e10vq
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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
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For
the Quarterly period ended March 31, 2008 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
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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
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901 |
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(Address of principal executives offices)
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(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 the past 90 days.
Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
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 No o
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 April 30,
2008
PART I. FINANCIAL INFORMATION
Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk
appearing on pages 33 35 of the Form 10-K Annual Report for the year ended December 31, 2007,
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 March 31, 2008.
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 March 31, 2008. Based on that evaluation, Messrs. Munger and Jacobson
concluded that the Companys disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in reports it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as
specified in the rules and forms of the Securities Exchange Commission, and are effective to ensure
that information required to be disclosed by Wesco in the reports it files or submits under the
Exchange Act, as amended, is 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 March 31, 2008 that have materially affected or are reasonably likely to materially affect
the internal controls over financial reporting.
-2-
PART II. OTHER INFORMATION
Item
6. Exhibits
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31 (a)
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Certification Pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended (Chief Executive Officer) |
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31 (b)
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Certification Pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended (Chief Financial Officer) |
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32 (a)
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer) |
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32 (b)
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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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March 31, |
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Dec. 31, |
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2008 |
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2007 |
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ASSETS
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Cash and cash equivalents |
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$ |
509,385 |
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$ |
526,722 |
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Investments |
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Securities with fixed maturities |
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37,930 |
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38,600 |
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Marketable equity securities |
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1,881,466 |
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1,919,425 |
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Receivable from affiliate |
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51,400 |
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Rental furniture |
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186,098 |
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178,297 |
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Goodwill of acquired businesses |
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268,533 |
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266,607 |
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Other assets |
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215,322 |
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183,358 |
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$ |
3,150,134 |
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$ |
3,113,009 |
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LIABILITIES AND SHAREHOLDERS EQUITY
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Insurance losses and loss adjustment expenses |
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Affiliated business |
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$ |
48,931 |
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$ |
39,687 |
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Unaffiliated business |
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53,455 |
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54,158 |
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Unearned insurance premiums |
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Affiliated business |
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74,365 |
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15,041 |
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Unaffiliated business |
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17,676 |
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15,225 |
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Deferred furniture rental income and security deposits |
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21,402 |
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19,947 |
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Notes payable |
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44,800 |
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37,200 |
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Income taxes payable, principally deferred |
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326,892 |
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347,416 |
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Other liabilities |
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53,339 |
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49,476 |
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640,860 |
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578,150 |
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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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Accumulated other comprehensive income |
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337,457 |
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381,017 |
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Retained earnings |
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2,138,493 |
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2,120,518 |
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Total shareholders equity |
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2,509,274 |
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2,534,859 |
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$ |
3,150,134 |
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$ |
3,113,009 |
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See notes beginning on page 7.
-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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March 31, |
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March 31, |
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2008 |
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2007 |
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Revenues: |
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Furniture rentals |
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$ |
80,716 |
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$ |
79,946 |
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Sales and service revenues |
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32,748 |
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33,419 |
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Insurance premiums earned |
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Affiliated business |
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21,792 |
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6,369 |
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Unaffiliated business |
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4,588 |
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7,521 |
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Dividend and interest income |
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19,331 |
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22,472 |
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Other |
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1,021 |
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954 |
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160,196 |
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150,681 |
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Costs and expenses: |
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Cost of products and services sold |
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35,767 |
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36,260 |
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Insurance losses and loss adjustment expenses |
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Affiliated business |
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12,269 |
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4,802 |
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Unaffiliated business |
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3,420 |
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2,094 |
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Insurance underwriting expenses |
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Affiliated business |
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5,860 |
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1,494 |
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Unaffiliated business |
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2,198 |
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2,582 |
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Selling, general and administrative expenses |
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72,214 |
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69,526 |
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Interest expense |
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527 |
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563 |
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132,255 |
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117,321 |
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Income before income taxes |
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27,941 |
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33,360 |
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Income taxes |
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7,224 |
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10,777 |
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Net income |
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20,717 |
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22,583 |
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Retained earnings beginning of period |
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2,120,518 |
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2,022,036 |
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Cash dividends declared and paid |
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(2,742 |
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(2,670 |
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Retained earnings end of period |
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$ |
2,138,493 |
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$ |
2,041,949 |
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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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$ |
2.91 |
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$ |
3.17 |
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Cash dividends |
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$ |
.385 |
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$ |
.375 |
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See notes beginning on page 7.
-5-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
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Three Months Ended |
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March 31, |
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March 31, |
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2008 |
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2007 |
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Cash flows from operating activities, net |
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$ |
30,471 |
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$ |
6,056 |
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Cash flows from investing activities: |
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Maturities and redemptions of securities
with fixed maturities |
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893 |
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44,627 |
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Purchases of equity securities |
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(29,396 |
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Purchases of securities with fixed maturities |
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(41,113 |
) |
Purchases of rental furniture |
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(25,009 |
) |
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(20,802 |
) |
Sales of rental furniture |
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15,623 |
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16,317 |
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Additions to condominium construction in process |
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(8,235 |
) |
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(4,748 |
) |
Acquisitions of businesses, net of cash acquired |
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(4,916 |
) |
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Other, net |
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(1,626 |
) |
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(651 |
) |
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Net cash flows from investing activities |
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(52,666 |
) |
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(6,370 |
) |
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Cash flows from financing activities: |
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Net increase (decrease) in notes payable, principally line of credit |
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7,600 |
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(2,000 |
) |
Payment of cash dividends |
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(2,742 |
) |
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(2,670 |
) |
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Net cash flows from financing activities |
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4,858 |
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(4,670 |
) |
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Decrease in cash and cash equivalents |
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(17,337 |
) |
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(4,984 |
) |
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Cash and cash equivalents beginning of period |
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526,722 |
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1,257,351 |
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Cash and cash equivalents end of period |
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$ |
509,385 |
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$ |
1,252,367 |
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Supplementary information: |
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Interest paid during period |
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$ |
521 |
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$ |
553 |
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Income taxes paid, net, during period |
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4,259 |
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31,959 |
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See notes beginning on page 7.
-6-
WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
Note 1. General
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.
Reference is made to the notes to Wescos consolidated financial statements appearing on pages
45 through 56 of its 2007 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 45 through 48.
Effective January 1, 2008, Wescos Wesco-Financial Insurance Company subsidiary (Wes-FIC)
entered into a quota-share retrocession agreement with a National Indemnity Company (NICO), a
wholly owned subsidiary of Wescos ultimate parent, Berkshire Hathaway Inc. (Berkshire) to
assume 10% of NICOs quota share reinsurance of Swiss Reinsurance Company and its property-casualty
affiliates (Swiss Re). Under this retrocession agreement, Wes-FIC has assumed 2% part of NICOs
20% quota share reinsurance of all Swiss Re property-casualty risks incepting over the five-year
period which began January 1, 2008, on the same terms as NICOs agreement with Swiss Re ( the
Swiss Re contract). Wes-FIC also participates in the reinsurance of several aviation risk pools
managed by a subsidiary of General Reinsurance Corporation, another wholly owned Berkshire
subsidiary. The data labeled as affiliated or from affiliate in the accompanying consolidated
financial statements relate to these reinsurance contracts. The figures pertaining to the Swiss Re
contract represent intercompany transactions with NICO.
Effective January 1, 2008, Wesco adopted Statement of Financial Accounting Standard No. 157,
Fair Value Measurements (SFAS 157) and Financial Accounting Standard No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 157 defines fair value,
establishes a framework for measuring fair value under generally accepted accounting principles in
the United States and enhances disclosures about fair value measurements. See Note 5 for more
information on the fair value of financial instruments. SFAS 159 allows an entity the irrevocable
option to elect fair value accounting for the initial and subsequent measurement for certain
financial assets and liabilities on a contract-by-contract basis. Wesco did not elect the fair
value option under SFAS 159.
Consolidated Federal income tax returns have been examined by and settled with the Internal
Revenue Service through 1998. Tax returns for the years 1999 through 2004 are under examination.
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
March 31, 2008 are likely to have a material effect on reported shareholders equity.
-7-
Note 2. Investments in equity and fixed maturity securities
Following is a summary of marketable equity securities (all common stocks):
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March 31, |
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Dec. 31, |
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2008 |
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2007 |
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Amortized cost |
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$ |
1,364,648 |
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$ |
1,335,251 |
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Gross unrealized gains |
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600,642 |
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|
646,090 |
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Gross unrealized losses |
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(83,824 |
) |
|
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(61,916 |
) |
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Fair value |
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$ |
1,881,466 |
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$ |
1,919,425 |
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Following is a summary of securities with fixed maturities:
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March 31, |
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Dec. 31, |
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2008 |
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2007 |
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Amortized cost |
|
$ |
36,588 |
|
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$ |
37,478 |
|
Gross unrealized gains |
|
|
1,641 |
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|
1,267 |
|
Gross unrealized losses |
|
|
(299 |
) |
|
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(145 |
) |
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Fair value |
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$ |
37,930 |
|
|
$ |
38,600 |
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Note 3. Environmental matters and litigation
Federal and state environmental agencies have made claims relating to alleged contamination of
soil and groundwater with trichloroethylene and perchloroethylene 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 an industrial park in Downers Grove,
Illinois. PBP, along with the other businesses, have been negotiating remedial actions with various
governmental entities.
PBP, Precision Steel, and other parties were also named in several civil lawsuits relating to
the foregoing matter. The civil lawsuits were settled with the plaintiffs in 2007 for amounts that
were not material to Wesco.
PBP and Precision Steel are in various stages of negotiations with their insurers, who
undertook the cost of their defenses and agreed to indemnify them within the policy limits in
connection with these matters, but have reserved their rights retroactively to decline coverage and
receive reimbursement of amounts paid.
Included in other liabilities on the accompanying consolidated balance sheet is $892 as of
March 31, 2008, representing the remaining unpaid balance as of that date, resulting from
provisions previously recorded, representing PBPs estimated share of costs of ongoing remediation
in connection with the actions referred to above. Management anticipates that additional provisions
with respect to such remediation and related legal matters may be required in the future, and
expects that the insurers will continue to provide defenses and reimbursement of some of the costs
previously recorded. However, as of March 31, 2008, 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 these matters, or any related benefit from insurance
Dollar amounts in thousands, except for amounts per share
-8-
indemnification. Although it is not expected that the ultimate impact of such future costs will be
material in relation to Wescos shareholders equity, the effect on industrial segment and
consolidated net income in any given period could be material.
Note 4. Comprehensive income
The following table sets forth Wescos consolidated comprehensive income for the three-month
periods ended March 31, 2008 and 2007:
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Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
20,717 |
|
|
$ |
22,583 |
|
Foreign currency translation adjustment, net of tax * |
|
|
37 |
|
|
|
|
|
Decrease in unrealized appreciation of investments, net of income
tax effect of ($23,539) and ($7,067) |
|
|
(43,597 |
) |
|
|
(12,927 |
) |
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(22,843 |
) |
|
$ |
9,656 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents gains and losses from translating the financial statements of the furniture rental
segments foreign-based operations, acquired in January of 2008, from the local currency to U.S.
dollars. |
Note 5. Fair value measurements
Fair value is defined under SFAS 157 as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants on the measurement
date. The standard establishes a framework for measuring fair value based on observable,
independent market inputs and unobservable market assumptions. Following is a description of the
three levels of inputs that may be used to measure fair value:
Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or
liabilities.
Level 2 inputs represent observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities; quoted prices in markets that are not active; or
other inputs that are considered in fair value determinations of the assets or liabilities.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities.
As of March 31, 2008, Wescos entire investment in marketable equity securities and $4.1
million of its investments in fixed maturity securities were valued using Level 1 inputs, and $33.8
million of investments in fixed maturity securities were valued using Level 2 inputs. In addition,
management determined that the carrying values of the cash and cash equivalents, accounts
receivable, receivable from affiliate, accounts payable, accruals and other liabilities represented
reasonable estimates of their fair values.
Dollar amounts in thousands, except for amounts per share
-9-
Note 6. Business segment data
Following is condensed consolidated financial information for Wesco, by business segment:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
45,417 |
|
|
$ |
36,083 |
|
Net income |
|
|
17,032 |
|
|
|
17,471 |
|
Assets at end of period |
|
|
2,517,766 |
|
|
|
2,352,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
97,780 |
|
|
$ |
97,458 |
|
Net income |
|
|
3,533 |
|
|
|
4,716 |
|
Assets at end of period |
|
|
254,214 |
|
|
|
248,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,684 |
|
|
$ |
15,907 |
|
Net income |
|
|
296 |
|
|
|
361 |
|
Assets at end of period |
|
|
21,020 |
|
|
|
21,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses (included in assets) |
|
$ |
268,533 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,315 |
|
|
$ |
1,233 |
|
Net income (loss) |
|
|
(144 |
) |
|
|
35 |
|
Assets at end of period |
|
|
88,601 |
|
|
|
65,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
160,196 |
|
|
$ |
150,681 |
|
Net income |
|
|
20,717 |
|
|
|
22,583 |
|
Assets at end of period |
|
|
3,150,134 |
|
|
|
2,954,030 |
|
|
|
|
|
|
|
|
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 21 through 35 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2007 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
Wescos consolidated balance sheet reflects significant liquidity and a strong capital base,
with relatively little debt and no hedging. A large amount of liquidity and capital is maintained
in the insurance subsidiaries for strategic and marketing purposes and in support of reserves for
unpaid losses.
Results of Operations
Consolidated net income for the first quarter of 2008 was $20.7 million versus $22.6 million
for the first quarter of 2007. The decrease in consolidated earnings for the first quarter of 2008
resulted mainly from (1) an increase in operating expenses incurred by the furniture rental
business as the Companys CORT Business Services Corporation subsidiary expands and redirects the
marketing of its rental relocation services from targeting individuals to targeting corporate
clients, and (2) a slight softening in underwriting and investment income of the insurance
businesses.
FINANCIAL CONDITION
Consolidated cash and cash equivalents, held principally by Wescos insurance businesses,
amounted to $509 million at March 31, 2008, and $527 million at December 31, 2007. In the first
quarter of 2008 Wesco invested $29.4 million in marketable equity securities. The aggregate balance
of marketable equity securities, stated at fair value, was $1.88 billion at March 31, 2008, versus
$1.92 billion at December 31, 2007.
Shareholders equity at March 31, 2008 was approximately $2.51 billion ($352 per share),
versus $2.53 billion ($356 per share) at December 31, 2007. Shareholders equity included $337.5
million at March 31, 2008, and $381.0 million at December 31, 2007, 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 borrowings totaled $44.8 million at March 31, 2008 versus $37.2 million
at December 31, 2007. The borrowings relate principally to a revolving credit facility used in the
furniture rental business. CORT expanded its operations to the United Kingdom through the purchase
of Roomservice Group in January 2008, investing $4.9 million, net of cash acquired, and financed
the
-11-
purchase using revolving credit borrowings. In addition to the recorded debt, the liability
for unpaid losses and loss adjustment expenses of Wescos insurance businesses totaled $102.4
million at March 31, 2008, versus $93.8 million at December 31, 2007. Wesco and its subsidiaries
have operating lease and other contractual obligations which, at March 31, 2008, were essentially
unchanged from the $175.8 million included in the table of off-balance sheet arrangements and
contractual obligations appearing on page 30 of Wescos Form 10-K Annual Report for the year ended
December 31, 2007.
RESULTS OF OPERATIONS
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 generate
underwriting gains over the long term. Underwriting results are evaluated without allocation of
investment income.
The condensed consolidated income statement appearing on page 5 has been prepared in
accordance with generally accepted accounting principles in the United States (GAAP). Revenues,
including realized net investment gains, if any, are followed by costs and expenses, and a
provision for income taxes, to arrive at net income. The following summary sets forth the after-tax
contribution to GAAP net income of each business segment insurance, furniture rental and
industrial as well as activities not considered related to such segments. Realized net
investment gains, if any, are excluded from segment activities, consistent with the way Wescos
management views the business operations. (Amounts are in thousands, all after income tax effect.)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
1,711 |
|
|
$ |
1,897 |
|
Investment income |
|
|
15,321 |
|
|
|
15,574 |
|
Furniture rental segment |
|
|
3,533 |
|
|
|
4,716 |
|
Industrial segment |
|
|
296 |
|
|
|
361 |
|
Other |
|
|
(144 |
) |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
20,717 |
|
|
$ |
22,583 |
|
|
|
|
|
|
|
|
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. (Berkshire), Wescos ultimate parent company. Following
is a summary of the results of segment operations, which represents the combination of underwriting
results
-12-
with dividend and interest income. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Insurance premiums written: |
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
81,179 |
|
|
$ |
6,920 |
|
Primary |
|
|
5,926 |
|
|
|
5,431 |
|
|
|
|
|
|
|
|
Total |
|
$ |
87,105 |
|
|
$ |
12,351 |
|
|
|
|
|
|
|
|
Insurance premiums earned: |
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
21,409 |
|
|
$ |
9,069 |
|
Primary |
|
|
4,971 |
|
|
|
4,821 |
|
|
|
|
|
|
|
|
Total |
|
|
26,380 |
|
|
|
13,890 |
|
|
|
|
|
|
|
|
Insurance losses, loss adjustment expenses and underwriting
expenses |
|
|
23,747 |
|
|
|
10,972 |
|
Underwriting gain, before income taxes: |
|
|
|
|
|
|
|
|
Reinsurance |
|
|
52 |
|
|
|
213 |
|
Primary |
|
|
2,581 |
|
|
|
2,705 |
|
|
|
|
|
|
|
|
Total |
|
|
2,633 |
|
|
|
2,918 |
|
Income taxes |
|
|
922 |
|
|
|
1,021 |
|
|
|
|
|
|
|
|
Underwriting gain, after taxes |
|
$ |
1,711 |
|
|
$ |
1,897 |
|
|
|
|
|
|
|
|
At March 31, 2008, in-force reinsurance business consisted of the participation in two
distinctive arrangements with wholly owned subsidiaries of Berkshire. The first is a quota-share
retrocession agreement to assume 10% of National Indemnity Companys (NICO) quota share
reinsurance of Swiss Reinsurance Company and its property-casualty affiliates (Swiss Re). Under
this retrocession agreement, Wes-FIC has assumed 2% part of NICOs 20% quota share reinsurance of
all Swiss Re property-casualty risks incepting over the five-year period which began January 1,
2008, on the same terms as NICOs agreement with Swiss Re ( the Swiss Re contract). The second is
a participation in the reinsurance of three pools of aviation-related risks (hull, liability and
workers compensation) through quota-share contracts in several risk pools managed by a subsidiary
of General Reinsurance Company, another Berkshire subsidiary (the aviation contracts). Wes-FICs
reinsurance activities have fluctuated from period to period as participations in reinsurance
contracts have become available both through insurance subsidiaries of Berkshire, and otherwise.
The nature of Wes-FICs participation in the reinsurance contracts requires that estimates be
made not only as to losses and expenses incurred, but also as to premiums written, due to a time
lag in reporting by the cedants. Premiums and other results relating to the Swiss Re contract were
estimates developed by NICO based on Swiss Res publicly-available reports and adjusted for NICOs
assessment of prevailing market conditions.
Reinsurance premiums written by Wes-FIC in the first quarter of 2008 include $74.0 million
attributable to the Swiss Re contract and $7.2 million attributable to the aviation contracts.
Wes-FICs participation in the hull and liability pools has increased, from 12.5% for risks
incepting in calendar year 2006 to 16.67% for risks incepting in calendar years 2007 and 2008.
Written aviation-related reinsurance
premiums for the first quarter of 2007 reflect adjustments to premium volume which relate to risks
-13-
incepting in 2006, when Wes-FIC was participating in the aviation-related hull and liability pools
at a rate fully 33.3% below the rate at which it began to participate in the first quarter of 2007.
Thus, written aviation-related premiums for the first quarter of 2007 reflected essentially a
blended mix of pool participation for underwriting calendar years. The quarter-to-quarter
comparison of written aviation-related reinsurance premiums indicates that the premiums written for
the first quarter of 2008 increased by $0.3 million (3.7%) over those written for the first quarter
of 2007. In fact the underlying aviation-related hull and liability premiums written by the pools
for the first quarter of 2008 have declined by 18% from those written for the 2007 quarter.
Inasmuch as underwriting gain is determined based on earned, not written, premiums, the method by
which Wes-FIC records written premiums does not significantly affect underwriting results or
segment net income.
Earned reinsurance premiums for the first quarter of 2008 included $13.9 million attributable
to the Swiss Re contract and $7.5 million to the aviation contracts. Aviation-related premiums
earned for the first quarter of 2008 decreased by 16.9% from those earned for the first quarter of
2007. Premiums are amortized into income ratably over the coverage period, and, therefore, there
is often a difference in the relative fluctuation in written versus earned premiums from both
reinsurance and primary insurance, from period to period.
Written primary insurance premiums for the first quarter of 2008 increased $0.5 million (9.1%)
from those of the first quarter of 2007. Earned primary insurance premiums increased by $0.2
million (3.1%). The increases were attributable to an increase in volume of deposit guaranty bonds,
whose growth has offset a decline in other lines of primary insurance business written by KBS, due
mainly to intense, ongoing price competition as well as the consolidation of small Midwestern
banks. KBS, like its parent companies, exercises underwriting discipline and avoids writing
business when pricing is deemed inadequate with respect to the risks assumed.
Management believes that underwriting gain or loss is an important measure of the financial
performance of insurance companies. Underwriting results of Wescos insurance segment have
generally been favorable. Underwriting results from reinsurance for the first quarters of 2008 and
2007 were relatively unchanged from period to period and not significant in amount. Underwritng
results from primary insurance were also relatively consistent for both periods. The profitability
of any reinsurance or insurance arrangement is best assessed after all losses and expenses have
been realized, perhaps many years after the coverage period, rather than for any given reporting
period.
Wescos insurers retain most of their business and cede modest amounts of business to
reinsurers; consequently, underwriting results may be volatile. Instead of paying reinsurers large
amounts to minimize risks associated with significant losses, management accepts volatility in
underwriting results provided the prospects of long-term underwriting profitability remain
favorable.
Following is a summary of investment income produced by Wescos insurance segment (in
thousands of dollars).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Investment income, before taxes |
|
$ |
19,034 |
|
|
$ |
22,193 |
|
Income taxes |
|
|
3,713 |
|
|
|
6,619 |
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
15,321 |
|
|
$ |
15,574 |
|
|
|
|
|
|
|
|
-14-
Investment income of the insurance segment comprises dividends and interest earned principally
from the investment of shareholder capital (including reinvested earnings) as well as float
(principally, premiums received before payment of related claims and expenses). Wes-FIC redeployed
$802 million, net, into marketable equity securities from cash-equivalent investments in the latter
part of 2007, and $29 million more in the first quarter of 2008. Mainly as a result, dividend
income increased by $8.6 million for the first quarter of 2008, and interest income decreased by
$11.8 million, as compared with the corresponding 2007 figures.
The income tax provisions, expressed as percentages of pre-tax investment income, shown in the
foregoing table, amounted to 19.5% and 29.8% for the first quarters of 2008 and 2007. These
fluctuations reflect the relation of dividend income, which is substantially exempt from income
taxes, to interest income, which is fully taxable.
Management continues to seek to invest cash balances in the purchase of businesses and in
long-term equity holdings.
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 |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Revenues: |
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
80,716 |
|
|
$ |
79,946 |
|
Furniture sales |
|
|
15,623 |
|
|
|
16,317 |
|
Service fees |
|
|
1,441 |
|
|
|
1,195 |
|
|
|
|
|
|
|
|
Total revenues |
|
|
97,780 |
|
|
|
97,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
22,644 |
|
|
|
23,021 |
|
Selling, general and administrative expenses |
|
|
68,835 |
|
|
|
66,422 |
|
Interest expense |
|
|
527 |
|
|
|
563 |
|
|
|
|
|
|
|
|
|
|
|
92,006 |
|
|
|
90,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5,774 |
|
|
|
7,452 |
|
Income taxes |
|
|
2,241 |
|
|
|
2,736 |
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
3,533 |
|
|
$ |
4,716 |
|
|
|
|
|
|
|
|
Furniture rental revenues for the first quarter of 2008 increased $0.8 million (1.0%) from
those of the first quarter of 2007. Excluding $13.4 million and $10.7 million of rental revenues
from trade shows and locations not in operation throughout each quarter, rental revenues for the
first quarter of 2008 decreased 2.8% from those of the 2007 quarter. The number of furniture leases
outstanding at the end of the first quarter of 2008 was 4.6% lower than at the end of the first
quarter of 2007. The decrease in the number of outstanding leases continues the trend that
developed late in 2006, and is believed to be attributable to customer uncertainty as to future
economic conditions. Despite the continued decline in the number of furniture leases outstanding,
furniture rental revenues have grown, due mainly to an increase in tradeshow demand and improved pricing.
-15-
Furniture sales revenues decreased 4.3% for the first quarter of 2008 from those reported for
the year ago period. The decrease was attributed principally to the continued softening of the
housing market and higher energy prices.
Service fees for the first quarter of 2008 increased by $0.2 million (20.6%) from those
reported for the first quarter of 2007. Traditionally, the furniture segment has concentrated the
marketing efforts of its relocation services towards individual residential customers. Late in
2006, CORT began a new initiative to expand the variety of its relocation services, and it
redirected the thrust of this activity toward providing these services to corporate relocation
departments for their relocating employees in need of temporary or longer-term housing. Although
initial traction has been slow, the offering has been well received by corporate customers and
others, and management is hopeful that the expansion of relocation activities will result in
profitable long-term growth.
Cost of rentals, sales and fees amounted to 23.2% of revenues for the first quarter of 2008
versus 23.6% for the comparable 2007 period. The decrease in costs as a percentage of revenues is
due principally to a shift in revenue mix, with a larger percentage of revenue coming from
furniture rental, which has a higher margin than furniture sales.
Selling, general, administrative and interest expenses (operating expenses) for the segment
were $69.4 million for the first quarter of 2008, up $2.4 million (3.6%) from the $67.0 million
incurred in the first quarter of 2007. The increase in operating expenses was due principally to an
increase in personnel devoted to the relocation service, and related expenses. Management is
hopeful that the recent investment in the relocation service initiative will result in profitable
revenue growth.
Income before income taxes of the furniture rental segment amounted to $5.8 million in the
first quarter of 2008, versus $7.5 million in the first quarter of 2007. After-tax furniture
segment income amounted to $3.5 million and $4.7 million for the corresponding periods. The
decreases in the figures for the first quarter of 2008 were principally attributable to the
significant increase in operating expenses, offset somewhat by increased gross profits resulting
from the change in revenue mix.
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 |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Revenues |
|
$ |
15,684 |
|
|
$ |
15,907 |
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
494 |
|
|
$ |
598 |
|
Income taxes |
|
|
198 |
|
|
|
237 |
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
296 |
|
|
$ |
361 |
|
|
|
|
|
|
|
|
Reference is made to pages 28 and 29 of Wescos 2007 Annual Report on Form 10-K for
information about Wescos industrial segment, including the challenges affecting the domestic steel
service industry for a number of years.
-16-
Industrial segment revenues for the first quarter of 2008 decreased $0.2 million (1.4%) from
those of the first quarter of 2007. Sales, in terms of pounds, increased 3.4%. This anomaly was the
result of changes in product mix, toward sales of lower-priced products, as well as an increase in
competitive pressures.
Income before income taxes of the industrial segment decreased $0.1 million (17.4%) for the
first quarter of 2008 from pre-tax income of the first quarter of 2007; segment net income
decreased $0.1 million (18.0%). The decreases in these figures for the 2008 period resulted
principally from the decrease in the gross profit as a percentage of revenues, from 16.8% for the
first quarter of 2007, to 16.3% for the first quarter of 2008, as well as the decrease in revenues.
As explained in Note 3 to the accompanying condensed consolidated financial statements,
Precision Steel and a subsidiary are involved in an environmental matter, the ultimate cost of
which is not possible to estimate.
* * * * *
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Reference is made to page 30, in 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, 2007, (the 10-K), for a table summarizing the contractual obligations
associated with ongoing business activities of Wesco and its subsidiaries, some of which are
off-balance sheet, and involve cash payments in periods after yearend 2007. At March 31, 2008,
there have been no material changes in contractual obligations, including off-balance sheet
arrangements, of Wesco or its subsidiaries from those reported as of December 31, 2007.
It should be noted, however, that Wescos Wes-FIC subsidiary entered into a large quota-share
reinsurance arrangement at the beginning of 2008, whereby it is now reinsuring two percent of
essentially all of the property and casualty insurance business of Swiss Re, incepting over a
five-year period beginning in 2008. This arrangement has significantly increased Wes-FICs
reinsurance premium volume, and thus, the potential for increased volatility and losses (and is
described on page 11, in Item 1, Business, of Wescos 10-K). Principally as a result, liabilities
for insurance losses and loss adjustment expenses reflected on Wescos consolidated balance sheet
increased to $102.4 million as of March 31, 2008, from $93.8 million at December 31, 2007.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 30 to 33, in 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, 2007 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 45
through 48 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 March 31, 2008, except as described
in Note 1 to the accompanying condensed consolidated financial statements.
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In applying certain accounting policies, Wescos management is required to make estimates and
judgments regarding transactions that have occurred and ultimately will be settled several years in
the future. Amounts recognized in the consolidated financial statements from such estimates are
necessarily based on assumptions about numerous factors involving varying, and possibly
significant, degrees of judgment and uncertainty. Accordingly, the amounts currently recorded in
the financial statements may prove, with the benefit of hindsight, to be inaccurate.
Information concerning recently issued accounting pronouncements which are not yet effective
is included in Note 1 to the accompanying condensed consolidated financial statements. Wesco does
not currently expect any of the recently issued accounting pronouncements to have a material effect
on its financial condition.
FORWARD-LOOKING STATEMENTS
Certain 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, hopes, 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 other events that cause losses
insured or reinsured 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.
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WESCO FINANCIAL CORPORATION
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Date: May 6, 2008 |
By: |
/s/ Jeffrey L. Jacobson
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Jeffrey L. Jacobson |
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Vice President and
Chief Financial Officer
(principal financial officer) |
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