acquisitions.
 
(2)   The convertible debentures are presented in the consolidated balance sheet in long-term debt net of the unamortized discount.

 


 

WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
(dollar amounts in millions)
(Unaudited)
                 
    Three Months     Three Months  
    Ended     Ended  
    March 31,     March 31,  
    2011     2010  
Gross Profit:
               
Net Sales
  $ 1,431.3     $ 1,148.6  
Cost of goods sold (excluding depreciation and amortization)
    1,145.3       921.2  
 
           
Gross profit
  $ 286.0     $ 227.4  
 
           
Gross margin
    20.0 %     19.8 %
Note: Gross profit is provided by the Company as an additional financial measure. Gross profit is calculated by subtracting cost of goods sold, excluding depreciation and amortization, from net sales. This amount represents a commonly used financial measure within the distribution industry. Gross margin is calculated by dividing gross profit by net sales.

 

exv99w2
Exhibit 99.2
Supplemental Financial Data WESCO First Quarter 2011 April 21, 2011


 

Safe Harbor Statement Note: All statements made herein that are not historical facts should be considered as "forward- looking statements" within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to, debt level, changes in general economic conditions, fluctuations in interest rates, increases in raw materials and labor costs, levels of competition and other factors described in detail in Form 10-K for WESCO International, Inc. for the year ended December 31, 2010 and any subsequent filings with the Securities & Exchange Commission. Any numerical or other representations in this presentation do not represent guidance by management and should not be construed as such.


 

First Quarter 2011 Results Q1 Outlook Provided First Quarter 2011 Performance First Quarter 2011 Performance Sales growth expected to be at or above 16% (including acquisitions; excluding price and F/X impact) Sales growth up 25% versus prior year; up 7.5% sequentially Gross margin expected to be at or above 19.6% Gross margin of 20.0%, up 20 basis points over prior year Operating margin expected to be at or above 4.1% Operating margin of 4.5%, up 120 basis points versus prior year Tax rate expected to be in the range of 28% to 30% Effective tax rate of 28.4%


 

Organic Sales Analysis Versus Prior Year ------------------------------------ 2010 ------------------------------------ ------------------------------------ 2010 ------------------------------------ ------------------------------------ 2010 ------------------------------------ ------------------------------------ 2010 ------------------------------------ ------------------------------------ 2010 ------------------------------------ 2011 Q1 Q2 Q3 Q4 Full Year Q1 Consolidated Sales Growth (2.6%) 8.6% 14.9% 17.6% 9.5% 24.6% F/X (1.8%) (1.9%) (0.9%) (0.7%) (1.3%) (1.1%) Acquisitions 0 0 (0.7%) (1.1%) (0.4%) (7.0%) Organic Sales Growth (4.4%) 6.7% 13.3% 15.8% 7.8% 16.5% Management Estimated Price Impact 1.5% 3.0% 2.5% 3.0% 2.5% 3.5%


 

End Market Q1 2011 vs. Q1 2010 Q1 2011 vs. Q4 2010 Comments WESCO Consolidated 17.6% 2.5% Third consecutive quarter of year-over-year double digit sales organic growth; 2010 Q3 13%; Q4 16%; 2011 Q1 18%4% sequential growth in Q1 2011 on equal workdays basisAll six product categories grew double digits for the quarter versus last year, data communication products up 24% Industrial 21.6% 8.9% 12 of 16 Global Account industry verticals grew double digits versus last yearStrong bidding activity continues; Global Accounts opportunity pipeline over $2.0+ billionMacro indicators point to continued industrial expansion and future capital expenditures Construction 21.2% (2.3%) Backlog is up 22% over last year and up 9% since year-endConstruction sales to electrical and data contractors grew double digits versus last yearInitial stabilization in non-residential construction market expected in 2011 Utility (4.6%) (5.0%) Competitive environment remains challenging; outlook for moderate recovery in utility in 2011Investor owned utilities increasing bidding activity of MRO and upgrade projectsSales growth excluding loss of the non-renewal of two utility alliances was up 7% in Q1 versus last year; No further impact from the lost alliances in Q2 Commercial, Institutional, Government (CIG) 17.7% 8.3% Sales to government agencies and federal contractors were flat in Q1$400+ million government and stimulus opportunity pipelineOverall spending at municipal, state and federal government levels expected to moderate First Quarter 2011 End Market Comments Core year-over-year and sequential quarterly sales comparisons Note: Excludes estimated impact of acquisitions.


 

Key Financial Metrics Key Financial Metrics Key Financial Metrics 12/31/2010 3/31/2011 Liquidity1 $338 million $354 million Full Year and Quarterly Free Cash Flow $112 million $26 million Financial Leverage (Par Value Debt with Reported EBITDA) 3.9x 3.4x Financial Leverage (Pro Forma including TVC TTM EBITDA) 3.5x 3.1x ($Millions) Outstanding at December 31, 2010 Outstanding at December 31, 2010 Outstanding at March 31, 2011 Outstanding at March 31, 2011 DebtMaturity Schedule DebtMaturity Schedule AR Securitization (V) $370 $345 $345 2013 Inventory Revolver (V) $0 $3 $3 2013 Real Estate Mortgage (F) $39 $39 $39 2013 2017 Bonds (F) $150 $150 $150 2017 2029 Convertible Bonds (F) $345 $345 $345 2029 (No Put) Other (F) $5 $4 $4 N/A Total Debt $909 $886 $886 Capital Structure V = Variable Rate Debt F = Fixed Rate Debt 1 Asset-backed facilities total availability plus invested cash


 

Convertible Debt as of March 31, 2011 GAAP vs. Non-GAAP Debt Reconciliation Non-Cash Interest Expense Schedule ($ millions) ($ millions) ($ millions) ($ millions) ($ millions) Year 2029 Bond 2011 $2.4 2012 $2.7 2013 $3.1 Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Convertible Debentures(000s) Maturity Par Value of Debt Debt Discount Debt per Balance Sheet 2026 $ 221 $ (5) 216 2029 $ 345,000 $ (177,816) $ 167,184 Total $ 345,221 $ (177,821) $ 167,400


 

Convertible Debt and SARs/Options EPS Dilution Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Weighted Average Quarterly Share Count Stock Price Incremental Shares from2029 Convertible Debt(in millions)3 Incremental Shares from SARs/Option Awards(in millions) Total Diluted Share Count (in millions)4 $50.00 5.05 1.22 49.33 Q1 2011 Average ($57.53) 5.96 1.42 50.43 $60.00 6.20 1.47 50.73 $75.00 7.35 1.90 52.32 $100.00 8.50 2.29 53.85 2029 Convertible Debt Details 2029 Convertible Debt Details Conversion Price $28.8656 Conversion Rate 34.6433 1 Underlying Shares 11,951,939 2 Footnotes: Footnotes: Footnotes: 2029 Convertible Debenture 1 1000/28.8656 2 $345 million/28.8656 3 (Underlying Shares x Avg. Quarterly Stock Price) minus $345 millionAvg. Quarterly Stock Price (Underlying Shares x Avg. Quarterly Stock Price) minus $345 millionAvg. Quarterly Stock Price 4 Basic Share Count of 43.06 million shares Basic Share Count of 43.06 million shares


 

Q2 Outlook Category Q2 2011 Expectations Sales Growth Expected to be at or above 21% YOY including acquisitions; pricing and F/X rates assumed consistent with Q1 levels Gross Margins Expected to be at or above 19.6%, up 30 basis points versus prior year; Q2 down sequentially due to seasonal business mix Operating Margins Expected to be at or above 4.8% Tax Rate Expected to be approximately 30%


 

2011 Full Year Outlook Category 2011 Expectations(Provided January 27, 2011) Revised 2011 Expectations(April 21, 2011) Sales Growth Expected to be at or above 12% including acquisitions but excluding pricing and F/X impact Expected to be at or above 17% including acquisitions; Pricing and F/X rates assumed consistent with Q1 levels Gross Margins N/A Expected to be at or above 19.7% Operating Margins Expected to be at or above 4.7% Expected to be at or above 4.9% Effective Tax Rate Expected to be in the range of 28% to 30% Expected to be in the range of 29% to 30% Cash Flow Expected to be at least 80% of net income No change