UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| ☑ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,September 30, 2020
or
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| ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-14989
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | | 25-1723342 |
(State or other jurisdiction of
incorporation or organization) | | | (I.R.S. Employer
Identification No.) |
| | | |
225 West Station Square Drive
Suite 700 | | | 15219 |
| Pittsburgh, | Pennsylvania | | (Zip Code) |
| (Address of principal executive offices) | | | |
(412) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, 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 |
| Common Stock, par value $.01 per share | | WCC | | New York Stock Exchange |
| Depositary Shares, each representing a 1/1,00th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock | | WCC PR A | | New York Stock Exchange |
| Preferred Share Purchase Rights | | N/A | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☑ | | | | Accelerated filer | ☐ |
| | | | | | |
| Non-accelerated filer | ☐ | | | | Smaller reporting company | ☐ |
| | | | | | |
| | | | | 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. ☐ | | | | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of April 30,November 6, 2020, 41,873,05350,042,827 shares of common stock, $0.01 par value, of the registrant were outstanding.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
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| PART I—FINANCIAL INFORMATION | |
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| PART II—OTHER INFORMATION | |
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial information required by this item is set forth in the unaudited Condensed Consolidated Financial Statements and Notes thereto in this Quarterly Report on Form 10-Q, as follows:
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except share data)
(unaudited)
| | | As of | | | As of |
| Assets | Assets | March 31,
2020 | | December 31,
2019 | Assets | September 30,
2020 | | December 31,
2019 |
| Current assets: | Current assets: | | | | Current assets: | | | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 342,560 | | | $ | 150,902 | | Cash and cash equivalents | $ | 352,249 | | | $ | 150,902 | |
| Trade accounts receivable, net of allowance for doubtful accounts of $25,260 and $25,443 in 2020 and 2019, respectively | 1,214,331 | | | 1,187,359 | | |
| Trade accounts receivable, net of allowance for expected credit losses of $26,220 and $25,443 in 2020 and 2019, respectively | | Trade accounts receivable, net of allowance for expected credit losses of $26,220 and $25,443 in 2020 and 2019, respectively | 2,492,248 | | | 1,187,359 | |
| Other accounts receivable | Other accounts receivable | 77,691 | | | 98,029 | | Other accounts receivable | 229,275 | | | 98,029 | |
| Inventories | Inventories | 950,521 | | | 1,011,674 | | Inventories | 2,357,634 | | | 1,011,674 | |
| Prepaid expenses and other current assets (Note 4) | 192,375 | | | 92,447 | | |
| Prepaid expenses and other current assets | | Prepaid expenses and other current assets | 166,044 | | | 92,447 | |
| Total current assets | Total current assets | 2,777,478 | | | 2,540,411 | | Total current assets | 5,597,450 | | | 2,540,411 | |
| Property, buildings and equipment, net of accumulated depreciation of $269,582 and $268,415 in 2020 and 2019, respectively | 183,997 | | | 181,448 | | |
| Property, buildings and equipment, net of accumulated depreciation of $294,638 and $268,415 in 2020 and 2019, respectively | | Property, buildings and equipment, net of accumulated depreciation of $294,638 and $268,415 in 2020 and 2019, respectively | 400,222 | | | 181,448 | |
| Operating lease assets | Operating lease assets | 271,602 | | | 235,834 | | Operating lease assets | 540,142 | | | 235,834 | |
Intangible assets, net of accumulated amortization of $278,711 and $280,442 in 2020 and 2019, respectively | 267,628 | | | 287,275 | | |
| Intangible assets, net (Note 5) | | Intangible assets, net (Note 5) | 2,078,468 | | | 287,275 | |
| Goodwill | Goodwill | 1,717,963 | | | 1,759,040 | | Goodwill | 3,118,818 | | | 1,759,040 | |
| Other assets | Other assets | 12,288 | | | 13,627 | | Other assets | 133,239 | | | 13,627 | |
| Total assets | Total assets | $ | 5,230,956 | | | $ | 5,017,635 | | Total assets | $ | 11,868,339 | | | $ | 5,017,635 | |
| Liabilities and Stockholders’ Equity | Liabilities and Stockholders’ Equity | | | | | | Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | Current liabilities: | | | | | | Current liabilities: | | | |
| Accounts payable | Accounts payable | $ | 804,330 | | | $ | 830,478 | | Accounts payable | $ | 1,830,877 | | | $ | 830,478 | |
| Accrued payroll and benefit costs | Accrued payroll and benefit costs | 28,940 | | | 49,508 | | Accrued payroll and benefit costs | 146,670 | | | 49,508 | |
| Short-term debt | 24,097 | | | 26,255 | | |
| Current portion of long-term debt | 379 | | | 430 | | |
| Bank overdrafts | 13,951 | | | 18,021 | | |
| Short-term debt and current portion of long-term debt | | Short-term debt and current portion of long-term debt | 28,844 | | | 26,685 | |
| Other current liabilities | Other current liabilities | 168,808 | | | 159,367 | | Other current liabilities | 534,544 | | | 177,388 | |
| Total current liabilities | Total current liabilities | 1,040,505 | | | 1,084,059 | | Total current liabilities | 2,540,935 | | | 1,084,059 | |
Long-term debt, net of debt issuance costs of $8,211 and $8,876 in 2020 and 2019, respectively | 1,542,602 | | | 1,257,067 | | |
Long-term debt, net of debt discount and debt issuance costs of $92,343 and $8,876 in 2020 and 2019, respectively | | Long-term debt, net of debt discount and debt issuance costs of $92,343 and $8,876 in 2020 and 2019, respectively | 4,878,124 | | | 1,257,067 | |
| Operating lease liabilities | Operating lease liabilities | 213,172 | | | 179,830 | | Operating lease liabilities | 419,718 | | | 179,830 | |
| Deferred income taxes | Deferred income taxes | 146,977 | | | 146,617 | | Deferred income taxes | 523,958 | | | 146,617 | |
| Other noncurrent liabilities | Other noncurrent liabilities | 85,574 | | | 91,391 | | Other noncurrent liabilities | 292,380 | | | 91,391 | |
| Total liabilities | Total liabilities | $ | 3,028,830 | | | $ | 2,758,964 | | Total liabilities | $ | 8,655,115 | | | $ | 2,758,964 | |
| Commitments and contingencies (Note 10) | | | | | | |
| Commitments and contingencies (Note 12) | | Commitments and contingencies (Note 12) | |
| Stockholders’ equity: | Stockholders’ equity: | | | | | | Stockholders’ equity: | | | |
| Preferred stock, $.01 par value; 20,000,000 shares authorized, 0 shares issued or outstanding | Preferred stock, $.01 par value; 20,000,000 shares authorized, 0 shares issued or outstanding | — | | | — | | Preferred stock, $.01 par value; 20,000,000 shares authorized, 0 shares issued or outstanding | 0 | | | 0 | |
| Common stock, $.01 par value; 210,000,000 shares authorized, 59,381,958 and 59,308,018 shares issued and 41,873,053 and 41,797,093 shares outstanding in 2020 and 2019, respectively | 594 | | | 593 | | |
| Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and no shares outstanding in 2020 and 2019, respectively | 43 | | | 43 | | |
| Preferred stock, Series A, $.01 par value; 25,000 shares authorized, 21,612 shares issued and outstanding in 2020 (Note 9) | | Preferred stock, Series A, $.01 par value; 25,000 shares authorized, 21,612 shares issued and outstanding in 2020 (Note 9) | 0 | | | 0 | |
| Common stock, $.01 par value; 210,000,000 shares authorized, 67,562,621 and 59,308,018 shares issued and 50,042,751 and 41,797,093 shares outstanding in 2020 and 2019, respectively | | Common stock, $.01 par value; 210,000,000 shares authorized, 67,562,621 and 59,308,018 shares issued and 50,042,751 and 41,797,093 shares outstanding in 2020 and 2019, respectively | 676 | | | 593 | |
| Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and 0 shares outstanding in 2020 and 2019, respectively | | Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and 0 shares outstanding in 2020 and 2019, respectively | 43 | | | 43 | |
| Additional capital | Additional capital | 1,041,637 | | | 1,039,347 | | Additional capital | 1,939,101 | | | 1,039,347 | |
| Retained earnings | Retained earnings | 2,565,597 | | | 2,530,429 | | Retained earnings | 2,596,022 | | | 2,530,429 | |
| Treasury stock, at cost; 21,848,336 and 21,850,356 shares in 2020 and 2019, respectively | (937,078) | | | (937,157) | | |
| Treasury stock, at cost; 21,859,301 and 21,850,356 shares in 2020 and 2019, respectively | | Treasury stock, at cost; 21,859,301 and 21,850,356 shares in 2020 and 2019, respectively | (937,520) | | | (937,157) | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | (461,623) | | | (367,772) | | Accumulated other comprehensive loss | (377,461) | | | (367,772) | |
| Total WESCO International, Inc. stockholders' equity | Total WESCO International, Inc. stockholders' equity | 2,209,170 | | | 2,265,483 | | Total WESCO International, Inc. stockholders' equity | 3,220,861 | | | 2,265,483 | |
| Noncontrolling interests | Noncontrolling interests | (7,044) | | | (6,812) | | Noncontrolling interests | (7,637) | | | (6,812) | |
| Total stockholders’ equity | Total stockholders’ equity | 2,202,126 | | | 2,258,671 | | Total stockholders’ equity | 3,213,224 | | | 2,258,671 | |
| Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 5,230,956 | | | $ | 5,017,635 | | Total liabilities and stockholders’ equity | $ | 11,868,339 | | | $ | 5,017,635 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(In thousands of dollars, except per share data)
(unaudited)
| | | | Three Months Ended | | | Three Months Ended | | Nine Months Ended |
| | March 31 | | | September 30 | | September 30 |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 |
| Net sales (Note 3) | Net sales (Note 3) | 1,968,647 | | | 1,961,267 | | Net sales (Note 3) | $ | 4,141,801 | | | $ | 2,148,110 | | | $ | 8,197,154 | | | $ | 6,259,465 | |
| Cost of goods sold (excluding depreciation and amortization) | Cost of goods sold (excluding depreciation and amortization) | 1,592,249 | | | 1,578,771 | | Cost of goods sold (excluding depreciation and amortization) | 3,356,259 | | | 1,747,913 | | | 6,641,438 | | | 5,067,799 | |
| Selling, general and administrative expenses | Selling, general and administrative expenses | 299,392 | | | 296,528 | | Selling, general and administrative expenses | 561,971 | | | 290,852 | | | 1,221,114 | | | 883,222 | |
| Depreciation and amortization | Depreciation and amortization | | 16,093 | | | 15,242 | | Depreciation and amortization | 45,476 | | | 15,612 | | | 80,324 | | | 46,035 | |
| Income from operations | Income from operations | 60,913 | | | 70,726 | | Income from operations | 178,095 | | | 93,733 | | | 254,278 | | | 262,409 | |
| Net interest and other | 16,472 | | | 17,120 | | |
| Interest expense, net | | Interest expense, net | 74,540 | | | 14,306 | | | 152,281 | | | 49,293 | |
| Other, net | | Other, net | (777) | | | (798) | | | (1,463) | | | (1,359) | |
| Income before income taxes | Income before income taxes | 44,441 | | | 53,606 | | Income before income taxes | 104,332 | | | 80,225 | | | 103,460 | | | 214,475 | |
| Provision for income taxes | 10,266 | | | 11,656 | | |
| Income tax expense | | Income tax expense | 24,294 | | | 15,886 | | | 23,707 | | | 44,970 | |
| Net income | Net income | 34,175 | | | 41,950 | | Net income | 80,038 | | | 64,339 | | | 79,753 | | | 169,505 | |
| Less: Net loss attributable to noncontrolling interests | Less: Net loss attributable to noncontrolling interests | (232) | | | (419) | | Less: Net loss attributable to noncontrolling interests | (640) | | | (156) | | | (825) | | | (824) | |
| Net income attributable to WESCO International, Inc. | Net income attributable to WESCO International, Inc. | $ | 34,407 | | | $ | 42,369 | | Net income attributable to WESCO International, Inc. | 80,678 | | | 64,495 | | | 80,578 | | | 170,329 | |
| Less: Preferred stock dividends | | Less: Preferred stock dividends | 14,511 | | | 0 | | | 15,787 | | | 0 | |
| Net income attributable to common stockholders | | Net income attributable to common stockholders | $ | 66,167 | | | $ | 64,495 | | | $ | 64,791 | | | $ | 170,329 | |
| Other comprehensive income (loss): | Other comprehensive income (loss): | | | | Other comprehensive income (loss): | | | | | | | |
| Foreign currency translation adjustments | Foreign currency translation adjustments | (93,851) | | | 22,517 | | Foreign currency translation adjustments | 41,428 | | | (16,856) | | | (9,689) | | | 25,905 | |
| Comprehensive (loss) income attributable to WESCO International, Inc. | $ | (59,444) | | | $ | 64,886 | | |
| Comprehensive income attributable to common stockholders | | Comprehensive income attributable to common stockholders | $ | 107,595 | | | $ | 47,639 | | | $ | 55,102 | | | $ | 196,234 | |
| | Earnings per share attributable to WESCO International, Inc. | | |
| Earnings per share attributable to common stockholders | | Earnings per share attributable to common stockholders | |
| Basic | Basic | $ | 0.82 | | | $ | 0.94 | | Basic | $ | 1.32 | | | $ | 1.53 | | | $ | 1.44 | | | $ | 3.91 | |
| Diluted | Diluted | $ | 0.82 | | | $ | 0.93 | | Diluted | $ | 1.31 | | | $ | 1.52 | | | $ | 1.44 | | | $ | 3.88 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(unaudited)
| | | | Three Months Ended | | | Nine Months Ended |
| | | March 31 | | | September 30 |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Operating activities: | Operating activities: | | | | Operating activities: | | | |
| Net income | Net income | $ | 34,175 | | | $ | 41,950 | | Net income | $ | 79,753 | | | $ | 169,505 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
| Depreciation and amortization | Depreciation and amortization | 16,093 | | | 15,242 | | Depreciation and amortization | 80,324 | | | 46,035 | |
| Deferred income taxes | Deferred income taxes | 1,979 | | | 893 | | Deferred income taxes | (8,261) | | | 4,621 | |
| Other operating activities, net | Other operating activities, net | 1,760 | | | 5,961 | | Other operating activities, net | (1,763) | | | 10,876 | |
| Changes in assets and liabilities: | Changes in assets and liabilities: | | Changes in assets and liabilities: | |
| Trade accounts receivable, net | Trade accounts receivable, net | (53,944) | | | (76,696) | | Trade accounts receivable, net | 3,584 | | | (122,903) | |
| Other accounts receivable | Other accounts receivable | 19,236 | | | 22,425 | | Other accounts receivable | (14,702) | | | 15,450 | |
| Inventories | Inventories | 37,807 | | | (40,768) | | Inventories | 77,681 | | | (1,500) | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | (3,125) | | | 15,074 | | Prepaid expenses and other assets | (26,655) | | | (20,720) | |
| Accounts payable | Accounts payable | (10,858) | | | 68,085 | | Accounts payable | 80,489 | | | 46,902 | |
| Accrued payroll and benefit costs | Accrued payroll and benefit costs | (18,973) | | | (27,851) | | Accrued payroll and benefit costs | 25,872 | | | (36,055) | |
| Other current and noncurrent liabilities | Other current and noncurrent liabilities | 7,378 | | | 4,554 | | Other current and noncurrent liabilities | 122,616 | | | 4,453 | |
| Net cash provided by operating activities | Net cash provided by operating activities | 31,528 | | | 28,869 | | Net cash provided by operating activities | 418,938 | | | 116,664 | |
| | Investing activities: | Investing activities: | | Investing activities: | |
| Capital expenditures | Capital expenditures | (15,762) | | | (10,828) | | Capital expenditures | (42,562) | | | (30,323) | |
| Acquisition payments (Note 4) | (100,000) | | | (27,742) | | |
| Acquisition payments, net of cash acquired (Note 4) | | Acquisition payments, net of cash acquired (Note 4) | (3,707,575) | | | (27,742) | |
| Other investing activities | Other investing activities | 5,497 | | | 53 | | Other investing activities | 26,240 | | | 4,575 | |
| Net cash used in investing activities | Net cash used in investing activities | (110,265) | | | (38,517) | | Net cash used in investing activities | (3,723,897) | | | (53,490) | |
| | Financing activities: | Financing activities: | | Financing activities: | |
| Repayments of short-term debt, net | Repayments of short-term debt, net | (383) | | | (28,414) | | Repayments of short-term debt, net | (9,824) | | | (29,600) | |
| Proceeds from issuance of long-term debt | Proceeds from issuance of long-term debt | 585,511 | | | 423,666 | | Proceeds from issuance of long-term debt | 4,661,830 | | | 1,105,397 | |
| Repayments of long-term debt | Repayments of long-term debt | (300,511) | | | (377,825) | | Repayments of long-term debt | (1,045,667) | | | (927,410) | |
| Repurchases of common stock (Note 7) | Repurchases of common stock (Note 7) | (1,566) | | | (2,572) | | Repurchases of common stock (Note 7) | (2,032) | | | (152,735) | |
| Debt issuance costs | | Debt issuance costs | (79,945) | | | (2,508) | |
| Payment of dividends | | Payment of dividends | (15,787) | | | 0 | |
| Other financing activities, net | Other financing activities, net | (4,360) | | | 4,391 | | Other financing activities, net | (1,255) | | | (11,226) | |
| Net cash provided by financing activities | 278,691 | | | 19,246 | | |
| Net cash provided by (used in) financing activities | | Net cash provided by (used in) financing activities | 3,507,320 | | | (18,082) | |
| | Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | (8,296) | | | 159 | | Effect of exchange rate changes on cash and cash equivalents | (1,014) | | | (3,275) | |
| | Net change in cash and cash equivalents | Net change in cash and cash equivalents | 191,658 | | | 9,757 | | Net change in cash and cash equivalents | 201,347 | | | 41,817 | |
| Cash and cash equivalents at the beginning of period | Cash and cash equivalents at the beginning of period | 150,902 | | | 96,343 | | Cash and cash equivalents at the beginning of period | 150,902 | | | 96,343 | |
| Cash and cash equivalents at the end of period | Cash and cash equivalents at the end of period | $ | 342,560 | | | $ | 106,100 | | Cash and cash equivalents at the end of period | $ | 352,249 | | | $ | 138,160 | |
| Supplemental disclosures: | Supplemental disclosures: | | | | Supplemental disclosures: | | | |
| Cash paid for interest | Cash paid for interest | $ | 4,029 | | | $ | 4,583 | | Cash paid for interest | $ | 36,035 | | | $ | 38,347 | |
| Cash paid for income taxes | Cash paid for income taxes | $ | 6,245 | | | $ | 5,018 | | Cash paid for income taxes | $ | 44,994 | | | $ | 54,044 | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 57,185 | | | | $ | 8,092 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 80,626 | | | $ | 48,622 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands of dollars)dollars, except shares)
(unaudited)
| | | Accumulated Other | | Accumulated Other |
| | | | | | | | Class B | | | | | Retained | | | | | | Comprehensive | | | | | | | Class B | | Series A | | | | Retained | | | | | | Comprehensive |
| | | | Common Stock | | | Common Stock | | | Additional | | Earnings | | Treasury Stock | | | Noncontrolling | | Income | | | Common Stock | | Common Stock | | Preferred Stock | | Additional | | Earnings | | Treasury Stock | | Noncontrolling | | Income |
| | Amount | | Shares | | Amount | | Shares | | Capital | | (Deficit) | | Amount | | Shares | | Interests | | (Loss) | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Capital | | (Deficit) | | Amount | | Shares | | Interests | | (Loss) |
| Balance, December 31, 2019 | Balance, December 31, 2019 | | $ | 593 | | | 59,308,018 | | | $ | 43 | | | 4,339,431 | | | $ | 1,039,347 | | | $ | 2,530,429 | | | $ | (937,157) | | | (21,850,356) | | | $ | (6,812) | | | $ | (367,772) | | Balance, December 31, 2019 | | $ | 593 | | | 59,308,018 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 1,039,347 | | | $ | 2,530,429 | | | $ | (937,157) | | | (21,850,356) | | | $ | (6,812) | | | $ | (367,772) | |
| Exercise of stock-based awards | Exercise of stock-based awards | | 1 | | | 105,620 | | | (39) | | | 79 | | | 2,020 | | | Exercise of stock-based awards | | 1 | | | 105,620 | | | (39) | | | 79 | | | 2,020 | | |
| Stock-based compensation expense | Stock-based compensation expense | | 4,626 | | | Stock-based compensation expense | | 4,626 | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | Tax withholding related to vesting of restricted stock units and retirement of common stock | | — | | | (31,680) | | | (2,297) | | | 761 | | | Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (31,680) | | | (2,297) | | | 761 | | |
| Noncontrolling interests | Noncontrolling interests | | (232) | | | Noncontrolling interests | | (232) | | |
| Net income attributable to WESCO | Net income attributable to WESCO | | 34,407 | | | Net income attributable to WESCO | | 34,407 | | |
| Translation adjustments | Translation adjustments | | (93,851) | | Translation adjustments | | (93,851) | |
| Balance, March 31, 2020 | Balance, March 31, 2020 | | $ | 594 | | | 59,381,958 | | | $ | 43 | | | 4,339,431 | | | $ | 1,041,637 | | | $ | 2,565,597 | | | $ | (937,078) | | | (21,848,336) | | | $ | (7,044) | | | $ | (461,623) | | Balance, March 31, 2020 | | $ | 594 | | | 59,381,958 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 1,041,637 | | | $ | 2,565,597 | | | $ | (937,078) | | | (21,848,336) | | | $ | (7,044) | | | $ | (461,623) | |
| Exercise of stock-based awards | | Exercise of stock-based awards | | 0 | | | 30,665 | | | | | | | 0 | | | | | (437) | | | (10,858) | | | | | |
| Stock-based compensation expense | | Stock-based compensation expense | | 4,901 | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (652) | | | (37) | | | 27 | | |
| Capital stock issuance | | Capital stock issuance | | 82 | | | 8,150,228 | | | 0 | | | 21,612 | | | 886,740 | | |
| Noncontrolling interests | | Noncontrolling interests | | 47 | | |
| Net loss attributable to WESCO | | Net loss attributable to WESCO | | (34,506) | | |
| Preferred stock dividends | | Preferred stock dividends | | (1,276) | | |
| Translation adjustments | | Translation adjustments | | 42,734 | |
| Balance, June 30, 2020 | | Balance, June 30, 2020 | | $ | 676 | | | 67,562,199 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 21,612 | | | $ | 1,933,241 | | | $ | 2,529,842 | | | $ | (937,515) | | | (21,859,194) | | | $ | (6,997) | | | $ | (418,889) | |
| Exercise of stock-based awards | | Exercise of stock-based awards | | 0 | | | 479 | | | | | | | 0 | | | | | (5) | | | (107) | | | | | |
| Stock-based compensation expense | | Stock-based compensation expense | | 6,002 | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (57) | | | (3) | | | 13 | | |
| Capital stock issuance | | Capital stock issuance | | (139) | | |
| Noncontrolling interests | | Noncontrolling interests | | (640) | | |
| Net income attributable to WESCO | | Net income attributable to WESCO | | 80,678 | | |
| Preferred stock dividends | | Preferred stock dividends | | (14,511) | | |
| Translation adjustments | | Translation adjustments | | 41,428 | |
| Balance, September 30, 2020 | | Balance, September 30, 2020 | | $ | 676 | | | 67,562,621 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 21,612 | | | $ | 1,939,101 | | | $ | 2,596,022 | | | $ | (937,520) | | | (21,859,301) | | | $ | (7,637) | | | $ | (377,461) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated Other |
| | | | | | | Class B | | | | | | Retained | | | | | | | | Comprehensive |
| | | Common Stock | | | | Common Stock | | | | Additional | | Earnings | | Treasury Stock | | | | Noncontrolling | | Income |
| | Amount | | Shares | | Amount | | Shares | | Capital | | (Deficit) | | Amount | | Shares | | Interests | | (Loss) |
| Balance, December 31, 2018 | | $ | 592 | | | 59,157,696 | | | $ | 43 | | | 4,339,431 | | | $ | 993,666 | | | $ | 2,307,462 | | | $ | (758,018) | | | (18,391,042) | | | $ | (5,584) | | | $ | (408,435) | |
| Exercise of stock-based awards | | 1 | | | 156,760 | | | | | | | (90) | | | | | (54) | | | (184) | | | | | |
| Stock-based compensation expense | | | | | | | | | | 4,665 | | | | | | | | | | | |
| Repurchases of common stock | | | | | | | | | | 19,144 | | | | | (19,144) | | | (365,272) | | | | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | — | | | (42,564) | | | | | | | (1,822) | | | (531) | | | | | | | | | |
| Noncontrolling interests | | | | | | | | | | | | | | | | | | (419) | | | |
| Net income attributable to WESCO | | | | | | | | | | | | 42,369 | | | | | | | | | |
| Translation adjustments | | | | | | | | | | | | | | | | | | | | 22,517 | |
| Balance, March 31, 2019 | | $ | 593 | | | 59,271,892 | | | $ | 43 | | | 4,339,431 | | | $ | 1,015,563 | | | $ | 2,349,300 | | | $ | (777,216) | | | (18,756,498) | | | $ | (6,003) | | | $ | (385,918) | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands of dollars, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Accumulated Other |
| | | | | | | Class B | | Series A | | | | Retained | | | | | | | | Comprehensive |
| | | Common Stock | | Common Stock | | Preferred Stock | | Additional | | Earnings | | Treasury Stock | | Noncontrolling | | Income |
| | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Capital | | (Deficit) | | Amount | | Shares | | Interests | | (Loss) |
| Balance, December 31, 2018 | | $ | 592 | | | 59,157,696 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 993,666 | | | $ | 2,307,462 | | | $ | (758,018) | | | (18,391,042) | | | $ | (5,584) | | | $ | (408,435) | |
| Exercise of stock-based awards | | 1 | | | 156,760 | | | | | | | | | | | (90) | | | | | (54) | | | (184) | | | | | |
| Stock-based compensation expense | | | | | | | | | | | | | | 4,665 | | | | | | | | | | | |
| Repurchases of common stock | | | | | | | | | | | | | | 19,144 | | | | | (19,144) | | | (365,272) | | | | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (42,564) | | | | | | | | | | | (1,822) | | | (531) | | | | | | | | | |
| Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | (419) | | | |
| Net income attributable to WESCO | | | | | | | | | | | | | | | | 42,369 | | | | | | | | | |
| Translation adjustments | | | | | | | | | | | | | | | | | | | | | | | | 22,517 | |
| Balance, March 31, 2019 | | $ | 593 | | | 59,271,892 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 1,015,563 | | | $ | 2,349,300 | | | $ | (777,216) | | | (18,756,498) | | | $ | (6,003) | | | $ | (385,918) | |
| Exercise of stock-based awards | | 0 | | | 20,831 | | | | | | | | | | | 6 | | | | | (157) | | | (3,029) | | | | | |
| Stock-based compensation expense | | | | | | | | | | | | | | 5,150 | | | | | | | | | | | |
| Repurchases of common stock | | | | | | | | | | | | | | (22,500) | | | | | (127,500) | | | (2,394,816) | | | | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (19) | | | | | | | | | | | (1) | | | 4 | | | | | | | | | |
| Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | (249) | | | |
| Net income attributable to WESCO | | | | | | | | | | | | | | | | 63,464 | | | | | | | | | |
| Translation adjustments | | | | | | | | | | | | | | | | | | | | | | | | 20,244 | |
| Balance, June 30, 2019 | | $ | 593 | | | 59,292,704 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 998,218 | | | $ | 2,412,768 | | | $ | (904,873) | | | (21,154,343) | | | $ | (6,252) | | | $ | (365,674) | |
| Exercise of stock-based awards | | 0 | | | 1,983 | | | | | | | | | | | 0 | | | | | (5) | | | (94) | | | | | |
| Stock-based compensation expense | | | | | | | | | | | | | | 4,426 | | | | | | | | | | | |
| Repurchases of common stock | | | | | | | | | | | | | | 32,257 | | | | | (32,257) | | | (695,496) | | | | | |
| Tax withholding related to vesting of restricted stock units and retirement of common stock | | 0 | | | (190) | | | | | | | | | | | (13) | | | (4) | | | | | | | | | |
| Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | (156) | | | |
| Net income attributable to WESCO | | | | | | | | | | | | | | | | 64,495 | | | | | | | | | |
| Translation adjustments | | | | | | | | | | | | | | | | | | | | | | | | (16,856) | |
| Balance, September 30, 2019 | | $ | 593 | | | 59,294,497 | | | $ | 43 | | | 4,339,431 | | | $ | 0 | | | 0 | | | $ | 1,034,888 | | | $ | 2,477,259 | | | $ | (937,135) | | | (21,849,933) | | | $ | (6,408) | | | $ | (382,530) | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION
WESCO International, Inc. ("WESCO International") and its subsidiaries (collectively, “WESCO” or the "Company"), headquartered in Pittsburgh, Pennsylvania, is a full-line distributorleading provider of electrical, industrialbusiness-to-business distribution, logistics services and communications maintenance, repair and operating ("MRO") and original equipment manufacturer ("OEM") products, construction materials, and advanced supply chain managementsolutions.
On June 22, 2020, WESCO completed its previously announced acquisition of Anixter International Inc., a Delaware corporation (“Anixter”). Pursuant to the terms of the Agreement and logistics services used primarily inPlan of Merger, dated January 10, 2020 (the “Merger Agreement”), by and among Anixter, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the industrial, construction, utilityMerger and commercial, institutional and government markets. WESCO serves approximately 70,000 active customers globally through approximately 500 branches primarily located in North America, with operations in 16 additional countries and 11 distribution centers located in the United States and Canada.continuing as a wholly owned subsidiary of WESCO.
2. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of WESCO have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO’s 2019 Annual Report on Form 10-K as filed with the SEC on February 24, 2020. The Condensed Consolidated Balance Sheet at December 31, 2019 was derived from the audited Consolidated Financial Statements as of that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America.
The unaudited Condensed Consolidated Balance Sheet as of March 31,September 30, 2020, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income, (Loss), the unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2020 and 2019, and the unaudited Condensed Consolidated Statements of Cash Flows for the threenine months ended March 31,September 30, 2020 and 2019, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.
In the third quarter of 2020, in connection with the acquisition of Anixter, the Company identified new operating segments. These operating segments, which have been organized around three strategic business units, consist of Electrical & Electronic Solutions ("EES"), Communications & Security Solutions ("CSS") and Utility & Broadband Solutions ("UBS"). The Company's operating segments, which are equivalent to its reportable segments, are described further in Note 14. The applicable comparative financial information reported in the Company's previously issued interim financial statements for the three and nine months ended September 30, 2019 has been recast in this Quarterly Report on Form 10-Q to conform to the basis of the new segments.
Reclassifications
The Condensed Consolidated Balance Sheet as of December 31, 2019, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2019, and the unaudited Condensed Consolidated Statement of Cash Flows for the threenine months ended March 31,September 30, 2019, includesrespectively, include certain reclassifications to previously reported amounts to conform to the current period presentation.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB)("FASB") issued Accounting Standards Update (ASU)("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced new guidance for the accounting for credit losses on certain financial instruments. The Company adopted this ASU effective January 1, 2020. The adoption of this new credit loss guidance did not have a material impact on the unaudited condensed consolidated financial statements and notes thereto presented herein, and WESCO does not expect it to have a material impact on its financial position or results of operation on an ongoing basis.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying and adding certain disclosures. The Company adopted this ASU
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
in the first quarter of 2020. The adoption of this guidance did not have ana material impact on the unaudited condensed consolidated financial statements and notes thereto presented herein.
In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard was effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU in the first quarter of 2020. The adoption of this guidance did not have a material impact on the unaudited condensed consolidated financial statements and notes thereto presented herein.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends the disclosure requirements for all employers that sponsor defined benefit pension and other post retirement plans by removing and adding certain disclosures. The amendments in this ASU are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on its condensed consolidated financial statements and notes thereto.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes, and simplifies other aspects of accounting for income taxes. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. Management does not expect the adoption of this accounting standard to have a material impact on its condensed consolidated financial statements and notes thereto.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact related to the replacement of London Interbank Offered Rate (LIBOR) and whether the Company will elect the adoption of the optional guidance.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to WESCO’s financial position, results of operations or cash flows.
3. REVENUE
WESCO distributes products and provides services to customers globally in various end markets within its business segments. The segments, which consist of Electrical & Electronic Solutions, Communications & Security Solutions, and Utility & Broadband Solutions operate in the following end markets: (1) industrial, (2) construction, (3) utility,United States, Canada and (4) commercial, institutional and government.various other foreign countries. Revenue is measured as the amount of consideration WESCO expects to receive in exchange for transferring goods or providing services.
The following tables disaggregate WESCO’s revenuenet sales by end marketsegment and geography:geography for the periods presented:
| | | | | | | | | | | |
| Three Months Ended | | |
| | March 31 | | |
| (In thousands) | 2020 | | 2019 |
| Industrial | $ | 702,214 | | | $ | 736,906 | |
| Construction | 636,503 | | | 633,288 | |
| Utility | 340,945 | | | 308,269 | |
| Commercial, Institutional and Government | 288,985 | | | 282,804 | |
| Total by end market | $ | 1,968,647 | | | $ | 1,961,267 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| | September 30 | | September 30 |
| (In thousands) | 2020 | | 2019 | | 2020 | | 2019 |
| Electrical & Electronic Solutions | $ | 1,653,726 | | | $ | 1,250,080 | | | $ | 3,811,498 | | | $ | 3,626,423 | |
| Communications & Security Solutions | 1,388,791 | | | 235,920 | | | 1,953,967 | | | 681,087 | |
| Utility & Broadband Solutions | 1,099,284 | | | 662,110 | | | 2,431,689 | | | 1,951,955 | |
| Total by segment | $ | 4,141,801 | | | $ | 2,148,110 | | | $ | 8,197,154 | | | $ | 6,259,465 | |
| | | | | | | | | | | |
| Three Months Ended | | |
| | March 31 | | |
| (In thousands) | 2020 | | 2019 |
| United States | $ | 1,478,491 | | | $ | 1,460,991 | |
| Canada | 377,419 | | | 384,596 | |
| Other International | 112,737 | | | 115,680 | |
| Total by geography | $ | 1,968,647 | | | $ | 1,961,267 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| | September 30 | | September 30 |
| (In thousands) | 2020 | | 2019 | | 2020 | | 2019 |
| United States | $ | 3,033,101 | | | $ | 1,601,962 | | | $ | 6,100,877 | | | $ | 4,679,251 | |
| Canada | 582,700 | | | 431,233 | | | 1,311,724 | | | 1,230,855 | |
| Other International | 526,000 | | | 114,915 | | | 784,553 | | | 349,359 | |
Total by geography(1) | $ | 4,141,801 | | | $ | 2,148,110 | | | $ | 8,197,154 | | | $ | 6,259,465 | |
(1) WESCO attributes revenues from external customers to individual countries on the basis of point of sale.
In accordance with certain contractual arrangements, WESCO receives payment from its customers in advance and recognizes such payment as deferred revenue. Revenue for advance payment is recognized when the performance obligation has been satisfied and control has transferred to the customer, which is generally upon shipment. Deferred revenue is usually recognized within a year or less from the date of the customer’s advance payment. At March 31,September 30, 2020 and December 31, 2019, $9.9$27.7 million and $12.3 million, respectively, of deferred revenue was recorded as a component of other current liabilities in the Condensed Consolidated Balance Sheets.
WESCO’s revenues are adjusted for variable consideration, which includes customer volume rebates, returns, and discounts. WESCO measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, as well as current and forecasted information. Measurement and recognition of variable consideration is reviewed by management on a monthly basis and revenue is adjusted accordingly. Variable consideration reduced revenue for the three months ended March 31,September 30, 2020 and 2019 by approximately $23.3$75.4 million and $25.5$26.3 million, respectively, and by approximately $129.0 million and $80.1 million for the nine months ended September 30, 2020 and 2019, respectively.
Shipping and handling costsactivities are recognized in net sales when they are billed to the customer. TheseThe related costs are recognized as a component of selling, general and administrative expenses when WESCO does not bill the customer.expenses. WESCO has elected to recognize shipping and handling costs as a fulfillment cost. Shipping and handling costs recorded as a component of selling, general and administrative expenses totaled $55.5 million and $17.6 million for the three months ended September 30, 2020 and 2019, respectively, and $94.4 million and $52.8 million for the nine months ended September 30, 2020 and 2019, respectively.
4. ACQUISITIONS
Anixter International Inc.
As described in Note 1, on June 22, 2020, WESCO completed its previously announced merger with Anixter. The Company used the net proceeds from the issuance of senior unsecured notes, borrowings under its revolving credit facility and accounts receivable securitization facility (as described further in Note 8), as well as cash on hand, to finance the acquisition of Anixter and related transaction costs.
At the effective time of the Merger, each outstanding share of common stock of Anixter (subject to limited exceptions) was converted into the right to receive (i) $72.82 in cash, (ii) 0.2397 shares of common stock of WESCO, par value $0.01 per share (the “WESCO Common Stock”) and (iii) 0.6356 depositary shares, each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual preferred stock of WESCO, Series A, with a $25,000 stated amount per whole preferred share and an initial dividend rate equal to 10.625%.
Anixter is a leading distributor of network and security solutions, electrical and electronic solutions, and utility power solutions with locations in over 300 cities across approximately 50 countries, and 2019 annual sales of more than $8 billion. The Merger brought together two companies with highly compatible capabilities and characteristics. The combination of WESCO and Anixter created an enterprise with scale and should afford the Company the opportunity to digitize its business, and expand its services portfolio and supply chain offerings.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
general and administrative expenses totaled $18.0 million and $17.0 millionThe total preliminary estimated fair value of consideration transferred for the three months ended March 31, 2020 and 2019, respectively.
4. ACQUISITIONS
The following table sets forthMerger consisted of the consideration paid for acquisitions:following:
| | | | | |
| Three Months Ended(In thousands) |
| Cash portion attributable to common stock outstanding | $ | 2,476,010 | |
| Cash portion attributable to options and restricted stock units outstanding | 87,375 | |
| Fair value of cash consideration | 2,563,385 | |
| Common stock consideration | 313,512 | |
| Series A preferred stock consideration | 573,786 | |
| Fair value of equity consideration | 887,298 | |
| Extinguishment of Anixter obligations, including accrued and unpaid interest | 1,247,653 | |
| Total purchase consideration | $ | 4,698,336 | |
| Supplemental cash flow disclosure related to acquisitions: | |
| Cash paid for acquisition | $ | 3,811,038 | |
| Less: Cash acquired | (103,463) | |
| Cash paid for acquisition, net of cash acquired | $ | 3,707,575 | |
The Merger was accounted for as a business combination with WESCO acquiring Anixter in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under the acquisition method of accounting, the preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, with any excess allocated to goodwill. The fair value estimates were based on income, market and cost valuation methods using primarily unobservable inputs developed by management, which are categorized within Level 3 of the fair value hierarchy. Significant inputs used to value the identifiable intangible assets included projected revenues, estimated future cash flows, discount rates, royalty rates, and applicable income tax rates. The excess purchase consideration recorded to goodwill is not deductible for income tax purposes, and has been assigned to the Company's reportable segments based on their relative fair values, as disclosed in Note 5. The resulting goodwill is primarily attributable to Anixter's workforce, significant cross-selling opportunities in additional geographies, enhanced scale, and other operational efficiencies.
In the third quarter of 2020, the Company recognized adjustments to total identifiable intangible assets and deferred income taxes of $5.4 million and $7.3 million, respectively. Certain other measurement period adjustments were made to the identified assets acquired and liabilities assumed, none of which were significant, individually or in aggregate. The net impact of the adjustments made in the third quarter of 2020 was a decrease to goodwill of $7.6 million.
The estimated fair values of assets acquired and liabilities assumed are based on preliminary calculations and valuations using estimates and assumptions at the time of acquisition. The determination of the fair values of assets acquired and liabilities assumed, especially those related to identifiable intangible assets, is preliminary due to the complexity of combining multibillion dollar businesses. Accordingly, as the Company obtains additional information during the measurement period (not to exceed one year from the acquisition date), estimates and assumptions for the preliminary purchase consideration allocations may change materially.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
The following table sets forth the preliminary allocation of the purchase consideration to the respective fair value of assets acquired and liabilities assumed for the acquisition of Anixter:
| | | | | |
| March 31 |
| 2019 |
| (In thousands) |
Fair value of assets acquiredAssets | |
| Cash and cash equivalents | $ | 34,812103,463 | |
| Trade accounts receivable | 1,309,104 | |
| Other accounts receivable | 116,386 | |
| Inventories | 1,424,678 | |
| Prepaid expenses and other current assets | 53,462 | |
| Property, buildings and equipment | 213,020 | |
| Operating lease assets | 262,413 | |
| Intangible assets | 1,838,065 | |
| Goodwill | 1,360,373 | |
| Other assets | 112,386 | |
| Total assets | $ | 6,793,350 | |
| |
| Liabilities | |
| Accounts payable | $ | 920,163 | |
| Accrued payroll and benefit costs | 69,480 | |
| Short-term debt and current portion of long-term debt | 13,225 | |
| Other current liabilities | 222,615 | |
| Long-term debt | 77,822 | |
| Operating lease liabilities | 199,959 | |
| Deferred income taxes | 384,890 | |
| Other noncurrent liabilities | 206,860 | |
| Total liabilities | $ | 2,095,014 | |
| |
Fair value of liabilities assumed | 7,070 | |
Cash paid for acquisitionsnet assets acquired, including goodwill and intangible assets | $ | 27,7424,698,336 | |
The following table sets forth the preliminary identifiable intangible assets and their estimated weighted-average useful lives:
| | | | | | | | | | | |
| Identifiable Intangible Assets | Estimated
Fair Value | | Weighted-Average Estimated Useful Life in Years |
| (In thousands) | | |
| Customer relationships | $ | 1,098,900 | | | 16 |
| Trademarks | 735,000 | | | Indefinite |
| Non-compete agreements | 4,165 | | | 1 |
| Total identifiable intangible assets | $ | 1,838,065 | | | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
The results of operations of Anixter are included in the unaudited condensed consolidated financial statements beginning on June 22, 2020, the acquisition date. For the three and nine months ended September 30, 2020, the condensed consolidated statements of income include $2.2 billion and $2.4 billion of net sales, respectively, and $80.0 million and $98.4 million of income from operations for Anixter, respectively. Transaction costs related to the merger were comprised of legal, advisory and other costs of $14.5 million and $92.1 million, which are included in selling, general and administrative expenses for the three and nine months ended September 30, 2020, respectively.
Pro Forma Financial Information
The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the Company had completed the Merger on January 1, 2019. The unaudited pro forma financial information includes adjustments to amortization and depreciation for intangible assets and property, buildings and equipment, adjustments to interest expense for the additional indebtedness incurred to complete the acquisition (including the amortization of debt discount and issuance costs), transaction costs, change in control and severance costs, dividends accrued on the Series A preferred stock, compensation expense associated with the WESCO phantom stock unit awards described in Note 10, as well as the respective income tax effects of such adjustments. For the three months ended September 30, 2020 and 2019, adjustments totaling $1.5 million and $57.4 million, respectively, decreased the unaudited pro forma net income attributable to common stockholders. For the nine months ended September 30, 2020 and 2019, adjustments totaling $0.4 million and $167.8 million, respectively, decreased the unaudited pro forma net income attributable to common stockholders. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that WESCO may achieve as a result of its acquisition of Anixter, the costs to integrate the operations of WESCO and Anixter or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The unaudited pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the beginning of the respective fiscal years, nor is it necessarily indicative of future results of operations of the combined company.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| (In thousands) | September 30,
2020 | | September 30,
2019 | | September 30,
2020 | | September 30,
2019 |
| Pro forma net sales | $ | 4,111,716 | | | $ | 4,332,980 | | | $ | 11,802,538 | | | $ | 12,758,461 | |
| Pro forma net income attributable to common stockholders | 63,844 | | | 66,416 | | | 106,858 | | | 164,424 | |
On August 6, 2020, the Company entered into a Consent Agreement with the Competition Bureau of Canada regarding the merger with Anixter. Under the Consent Agreement, the Company is required to divest its legacy Utility and Datacom businesses in Canada, which had total sales of less than $150 million in 2019. The process to divest the businesses has commenced, and WESCO is working to complete the divestitures on a timely basis. The Company expects to use the net proceeds from the divestiture to repay indebtedness.
Sylvania Lighting Services Corp.
On March 5, 2019, WESCO Distribution, Inc. ("WESCO Distribution"), through its WESCO Services, LLC subsidiary, acquired certain assets and assumed certain liabilities of Sylvania Lighting Services Corp. ("SLS"). Headquartered in Wilmington, Massachusetts, SLS offers a full spectrum of energy-efficient lighting upgrade, retrofit, and renovation solutions with annual sales of approximately $100 million and approximately 220 employees across the U.S. and Canada. WESCO Distribution funded the purchase price paid at closing with borrowings under its then outstanding accounts receivable securitization facility. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date, resulting in goodwill of $11.6 million, which is deductible for tax purposes.
Anixter International Inc.The following table sets forth the consideration paid for the acquisition of SLS:
On January 10, 2020, WESCO International entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anixter International Inc. (“Anixter”) and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO International (“Merger Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO International.
At the effective time of the Merger, each outstanding share of Anixter common stock will be converted into the right to receive (i) $70.00 in cash, without interest, which amount may be increased by up to $2.82 per Anixter common share at closing, based on the volume-weighted average trading price of WESCO International common stock on the New York Stock Exchange during a specified period prior to closing, and subject to further adjustment as set forth in the Merger Agreement (the “cash consideration”), (ii) 0.2397 shares of WESCO International common stock, subject to adjustment as set forth in the Merger Agreement (the “common stock consideration”), and (iii) 0.6356 depositary shares, each share representing a 1/1,000th interest in a share of newly issued WESCO International Series A fixed-rate reset cumulative perpetual preferred stock, $25,000 stated amount per whole preferred share, subject to adjustment as set forth in the Merger Agreement (the “preferred stock consideration” and, together with the cash consideration and the common stock consideration, (the “Merger Consideration”), in each case less any applicable withholding taxes. Based on the closing price of WESCO International common stock and the liquidation preference of the WESCO International Series A preferred stock underlying the preferred stock consideration, and giving effect to the downside protection described above, the implied value of the per share Merger Consideration was:(i) $100.00, on January 10, 2020, the last full trading day before the public announcement of the merger and (ii) $94.91, on April 30, 2020, the most recent practicable date prior to the date of this filing.
Concurrently with the execution of the Merger Agreement, WESCO paid to entities affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”), on behalf of Anixter, a termination fee of $100 million that was required to terminate Anixter’s then-existing merger agreement with CD&R. As of March 31, 2020, the termination fee is recorded on the balance sheet as a component of prepaid expenses and other current assets. Upon consummation of the Merger with Anixter, the $100 million termination fee will be accounted for as a portion of the Merger Consideration paid to the stockholders of Anixter.
The closing of the Merger is subject to the satisfaction or waiver of customary conditions to closing, including the approval or clearance, or the expiration, termination or waiver of the waiting periods under various antitrust laws. As of the date hereof, clearance under the antitrust laws of Canada remains outstanding. Notification of the Merger was filed in Canada on February 27, 2020 and, on April 14, 2020, the Canadian Commissioner of Competition issued a Supplementary Information Request seeking additional information with respect to the Merger and the businesses of Anixter and WESCO. Notification of the | | | | | |
| Nine Months Ended |
| September 30 |
| 2019 |
| (In thousands) |
| Fair value of assets acquired | $ | 34,812 | |
| Fair value of liabilities assumed | 7,070 | |
| Cash paid for acquisition | $ | 27,742 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
Merger was filed in Mexico on February 10, 2020, and approval was received on April 30, 2020. Approval or clearance has previously been received under the antitrust laws of the United States, Russia and Turkey. WESCO, Anixter and Merger Sub have also filed notifications seeking approval under the antitrust laws of Chile (filed on February 20, 2020), but the receipt of approval in Chile is not a condition to the closing of the Merger. WESCO and Anixter expect to complete the Merger in the second or third calendar quarter of 2020.
5. GOODWILL AND INTANGIBLE ASSETS
The following table sets forth the changes in the carrying value of goodwill:
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended | | September 30 | | 2020 | | EES | | CSS | | UBS | | Total | | (In thousands) | | Beginning balance January 1 | $ | 573,447 | | | $ | 235,711 | | | $ | 949,882 | | | $ | 1,759,040 | | Adjustments to goodwill for acquisitions (Note 4)(1) (2) | 245,624 | | | 858,022 | | | 262,544 | | | 1,366,190 | | | Foreign currency exchange rate changes | (9,137) | | | 323 | | | 2,402 | | | (6,412) | | | Ending balance September 30 | $ | 809,934 | | | $ | 1,094,056 | | | $ | 1,214,828 | | | $ | 3,118,818 | |
(1) | Three Months Ended |
| March 31 |
(In thousands) | 2020 |
Beginning balance January 1 | $ | 1,759,040 | |
Foreign currency exchange rate changes | (46,894) | |
Adjustments to goodwill for acquisitions(1)
| 5,817 | |
Ending balance March 31 | $ | 1,717,963 | |
(1) Adjustments to goodwill resulted frominclude the final allocation of the purchase price paid for SLS, as described in Note 4, to the respective assets acquired and liabilities assumed.
(2) The effect of the merger with Anixter on the Company's determination of reportable segments is disclosed in Note 14.
Certain triggering events occurred during the first quarter of 2020, including the effect of the ongoing macroeconomic disruption and uncertainty caused by a novel coronavirus disease (“COVID-19”)the COVID-19 pandemic, as well as the decline in ourthe Company's share price and market capitalization, both of which could indicateindicated that the carrying value of goodwill and indefinite-lived intangible assets may not be recoverable. Accordingly, wethe Company performed an interim test for impairment. Weimpairment as of March 31, 2020. There were no impairment losses identified as a result of this interim test.
As disclosed in Note 1, the Company identified new operating segments during the third quarter of 2020, which changed the composition of its reporting units. Accordingly, the Company reassigned goodwill to the new reporting units using a relative fair value allocation approach. The Company performed a goodwill impairment test immediately before and after it reorganized its reporting structure. Goodwill was tested for goodwill impairment on a reporting unit level and the evaluation involved comparing the fair value of each reporting unit to its carrying value. The fair values of ourthe Company's reporting units were determined using a combination of a discounted cash flow analysis and market multiples. We evaluated the recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial information. Goodwill and indefinite-lived trademarks totaled $1.8 billion and $1.9 billion as of March 31, 2020 and December 31, 2019, respectively.
There were no impairment losses identified as a result of our interim test. Two of our reporting units with goodwill of $261.3 million and $524.9 million, respectively, had estimated fair values that exceeded their respective carrying values by less than 5%. The determination of fair value of our reporting units involves significant management judgment, particularly as it relates to the underlying assumptions and factors around our expected operating margins and discount rate. In performing ourthe quantitative assessments, wemanagement used expected operating margins supported by a combination of historical results, current forecasts, market data and recent economic events. Weevents, which are categorized within Level 3 of the fair value hierarchy. The Company used a discount rate that reflects marketplacemarket participants' cost of capital. There were no impairment losses identified as a result of these tests.
Although all of the Company's reporting units have fair values that currently exceed the respective carrying values, the EES reporting unit with goodwill of $809.9 million had an estimated fair value that exceeded its respective carrying value by less than 10%. The determination of fair value of the reporting units involves significant management judgment, and management applies its best judgment when assessingparticularly as it relates to the reasonableness of financial projections. Fair values are sensitive to changes in underlying assumptions and factors. Asfactors around expected operating margins and discount rate.
Due to the ongoing uncertainty surrounding the current macroeconomic environment and conditions in the markets in which WESCO operates, as well as the risk that the Company may not fully realize cost savings, operating synergies or revenue improvement as a result of its acquisition of Anixter, there can be no assurance that the estimates and assumptions made for purposesfair values of the interimCompany's reporting units will exceed their carrying values in the future, and that goodwill and indefinite-lived intangible impairment testsassets will provebe fully recoverable.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
The components of intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2020 | | December 31, 2019 |
| (In thousands) | | Gross Carrying Amount (1) | | Accumulated Amortization (1) | | Net Carrying Amount | | Gross Carrying Amount (1) | | Accumulated Amortization (1) | | Net Carrying Amount |
| Intangible assets: | Life | | | | | | | | | | | |
| Trademarks | Indefinite | $ | 832,525 | | | $ | — | | | $ | 832,525 | | | $ | 98,699 | | | $ | — | | | $ | 98,699 | |
| Trademarks | 10 - 15 | 24,894 | | | (10,961) | | | 13,933 | | | 24,800 | | | (9,319) | | | 15,481 | |
| Non-compete agreements | 2 - 5 | 4,342 | | | (694) | | | 3,648 | | | 196 | | | (180) | | | 16 | |
| Customer relationships | 10 - 20 | 1,455,003 | | | (237,896) | | | 1,217,107 | | | 358,341 | | | (201,962) | | | 156,379 | |
| Distribution agreements | 10 - 19 | 37,281 | | | (27,031) | | | 10,250 | | | 37,371 | | | (25,294) | | | 12,077 | |
| Patents | 10 | 48,310 | | | (47,305) | | | 1,005 | | | 48,310 | | | (43,687) | | | 4,623 | |
| | $ | 2,402,355 | | | $ | (323,887) | | | $ | 2,078,468 | | | $ | 567,717 | | | $ | (280,442) | | | $ | 287,275 | |
(1) Excludes the original cost and related accumulated amortization of fully-amortized intangible assets.
Amortization expense related to be accurate predictions of future results.intangible assets totaled $27.3 million and $8.6 million for the three months ended September 30, 2020 and 2019, respectively, and $45.9 million and $25.7 million for the nine months ended September 30, 2020 and 2019, respectively.
The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter:
| | | | | |
| For year ending December 31, | (In thousands) |
| 2020 | $ | 26,960 | |
| 2021 | 100,459 | |
| 2022 | 96,608 | |
| 2023 | 95,288 | |
| 2024 | 91,870 | |
| Thereafter | 834,758 | |
6. STOCK-BASED COMPENSATION
WESCO’s stock-based employee compensation plans are comprised of 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-settled stock appreciation rights is determined using the Black-Scholes model. The fair value of restricted stock units and performance-based awards with performance conditions is determined by the grant-date closing price of WESCO’s common stock. The forfeiture assumption is based on WESCO’s historical employee behavior that is reviewed on an annual basis. No dividends are assumed. For stock-settled stock appreciation rights that are exercised and for restricted stock units and performance-based awards that vest, shares are issued out of WESCO's outstanding common stock.
Stock-settled stock appreciation rights vest ratably over a three-year period and terminate on the tenth anniversary of the grant date unless terminated sooner under certain conditions. VestingExcept for the special award described below, vesting of restricted stock units is based on a minimum time period of three years. Vesting of performance-based awards is based on a three-year performance period, and the number of
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
shares earned, if any, depends on the attainment of certain performance levels. Outstanding awards would vest upon the consummation of a change in control transaction and performance-based awards would vest at the target level.
On July 2, 2020, a special award of restricted stock units was granted to certain officers of the Company. These awards vest in tranches of 30% on each of the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date, subject, in each case, to continued employment through the applicable anniversary date.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
Performance-based awards granted in 2020 and 2019 were based on two equally-weighted performance measures: the three-year average growth rate of WESCO's net income and the three-year cumulative return on net assets. Performance-based awards granted in 2018 were based on two equally-weighted performance measures: the three-year average growth rate of the Company’s fully diluted earnings per share and the three-year cumulative return on net assets.
During the three and nine months ended March 31,September 30, 2020 and 2019, WESCO granted the following stock-settled stock appreciation rights, restricted stock units and performance-based awards at the following weighted-average fair values:
| | | Three Months Ended | | | Three Months Ended | | Nine Months Ended |
| | March 31,
2020 | | March 31,
2019 | | September 30,
2020 | | September 30,
2019 | | September 30,
2020 | | September 30,
2019 |
| Stock-settled stock appreciation rights granted | Stock-settled stock appreciation rights granted | 262,091 | | | 213,618 | | Stock-settled stock appreciation rights granted | 0 | | | 0 | | | 262,091 | | | 213,618 | |
| Weighted-average fair value | Weighted-average fair value | $ | 13.86 | | | $ | 16.36 | | Weighted-average fair value | $ | 0 | | | $ | 0 | | | $ | 13.86 | | | $ | 16.36 | |
| | Restricted stock units granted | Restricted stock units granted | 211,450 | | | 175,544 | | Restricted stock units granted | 444,375 | | | 6,256 | | | 655,825 | | | 181,800 | |
| Weighted-average fair value | Weighted-average fair value | $ | 48.32 | | | $ | 54.64 | | Weighted-average fair value | $ | 32.18 | | | $ | 47.95 | | | $ | 37.38 | | | $ | 54.41 | |
| | Performance-based awards granted | Performance-based awards granted | 158,756 | | | 126,874 | | Performance-based awards granted | 0 | | | 0 | | | 158,756 | | | 126,874 | |
| Weighted-average fair value | Weighted-average fair value | $ | 48.67 | | | $ | 54.64 | | Weighted-average fair value | $ | 0 | | | $ | 0 | | | $ | 48.67 | | | $ | 54.64 | |
The fair value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions:
| | | Three Months Ended | | | Three Months Ended | | Nine Months Ended |
| | March 31,
2020 | | March 31,
2019 | | September 30,
2020 | | September 30,
2019 | | September 30,
2020 | | September 30,
2019 |
| Risk free interest rate | Risk free interest rate | 1.4 | % | | 2.5 | % | Risk free interest rate | n/a | | n/a | | 1.4 | % | | 2.5 | % |
| Expected life (in years) | Expected life (in years) | 5 | | 5 | Expected life (in years) | n/a | | n/a | | 5 | | 5 |
| Expected volatility | Expected volatility | 30 | % | | 29 | % | Expected volatility | n/a | | n/a | | 30 | % | | 29 | % |
The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve as of the grant date. The expected life is based on historical exercise experience and the expected volatility is based on the volatility of the Company's daily stock prices over a five-year period preceding the grant date.
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the threenine months ended March 31,September 30, 2020:
| | | Awards | | Weighted-
Average
Exercise
Price | | Weighted-
Average
Remaining
Contractual Term (In years) | | Aggregate
Intrinsic
Value
(In thousands) | | Awards | | Weighted-
Average
Exercise
Price | | Weighted-
Average
Remaining
Contractual Term (In years) | | Aggregate
Intrinsic
Value
(In thousands) |
| Outstanding at December 31, 2019 | Outstanding at December 31, 2019 | 2,337,049 | | | $ | 59.72 | | | | | | Outstanding at December 31, 2019 | 2,337,049 | | | $ | 59.72 | | | | | |
| Granted | Granted | 262,091 | | | 48.32 | | | | | | Granted | 262,091 | | | 48.32 | | | | | |
| Exercised | Exercised | (6,589) | | | 42.12 | | | | | | Exercised | (182,487) | | | 33.57 | | | | | |
| Forfeited | Forfeited | (24,273) | | | 65.33 | | | | | | Forfeited | (39,112) | | | 65.57 | | | | | |
| Outstanding at March 31, 2020 | 2,568,278 | | | 58.54 | | | 5.7 | | $ | — | | |
| Exercisable at March 31, 2020 | 2,027,915 | | | $ | 59.84 | | | 4.9 | | $ | — | | |
| Outstanding at September 30, 2020 | | Outstanding at September 30, 2020 | 2,377,541 | | | 60.37 | | | 5.7 | | $ | 679 | |
| Exercisable at September 30, 2020 | | Exercisable at September 30, 2020 | 1,844,929 | | | $ | 62.32 | | | 5.0 | | $ | 679 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
The following table sets forth a summary of time-based restricted stock units and related information for the threenine months ended March 31,September 30, 2020:
| | | Awards | | Weighted-
Average
Fair
Value | | Awards | | Weighted-
Average
Fair
Value |
| Unvested at December 31, 2019 | Unvested at December 31, 2019 | 363,729 | | | $ | 60.00 | | Unvested at December 31, 2019 | 363,729 | | | $ | 60.00 | |
| Granted | Granted | 211,450 | | | 48.32 | | Granted | 655,825 | | | 37.38 | |
| Vested | Vested | (78,007) | | | 70.07 | | Vested | (80,486) | | | 69.68 | |
| Forfeited | Forfeited | (6,755) | | | 61.67 | | Forfeited | (8,364) | | | 60.03 | |
| Unvested at March 31, 2020 | 490,417 | | | $ | 53.38 | | |
| Unvested at September 30, 2020 | | Unvested at September 30, 2020 | 930,704 | | | $ | 43.23 | |
The following table sets forth a summary of performance-based awards for the threenine months ended March 31,September 30, 2020:
| | | Awards | | Weighted-
Average
Fair
Value | | Awards | | Weighted-
Average
Fair
Value |
| Unvested at December 31, 2019 | Unvested at December 31, 2019 | 195,305 | | | $ | 60.24 | | Unvested at December 31, 2019 | 195,305 | | | $ | 60.24 | |
| Granted | Granted | 158,756 | | | 48.67 | | Granted | 158,756 | | | 48.67 | |
| Vested | Vested | (25,909) | | | 78.04 | | Vested | (25,909) | | | 78.04 | |
| Forfeited | Forfeited | (20,538) | | | 71.47 | | Forfeited | (20,538) | | | 71.47 | |
| Unvested at March 31, 2020 | 307,614 | | | $ | 52.60 | | |
| Unvested at September 30, 2020 | | Unvested at September 30, 2020 | 307,614 | | | $ | 52.60 | |
Vesting of the 307,614 shares of performance-based awards in the table above is dependent upon the achievement of certain performance targets, including 134,010 that are dependent upon the three-year average growth rate of WESCO's net income, 19,797 that are dependent upon the three-year average growth rate of the Company's fully diluted earnings per share, and 153,807 that are based upon the three-year cumulative return on net assets. These awards are accounted for as awards with performance conditions; compensation cost is recognized over the performance period based upon WESCO's determination of whether it is probable that the performance targets will be achieved.
WESCO recognized $4.6$6.0 million and $4.7$4.4 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the three months ended March 31,September 30, 2020 and 2019, respectively. WESCO recognized $15.5 million and $14.2 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the nine months ended September 30, 2020 and 2019, respectively. As of March 31,September 30, 2020, there was $35.9$39.8 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements for all awards previously made, of which approximately $14.3$6.0 million is expected to be recognized over the remainder of 2020, $13.4$17.8 million in 2021, $7.4$12.4 million in 2022 and $0.8$3.6 million in 2023.
7. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to WESCO Internationalcommon stockholders by the weighted-average number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income attributable to WESCO Internationalcommon stockholders by the weighted-average common shares and common share equivalents outstanding during the periods. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method, which includes consideration of equity awards.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
The following table sets forth the details of basic and diluted earnings per share:
| | | Three Months Ended | | | Three Months Ended | | Nine Months Ended |
| | | March 31 | | | September 30 | | September 30 |
| (In thousands, except per share data) | (In thousands, except per share data) | 2020 | | 2019 | (In thousands, except per share data) | 2020 | | 2019 | | 2020 | | 2019 |
| Net income attributable to WESCO International | Net income attributable to WESCO International | $ | 34,407 | | | $ | 42,369 | | Net income attributable to WESCO International | $ | 80,678 | | | $ | 64,495 | | | $ | 80,578 | | | $ | 170,329 | |
| Less: Preferred stock dividends | | Less: Preferred stock dividends | 14,511 | | | 0 | | | 15,787 | | | 0 | |
| Net income attributable to common stockholders | | Net income attributable to common stockholders | $ | 66,167 | | | $ | 64,495 | | | $ | 64,791 | | | $ | 170,329 | |
| Weighted-average common shares outstanding used in computing basic earnings per share | Weighted-average common shares outstanding used in computing basic earnings per share | 41,837 | | | 45,076 | | Weighted-average common shares outstanding used in computing basic earnings per share | 50,043 | | | 42,100 | | | 44,873 | | | 43,545 | |
| Common shares issuable upon exercise of dilutive equity awards | Common shares issuable upon exercise of dilutive equity awards | 238 | | | 415 | | Common shares issuable upon exercise of dilutive equity awards | 444 | | | 278 | | | 231 | | | 355 | |
| Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share | Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share | 42,075 | | | 45,491 | | Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share | 50,487 | | | 42,378 | | | 45,104 | | | 43,900 | |
| Earnings per share attributable to WESCO International | | | | |
| Earnings per share attributable to common stockholders | | Earnings per share attributable to common stockholders | | | | | | | |
| Basic | Basic | $ | 0.82 | | | $ | 0.94 | | Basic | $ | 1.32 | | | $ | 1.53 | | | $ | 1.44 | | | $ | 3.91 | |
| Diluted | Diluted | $ | 0.82 | | | $ | 0.93 | | Diluted | $ | 1.31 | | | $ | 1.52 | | | $ | 1.44 | | | $ | 3.88 | |
For the three and nine months ended March 31,September 30, 2020, the computation of diluted earnings per share attributable to common stockholders excluded stock-based awards of approximately 2.0 million and 3.0 million, respectively. For the three and nine months ended September 30, 2019, the computation of diluted earnings per share attributable to WESCO Internationalcommon stockholders excluded approximately 2.3 million and 1.8 million of stock-based awards respectively.of approximately 1.8 million. These amounts were excluded because their effect would have been antidilutive.
In December 2017, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's common stock through December 31, 2020. In October 2018, the Board approved an increase to this repurchase authorization from $300 million to $400 million.
On November 6, 2018, For the three months ended September 30, 2019, the Company entered intoreceived 695,496 shares from an accelerated stock repurchase agreement with a financial institution to repurchase shares of its common stock. In exchange for an up-front cash payment of $100.0 million,transaction entered into on May 7, 2019. For the nine months ended September 30, 2019, the Company received a total of 1,953,1673,455,584 shares, 365,272 of which 365,272 were received duringupon the three months ended March 31, 2019. WESCO funded thesettlement of an accelerated stock repurchase with borrowings under its accounts receivable securitization and revolving credit facilities.agreement entered into on November 6, 2018.
The total number of shares ultimately delivered under an accelerated stock repurchase transaction is determined by the average of the volume-weighted-average price of the Company's common stock for each exchange business day during the respective settlement valuation periods. For purposes of computing earnings per share for the three and nine months ended March 31,September 30, 2019, share repurchases have been reflected as a reduction to common shares outstanding on the respective delivery dates.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
8. EMPLOYEE BENEFIT PLANSDEBT
The following table sets forth WESCO's outstanding indebtedness:
| | | | | | | | | | | |
| As of |
| September 30,
2020 | | December 31,
2019 |
| (In thousands) |
| International lines of credit | $ | 29,787 | | | $ | 26,255 | |
| Accounts Receivable Securitization Facility | 890,000 | | | 415,000 | |
| Revolving Credit Facility | 325,000 | | | 0 | |
| 5.375% Senior Notes due 2021 | 500,000 | | | 500,000 | |
| 5.50% Senior Notes due 2023 | 58,636 | | | 0 | |
| 5.375% Senior Notes due 2024 | 350,000 | | | 350,000 | |
| 6.00% Senior Notes due 2025 | 4,173 | | | 0 | |
| 7.125% Senior Notes due 2025 | 1,500,000 | | | 0 | |
| 7.250% Senior Notes due 2028, less debt discount of $9,643 | 1,315,357 | | | 0 | |
| Finance lease obligations | 14,891 | | | 1,373 | |
| Total debt | 4,987,844 | | | 1,292,628 | |
| Plus: Fair value adjustment to the Anixter Senior Notes | 1,824 | | | 0 | |
| Less: Unamortized debt issuance costs | (82,700) | | | (8,876) | |
| Less: Short-term debt and current portion of long-term debt | (28,844) | | | (26,685) | |
| Total long-term debt | $ | 4,878,124 | | | $ | 1,257,067 | |
Amended and Restated Accounts Receivable Securitization Facility
On June 22, 2020, WESCO Distribution amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of a Fifth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”), by and among WESCO Receivables Corp. (“WESCO Receivables”), WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as Administrator. The Receivables Purchase Agreement amends and restates the amended and restated receivables purchase agreement entered into on September 24, 2015 (the “Existing Receivables Purchase Agreement”).
The Receivables Purchase Agreement, among other things, increased the purchase limit under the Existing Receivables Purchase Agreement from $600 million to $1,025 million, with the opportunity to exercise an accordion feature that permits increases in the purchase limit of up to $375 million, extended the term of the Receivables Facility to June 22, 2023 and added and amended certain defined terms. Borrowings under the Receivables Facility bear interest at the 30-day LIBOR rate, with a LIBOR floor of 0.5%, plus applicable spreads, The interest rate spread of the Receivables Facility increased from 0.95% to 1.20%. The commitment fee remained unchanged at 0.45%.
Under the Receivables Facility, WESCO sells, on a continuous basis, an undivided interest in all domestic accounts receivable to WESCO Receivables, a wholly owned special purpose entity (the “SPE”). The SPE sells, without recourse, a senior undivided interest in the receivables to financial institutions for cash while maintaining a subordinated undivided interest in the receivables, in the form of overcollateralization. Since WESCO maintains control of the transferred receivables, the transfers do not qualify for “sale” treatment. As a result, the transferred receivables remain on the balance sheet, and WESCO recognizes the related secured borrowing. WESCO has agreed to continue servicing the sold receivables for the third-party conduits and financial institutions at market rates; accordingly, no servicing asset or liability has been recorded.
Amended and Restated Asset-Based Revolving Credit Facility
On June 22, 2020, WESCO, WESCO Distribution and certain other subsidiaries of WESCO entered into a $1,100 million revolving credit facility (the “Revolving Credit Facility”), as a replacement of WESCO Distribution’s existing revolving credit facility entered into on September 26, 2019, pursuant to the terms and conditions of a Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020 (the “Credit Agreement”), among WESCO Distribution, the other U.S. borrowers party thereto (collectively, the “U.S. Borrowers”), WESCO Distribution Canada LP (“WESCO Canada”), the other Canadian borrowers party thereto (collectively, the “Canadian Borrowers”), WESCO, the lenders party thereto and Barclays Bank PLC,
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
as the administrative agent. The Revolving Credit Facility contains a letter of credit sub-facility of up to $175 million and an accordion feature allowing WESCO Distribution to request increases to the borrowing commitments under the Revolving Credit Facility of up to $500 million in the aggregate, subject to customary conditions. The Revolving Credit Facility matures in June 2025.
The obligations of WESCO Distribution and the other U.S. Borrowers under the Revolving Credit Facility have been guaranteed by WESCO and certain of WESCO Distribution’s subsidiaries (including certain subsidiaries of Anxiter Inc.). The obligations of WESCO Canada and the other Canadian Borrowers under the Revolving Credit Facility (including certain subsidiaries of Anxiter Inc.) have been guaranteed by certain subsidiaries of WESCO Canada and the other Canadian Borrowers. The Revolving Credit Facility is secured by (i) substantially all assets of WESCO Distribution, the other U.S. Borrowers and certain of WESCO Distribution’s subsidiaries (including certain subsidiaries of Anxiter Inc.), other than, among other things, real property and accounts receivable sold or intended to be sold pursuant to WESCO Distribution’s Receivables Facility, and (ii) substantially all assets of WESCO Canada, the other Canadian Borrowers and certain of WESCO Canada’s subsidiaries, other than, among other things, real property, in each case, subject to customary exceptions and limitations. The applicable interest rate for borrowings under the Revolving Credit Facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and 1.50% for LIBOR-based borrowings and 0.25% and 0.50% for prime rate-based borrowings.
The Credit Agreement requires compliance with conditions that must be satisfied prior to any borrowing as well as ongoing compliance with certain customary affirmative and negative covenants. The Credit Agreement contains customary events of default. Upon the occurrence and during the continuance of an event of default, the commitments of the lenders may be terminated, and all outstanding obligations of the loan parties under the Revolving Credit Facility may be declared immediately due and payable.
5.50% Senior Notes due 2023
6.00% Senior Notes due 2025
On April 30, 2020, in connection with the Merger, WESCO Distribution commenced offers to purchase for cash (each, a “WESCO Tender Offer” and, together the “WESCO Tender Offers”) any and all of Anixter Inc.’s outstanding (i) 5.50% Senior Notes due 2023 (the “Anixter 2023 Senior Notes”), $350.0 million aggregate principal amount, issued under the Indenture, dated as of August 18, 2015 (the “Anixter 2023 Indenture”), by and among Anixter Inc., Anixter and Wells Fargo Bank, National Association, as trustee, and (ii) 6.00% Senior Notes due 2025 (the “Anixter 2025 Senior Notes” and, together with the Anixter 2023 Senior Notes, the "Anixter Senior Notes"), $250.0 million aggregate principal amount, issued under the Indenture, dated as of November 13, 2018 (the “Anixter 2025 Indenture” and, together with the Anixter 2023 Indenture, the “Anixter Indentures”) by and among Anixter Inc., Anixter and Wells Fargo Bank, National Association, as trustee.
Concurrent with the WESCO Tender Offers, Anixter Inc. commenced consent solicitations to amend the definition of "Change of Control" under the applicable Indenture to exclude the Merger and related transactions and expressly permit a merger between Anixter Inc. and Anixter (the “Anixter Consent Solicitations”).
On June 23, 2020 (the "Expiration Date"), following the completion of the Merger, the WESCO Tender Offers and Anixter Consent Solicitations expired and settled. Pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, dated April 30, 2020, holders of the Anixter Senior Notes that validly tendered and did not validly withdraw prior to such date, received total tender offer consideration of $1,012.50 per $1,000 principal amount of Anixter Senior Notes, which amount, in each case, included an early tender payment of $50.00 per $1,000 principal amount of Anixter Senior Notes. Holders who validly delivered their consents at or prior to the Expiration Date received a consent fee of $2.50 per $1,000 principal amount of Anixter Senior Notes.
As of September 30, 2020, $58.6 million and $4.2 million aggregate principal amount of the Anixter 2023 Senior Notes and Anixter 2025 Senior Notes, respectively, were outstanding.
7.125% Senior Notes due 2025
7.250% Senior Notes due 2028
On June 12, 2020, WESCO Distribution issued $1,500 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”) and $1,325 million aggregate principal amount of 7.250% Senior Notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “Notes”). The 2025 Notes were issued at a price of 100.000% of the aggregate principal amount. The 2028 Notes were issued at a price of 99.244% of the aggregate principal amount.
The Notes were issued pursuant to, and are governed by, an indenture (the “Notes Indenture”), dated as of June 12, 2020, between the Company, WESCO Distribution and U.S. Bank National Association, as trustee (the “Trustee”). The Notes and
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”) and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.
The Company used the net proceeds from the issuance of the Notes, together with borrowings under its new and amended credit facilities and existing cash on hand, to finance the Merger and the other transactions contemplated by the Merger Agreement. The use of proceeds included (i) paying the cash portion of the Merger consideration to stockholders of Anixter, (ii) refinancing certain existing indebtedness of Anixter contemplated by the Merger Agreement, including financing the satisfaction and discharge, defeasance, redemption or other repayment in full of the 5.125% Senior Notes due 2021 of Anixter Inc., a wholly owned subsidiary of Anixter, and financing payments in connection with the Anixter Consent Solicitations and WESCO Tender Offers, as described above, (iii) refinancing other indebtedness of the Company, and (iv) paying fees, costs and expenses in connection with the foregoing.
The Notes are unsecured and unsubordinated obligations of WESCO Distribution and are guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2025 Notes accrue interest at a rate of 7.125% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2025 Notes will mature on June 15, 2025. The 2028 Notes accrue interest at a rate of 7.250% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2028 Notes will mature on June 15, 2028.
WESCO Distribution may redeem all or a part of the 2025 Notes at any time prior to June 15, 2022 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to June 15, 2022, WESCO Distribution may redeem up to 35% of the 2025 Notes with the net cash proceeds from certain equity offerings. On or after June 15, 2022, WESCO Distribution may redeem all or a part of the 2025 Notes on the redemption dates and at the redemption prices specified in the Notes Indenture. WESCO Distribution may redeem all or a part of the 2028 Notes at any time prior to June 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to June 15, 2023, WESCO Distribution may redeem up to 35% of the 2028 Notes with the net cash proceeds from certain equity offerings. On or after June 15, 2023, WESCO Distribution may redeem all or a part of the 2028 Notes on the redemption dates and at the redemption prices specified in the Notes Indenture.
The Notes Indenture contains certain covenants that, among other things, limit (i) the Company’s and its subsidiaries’ ability to pay dividends on or repurchase the Company’s capital stock, incur liens on assets, engage in certain sale and leaseback transactions or sell certain assets, and (ii) the Company’s and any guarantor’s ability to sell all or substantially all of its assets to, or merge or consolidate with or into, other persons, in the case of each of the foregoing, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Notes Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.
9. STOCKHOLDERS' EQUITY
Series A majorityPreferred Stock
The Company's Board of Directors authorized 25,000 shares of fixed-rate reset cumulative perpetual preferred stock, Series A, with a liquidation preference of $25,000 per whole preferred share and a par value of $0.01 per share (the "Series A Preferred Stock"). Depositary shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock, are registered under the Securities Act of 1933, as amended.
In connection with the Merger, as described in Note 4, the Company issued 21,611,534 depositary shares, representing an interest in approximately 21,612 shares of Series A Preferred Stock.
Holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Company's Board of Directors, cumulative cash dividends at an initial rate of 10.625% per annum of the $25,000 liquidation preference per share.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
On June 22, 2025, and every five-year period thereafter, the dividend rate on the Series A Preferred Stock resets and will be equal to the Five-year U.S. Treasury Rate plus a spread of 10.325%.
Holders of the Series A Preferred Stock are not entitled to convert or exchange their shares of Series A Preferred stock into shares of any of WESCO’s employees are coveredother classes or series of stock or into any other security of WESCO (other than upon a change of control involving the issuance of additional shares of common stock or other change of control transaction, in each case, approved by holders of common stock).
The Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund, retirement fund or purchase fund or any other obligation of WESCO to redeem, repurchase or retire the Series A Preferred Stock.
Holders of the Series A Preferred Stock will have limited voting rights, including the right to elect two directors to the board of directors of the Company in the event dividends on the Series A Preferred Stock remain unpaid for the equivalent of six or more full quarterly dividend periods.
Stockholder Rights Plan
On July 17, 2020, WESCO's Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of WESCO, par value $0.01 per share (“WESCO Common Stock”), and adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of July 17, 2020 (the “Rights Agreement”), by and between WESCO and Computershare Trust Company, N.A., as rights agent. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 10% or more (15% or more in the case of passive investors filing statements on Schedule 13G) of the outstanding WESCO Common Stock without the approval of the Board. The dividend Right was paid on July 27, 2020 to WESCO stockholders of record as of the close of business on July 27, 2020. The Rights Agreement provides that the Rights will expire on July 16, 2021. The Rights have no value upon issuance.
10. PENSION PLANS, POST-RETIREMENT BENEFITS AND OTHER BENEFITS
Defined Contribution Plans
WESCO Distribution sponsors a defined contribution retirement savings plans for their services rendered subsequent to WESCO’s formation. WESCO also offers a deferred compensation plan for select individuals. Forthe majority of its U.S. participants, WESCOemployees. The Company matches contributions made by employees at an amount equal to 50% of participants' total monthly contributions up to a maximum of 6% of eligible compensation. For Canadian participants, WESCO makes contributionsContributions are made in amounts ranging from 3%cash and employees have the option to 5%transfer balances allocated to their accounts into any of participants' eligible compensation based on years of continuous service. WESCOthe available investment options. The Company may also make, subject to the Board of Directors' approval, a discretionary contribution to the defined contribution retirement savings plan covering U.S. participants if certain predetermined profit levels are attained. ForDue to the three months ended March 31,COVID-19 pandemic and its adverse effect on WESCO's results of operations, the Company suspended matching employer contributions between April 16, 2020 and 2019, September 30, 2020.
WESCO incurred chargesDistribution Canada LP, a wholly-owned subsidiary of $2.8 million and $12.6 million, respectively,the Company, sponsors a defined contribution plan for certain Canadian employees. The Company makes contributions in amounts ranging from 3% to 5% of participants' eligible compensation based on years of continuous service.
Anixter Inc. sponsors a defined contribution plan covering all suchof its non-union U.S. employees (the "Anixter Employee Savings Plan"). The employer match for the Anixter Employee Savings Plan is equal to 50% of a participant's contribution up to 5% of the participant's compensation. Anixter Inc. will also make an annual contribution to the Anixter Employee Savings Plan on behalf of each active participant who is hired or rehired on or after July 1, 2015, or is not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution is equal to either 2% or 2.5% of the participant’s compensation, as determined by the participant’s years of service. This contribution is in lieu of being eligible for the Anixter Inc. Pension Plan. Certain of Anixter Inc.'s foreign subsidiaries also have defined contribution plans. Contributions to these plans are made in cash tobased upon various levels of employee retirement savings plan accounts. Theparticipation and legal requirements.
Deferred Compensation Plans
WESCO Distribution sponsors a deferred compensation plan is an unfunded plan. As(the "WESCO Deferred Compensation Plan") that permits select employees to make pre-tax deferrals of March 31, 2020salary and December 31, 2019, the Company's obligation under the deferred compensation plan was $21.9 million and $25.2 million, respectively.bonus. Employees have the option to transfer balances allocated to their accounts in the defined contribution retirement savings plan and the deferred compensation planWESCO Deferred Compensation Plan into any of the available investment options.
The Company sponsors a contributory defined benefit plan covering substantially all Canadian employeesWESCO Deferred Compensation Plan is an unfunded plan. As of EECOL and a Supplemental Executive Retirement Plan for certain executives of EECOL. During the three months ended March 31,September 30, 2020, the Company made aggregate cash contributionsCompany's obligation under the WESCO Deferred Compensation Plan was $26.0 million, of $1.0which $10.1 million to its defined benefit plans.was included in other current liabilities and $15.9 million in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. At December 31, 2019, the Company's obligation under the WESCO Deferred Compensation Plan was $25.2 million, which was included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
Anixter Inc. sponsors a non-qualified deferred compensation plan (the "Anixter Deferred Compensation Plan") that permits select employees to make pre-tax deferrals of salary and bonus. Interest is accrued monthly on the deferred compensation balances based on the average ten-year Treasury note rate for the previous three months times a factor of 1.4, and the rate is further adjusted if certain financial goals are achieved. At September 30, 2020, the deferred compensation liabilities included in other current liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheet were $3.8 million and $42.4 million, respectively.
Concurrent with the implementation of the Anixter Deferred Compensation Plan, the Company established a Rabbi Trust arrangement to provide for the liabilities associated with the deferred compensation plan and an executive non-qualified defined benefit plan. The assets are invested in marketable securities. At September 30, 2020, $39.5 million was recorded in other assets in the Condensed Consolidated Balance Sheet for this arrangement.
Defined Benefit Plans
WESCO sponsors a contributory defined benefit plan covering substantially all Canadian employees of EECOL Electric Corp. (""EECOL") and a Supplemental Executive Retirement Plan for certain executives of EECOL (the "EECOL SERP").
Anixter Inc. sponsors defined benefit pension plans in the U.S., which consist of the Anixter Inc. Pension Plan, the Executive Benefit Plan and the Supplemental Executive Retirement Plan (the "Anixter SERP") (together, the "Anixter Domestic Plans") and various defined benefit pension plans covering employees of foreign subsidiaries in Canada and Europe (together, the " Anixter Foreign Plans"). The Anixter Inc. Pension Plan was frozen to entrants first hired or rehired on or after July 1, 2015. The majority of these defined benefit pension plans are non-contributory, and with the exception of U.S. and Canada, cover substantially all full-time domestic employees and certain employees in other countries. Retirement benefits are provided based on compensation as defined in both the Anixter Domestic Plans and the Anixter Foreign Plans. The Anixter Domestic Plans are funded as required by the Employee Retirement Income Security Act of 1974 ("ERISA") and the IRS and all Anixter Foreign Plans are funded as required by applicable foreign laws. The Anixter Inc. Executive Benefit Plan and the Anixter SERP are unfunded plans.
During the three and nine months ended September 30, 2020, the Company made aggregate cash contributions of $2.9 million and $4.7 million, respectively, for all of the benefit plans described above.
For the nine months ended September 30, 2020 and 2019, WESCO incurred total charges of $13.6 million and $24.7 million, respectively, for all of the benefit plans described above.
The following table sets forth the components of net periodic benefit costs for the Company's defined benefit plans:
| | | Three Months Ended | | | Three Months Ended | | Nine Months Ended |
| | | March 31 | | | September 30 | | September 30 |
| (In thousands) | (In thousands) | 2020 | | 2019 | (In thousands) | 2020 | | 2019 | | 2020 | | 2019 |
| Service cost | Service cost | $ | 1,309 | | | $ | 1,149 | | Service cost | $ | 3,826 | | | $ | 1,158 | | | $ | 6,801 | | | $ | 3,446 | |
| Interest cost | Interest cost | 1,037 | | | 1,089 | | Interest cost | 4,844 | | | 1,098 | | | 7,170 | | | 3,267 | |
| Expected return on plan assets | Expected return on plan assets | (1,614) | | | (1,422) | | Expected return on plan assets | (8,399) | | | (1,433) | | | (12,001) | | | (4,265) | |
Recognized actuarial gain | Recognized actuarial gain | 27 | | | (16) | | Recognized actuarial gain | (1) | | | (16) | | | 52 | | | (47) | |
| Net periodic benefit cost | Net periodic benefit cost | $ | 759 | | | $ | 800 | | Net periodic benefit cost | $ | 270 | | | $ | 807 | | | $ | 2,022 | | | $ | 2,401 | |
(1) For the three and nine months ended September 30, 2020 and 2019, no amounts were reclassified from accumulated other comprehensive income into net income, respectively.
The service cost of $1.3$3.8 million and $1.1$1.2 million for the three months ended March 31,September 30, 2020 and 2019, respectively, wasand $6.8 million and $3.4 million for the nine months ended September 30, 2020 and 2019, respectively, is reported as a component of selling, general and administrative expenses. The other components of net periodic benefit cost totaling a net benefit of $0.6$3.6 million and $0.3$0.4 million for the three months ended March 31,September 30, 2020 and 2019, respectively, wereand $4.8 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively, are presented as a component of net interestother non-operating expenses ("other, net").
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
Other Benefits
As permitted by the Merger Agreement, Anixter granted restricted stock units prior to June 22, 2020 in the ordinary course of business to its employees and other.directors. These awards, which did not accelerate solely as a result of the Merger, were converted into cash-only settled WESCO phantom stock units, which vest ratably over a 3-year period. As of September 30, 2020, the estimated fair value of these awards was $13.4 million. The Company recognized compensation expense associated with these awards of $1.4 million and $2.3 million for the three and nine months ended September 30, 2020, respectively, which is reported as a component of selling, general and administrative expenses.
9.11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, bank overdrafts and outstanding indebtedness. The Company's outstanding indebtedness includes $500 million in aggregate principal amount of 5.375% Senior Notes due 2021 and $350 million in aggregate principal amount of 5.375% Senior Notes due 2024. With the exception of these debt instruments, the carrying values of the Company's financial instruments approximate fair value.
The following table sets forth WESCO's debt instruments that were not carried at fair value as of March 31, 2020 and December 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of | | | | | | |
| March 31, 2020 | | | | December 31, 2019 | | |
| (In thousands) | Fair Value | | Carrying Amount | | Fair Value | | Carrying Amount |
| 5.375% Senior Notes due 2021 | $ | 458,170 | | | $ | 500,000 | | | $ | 502,895 | | | $ | 500,000 | |
| 5.375% Senior Notes due 2024 | 295,358 | | | 350,000 | | | 363,269 | | | 350,000 | |
The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company's debt instruments are classified as Level 2 within the fair value hierarchy. Changes
The carrying value of WESCO's debt instruments with fixed interest rates was $3,730.0 million and $850.0 million as of September 30, 2020 and December 31, 2019, respectively. The estimated fair value of this debt was $4,015.6 million and $866.2 million, respectively. The reported carrying values of WESCO's other financial instruments, including indebtedness with variable interest rates, approximated their fair values as of September 30, 2020 and December 31, 2019.
The Company purchases foreign currency forward contracts to minimize the effect of fluctuating foreign currency-denominated accounts on its reported income. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company's strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative offsets the impact of the underlying hedge. Its counterparties to foreign currency forward contracts have investment-grade credit ratings. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist which could affect the value of the derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing foreign currency forward contracts versus the movement of currencies as well as the fluctuations in the account balances throughout each reporting period. The fair value of foreign currency forward contracts is based on the difference between the contract rate and the current exchange rate. The fair value of foreign currency forward contracts is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. At September 30, 2020, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expenses ("other, net") in the Condensed Consolidated Statements of Income and Comprehensive Income offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. At September 30, 2020, the gross and net notional amounts of foreign currency forward contracts outstanding were approximately $104.8 million. While all of the Company's debt instruments was effected byforeign currency forward contracts are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the current economicCondensed Consolidated Balance Sheets. The gross fair value of assets and financial market environment.liabilities related to foreign currency forward contracts were immaterial.
10.12. COMMITMENTS AND CONTINGENCIES
From time to time, a number of lawsuits and claims have been or may be asserted against the Company relating to the conduct of its business, including litigation relating to commercial, product and employment matters. The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to WESCO. However, management does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on WESCO's financial condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on WESCO's results of operations for that period.
In an effort to expand the Company's footprint in the Middle East, WESCO has been doing business since 2009 with WESTEC Supplies General Trading (“WESTEC”), an industrial equipment supplier headquartered in the United Arab Emirates. WESTEC has debt facilities comprised of a $5.8 million term loan and a $1.0 million line of credit to support its working capital requirements and joint sales efforts with WESCO. Due to the nature of WESCO’s arrangement with WESTEC, WESCO has provided a standby letter of credit under its revolving credit facility of up to $7.3 million as security for WESTEC’s debt facilities. As of March 31,September 30, 2020, WESTEC had outstanding indebtedness totaling $6.0 million. Management
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
currently believes the estimated fair value of the noncontingent guarantee on the outstanding indebtedness is nominal and therefore a liability has not been recorded as of March 31,September 30, 2020.
11.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
13. INCOME TAXES
The effective tax rate for the three and nine months ended March 31,September 30, 2020 was 23.3% and 22.9%, respectively. The effective tax rate for the three and nine months ended September 30, 2019 was 23.1%19.8% and 21.7%21.0%, respectively. WESCO’s effective tax rate is typically impacted by the tax effect of intercompany financing, foreign tax rate differences, nondeductible expenses and state income taxes. The effective tax raterates for the three months ended March 31, 2020 iscurrent year periods are higher than the corresponding prior periodyear periods primarily due to discrete income tax expense relatedexpenses incurred by WESCO to stock-based awards. complete the acquisition of Anixter.
There have been no material adjustments to liabilities for uncertain tax positions since the last annual disclosure, except for the year ended December 31, 2019.
12. SUBSEQUENT EVENTS
On April 30, 2020, in connection with WESCO’s previously announced Merger with Anixter, WESCO announced that its wholly owned subsidiary, WESCO Distribution, has commenced (a) offers to purchase for cash any and all of Anixter Inc.’s, (a wholly owned subsidiary of Anixter), outstanding (i) 5.50% Senior Notes due 2023, $350,000,000 aggregate principal amount, and (ii) 6.00% Senior Notes due 2025, $250,000,000 aggregate principal amount (collectively, the “Anixter Notes,” and such offers, the “Offers”) and (b) solicitations of consents from the holders of each series of these existing Anixter Notes to amend the relevant indentures to eliminate certain of the covenants, restrictive provisions, events of default and related provisions therein and exclude the Merger from the change in control provision. Among other conditions, the Offers are conditioned upon the substantially concurrent or prior closing of the Merger.
Concurrent with WESCO’s Offers, Anixter announced that Anixter Inc. has commenced solicitations of consents from the holders of each series of the Anixter Notes to amend the relevant indentures to, among other things, exclude the Merger from the change in control provision (the “Anixter Consent Solicitations”) in return for the payment of a consent fee (the “Consent Fee”). Holder of Anixter Notes have the option to participate in either the Offers or the Anixter Consent Solicitations, but not both. In certain circumstances, consents deliveredpreliminary amounts recorded in connection with the Offers may beacquisition of Anixter, which totaled $30.0 million. In addition, the Company reassessed the realizability of certain deferred income tax assets acquired, including Anixter’s foreign tax credit carryforwards. As a result, the Company preliminary allocated $59.4 million to a foreign tax credit carryforward and $41.4 million to the related valuation allowance.
14. BUSINESS SEGMENTS
Prior to the completion of its merger with Anixter on June 22, 2020, as described in Note 4, WESCO had four operating segments that had been aggregated with those deliveredas one reportable segment. Effective on the date of acquisition, the Company added Anixter as a separate reportable segment for the quarterly period ended June 30, 2020. In the third quarter, the Company identified new operating segments organized around three strategic business units consisting of EES, CSS and UBS. These operating segments are equivalent to the Company's reportable segments. The operating segments in connectionthe respective periods were determined in accordance with the Anixter Consent Solicitations.manner in which WESCO's chief operating decision maker ("CODM") reviewed financial information during those periods.
SubjectThe following is a description of each of the Company's reportable segments and their business activities.
Electrical & Electronic Solutions
The EES segment supplies a broad range of products and supply chain solutions primarily to the termsConstruction, Industrial and conditionsOriginal Equipment Manufacturer ("OEM") markets. Product categories include a broad range of electrical equipment and supplies as well as lubricants, pipe, valves, fittings, fasteners, cutting tools, power transmission, and safety products. In addition, OEM customers require a reliable supply of assemblies and components to incorporate into their own products as well as value-added services such as supplier consolidation, design and technical support, just-in-time supply and electronic commerce, and supply chain management. EES includes the “Electrical and Electronic Solutions” business acquired from Anixter and the majority of the Offerlegacy WESCO industrial and construction businesses.
Communications & Security Solutions
The CSS segment supplies products and customized supply chain solutions to Purchasecustomers in a diverse range of industries including technology, finance, telecommunications service providers, transportation, education, government, healthcare and Consent Solicitation Statement, dated Aprilretail. CSS sells these products directly to end users or through various channels including data communications contractors, security, network, professional audio/visual and systems integrators. CSS has a broad product portfolio that includes copper and fiber optic cable and connectivity, access control, video surveillance, intrusion and fire/life safety, cabinets, power, cable management, wireless, professional audio/video, voice and networking switches and other ancillary products. CSS includes the “Network and Security Solutions” business acquired from Anixter and the legacy data communications and safety businesses from WESCO.
Utility & Broadband Solutions
The UBS segment supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products, and arranges materials management and procurement outsourcing for the power generation, power transmission and electricity distribution industries. The UBS segment combines the “Utility Power Solutions” business acquired from Anixter, the WESCO utility business, a portion of the legacy WESCO broadband business as well as the legacy WESCO integrated supply business.
Corporate expenses are incurred to obtain and coordinate financing, tax, information technology, legal and other related services. The Company also has various corporate assets which are reported in corporate. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets. Interest expense and other non-operating items are not allocated to the segments or reviewed on a segment basis. Corporate expenses and assets are shown in the tables below to reconcile the reportable segments to the consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)
For the three and nine months ended September 30, 2020 (the “Offer to Purchase”), paymentand September 30, 2019, the Company's CODM evaluated the performance of its operating segments based primarily on net sales, income from operations, and total assets.
The following table sets forth net sales and income from operations by reportable segment for the Offer consideration orperiods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Three Months Ended September 30, 2020 |
| EES | | CSS | | UBS | | Corporate | | Total |
| Net sales | $ | 1,653,726 | | | $ | 1,388,791 | | | $ | 1,099,284 | | | $ | 0 | | | $ | 4,141,801 | |
| Income from operations | 105,508 | | | 89,634 | | | 74,092 | | | (91,139) | | | 178,095 | |
| | | | | | | | | |
| Three Months Ended September 30, 2019 |
| (In thousands) | EES | | CSS | | UBS | | Corporate | | Total |
| Net sales | $ | 1,250,080 | | | $ | 235,920 | | | $ | 662,110 | | | $ | 0 | | | $ | 2,148,110 | |
| Income from operations | 72,007 | | | 10,555 | | | 43,811 | | | (32,640) | | | 93,733 | |
| | | | | | | | | |
| Nine Months Ended September 30, 2020 |
| (In thousands) | EES | | CSS | | UBS | | Corporate | | Total |
| Net sales | $ | 3,811,498 | | | $ | 1,953,967 | | | $ | 2,431,689 | | | $ | 0 | | | $ | 8,197,154 | |
| Income from operations | 194,643 | | | 127,502 | | | 167,651 | | | (235,518) | | | 254,278 | |
| | | | | | | | | |
| Nine Months Ended September 30, 2019 |
| (In thousands) | EES | | CSS | | UBS | | Corporate | | Total |
| Net sales | $ | 3,626,423 | | | $ | 681,087 | | | $ | 1,951,955 | | | $ | 0 | | | $ | 6,259,465 | |
| Income from operations | 198,774 | | | 32,501 | | | 134,431 | | | (103,297) | | | 262,409 | |
The following table sets forth total assets by reportable segment for the Consent Fee, as applicable, is expected to occur at or immediately following the closingperiods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| September 30, 2020 |
| (In thousands) | EES | | CSS | | UBS | | Corporate(1) | | Total |
| Total assets | $ | 3,838,242 | | | $ | 4,592,463 | | | $ | 2,990,621 | | | $ | 447,013 | | | $ | 11,868,339 | |
| | | | | | | | | |
| As of |
| December 31, 2019 |
| (In thousands) | EES | | CSS | | UBS | | Corporate(1) | | Total |
| Total assets | $ | 2,523,481 | | | $ | 610,046 | | | $ | 1,747,809 | | | $ | 136,299 | | | $ | 5,017,635 | |
(1)Total assets for Corporate primarily consist of the Merger. Additional information with respect to the Offerscash and the Anixter Consent Solicitations is included in WESCO’s Current Report on Form 8-K, filed with the SEC on April 30, 2020. Holders of Anixter Notes should also read the Offer to Purchase (and the documents incorporated by reference therein) carefullycash equivalents, deferred income taxes, fixed assets and in their entirety before making any decision with respect to a tender of Anixter Notes pursuant to the Offers or the Anixter Consent Solicitations, because they contain important information.leases.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and WESCO International, Inc.’s audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2019 Annual Report on Form 10-K. 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 WESCO International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as WESCO International, Inc.’s other reports filed with the Securities and Exchange Commission.Commission ("SEC").
Company Overview
WESCO International, Inc. (“WESCO International”), incorporated in 1993 and effectively formed in February 1994 upon acquiring a distribution business from Westinghouse Electric Corporation, is a leading North American-based distributor of products and provider of advancedbusiness-to-business distribution, logistics services and supply chain managementsolutions.
On June 22, 2020, WESCO completed its previously announced acquisition of Anixter International Inc., a Delaware corporation (“Anixter”). Pursuant to the terms of the Agreement and logisticsPlan of Merger, dated January 10, 2020 (the “Merger Agreement”), by and among Anixter, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO.
As a result of the Merger, the Company now employs over 18,000 people, maintains relationships with over 30,000 suppliers, and serves more than 150,000 customers worldwide. With nearly 1,500,000 products, end-to-end supply chain services, used primarilyand leading digital capabilities, WESCO provides innovative solutions to meet current customer needs across commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. WESCO operates nearly 800 branch and warehouse locations in industrial, construction, utility,over 50 countries, providing a local presence for customers and commercial, institutionala global network to serve multi-location businesses and government (“CIG”) markets. We aremulti-national corporations.
Prior to the completion of its merger with Anixter on June 22, 2020, as described in Note 4 of our Notes to the unaudited Condensed Consolidated Financial Statements, WESCO had four operating segments that had been aggregated as one reportable segment. Effective on the date of acquisition, the Company added Anixter as a leading providerseparate reportable segment for the quarterly period ended June 30, 2020. In the third quarter, the Company identified new operating segments organized around three strategic business units consisting of electrical, industrial, and communications maintenance, repair and operatingElectrical & Electronic Solutions ("MRO"EES"), Communications & Security Solutions ("CSS") and original equipment manufacturerUtility and Broadband Solutions ("OEM"UBS") products, construction materials,. The applicable comparative financial information reported in our previously issued interim financial statements for the three and advanced supply chain managementnine months ended September 30, 2019 has been recast in this Quarterly Report on Form 10-Q to conform to the basis of the new segments.
The following is a description of each of the Company's reportable segments and logistics services. Our primary product categories include generaltheir business activities.
Electrical & Electronic Solutions
The EES segment supplies wire, cable and conduit, communications and security, electrical distribution and controls, lighting and sustainability, and automation, controls and motors.
We serve approximately 70,000 active customers globally through approximately 500 branches primarily located in North America, with operations in 16 additional countries and 11 distribution centers located in the United States and Canada. We employ approximately 9,500 employees worldwide. We distribute over 1,000,000 products, grouped into six categories, from approximately 30,000 suppliers, utilizing a highly automated, proprietary electronic procurement and inventory replenishment system.
In addition, we offer a comprehensive portfolio of value-added capabilities, which includes supply chain management, logistics and transportation, procurement, warehousing and inventory management, as well as kitting, limited assemblybroad range of products and system installation. Our value-added capabilities, extensive geographic reach, experienced workforce and broad product and supply chain solutions have enabled usprimarily to grow ourthe Construction, Industrial and Original Equipment Manufacturer ("OEM") markets. Product categories include a broad range of electrical equipment and supplies as well as lubricants, pipe, valves, fittings, fasteners, cutting tools, power transmission, and safety products. In addition, OEM customers require a reliable supply of assemblies and components to incorporate into their own products as well as value-added services such as supplier consolidation, design and technical support, just-in-time supply and electronic commerce, and supply chain management. EES includes the “Electrical and Electronic Solutions” business acquired from Anixter and establishthe majority of the legacy WESCO industrial and construction businesses.
Communications & Security Solutions
The CSS segment supplies products and customized supply chain solutions to customers in a leading position in North America.diverse range of industries including technology, finance, telecommunications service providers, transportation, education, government, healthcare and retail. CSS sells these products directly to end users or through various channels including data communications contractors, security, network, professional audio/visual and systems integrators. CSS has a broad product portfolio that includes copper and fiber optic cable and connectivity, access control, video surveillance, intrusion and fire/life safety, cabinets, power, cable management, wireless, professional audio/video, voice and networking switches and other ancillary products. CSS includes the “Network and Security Solutions” business acquired from Anixter and the legacy data communications and safety businesses from WESCO.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Utility & Broadband Solutions
The UBS segment supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products, and arranges materials management and procurement outsourcing for the power generation, power transmission and electricity distribution industries. The UBS segment combines the “Utility Power Solutions” business acquired from Anixter, the WESCO utility business, a portion of the legacy WESCO broadband business as well as the legacy WESCO integrated supply business.
Our financial results for the first threenine months of 2020 reflect net sales growth through the first ten weeks ofunfavorable business conditions caused by the quarter,COVID-19 pandemic, offset by declines during the last two weeks of March,cost reduction actions taken in response to such conditions, as well as the uncertain operating environment caused by the COVID-19 virus.merger with Anixter. Net sales increased $7.4 million,$1.9 billion, or 0.4%31.0%, over the same period last year. Cost of goods sold as a percentage of net sales was 80.9% and 80.5%81.0% for the first threenine months of 2020 and 2019, respectively.2019. Selling, general and administrative ("SG&A") expenses as a percentage of net sales were 15.2%14.9% and 15.1%14.1% for the first threenine months of 2020 and 2019, respectively. Operating profit was $60.9$254.3 million for the current threenine month period, compared to $70.7$262.4 million for the first threenine months of 2019. Adjusted for $4.6$120.1 million of transaction costs and fair value adjustments related to our merger with Anixter, as well as a gain on the sale of an operating branch in the U.S. of $19.8 million, SG&A expenses as a percentage of nets sales were 14.0%, and operating profit was $65.5$354.6 million for the first quarter ofnine months ended September 30, 2020. Net income attributable to WESCO Internationalcommon stockholders for the threenine months ended March 31,September 30, 2020 and 2019 was $34.4$64.8 million, and $42.4compared to $170.3 million respectively.for the comparable prior period. Earnings per diluted share for the first quarternine months of 2020 was $0.82,$1.44, based on 42.145.1 million diluted shares, compared to $0.93$3.88 for the first quarternine months of 2019, based on 45.543.9 million diluted shares. AdjustedAs adjusted, earnings per diluted share for the firstcurrent nine month period was $3.17.
As further discussed below, through the third quarter of 2020, was $0.91.the COVID-19 pandemic has had a significant impact on our business and negatively impacted our results of operations. We expect these negative impacts to continue for the remainder of the year, and potentially longer, depending on the duration and severity of the COVID-19 pandemic. Events and factors relating to the COVID-19 pandemic include limitations on the ability of our suppliers to manufacture or procure the products we sell or to meet delivery requirements and commitments; disruptions to our global supply chains; limitations on the ability of our employees to perform their work due to travel or other restrictions; limitations on the ability of carriers to deliver our products to our customers; limitations on the ability of our customers to conduct their business and purchase our products and services, or pay us on a timely basis; and disruptions to our customers’ purchasing patterns.
We have been and will continue to take the appropriateare taking actions in response to the COVID-19 virus.pandemic. Our top priority is the health and safety of our employees. The products and services that we provide are integral to the daily operations of our essential business customers, and as such, we are performing essential activities necessary to manage basic operations in the midst of the pandemic.customers. To date, our branch locations have remained operational consistent with existing governmental and public health authority directives. WeBeginning in March 2020, and continuing throughout the third quarter, we have taken actions to reduce costs consistent with the expected decline in demand. demand, including reductions in administrative expenses, payroll and benefits, and other spending across the company. Given the ongoing uncertainty regarding the duration and scope of the COVID-19 pandemic, we are continuing to monitor the situation and may take further actions in light of future developments.
We will work to prepare our business to respond to the needs of our customers as demand recovers,customers. While many of the areas in which we believe could occuroperate had eased or lifted restrictions during the third quarter, some of these restrictions have been re-imposed in the second halfwake of this year.
Certain triggering events occurred duringresurgences of COVID-19 cases. We cannot predict the first quartertimeframe for recovery of 2020, including the effect of the ongoing macroeconomic disruptionour customer’s demand for our products and uncertainty caused byservices. The extent to which the COVID-19 pandemic as well aswill continue to impact our business and financial results going forward will depend on the decline in our share priceduration and market capitalization, bothscope of the crisis, future government actions and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among other factors, all of which could indicate that the carrying value of goodwillremain highly uncertain and indefinite-lived intangible assets may not be recoverable. Accordingly, we performed an interim test for impairment. We tested for goodwill impairment on a reporting unit level and the evaluation involved comparing the fair value of each reporting unit to its carrying value. The fair values of our reporting units were determined using a combination of a discounted cash flow analysis and market multiples. We evaluated the recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial information. As of March 31, 2020 and December 31, 2019, goodwill and indefinite-lived trademarks totaled $1.8 billion and $1.9 billion, respectively.
unpredictable
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
There were no impairment losses identified as a result of our interim test. Two of our reporting units with goodwill of $261.3 million and $524.9 million, respectively, had estimated fair values that exceeded their respective carrying values by less than 5%. The determination of fair value of our reporting units involves significant management judgment, particularly as it relates to the underlying assumptions and factors around our expected operating margins and discount rate. In performing our quantitative assessments, we used expected operating margins supported by a combination of historical results, current forecasts, market data and recent economic events. We used a discount rate that reflects marketplace participants' cost of capital.
Although we applied our best judgment assessing the reasonableness of the financial projections used to estimate the fair value of our reporting units, there is significant uncertainty surrounding the current macroeconomic environment and conditions in the markets in which we operate. A sustained decline in our share price and market capitalization, or any further economic deterioration that could cause our financial performance to fall below our current expectations, could increase the likelihood that the fair values of our reporting units are less than their carrying values, resulting in an impairment of goodwill and indefinite-lived intangible assets in a future period. As a result, there can be no assurance that the estimates and assumptions made for purposes of the interim goodwill and indefinite-lived intangible impairment tests will prove to be an accurate prediction of future results.
Cash Flow
We generated $31.5$418.9 million of operating cash flow for the first threenine months of 2020. Investing activities included $3,707.6 million to fund a portion of the $100.0 million termination fee associatedmerger with the acquisition of Anixter, as described in Note 54 of our Notes to the unaudited Condensed Consolidated Financial Statements, and $15.8$42.6 million of capital expenditures. Financing activities were comprised of $2,815.0 million of net proceeds from the issuance of senior unsecured notes to finance a portion of the merger with Anixter, borrowings and repayments of $360.5$980.3 million and $260.5$655.7 million, respectively, related to our prior and new revolving credit facility (the "Revolving Credit Facility"),facilities, as well as borrowings and repayments of $225.0$865.0 million and $40.0$390.0 million, respectively, related to our accounts receivable securitization facility (the “Receivables Facility”).facility. Financing activities for the first threenine months of 2020 also included net repayments related to our various international lines of credit of approximately $0.4$8.3 million.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Financing Availability
On June 22, 2020, in connection with the Merger, we entered into a $1,100 million revolving credit facility (the “Revolving Credit Facility”), as a replacement of our existing revolving credit facility entered into on September 26, 2019. Also concurrent with the completion of the Merger, we amended our accounts receivable securitization facility (the “Receivables Facility”). As of March 31,September 30, 2020, we had $446.6$727.5 million in total available borrowing capacity under our Revolving Credit Facility, which was comprised of $231.3$599.3 million of availability under the U.S. sub-facility and $215.3$128.2 million of availability under the Canadian sub-facility. We had noAvailable borrowing capacity available under our Receivables Facility.Facility was $135.0 million. The Revolving Credit Facility and the Receivables Facility mature in September 2024June 2025 and September 2022,June 2023, respectively.
Critical Accounting Policies and Estimates
Effective January 1, 2020, weWe adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. , effective January 1, 2020.
We adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, in the first quarter of 2020.
We adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, in the first quarter of 2020.
See Note 2 of our Notes to the unaudited Condensed Consolidated Financial Statements for information regarding our significant accounting policies.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Results of Operations
FirstThird Quarter of 2020 versus FirstThird Quarter of 2019
The following table sets forth the percentage relationship to net sales of certain items in our Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the periods presented:
| | | | | | | | | | | |
| Three Months Ended |
| September 30 |
| 2020 | | 2019 |
| Net sales | 100.0 | % | | 100.0 | % |
| Cost of goods sold (excluding depreciation and amortization) | 81.0 | | | 81.4 | |
| Selling, general and administrative expenses | 13.6 | | | 13.5 | |
| Depreciation and amortization | 1.2 | | | 0.7 | |
| Income from operations | 4.3 | | | 4.4 | |
| Interest expense, net | 1.8 | | | 0.7 | |
| Other, net | — | | | — | |
| Income before income taxes | 2.5 | | | 3.7 | |
| Income tax expense | 0.6 | | | 0.7 | |
| Net income attributable to WESCO International, Inc. | 1.9 | | | 3.0 | |
| Preferred stock dividends | 0.3 | | | — | |
| Net income attributable to common stockholders | 1.6 | % | | 3.0 | % |
| | | | | | | | | | | |
| Three Months Ended | | |
| March 31 | | |
| 2020 | | 2019 |
| Net sales | 100.0 | % | | 100.0 | % |
| Cost of goods sold (excluding depreciation and amortization) | 80.9 | | | 80.5 | |
| Selling, general and administrative expenses | 15.2 | | | 15.1 | |
| Depreciation and amortization | 0.8 | | | 0.8 | |
| Income from operations | 3.1 | | | 3.6 | |
| Net interest and other | 0.8 | | | 0.8 | |
| Income before income taxes | 2.3 | | | 2.8 | |
| Provision for income taxes | 0.5 | | | 0.6 | |
| Net income attributable to WESCO International | 1.8 | % | | 2.2 | % |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Net sales were $2.0 billion for the first quarter of 2020 and 2019. Organic sales for the first quarter of 2020 declined by 1.7% as the number of workdays and acquisitions positively impacted net sales by 1.6% and 0.5%, respectively. Net sales growth through the first ten weeks of the quarter were offset by declines during the last two weeks of March.Sales
The following table sets forth organicnet sales growthby segment for the periodperiods presented:
| | | | | |
| Three Months Ended |
| March 31, 2020 |
Change in net sales | 0.4 | % |
Impact from acquisitions | 0.5 | % |
Impact from foreign exchange rates | — | % |
Impact from number of workdays | 1.6 | % |
Organic sales growth | (1.7) | % |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| (In thousands) | | September 30, 2020 | | September 30, 2019 | | Growth (Decline) |
| EES | | $ | 1,653,726 | | | $ | 1,250,079 | | | 32.3 | % |
| CSS | | 1,388,791 | | | 235,921 | | | 488.7 | % |
| UBS | | 1,099,284 | | | 662,110 | | | 66.0 | % |
| Total net sales | | $ | 4,141,801 | | | $ | 2,148,110 | | | 92.8 | % |
Note: Organic
Net sales growth is a non-GAAP financial measurewere $4.1 billion for the third quarter of sales performance. Organic sales growth is calculated2020 compared to $2.1 billion for the third quarter of 2019, an increase of 92.8% due to the merger with Anixter that was completed on June 22, 2020, partially offset by deducting the percentageweakened demand impact from acquisitions in the first yearCOVID-19 pandemic.
EES reported net sales $1.7 billion for the third quarter of ownership, foreign exchange rates and number2020, compared to $1.3 billion for the third quarter of workdays from2019, an increase of 32.3%.
CSS reported net sales of $1.4 billion for the overall percentage change in consolidatedthird quarter of 2020, compared to $235.9 million for the third quarter of 2019, an increase of 488.7%.
UBS reported net sales.sales of $1.1 billion for the third quarter of 2020, compared to $662.1 million for the third quarter of 2019, an increase of 66.0%.
Cost of Goods Sold
Cost of goods sold for the firstthird quarter of 2020 was $3.4 billion compared to $1.7 billion for the third quarter of 2019, and 2019gross profit was $1.6 billion.$785.5 million and $400.2 million, respectively. As a percentage of net sales, cost of goods sold was 80.9%81.0% and 80.5%,81.4% for the third quarter of 2020 and 2019, respectively. Cost of goods sold as a percentage of net sales for the third quarter of 2020 was 80.4% excluding the effect of merger-related fair value adjustments of $28.0 million.
Selling, General and Administrative Expenses
SG&A expenses for the firstthird quarter of 2020 totaled $299.4$562.0 million versus $296.6$290.9 million for the firstthird quarter of 2019. As a percentage of net sales, SG&A expenses were 15.2%13.6% and 15.1%13.5%, respectively. The increase in SG&A expenses primarily reflects transaction costs related to ourthe impact of the merger with Anixter of $4.6 million,and related transaction costs, partially offset by lower payroll expenses.the effect of cost reduction actions taken in response to the unfavorable business conditions caused by the COVID-19 pandemic. Adjusted for thesemerger-related transaction costs of $14.2 million and a gain on sale of an operating branch in the U.S. of $19.8 million, SG&A expenses were $294.8$567.6 million, or 15.0%13.7% of net sales, for the firstthird quarter of 2020.
SG&A payroll expenses for the firstthird quarter of 2020 of $203.6$375.5 million decreasedincreased by $3.0$172.7 million compared to the same period in 2019 primarily due to the merger with Anixter. Excluding the impact of the merger, SG&A payroll expenses were down $20.1 million due to lower salaries and wages, variable compensation expense and benefit costs.costs resulting from cost reduction actions.
Depreciation and Amortization
Depreciation and amortization for the firstthird quarter of 2020 and was $16.1$45.5 million, compared to $15.2$15.6 million for the firstthird quarter of 2019.
Net interest and other totaled $16.5 million for the first quarter of 2020, compared to $17.1 million for the first quarter of 2019. Net interest and other for the first The third quarter of 2020 includes approximately $0.5$17.9 million attributable to the amortization of interest on borrowings against our accounts receivable securitization facility to fundidentifiable intangible assets acquired in the $100.0 million termination fee described above.merger with Anixter.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Income tax expense totaled $10.3from Operations
The following tables set forth income from operations by segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2020 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Income from operations | | $ | 105,508 | | $ | 89,634 | | $ | 74,092 | | $ | (91,139) | | | $ | 178,095 |
| | | | | | | | | | |
| | Three Months Ended September 30, 2019 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Income from operations | | $ | 72,007 | | $ | 10,555 | | $ | 43,811 | | $ | (32,640) | | | $ | 93,733 |
EES reported operating profit of $105.5 million for the firstthird quarter of 2020, compared to $11.7$72.0 million for the third quarter of 2019.
CSS reported operating profit of $89.6 million for the third quarter of 2020, compared to $10.6 million for the third quarter of 2019.
UBS reported operating profit of $74.1 million for the third quarter of 2020, compared to $43.8 million for the third quarter of 2019.
Interest Expense, net
Interest expense, net totaled $74.5 million for the third quarter of 2020, compared to $14.3 million for the third quarter of 2019. The increase in interest expense was driven by financing activity related to the Anixter merger.
Other, net
Other non-operating expenses ("other, net") totaled $0.8 million for the third quarter of 2020, compared to $0.8 million for the third quarter of 2019.
Income Taxes
Income tax expense totaled $24.3 million for the third quarter of 2020, compared to $15.9 million in last year's comparable period, and the effective tax rate was 23.1%23.3% and 21.7%19.8%, respectively. The higher effective tax rate in the current quarter is primarily due to costs incurred to complete the unfavorable effect of discrete income tax expense associatedmerger with stock-based awards. The effective tax rate for the current period would have been 21.4% without this discrete impact.Anixter.
Net Income and Earnings per Share
Net income for the firstthird quarter of 2020 was $34.2$80.0 million, compared to net income of $42.0$64.3 million for the firstthird quarter of 2019.
Net loss of $0.2$0.6 million and $0.4$0.2 million was attributable to noncontrolling interests for the firstthird quarter of 2020 and 2019, respectively.
Preferred stock dividends expense of $14.5 million for the third quarter of 2020 relates to the fixed-rate reset cumulative perpetual preferred stock, Series A, that was issued in connection with the merger.
Net income and earnings per diluted share attributable to WESCO Internationalcommon stockholders were $34.4$66.2 million and $0.82$1.31 per diluted share, respectively, for the firstthird quarter of 2020, compared with net income and earnings per diluted share of $42.4$64.5 million and $0.93$1.52 per diluted share, respectively, for the firstthird quarter of 2019. Adjusted for merger-related costs and fair value adjustments, gain on sale of an operating branch in the merger-related transaction costs discussed above, netU.S. and the related income andtax effects, earnings per diluted share attributable to WESCO International were $38.3 million and $0.91 per share, respectively, for the three months ended March 31, 2020.
The following tables set forth adjusted net income attributable to WESCO International and adjusted earnings per diluted share:
| | | | | | | | | | | | | | | |
| Three Months Ended | | | | | | |
| Adjusted SG&A Expenses: | March 31, 2020 | | March 31, 2019 | | | | |
| | | | | | | |
| Selling, general and administrative expenses | $ | 299,392 | | | $ | 296,528 | | | | | |
| Merger-related costs | (4,608) | | | — | | | | | |
| Adjusted selling, general and administrative expenses | $ | 294,784 | | | $ | 296,528 | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | | | | | |
| Adjusted Income from Operations: | March 31, 2020 | | March 31, 2019 | | | | |
| | | | | | | |
| Income from operations | $ | 60,913 | | | $ | 70,726 | | | | | |
| Merger-related costs | 4,608 | | | — | | | | | |
| Adjusted income from operations | $ | 65,521 | | | $ | 70,726 | | | | | |
| | | | | | | | | | | |
| Three Months Ended | | |
| Adjusted Net Interest and Other: | March 31, 2020 | | March 31, 2019 |
| | | |
| Net interest and other | $ | 16,472 | | | $ | 17,120 | |
| Merger-related interest expense | (515) | | | | — | |
| Adjusted net interest and other | $ | 15,957 | | | | $ | 17,120 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
| | | | | | | | | | | | | | | |
| Three Months Ended | | | | | | |
| Adjusted Provision for Income Taxes: | March 31, 2020 | | March 31, 2019 | | | | |
| | | | | | | |
| Provision for income taxes | $ | 10,266 | | | $ | 11,656 | | | | | |
| Income tax effect of merger-related transaction costs | 1,183 | | | | — | | | | | |
| Adjusted provision for income taxes | $ | 11,449 | | | | $ | 11,656 | | | | | |
| | | | | | | | | | | |
| Three Months Ended |
| Adjusted Income from Operations: | September 30, 2020 | | September 30, 2019 |
| (In thousands) |
| Income from operations | $ | 178,095 | | | $ | 93,733 | |
| Merger-related costs | 14,175 | | | — | |
| Merger-related fair value adjustments | 28,019 | | | — | |
| Gain on sale of asset | (19,816) | | | — | |
| Adjusted income from operations | $ | 200,473 | | | $ | 93,733 | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | | | | | |
| Adjusted Earnings Per Diluted Share: | March 31, 2020 | | March 31, 2019 | | | | |
| | | | | | | |
| Adjusted income from operations | $ | 65,521 | | | $ | 70,726 | | | | | |
| Adjusted net interest and other | 15,957 | | | 17,120 | | | | | |
| Adjusted income before income taxes | 49,564 | | 53,606 | | | | |
| Adjusted provision for income taxes | 11,449 | | | 11,656 | | | | | |
| Adjusted net income | 38,115 | | 41,950 | | | | |
| Net loss attributable to noncontrolling interests | (232) | | | (419) | | | | | |
| Adjusted net income attributable to WESCO International, Inc. | $ | 38,347 | | | $ | 42,369 | | | | | |
| | | | | | | |
| Diluted shares | 42,075 | | | 45,491 | | | | | |
| Adjusted earnings per diluted share | $ | 0.91 | | | | $ | 0.93 | | | | | |
| | | | | | | | | | | |
| Three Months Ended |
| Adjusted Provision for Income Taxes: | September 30, 2020 | | September 30, 2019 |
| (In thousands) |
| Provision for income taxes | $ | 24,294 | | | $ | 15,886 | |
Income tax effect of adjustments to income from operations(1) | 4,923 | | | — | |
| Adjusted provision for income taxes | $ | 29,217 | | | $ | 15,886 | |
(1) The adjustments to income from operations have been tax effected at a rate of 22%.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
| | | | | | | | | | | |
| Three Months Ended |
| Adjusted Earnings per Diluted Share: | September 30, 2020 | | September 30, 2019 |
| (In thousands, except per share data) | | | |
| Adjusted income from operations | $ | 200,473 | | | $ | 93,733 | |
| Interest expense, net | 74,540 | | | 14,306 | |
| Other, net | (777) | | | (798) | |
| Adjusted income before income taxes | 126,710 | | | 80,225 | |
| Adjusted provision for income taxes | 29,217 | | | 15,886 | |
| Adjusted net income | 97,493 | | | 64,339 | |
| Net loss attributable to noncontrolling interests | (640) | | | (156) | |
| Adjusted net income attributable to WESCO International, Inc. | 98,133 | | | 64,495 | |
| Preferred stock dividends | 14,511 | | | — | |
| Adjusted net income attributable to common stockholders | $ | 83,622 | | | $ | 64,495 | |
| | | |
| Diluted shares | 50,487 | | | 42,378 | |
| Adjusted earnings per diluted share | $ | 1.66 | | | $ | 1.52 | |
Note: Income from operations, the provision for income taxes and earnings per diluted share for the three months ended September 30, 2020 are adjusted to exclude merger-related costs and fair value adjustments, 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 our financial results on a comparable basis.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
EBITDA and Adjusted EBITDA
The following tables reconcile net income attributable to common stockholders to EBITDA and adjusted EBITDA by segment, which are non-GAAP financial measures, for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2020 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Net income attributable to common stockholders | | $ | 107,192 | | $ | 90,585 | | $ | 73,924 | | $ | (205,534) | | | $ | 66,167 |
| Net loss attributable to noncontrolling interests | | (270) | | — | | — | | (370) | | (640) |
| Preferred stock dividends | | — | | — | | — | | 14,511 | | 14,511 |
| Income tax expense | | — | | — | | — | | 24,294 | | 24,294 |
| Interest expense, net | | — | | — | | — | | 74,540 | | 74,540 |
| Depreciation and amortization | | 10,411 | | 18,536 | | 7,550 | | 8,979 | | | 45,476 |
| EBITDA | | $ | 117,333 | | $ | 109,121 | | $ | 81,474 | | $ | (83,580) | | | $ | 224,348 |
| Other, net | | (1,414) | | (951) | | 168 | | | 1,420 | | (777) |
| Stock-based compensation expense | | 141 | | 6 | | 77 | | 5,778 | | | 6,002 |
| Merger-related costs | | — | | — | | — | | 14,175 | | | 14,175 |
| Merger-related fair value adjustments | | 11,695 | | 12,344 | | 3,980 | | — | | | 28,019 |
| Gain on sale of asset | | (19,816) | | — | | — | | — | | | (19,816) |
| Adjusted EBITDA | | $ | 107,939 | | $ | 120,520 | | $ | 85,699 | | $ | (62,207) | | | $ | 251,951 |
| Adjusted EBITDA margin % | | 6.5 | % | | 8.7 | % | | 7.8 | % | | | | 6.1 | % |
| | | | | | | | | | |
| | Three Months Ended September 30, 2019 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Net income attributable to common stockholders | | $ | 72,163 | | $ | 10,555 | | $ | 43,811 | | $ | (62,034) | | | $ | 64,495 |
| Net loss attributable to noncontrolling interests | | (156) | | | — | | | — | | | — | | | (156) |
| Income tax expense | | — | | | — | | | — | | | 15,886 | | | 15,886 |
| Interest expense, net | | — | | | — | | | — | | | 14,306 | | | 14,306 |
| Depreciation and amortization | | 7,171 | | 1,811 | | 3,396 | | 3,234 | | | 15,612 |
| EBITDA | | $ | 79,178 | | $ | 12,366 | | $ | 47,207 | | $ | (28,608) | | | $ | 110,143 |
| Other, net | | (798) | | — | | — | | — | | | (798) |
| Stock-based compensation expense | | 279 | | 19 | | 58 | | 4,070 | | | 4,426 |
| Adjusted EBITDA | | $ | 78,659 | | $ | 12,385 | | $ | 47,265 | | $ | (24,538) | | | $ | 113,771 |
| Adjusted EBITDA margin % | | 6.3 | % | | 5.2 | % | | 7.1 | % | | | | 5.3 | % |
Note: EBITDA and Adjusted EBITDA are non-GAAP financial measures that provide indicators of our performance and ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before other non-operating expenses ("other, net"), non-cash stock-based compensation, costs and adjustments associated with the merger with Anixter, and gain on sale of an operating branch in the U.S.
Adjusted EBITDA for EES was $107.9 million for the third quarter of 2020, or 6.5% of net sales, compared to $78.7 million for the third quarter of 2019, or 6.3% of net sales.
Adjusted EBITDA for CSS was $120.5 million for the third quarter of 2020, or 8.7% of net sales, compared to $12.4 million for the third quarter of 2019, or 5.2% of net sales.
Adjusted EBITDA for UBS was $85.7 million for the third quarter of 2020, or 7.8% of net sales, compared to $47.3 million for the third quarter of 2019, or 7.1% of net sales.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Nine Months Ended September 30, 2020 versus Nine Months Ended September 30, 2019
The following table sets forth the percentage relationship to net sales of certain items in our Condensed Consolidated Statements of Income and Comprehensive Income for the periods presented:
| | | | | | | | | | | |
| Nine Months Ended |
| September 30 |
| 2020 | | 2019 |
| Net sales | 100.0 | % | | 100.0 | % |
| Cost of goods sold (excluding depreciation and amortization) | 81.0 | | | 81.0 | |
| Selling, general and administrative expenses | 14.9 | | | 14.1 | |
| Depreciation and amortization | 1.0 | | | 0.7 | |
| Income from operations | 3.1 | | | 4.2 | |
| Interest expense, net | 1.9 | | | 0.8 | |
| Other, net | — | | | — | |
| Income before income taxes | 1.2 | | | 3.4 | |
| Income tax expense | 0.3 | | | 0.7 | |
| Net income attributable to WESCO International, Inc. | 0.9 | | | 2.7 | |
| Preferred stock dividends | 0.2 | | | — | |
| Net income attributable to common stockholders | 0.8 | % | | 2.7 | % |
Net Sales
The following table sets forth net sales by segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | | |
| (In thousands) | | September 30, 2020 | | September 30, 2019 | | Growth (Decline) |
| EES | | $ | 3,811,498 | | | $ | 3,626,423 | | | 5.1 | % |
| CSS | | 1,953,967 | | | 681,087 | | | 186.9 | % |
| UBS | | 2,431,689 | | | 1,951,955 | | | 24.6 | % |
| Total net sales | | $ | 8,197,154 | | | $ | 6,259,465 | | | 31.0 | % |
Net sales were $8.2 billion for the first nine months of 2020 compared to $6.3 billion for the first nine months of 2019, an increase of 31.0% due to the merger with Anixter that was completed on June 22, 2020, partially offset by the weakened demand impact from the COVID-19 pandemic.
EES reported net sales of $3.8 billion for the first nine months of 2020, compared to $3.6 billion for the first nine months of 2019, an increase of 5.1%.
CSS reported net sales of $2.0 billion for the first nine months of 2020, compared to $681.1 million for the first nine months of 2019, an increase of 186.9%.
UBS reported net sales of $2.4 billion for the first nine months of 2020, compared to $2.0 billion for the first nine months of 2019, an increase of 24.6%.
Cost of Goods Sold
Cost of goods sold for the first nine months of 2020 was $6.6 billion, compared to $5.1 billion for the first nine months of 2019. As a percentage of net sales, cost of goods sold was 81.0% for for the first nine months of 2020 and 2019. Cost of goods sold as a percentage of net sales for the first nine months of 2020 was 80.7% excluding the effect of merger-related fair value adjustments of $28.0 million.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Selling, General and Administrative Expenses
SG&A expenses for the first nine months of 2020 totaled $1.2 billion versus $883.2 million for the first nine months of 2019. As a percentage of net sales, SG&A expenses were 14.9% and 14.1%, respectively. The increase in SG&A expenses primarily reflects the impact of the merger with Anixter and related transaction costs, partially offset by the effect of cost reduction actions taken in response to the unfavorable business conditions caused by the COVID-19 pandemic. Adjusted for merger-related transaction costs of $92.1 million and a gain on sale of an operating branch in the U.S. of $19.8 million, SG&A expenses were $1.1 billion, or 14.0% of net sales, for the first nine months of 2020.
SG&A payroll expenses for first nine months of 2020 of $805.9 million increased by $192.9 million compared to the same period in 2019 primarily due to the merger with Anixter. Excluding the impact of the merger, SG&A payroll expenses were down $41.2 million due to lower salaries and wages, variable compensation expense and benefit costs resulting from cost reduction actions.
Depreciation and Amortization
Depreciation and amortization for the first nine months of 2020 was $80.3 million, compared to $46.0 million for the first nine months of 2019. The first nine months of 2020 includes $20.5 million attributable to the amortization of identifiable intangible assets acquired in the merger with Anixter.
Income from Operations
The following tables set forth income from operations by segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2020 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Income from operations | | $ | 194,643 | | $ | 127,502 | | $ | 167,651 | | $ | (235,518) | | | $ | 254,278 |
| | | | | | | | | | |
| | Nine Months Ended September 30, 2019 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Income from operations | | $ | 198,774 | | $ | 32,501 | | $ | 134,431 | | $ | (103,297) | | | $ | 262,409 |
EES reported operating profit of $194.6 million for the first nine months of 2020, compared to $198.8 million for the first nine months of 2019.
CSS reported operating profit of $127.5 million for the first nine months of 2020, compared to $32.5 million for the first nine months of 2019.
UBS reported operating profit of $167.7 million for the first nine months of 2020, compared to $134.4 million for the first nine months of 2019.
Interest Expense, net
Interest expense, net totaled $152.3 million for the first nine months of 2020, compared to $49.3 million for the first nine months 2019. The increase in interest expense was driven by financing activity related to the Anixter merger.
Other, net
Other non-operating expenses ("other, net") totaled $1.5 million for the first nine months of 2020, compared to $1.4 million for the first nine months of 2019.
Income Taxes
Income tax expense was $23.7 million for the first nine months of 2020, compared to $45.0 million in last year's comparable period, and the effective tax rate was 22.9% and 21.0%, respectively. The higher effective tax rate in the current period is primarily due to costs incurred to complete the merger with Anixter.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Net Income and Earnings per Share
Net income for the first nine months of 2020 was $79.8 million, compared to $169.5 million for the first nine months of 2019.
Net loss of $0.8 million was attributable to noncontrolling interests for the first nine months of 2020 and 2019.
Preferred stock dividends expense of $15.8 million for the first nine months of 2020 relates to the fixed-rate reset cumulative perpetual preferred stock, Series A, that was issued in connection with the merger.
Net income and earnings per diluted share attributable to common stockholders were $64.8 million and $1.44 per diluted share, respectively, for the first nine months of 2020, compared with net income and earnings per diluted share of $170.3 million and $3.88 per diluted share, respectively, for the first nine months of 2019. Adjusted for merger-related costs and fair value adjustments, gain on sale of an operating branch in the U.S. and the related income tax effects, earnings per diluted share for the current six month period was $3.17.
The following tables reconcile income from operations, provision for income taxes and earnings per diluted share to adjusted net income from operations, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:
| | | | | | | | | | | |
| Nine Months Ended |
| Adjusted Income from Operations: | September 30, 2020 | | September 30, 2019 |
| (In thousands) |
| Income from operations | $ | 254,278 | | | $ | 262,409 | |
| Merger-related costs | 92,127 | | | — | |
| Merger-related fair value adjustments | 28,019 | | | — | |
| Gain on sale of asset | (19,816) | | | — | |
| Adjusted income from operations | $ | 354,608 | | | $ | 262,409 | |
| | | | | | | | | | | |
| Nine Months Ended |
| Adjusted Provision for Income Taxes: | September 30, 2020 | | September 30, 2019 |
| (In thousands) |
| Provision for income taxes | $ | 23,707 | | | $ | 44,970 | |
Income tax effect of adjustments to income from operations(1) | 22,073 | | | — | |
| Adjusted provision for income taxes | $ | 45,780 | | | $ | 44,970 | |
(1) The adjustments to income from operations have been tax effected at a rate of 22%.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| Adjusted Earnings per Diluted Share: | | September 30, 2020 | | September 30, 2019 |
| (In thousands, except per share data) | | | | |
| Adjusted income from operations | | $ | 354,608 | | | $ | 262,409 | |
| Interest expense, net | | 152,281 | | | 49,293 | |
| Other, net | | (1,463) | | | (1,359) | |
| Adjusted income before income taxes | | 203,790 | | | 214,475 | |
| Adjusted provision for income taxes | | 45,780 | | | 44,970 | |
| Adjusted net income | | 158,010 | | | 169,505 | |
| Net loss attributable to noncontrolling interests | | (825) | | | (824) | |
| Adjusted net income attributable to WESCO International, Inc. | | 158,835 | | | 170,329 | |
| Preferred stock dividends | | 15,787 | | | — | |
| Adjusted net income attributable to common stockholders | | $ | 143,048 | | | $ | 170,329 | |
| | | | |
| Diluted shares | | 45,104 | | | 43,901 | |
| Adjusted earnings per diluted share | | $ | 3.17 | | | $ | 3.88 | |
Note: Income from operations, the provision for income taxes and earnings per diluted share for the nine months ended September 30, 2020 are adjusted to exclude merger-related costs and fair value adjustments, 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 our financial results on a comparable basis.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
EBITDA and Adjusted EBITDA
The following tables reconcile net income attributable to common stockholders to EBITDA and adjusted EBITDA by segment, which are non-GAAP financial measures, for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2020 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Net income attributable to common stockholders | | $ | 196,665 | | $ | 128,295 | | $ | 167,483 | | $ | (427,652) | | | $ | 64,791 |
| Net loss attributable to noncontrolling interests | | (664) | | — | | — | | (161) | | (825) |
| Preferred stock dividends | | — | | — | | — | | 15,787 | | | 15,787 |
| Income tax expense | | — | | — | | — | | 23,707 | | | 23,707 |
| Interest expense, net | | — | | — | | — | | 152,281 | | | 152,281 |
| Depreciation and amortization | | 24,638 | | 24,393 | | 15,153 | | 16,140 | | | 80,324 |
| EBITDA | | $ | 220,639 | | $ | 152,688 | | $ | 182,636 | | $ | (219,898) | | | $ | 336,065 |
| Other, net | | (1,358) | | (793) | | 168 | | 520 | | (1,463) |
| Stock-based compensation expense | | 849 | | 54 | | 221 | | 14,405 | | | 15,529 |
| Merger-related costs | | ��� | | — | | — | | 92,127 | | | 92,127 |
| Merger-related fair value adjustments | | 11,695 | | 12,344 | | 3,980 | | — | | | 28,019 |
| Gain on sale of asset | | (19,816) | | — | | — | | — | | | (19,816) |
| Adjusted EBITDA | | $ | 212,009 | | $ | 164,293 | | $ | 187,005 | | $ | (112,846) | | | $ | 450,461 |
| Adjusted EBITDA margin % | | 5.6 | % | | 8.4 | % | | 7.7 | % | | | | 5.5 | % |
| | | | | | | | | | |
| | Nine Months Ended September 30, 2019 |
| (In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
| Net income attributable to common stockholders | | $ | 199,598 | | $ | 32,501 | | $ | 134,431 | | $ | (196,201) | | | $ | 170,329 |
| Net loss attributable to noncontrolling interests | | (824) | | — | | — | | — | | | (824) |
| Income tax expense | | — | | — | | — | | 44,970 | | | 44,970 |
| Interest expense, net | | — | | — | | — | | 49,293 | | | 49,293 |
| Depreciation and amortization | | 21,343 | | 5,453 | | 10,118 | | 9,121 | | | 46,035 |
| EBITDA | | $ | 220,117 | | $ | 37,954 | | $ | 144,549 | | $ | (92,817) | | | $ | 309,803 |
| Other, net | | (1,359) | | — | | — | | — | | | (1,359) |
| Stock-based compensation expense | | 837 | | 57 | | 173 | | 13,174 | | | 14,241 |
| Adjusted EBITDA | | $ | 219,595 | | $ | 38,011 | | $ | 144,722 | | $ | (79,643) | | | $ | 322,685 |
| Adjusted EBITDA margin % | | 6.1 | % | | 5.6 | % | | 7.4 | % | | | | 5.2 | % |
Note: EBITDA and Adjusted EBITDA are non-GAAP financial measures that provide indicators of our performance and ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before other non-operating expenses ("other, net"), non-cash stock-based compensation, costs and adjustments associated with the merger with Anixter, and gain on sale of an operating branch in the U.S.
Adjusted EBITDA for EES was $212.0 million for the first nine months of 2020, or 5.6% of net sales, compared to $219.6 million for the first nine months of 2019, or 6.1% of net sales.
Adjusted EBITDA for CSS was $164.3 million for the first nine months of 2020, or 8.4% of net sales, compared to $38.0 million for the first nine months of 2019, or 5.6% of net sales.
Adjusted EBITDA for UBS was $187.0 million for the first nine months of 2020, or 7.7% of net sales, compared to $144.7 million for the first nine months of 2019, or 7.4% of net sales.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Liquidity and Capital Resources
Total assets were $5.2$11.9 billion and $5.0 billion at March 31,September 30, 2020 and December 31, 2019, respectively. Total liabilities were $3.0$8.7 billion and $2.8 billion at March 31,September 30, 2020 and December 31, 2019, respectively. Total stockholders' equity was $2.2$3.2 billion and $2.3 billion at March 31,September 30, 2020 and December 31, 2019, respectively.
Our liquidity needs generally arise from fluctuations in our working capital requirements, capital expenditures, acquisitions and debt service obligations. As of March 31,September 30, 2020, we had $446.6$727.5 million in available borrowing capacity under our Revolving Credit Facility and $135.0 million in available borrowing capacity under our Receivables Facility, which combined with available cash of $285.2$212.6 million, provided liquidity of $731.8 million. Our available cash includes $100 million that we borrowed under our Revolving Credit Facility in March as a precautionary measure to increase our cash position and preserve financial flexibility in light of the current uncertainty resulting from the COVID-19 pandemic.$1.1 billion. Cash included in our determination of liquidity represents cash in deposit and interest bearing investment accounts. We believe cash provided by operations and financing activities will be adequate to cover our operational and business needs for at least the next twelve months. In addition, we regularly review our mix of fixed versus variable rate debt, and we may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate and foreign exchange rate fluctuations, and to maintain a cost-effective capital structure consistent with our anticipated capital requirements. At March 31,September 30, 2020, approximately 54%75% of our debt portfolio was comprised of fixed rate debt.
Between now and closing ofIn connection with the Anixter acquisition, our capital allocation priorities include supporting our organic sales growth opportunities and repaying or holding cash available for debt repayment. Prior to signing the Merger, Agreement with Anixter, we obtained debt financing commitments comprised of senior unsecured notes in aggregate principal amount of $2.8 billion, a new senior secured asset-based revolving credit facility in aggregate principal amount of $1.2$1.1 billion, and an unsecured bridgeamended account receivable securitization facility in aggregate principal amount of $3.2with a purchase limit up to $1.0 billion. Prior to the completion of the merger, we intend to enteralso simultaneously entered into permanent financing to replace the unsecured bridge facility, as well as atender offers and consent solicitation, tender offer or exchange offersolicitations with respect to Anixter's 5.50% Senior Notes due 2023 and 6.00% Senior Notes due 2025. We expect to use proceeds2025 (collectively, the "Anixter Senior Notes"). Upon the expiration and settlement of the debt financing commitments,tender offers and consent solicitations, approximately $63 million in aggregate principal amount of the Anixter Senior Notes remain outstanding.
We used the net proceeds from the issuance of senior unsecured notes, together with proceeds of any permanent financing replacingborrowings under the debt financing commitments, amounts available under thenew senior secured asset-based revolving credit facility and amended accounts receivable securitization facility, as well as existing cash on hand to consummate the merger. There can be no assurance that WESCO will financeFor the merger in this anticipated manner andthird quarter of 2020, we reduced our outstanding indebtedness by approximately $193 million. Over the completion of the merger is not contingent upon the completion of any debt financing. After
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
closing,next several quarters, it is expected that excess liquidity will be directed primarily at debt reduction and costs related to themerger-related integration process,activities, and we expect to maintain sufficient liquidity through our credit facilities and cash balances. We anticipate capital expenditures in 2020 to be sufficient to support our business initiatives.
We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions. We also communicate on a regular basis with our lenders regarding our financial and working capital performance, liquidity position and financial leverage. Our financial leverage ratio was 3.15.3 as of March 31,September 30, 2020, on a pro forma basis, and 2.82.6 as of December 31, 2019.2019, as reported. In addition, we are in compliance with all covenants and restrictions contained in our debt agreements as of March 31, 2020, and we expect to maintain compliance with all such covenants and restrictions following our merger with Anixter.September 30, 2020.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
The following table sets forth our financial leverage ratio, which is a non-GAAP financial measure, for the periods presented:
| | | | | | | | | | | |
| Pro Forma(1) | | Reported |
| Twelve Months Ended |
| (In millions of dollars, except ratio) | September 30,
2020 | | December 31,
2019 |
| Net income attributable to WESCO International | $ | 264.1 | | | $ | 223.4 | |
| Net loss attributable to noncontrolling interests | (1.2) | | | (1.2) | |
| Preferred stock dividends | 15.8 | | | — | |
| Income tax expense | 40.1 | | | 59.9 | |
| Interest expense, net | 216.7 | | | 64.2 | |
| Depreciation and amortization | 145.5 | | | 62.1 | |
| EBITDA | 681.0 | | | 408.4 | |
| Other, net | 2.4 | | | 0.6 | |
| Stock-based compensation | 43.9 | | | 19.1 | |
| Merger-related costs and fair value adjustments | 166.8 | | | 3.1 | |
| Gain on sale of asset | (19.8) | | | — | |
| Adjusted EBITDA | $ | 874.3 | | | $ | 431.2 | |
| | | |
| As of |
| September 30,
2020 | | December 31,
2019 |
| Short-term borrowings and current debt | $ | 28.8 | | | $ | 26.7 | |
| Long-term debt | 4,878.1 | | | 1,257.1 | |
Debt discount and debt issuance costs(2) | 92.3 | | | 8.8 | |
Fair value adjustments to Anixter Senior Notes due 2023 and 2025(2) | (1.8) | | | — | |
| Total debt | 4,997.4 | | | 1,292.6 | |
| Less: Cash and cash equivalents | 352.2 | | | 150.9 | |
| Total debt, net of cash | $ | 4,645.2 | | | $ | 1,141.7 | |
| | | |
| Financial leverage ratio | 5.3 | | | 2.6 |
(1)Pro forma EBITDA and pro forma adjusted EBITDA for the trailing twelve month period ended September 30, 2020 gives effect to the combination of WESCO and Anixter as if it had occurred at the beginning of March 31, 2020 and December 31, 2019:such period.
| | | | | | | | | | | |
| Twelve Months Ended | | |
| (In millions of dollars, except ratio) | March 31,
2020 | | December 31,
2019 |
| Income from operations | $ | 336.4 | | | $ | 346.2 | |
| Depreciation and amortization | 63.0 | | | 62.2 | |
| EBITDA | $ | 399.4 | | | $ | 408.4 | |
| | | |
| As of | | |
| March 31,
2020 | | December 31,
2019 |
| Short-term borrowings and current debt | $ | 24.5 | | | $ | 26.7 | |
| Long-term debt | 1,542.6 | | | 1,257.1 | |
Debt issuance costs (1) | 8.2 | | | 8.8 | |
| Total debt | 1,575.3 | | | 1,292.6 | |
| Less: cash and cash equivalents | 342.6 | | | 150.9 | |
| Total debt, net of cash | $ | 1,232.7 | | | $ | 1,141.7 | |
| | | |
| Financial leverage ratio | 3.1 | | | 2.8 |
(1)(2)Long-term debt is presented in the condensed consolidated balance sheets net of debt discount and debt issuance costs.costs, and include adjustments to record the long-term debt assumed in the merger with Anixter at its acquisition date fair value.
Note: Financial leverage is a non-GAAP measure of the use of debt. Financial leverage ratio is calculated by dividing total debt, includingexcluding debt discount, debt issuance costs and fair value adjustments, net of cash, by adjusted EBITDA. EBITDA which is also a non-GAAP financial measure, 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, non-cash stock-based compensation, costs and adjustments associated with the merger with Anixter, and gain on sale of an operating branch in the U.S. Pro forma financial leverage ratio is calculated by dividing total debt, excluding debt discount, debt issuance costs and fair value adjustments, net of cash, by pro forma adjusted EBITDA.
At March 31, 2020, we had cash and cash equivalents totaling $342.6 million, of which $104.3 million was held by foreign subsidiaries. As a result of the Tax Cuts and Jobs Act of 2017 (the "TCJA"), we reevaluated our intent and ability to repatriate foreign earnings based upon the liquidity of our domestic operations and the cash flow needs of our foreign subsidiaries. earnings.Consequently, during the years ended December 31, 2019 and 2018, we repatriated a portion of the previously taxed earnings attributable to our foreign operations. We continue to assert that the remaining undistributed earnings of our foreign subsidiaries, the majority of which were subject to the one-time tax imposed by the TCJA, are indefinitely reinvested. We believe that we are able to maintain a sufficient level of liquidity for our domestic operations and commitments without repatriating cash held by these foreign subsidiaries. Upon any future repatriation, additional tax expense or benefit may be incurred; however, we doit is not believepracticable to determine the amount at such amount would be material.time.
Cash Flow
Operating Activities. Net cash provided by operating activities forCertain triggering events occurred during the first three monthsquarter of 2020, totaled $31.5 million, compared with $28.9 millionincluding the effect of cash generated for the first three monthsongoing macroeconomic disruption and uncertainty caused by the COVID-19 pandemic, as well as the decline in our share price and market capitalization, both of 2019. Operating activities included net incomewhich indicated that the carrying value of $34.2 milliongoodwill and adjustments to net income totaling $19.8 million. Other sources of cash in the first three months of 2020 included a decrease in inventories of $37.8 million, a decrease in other accounts receivable of $19.2 million due primarily to the collection of supplier volume rebates earned in 2019, and an increase in other current and noncurrent liabilities of $7.4 million. Primary uses of cash in the first three months of 2020 included: an increase in trade accounts receivable of $53.9 million; a decrease in accrued payroll and benefit costs of $19.0 million resulting from the payment of management incentive compensation earned in 2019; a decrease in accounts payable of $10.9 million; and, an increase in prepaid expenses and otherindefinite-lived intangible assets of $3.1 million.may not be
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
recoverable. Accordingly, we performed an interim test for impairment as of March 31, 2020. There were no impairment losses identified as a result of this interim test.
As disclosed in Note 1 of our Notes to the unaudited Condensed Consolidated Financial Statements, we identified new operating segments during the third quarter of 2020, which changed the composition of our reporting units. Accordingly, we reassigned goodwill to the new reporting units using a relative fair value allocation approach. We performed a goodwill impairment test immediately before and after we reorganized our reporting structure. Goodwill was tested for impairment on a reporting unit level and the evaluation involved comparing the fair value of each reporting unit to its carrying value. The fair values of the reporting units were determined using a combination of a discounted cash flow analysis and market multiples. In performing the quantitative assessments, management used expected operating margins supported by a combination of historical results, current forecasts, market data and recent economic events. We used a discount rate that reflects market participants' cost of capital. There were no impairment losses identified as a result of these tests.
Although all of our reporting units have fair values that currently exceed the respective carrying values, the EES reporting unit with goodwill of $809.9 million had an estimated fair value that exceeded its respective carrying value by less than 10%. The determination of fair value of the reporting units involves significant management judgment, particularly as it relates to the underlying assumptions and factors around expected operating margins and discount rate.
Due to the ongoing uncertainty surrounding the current macroeconomic environment and conditions in the markets in which we operate, as well as the risk that we may not fully realize cost savings, operating synergies or revenue improvement as a result of our acquisition of Anixter, there can be no assurance that the fair values of our reporting units will exceed their carrying values in the future, and that goodwill and indefinite-lived intangible assets will be fully recoverable.
Cash Flow
Operating Activities. Net cash generated from operations for the first nine months of 2020 totaled $418.9 million, compared with net cash provided by operating activities of $116.7 million for the first nine months of 2019. Operating activities included net income of $79.8 million and adjustments to net income totaling $70.3 million. Other sources of cash in the first nine months of 2020 included an increase in other current and noncurrent liabilities of $122.6 million, an increase in accounts payable of $80.5 million, a decrease in inventories of $77.7 million, an increase in accrued payroll and benefit costs of $25.9 million, and a decrease in trade accounts receivable of $3.6 million. Primary uses of cash in the first nine months of 2020 included: an increase in prepaid expenses and other assets of $26.7 million; and, an increase in other accounts receivable of $14.7 million.
Net cash provided by operating activities for the first threenine months of 2019 totaled $28.9$116.7 million, which included net income of $42.0$169.5 million and adjustments to net income totaling $22.1$61.5 million. Other sources of cash in the first threenine months of 2019 included an increase in accounts payable of $68.1$46.9 million, a decrease in other accounts receivable of $22.4 million due primarily to the collection of supplier volume rebates earned in 2018, a decrease in prepaid expenses and other assets of $15.1$15.5 million, and an increase in other current and noncurrent liabilities of $4.6$4.4 million. Primary uses of cash in the first threenine months of 2019 included: an increase in trade accounts receivable of $76.7 million resulting from higher sales in the latter part of the quarter; an increase in inventories of $40.8 million primarily to support growth in our business; and,$122.9 million; a decrease in accrued payroll and benefit costs of $27.9 million resulting from the payment$36.1 million; an increase in prepaid expenses and other assets of management incentive compensation earned$20.7 million; and, an increase in 2018.inventories of $1.5 million.
Investing Activities. Net cash used in investing activities for the first threenine months of 2020 was $110.3$3,723.9 million, compared with $38.5$53.5 million used during the first threenine months of 2019. Included in the first threenine months of 2020 was $3,707.6 million to fund a portion of the $100.0 million termination fee associatedmerger with the acquisition of Anixter, as described in Note 4 of our Notes to the unaudited Condensed Consolidated Financial Statements. InDuring the first quarternine months of 2019, we made payments of $27.7 million to acquire Sylvania Lighting Solutions ("SLS"). Capital expenditures were $15.8$42.6 million for the threenine month period ended March 31,September 30, 2020, compared to $10.8$30.3 million for the threenine month period ended March 31,September 30, 2019.
Financing Activities. Net cash provided by financing activities for the first threenine months of 2020 was $278.7$3,507.3 million, compared to $19.2$18.1 million of net cash used in financing activities for the first threenine months of 2019. During the first threenine months of 2020, financing activities consisted of $2,815.0 million of net proceeds from the issuance of senior unsecured notes to finance a portion of the merger with Anixter, borrowings and repayments of $360.5$980.3 million and $260.5$655.7 million, respectively, related to our Revolving Credit Facility,prior and amended revolving credit facilities, as well as borrowings and repayments of $225.0$865.0 million and $40.0$390.0 million, respectively, related to ourthe Receivables Facility. Financing activities for the first threenine months of 2020 also included net repayments related to our various international lines of credit of approximately $0.4$8.3 million. Additionally, the Company paid $79.9 million of debt issuance costs associated with financing the merger with Anixter.
During the first threenine months of 2019, financing activities consisted of borrowings and repayments of $253.7$625.4 million and $272.8$662.4 million, respectively, related to our Revolving Credit Facility,the then outstanding revolving credit facility, borrowings and repayments of $170.0$480.0 million and $105.0$265.0 million, respectively, related to our Receivables Facility,the then outstanding accounts receivable securitization facility, and repayments of $24.8 million to pay off our Term Loan Facility. Financing activities for the first threenine months of 2019 also included net repayments related to our various international lines of credit of approximately $3.7$4.8 million. Additionally, financing activities for the first nine months of 2019 included the repurchase of $152.7 million of the Company's common
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
stock, of which $150.0 million was pursuant to an accelerated stock repurchase transaction under the share repurchase plan announced on December 13, 2017 and amended on October 31, 2018.
Contractual Cash Obligations and Other Commercial Commitments
There were no material changes in our contractual obligations and other commercial commitments that would require an update to the disclosure provided in our 2019 Annual Report on Form 10-K.
Inflation
The rate of inflation, as measured by changes in the producer price index, affects different commodities, the cost of products purchased and ultimately the pricing of our different products and product classes to our customers. For the threenine months ended March 31,September 30, 2020, pricing related to inflation impacteddid not have a material impact on our sales by less than 1%.sales.
Seasonality
Our operating results are not significantly affected by seasonal factors. Sales during the first quarterand fourth quarters are usually affected by a reduced level of activity. Sales duringactivity due to the second, third and fourth quarters are generally 5% to 7% higher than the first quarter.impact of weather on projects. Sales typically increase beginning in March, with slight fluctuations per month through October. During periods of economic expansion or contraction, our sales by quarter have varied significantly from this pattern.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Guarantor Financial Statements
WESCO Distribution (the “Issuer”“Issuer��) has outstanding $500 million in aggregate principal amount of 5.375% Senior Notes due 2021 (the “2021 Notes”) and $350 million in aggregate principal amount of 5.375% Senior Notes due 2024 (the “2024 Notes” and, together with the 2021 Notes, the “Notes”).
The Notes are unsecured senior obligations of WESCO Distribution and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International and Anixter Inc. (the “Parent Guarantor”“Guarantors”), ranking pari passu in right of payment with all other existing and future senior obligations of the Issuer, including obligations under other unsubordinated indebtedness. The Notes are effectively subordinated to all existing and future obligations of the Issuer that are secured by liens on any property or assets of the Issuer, including the Issuer’s Revolving Credit Facility and the then outstanding term loan facility (the ���Senior“Senior Secured Credit Facilities”), to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all liabilities (including trade payables) of any of the Parent Guarantor’sGuarantors’s or the Issuer’s subsidiaries (the “non-Guarantor Subsidiaries”) and senior in right of payment to all existing and future obligations of the Issuer that are, by their terms, subordinated in right of payment to the Notes.
The Notes are guaranteed by the Parent GuarantorGuarantors and not by the non-Guarantor Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the non-Guarantor Subsidiaries, such non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to the Issuer or the Parent Guarantor.Guarantors. Therefore, the Notes and the guarantee of the Parent GuarantorGuarantors (the “Parent Guarantee”“Guarantee”) are effectively subordinated to the liabilities of the non-Guarantor Subsidiaries.
The Parent Guarantee constitutes a senior obligation of the Parent Guarantor,Guarantors, ranking pari passu in right of payment with all other senior obligations of the Parent Guarantor,Guarantors, including obligations under other unsubordinated indebtedness. The Parent Guarantee is effectively subordinated to all existing and future obligations incurred by the Parent GuarantorGuarantors that are secured by liens on any property or assets of the Parent Guarantor,Guarantors, including the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such obligations, structurally subordinated to all liabilities (including trade payables) of the non-Guarantor Subsidiaries and senior in right of payment to all existing and future obligations of the Parent GuarantorGuarantors that are, by their terms, subordinated in right of payment to the Parent Guarantee.
The Parent Guarantor guaranteesGuarantors guarantee to each holder of the Notes and to the respective trustees (i) the due and punctual payment of the principal of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer to the holders or the respective trustee all in accordance with the terms of the Notes and the indentures governing the Notes and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise.
If the Issuer becomes a debtor in a case under the U.S. Bankruptcy Code or encounterencounters other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the Notes. A court might do so if it is found that when the Issuer issued the Notes, or in some states when payments became due under the Notes, the
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Issuer received less than reasonably equivalent value or fair consideration and either: (i) were insolvent or rendered insolvent by reason of such incurrence; (ii) were left with inadequate capital to conduct its business; or (iii) believed or reasonably should have believed that the Issuer would incur debts beyond its ability to pay.
The court might also void an issuance of the Notes without regard to the above factors, if the court found that the Issuer issued the Notes with actual intent to hinder, delay or defraud its creditors. A court would likely find that the Issuer did not receive reasonably equivalent value or fair consideration for the Notes, if the Issuer did not substantially benefit directly or indirectly from the issuance of the Notes. If a court were to void the issuance of the Notes, holders would no longer have any claim against the Issuer. Sufficient funds to repay the Notes may not be available from other sources. In addition, the court might direct holders to repay any amounts that they already received from the Issuer.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
The following tables present summarized financial information for WESCO International, and WESCO Distribution and Anixter Inc. on a combined basis after elimination of (i) intercompany transactions and balances among such entities and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X.
| | Summarized Balance Sheets | Summarized Balance Sheets | | Summarized Balance Sheets |
| (In thousands of dollars) | (In thousands of dollars) | | (In thousands of dollars) |
| (unaudited) | (unaudited) | | (unaudited) |
| | As of | | | As of |
| | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| Assets | Assets | | | | Assets | | | |
| Current assets | Current assets | $ | 845,631 | | | $ | 582,075 | | Current assets | $ | 2,266,563 | | | $ | 582,075 | |
| Due from non-guarantor subsidiaries | Due from non-guarantor subsidiaries | 465,268 | | | 465,012 | | Due from non-guarantor subsidiaries | 298,927 | | | 465,012 | |
| Total current assets | Total current assets | 1,310,899 | | | 1,047,087 | | Total current assets | 2,565,490 | | | 1,047,087 | |
| Noncurrent assets | Noncurrent assets | 515,326 | | | 484,552 | | Noncurrent assets | 3,652,213 | | | 484,552 | |
| Total assets | Total assets | $ | 1,826,225 | | | $ | 1,531,639 | | Total assets | $ | 6,217,703 | | | $ | 1,531,639 | |
| Liabilities | Liabilities | | | | Liabilities | | | |
| Current liabilities | Current liabilities | $ | 441,402 | | | $ | 445,075 | | Current liabilities | $ | 1,277,697 | | | $ | 445,075 | |
| Due to non-guarantor subsidiaries | Due to non-guarantor subsidiaries | 3,296,996 | | | 3,133,326 | | Due to non-guarantor subsidiaries | 1,910,000 | | | 3,133,326 | |
| Total current liabilities | Total current liabilities | 3,738,398 | | | 3,578,401 | | Total current liabilities | 3,187,697 | | | 3,578,401 | |
| Noncurrent liabilities | Noncurrent liabilities | 1,198,399 | | | 1,067,486 | | Noncurrent liabilities | 4,846,438 | | | 1,067,486 | |
| Total liabilities | Total liabilities | $ | 4,936,797 | | | $ | 4,645,887 | | Total liabilities | $ | 8,034,135 | | | $ | 4,645,887 | |
| | | | | |
| Summarized Statement of Income (Loss) | |
| (In thousands of dollars) | |
| (unaudited) | |
| ThreeNine Months Ended |
| March 31,September 30, 2020 |
Net sales(1) | $ | 873,5944,004,366 | |
Gross profit(1) | 168,571728,675 | |
Net incomeloss | $ | 285 (110,754) | |
(1) Includes $8.9$27.2 million of net sales and cost of goods sold to non-guarantor subsidiaries.
Impact of Recently Issued Accounting Standards
See Note 2 of our Notes to Condensed Consolidated Financial Statements for information regarding the effect of new accounting pronouncements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Forward-Looking Statements
From time to time in this report and in other written reports and oralAll statements referencesmade herein that are made to expectations regarding our future performance. When used in this context, the words “anticipates,” “plans,” “believes,” “estimates,” “intends,” “expects,” “projects,” “will” and similar expressions may identifynot historical facts should be considered as forward-looking statements although not all forward-looking statements contain such words.within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements including,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, our statements regarding the process to divest the legacy WESCO Utility and Datacom businesses in Canada, including the expected length of the process, 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 strategy, growth strategy, competitive strengths, productivity and profitability enhancement, competition, new productfinancial performance, and service introductionsother statements identified by words such as "anticipate," "plan," "believe," "estimate," "intend," "expect," "project," "will" and liquidity and capital resourcessimilar words, phrases or expressions. These forward-looking statements are based on management’scurrent expectations and beliefs of WESCO's management, as well as on assumptions made by, and information currently available to, WESCO's management, current market trends and market conditions and involve various risks and uncertainties, somemany of which are beyond our control. In addition,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 in this documentstatements. Accordingly, you should not place undue reliance on such statements.
Those risks, uncertainties and assumptions include information regarding our proposed acquisitionthe risk of Anixter,any unexpected costs or expenses resulting from the potential effectstransaction, the risk of any litigation or post-closing regulatory action relating to the transaction, the risk that the transaction could have an adverse effect on the ability of the pending acquisitioncombined company to retain customers and retain and hire key personnel and maintain relationships with its suppliers, customers and other business relationships and on ourits operating results and business and operations prior togenerally, the consummation thereof,risk that problems may arise in successfully integrating the effects on WESCO ifbusinesses of the acquisition is not consummated, information regardingcompanies or that the combined operationscompany could be required to divest one or more businesses, which may result in the combined company not operating as effectively and businessefficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of WESCO and Anixter following the acquisition, if consummated, and statements regardingproposed 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 WESCO's business. Ourthe combined company's business, results of operations and financial conditions, the risk that the divestiture of the legacy WESCO Utility and Datacom businesses in Canada may take longer than expected and other important factors that could cause actual results couldto differ materially from those expressed in any forward-looking statement made by us or on our behalf. In light of these risksprojected. All such factors are difficult to predict and uncertainties, thereare beyond each company's control. Additional factors that could cause results to differ materially from those described above can be no assurance that the forward-looking information willfound in fact prove to be accurate. Certain of these risks are set forth in the WESCO International’sWESCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as well as WESCO International’sand WESCO's other reports filed with the SEC. We have undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
For a discussion of changes to the market risks that were previously disclosed in our 2019 Annual Report on Form 10-K, refer to Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations” and to Part II, Item 1A, "Risk Factors”.
Item 4. Controls and Procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period covered by this report.
On June 22, 2020, the Company completed the acquisition of Anixter International Inc. ("Anixter"), which operated under its own set of systems and internal controls. During the quarterly period ended September 30, 2020, management transitioned certain of Anixter’s processes to the Company’s internal control environment. The Company will continue the process of integrating internal controls over financial reporting during the first year of this business combination.
There were no other changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, a number of lawsuits and claims have been or may be asserted against us relating to the conduct of our business, including litigation relating to commercial, product and employment matters. The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to us. However, management does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on our results of operations for that period.
Item 1A. Risk Factors.
The following is an additional risk factor to those previously disclosed in Item 1A. to Part 1 of WESCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
TheOur business and operations have been and will continue to be adversely affected by the COVID-19 pandemic, has adversely affected how we, our suppliers and our customers are operating our businesses, and the duration and extent to which it will affect our business, financial condition, results of operations, cash flows, liquidity, and stock price areremains uncertain.
In December 2019, a novel coronavirus disease (“COVID-19”) was reported in China, and on March 11, 2020, the World Health Organization declaredThe global COVID-19 a global pandemic. Governmental authorities around the world have implemented measurespandemic has created significant disruption to reduce the spread of COVID-19, and this widespread health crisis is adversely affecting the broader economies, financial markets, workforces, business environment, and our suppliers and customers. It began to adversely affect our business, results of operations, and financial condition late in the first quarter of 2020 and is continuing, and the effects include lost or delayed revenue to us. The pandemic has caused significant disruptions to our business due to, among other things, reduced transportation, restrictions on travel, disruptions to our suppliers and global supply chain, the impact on our customers and their demand for our products and services and ability to pay for them, as well as temporary closures of facilities. Some of the business environment.actions we have taken in response to the COVID-19 pandemic, such as implementing remote working arrangements, may also create increased vulnerability to cybersecurity incidents and other risks.
We cannot be certain about the impact that COVID-19 will have on our business and operations going forward. The duration and extent of the impact fromto which the COVID-19 pandemic will continue to impact our business, results of operations, and financial condition depends on many evolving factors and future developments for which there is significant uncertainty, at this time, such as the severity and transmission rate of the virus, governmental, business and individuals' actions taken in response, the development and availability of effective treatment or vaccines, the extent and effectiveness of containment actions, restrictions or disruptionsas well as the matters noted above. In addition, the COVID-19 pandemic may continue to transportation, including reduced availability of ground or air transport, the impact of these and other factors on our employees, including disruptions to our operations resulting from the illness of anyadversely affect many of our employees,suppliers’ and customers' businesses and operations, including the impactability of these and other factors on our ability to sell and provide our products and services, including as a result of travel restrictions and people working from home, the effect on our suppliers to manufacture or obtain the products we sell or to meet delivery requirements and disruptions to the global supply chain, the effect oncommitments, and our customers and theircustomers’ demand for our products and services and the ability to pay for them, all of which could adversely affect our sales and any closuresresults of our and our suppliers’ and customers’ facilities. operations.
While we are supporting essential businesses and our branch locations have not hadremained operational consistent with existing governmental and public health authority directives to close our facilities for extended periods of time as of the date, of this filing, there is significant uncertainty aboutas to what steps we may need to take in response to the pandemic in the future.future (including in response to any new health and safety measures or restrictions), and what impact they will have on our business and operations. For example, some areas lifted restrictions only to impose further restrictions in the wake of increases in COVID-19 cases. We have taken actions to reduce costs and cash expenditures, including reductions in administrative expenses, payroll and benefits, capital expenditures, and other costs, and further steps may become necessary in the future. We have also drawn against our credit facilities as a precautionary measure to increase our cash position and preserve financial flexibility in light of the current uncertainty. Due to the uncertainty of COVID-19, we will continue to assess the situation, including the impact of governmental regulations or restrictions that might be imposed or re-imposed in response to the pandemic. If we are unable to appropriately respond to or manage the impact of these events, our business and results of operations may be adversely affected.
In addition, the impact of COVID-19 on macroeconomic conditions has adversely affected and may impactcontinue to affect the proper functioning of financial and capital markets, foreign currency exchange rates, commodity and energy prices, and interest rates. Even after the COVID-19 pandemic has subsided,subsides, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur inoccur. The long-term financial and economic impacts of the future.COVID-19 pandemic may continue for a significant period and cannot be reliably quantified or estimated at this time due to the uncertainty of these future developments.
Any of these events could materially adversely affect our business, financial condition, results of operations, cash flows, liquidity and stock price, and could also have the effect of heightening the other risks described in “Risk Factors” under Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” under Item 7 of our Annual Report on Form 10-K, filed with the SEC on February 24, 2020, including Operational Risks, Financial Risks, Regulatory and Legal Risks, and Risks Related to Our Pending Acquisition of Anixter, as well as in subsequent SEC filings.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Combining WESCO and Anixter may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.
On June 22, 2020, WESCO completed its acquisition of Anixter. The success of the merger, including anticipated benefits and cost savings, depends on the successful combination and integration of the companies’ businesses. It is possible that the integration process could result in the loss of key employees, higher than expected costs, diversion of management attention, the disruption of either company’s ongoing legacy businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits and cost savings of the merger.
If we experience difficulties with the integration process, the anticipated benefits of the merger may not be realized or may take longer to realize than expected. These integration matters could have an adverse effect on us for an undetermined period. In addition, the actual cost savings of the merger could be less than anticipated.
WESCO has agreed to divest certain assets of the combined company, in accordance with the terms of a Consent Agreement dated August 6, 2020, between WESCO and the Competition Bureau of Canada. Under the Consent Agreement, WESCO has agreed to divest the legacy WESCO Utility and Datacom businesses in Canada. No assurances can be given that the divestiture of these businesses will be completed on favorable terms, in a short period of time, or without disruption to the business.
As of the acquisition date, Anixter had locations in approximately 50 countries to support its international operations. We may be subject to additional risks associated with owning and operating businesses in these foreign markets and jurisdictions, including those arising from import and export controls, foreign currency exchange rate changes, developments in political, regulatory or economic conditions impacting those operations, and different legal, tax, accounting and regulatory requirements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
Item 6. Exhibits.
(a)Exhibits
(31) Rule 13a-14(a)/15d-14(a) Certifications
(32) Section 1350 Certifications
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
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 thereunto duly authorized.
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| | WESCO International, Inc. |
| | (Registrant) |
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May 1,November 9, 2020 | By: | /s/ David S. Schulz |
| (Date) | | David S. Schulz |
| | SeniorExecutive Vice President and Chief Financial Officer |