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 (Registrants telephone number, including area code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
99.1 | Press Release dated April 21, 2011. | ||
99.2 | Slide presentation for investors. |
April 21, 2011 (Date) |
WESCO International, Inc. |
|||
/s/ Richard P. Heyse | ||||
Richard P. Heyse | ||||
Vice President and Chief Financial Officer | ||||
News Release |
| 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 |
| 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. |
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 |
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 | ||||
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 | ||||
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 |
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 | ||||
(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. |
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 | % |
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 |