WESCO International, Inc. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 19, 2007
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
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Delaware
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25-1723345 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
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225 West Station Square Drive |
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Suite 700 |
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Pittsburgh, Pennsylvania 15219
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(412) 454-2200 |
(Address of principal executive offices)
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(Registrants telephone number, including area code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
The information in this Current Report is being furnished and shall not be deemed filed for
the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
On April 19, 2007, WESCO issued a press release announcing its earnings for the first quarter
of 2007. A copy of the press release is attached hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1
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Press Release dated April 19, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WESCO International, Inc. |
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/s/ Stephen A. Van Oss |
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Stephen A. Van Oss |
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Senior Vice President, Chief Financial and |
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Administrative Officer |
Date:
April 19, 2007
EX-99.1
Exhibit 99.1
WESCO International, Inc. Reports Record Sales
for the First Quarter Ended March 31, 2007
Sales increased 15%; adjusted net income increased 16%; 3 million shares repurchased.
Contact: Stephen A. Van Oss, Senior Vice President and
Chief Financial and Administrative Officer
WESCO International, Inc. (412) 454-2271, Fax: (412) 454-2477
http://www.wesco.com
Pittsburgh, PA, April 19, 2007 WESCO International, Inc. (NYSE: WCC), a leading provider
of electrical MRO products, construction materials, and advanced integrated supply procurement
outsourcing services, today announced its first quarter 2007 financial results.
Diluted earnings per share in the current quarter were
$0.93 per share, compared with $0.86 per
share in the first quarter of 2006. Included in the current quarter were nonrecurring items totaling a net charge of
$0.06 per share. The nonrecurring items were comprised of an
after-tax charge of $4.9 million, or $0.09 per share,
relating to the settlement of litigation and an after-tax gain of
$1.6 million, or $0.03 per share, resulting from a
change in the accounting treatment of WESCOs accounts receivable securitization facility. Net income
in the first quarter was $48.2 million in 2007 versus $44.5 million in the comparable 2006 quarter.
Consolidated net sales for the first quarter 2007 were $1,450.6 million compared with $1,265.5
million in the first quarter of 2006, an increase of 15%. Sales in the current quarter from Communications Supply
Corporation (CSC), acquired in the fourth quarter of 2006, were approximately $160 million. Gross margin for
the quarter improved to 20.6% versus 20.0% reported for the
comparable quarter last year. Operating income for the quarter
totaled $82.5 million, an increase of 7% over the $76.9 million earned in the first quarter of
2006. Adjusting for the one-time litigation cost, operating income increased by 17%. Depreciation
and amortization included in operating income was $8.9 million
in the first quarter 2007 compared to $6.3 million in
the first quarter 2006.
Free cash
flow was $73 million. During the quarter WESCO purchased over three million shares of
its stock for approximately $198 million under a previously announced $400 million share repurchase
program. Since 2004, expenditures of over $1 billion on
acquisitions and share repurchases have been
made. At March 31, 2007, financial leverage, defined as total debt divided by EBITDA, was 3.1
times and compares to the year end 2004 level of 3.7 times.
Stephen A. Van Oss, Senior Vice President and Chief Financial and Administrative Officer,
stated, During the quarter, we achieved a record level of sales and first quarter records for
operating profit and net income. Excellent free cash flow and our flexible capital structure
allowed us to get a good start on our $400 million share repurchase program, which we expect to
complete over the next 12 months.
Mr. Van Oss continued, Although overall financial performance and profitability ratios,
adjusted for one-time litigation expenses, were in line with our longer term expectations, organic
sales growth and incremental profitability were below internal targets as we responded to a
transitioning economy and lower commodity prices. Core electrical sales rose 2%, while sales at
our most recent acquisition, CSC, added 13% to consolidated sales
revenue. Gross margins were maintained despite margin compression in a few commodity based
categories. Our operating cost expense ratio was above target due to the lower than expected sales for the
quarter, but supports our current outlook for the remainder of 2007.
With regard to our acquisition program, added Van Oss, CSC is performing slightly better than our
initial projections, and operational integration activities are on track. We remain committed to
full year 2007 earnings accretion of $0.35-0.40 per share. We are particularly pleased with the
early progress being made in joint sales and service activities and the identification of numerous
growth opportunities.
Roy W. Haley, Chairman and Chief Executive Officer, commented, It has been and continues to be
our view that the U.S. economy is quite resilient. Even though there has been a slowdown in
activity, market conditions, in the aggregate, remain favorable for our business. As reported, we
have encountered unanticipated sales weakness in early 2007, as capital expenditures and large
construction project spending have developed more slowly than expected. Nevertheless, we know that
there is a lot of future business being developed. A growing backlog of orders for future business
and positive feedback from customers and our sales personnel support
our expectation that full year
results for organic sales growth will be in the range of 6-8%. This level of organic growth, successful
development of acquisition synergies, and ongoing productivity
enhancement initiatives are expected to help us
achieve new year over year records for both sales and profitability.
# # #
Teleconference
WESCO will conduct a teleconference to discuss the first quarter earnings as described in this News
Release on Thursday, April 19, 2007, at 11:00 a.m. E.D.T. The conference call will be broadcast
live over the Internet and can be accessed from the Companys
website at http://www.wesco.com. The
conference call will be archived on this Internet site for seven days.
# # #
WESCO International, Inc. (NYSE: WCC) is a publicly traded Fortune 500 holding company,
headquartered in Pittsburgh, Pennsylvania, whose primary operating entity is WESCO Distribution,
Inc. WESCO Distribution is a leading distributor of electrical construction products and
electrical and industrial maintenance, repair and operating (MRO) supplies, and is the nations
largest provider of integrated supply services. 2006 annual sales were approximately $5.3 billion.
The Company employs approximately 7,000 people, maintains relationships with over 29,000 suppliers,
and serves more than 110,000 customers worldwide. Major markets include commercial and industrial
firms, contractors, government agencies, educational institutions, telecommunications businesses
and utilities. WESCO operates seven fully automated distribution centers and approximately 400
full-service branches in North America and selected international markets, providing a local
presence for area customers and a global network to serve multi-location businesses and
multi-national corporations.
The matters discussed herein may contain forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially from expectations.
Certain of these risks are set forth in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, as well as the Companys other reports filed with the Securities and
Exchange Commission.
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)
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Three Months |
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Three Months |
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Ended |
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Ended |
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March 31, 2007 |
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March 31, 2006 |
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Net sales |
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$ |
1,450.6 |
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$ |
1,265.5 |
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Cost of goods sold (excluding
depreciation and amortization below) |
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1,151.6 |
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1,012.4 |
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Gross profit |
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299.0 |
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20.6 |
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253.1 |
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20.0 |
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Selling, general and administrative expenses |
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207.6 |
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14.3 |
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169.9 |
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13.4 |
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Depreciation and amortization |
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8.9 |
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6.3 |
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Income from operations |
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82.5 |
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5.7 |
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76.9 |
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6.1 |
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Interest expense, net |
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12.2 |
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6.4 |
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Other expenses |
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5.0 |
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Income before income taxes |
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70.3 |
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4.8 |
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65.5 |
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5.2 |
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Provision for income taxes |
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22.1 |
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21.0 |
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Net income |
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48.2 |
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3.3 |
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44.5 |
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3.5 |
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Diluted earnings per common share |
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$ |
0.93 |
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$ |
0.86 |
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Weighted average common shares outstanding
and common share equivalents used in
computing diluted earnings per share (in
millions) |
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52.0 |
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51.5 |
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Note: As previously reported on March 1, 2007, in WESCOs Annual Report on Form 10-K, WESCO
amended and restated its accounts receivable securitization facility as of December 29, 2006.
Prior to the amendment and restatement, interest expense and other costs related to the Receivables
Facility were recorded as other expense in the consolidated statement of income. As of March 31,
2007, costs associated with the Receivables Facility totaled $6.2 million and are included within
interest expense in the consolidated statement of income.
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
(dollar amounts in millions)
(Unaudited)
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March 31, |
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December 31, |
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2007 |
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2006 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
55.4 |
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$ |
73.4 |
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Trade accounts receivable (See Note) |
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865.7 |
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830.0 |
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Inventories, net |
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606.1 |
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613.6 |
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Other current assets |
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90.7 |
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101.1 |
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Total current assets |
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1,617.9 |
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1,618.1 |
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Other assets |
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1,201.9 |
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1,205.9 |
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Total assets |
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$ |
2,819.8 |
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$ |
2,824.0 |
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Liabilities and Stockholders Equity |
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Current Liabilities |
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Accounts payable |
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$ |
646.6 |
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$ |
590.3 |
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Other current liabilities |
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596.6 |
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563.4 |
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Total current liabilities |
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1,243.2 |
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1,153.7 |
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Long-term debt (See Note) |
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777.2 |
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743.9 |
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Other noncurrent liabilities |
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176.2 |
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163.2 |
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Total liabilities |
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2,196.6 |
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2,060.8 |
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Stockholders Equity |
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Total stockholders equity |
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623.2 |
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763.2 |
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Total liabilities and stockholders equity |
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$ |
2,819.8 |
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$ |
2,824.0 |
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Note: As previously noted, WESCO amended and restated its accounts receivable
securitization facility as of December 29, 2006. Historically, accounts receivable sold under
the facility were removed from the consolidated balance sheet and accounted for as an
off-balance sheet arrangement. Effective with the amendment, sales of accounts receivable
pursuant to the facility no longer qualify for sale treatment under GAAP. Therefore, the
consolidated balance sheets as of March 31, 2007 and December 31, 2006 reflect $440 million and
$390.5 million of additional accounts receivable and related borrowings.
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in millions)
(Unaudited)
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Twelve Months |
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Twelve Months |
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Ended |
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Ended |
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Financial Leverage: |
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March 31, 2007 |
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December 31, 2004 |
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Income from operations |
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$ |
370,593 |
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$ |
149,446 |
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Depreciation and amortization |
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31,308 |
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18,143 |
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EBITDA |
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$ |
401,901 |
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167,589 |
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A/R Securitization Program |
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$ |
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208,000 |
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Short term debt |
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465,000 |
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Current debt |
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2,611 |
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31,413 |
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Long term debt |
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777,238 |
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386,173 |
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Total debt |
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$ |
1,244,849 |
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$ |
625,586 |
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Financial leverage ratio |
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3.1 |
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3.7 |
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Note: As previously noted, WESCO amended and restated its accounts receivable
securitization facility as of December 29, 2006, which changed the accounting treatment for
borrowings under the facility and accounts receivable to on-balance sheet from off-balance
sheet. As of March 31, 2007, borrowings outstanding under the Receivables Facility totaled $440
million and are included within short term debt. Total indebtedness (including A/R Securitization
Program) is provided by the Company for use in calculation of the Companys financial leverage
ratio.
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Three Months |
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Ended |
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Free Cash Flow: |
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March 31, 2007 |
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Cash flow provided by operations |
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$ |
75,637 |
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Less: Capital expenditures |
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(2,848 |
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Free cash flow (excluding effects of A/R
Securitization Program) (See Note) |
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$ |
72,789 |
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Note: Free cash flow is provided by the Company as an additional liquidity measure.
Capital expenditures are deducted from operating cash flow to determine free cash flow. This
amount represents excess funds available to management to service all of its financing needs.