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| WCC > SEC Filings for WCC > Form 10-K on 1-Mar-2013 | All Recent SEC Filings |
1-Mar-2013
Annual Report
items may be required. We believe the following critical accounting policies
affect our judgments and estimates used in the preparation of our consolidated
financial statements.
Revenue Recognition
Revenues are recognized for product sales when title, ownership and risk of loss
pass to the customer, or for services when the service is rendered. In the case
of stock sales and special orders, a sale occurs at the time of shipment from
our distribution point, as the terms of our sales are predominantly FOB shipping
point. In cases where we process customer orders but ship directly from our
suppliers, revenue is recognized once product is shipped and title has passed.
In all cases, revenue is recognized once the sales price to our customer is
fixed or is determinable and we have reasonable assurance as to the
collectability.
In certain customer arrangements, we provide services such as inventory
management. We may perform some or all of the following services for customers:
determine inventory stocking levels; establish inventory reorder points; launch
purchase orders; receive material; put away material; and pick material for
order fulfillment. We recognize revenue for services rendered during the period
based upon a previously negotiated fee arrangement. We also sell inventory to
these customers and recognize revenue at the time title and risk of loss
transfers to the customer.
Selling, General and Administrative Expenses
We include warehousing, purchasing, branch operations, information services, and
marketing and selling expenses in this category, as well as other types of
general and administrative costs.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. We have a systematic
procedure using estimates based on historical data and reasonable assumptions of
collectibles made at the local branch level and on a consolidated corporate
basis to calculate the allowance for doubtful accounts.
Excess and Obsolete Inventory
We write down our inventory to its net realizable value based on internal
factors derived from historical analysis of actual losses. We identify items at
risk of becoming obsolete, which are defined as excess of 36 months supply
relative to demand or movement. We then analyze the ultimate disposition of
previously identified excess inventory items, such as sold, returned to
supplier, or scrapped. This item by item analysis allows us to develop an
estimate of the likelihood that an item identified as being in excess supply
ultimately becomes obsolete. We apply the estimate to inventory items currently
in excess of 36 months supply, and reduce our inventory carrying value by the
derived amount. We revisit and test our assumptions on a periodic basis.
Historically, we have not had material changes to our assumptions and do not
anticipate any material changes in the future.
Supplier Volume Rebates
We receive rebates from certain suppliers based on contractual arrangements with
them. Since there is a lag between actual purchases and the rebates received
from the suppliers, we must estimate and accrue the approximate amount of
rebates available at a specific date. We record the amounts as other accounts
receivable on the balance sheet. The corresponding rebate income is recorded as
a reduction of cost of goods sold. The appropriate level of such income is
derived from the level of actual purchases made by us from suppliers. Supplier
volume rebate rates have historically ranged between approximately 0.8% and 1.3%
of sales depending on market conditions. In 2012, the rebate rate was 1.3%.
Goodwill and Indefinite Life Intangible Assets
We test goodwill and indefinite life intangible assets for impairment annually
during the fourth quarter using information available at the end of September,
or more frequently when events or circumstances occur indicating that their
carrying value may not be recoverable. We test for goodwill impairment on a
reporting unit level. The evaluation of impairment involves comparing the
current fair value of goodwill and indefinite life intangible assets to the
recorded value. We estimate the fair value of goodwill using a combination of
discounted cash flow analyses and market multiples. Assumptions used for these
fair value techniques are based on a combination of historical results, current
forecasts, market data and recent economic events. We evaluate the
recoverability of indefinite life intangible assets using a discounted cash flow
analysis based on projected financial information. The determination of fair
value involves significant management judgment and we apply our best judgment
when assessing the reasonableness of financial projections. Two primary
assumptions were a discount rate of 9.8% and a terminal growth rate of 5.0%.
A possible indicator of goodwill impairment is the relationship of a company's
market capitalization to its book value. As of December 31, 2012, our market
capitalization exceeded our book value and there were no reporting units
sensitive to impairment.
The reported value of indefinite life trademarks totaled $105.1 million and
$46.9 million at December 31, 2012 and 2011, respectively. Two trademarks
totaling $18.1 million are most sensitive to a decline in financial performance.
We are taking actions to improve our financial performance related to these
businesses; however, we cannot predict whether or not there will be certain
events that could adversely affect the reported value of these trademarks.
Intangible Assets
We account for certain economic benefits purchased as a result of our
acquisitions, including customer relations, distribution agreements, technology
and trademarks, as intangible assets. Most trademarks have an indefinite life.
We amortize all other intangible assets over a useful life determined by the
expected cash flows produced by such intangibles and their respective tax
benefits. Useful lives vary between 4 and 20 years, depending on the specific
intangible asset.
Insurance Programs
We use commercial insurance for auto, workers' compensation, casualty and health
claims as a risk sharing strategy to reduce our exposure to catastrophic losses.
Our strategy involves large deductibles where we must pay all costs up to the
deductible amount. We estimate our reserve based on historical incident rates
and costs.
Income Taxes
We recognize deferred tax assets and liabilities for expected future tax
consequences of events that have been included in our consolidated financial
statements or tax returns. Deferred tax assets and liabilities are determined
based on the difference between the financial reporting and the tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse.
We record our deferred tax assets at amounts that are expected to be realized.
We evaluate future taxable income and potential tax planning strategies in
assessing the potential need for a valuation allowance. Should we determine that
it is more likely than not that we would not be able to realize all or part of
our deferred tax assets in the future, an adjustment to the deferred tax asset
would be charged to income in the period such determination was made.
We account for uncertainty in income taxes using a recognition threshold and
measurement attribute prescribed by income tax accounting guidance. We
frequently review tax issues and positions taken on tax returns to determine the
need and amount of contingency reserves necessary to cover any probable audit
adjustments.
Convertible Debentures
We separately account for the liability and equity components of our convertible
debentures in a manner that reflects our nonconvertible debt borrowing rate. We
estimate our non-convertible debt borrowing rate through a combination of
discussions with our financial institutions and review of relevant market data.
The discounts to the convertible debenture balances are amortized to interest
expense, using the effective interest method, over the implicit life of the
debentures.
Stock-Based Compensation
Our stock-based employee compensation plans are comprised of stock options,
stock-settled stock appreciation rights, restricted stock units, and
performance-based awards. Compensation cost for all stock-based awards is
measured at fair value on the date of grant, and compensation cost is
recognized, net of estimated forfeitures, over the service period for awards
expected to vest. The fair value of stock options and stock-settled appreciation
rights is determined using the Black-Scholes valuation model. The
performance-based awards are valued based upon a Monte Carlo simulation model.
Expected volatilities are based on historical volatility of our common stock. We
estimate the expected life of stock options and stock-settled stock appreciation
rights using historical data pertaining to option exercises and employee
terminations. The risk-free rate is based on the U.S. Treasury yields in effect
at the time of grant. The forfeiture assumption is based on our historical
employee behavior, which we review on an annual basis. Restricted stock units
with vesting dependent upon service conditions are valued based on the market
price on the grant date. No dividends are assumed for stock-based awards.
Results of Operations
The following table sets forth the percentage relationship to net sales of
certain items in our consolidated statements of income for the periods
presented.
Year Ended December 31, 2012 2011 2010 Net sales 100.0 % 100.0 % 100.0 % Cost of goods sold 79.8 79.8 80.3 Selling, general and administrative expenses 14.6 14.2 15.1 Depreciation and amortization 0.5 0.5 0.5 Income from operations 5.1 5.5 4.1 Interest expense 0.7 0.9 1.1 Loss on debt extinguishment 0.1 - - Other income - - (0.1 ) Income before income taxes 4.3 4.6 3.1 Provision for income taxes 1.2 1.4 0.8 Net income attributable to WESCO International, Inc. 3.1 % 3.2 % 2.3 % |
2012 Compared to 2011
Net Sales. Sales in 2012 increased 7.4% to $6,579.3 million, compared with
$6,125.7 million in 2011. Sales were positively impacted by execution of our
growth initiatives and recent acquisitions. The increase in sales included a
positive impact from acquisitions of 3.3% and a negative impact from foreign
exchange of 0.3%. Additionally, management estimates the price impact on net
sales was approximately 1.0%.
Cost of Goods Sold. Cost of goods sold increased 7.3% in 2012 to $5,247.9
million, compared with $4,889.1 million in 2011. Cost of goods sold as a
percentage of net sales was 79.8% in both 2012 and 2011.
Selling, General and Administrative ("SG&A") Expenses. SG&A expenses include
costs associated with personnel, shipping and handling, travel, advertising,
facilities, utilities and bad debts. SG&A expenses increased by $89.0 million,
or 10.2%, to $961.0 million in 2012. The increase in SG&A expenses is primarily
due to the $36 million 2012 fourth quarter charge related to the ArcelorMittal
jury verdict. Additionally, SG&A expenses increased due to the impact from
recent acquisitions of $29.7 million and compensation expenses related to the
growth in sales. As a percentage of net sales, SG&A expenses increased to 14.6%
of sales, compared with 14.2% in 2011.
SG&A payroll expenses for 2012 of $661.6 million increased by $52.7 million
compared to 2011. The increase in SG&A payroll expense was primarily due to an
increase in salary expense of $40.8 million and an increase in benefits of
$15.5 million. These increases are primarily due to an increase in headcount,
which is the result of both recent acquisitions and organic growth initiatives.
Temporary labor costs and other SG&A payroll related costs each decreased $2.0
million.
The remaining SG&A expenses for 2012 of $263.3 million increased by $0.2 million
compared to 2011.
Depreciation and Amortization. Depreciation and amortization increased $6.0
million to $37.6 million in 2012, compared with $31.6 million in 2011. The
increase in depreciation and amortization was primarily due to the impact from
recent acquisitions of $4.6 million.
Income from Operations. Income from operations decreased by $0.1 million to
$332.9 million in 2012, compared to $333.0 million in 2011.
Interest Expense. Interest expense totaled $47.8 million in 2012, compared
with $53.6 million in 2011, a decrease of 10.9%. Non-cash interest expense,
which includes convertible debt interest, interest related to uncertain tax
positions, and the amortization of deferred financing fees, for 2012 and 2011
was $1.5 million and $8.8 million, respectively.
Loss on Debt Extinguishment. In 2012, a loss on debt extinguishment of $3.5
million was incurred due to the redemption of the 2017 Notes.
Income Taxes. Our effective income tax rate decreased to 28.4% in 2012,
compared with 29.8% in 2011, primarily as a result of the increase in taxable
income outside the United States that is taxed at a lower rate.
Net Income. Net income increased by $5.5 million, or 2.8%, to $201.8 million
in 2012, compared to $196.2 million in 2011.
Net Loss attributable to noncontrolling interest. Net loss attributable to
noncontrolling interest totaled less than $0.1 million in 2012 and 2011.
Net Income attributable to WESCO International, Inc. Net income and diluted
earnings per share attributable to WESCO International, Inc. on a consolidated
basis totaled $201.8 million and $3.95 per share, respectively, in 2012,
compared with $196.3 million and $3.96 per share, respectively, in 2011.
2011 Compared to 2010
Net Sales. Sales in 2011 increased 21.0% to $6,125.7 million, compared with
$5,063.9 million in 2010. Sales were positively impacted by our growth
initiatives, improved conditions in our markets served, favorable foreign
currency exchange rates positively impacting net sales by 0.8%, and acquisitions
positively impacting net sales by 6.8%. Additionally, management estimates the
price impact on net sales was approximately 3.0%.
Cost of Goods Sold. Cost of goods sold increased 20.3% in 2011 to $4,889.2
million, compared with $4,065.4 million in 2010. Cost of goods sold as a
percentage of net sales was 79.8% in 2011 versus 80.3% in 2010. The decrease in
the cost of goods sold percentage was primarily due to the margin impact from
recent acquisitions and higher supplier volume rebate rates driven by the
increase in sales.
Selling, General and Administrative Expenses. SG&A expenses include costs
associated with personnel, shipping and handling, travel, advertising,
facilities, utilities and bad debts. SG&A expenses increased by $108.4 million,
or 14.2%, to $872.0 million in 2011. The increase in SG&A expenses is primarily
due to compensation expenses related to the growth in sales and the impact from
recent acquisitions of $44.6 million. As a percentage of net sales, SG&A
expenses decreased to 14.2% of sales, compared with 15.1% in 2010. SG&A expenses
increased at a lower rate than sales due to the continued effectiveness of our
cost control initiatives and the fixed cost nature of certain SG&A expense
components.
SG&A payroll expenses for 2011 of $608.9 million increased by $81.4 million
compared to 2010. The increase in SG&A payroll expense was primarily due to an
increase in salary expense of $43.9 million and an increase in commissions and
incentives of $23.7 million. These increases are primarily due to an increase in
headcount, which is the result of both recent acquisitions and organic growth
initiatives.
The remaining SG&A expenses for 2011 of $263.1 million increased by $27.0
million compared to 2010 due to an increase in variable operating expenses
associated with the growth in sales.
Depreciation and Amortization. Depreciation and amortization increased $7.7
million to $31.6 million in 2011, compared with $23.9 million in 2010. The
increase in depreciation and amortization was primarily due to an increase in
capital expenditures from $15.1 million in 2010 to $33.3 million in 2011.
Income from Operations. Income from operations increased by $122.1 million,
or 57.9%, to $332.9 million in 2011, compared to $210.9 million in 2010.
Interest Expense. Interest expense totaled $53.6 million in 2011, compared
with $57.6 million in 2010, a decrease of 6.9%. In 2010, interest expense was
negatively impacted by $4.2 million resulting from the resolution of an
outstanding tax matter.
Other Income. No other income was reported in 2011. In 2010, other income was
comprised of equity income from the LADD joint venture totaling $4.3 million.
Income Taxes. Our effective income tax rate increased to 29.8% in 2011,
compared with 26.7% in 2010, primarily as a result of the increase in taxable
income in the United States.
Net Income. Net income increased by $80.8 million, or 69.9%, to $196.2
million in 2011, compared to $115.4 million in 2010.
Net Loss attributable to noncontrolling interest. Net loss attributable to
noncontrolling interest totaled less than $0.1 million in 2011.
Net Income attributable to WESCO International, Inc. Net income and diluted
earnings per share attributable to WESCO International, Inc. on a consolidated
basis totaled $196.3 million and $3.96 per share, respectively, in 2011,
compared with $115.4 million and $2.50 per share, respectively, in 2010.
Liquidity and Capital Resources
Total assets were $4.6 billion at December 31, 2012, compared to $3.1 billion at
December 31, 2011. The $1.3 billion increase in total assets was principally
attributable to the increase in goodwill of $769.7 million, intangible assets of
$339.9 million, inventory of $167.0 million, and accounts receivable of $96.8
million. These increases are primarily attributable to recent acquisitions along
with an increase in sales activity. Total liabilities at December 31, 2012
compared to December 31, 2011 increased by $1.3 billion to $3.1 billion.
Contributing to the increase in total liabilities was the increase in long-term
debt of $1,052.5 million and accounts payable of $63.8 million. These increases
were associated with the recent and current year acquisitions and increased
purchasing activity. Stockholders' equity increased by 15.4% to $1.6 billion at
December 31, 2012, compared with $1.3 billion at December 31, 2011, primarily as
a result of net earnings of $201.8 million.
The following table sets forth our outstanding indebtedness:
As of December 31, 2012 2011 (In thousands) Term Loan Facility, less debt discount of $9,936 $ 840,827 $ - Mortgage financing facility 26,414 37,564 Accounts receivable securitization facility 445,000 250,000 Revolving credit facility 218,295 36,792 7.50% Senior Subordinated Notes due 2017 - 150,000 Foreign lines of credit 30,136 3,261 1.75% Convertible Senior Debentures due 2026, less debt discount of $0 in 2012 and 2011 - 56 6.0% Convertible Senior Debentures due 2029, less debt discount of $173,708 and $175,908 in 2012 and 2011, respectively 171,213 169,054 Capital leases 3,220 2,521 Other notes 67 85 Total debt 1,735,172 649,333 Less current and short-term portion (39,759 ) (6,411 ) Total long-term debt $ 1,695,413 $ 642,922 |
The required annual principal repayments for all indebtedness for the next five years and thereafter, as of December 31, 2012 is set forth in the following table:
(In thousands) 2013 $ 66,173 2014 454,436 2015 9,192 2016 227,162 2017 8,691 Thereafter 1,153,162 Total payments on debt 1,918,816 Debt discount on convertible debentures and term loan facility (183,644 ) Total long-term debt $ 1,735,172 |
Our liquidity needs generally arise from fluctuations in our working capital
requirements, capital expenditures, acquisitions and debt service obligations.
As of December 31, 2012, we had $270.9 million in available borrowing capacity
under our Revolving Credit Facility, which combined with our $2.6 million of
available borrowing capacity under our Receivables Facility and our invested
cash of $25.5 million provided liquidity of $299.0 million. Invested cash
included in our determination of liquidity represents cash deposited in interest
bearing accounts. We believe cash provided by operations and financing
activities will be adequate to cover our current operational and business needs.
We communicate on a regular basis with our lenders regarding our financial and
working capital performance and liquidity position. We are in compliance with
all covenants and restrictions contained in our debt agreements as of
December 31, 2012.
At December 31, 2012, we had cash and cash equivalents totaling $86.1 million,
of which $45.7 million was held by foreign subsidiaries. Included in cash held
by foreign subsidiaries is approximately $31.5 million, which was obtained in
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