e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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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 September 30, 2005
or
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o |
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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 1-4720
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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DELAWARE
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95-2109453 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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301
East Colorado Boulevard, Suite 300, Pasadena, California
91101-1901
(Address of Principal Executives Offices)
(Zip Code)
626/585-6700
(Registrants
Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 þ Noo
Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes þ Noo
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o Noþ
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to
be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes o Noþ
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date. 7,119,807 as of November 2, 2005
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk
appearing on pages 28 through 30 of the Form 10-K Annual Report for the year ended December 31,
2004, filed by Wesco Financial Corporation (Wesco), for information on equity price risk and
interest rate risk at Wesco. There have been no material changes through September 30, 2005.
Item 4. Controls and Procedures.
An evaluation was performed under the supervision and with the participation of the management
of Wesco, including Charles T. Munger (Chief Executive Officer) and Jeffrey L. Jacobson (Chief
Financial Officer), of the effectiveness of the design and operation of Wescos disclosure controls
and procedures as of September 30, 2005. Based on that evaluation, Mr. Munger and Mr. Jacobson
concluded that Wescos disclosure controls and procedures are effective in ensuring that
information required to be disclosed by Wesco in reports it files or submits under the Securities
Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange Commission, and (2)
accumulated and communicated to Wescos management, including Mr. Munger and Mr. Jacobson, as
appropriate, to allow timely decisions regarding required disclosure. There have been no changes
in Wescos internal controls over financial reporting during the quarter ended September 30, 2005
that have materially affected or are reasonably likely to materially affect the internal controls
over financial reporting.
-2-
PART II. OTHER INFORMATION
31 (a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Executive Officer)
31 (b) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Financial Officer)
32 (a) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer)
32 (b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer)
-3-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
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Sept. 30, |
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Dec.31, |
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2005 |
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2004 |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,223,534 |
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$ |
1,161,163 |
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Investments: |
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Securities with fixed maturities |
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71,359 |
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94,299 |
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Marketable equity securities |
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855,137 |
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759,658 |
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Rental furniture |
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191,133 |
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171,983 |
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Goodwill of acquired businesses |
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266,607 |
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266,607 |
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Other assets |
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120,524 |
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117,825 |
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$ |
2,728,294 |
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$ |
2,571,535 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Insurance losses and loss adjustment expenses payable |
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Through affiliates |
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$ |
18,004 |
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$ |
14,910 |
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Unaffiliated |
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43,550 |
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41,252 |
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Unearned insurance premiums |
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Transactions through affiliates |
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12,638 |
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14,118 |
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Unaffiliated |
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14,879 |
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11,223 |
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Deferred furniture rental income and security deposits |
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22,776 |
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20,358 |
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Notes payable |
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38,200 |
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29,225 |
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Income taxes payable, principally deferred |
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295,959 |
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272,005 |
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Other liabilities |
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57,480 |
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51,501 |
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503,486 |
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454,592 |
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Shareholders equity: |
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Capital stock and additional paid-in capital |
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33,324 |
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33,324 |
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Unrealized appreciation of investments, net of taxes |
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487,665 |
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427,690 |
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Retained earnings |
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1,703,819 |
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1,655,929 |
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Total shareholders equity |
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2,224,808 |
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2,116,943 |
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$ |
2,728,294 |
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$ |
2,571,535 |
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See notes to condensed consolidated financial statements.
-4-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
INCOME AND RETAINED EARNINGS
(Dollar amounts in thousands, except for amounts per share)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Sept 30, |
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2005 |
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2004 |
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2005 |
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2004 |
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Revenues: |
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Sales and service revenues |
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$ |
115,063 |
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$ |
106,080 |
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$ |
334,806 |
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$ |
310,501 |
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Insurance premiums earned |
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Transactions through affiliates |
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7,171 |
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(232 |
) |
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21,600 |
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7,992 |
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Unaffiliated transactions |
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6,024 |
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10,927 |
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16,350 |
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36,291 |
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Dividend and interest income |
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14,547 |
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8,912 |
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40,103 |
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25,823 |
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Realized investment gains |
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774 |
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Other |
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895 |
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797 |
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2,643 |
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2,420 |
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143,700 |
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126,484 |
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416,276 |
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383,027 |
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Costs and expenses: |
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Cost of products and services sold |
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40,108 |
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37,955 |
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115,064 |
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|
110,312 |
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Insurance
losses and loss adjustment expenses |
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Transactions through affiliates |
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2,638 |
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(20 |
) |
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7,534 |
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|
5,204 |
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Unaffiliated transactions |
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|
4,942 |
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|
|
7,342 |
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|
8,401 |
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|
15,568 |
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Insurance
underwriting expenses |
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Transactions through affiliates |
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1,800 |
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|
356 |
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4,386 |
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|
1,859 |
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Unaffiliated transactions |
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|
3,117 |
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|
|
4,247 |
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|
5,759 |
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|
9,601 |
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Selling, general and administrative expenses |
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|
67,218 |
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|
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63,746 |
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|
|
197,968 |
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|
|
194,875 |
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Interest expense |
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|
375 |
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|
|
209 |
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|
|
894 |
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|
|
532 |
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|
|
|
|
|
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|
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|
|
|
|
|
|
|
120,198 |
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|
|
113,835 |
|
|
|
340,006 |
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|
|
337,951 |
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|
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|
|
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Income before income taxes |
|
|
23,502 |
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|
|
12,649 |
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|
|
76,270 |
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|
|
45,076 |
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Income taxes |
|
|
5,636 |
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|
|
3,605 |
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|
|
20,797 |
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|
|
13,273 |
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|
|
|
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|
|
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Net income |
|
|
17,866 |
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|
|
9,044 |
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|
|
55,473 |
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|
|
31,803 |
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|
|
|
|
|
|
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|
|
|
|
|
|
|
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Retained earnings beginning of period |
|
|
1,688,481 |
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|
|
1,636,172 |
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|
1,655,929 |
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|
|
1,618,324 |
|
Cash dividends declared and paid |
|
|
(2,528 |
) |
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|
(2,458 |
) |
|
|
(7,583 |
) |
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|
(7,369 |
) |
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Retained earnings end of period |
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$ |
1,703,819 |
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$ |
1,642,758 |
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$ |
1,703,819 |
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$ |
1,642,758 |
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Amounts per capital share based on 7,119,807 shares
outstanding throughout each period: |
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Net income |
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$ |
2.51 |
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$ |
1.27 |
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$ |
7.79 |
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$ |
4.47 |
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Cash dividends |
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$ |
.355 |
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$ |
.345 |
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$ |
1.065 |
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$ |
1.035 |
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See notes to condensed consolidated financial statements.
-5-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
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Nine Months Ended |
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Sept. 30, |
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Sept. 30, |
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2005 |
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2004 |
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Cash flows from operating activities, net |
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$ |
125,507 |
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$ |
121,360 |
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Cash flows from investing activities: |
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Proceeds from sales and maturities of investments |
|
|
36,558 |
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|
62,595 |
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Purchases of investments |
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(16,178 |
) |
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|
(2,907 |
) |
Acquisitions of businesses, net of cash and cash equivalents acquired |
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(12,704 |
) |
Purchases of rental furniture |
|
|
(79,658 |
) |
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|
(63,630 |
) |
Other, net |
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|
(5,250 |
) |
|
|
(1,242 |
) |
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|
|
|
|
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Net cash flows from investing activities |
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|
(64,528 |
) |
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|
(17,888 |
) |
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Cash flows from financing activities: |
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Net increase in notes payable, principally line of credit |
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|
8,975 |
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|
19,743 |
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Payment of cash dividends |
|
|
(7,583 |
) |
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|
(7,369 |
) |
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|
|
|
|
|
|
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|
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Net cash flows from financing activities |
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|
1,392 |
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|
|
12,374 |
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Increase in cash and cash equivalents |
|
|
62,371 |
|
|
|
115,846 |
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|
|
|
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|
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Cash and cash equivalents beginning of period |
|
|
1,161,163 |
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|
|
1,052,462 |
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Cash and cash equivalents end of period |
|
$ |
1,223,534 |
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|
$ |
1,168,308 |
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Supplementary information: |
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Interest paid during period |
|
$ |
1,216 |
|
|
$ |
153 |
|
Income taxes paid (recovered), net, during period |
|
|
29,032 |
|
|
|
(2,633 |
) |
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
-6-
WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except for amounts per share)
(Unaudited)
Note 1
The unaudited condensed consolidated financial statements of which these notes are an integral
part, include the accounts of Wesco Financial Corporation (Wesco) and its subsidiaries. In
managements opinion, such statements reflect all adjustments (all of them of a normal recurring
nature) necessary to a fair statement of interim results in accordance with accounting principles
generally accepted in the United States. Certain amounts in the accompanying 2004 condensed
consolidated financial statements have been reclassified to conform to the 2005 financial statement
presentation.
Wescos management does not believe that any accounting pronouncements issued by the Financial
Accounting Standards Board or other applicable authorities that are required to be adopted after
September 30, 2005 are likely to have a material effect on reported shareholders equity.
Reference is made to the notes to Wescos consolidated financial statements appearing on pages
40 through 48 of its 2004 Form 10-K Annual Report for other information deemed generally applicable
to the condensed consolidated financial statements. In particular, Wescos significant accounting
policies and practices are set forth in Note 1 on pages 40 through 42. In addition to such
policies, the following practice is followed by the industrial segment: revenues from product sales
and services are recognized upon passage of title to the customer, which coincides with product
shipment.
Note 2
Following is a summary of securities with fixed maturities:
|
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|
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|
|
|
|
|
|
|
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
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Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
Mortgage-backed securities |
|
$ |
50,319 |
|
|
$ |
52,310 |
|
|
$ |
76,212 |
|
|
$ |
80,531 |
|
U.S. government obligations |
|
|
19,079 |
|
|
|
19,049 |
|
|
|
12,812 |
|
|
|
13,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
69,398 |
|
|
$ |
71,359 |
|
|
$ |
89,024 |
|
|
$ |
94,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2005, the estimated fair values of securities with fixed maturities contained
$1,991 of unrealized gains and $30 of unrealized losses, compared with $5,306 of unrealized gains
and $31 of unrealized losses at December 31, 2004.
-7-
Following is a summary of marketable equity securities (all common stocks):
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|
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|
|
|
|
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
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Fair |
|
|
|
|
|
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Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
The Coca-Cola Company |
|
$ |
40,761 |
|
|
$ |
311,210 |
|
|
$ |
40,761 |
|
|
$ |
300,041 |
|
The Gillette Company |
|
|
40,000 |
|
|
|
372,480 |
|
|
|
40,000 |
|
|
|
286,592 |
|
American Express Company |
|
|
18,108 |
|
|
|
97,699 |
|
|
|
20,687 |
|
|
|
109,533 |
|
Ameriprise Financial Inc* |
|
|
2,579 |
|
|
|
13,913 |
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
|
6,333 |
|
|
|
59,835 |
|
|
|
6,333 |
|
|
|
63,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
107,781 |
|
|
$ |
855,137 |
|
|
$ |
107,781 |
|
|
$ |
759,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Spun off by American Express Company to its shareholders on September 30, 2005 |
Reference is made to information as to the pending purchase of The Gillette Company by The
Procter and Gamble Company (PG) discussed in Note 2 to the consolidated financial statements
appearing on page 42 of Wescos 2004 Form 10-K Annual Report. PG completed the acquisition on
October 1, 2005. Wesco earnings will include a non-cash pre-tax realized investment gain from the
disposition of Gillette of approximately $331,000 ($215,000, after taxes) in the fourth quarter of
2005. However, since Wescos investments are carried at fair value, with unrealized gain reflected
in shareholders equity, net of taxes, at the balance sheet date, consolidated shareholders equity
will not change significantly as a result of this transaction.
Note 3
The following table sets forth Wescos consolidated comprehensive income for the three- and
nine-month periods ended September 30, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net income |
|
$ |
17,866 |
|
|
$ |
9,044 |
|
|
$ |
55,473 |
|
|
$ |
31,803 |
|
Change in unrealized appreciation of investments,
net of income tax effect of ($22,045), $27,007,
($32,189) and $14,178 |
|
|
41,106 |
|
|
|
(50,280 |
) |
|
|
59,975 |
|
|
|
(26,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
58,972 |
|
|
$ |
(41,236 |
) |
|
$ |
115,448 |
|
|
$ |
5,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands, except for amounts per share
-8-
Note 4
Federal and state environmental agencies have made claims relating to alleged contamination of
soil and groundwater against Precision Brand Products (PBP), whose results, like those of its
parent, Precision Steel, are included in Wescos industrial segment, and various other businesses
situated in a business park in Downers Grove, Illinois. PBP, along with the other businesses, has
been negotiating remedial actions with various governmental entities. In addition, PBP, Precision
Steel, and other parties have been named in several civil lawsuits, including lawsuits by and on
behalf of area residents, relating to this matter.
In 2003, PBP recorded a provision of $1,044 ($628 after income tax benefit), representing a
preliminary estimate of its share of costs of remediation agreed to with governmental entities and
other parties to date and related expenses. PBP increased that estimate by $139 ($84 after income
tax benefit) in the third quarter of 2004, and by an additional $110 early in 2005. Several of
PBPs and Precision Steels insurers have agreed to undertake their defenses and to indemnify them
to the policy limits in connection with certain of the matters. To date in 2005, PBP recovered
$237 ($142 after taxes) from its insurers. Additional recoveries are expected, but in amounts that
management is unable to estimate. Accordingly, future recoveries, if any, are not reflected in the
accompanying condensed consolidated financial statements. The accompanying financial statements
for the first nine months of 2005 reflect the net reduction in provision for costs and expenses
associated with the environmental matters, aggregating $127 ($76 after income taxes), recorded in
the first half of the year.
Management anticipates that additional provisions with respect to such remediation and other
legal matters may be required in the future. However, as of September 30, 2005, it was not possible
to reasonably estimate the amount, if any, of additional loss or a range of losses that may be
required in connection with the matter. Although management does not anticipate that the ultimate
impact of such provisions, net of future insurance recoveries, if any, will be material in relation
to Wescos shareholders equity, it believes that the effect on industrial segment and consolidated
net income in any given period could be material.
Dollar amounts in thousands, except for amounts per share
-9-
Note 5
Following is condensed consolidated financial information for Wesco, by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
27,505 |
|
|
$ |
19,402 |
|
|
$ |
77,390 |
|
|
$ |
69,526 |
|
Net income |
|
|
10,458 |
|
|
|
5,660 |
|
|
|
37,460 |
|
|
|
26,419 |
|
Assets at end of period |
|
|
2,146,293 |
|
|
|
1,979,392 |
|
|
|
2,146,293 |
|
|
|
1,979,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
99,624 |
|
|
$ |
90,463 |
|
|
$ |
288,415 |
|
|
$ |
264,298 |
|
Net income |
|
|
6,986 |
|
|
|
3,232 |
|
|
|
16,317 |
|
|
|
3,836 |
|
Assets at end of period |
|
|
257,215 |
|
|
|
251,871 |
|
|
|
257,215 |
|
|
|
251,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,439 |
|
|
$ |
15,607 |
|
|
$ |
46,391 |
|
|
$ |
46,203 |
|
Net income |
|
|
185 |
|
|
|
33 |
|
|
|
823 |
|
|
|
1,245 |
|
Assets at end of period |
|
|
18,520 |
|
|
|
20,306 |
|
|
|
18,520 |
|
|
|
20,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses, included in assets
at end of period |
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before taxes (included in revenues) |
|
$ |
|
|
|
$ |
|
|
|
$ |
774 |
|
|
$ |
|
|
After taxes (included in net income) |
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,132 |
|
|
$ |
1,012 |
|
|
$ |
3,316 |
|
|
$ |
3,000 |
|
Net income |
|
|
237 |
|
|
|
119 |
|
|
|
370 |
|
|
|
303 |
|
Assets at end of period |
|
|
39,659 |
|
|
|
35,765 |
|
|
|
39,659 |
|
|
|
35,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
143,700 |
|
|
$ |
126,484 |
|
|
$ |
416,276 |
|
|
$ |
383,027 |
|
Net income |
|
|
17,866 |
|
|
|
9,044 |
|
|
|
55,473 |
|
|
|
31,803 |
|
Assets at end of period |
|
|
2,728,294 |
|
|
|
2,553,941 |
|
|
|
2,728,294 |
|
|
|
2,553,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands, except for amounts per share
-10-
WESCO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to Item 7, Managements Discussion and Analysis of Financial Condition and
Results of Operations appearing on pages 19 through 30 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2004 for information deemed generally
appropriate to an understanding of the accompanying condensed consolidated financial statements.
The information set forth in the following paragraphs updates such discussion. Further, in
reviewing the following paragraphs, attention is directed to the accompanying unaudited condensed
consolidated financial statements.
OVERVIEW
Financial Condition
Wesco continues to have a strong balance sheet at September 30, 2005, with relatively low debt
and no hedging. Liquidity, which has traditionally been high, has been even higher than usual for
the past two years due principally to sales, maturities and early redemptions of fixed-maturity
investments, and reinvestment of the proceeds in cash equivalents pending redeployment.
Results of Operations
After-tax earnings improved in the third quarter and the first nine months of 2005 from the
corresponding 2004 amounts mainly due to improved results of the furniture rental segment and
increased investment income earned by the insurance segment principally as a result of increased
interest rates on short-term investments.
FINANCIAL CONDITION
Wescos shareholders equity at September 30, 2005 was approximately $2.22 billion ($312 per
share), up from $2.12 billion ($297 per share) at December 31, 2004. Shareholders equity included
$487.7 million at September 30, 2005, and $427.7 million at December 31, 2004, representing
appreciation in market value of investments, which is credited directly to shareholders equity,
net of taxes, without being reflected in earnings. Because unrealized appreciation is recorded
using market quotations, gains or losses ultimately realized upon sale of investments could differ
substantially from recorded unrealized appreciation.
Wescos consolidated cash and cash equivalents, held principally by its insurance businesses,
increased slightly from $1.16 billion at December 31, 2004, to $1.22 billion at September 30, 2005.
Wescos consolidated borrowings totaled $38.2 million at September 30, 2005 versus $29.2
million at December 31, 2004. The increase in borrowings related to a revolving line of credit used
in the furniture rental business.
Wescos management continues to believe that the Wesco group has adequate liquidity and
capital resources to provide for any contingent needs that may arise.
-11-
RESULTS OF OPERATIONS
Wescos operating businesses are managed on a decentralized basis. There are essentially no
centralized or integrated business functions (such as sales, marketing, purchasing, legal or human
resources) and there is minimal involvement by Wescos corporate headquarters in the day-to-day
business activities of the operating businesses. Wescos Board of Directors has delegated to
Berkshire Hathaway Inc. (Berkshire Hathaway), Wescos ultimate parent, of which Wescos Board
Chairman is Vice Chairman, the responsibility for significant capital allocation decisions,
investment activities and the selection of the Chief Executive to head each of the operating
businesses, subject to the approval by Wescos Board of Directors.
Wescos reportable business segments are organized in a manner that reflects how Wescos top
management views those business activities. Wescos management views insurance businesses as
possessing two distinct operations underwriting and investing, and believes that underwriting
gain or loss is an important measure of their financial performance. Underwriting gain or loss
represents the simple arithmetic difference between the following line items appearing on the
consolidated statement of income: (1) insurance premiums earned, less (2) insurance losses and loss
adjustment expenses, and insurance underwriting expenses. Managements goal is to maximize
underwriting gains over the long term, without regard to investment income.
The following summary sets forth the contribution to Wescos consolidated net income of each
business segment insurance, furniture rental and industrial as well as activities not
considered related to such segments. (Amounts are in thousands, all after income tax effect.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain (loss) |
|
$ |
453 |
|
|
$ |
(799 |
) |
|
$ |
9,725 |
|
|
$ |
7,834 |
|
Investment income |
|
|
10,005 |
|
|
|
6,459 |
|
|
|
27,735 |
|
|
|
18,585 |
|
Furniture rental segment |
|
|
6,986 |
|
|
|
3,232 |
|
|
|
16,317 |
|
|
|
3,836 |
|
Industrial segment |
|
|
185 |
|
|
|
33 |
|
|
|
823 |
|
|
|
1,245 |
|
Nonsegment items other than investment gains |
|
|
237 |
|
|
|
119 |
|
|
|
370 |
|
|
|
303 |
|
|
Realized investment gains |
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
17,866 |
|
|
$ |
9,044 |
|
|
$ |
55,473 |
|
|
$ |
31,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-12-
Insurance Segment
The insurance segment is comprised of Wesco-Financial Insurance Company (Wes-FIC) and The
Kansas Bankers Surety Company (KBS). Their operations are conducted or supervised by wholly
owned subsidiaries of Berkshire Hathaway Inc., Wescos ultimate parent company. For purposes of the
following discussion, the results have been disaggregated between reinsurance and primary insurance
activities. Following is a summary of the insurance segments underwriting activities. (Amounts
are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Insurance premiums written |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
7,139 |
|
|
$ |
8,860 |
|
|
$ |
21,559 |
|
|
$ |
23,959 |
|
Primary insurance |
|
|
4,681 |
|
|
|
4,865 |
|
|
|
15,920 |
|
|
|
15,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,820 |
|
|
$ |
13,725 |
|
|
$ |
37,479 |
|
|
$ |
39,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
7,790 |
|
|
$ |
5,508 |
|
|
$ |
22,135 |
|
|
$ |
29,118 |
|
Primary insurance |
|
|
5,405 |
|
|
|
5,187 |
|
|
|
15,815 |
|
|
|
15,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
13,195 |
|
|
|
10,695 |
|
|
|
37,950 |
|
|
|
44,283 |
|
Insurance losses, loss adjustment expenses
and underwriting expenses |
|
|
(12,497 |
) |
|
|
(11,925 |
) |
|
|
(26,080 |
) |
|
|
(32,232 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain (loss), before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
(683 |
) |
|
|
(2,669 |
) |
|
|
4,766 |
|
|
|
6,527 |
|
Primary insurance |
|
|
1,381 |
|
|
|
1,439 |
|
|
|
7,104 |
|
|
|
5,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
698 |
|
|
|
(1,230 |
) |
|
|
11,870 |
|
|
|
12,051 |
|
Income taxes |
|
|
245 |
|
|
|
(431 |
) |
|
|
2,145 |
|
|
|
4,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain (loss) |
|
$ |
453 |
|
|
$ |
(799 |
) |
|
$ |
9,725 |
|
|
$ |
7,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2005, in-force reinsurance business consisted of a participation in three
pools of aviation-related risks: hull and liability pools to the extent of 10% each; and, a
workers compensation pool to the extent of 5% which became effective in 2005. In 2004, reinsurance
included participation in the hull and liability pools as well as in a contract covering certain
multi-line property and casualty risks of a large, unaffiliated insurer. The latter arrangement was
commuted in the fourth quarter of 2004 as discussed on pages 21 and 22 of Wescos 2004 Form 10-K
Annual Report. Wes-FICs reinsurance activities have fluctuated from period to period as
participations in reinsurance contracts have become available both through insurance subsidiaries
of Berkshire Hathaway Inc., and otherwise.
Reinsurance premiums written in 2005 decreased $1.7 million (19%) for the third quarter and
$2.4 million (10%) for the first nine months. Excluding the written premiums under the commuted
contract mentioned above from the 2004 figures, written reinsurance premiums for the 2005 periods
decreased $0.1 million for the third quarter, but increased $2.2 million for the first nine months.
The 2005 figures also included approximately $0.3 million for the third quarter and $0.9 million
for the nine-month period attributable to the workers compensation pool in which participation
began in 2005.
-13-
Primary insurance premiums written for the third quarter decreased $0.2 million (4%) but
increased $0.5 million (3%) for the first nine months of 2005. The decrease for the quarter is
believed to have resulted mainly from timing of renewals of policies with customers. The increase
in primary insurance premiums written for the first nine months is due mainly to an increase in
bank deposit guarantee bonds.
Earned premiums from reinsurance activities increased $2.3 million (41%) for the third quarter
of 2005, but decreased $7.0 million (24%) for the first nine months, from the comparable figures
for the corresponding periods of 2004. Excluding the earned premiums under the commuted contract
mentioned above from the 2004 figures, earned reinsurance premiums for the 2005 periods increased
$2.5 million for the third quarter, and $0.7 million for the first nine months.
Earned premiums from primary insurance increased $0.2 million (4%) for the third quarter and
$0.7 million (4%) for the first nine months due mainly to increased deposit guarantee bonds.
Management believes that underwriting gain or loss, is an important measure of financial
performance of insurance companies. When stated as a percentage, the sum of insurance losses, loss
adjustment expenses and underwriting expenses, divided by premiums earned gives the combined ratio.
A combined ratio of less than 100% connotes an underwriting profit and a combined ratio of greater
than 100% connotes an underwriting loss.
Underwriting losses from reinsurance business declined by $2.0 million for the third quarter
of 2005 and underwriting gains decreased $1.8 million for the first nine months as compared with
the comparable figures for the corresponding periods of 2004. Excluding underwriting gains from the
commuted contract discussed above, reinsurance underwriting losses for the 2005 periods decreased
by $2.2 million for the third quarter and $0.1 million for the nine-month period. The combined
ratios from reinsurance were 108.6% and 148.2% for the third quarters of 2005 and 2004, and 78.4%
and 77.4% for the nine-month periods. The 2005 figures include estimated losses of $0.7 million
related to Hurricane Katrina, which struck the Gulf Coast of the United States in the third
quarter. The 2004 ratios reflect increased aviation loss activity for the third quarter, including
estimated losses of $0.5 million related to hurricanes that struck the Southeastern United States.
Underwriting results from primary insurance have been quite favorable but have fluctuated from
period to period, as shown in the preceding table, due to timing and volatility of losses incurred.
Combined ratios from primary insurance were 74.5% and 72.3% for the third quarters of 2005 and
2004, and 55.1% and 63.6% for the respective nine-month periods.
Wescos insurers cede minimal amounts of business, and as a result underwriting results may be
volatile. Instead of paying reinsurers to minimize risks associated with significant losses,
Management accepts volatility in underwriting results provided the prospects of long-term
underwriting profitability remain favorable.
The income tax provision associated with the insurance segments underwriting activities for
the nine-month period ended September 30, 2005 benefited by $2.0 million relating to the resolution
of an issue raised in an examination of a prior year income tax return by the Internal Revenue
Service, recorded in the first quarter.
-14-
Investment income produced by Wescos insurance segment for the third quarter and first nine
months of 2005 and 2004 is summarized in the table below (in thousands of dollars).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Investment income, before taxes |
|
$ |
14,310 |
|
|
$ |
8,707 |
|
|
$ |
39,440 |
|
|
$ |
25,243 |
|
Income taxes |
|
|
4,305 |
|
|
|
2,248 |
|
|
|
11,705 |
|
|
|
6,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
10,005 |
|
|
$ |
6,459 |
|
|
$ |
27,735 |
|
|
$ |
18,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income earned by the insurance segment for the 2005 periods increased from the
corresponding prior year figures principally due to improvement in interest rates on short-term
investments. Wescos insurance subsidiaries, as a matter of practice, maintain liquidity in amounts
which exceed expected near-term needs for payment of claims and expenses, by wide margins. As a
result, it would be unlikely that any unanticipated payment of claims or expenses would cause the
insurance segment to liquidate investments before anticipated. Wesco does not attempt to match
long-term investment maturities to estimated durations of claim liabilities. Reference is made to
the table of contractual obligations appearing on page 20 for an indication of the periods in which
the insurance segments losses and loss expenses are expected to be paid.
Furniture Rental Segment
The furniture rental segment consists of CORT Business Services Corporation (CORT).
Following is a summary of segment operating results. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
77,748 |
|
|
$ |
69,430 |
|
|
$ |
227,152 |
|
|
$ |
203,745 |
|
Furniture sales |
|
|
19,355 |
|
|
|
17,827 |
|
|
|
54,643 |
|
|
|
51,656 |
|
Apartment locator fees |
|
|
2,521 |
|
|
|
3,206 |
|
|
|
6,620 |
|
|
|
8,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
99,624 |
|
|
|
90,463 |
|
|
|
288,415 |
|
|
|
264,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
27,037 |
|
|
|
24,640 |
|
|
|
76,177 |
|
|
|
72,547 |
|
Selling, general and administrative expenses |
|
|
64,229 |
|
|
|
60,619 |
|
|
|
188,872 |
|
|
|
185,784 |
|
Interest expense |
|
|
469 |
|
|
|
208 |
|
|
|
991 |
|
|
|
531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,735 |
|
|
|
85,467 |
|
|
|
266,040 |
|
|
|
258,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
7,889 |
|
|
|
4,996 |
|
|
|
22,375 |
|
|
|
5,436 |
|
Income taxes |
|
|
903 |
|
|
|
1,764 |
|
|
|
6,058 |
|
|
|
1,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
6,986 |
|
|
$ |
3,232 |
|
|
$ |
16,317 |
|
|
$ |
3,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental revenues for the third quarter of 2005 increased $8.3 million, or 12%, over
those of the third quarter of 2004, and $23.4 million, or 11.5% over those of the first nine months of 2004. Excluding $7.8
-15-
million and $6 million of rental revenues from tradeshows and from locations not in operation
throughout each of the three-month periods, and $27.5 million and $20.8 million of similar revenues
for each of the nine month periods, rental revenues for the third quarter of 2005 increased
approximately 10.3% from those of the 2004 quarter and 9.1% from those of the first nine months of
last year. The number of furniture leases, which had declined more than 20% through yearend 2003
from the peak level attained in late 2000, has continued to increase since 2004. The corresponding
number of leases at the end of the third quarter of 2005 was 9.4% higher than at September 30,
2004, and 3.1% higher than the count at yearend 2004. Management is cautiously optimistic about
further improvement in the furniture rental business.
Furniture sales revenues increased 8.6% for the third quarter, and 5.8% for the first nine
months of 2005, from those reported for the comparable periods of 2004. The improvement is
attributed principally to renewed efforts to reduce idle inventory.
Apartment locator fees for the third quarter of 2005 decreased by $0.7 million, or 21%, from
those of the third quarter 2004, and, for the first nine months of 2005, fees decreased by $2.3
million, or 26%, from those reported for the first nine months of 2004. Since late 2003, the
apartment locator operation has been undergoing reorganization. Some of its walk-in facilities have
been merged into furniture rental or sale facilities, and others have been closed, resulting in
significant cost and expense reductions. The reduction in apartment locator revenues has been
offset by a reduction in related costs and expenses.
Cost of rentals, sales and fees amounted to 27.1% and 26.4% of revenues for the third quarter
and first nine months of 2005, versus 27.2% and 27.4% for the corresponding periods of 2004. The
improved margins for each 2005 period resulted principally from a relative decrease in the
depreciation component in the ratio of cost of rentals and sales to revenues in each current period
due mainly to the increases in the numbers of leases outstanding for each such period (depreciation
is charged whether or not furniture is out on lease) offset somewhat in the third quarter by lower
margins on furniture sales. Costs of generating apartment locator fees were $1.9 million for the
third quarter and $5.5 million for the first nine months of 2005, versus $2.4 million and $7.5
million for the comparable periods of 2004. Excluding apartment-locator costs, segment costs for
furniture rentals and sales were 25.8% and 24.8% of revenues for the third quarter and first nine
months of 2005, versus 25.5% for each of the corresponding periods of 2004.
Selling, general, administrative and interest expenses (operating expenses) for the
furniture segment were $64.7 million for the third quarter of 2005 and $189.9 million for the first
nine months, up from the $60.8 million and $186.3 million incurred for the comparable periods of
2004. The contributing factors to the increase in segment operating expense were associated with
closure of redundant real estate facilities, and an increase in transportation and storage costs
primarily associated with the increase in the cost of fuel. Included in the operating expenses are
apartment locator-related expenses of $2 million for the third quarter and $6.6 million for the
first nine months of 2005, versus $2.6 million and $9.7 million for the 2004 periods. Operating
expenses as a percentage of revenues decreased from 67.2% for the third quarter and 70.5% for the
first nine months of 2004 to 64.9% and 65.8% for the comparable periods of 2005.
Segment net income amounted to $7.0 million for the third quarter and $16.3 million for the
first nine months of 2005, versus $3.2 million for the third quarter and $3.8 million for the first
nine months of 2004. The $3.8 million improvement in the operating results for the third quarter
and $12.5 million improvement for the first nine months of 2005 were primarily attributable to
growth in rental revenues and the benefit of cost and expense reductions in the apartment locator
business due mainly to its reorganization. If the losses incurred
-16-
by the apartment locator operation ($1.0 million, before income taxes, for the third quarter
and $4.1 million for the first nine months of 2005, and $1.5 million, before taxes, for the third
quarter and $7.5 million of the first nine months of 2004) were eliminated, segment net income
would have been $8.0 million for the third quarter and $20.4 million for the first nine months of
2005, and $4.7 million for the third quarter and $11.3 million for the first nine months of 2004.
The furniture segments tax provision and net income for the quarter and nine-month period
ended September 30, 2005 benefited by $2.1 million relating to an adjustment of a prior year tax
reserve.
The financial effects of Hurricanes Katrina and Rita, which occurred late in the third quarter
of the current year, are believed not to have materially affected the furniture rental segment
based on information currently available. To date, the segment has incurred approximately $0.6
million in expenses directly attributable to the hurricanes. However, the segment is also
experiencing increased demand for furniture rental in the areas affected by the disasters, offset
by higher costs associated with doing business in the affected areas. At the present time,
management cannot predict the financial impact that the two storms will have on the furniture
segment in future periods.
Industrial Segment
Following is a summary of the results of operations of the industrial segment, which consists
of the businesses of Precision Steel Warehouse, Inc. and its subsidiaries. (Amounts are in
thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
15,439 |
|
|
$ |
15,607 |
|
|
$ |
46,391 |
|
|
$ |
46,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
313 |
|
|
$ |
60 |
|
|
$ |
1,447 |
|
|
$ |
2,072 |
|
Income taxes |
|
|
128 |
|
|
|
27 |
|
|
|
624 |
|
|
|
827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
185 |
|
|
$ |
33 |
|
|
$ |
823 |
|
|
$ |
1,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Wescos 2004 Annual Report on Form 10-K it was reported that the operations of the
industrial segment had suffered for several years prior to 2004. Not only had there been a decline
in the number of orders placed, but there had also been a trend towards smaller-sized orders. At
the beginning of 2004, a shortage of raw materials from domestic mills produced near chaos in the
steel service industry. Customers wishing to avoid running out of stock accelerated their
purchasing, exacerbating the tumult. As the year progressed, domestic steel mills were operating at
capacity and imported steel was not readily available. These and other factors enabled the mills to
raise prices, place limits on order quantities and extend delivery times. Precision Steel reacted
by passing the price increases, plus normal mark-ups, on to its customers.
Throughout 2005, as supplies of product from domestic mills have become more readily
available, demand has softened, competitive pressures have increased, and mills have lowered
prices, although such prices remain substantially above their 2004 level. Industrial segment
revenues for the third quarter of 2005 decreased $0.2 million, or 1.1%, from those of the third
quarter of 2004; volume, in terms of pounds of steel products sold, decreased by 11.0% for the
quarter from volume of the comparable 2004 quarter. For the first nine months of
-17-
2005, industrial segment revenues increased $0.2 million; pounds of steel products sold decreased
by 18.9%. These anomalous results were attributable principally to increases of about 44% in
average selling prices since the beginning of 2004 as well as to changes in the mix of product
sold.
As explained in Note 4 to the accompanying condensed consolidated financial statements,
Precision Steel and a subsidiary are involved in an environmental matter the ultimate cost of which
is difficult to estimate. Segment operating results for 2005 include the net benefit of $0.1
million ($0.1 million after taxes) resulting from the reimbursement in the first half of the year
from insurance companies of certain costs expensed in prior periods. Segment operating results for
the 2004 periods reflect an increase in the estimated provision for environmental costs and
expenses of $0.2 million ($0.1 million after taxes) recorded in the third quarter.
Income before income taxes and net income of the industrial segment for the third quarter of
2005 improved slightly from the figures reported for the third quarter of 2004. Had it not been for
the detrimental effects on the 2004 figures of the environmental expenses recorded in the third
quarter last year, third quarter pre-tax and net income for 2005 would not have significantly
differed from those of 2004. Income before income taxes and net income of the industrial segment
for the first nine months of 2005 declined by 30% and 34%, respectively, from the corresponding
2004 figures. These figures were significantly affected by fluctuations in the cost of products
sold, as a percentage of revenues. Such costs increased to 83.8% of sales revenues for the first
nine months of 2005 from 81.7% for the comparable period in 2004. The cost percentages typically
fluctuate slightly from period to period as a result of changes in product mix and price
competition at all levels. The cost percentage early in 2004 was unusually low, reflecting mainly
customers acceptance of price increases in view of metal shortages and other factors described
above. Though current conditions may no longer be as unstable, management is concerned that the
steel warehouse business may revert to the difficult times that prevailed prior to 2004. As noted
in the 2004 Form 10-K, average annual segment revenues for the years 2001 through 2003 were down
27% from those reported for 1998 through 2000.
Unrelated to Business Segment Operations
Set forth below is a summary of items increasing Wescos consolidated net income that are
viewed by management as unrelated to the operations of the insurance, furniture rental and
industrial segments. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Realized investment gains, before income tax effect |
|
$ |
|
|
|
$ |
|
|
|
$ |
774 |
|
|
$ |
|
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains |
|
$ |
|
|
|
$ |
|
|
|
$ |
503 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains and losses on Wescos investments have fluctuated in amount from period to
period, sometimes impacting consolidated earnings significantly. No gains or losses were realized
in the first nine months of 2004. Gains or losses, when they occur, are classified by Wesco as
nonsegment items; they tend to fluctuate in amount from period to period, and their amounts and
timing have no predictive or practical analytical value.
Reference is made to Note 2 to the accompanying condensed consolidated financial statements
for
-18-
information as to the acquisition of The Gillette Company (Gillette) by The Procter and
Gamble Company on October 1, 2005. Wescos earnings will include a non-cash pre-tax realized
investment gain from the disposition of its investment in common stock of Gillette of approximately
$331 million ($215 million, after taxes) in the fourth quarter of 2005. However, because Wescos
investments are carried at fair value, with unrealized gains reflected in shareholders equity, net
of taxes, at the balance sheet date, consolidated shareholders equity will not change
significantly as a result of this transaction.
* * * * *
Wescos effective consolidated income tax rate typically fluctuates somewhat from period
to period for various reasons, such as the relation of dividend income, which is substantially
exempt from income taxes, to other pre-tax earnings or losses, which are generally fully taxable.
The respective income tax provisions, expressed as percentages of income before income taxes,
amounted to 24.0% and 28.5% for the quarters ended September 30, 2005 and September 30, 2004, and
27.3% and 29.4% for the respective nine-month periods. The effective income tax rate for the
quarter ended September 30, 2005 would have been 33.2% without the $2.1 million benefit recorded by
CORT in the third quarter, and the effective rate for the nine-month period ended September 30,
2005 would have been 30.0% without that $2.1 million benefit recorded by CORT and the $2.0 million
benefit recorded by Wes-FIC in the second quarter, both of which are explained above.
Consolidated revenues, expenses and net income reported for any period are not necessarily
indicative of future revenues, expenses and net income in that they are subject to significant
variations in amount and timing of investment gains and losses, large individual or catastrophe
losses incurred under property and casualty insurance and reinsurance contracts as well as
potential changes from business acquisitions. In addition, consolidated revenues, expenses and net
income are subject to external conditions such as the September 11, 2001 terrorist activity, which
had an immediate impact on insurance underwriting results, and changes in the general U.S. economy.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 27 and 28 of Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations, of the Form 10-K Annual Report filed by Wesco for
the year ended December 31, 2004 for the accounting policies and practices considered by Wescos
management to be critical to its determination of consolidated financial position and results of
operations, as well as to Note 1 to Wescos consolidated financial statements appearing on pages 40
through 42 thereof for a description of the significant policies and practices followed by Wesco
(including those deemed critical) in preparing its consolidated financial statements. There have
been no changes in significant policies and practices through September 30, 2005. In addition to
such policies, the following practice is followed by the industrial segment: revenues from product
sales and services are recognized upon passage of title to the customer, which coincides with
product shipment.
-19-
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Wesco and its subsidiaries have contractual obligations associated with ongoing business
activities, which will result in cash payments in future periods. Certain of those obligations,
such as insurance losses and loss adjustment expenses, and notes payable, are reflected in the
accompanying consolidated financial statements. In addition, Wesco and its subsidiaries have
entered into long-term contracts to acquire goods or services in the future, and Wescos MS
Property Company subsidiary is in process of constructing a multi-story luxury condominium building
in Pasadena, California, and is contemplating the construction of another, obligations for which
are not currently reflected in the consolidated financial statements and will be reflected in
future periods as the goods are delivered or services provided. A summary of contractual
obligations follows. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due |
|
|
|
Total |
|
|
2005 |
|
|
2006-2007 |
|
|
2008-2009 |
|
|
Subsequently |
|
Notes payable, including interest |
|
$ |
38,385 |
|
|
$ |
38,185 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200 |
|
Operating lease obligations |
|
|
113,578 |
|
|
|
7,686 |
|
|
|
47,261 |
|
|
|
31,200 |
|
|
|
27,431 |
|
Purchase obligations, other than for capital expenditures |
|
|
14,816 |
|
|
|
11,041 |
|
|
|
3,082 |
|
|
|
693 |
|
|
|
|
|
Payment of insurance losses and loss adjustment expenses
(1) |
|
|
61,554 |
|
|
|
7,393 |
|
|
|
19,620 |
|
|
|
9,831 |
|
|
|
24,710 |
|
Construction of condominiums |
|
|
15,472 |
|
|
|
7,167 |
|
|
|
8,305 |
|
|
|
|
|
|
|
|
|
Other, principally deferred compensation |
|
|
4,102 |
|
|
|
113 |
|
|
|
152 |
|
|
|
|
|
|
|
3,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
247,907 |
|
|
$ |
71,585 |
|
|
$ |
78,420 |
|
|
$ |
41,724 |
|
|
$ |
56,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts and timing of payments are significantly dependent on estimates. See Significant
Accounting Policies and Practices of the Insurance business appearing on page 41 of Wescos
2004 Form 10-K Annual Report for further information. |
FORWARD-LOOKING STATEMENTS
Certain written or oral representations of management stated in this report or elsewhere
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as contrasted with statements of historical fact. Forward-looking statements
include statements which are predictive in nature, or which depend upon or refer to future events
or conditions, or which include words such as expects, anticipates, intends, plans, believes,
estimates, may, or could, or which involve hypothetical events. Forward-looking statements are
based on information currently available and are subject to various risks and uncertainties that
could cause actual events or results to differ materially from those characterized as being likely
or possible to occur. Such statements should be considered judgments only, not guarantees, and
Wescos management assumes no duty, nor has it any specific intention, to update them.
Actual events and results may differ materially from those expressed or forecasted in
forward-looking statements due to a number of factors. The principal important risk factors that
could cause Wescos actual performance and future events and actions to differ materially from
those expressed in or implied by such forward-looking statements include, but are not limited to,
changes in market prices of Wescos significant equity investments, the occurrence of one or more
catastrophic events such as acts of terrorism, hurricanes, or
-20-
other events that cause losses insured by Wescos insurance subsidiaries, changes in insurance
laws or regulations, changes in income tax laws or regulations, and changes in general economic and
market factors that affect the prices of investment securities or the industries in which Wesco and
its affiliates do business.
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.
|
|
|
|
|
|
|
|
|
WESCO FINANCIAL CORPORATION |
|
|
|
|
|
|
|
Date: November 7, 2005
|
|
|
|
By:
|
|
/s/ Jeffrey L. Jacobson |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey L. Jacobson |
|
|
|
|
|
|
Vice President and
Chief Financial Officer |
|
|
|
|
|
|
(principal financial officer) |
-21-